COLUMBIA CAPITAL CORP/TX/, PRE 14A, 2000-04-07

COLUMBIA CAPITAL CORP/TX/
PRE 14A, 2000-04-07
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE>

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 [ ]

Check the appropriate box:

[ X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [ ]240.14a-11(c) or [ ]240.14a-12

Columbia Capital Corp.
(Name of Registrant as Specified In Its Charter)

Kenneth A. Klotz
CHIEF EXECUTIVE OFFICER
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below 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:
-----------------------------------------------------------------------

4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------

5) Total fee paid:
-----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------

3) Filing Party:
------------------------------------------------

4) Date Filed:
------------------------------------------------
<PAGE>

COLUMBIA CAPITAL CORP.
A DELAWARE CORPORATION

EXECUTIVE OFFICES
1157 NORTH 5TH STREET
ABILENE, TEXAS 79601
(915) 674-3110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON __________, 2000

TO THE STOCKHOLDERS OF COLUMBIA CAPITAL CORP.:

The Annual Meeting of Stockholders (the "Meeting") of Columbia Capital
Corp., a Delaware corporation (the "Company"), will be held at the offices of
CNG Financial Corporation [4824 Socialville-Fosters Road], Mason, Ohio 45040, on
_____________, 2000, at 9:00 a.m., local time, to consider and vote on the
following proposals:

PURPOSE OF MEETING

(1) To elect to the Board of Directors nine (9) directors, to
serve until the expiration of their respective terms or until
their successors are elected and qualify, subject to their
prior death, resignation or removal.

(2) To adopt and approve an amendment to the Restated Certificate
of Incorporation to (a) increase the authorized shares of
Common stock from 50,000,000 to 100,000,000 and (b) change the
name of the Company to Finity Holdings, Inc..

(3) To adopt the Company's 2000 Stock Option Plan (the "2000 Stock
Option Plan") and to reserve up to 4,000,000 shares of the
Company's Common Stock for issuance under the 2000 Stock
Option Plan.

(4) To ratify the appointment of Davis Kinard & Co. P.C.,
Certified Public Accountants, as independent public
accountants for the Company for the year ending December 31,
2000.

(5) To transact such other business as may properly come before
the Meeting and any adjournments thereof.

ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON ________ ,
2000 (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE MEETING.

PLEASE FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY TO INTERWEST
TRANSFER CO., INC., P.O. BOX 17136, SALT LAKE CITY, UTAH 84117, ATTN: PROXY
SERVICES, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. A RETURN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.

The list of all stockholders of record on ____________, 2000, will be
available at the Meeting and at the offices of CNG Financial Corporation [4824
Socialville-Fosters Road], Mason, Ohio 45040 for the ten (10) days preceding the
Meeting.

By Order of the Board of Directors
Abilene, Texas COLUMBIA CAPITAL CORP.
DATED: April 7, 2000

By:/s/ Kenneth A. Klotz
--------------------
Kenneth A. Klotz
Chief Executive Officer
<PAGE>

COLUMBIA CAPITAL CORP.
A DELAWARE CORPORATION

EXECUTIVE OFFICES
1157 NORTH 5TH STREET
ABILENE, TEXAS 79601
(915) 674-3110

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Columbia Capital Corp., a Delaware
corporation (the "Company"), for use at the Annual Meeting of Stockholders (the
"Meeting") to be held at the offices of CNG Financial Corporation, located at
[4824 Socialville-Fosters Road] Mason, Ohio 45040, on __________, 2000 at 9:00
a.m., local time.

The Meeting will be held to consider and vote on the following
proposals:

PURPOSE OF MEETING

(2) To adopt and approve an amendment to the Restated Certificate
of Incorporation to (a) increase the authorized shares of
Common stock from 50,000,000 to 100,000,000, and (b) change
the name of the Company to Finity Holdings, Inc..

(3) To adopt the Company's 2000 Stock Option Plan (the "2000 Stock
Option Plan") and to reserve up to 4,000,000 shares of the
Company's Common Stock for issuance under the 2000 Stock
Option Plan.

(4) To ratify the appointment of Davis Kinard & Co. P.C.,
Certified Public Accountants, as independent public
accountants for the Company for the year ending December 31,
2000.

(5) To transact such other business as may properly come before
the Meeting and any adjournments thereof.

INFORMATION CONCERNING SOLICITATION AND VOTING

The following information is provided to stockholders to explain the
use of this Proxy Statement for this Meeting:

RECORD DATE

Only stockholders of record at the close of business on __________,
2000 are entitled to vote at the Meeting. The Company's Common Stock is its only
class of voting securities. On ___________, 2000, the record date (the "Record
Date") fixed by the Board of Directors, the Company had issued and outstanding
38,511,512 shares of Common Stock of record.

1
<PAGE>

REVOCABILITY OF PROXIES

A PROXY FOR USE AT THE MEETING IS ENCLOSED. ANY STOCKHOLDER WHO
EXECUTES AND DELIVERS A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE ITS
EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT
OR A DULY EXECUTED PROXY BEARING A LATER DATE. IN ADDITION, A STOCKHOLDER MAY
REVOKE A PROXY PREVIOUSLY EXECUTED BY HIM BY ATTENDING THE MEETING AND ELECTING
TO VOTE IN PERSON.

VOTING AND SOLICITATION

Proxies are being solicited by the Board of Directors of the Company.
The cost of this solicitation will be borne by the Company. Solicitation will be
primarily by mail, but may also be made by telephone, fax transmission or
personal contact by certain officers and directors of the Company, who will not
receive any compensation therefor. Shares of Common Stock represented by
properly executed proxies will, unless such proxies have been previously
revoked, be voted in accordance with the instructions indicated thereon. IN THE
ABSENCE OF SPECIFIC INSTRUCTIONS TO THE CONTRARY, PROPERLY EXECUTED PROXIES WILL
BE VOTED FOR EACH OF THE PROPOSALS DESCRIBED HEREIN. No business other than that
set forth in the accompanying Notice of Annual Meeting of Stockholders is
expected to come before the Meeting. Should any other matter requiring a vote of
stockholders properly arise, the persons named in the enclosed form of proxy
will vote such proxy in accordance with the recommendation of the Board of
Directors.

Each share of Common Stock is entitled to one vote for each share held
as of record, and there are no preemptive rights. The Company's current Restated
Certificate of Incorporation (the "Certificate of Incorporation") and Bylaws
(the "Bylaws") do not provide for cumulative voting for the election of
directors or any other purpose.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

Shares representing 50% of the voting power of the 38,511,512 shares of
Common Stock outstanding on the Record Date must be represented at the Meeting
to constitute a quorum for conducting business. In the absence of a quorum, the
stockholders present in person or by proxy, by majority vote and without further
notice, may adjourn the meeting from time to time until a quorum is attained. At
any reconvened meeting following such adjournment at which a quorum shall be
present, any business may be transacted which might have been transacted at the
Meeting as originally notified.

The required quorum for the transaction of business at the Meeting is a
majority of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. Shares that are voted "FOR" or
"AGAINST" a matter are treated as being present at the Meeting for purposes of
establishing a quorum and are also treated as shares entitled to vote at the
Meeting (the "Votes Cast") with respect to such matter.

The Company will count abstentions for purposes of determining both:
(i) the presence or absence of a quorum for the transaction of business, and
(ii) the total number of Votes Cast with respect to a proposal (other than the
election of directors). Accordingly, abstentions will have the same effect as a
vote against the proposal.

Further, the Company intends to count broker non-votes for the purpose
of determining the presence or absence of a quorum for the transaction of
business, although broker non-votes will not be counted for purposes of
determining the number of Votes Cast with respect to the particular proposal on
which the broker has expressly not voted. Thus, a broker non-vote will not
affect the outcome of the voting on a proposal.

The proxy materials are first being mailed to stockholders on or about
___________, 2000.

2
<PAGE>

PROPOSAL 1:
ELECTION OF DIRECTORS

On March 21, 2000, the Board of Directors of the Company fixed the
number of directors at nine (9) directors. The nine (9) nominees listed below
will be elected at the Annual Meeting. In accordance with the provisions of
Article Twelfth of the Certificate of Incorporation of the Company, the Board of
Directors shall be divided into three (3) classes: Class I, Class II and Class
III at the Annual Meeting. The Class I Directors, consisting of Messrs.
_________, __________ and _________, shall serve for a term ending at the Annual
Meeting of Stockholders held in 2001 or until their successors are elected and
qualify, subject to their prior death, resignation or removal. The Class II
Directors, consisting of Messrs. _________, __________ and _________, shall
serve for a term ending at the Annual Meeting of Stockholders held in 2002 or
until their successors are elected and qualify, subject to their prior death,
resignation or removal. The Class III Directors consisting of Messrs. _________,
__________ and _________, shall serve for a term ending at the Annual Meeting of
Stockholders held in 2003 or until their successors are elected and qualify,
subject to their prior death, resignation or removal. Officers serve at the
discretion of the Board of Directors. Other than Allen Davis, who is the father
of both Jared Davis and A David Davis, all of whom are directors of the Company,
there is no familial relationship among any of the officers or directors of the
Company. In the absence of instructions to the contrary, shares of Common Stock
represented by properly executed proxies will be voted for the Nine (9) nominees
listed herein below, all of whom are recommended by management of the Company
and who have consented to be named and to serve if elected. Abstentions and
broker non-votes will not affect the election of directors, because such shares
are not considered present for voting purposes and the affirmative vote of a
plurality of the combined Votes Cast at the Meeting is required to elect the
directors listed below.

