Edgar Filing: NEW CENTURY EQUITY HOLDINGS CORP

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

NEW CENTURY EQUITY HOLDINGS CORP.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

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or the Form or Schedule and the date of its filing.

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April 2, 2001

Dear Stockholder:

On behalf of the Board of Directors, I cordially invite you to attend the
2001 Annual Meeting of the Stockholders of New Century Equity Holdings Corp,
formerly Billing Concepts Corp. The Annual Meeting will be held Tuesday, May
15, 2001, at 9:30 a.m. at the Oak Hills Country Club, 5403 Fredericksburg
Road, San Antonio, Texas. The formal Notice of the Annual Meeting is included
in the enclosed materials.

The matters expected to be acted upon at the meeting are described in the
attached Proxy Statement. During the meeting, stockholders will have the
opportunity to ask questions and comment on the operations of New Century
Equity Holdings Corp.

It is important that your views be represented whether or not you are able to
be present at the Annual Meeting. Please sign and return the enclosed proxy
card promptly.

We appreciate your investment in New Century Equity Holdings Corp. and urge
you to return your proxy card as soon as possible.

Sincerely,

/s/ PARRIS H. HOLMES, JR.
Parris H. Holmes, Jr.
Chairman of the Board
and Chief Executive Officer

NEW CENTURY EQUITY HOLDINGS CORP.
10101 REUNION PLACE, SUITE 450
SAN ANTONIO, TEXAS 78216

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of New Century Equity Holdings Corp.(1) (the "Company") will
be held on Tuesday, May 15, 2001, at 9:30 a.m., Central Time, at the Oak
Hills Country Club, 5403 Fredericksburg Road, San Antonio, Texas, for the
purpose of considering and voting upon the following:

(1) A proposal to elect one (1) director to hold office until the
2004 Annual Meeting of Stockholders;

(2) A proposal to ratify the appointment of Arthur Andersen LLP as
independent public accountants of the Company for the fiscal
year ending December 31, 2001(2); and

(3) To consider and act upon any other matter that may properly
come before the Annual Meeting or any adjournment thereof. The
Board of Directors of the Company is presently unaware of any
other business to be presented to a vote of the stockholders
at the Annual Meeting.

Information with respect to the above matters is set forth in the
Proxy Statement that accompanies this Notice.

The Board of Directors of the Company has fixed the close of
business on March 12, 2001, as the record date (the "Record Date") for
determining stockholders entitled to notice of and to vote at the Annual
Meeting. A complete list of the stockholders entitled to vote at the Annual
Meeting will be maintained at the Company's principal executive offices
during ordinary business hours for a period of ten days prior to the meeting.
The list will be open to the examination of any stockholder for any purpose
germane to the Annual Meeting during this time. The list also will be
produced at the time and place of the Annual Meeting and will be open during
the whole time thereof.

By Order of the Board of Directors,

/s/ DAVID P. TUSA
David P. Tusa
CORPORATE SECRETARY

San Antonio, Texas
April 2, 2001

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

IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. EVEN
IF YOU PLAN TO BE PRESENT, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY.

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

(1) Effective February 12, 2001, Billing Concepts Corp. began operations under
its new name, New Century Equity Holdings Corp., and began trading under
its new Nasdaq national ticker symbol, NCEH.
(2) Effective January 1, 2001, New Century Equity Holdings Corp. changed its
fiscal year end from September 30 to December 31.

NEW CENTURY EQUITY HOLDINGS CORP.
10101 REUNION PLACE, SUITE 450
SAN ANTONIO, TEXAS 78216

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2001

GENERAL INFORMATION

This Proxy Statement and the accompanying Proxy Card are furnished
to the stockholders of New Century Equity Holdings Corp., a Delaware
corporation (the "Company" or "New Century"), in connection with the
solicitation by the Board of Directors of proxies for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday, May 15,
2001, at 9:30 a.m., Central Time, at the Oak Hills Country Club, 5403
Fredericksburg Road, San Antonio, Texas, and at any adjournment or
postponement thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders. Properly executed proxies received in time
for the Annual Meeting will be voted.