In the event that any management nominee is unable or declines to serve
as a director at the time of the Meeting, the proxies will be voted for any
nominee who is designated by the present Board of Directors to fill the vacancy.
It is not expected that any nominee will be unable or will decline to serve as a
director.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF THE
NOMINEES LISTED BELOW.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information concerning the
persons who have been nominated by the Board of Directors to be directors of the
Company in connection with Proposal 1 of this Proxy Statement and the current
executive officers of the Company:

NAME POSITION AGE
---- -------- ---
Kenneth A. Klotz President and Director 54
Olan Beard Vice President and Director 45
Robert M. Feldman Director 67
Donald L. Thone Director 52
Jared Davis Director 31
A. David Davis Director 34
Allen L. Davis Director 57
Roland Koch Director 52
Harvey A. Wagner Director 59
Charles La Montagne Chief Financial Officer and 47
Executive Vice President

3
<PAGE>

KENNETH A. KLOTZ joined Finity Corporation ("Finity"), formerly known
as First Independent Computers, Inc. ("FICI")), a wholly-owned subsidiary of the
Company, in 1994 as President and Chief Executive Officer. Mr. Klotz became a
member of the Company's Board of Directors on September 23, 1997 and has served
as the Company's President and Chief Executive Officer since that date. Mr.
Klotz has worked extensively in the computer data processing industry for over
thirty years, generally focusing on the management of information systems using
mainframe computer equipment. Mr. Klotz has served in key executive roles for
the last fourteen years.

OLAN BEARD joined FICI in 1994 as Senior Vice President of Credit Card
Services and Chief Operations Officer. Mr. Beard became a member of the
Company's Board of Directors on September 23, 1997, and has served as the
Company's Senior Vice President and Chief Operations Officer since that date.
Prior to joining FICI, Mr. Beard worked in a variety of Texas banks for over
twenty years, gradually ascending the line of command, and serving in key
executive positions for the past sixteen years. Mr. Beard has extensive
experience in operations generally and in credit card operations particularly.

ROBERT FELDMAN joined the Board of Directors of the Company on June 4,
1998. Mr. Feldman has been the President, Chief Executive Officer and Chairman
of the Board of Directors of Health & Leisure, Inc., a public company, from 1993
to the present. Mr. Feldman acts as a consultant in the health care industry.
Mr. Feldman holds a Bachelors of Science Degree from Ohio State University in
Pharmacy.

DONALD L. THONE joined the Board of Directors on June 4, 1998. Mr.
Thone was the President and Chief Executive Officer of Synagro Technologies,
Inc. ("Synagro") from January, 1994 until February, 1998, and Chairman of
Synagro from February, 1998 through August, 1998. Mr. Thone is currently a
consultant to Synagro. Mr. Thone has managed numerous companies in the
environmental industry. Mr. Thone holds a Bachelors of Science Degree from
Arkansas Tech. University and a MED degree from Northeastern State.

JARED A. DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis is President of CNG Financial Corporation ("CNG"). Mr. Davis founded
CNG in 1994 and continues to direct all market research, product development,
new market expansion, and site development for that company. Mr. Davis started
his career at Provident Bank. While at Provident Bank, Mr. Davis worked in the
Collections and Repossessions Division. He left Provident Bank as a teller in
1993 to manage a privately owned savings and loan portfolio, during which time
he began exploring the concept of opening up a deferred deposit business. Mr.
Davis received his B.S. in Economics from the University of Cincinnati in 1992.

A. DAVID DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis is the Executive Vice President of CNG and oversees store operations,
human resources, the legal operations of CNG and the Arrow Media Group, a
wholly-owned subsidiary of CNG. Mr. Davis was Vice President of Provident Bank
for three years, where he was instrumental in developing the bank's proprietary
family of mutual funds and earned his Series 7 General Securities License, as
well as his Series 24 Principal's License, from the NASD. During that time, Mr.
Davis also served as Vice President and Sales Manager of Provident Securities
and Investment Company, a full service broker dealer. Mr. Davis currently serves
as President and Board Member of the Kentucky Deferred Deposit Association and
as a Board Member of the Wisconsin Deferred Deposit Association, the Indiana
Deferred Deposit Association, and the Ohio Check Cashiers Association. He
received his B.B.A. in Finance from the University of Cincinnati in 1987.

ALLEN L. DAVIS joined the Company as a director on November 16, 1999.
Mr. Davis has been actively involved in CNG, since his retirement on May 1,
1998, as President and CEO of Provident Financial Group, Inc., a financial
services institution headquartered in Cincinnati, Ohio. He held that position
for fourteen years.

ROLAND KOCH joined the Company as a director on November 16, 1999. Mr.
Koch is CNG's Senior Vice President responsible for the Information Systems
Department of CNG. Mr. Koch is additionally responsible for CNG's alternative
distribution strategy in host retailers, electronic card products, rewards
programs and information based marketing strategies. Prior to joining CNG, he
spent eleven years at Provident Financial Group as Senior Vice President, Chief
Information Officer and Chief Operations Officer responsible for implementing
several operational systems and automation systems for Year 2000 Readiness,
disaster recovery and back up; and business consolidation. He also worked for
ADP for thirteen years as Vice President in customer service, sales, product
development, and marketing management. Mr. Koch graduated from the Ohio State
University in 1969 with a Bachelor of Arts degree in the Humanities.

4
<PAGE>

HARVEY A. WAGNER was appointed to the Board of Directors on March 21,
2000 to fill the vacancy created by the action of the Board of Directors
pursuant to the Bylaws to increase the size of the Board of Directors from eight
(8) to nine (9). Mr. Wagner is the Executive Vice President and Chief Financial
Officer of PaySys International, Inc. ("PaySys"). Prior to joining PaySys, Mr.
Wagner served as the Executive Vice President of Finance and Administration and
Chief financial Officer of Premiere Technologies, Inc. During his 35 years of
financial experience in high technology companies he has also held the position
of Chief Financial Officer with Scientific Atlanta, Inc., Computervision
Corporation, and American Microsystems, Inc. and various senior financial
positions with GTE Corporation and Schlumberger, Ltd. Mr. Wagner is a member of
the Financial Executives Institute, the Institute of Management Accountants and
the National Association of Corporate Directors. He holds a BBA degree in
accounting from the University of Miami, where he sits on the President's
Council and is a member of the Executive Advisory Board of the Wharton School of
Business at the University of Pennsylvania.

CHARLES LA MONTAGNE joined FICI in 1994 as a Senior Vice President of
Banking Services and Chief Financial Officer. Mr. La Montagne was appointed
Chief Financial Officer and Executive Vice President of the Company on March 10,
1998.. Mr. La Montagne became a member of the Board of Directors on September
23, 1997 and resigned on November 17. 1999, in connection with the purchase of
the Company's Common Stock by CNG. On November 3, 1998, Mr. La Montagne became
the Company's Secretary. Prior to joining FICI, Mr. La Montagne worked in a
variety of Texas banks and refining companies for over 19 years serving in key
executive positions for the last 16 years. Mr. La Montagne has extensive
experience in a wide array of issues pertaining to financial control and
budgeting.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning
compensation of certain of the Company's executive officers (the "Named
Executives"), including the Company's Chief Executive Officer and all executive
officers whose total annual salary and bonus exceeded $100,000, for the years
ended December, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------ ---------
Securities
Underlying
Other Restricted Options
Name and annual Stock /SAR LTIP All other
Principal Salary Bonus Compensation Awards(s) Payouts Compensation
Position Year ($) ($) ($) ($) (#) ($) ($)
------------ ---- ------- ------- --------- ----------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth A. Klotz (1) 1999 $108,000 -0- -0- -0- 150,000 - -
1998 $89,941 -0- $2,400 -0- 50,000 - -
1997 $86,000 -0- $2,400 -0- - - -

</TABLE>

- ------------------------

(1) Mr. Klotz was appointed as the Company's Chief Executive Officer on
September 23, 1997.

5
<PAGE>

OPTION/SAR GRANTS TABLE DURING LAST FISCAL YEAR

The following table sets forth certain information concerning grants of
stock options to certain of the Named Executives, for the fiscal year ended
December 31, 1999:

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rate of
Stock Price Appreciation
Individuals Grants For Option Term (1)
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of
Securities Total
Underlying Options/
Options/ SARs Exercise
SARs Granted to Or Base
Granted Employees Price Expiration
Name (#) In Fiscal Year ($/Share) (1) Date (1) 5% ($) 10%($)
---- ----------- -------------- ------------- -------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Kenneth A. Klotz (2) 150,000 27% $0.23 8/06/04 $43,513 $63,942

</TABLE>

- --------------------

(1) This chart assumes a market price of $0.4075. For the Common Stock,
the average of the bid and asked prices for the Company's Common Stock in the
over-the-counter market, as of December 31, 1999, as the assumed market price
for the Common Stock with respect to determining the "potential realizable
value" of the shares of Common Stock underlying the options described in the
chart, as reduced by any lesser exercise price for such options. Each of the
options reflected in the chart was granted at exercise prices, which the Company
believes to have been determined based on 85% of the fair market value of the
Common Stock as of the date of grant. Further, the chart assumes the annual
compounding of such assumed market price over the relevant periods, without
giving effect to commissions or other costs or expenses relating to potential
sales of such securities. The Company's Common Stock has a limited trading
history. These values are not intended to forecast the possible future
appreciation, if any, in price or value of the Common Stock.

(2) Mr. Klotz was granted an option to purchase up to 150,000 shares of
Common Stock at an exercise price of $0.23 per share, or approximately 85% of
the fair market value of the Common Stock, as of such date.

COMPENSATION OF DIRECTORS

The Company does not currently compensate directors for services
rendered as directors.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

Except as set forth in employment agreements of certain employees of
the Company and its subsidiaries, the Company has no compensatory plans or
arrangements which relate to the resignation, retirement or any other
termination of an executive officer or key employee with the Company or a change
in control of the Company or a change in such executive officer's or key
employee's responsibilities following a change in control.

6
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors has a Compensation Committee comprised of the
following members of the Board of Directors: Allen L. Davis, Donald L. Thone and
Robert Feldman, each of whom may be deemed to be outside/non-employee director,
and an Audit Committee comprised of the following members of the Board of
Directors: Donald L. Thone and Robert Feldman, each of whom may be deemed to be
outside/non-employee director. The Board has no standing committee on
nominations or any other committees performing equivalent functions.

The Compensation Committee reviews and approves the annual salary and
bonus for each executive officer (consistent with the terms of any applicable
employment agreement), reviews, approves and recommends terms and conditions for
all employee benefit plans (and changes thereto) and administers the Company's
stock option plans and such other employee benefit plans as may be adopted by
the Company from time to time.

The Audit Committee reports to the Board regarding the appointment of
the independent public accountants of the Company, the scope and fees of the
prospective annual audit and the results thereof, compliance with the Company's
accounting and financial policies and management's procedures and policies
relative to the adequacy of the Company's system of internal accounting
controls.

The Board of Directors met 13 times during the year ended December 31,
1999. Each director attended at least 75% of the total meetings of the Board of
Directors and its committees held in 1999.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Compliance with Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Section 16(a) of the Exchange Act requires the Company's
directors, executive officers and beneficial holders of more than 10% of the
Company's Common Stock to file with the Commission initial reports of ownership
and reports of changes in ownership and reports of changes in ownership of such
equity securities of the Company. Based solely upon a review of such forms, or
on written representations from certain reporting persons that no other reports
were required for such persons, the Company believes that all reports required
pursuant to Section 16(a) with respect to its executive officers, directors and
10% beneficial stockholders for the fiscal year ended December 31, 1999 were
timely filed except as follows: CNG Financial Corporation did not timely file
reports regarding two transactions but in each case the required reports have
been filed.

7
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of January 1, 2000, the Company had issued and outstanding
38,511,512 shares of Common Stock. The following table reflects, as of January
1, 2000 (except for Mr. Wagner whose beneficial ownership is reflected as of
March 21, 2000) the beneficial Common Stock ownership of: (a) each director of
the Company, (b) each current named executive officer, (c) each person known by
the Company to be a beneficial owner of five percent (5%) or more of its Common
Stock and (d) all executive officers and directors of the Company as a group:

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP # PERCENT
- -------------------------------------- ---------------------------- -----------

CNG Financial Corporation 34,000,000(1) 88.28
4824 Socialville-Fosters Rd.
Mason, Ohio 45040

Allen Davis 34,000,000(1) 88.28
4824 Socialville-Fosters Rd.
Mason, Ohio 45040

Roland Koch 34,041,667(1)(2) 88.28
4824 Socialville-Fosters Rd.
Mason, Ohio 45040

Glenn M. Gallant 7,085,470(3) 18.40
3020 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311

Douglas R. Baetz 7,085,470(3) 18.40
3020 N.W. 33rd Avenue
Fort Lauderdale, Florida 33311

Kenneth A. Klotz 204,949(4)(5) *
1157 North 5th Street
Abilene, Texas 79601

Charles LaMontagne 206,365(4)(5) *
1157 North 5th Street
Abilene, Texas 79601

Olan Beard 202,000(4)(5) *
1157 North 5th Street
Abilene, Texas 79601

Robert M. Feldman 119,000(4)(5) *
2720 Sonata Drive
Columbus, Ohio 43209

Donald L. Thone 100,000(4)(5) *
202 Hickory Creek Lane
Little Rock, Arkansas 72212

8
<PAGE>

AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP # PERCENT
- -------------------------------------- ---------------------------- -----------

Harvey A. Wagner 50,000(6) *

All directors and officers as a group 34,582,315 88.50
(13 persons)

- --------------------

# Pursuant to the rules of the Commission, shares of Common Stock which
an individual or group has a right to acquire within 60 days pursuant to the
exercise of options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.

* Represents less than 1% of the issued and outstanding shares of the
Company.

(1) In September and October, 1999, pursuant to the terms of the
CLCK/CNG Stock Purchase Agreement, CNG purchased 24,000,000 shares of Common
Stock of the Company for a purchase price of $3,000,000. Pursuant to the
CLCK/CNG Stock Purchase Agreement, CNG was granted the CNG Stock Options to
purchase an additional 10,000,000 shares of Common Stock for the purchase price
of $2,000,000, which Stock Options must be exercised by CNG on or before
September 16, 2000. All such options are vested. The CNG Stock Options are
exercisable in whole, and not in part. CNG has orally agreed to exercise the CNG
Stock Options at any time that the Company indicates a need for these funds for
operations. However, no assurance can be given that CNG will exercise the CNG
Stock Options when called upon to do so. Messrs. Jared Davis, A. David Davis and
Allen Davis beneficially own the issued and outstanding common stock of CNG and
are officers and directors of CNG. Roland Koch is an officer of CNG.

(2) Includes options to acquire 125,000 shares of Common Stock at an
exercise price of $0.40 per share, of which 41,667 are vested.

(3) Includes 1,736,512 shares owned by Century, which is an affiliate
of both Messrs. Baetz and Gallant, and options to acquire 33,333 shares of
Common Stock at an exercise price of $0.62 per share.

(4) Includes options to acquire 50,000 shares of Common Stock at an
exercise price of $0.48 per share.

(5) Includes options, granted August 6, 1999, to acquire 150,000 shares
of Common Stock at an exercise price of $0.23 per share, of which 150,000 are
vested.

(6) Includes options to purchase up to 50,000 shares of Common Stock at
an exercise price of $0.27, all of which are vested.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the last two years Messrs. Gallant and Baetz, formerly the
largest stockholders of the Company, have had existing business relationships
and affiliations involving entities with which the Company is or has done
business. These business entities include Fi-Scrip Incorporated ("Fi-Scrip"),
Century Financial Group, Inc. ("Century"), Berwyn Holdings, Inc. ("Berwyn") and
Access Communications Corp. ("Access"). All transactions between the Company and
any of these affiliated entities may be deemed to not be at arms' length.
However, management of the Company believes that in all such cases the terms of
the agreements between the Company and any of these affiliated entities are or
were on terms at least equal to, if not better than, the terms available from
unaffiliated third parties.

On July 11, 1997, Messrs. Gallant and Baetz purchased Fi-Scrip, which
produces the software and firmware that drives ATMs and a wide-array of debit
card point-of-sale swipe machines. Fi-Scrip has entered into and agreement with
the Company to provide Fi-Scrip with certain services in connection with an
agreement that Fi-Scrip has with an unaffiliated third party to process ATM,
Point-of-Sale and EBT transactions. EBT transactions will produce $0.06 to $0.09
per transaction, paid by the federal government, of which the Company will be
paid a per-transaction fee of $0.02 and a fee of $3.50 per monthly statement
generated by the Company. This is in addition to certain other access fees that
the customer and merchant are charged. The transaction fee is in addition to the
merchant application and statement fees. During the year ended December 31,
1998, the Company billed approximately $168,000 for services rendered to
Fi-Scrip, of which $149,000 remained as accounts receivable at December 31,
1998. As of January 1, 1999, Messrs. Baetz and Gallant contributed, as
additional paid in capital, all of the common stock of Fi-Scrip to the Company
for no consideration.