The securities of the Company entitled to vote at the Annual Meeting
consist of shares of common stock, $0.01 par value (the "Common Stock"). At
the close of business on March 12, 2001 (the "Record Date"), there were
outstanding and entitled to vote 35,657,839 shares of Common Stock. The
holders of record of Common Stock on the Record Date will be entitled to one
vote per share. The Company's Amended and Restated Certificate of
Incorporation, as amended, does not permit cumulative voting in the election
of directors.

The Summary Annual Report to Stockholders for the year ended
September 30, 2000 has been or is being furnished with this Proxy Statement,
which is being mailed on or about April 2, 2001, to the holders of record of
Common Stock on the Record Date. The Summary Annual Report to Stockholders
and the Appendix hereto do not constitute a part of the proxy materials.

VOTING AND PROXY PROCEDURES

Properly executed proxies received in time for the Annual Meeting
will be voted. Stockholders are urged to specify their choices on the proxy,
but if no choice is specified, eligible shares will be voted for the election
of the nominee for director named herein, and for ratification of the
appointment of Arthur Andersen LLP as the Company's independent public
accountants for the fiscal year ending December 31, 2001. At the date of this
Proxy Statement, management of the Company knows of no other matters which
are likely to be brought before the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, the persons named in
the enclosed proxy will have discretionary authority to vote such proxy in
accordance with their best judgment on such matters.

If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked by a later-dated proxy or by written notice filed
with the Secretary at the Company's executive offices at any time before the
shares represented by the proxy are voted at the Annual Meeting. Stockholders
attending the Annual Meeting may revoke their proxies and vote in person. The
Company's executive offices are located at 10101 Reunion Place, Suite 450,
San Antonio, Texas 78216.

The holders of a majority of the total shares of Common Stock issued
and outstanding at the close of business on the Record Date, whether present
in person or represented by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. Assuming the presence of a
quorum, the affirmative vote of a plurality of the total shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting, is required for the election of the director and the
affirmative vote of a majority of the total shares of Common Stock present in
person or represented by proxy and entitled to vote at the Annual Meeting is
required for the ratification of the appointment of Arthur Andersen LLP as
the Company's independent public accountants and for any other matters that
may properly come before the Annual Meeting or any adjournment thereof.

Abstentions are counted toward the calculation of a quorum but are
not treated as either a vote for or against a proposal. Any unvoted position
in a brokerage account will be counted toward the calculation of a quorum but
will have no effect on the voting outcome of a proposal.

The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, proxies may be solicited by the directors,
officers and employees of the Company, without additional compensation (other
than reimbursement of out-of-pocket expenses), by personal interview,
telephone, telegram or otherwise. Arrangements will also be made with
brokerage firms and other custodians, nominees and fiduciaries that hold the
voting securities of record for the forwarding of solicitation materials to
the beneficial owners thereof. The Company will reimburse such brokers,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection therewith. The Company has elected to retain
the services of D. F. King & Co., Inc. for the purpose of soliciting proxies
to be voted at the Annual Meeting at an estimated cost of $5,000, plus
out-of-pocket expenses.

OWNERSHIP OF COMMON STOCK

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the dates indicated, certain
information with respect to the Common Stock beneficially owned by persons
who are known to the Company to be the beneficial owners of more than five
percent (5%) of the Common Stock. For purposes of this Proxy Statement,
beneficial ownership is defined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") to mean generally the
power to vote or dispose of shares, regardless of any economic interest
therein. The person listed has sole voting power and sole dispositive power
with respect to all shares set forth in the table unless otherwise specified
in the footnotes to the table.

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

Michael R. Smith 2,307,691(1) 6.5%
5302 Avenue Q
Lubbock, Texas 79412

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(1) Based on information provided by The Nasdaq Stock Market, Inc. for record
ownership as of February 28, 2001 (the most recent date for which
information is available to the Company) and a total of 35,657,839 shares
of Common Stock issued and outstanding on February 28, 2001.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of February 28, 2001, certain
information with respect to the Company's Common Stock beneficially owned by
each of its directors and nominees for director, each executive officer named
in the Summary Compensation Table and all of its directors and executive
officers as a group. Such persons have sole voting power and sole dispositive
power with respect to all shares set forth in the table unless otherwise
specified in the footnotes to the table.