On September 11, 1997, the Company entered into a line of credit with
Century. The line of credit provided for an aggregate maximum amount of
$2,000,000 of credit, secured by all of the Company's assets, at an interest
rate of ten percent (10%) per annum. On October 31, 1998, the Company renewed
the line of credit, and reduced the aggregate maximum amount of available credit
to $700,000. As of December 31, 1999, the $800,000 principal outstanding
obligation to Century on the line of credit had been paid off completely.

On September 16, 1999, FICI terminated an eight hundred thousand dollar
($800,000) unsecured operating line of credit through Century. FICI, through
negotiations with Century, was able to offset $576,352 in accounts receivable
from Century to FICI against the $827,921 balance of the line of credit, which
included $27,921 in accrued interest payable, and through the Company issued
$1,006,276 shares of the Company's Common Stock in consideration of the
remaining $251,569 balance of the line of credit. The line of credit carried an
annual percentage rate of ten percent (10%). Under the terms of the line of
credit, FICI paid interest on a monthly basis with the unpaid principal due at
maturity, September 15, 1999. The outstanding balance on the line of credit as
of December 31, 1998 and 1997 was $700,000 and $1,300,000, respectively.

On September 16, 1999, Fi-Scrip effectively terminated an operating
line of credit through Century. Fi-Scrip through negotiations with Century was
able to, through the Company, issue 730,236 shares of the Company's Common Stock
in consideration of the $182,559 balance of the line of credit of two hundred
and fifty thousand dollars ($250,000). The note carried an annual percentage
rate of ten percent (10%). Under the terms of the note, Fi-Scrip paid interest
on a monthly basis with the unpaid principal due on demand.

On December 1, 1997, FICI entered into a lease agreement with Century
for office space located at 2701 West Oakland Park Boulevard. Ft. Lauderdale,
Florida, 33311. The term of the lease was for one (1) year for the sum of
$31,746, plus applicable sales and use taxes. The Company also agreed to pay
Century, as additional rent, its share of the operating expenses associated with
the premises. On December 1, 1998 the lease expired and the Company did not
renew the lease.

During the year ended December 31, 1999, the Company billed Century for
services rendered in the amount of approximately $457,113. The $475,113 was
netted against the notes payable to Century by the FICI and Fi-Scrip in
connection with the CLCK/Century Stock Purchase Agreement dated as of September
16, 1999.

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During the year ended December 31, 1998, the Company billed Century for
services rendered in the amount of $119,200. This amount remained as an account
receivable at December 31, 1998, which was offset by an allowance for bad debt
in the same amount at December 31, 1998.

During the year ended December 31, 1998, the Company generated
approximately $1,650 in net revenues from Berwyn.

On May 1, 1998, the Company entered into a three-year agreement with
Access. Access is a reseller of long distance telephone and other
telecommunications services and products. The agreement designated Access as the
carrier of choice and provided for Access to charge the Company $0.0525 per
minute for all long distance calls. During the year ended December 31, 1998, the
Company was billed approximately $73,000 for services rendered by Access. For
the year ended December 31, 1999, the Company was billed approximately $30,000
for services rendered by Access. In a letter dated June 6, 1999, the Company
terminated the agreement with Access and currently uses MCI Worldcom as its long
distance and telecommunications service provider.

In September and October, 1999 CNG purchased 24,000,000 shares of
Common Stock for an aggregate purchase price of $3,000,000. Pursuant to the
CLCK/CNG Stock Purchase Agreement, CNG was granted the CNG Stock Options to
purchase an additional 10,000,000 shares of Common Stock for the purchase price
of $2,000,000, which must be exercised by CNG on or before September 16, 2000.
All such options are vested. The Stock Options are exercisable in whole, and not
in part. CNG has orally agreed to exercise the CNG Stock Options at any time
that the Company indicates a need for these funds for operations. However, no
assurance can be given that CNG will exercise the CNG Stock Options when called
upon to do so.

In connection with the CNG transaction, the Company issued to Century
1,736,512 shares of Common Stock in consideration of the cancellation of the
obligation of $434,128 due and payable by the Company to Century.

As of the date of this Proxy Statement, the Company has entered into an
agreement with CNG to perform data processing and other services in connection
with CNG's various business activities. The agreement is for a initial term of
three (3) years. CNG operates various programs through its various business
activities including credit card and debit card programs, a payday loan program
through its Check `n Go stores. Lastly, the Company has begun to provide
services to the portions of CNG's business operations, which relate to
collections and the Company is to provide software development services for the
automation of the various CNG operations. The Company began generating revenues
from its relationship with CNG in February, 2000. The Company estimates that the
value of services to be provided to CNG in 2000 by the Company should be
approximately $900,000. However, no assurance to that effect can be given.

On February 16, 2000 the Company issued an unsecured promissory note
(the "Demand Promissory Note) to CNG. The Promissory Note, in the principal sum
of $500,000, carries an interest rate of 11.75% and is due and payable on demand
in one installment, together with all accrued and unpaid interest thereon;
provided, however, that accrued interest shall be payable on March 1, 2000 and
on the first day of each month thereafter until the debt is paid in full. On
April __, 2000, the Company and CNG executed a term sheet which provides that
CNG shall provide the Company a revolving line of credit up to a maximum
principal amount of $2,000,000 to be evidenced by a convertible promissory note
(the "Convertible Promissory Note"). The Convertible Promissory Note will mature
three years from its date of issuance and will bear interest at the rate of
11.5% per annum payable quarterly. The Company will be permitted to draw on the
line of credit in $500,000 increments at 30-day intervals. The initial draw
under the revolving line of credit will be used to retire the Demand Promissory
Note. The Convertible Promissory Note will be convertible into 10,000,000 shares
based upon the conversion rate of $.20 principal amount of the Convertible
Promissory Note per share subject to anti-dilution adjustments. The Company will
also issue two warrants (Warrant A and Warrant B) to CNG, which will be
exercisable if certain revenue targets are met. Warrant A expires April 30, 2001
and may become exercisable to purchase a maximum of 2,000,000 shares of Common
Stock at $.01 per share if the total revenues of Finity are $620,000 or more for
any month prior to the expiration date of Warrant A. Warrant B expires April 30,
2002 and may become exercisable to purchase a maximum of 5,000,000 shares of
Common Stock at $.01 per share if the total revenues of Finity are $1,120,000 or
more for any month prior to the expiration date of Warrant B.

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<PAGE>

The Company uses credit card processing software (Vision Plus) licensed
from PaySys. Mr. Wagner, who is a member of the Board of Directors of the
Company, is the Executive Vice President and Chief Financial Officer of PaySys.
The Compay paid PaySys license fees in the amount of $911,300 and $340,550 for
the years ended December 31, 1999 and 1998, respectively.

PROPOSAL 2:
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

Approval of Proposal 2 constitutes adoption of an amendment to the
Certificate of Incorporation of the Company (see "Appendix A"). The Board of
Directors has approved the proposal to adopt the amendment to the Certification
of Incorporation subject to stockholder approval.

The proposed amendment to the Certificate of Incorporation will
increase the authorized shares of Common Stock from 50,000,000 to 100,000,000
shares and change the name of the Company to Finity Holdings, Inc..

As of December 31, 1999, 38,511,512 (77%) of the Company's authorized
shares of Common Stock were issued and outstanding and an additional 11,116,666
shares of Common Stock were required to reserved for issuance under various
outstanding stock options, warrants and convertible securities.

The Board of Directors believes that it is necessary and desirable to
increase the number of shares of Common Stock which the Company is authorized to
issue in order to enable the Company to (i) meet future capital needs, (ii) take
advantage of opportunities when they arise, and (iii) have sufficient shares of
Common Stock available for additional stock options, warrants and convertible
securities and, if warranted, stock dividends or stock splits. The Board of
Directors has no present plans, arrangements, commitments or undertakings for
the issuance of additional shares of Common Stock other than the issuance of
shares pursuant to the exercise of outstanding stock options and shares of
Common Stock which may become issuable upon conversion by CNG of the Convertible
Promissory Note or upon exercise by CNG of Warrant A or Warrant B.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Under the Company's Certificate of Incorporation and Delaware law, the
adoption of the Certificate of Incorporation must be approved by the affirmative
vote of the holders of a majority of the issued and outstanding shares of the
Company's Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL

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PROPOSAL 3:
APPROVAL OF THE COMPANY'S 2000 STOCK OPTION PLAN

GENERAL

The 2000 Stock Option Plan (the "2000 Stock Option Plan") was adopted
by the Board of Directors on November 16, 1999. The Company has reserved for
issuance thereunder an aggregate of 4,000,000 shares of Common Stock. The 2000
Stock Option Plan provides for the grant to employees of the Company of
incentive stock options within the meaning of Section 422 of the Code, and for
the grant to employees and consultants of nonstatutory stock options.

The success of the Company depends upon its ability to attract and
retain highly qualified and competent employees. The 2000 Stock Option Plan
enhances that ability and provides additional incentive to such personnel to
advance the interests of the Company and its stockholders. Management of the
Company believes that the reservation of 4,000,000 shares of Common Stock for
issuance under the 2000 Stock Option Plan would provide a sufficient number of
shares reserved for issuance to enable the Company to compete with other
companies to attract and retain valuable employees.

A description of the 2000 Stock Option Plan is set forth below. The
description is intended to be a summary of the material provisions of the 2000
Stock Option Plan and does not purport to be complete. The following discussion
summarizes certain aspects of the 2000 Stock Option Plan, but is qualified in
its entirety by reference to the 2000 Stock Option Plan which is attached hereto
as "Appendix B."

2000 STOCK OPTION PLAN

The general purposes of the 2000 Stock Option Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to employees and consultants of the Company and
to promote the success of the Company's business. It is intended that these
purposes will be effected through the granting of stock options, which may be
either "incentive stock options" as defined in Section 422 of the Code, or
nonstatutory stock options.

The 2000 Stock Option Plan provides that options may be granted to the
employees (including officers and directors who are employees) and consultants
of the Company, or of any parent or subsidiary of the Company. Incentive stock
options may be granted only to employees. An employee or a consultant who has
been granted an option may, if otherwise eligible, be granted additional
options. As of December 31, 1999, the Company had approximately 65 employees.

As of November 16, 1999, the Company's Board of Directors approved the
Company's 2000 Stock Option Plan, subject to the ratification of the Company's
stockholders. The Company has reserved for issuance up to 4,000,000 shares of
Common Stock under the 2000 Stock Option Plan. No options have been granted
under the 2000 Stock Option Plan as of the date of this Proxy Statement.

ADMINISTRATION OF AND ELIGIBILITY UNDER 2000 STOCK OPTION PLAN.

The 2000 Stock Option Plan, as adopted, provides for the issuance of
options to purchase shares of Common Stock to officers, directors, employees,
independent contractors and consultants of the Company and its subsidiaries as
an incentive to remain in the employ of or to provide services to the Company
and its subsidiaries. The 2000 Stock Option Plan authorizes the issuance of
incentive stock options ("ISOs"), non-qualified stock options ("NSOs") and stock
appreciation rights ("SARs") to be granted by a committee (the "Committee") to
be established by the Board of Directors to administer the 2000 Stock Option
Plan, which will consist of at least two outside directors of the Company.

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<PAGE>

Subject to the terms and conditions of the 2000 Stock Option Plan, the
Committee will have the sole authority to determine: (a) the persons
("optionees") to whom options to purchase shares of Common Stock and SARs will
be granted, (b) the number of options and SARs to be granted to each such
optionee, (c) the price to be paid for each share of Common Stock upon the
exercise of each option, (d) the period within which each option and SAR will be
exercised and any extensions thereof, and (e) the terms and conditions of each
such stock option agreement and SAR agreement which may be entered into between
the Company and any such optionee. The Committee may in its sole discretion
accelerate the exercisability of any or all options or SARs.

All officers, directors and employees of the Company and its
subsidiaries and certain consultants and other persons providing significant
services to the Company and its subsidiaries will be eligible to receive grants
of options and SARs under the 2000 Stock Option Plan. However, only employees of
the Company and its subsidiaries are eligible to be granted ISOs.

TERMS OF STOCK OPTIONS AND SARS

STOCK OPTION AGREEMENTS. All options granted under the 2000 Stock
Option Plan will be evidenced by an option agreement or SAR agreement between
the Company and the optionee receiving such option or SAR. Provisions of such
agreements entered into under the 2000 Stock Option Plan need not be identical
and may include any term or condition which is not inconsistent with the 2000
Stock Option Plan and which the Committee deems appropriate for inclusion.

INCENTIVE STOCK OPTIONS. Except for ISOs granted to stockholders
possessing more than ten percent (10%) of the total combined voting power of all
classes of the securities of the Company or its subsidiaries to whom such
ownership is attributed on the date of grant ("Ten Percent Stockholders"), the
exercise price of each ISO must be at least 100% of the fair market value of the
Company's Common Stock as determined on the date of grant. ISOs granted to Ten
Percent Stockholders must be at an exercise price of not less than 110% of such
fair market value.

Each ISO must be exercised, if at all, within ten (10) years from the
date of grant, but, within five (5) years of the date of grant in the case of
ISO's granted to Ten Percent Stockholders.

An optionee of an ISO may not exercise an ISO granted under the 2000
Stock Option Plan so long as such person holds a previously granted and
unexercised ISO.

The aggregate fair market value (determined as of time of the grant of
the ISO) of the Common Stock with respect to which the ISOs are exercisable for
the first time by the optionee during any calendar year shall not exceed
$100,000.

NON-QUALIFIED STOCK OPTIONS. The exercise price of each NSO will be
determined by the Committee on the date of grant. The Company hereby undertakes
not to grant any non-qualified stock options under the 2000 Stock Option Plan at
an exercise price less than 85% of the fair market value of the Common Stock on
the date of grant of any non-qualified stock option under the 2000 Stock Option
Plan.

The exercise period for each NSO will be determined by the Committee at
the time such option is granted, but in no event will such exercise period
exceed ten (10) years from the date of grant.

STOCK APPRECIATION RIGHTS. Each SAR granted under the 2000 Stock Option
Plan will entitle the holder thereof, upon the exercise of the SAR, to receive
from the Company, in exchange therefor, an amount equal in value to the excess
of the fair market value of the Common Stock on the date of exercise of one
share of Common Stock over its fair market value on the date of exercise of one
share of Common Stock over its fair market value on the date of grant (or in the
case of an SAR granted in connection with an option, the excess of the fair
market of one share of Common Stock at the time of exercise over the option
exercise price per share under the option to which the SAR relates), multiplied
by the number of shares of Common Stock covered by the SAR or the option, or
portion thereof, that is surrendered.

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SARs will be exercisable only at the time or times established by the
Committee. If an SAR is granted in connection with an option, the SAR will be
exercisable only to the extent and on the same conditions that the related
option could be exercised. The Committee may withdraw any SAR granted under the
2000 Stock Option Plan at any time and may impose any conditions upon the
exercise of an SAR or adopt rules and regulations from time to time affecting
the rights of holders of SARs.

LIMIT TO OPTIONS GRANTED UNDER THE 2000 STOCK OPTION PLAN. Under
Section 162(m) of the Code, which was enacted in 1993, the deductibility for
federal income tax purposes of compensation paid to the Company's Chief
Executive Officer and the four other most highly compensated executive officers
who receive salary and bonus in excess of $100,000 in a particular year is
limited to $1,000,000 per year per individual. For purposes of this legislation,
compensation expense attributable to stock options and SARs would be subject to
this limitation unless, among other things, the option plan under which the
options and SARs is granted includes a limit on the number of shares with
respect to which awards may be made to any one employee in a fiscal year. Such a
potential compensation expense deduction could arise, for example, upon the
exercise by one of these executive of a nonstatutory option, i.e., an option
that is not an incentive stock option qualifying for favorable tax treatment, or
upon a disqualifying disposition of stock received upon exercise of an incentive
stock option.

In order to exclude compensation resulting from options granted under
the Company's 2000 Stock Option Plan from the $1,000,000 limit on deductibility,
the Board of Directors has approved a provision in the 2000 Stock Option Plan
which will place a 125,000 share limit on the number of options that may be
granted under the 2000 Stock Option Plan to an employee in any fiscal year. This
limit is subject to appropriate adjustment in the case of stock splits, reverse
stock splits and the like. The purpose of this provision, which is intended to
comply with Section 162(m) of the Code and the regulations thereunder, is to
preserve the Company's ability to deduct in full any compensation expense
related to stock options.

TERMINATION OF OPTION AND TRANSFERABILITY. In general, any unexpired
options and SARs granted under the 2000 Stock Option Plan will terminate: (a) in
the event of death or disability, pursuant to the terms of the option agreement
or SAR agreement, but not less than six (6) months or more than twelve (12)
months after the applicable date of such event, (b) in the event of retirement,
pursuant to the terms of the option agreement or SAR agreement, but no less that
thirty (30) days or more than three (3) months after such retirement date, or
(c) in the event of termination of such person other than for death, disability
or retirement, until thirty (30) days after the date of such termination.

The options and SARs granted under the 2000 Stock Option Plan generally
will be non-transferable, except by will or the laws of descent and
distribution. However, the Committee may (but is not required to) permit the
transfer of non-qualified options to a member of an optionee's family or to a
trust, provided that the sole beneficiaries of such trust are one or more
members of the optionee's family.