AMOUNT AND NATURE
OF BENEFICIAL
NAME OWNERSHIP(1) PERCENT OF CLASS(2)
---- ----------------- --------------------

Parris H. Holmes, Jr. 1,123,924(3) 3.2%
W. Audie Long(4) 580,000(5) 1.6%
Lee Cooke 327,366(6) *
Paul L. Gehri(7) 150,416(8) *
David P. Tusa 95,417(9) *
Thomas G. Loeffler 119,000(10) *
William H. Cunningham 14,500(11) *
Kelly E. Simmons(12) 0 *
J. Stephen Barley 0 *
All executive officers and directors as a 2,392,406(13) 6.7%
group (9 persons, including the executive
officers and directors listed above)

------------------
* Represents less than 1% of the issued and outstanding shares of Common
Stock.

(1) Information with respect to beneficial ownership is based upon information
furnished by each director or officer of the Company or contained in
filings made with the Commission. With the exception of shares that may be
acquired by employees pursuant to the Employee Stock Purchase Plan and/or
the 401(k) Retirement Plan, the amount of beneficial ownership includes
shares subject to acquisition within 60 days of February 28, 2001 by such
person or group.

(2) Based on a total 35,657,839 shares of Common Stock issued and outstanding
on March 12, 2001.

(3) Includes 881,667 shares that Mr. Holmes has the right to acquire upon the
exercise of stock options, 3,500 shares that Mr. Holmes held in an
individual retirement account and 8,757 shares that Mr. Holmes held in his
Employee Stock Purchase Plan account at February 28, 2001.

(4) Mr. Long resigned as an officer of the Company and its wholly owned
subsidiaries on January 15, 2001.

(5) Includes 396,000 shares that Mr. Long has the right to acquire upon
exercise of stock options.

(6) Includes 321,406 shares that Mr. Cooke has the right to acquire upon the
exercise of stock options and 5,960 shares that Mr. Cooke held in an
individual retirement account.

(7) Mr. Gehri resigned as an officer of the Company and certain of its wholly
owned subsidiaries on October 23, 2000, the effective date of the sale of
the Company's Transaction Processing and Aptis Software divisions to
Platinum Equity Holdings.

(8) Includes 150,416 shares that Mr. Gehri has the right to acquire upon
exercise of stock options.

(9) Represents 95,417 shares that Mr. Tusa has the right to acquire upon
exercise of stock options.

(10) Includes 119,000 shares that Mr. Loeffler has the right to acquire upon
the exercise of stock options.

(11) Represents 14,500 shares that Mr. Cunningham has the right to acquire upon
the exercise of stock options.

(12) Mr. Simmons' last date of employment as an officer of the Company was on
January 7, 2000.

(13) Includes 1,978,406 shares that the 9 directors and executive officers
have the right to acquire upon exercise of stock options, 3,500 shares
held in an individual retirement account and 8,757 shares that such
executive officers held in their respective Employee Stock Purchase Plan
accounts at February 28, 2001.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL 1: ELECTION OF ONE DIRECTOR

The Company's Amended and Restated Certificate of Incorporation, as
amended, and Amended and Restated Bylaws provide that the Board of Directors
will consist of not less than three persons, the exact number to be fixed from
time to time by the Board of Directors. The Board of Directors has fixed the
authorized number of directors at not less than three. Directors are divided
into three classes. Each class is elected for a term of three years, so that
the term of office of one class of directors expires at every annual meeting.

The Board of Directors has nominated one person for election as
director in the class whose term of office will expire at the Company's 2004
Annual Meeting of Stockholders or until his successor is elected and qualified.
The nominee is Lee Cooke. The respective term of the director expires on the
date set forth below.