ADJUSTMENTS RESULTING FROM CHANGES IN CAPITALIZATION. The number of
shares of Common Stock reserved under the 2000 Stock Option Plan and the number
and price of shares of Common Stock covered by each outstanding option or SAR
under the 2000 Stock Option Plan will be proportionately adjusted by the
Committee for any increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from any stock dividends, split-ups,
consolidations, recapitalization, reorganizations or like event.

AMENDMENT OR DISCONTINUANCE OF STOCK OPTION PLAN. The Board of
Directors has the right to amend, suspend or terminate the 2000 Stock Option
Plan at any time. Unless sooner terminated by the Board of Directors, the 2000
Stock Option Plan will terminate on November 16, 2009, the tenth (10th)
anniversary date of the effectiveness of the 2000 Stock Option Plan.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS. Options granted under the
2000 Stock Option Plan may be either "incentive stock options," as defined in
Section 422 of the Code, or nonstatutory options.

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<PAGE>

An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long-term capital gain or loss. If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of:
(i) the fair market value of the shares at the date of the option exercise, or
(ii) the sale price of the shares. A different rule for measuring ordinary
income upon such a premature disposition may apply if the optionee is also an
officer, director or Ten Percent Stockholder of the Company. Generally, the
Company will be entitled to a deduction in the same amount as the ordinary
income recognized by the optionee. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as ordinary
income will be characterized as long-term or short-term capital gain or loss,
depending on the holding period.

All other options that do not qualify as incentive options are referred
to as nonstatutory options. An optionee will not recognize any taxable income at
the time he or she is granted a non-statutory option. However, upon its
exercise, the optionee will recognize taxable income generally measured as the
excess of the then fair market value of the shares purchased over the purchase
price. Any taxable income recognized in connection with an option exercise by an
option who is also an employee of the Company will be subject to tax withholding
by the Company. Upon the resale of such shares by the optionee, any difference
between the sale price and the optionee's purchase price, to the extent not
recognized as taxable income as described above, will be treated as long-term
capital gain or loss, depending on the holding period.

Generally, the Company will be entitled to a tax deduction in the same
amount as the ordinary income recognized by the optionee with respect to shares
acquired upon exercise of a nonstatutory option.

The foregoing is only a summary of the effect of federal income
taxation upon the optionee and the Company with respect to the grant and
exercise of options under the 2000 Stock Option Plan, does not purport to be
complete, and does not discuss the tax consequences of the optionee's death or
the income tax laws of any municipality, state or foreign country in which an
optionee may reside.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Approval of the 2000 Stock Option Plan requires the affirmative vote of
a majority of the combined Votes Cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL

PROPOSAL 4:
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT.

The Board of Directors of the Company has appointed the firm of Davis
Kinard & Co. P.C. as independent certified public accountants for the Company
for the year ending December 31, 2000, subject to stockholder approval. The
Company has been advised by Davis Kinard & Co. P.C. that neither that firm nor
any of its partners has any material relationship with the Company or any
affiliate of the Company.

A representative of Davis Kinard & Co. P.C. is expected to be present
at the Meeting to make a statement, if he or she desires to do so, and to be
available to respond to appropriate questions at the Meeting. In the event that
the stockholders disapprove the appointment of Davis Kinard & Co. P.C. as
independent public accountants for the Company, the Board of Directors will
review its selection.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS.

Approval of the appointment of Davis Kinard & Co. P.C. as independent
certified public accountants for the Company for the year ending December
31,2000 requires the affirmative vote of a majority of the combined Votes Cast.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF DAVIS KINARD & CO. P.C. AS THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31,2000.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be included in the proxy statement
for the 2001 Annual Meeting of Stockholders must be received by the Company at
its principal executive offices no later than _________, 2001. In addition, if a
stockholder fails to provide the Company notice of any stockholder proposal on
or before _________, 2001, then the Company may vote in its discretion as to the
proposal all of the shares for which it has received proxies for the 2001 Annual
Meeting of Stockholders.

OTHER MATTERS

The Company knows of no other matters to be submitted at the Meeting.
If any other matters properly come before the Meeting, it is the intention of
the persons named in the enclosed proxy card to vote the shares they represent
as the Board of Directors may recommend.

By Order of the Board of Directors of
COLUMBIA CAPITAL CORP.

By: /s/ Kenneth A. Klotz
----------------------------------
Kenneth A. Klotz
Chief Executive Officer
Abilene, Texas
April 7, 2000

17
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STOCKHOLDER PROPOSALS

OTHER MATTERS

By Order of the Board of Directors of
COLUMBIA CAPITAL CORP.

By: /S/ Kenneth A. Klotz
---------------------------------
Kenneth A. Klotz
Chief Executive Officer

Abilene, Texas
April 6, 2000

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ANNEX A
PROPOSED AMENDMENTS TO CERTIFICATE OF INCORPORATION

Article First and Paragraph 1 of Article Fourth of the Restated
Certificate of Incorporation of Columbia Capital Corp. are hereby amended in
their entirety to read as follows:

FIRST: The name of the corporation is Finity Holdings, Inc.

FOURTH: 1. The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred and Five Million (105,000,000)
shares, consisting of One Hundred Million (100,000,000) shares of Common Stock,
par value $0.001 per share (the "Common Stock"), and Five Million (5,000,000)
shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").

IN WITNESS WHEREOF Columbia Capital Corp. has caused this Amendment to
Restated Certificate of Incorporation to be executed by its President and to be
attested to by its Secretary as of the ___th day of _________,2000.

Columbia Capital Corp.

By: /S/ Kenneth A. Klotz
----------------------------------
Kenneth A. Klotz
Chief Executive Officer

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ANNEX B
COLUMBIA CAPITAL CORP. 2000 STOCK OPTION PLAN

1. PURPOSE. The purpose of the Columbia Capital Corp. 2000 Stock Option
Plan (the "Plan"), is to provide an incentive to officers, directors, employees,
independent contractors, and consultants of Columbia Capital Corp., a Delaware
corporation (sometimes referred to herein as the "Company"), and any parent
companies and subsidiaries (together with the Company herein collectively
referred to as "CLCK") to remain in the employ of CLCK or provide services to
CLCK and contribute to its success.

As used in the Plan, the term "Code" shall mean the Internal Revenue
Code of 1986, as amended, and any successor statute, and the terms "Parent" and
"Subsidiary" shall have the meanings set forth in Sections 424(e) and (f) of the
Code.

This Plan was adopted by the Board of Directors as of November 16,
1999, and the stockholders of the Company as of ___________,2000.

2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Plan Committee") which shall be established by the Board of Directors of the
Company (the "Board"). The Plan Committee shall be comprised of at least two
members who shall be outside directors of the Company, as defined in Section
162(m) of the Code or any successor provision. Members of the Plan Committee
shall be appointed, both initially and as vacancies occur, by the Board. The
Board may serve as the Plan Committee if by the terms of the Plan all members of
the Board are otherwise eligible to serve on the Plan Committee. The Board, at
any time it so desires, may increase or decrease, but not below two, the number
of members of the Plan Committee, may remove from membership on the Plan
Committee all or any portion of its members, and may appoint such person or
persons as it desires to fill any vacancy existing on the Plan Committee,
whether by removal, resignation or otherwise. The provisions of the Plan and all
option and stock appreciation right (SAR) agreements executed pursuant thereto,
and its decisions shall be conclusive and binding upon all interested persons.
Subject to the provisions of the Plan, the Plan Committee shall have the sole
authority to determine:

(a) The persons (hereinafter, "optionees") to whom options to
purchase shares of Common Stock of the Company ("Stock") and SARs shall be
granted;

(b) The number of options and SARs to be granted to each
optionee;

(d) The period within which each option and SAR shall be
exercised and, with the consent of the optionee, any extensions of such period
(provided, however, that the original period and all extensions shall not exceed
the maximum period permissible under the Plan); and

(e) The terms and conditions of each stock option and/or SAR
agreement entered into between the Company and persons to whom the Company has
granted an option or SAR and of any amendments thereto (provided that the
optionee consents to each such amendment).

The Plan Committee may in its sole discretion accelerate the
exercisability of any or all options or SARs. The Plan Committee shall meet at
such times and places as it determines, including by means of a telephone
conference call. A majority of the members shall constitute a quorum, and a
decision of a majority of those present at any meeting at which a quorum is
present shall constitute the decision of the Plan Committee. A memorandum signed
by all of the members of the Plan Committee shall constitute the decision of the
Plan Committee without the necessity, in such event, for holding an actual
meeting.

3. ELIGIBILITY. Officers, directors and employees of CLCK independent
contractors, consultants and other persons providing significant services to
CLCK shall be eligible to receive grants of options under the Plan.