DIRECTOR WHOSE TERM EXPIRES AT
THE 2001 ANNUAL MEETING AND
NOMINEE FOR ELECTION FOR A TERM POSITION AND OFFICES
EXPIRING AT THE 2004 ANNUAL MEETING WITH THE COMPANY AGE DIRECTOR SINCE
----------------------------------- -------------------- --- --------------

Lee Cooke Director 56 May 13, 1996

DIRECTORS WHOSE TERMS EXPIRE POSITION AND OFFICES
AT THE 2002 ANNUAL MEETING WITH THE COMPANY AGE DIRECTOR SINCE
--------------------------- -------------------- --- --------------

Parris H. Holmes, Jr. Chairman of the Board and 57 May 13, 1996
Chief Executive Officer

William H. Cunningham Director 57 January 19, 2000

DIRECTORS WHOSE TERMS EXPIRE POSITION AND OFFICES
AT THE 2003 ANNUAL MEETING WITH THE COMPANY AGE DIRECTOR SINCE
--------------------------- -------------------- --- --------------

Thomas G. Loeffler Director 54 August 21, 1996

J. Stephen Barley Director 44 December 27, 2000

Biographical information on these directors is set forth below under
"Further Information--Board of Directors and Executive Officers."

It is the intention of the persons named in the enclosed proxy to
vote such proxy for the election of the nominee. Management of the Company
does not contemplate that such nominee will become unavailable for any
reason, but if that should occur before the Annual Meeting, proxies that do
not withhold authority to vote for the director will be voted for another
nominee in accordance with the best judgment of the person or persons
appointed to vote the proxy.

The enclosed form of proxy provides a means for the holders of
Common Stock to vote for the nominee listed therein or to withhold authority
to vote for such nominee. Each properly executed proxy received in time for
the Annual Meeting will be voted as specified therein, or if a stockholder
does not specify in his or her executed proxy how the shares represented by
his or her proxy are to be voted, such shares shall be voted for the nominee
listed therein or for another nominee as provided above. If the director
nominee receives a plurality of the votes cast at the Annual Meeting, he will
be elected as a director. Abstentions and broker non-votes will not be
treated as a vote for or against the director nominee and will not affect the
outcome of the election.

The Company's Amended and Restated Bylaws establish an advance
notice procedure with regard to the nomination of candidates for election as
directors other than by or at the direction of the Company's Board of
Directors (the "Nomination Procedure"). The Nomination Procedure provides
that only persons who are nominated by or at the direction of the Company's
Board of Directors, or by a stockholder who has given timely prior written
notice to the Secretary of the Company prior to the meeting at which
directors are to be elected, will be eligible for election as directors. To
be timely, notice must be received by the Company (i) in the case of an
annual meeting, not less than 90 days prior to the annual meeting, or (ii) in
the case of a special meeting, not later than the seventh day following the
day on which notice of such meeting is first given to stockholders.

Under the Nomination Procedure, notice to the Company from a
stockholder who proposes to nominate a person at a meeting for election as a
director must contain certain information about that person, including
business and residence addresses, a representation that the stockholder is a
holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy to nominate the person, a description
of all arrangements or understandings between the stockholder and each
nominee and any other person pursuant to which the nomination is to be made,
such other information regarding each nominee as would be required pursuant
to the proxy rules of the Commission had the nominee been nominated by the
Company's Board of Directors, the consent of such nominee to be nominated and
such other information as would be required to be included in a proxy
statement soliciting proxies for the election of the proposed nominee, and
certain information about the stockholder proposing to nominate that person.
If the Chairman or other officer presiding at a meeting determines that a
person was not nominated in accordance with the Nomination Procedure, such
person will not be eligible for election as a director. Nothing in the
Nomination Procedure will preclude discussion by any stockholder of any
nomination properly made or brought before an annual or special meeting in
accordance with the above-mentioned procedures.

COMMITTEES OF THE BOARD OF DIRECTORS

The business of the Company is managed under the direction of its
Board of Directors. The Company's Board of Directors has established two
standing committees: Audit and Compensation.