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4. STOCK SUBJECT TO PLAN. There shall be reserved for issue, upon the
exercise of options granted under the Plan, 1,250,000 shares of Stock or the
number of shares of Stock, which, in accordance with the provisions of Section 9
hereof, shall be substituted therefor. Such shares may be treasury shares. If an
option granted under the Plan shall expire or terminate for any reason without
having been exercised in full, unpurchased shares subject thereto shall again be
available for the purposes of the Plan. The maximum number of shares with
respect to which options which may be granted to an optionee who is an employee
of CLCK shall not exceed 125,000 shares in any fiscal year during the term of
the Plan.

5. TERMS OF OPTIONS AND SARS.

(a) Incentive Stock Options. It is intended that options
granted pursuant to this Section 5(a) qualify as incentive stock options as
defined in Section 422 of the Code. Incentive stock options shall be granted
only to employees of CLCK. Each stock option agreement evidencing an incentive
stock option shall provide that the option is subject to the following terms and
conditions and to such other terms and conditions not inconsistent therewith as
the Plan Committee may deem appropriate in each case:

(1) OPTION PRICE. The price to be paid for each share
of Stock upon the exercise of each incentive stock option shall be determined by
the Plan Committee at the time the option is granted, but shall in no event be
less than 100% of the Fair Market Value (as defined below) of the shares on the
date the option is granted, or not less than 110% of the Fair Market Value of
such shares on the date such option is granted in the case of an individual then
owning (within the meaning of Section 424(d) of the Code) 10% or more of the
total combined voting power of all classes of stock of the Company or of its
Parent or Subsidiaries. As used in this Plan, the term "date the option is
granted" means the date on which the Plan Committee authorizes the grant of an
option hereunder or any later date specified by the Plan Committee. For the
purposes of the Plan, Fair Market Value of the shares shall be (i) the closing
sales price of shares of Stock sold on the New York Stock Exchange, American
Stock Exchange or the NASDAQ National Market System on the date the option is
granted (or if there was no sale on such date, the highest asked price for the
Stock on such date), (ii) if the Stock is not listed on either of those
exchanges or traded on the NASDAQ National Market System on the date the option
is granted, the mean between the "bid" and "asked" price of the Stock in the
National Over-The-Counter Market (or other similar market quotation system) on
the date the option is granted, or (iii) if the Stock is not traded in any
market, the price determined by the Plan Committee to be the fair market value,
based upon such evidence as it may deem necessary or desirable.

(2) PERIOD OF OPTION AND EXERCISE. The period or
periods within which an option may be exercised shall be determined by the Plan
Committee at the time the option is granted, but in no event shall any option
granted hereunder be exercised more than ten years from the date the option was
granted nor more than five years from the date the option was granted in the
case of an individual then owning (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or of its Parent or Subsidiaries.

(3) PAYMENT FOR STOCK. The option exercise price for
each share of Stock purchased under an option shall be paid in full at the time
of purchase. The Plan Committee may provide that the option price be payable, at
the election of the holder of the option and with the consent of the Plan
Committee, in whole or in part either in cash or by delivery of Stock in
transferable form, such Stock to be valued for such purpose at its Fair Market
Value on the date on which the option is exercised. No share of Stock shall be
issued upon exercise until full payment therefor has been made, and no optionee
shall have any rights as an owner of Stock until the date of issuance to him of
the stock certificate evidencing such Stock.

(4) LIMITATION ON AMOUNT BECOMING EXERCISABLE IN ANY
ONE CALENDAR YEAR. Subject to the overall limitations of Section 4 hereof
(relating to the aggregate shares subject to the Plan), the aggregate Fair
Market Value (determined as of the time the option is granted) of Stock with
respect to which incentive stock options are exercisable for the first time by
the optionee during any calendar year (under the Plan and all other incentive
stock option plans of the Company, the Parent, and Subsidiaries) shall not
exceed $100,000.

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<PAGE>

(b) NONQUALIFIED STOCK OPTIONS. Nonqualified stock options may
be granted not only to employees but also to directors who are not employees of
CLCK and to consultants, independent contractors and other persons who provide
substantial services to CLCK. Each nonqualified stock option granted under the
Plan shall be evidenced by a stock option agreement between the person to whom
such option is granted and the Company. Such stock option agreement shall
provide that the option is subject to the following terms and conditions and to
such other terms and conditions not inconsistent therewith as the Plan Committee
may deem appropriate in each case:

(1) OPTION PRICE. The price to be paid for each share
of stock upon the exercise of an option shall be determined by the Plan
Committee at the time the option is granted, but in no event shall be less than
85% of the Fair Market Value of the shares on the date the option is granted. As
used in this Plan, the term "date the option is granted" means the date on which
the Plan Committee authorized the grant of an option hereunder or any later date
specified by the Plan Committee. To the extent that the fair market value of
Stock is relevant to the pricing of the option by the Plan Committee, fair
market value of the Stock shall be determined as set forth in Section 5(a)(1)
hereof.

(2) PERIOD OF OPTION AND EXERCISE. The periods,
installments or intervals during which an option may be exercised shall be
determined by the Plan Committee at the time the option is granted, but in no
event shall such period exceed 10 years from the date the option is granted.

(3) PAYMENT FOR STOCK. The option exercise price for
each share of Stock purchased under an option shall be paid in full at the time
of purchase. The Plan Committee may provide that the option exercise price be
payable at the election of the holder of the option, with the consent of the
Plan Committee, in whole or in part either in cash or by delivery of Stock in
transferable form, such Stock to be valued for such purpose at its Fair Market
Value on the date on which the option is exercised. No share of Stock shall be
issued until full payment therefor has been made, and no optionee shall have any
rights as an owner of shares of Stock until the date of issuance to him of the
stock certificate evidencing such Stock.

(c) STOCK APPRECIATION RIGHTS. SARs may be granted in writing
under the Plan by the Plan Committee subject to the following terms and
conditions and such other terms and conditions as the Plan Committee may
prescribe.

(1) RIGHT OF OPTIONEE. Each SAR shall entitle the
holder thereof, upon the exercise of the SAR, to receive from the Company in
exchange therefor an amount equal in value to the excess of the Fair Market
Value on the date of exercise of one share of Stock over its Fair Market Value
on the date of grant (or, in the case of an SAR granted in connection with an
option, the excess of the Fair Market Value of one share of Stock at the time of
exercise over the option exercise price per share under the option to which the
SAR relates), multiplied by the number of shares covered by the SAR or the
option, or portion thereof, that is surrendered. No SAR shall be exercisable at
a time that the amount determined under this subparagraph is negative. Payment
by the Company upon exercise of an SAR shall be made in Stock valued at the Fair
Market Value of the Stock on the date of exercise.

(2) EXERCISE. An SAR shall be exercisable only at the
time or times established by the Plan Committee. If an SAR is granted in
connection with an option, the following rules shall apply: (i) the SAR shall be
exercisable only to the extent and on the same conditions that the related
option could be exercised; (ii) upon exercise of the SAR, the option or portion
thereof to which the SAR relates terminates; and (iii) upon exercise of the
option, the related SAR or portion thereof terminates.

(3) RULES. The Plan Committee may withdraw any SAR
granted under the Plan at any time and may impose any conditions upon the
exercise of an SAR or adopt rules and regulations from time to time affecting
the rights of holders of SARs granted prior to adoption or amendment of such
rules and regulations as well as SARs granted thereafter.

(4) FRACTIONAL SHARES. No fractional shares shall be
issued upon exercise of an SAR. In lieu thereof, cash may be paid in an amount
equal to the value of the fraction or, if the Plan Committee shall determine,
the number of shares may be rounded downward to the next whole share.

22
<PAGE>

(5) SHARES SUBJECT TO PLAN. Upon the exercise of an
SAR for shares, the number of shares of Stock reserved for issuance under the
Plan shall be reduced by the number of shares issued.

6. NONTRANSFERABILITY. Except as otherwise provided in this Section 6,
the incentive stock options and SARs granted pursuant to the Plan shall be
nontransferable except by will or the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death or for options
other than incentive stock options, pursuant to a qualified domestic relations
order as defined in the Code or Title I of the Employee Retirement Income
Security Act and shall be exercisable during the optionee's lifetime only by him
(or, in the case of a transfer pursuant to a qualified domestic relations order,
by the transferee under such qualified domestic relations order) and after his
death, by his personal representative or by the person entitled thereto under
his will or the laws of intestate succession. With respect to nonqualified stock
options granted under this Plan, the Plan Committee may (but is not required to)
permit the transfer of such options to a member of the optionee's family or to a
trust, provided that the sole beneficiaries of such trust are one or more
members of the optionee's family.

7. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. Unless otherwise
specified in the applicable option and/or SAR agreement or SAR, upon termination
of the optionee's employment or other relationship with CLCK, his rights to
exercise options and SARs then held by him shall be only as follows (in no case
do the time periods referred to below extend the term specified in any option):

(a) DEATH OR DISABILITY. Upon the death or disability (within
the meaning of Section 22(e)(3) of the Code) of an optionee, any option or SAR
which he holds may be exercised (to the extent exercisable at his death or
disability), unless it otherwise expires, within such period after the date of
his death (not less than six months nor more than twelve months) as the Plan
Committee shall prescribe in his option agreement or SAR, by the optionee or, in
the event of death, by the optionee's representative or by the person entitled
thereto under his will or the laws of intestate succession.

(b) RETIREMENT. Upon the retirement (either pursuant to an
CLCK retirement plan, if any, or pursuant to the approval of the Board) of an
officer, director or employee, an outstanding option or SAR may be exercised (to
the extent exercisable at the date of such retirement) by him within such period
after the date of his retirement (provided that such period is no less than 30
days and no more than three months) as the Plan Committee shall prescribe in his
option agreement or SAR.

(c) OTHER TERMINATION. In the event an officer, director or
employee ceases to serve as an officer or director or leaves the employ of CLCK
for any reasons other than as set forth in (a) and (b), above, or a nonemployee
ceases to provide services to CLCK, any option or SAR which he holds shall
remain exercisable (to the extent exercisable as of the date of such
termination) until 30 days after the date of such termination.

8. TRANSFER TO RELATED CORPORATION. In the event an employee leaves the
employ of the Company to become an employee of a Parent or a Subsidiary or any
employee leaves the employ of a Parent or a Subsidiary to become an employee of
the Company or another Parent or Subsidiary, such employee shall be deemed to
continue as an employee for purposes of this Plan.

9. ADJUSTMENT OF SHARES; TERMINATION OF OPTIONS AND SARS.

(a) ADJUSTMENT OF SHARES. In the event of changes in the
outstanding Stock by reason of stock dividends, split-ups, consolidations,
recapitalization, reorganizations or like events (as determined by the Plan
Committee), an appropriate adjustment shall be made by the Plan Committee in the
number of shares reserved under the Plan, in the number of shares set forth in
Section 4 hereof, in the number of shares and the option price per share
specified in any stock option agreement, and in the number of SARs with respect
to any unexercised shares. The determination of the Plan Committee as to what
adjustments shall be made shall be conclusive. Adjustments for any options to
purchase fractional shares shall also be determined by the Plan Committee. The
Plan Committee shall give prompt notice to all optionees of any adjustment
pursuant to this Section.

23
<PAGE>

(b) TERMINATION OF OPTIONS AND SARS ON MERGER, REORGANIZATION
OR LIQUIDATION OF THE COMPANY. Notwithstanding anything to the contrary in this
Plan, in the event of any merger, consolidation or other reorganization of the
Company in which the Company is not the surviving or continuing corporation (as
determined by the Plan Committee) or in the event of the liquidation or
dissolution of the Company, all options and SARs granted hereunder shall
terminate on the effective date of the merger, consolidation, reorganization,
liquidation or dissolution unless there is an agreement with respect thereto
which expressly provides for the assumption of such options and SARs by the
continuing or surviving corporation.

10. SECURITIES LAW REQUIREMENTS. The Company's obligation to issue
shares of its Stock upon exercise of an option or SAR is expressly conditioned
upon the completion by the Company of any registration or other qualification of
such shares under any state and/or federal law or rulings and regulations of any
government regulatory body or the making of such investment representations or
other representations and undertakings by the optionee (or his legal
representative, heir or legatee, as the case may be) in order to comply with the
requirements of any exemption from any such registration or other qualification
of such shares which the Company in its sole discretion shall deem necessary or
advisable. The Company may refuse to permit the sale or other disposition of any
shares acquired pursuant to any such representation until it is satisfied that
such sale or other disposition would not be in contravention of applicable state
or federal securities law.

11. TAX WITHHOLDING. As a condition to the exercise of an option or SAR
or otherwise, the Company may require an optionee to pay over to the Company all
applicable federal, state and local taxes which the Company is required to
withhold with respect to the exercise of an option or SAR granted hereunder. At
the discretion of the Plan Committee and upon the request of an optionee, the
minimum statutory withholding tax requirements may be satisfied by the
withholding of shares of Stock otherwise issuable to the optionee upon the
exercise of an option or SAR.

12. AMENDMENT. The Board may amend the Plan at any time, except that
without shareholder approval:

(a) The number of shares of Stock which may be reserved for
issuance under the Plan shall not be increased except as provided in Section
9(a) hereof;

(b) The option price per share of Stock subject to incentive
stock options may not be fixed at less than 100% of the Fair Market Value of a
share of Stock on the date the option is granted;

(d) The class of persons eligible to receive options or SARs
under the Plan as set forth in Section 3 shall not be changed; and

(e) This Section 12 may not be amended in a manner that limits
or reduces the amendments which require shareholder approval.

13. EFFECTIVE DATE. The Plan shall be effective upon the date of its
adoption by both the Board, and subject to the approval of the stockholders of
the Company within the 12 month period following such adoption date.

14. TERMINATION. The Plan shall terminate automatically as of the close
of business on the day preceding the 10th anniversary date of its effectiveness
or earlier by resolution of the Board, or upon consummation of any merger,
consolidation or other reorganization in which the options granted hereunder
terminate, all as described in Section 9(b) hereof. Unless otherwise provided
herein, the termination of the Plan shall not affect the validity of any option
agreement outstanding at the date of such termination.

24
<PAGE>

15. STOCK OPTION AND SAR AGREEMENT. Each option and SAR granted under
the Plan shall be evidenced by a written agreement executed by the Company and
accepted by the optionee, which (i) shall contain each of the provisions and
agreements herein specifically required to be contained therein, (ii) shall
indicate whether an option is to be an incentive stock option or a nonqualified
stock option, and if it is to be an incentive stock option, the stock option
agreement shall contain terms and conditions permitting such option to qualify
for treatment as an incentive stock option under Section 422 of the Code, (iii)
may contain the agreement of the optionee to remain in the employ of, and/or to
render services to, the Company or any Parent or Subsidiary for a period of time
to be determined by the Plan Committee, and (iv) may contain such other terms
and conditions as the Plan Committee deems desirable and which are not
inconsistent with the Plan.

16. NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any option or
SAR granted hereunder shall confer upon any optionee any right to continue in
the employ of CLCK or to continue to perform services for CLCK, or shall
interfere with or restrict in any way the rights of CLCK to discharge or
terminate any officer, director, employee, independent contractor or consultant
at any time for any reason whatsoever, with or without good cause.

17. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

Executed and dated as of the date first written above at Abilene,
Texas.

Columbia Capital Corp.

By: /S/ Kenneth A. Klotz
-----------------------
Kenneth A. Klotz
Chief Executive Officer

25
<PAGE>

P R O X Y
COLUMBIA CAPITAL CORP.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
FOR AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ,2000

The undersigned stockholder appoints Olan Beard, as proxy with full
power of substitution, to vote the shares of voting securities of Columbia
Capital Corp. (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at the offices of CNG Financial
Corporation [4824 Socialville-Fostors Road], Mason, Ohio 45040 on
_________,2000, at 9:00 a.m., local time, and at any adjournments thereof, upon
matters properly coming before the meeting, as set forth in the Notice of Annual
Meeting and Proxy Statement, both of which have been received by the
undersigned. Without otherwise limiting the general authorization given hereby,
such proxy is instructed to vote as follows:

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE PROPOSALS INDICATED ON THIS CARD AND AS SUCH
PROXIES DEEM ADVISABLE WITH DISCRETIONARY AUTHORITY ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.

(1) [ ] FOR ALL NOMINEES LISTED HEREIN (EXCEPT AS MARKED UP TO
THE CONTRARY BELOW).

[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME LISTED BELOW)

KENNETH A. KLOTZ ALLEN L. DAVIS JARED DAVIS OLAN BEARD A. DAVID DAVIS
ROBERT M. FELDMAN DONALD L. THONE ROLAND KOCH HARVEY A. WAGNER

(2) To approve an amendment to the Company's Restated Certificate
of Incorporation (a) increasing the number of authorized
shares of Common Stock to 100,0000 and (b) changing the name
of the Company to Finity Holdings, Inc.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(3) To adopt the Company's 2000 Stock Option Plan (the "2000 Stock
Option Plan") and to reserve up to 4,000,000 shares of the
Company's Common Stock for issuance under the 2000 Stock
Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(4) To ratify the appointment of Davis Kinard & Co., P.C.,
Certified Public Accountants, as independent certified public
accountants for the Company for the year ending December 31,
2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PLEASE CHECK THE BOXES ABOVE AND ON THE REVERSE SIDE, SIGN, DATE AND
RETURN THIS PROXY TO INTERWEST TRANSFER CO., INC., P.O. BOX 17136, SALT LAKE
CITY, UTAH 84117, ATTN: PROXY SERVICES, IN THE SELF-ADDRESSED ENVELOPE PROVIDED.

<PAGE>

In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the meeting.

DATED:__________________ ____________________________________
Signature

____________________________________
Signature (if held jointly)

____________________________________
Print Names

(Please sign exactly as your name
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title. If shares are
jointly held, each holder must
sign. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person).