The Audit Committee is comprised of certain directors who are not
employees of the Company or any of its subsidiaries. Messrs. Cunningham
(Chairman), Barley, Cooke and Loeffler are the current members of the Audit
Committee. The Audit Committee meets with the independent auditors and
management representatives; recommends to the Board of Directors appointment
of independent auditors; approves the scope of audits and other services to
be performed by the independent auditors; considers whether the performance
of any professional services by the auditors other than services provided in
connection with the audit function could impair the independence of the
auditors; and reviews the results of audits and the accounting principles
applied in financial reporting and financial and operational controls. The
independent auditors have unrestricted access to the Audit Committee and vice
versa.

The Compensation Committee is comprised of certain directors who are
not employees of the Company or any of its subsidiaries. Messrs. Cooke
(Chairman), Barley, Cunningham and Loeffler are the current members of the
Compensation Committee. The Compensation Committee's functions include
recommendations on policies and procedures relating to compensation and
various employee stock and other benefit plans and approval of individual
salary adjustments and stock awards.

MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended September 30, 2000, the Board of
Directors met ten times and took action on 36 occasions by unanimous written
consent, the Compensation Committee met one time and took action on 39
occasions by unanimous written consent and the Audit Committee met four
times. Each of the directors of the Company attended at least 75% of the
aggregate of the meetings of the Board of Directors and committees of which
he was a member.

COMPENSATION OF DIRECTORS

A total of 1,300,000 shares of Common Stock are subject to the
Company's 1996 Non-Employee Director Plan (the "Director Plan"). Pursuant to
the terms of the Director Plan, upon election and re-election to the Board of
Directors of the Company, each eligible director is granted an option to
purchase 30,000 shares of Common Stock effective as of the date of such
election or re-election, with vesting over a three-year period. In addition,
the Company may grant discretionary options under the Director Plan. Pursuant
to such authority to grant discretionary options, each outside member of the
Board of

Directors receives an annual stock option grant of 6,000 shares, vesting one
year from the date of grant. However, for each quarterly meeting of the Board
of Directors a non-employee director fails to attend, such director forfeits
the rights to purchase 1,500 of the shares subject to such option.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE INDIVIDUAL NOMINATED FOR ELECTION AS DIRECTOR

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of its Audit Committee,
has appointed the firm of Arthur Andersen LLP to serve as independent public
accountants of the Company for the fiscal year ending December 31, 2001.
Although stockholder ratification is not required, the Board of Directors has
directed that such appointment be submitted to the stockholders of the
Company for ratification at the Annual Meeting. Arthur Andersen LLP has
served as independent public accountants of the Company with respect to the
Company's consolidated financial statements for the fiscal years ending
September 30, 1996 through 2000 and is considered by management of the
Company to be well qualified. If the stockholders do not ratify the
appointment of Arthur Andersen LLP, the Board of Directors may reconsider the
appointment.

Representatives of Arthur Andersen LLP will be present at the Annual
Meeting. They will have an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders.

Assuming the presence of a quorum, ratification of the appointment
of Arthur Andersen LLP requires the affirmative vote of a majority of the
votes cast by the holders of shares of Common Stock entitled to vote in
person or by proxy at the Annual Meeting. Abstentions and broker non-votes
will not be considered as a vote for or against the proposal and therefore
will have no effect on the outcome of the proposal. Proxies will be voted for
or against such approval in accordance with specifications marked thereon,
and if no specification is made, the proxies will be voted for such approval.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001

FURTHER INFORMATION

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is information with respect to each director and
executive officer of the Company as of February 28, 2001. The executive officers
are elected by the Board of Directors and serve at the discretion of the Board.
There are no family relationships between any two directors or executive
officers.

NAME AGE POSITION
---- --- --------

Parris H. Holmes, Jr. 57 Chairman of the Board and Chief Executive Officer

David P. Tusa 40 Senior Vice President, Chief Financial Officer and Corporate Secretary

Kevin W. Nyland 41 Vice President - Investor Relations

J. Stephen Barley 44 Director(1)(2)

Lee Cooke 56 Director(1)(2)

William H. Cunningham 57 Director(1)(2)

Thomas G. Loeffler 54 Director(1)(2)

-----------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee

PARRIS H. HOLMES, JR. has served as Chairman of the Board and Chief
Executive Officer of the Company since May 1996. Mr. Holmes served as both
Chairman of the Board and Chief Executive Officer of USLD Communications
Corp., formerly U.S. Long Distance Corp. ("USLD"), from September 1986 until
August 1996, and served as Chairman of the Board of USLD until June 2, 1997.
Prior to March 1993, Mr. Holmes also served as President of USLD. Mr. Holmes
is also Chairman of the Board of Directors of Tanisys Technology, Inc., a
developer, manufacturer and marketer of memory module test equipment. Mr.
Holmes also serves as a Director of Sharps Compliance Corp., a provider of
mail-back sharps disposal services for certain types of medical sharps
(needles, syringes and razors) products. On December 18, 1996, the Commission
filed a civil injunctive action in the United States District Court for the
District of Columbia alleging that Mr. Holmes failed to timely file twelve
reports regarding certain 1991 and 1992 transactions in the stock of USLD as
required by Section 16(a) of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). Section 16(a) requires officers and directors
of such companies to file reports with the Commission regarding their
personal transactions in the securities of their company. Mr. Holmes settled
this action on December 18, 1996, without admitting or denying the
allegations of the complaint, by consenting to the entry of an injunction
with respect to these requirements and paying a civil penalty of $50,000.

DAVID P. TUSA, CPA has served as Senior Vice President and Chief
Financial Officer of the Company since August 1999 and was appointed as
Corporate Secretary in January 2001. Mr. Tusa was Executive Vice President
and Chief Financial Officer of U.S. Legal Support, Inc., a provider of
litigation support services with over 36 offices in seven states, from
September 1997 to August 1999. Prior to this, Mr. Tusa served as Senior Vice
President and Chief Financial Officer of Serv-Tech, Inc., a $300 million,
publicly held provider of specialty services to industrial customers in
multiple industries, from April 1994 through August 1997. Additionally, Mr.
Tusa was with CRSS, Inc., a $600 million, publicly held diversified services
company, from May 1990 through April 1994, most recently as Corporate
Controller.

KEVIN W. NYLAND has served as Vice President of Investor Relations
of the Company since July 2000. Mr. Nyland was Assistant Vice President of
Morgen-Walke Associates, one of the largest investor relations consulting
firms in the U.S., from April 1999 to April 2000. Prior to this, from January
1998 to April 1999, Mr. Nyland was an executive search consultant for
senior-level investor relations/public relations positions for high profile
Internet clients. From January 1997 to December 1997 he was Director of
Investor Relations for Mercury Interactive, a Nasdaq-listed leader in the
software testing tools market. Additionally, from January 1995 to January
1997, Mr. Nyland was Vice President of the Torrance Group, a New York-based
investor relations/marketing firm.

J. STEPHEN BARLEY has served as a Director of the Company since
December 2000. Mr. Barley has been President of C.H.M. Consulting Inc., a
private holdings company based in British Columbia, Canada, providing
business advice and financing to emerging technology companies, since August
1997. He also has served as President of Copper Valley Minerals, Ltd., a
junior mining company located in Nevada, since June 1998. Mr. Barley was a
securities and corporate finance lawyer with the law firm O'Neill & Company
in Vancouver, B.C. from 1984 to 1997, where he was a partner from 1987 to
1997.

LEE COOKE has served as a director of the Company since May 1996,
and was a director of USLD from July 1991 until July 1996. Since September
1991, he has been Chairman of the Board and Chief Executive Officer of
Habitek International, Inc., d/b/a U.S. Medical Systems, Inc. Mr. Cooke is
also a director of Sharps Compliance Corp., a provider of mail-back sharps
disposal, and serves as an advisory director to M2K, an interactive marketing
firm, and the Staubach Group, CTLLC. He was President and Chief Executive
Officer of Cuville, Inc., d/b/a Good2CU.com, from 1999 until 2000. He served
as Chief Executive Officer of The Greater Austin Chamber of Commerce from
1983 to 1987. From 1988 to 1991 he served in the elected position as Mayor of
Austin, Texas.

WILLIAM H. CUNNINGHAM, PH.D. has served as a Director of the Company
since January 2000. Dr. Cunningham was Chancellor of The University of Texas
System beginning September 1992. He was President of The University of
Texas at Austin from 1985 to 1992. Dr. Cunningham also serves as a Director
of Metamore Worldwide, Inc., Jefferson-Pilot Corporation and 32 funds in the
John Hancock family of mutual funds and is an Advisory Director of Chase Bank
of Texas (Austin), a division of Chase Manhattan Bank.

THOMAS G. LOEFFLER has served as a Director of the Company since
August 1996 and has been an attorney with the law firm of Arter & Hadden LLP
since June 1993. Prior to that time, Mr. Loeffler was a practicing attorney
and consultant. Mr. Loeffler served as a member of Congress in the United
States House of Representatives from 1979 to 1987. Mr. Loeffler serves as a
Director of Triad Hospitals, Inc. and is Vice Chairman of the Board of
Regents of The University of Texas System.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee of the Board of Directors (the "Compensation
Committee") has furnished the following report on the Company's executive
compensation policies. This report describes the Compensation Committee's
compensation policies applicable to the Company's executive officers and
provides specific information regarding the compensation of the Company's Chief
Executive Officer. (The information contained in this "Compensation Committee
Report on Executive Compensation" shall not be deemed to be "soliciting
material" or to be "filed" with the Commission, nor shall such information be
incorporated by reference into any future filings under the Securities Act of
1933, as amended, or the Exchange Act, except to the extent that the Company
specifically incorporates it by reference into such filing.)

The Compensation Committee currently is comprised of four outside
directors--Messrs. Cooke (Chairman), Barley, Cunningham and Loeffler--and
administers and oversees all aspects of the Company's executive compensation
policy and reports its determinations to the Board of Directors. The
Compensation Committee's overall goal is to develop executive compensation
policies that are consistent with, and linked to, strategic business objectives
and Company values. The Compensation Committee approves the design of, assesses
the effectiveness of, and administers executive compensation programs in support
of the Company's compensation policies. The Compensation Committee also reviews
and approves all salary arrangements and other remuneration for executives,
evaluates executive performance and considers related matters.

COMPENSATION PHILOSOPHY

The Company's executive compensation policies have four primary
objectives: to attract and retain highly competent executives to manage the
Company's business, to offer executives appropriate incentives for
accomplishment of the Company's business objectives and strategy, to
encourage stock ownership by executives to enhance mutuality of interest with
stockholders and to maximize long-term stockholder value. The Compensation
Committee believes the compensation policies should operate in support of
these objectives and should emphasize a long-term and at-risk focus, a
pay-for-performance culture, an equity orientation and management development.

ELEMENTS OF COMPENSATION

Each element of compensation considers median compensation levels
paid within the competitive market. Competitive market data compares the
Company's compensation practices to a group of comparative companies that
tend to have similar sales volumes, market capitalizations, employment levels
and lines of business. The Compensation Committee reviews and approves the
selection of companies used for compensation comparison purposes.

The key elements of the Company's executive compensation are base
salary, annual incentive and long-term incentive. These key elements are
addressed separately below. In determining compensation, the Compensation
Committee considers all elements of an executive's total compensation package.

BASE SALARIES. Base salaries for executives are determined initially
by evaluating executives' levels of responsibility, prior experience, breadth
of knowledge, internal equity issues and external pay practices. Base
salaries are below the size-adjusted medians of the competitive market.

Increases to base salaries are driven primarily by individual
performance. Individual performance is evaluated based on sustained levels of
individual contribution to the Company. When evaluating individual
performance, the Compensation Committee considers the executive's efforts in
promoting Company values, continuing educational and management training,
improving product quality, developing relationships with customers, vendors
and employees, and demonstrating leadership abilities among co-workers. Mr.
Holmes received a base salary of $375,000 from the Company in fiscal 2000.

ANNUAL INCENTIVE. Each year, the Compensation Committee evaluates
the performance of the Company as a whole, as well as the performance of each
individual executive. Factors considered include revenue growth, net
profitability and cost control. The Compensation Committee does not utilize
formalized mathematical formulae, nor does it assign weightings to these
factors. The Compensation Committee, in its sole discretion, determines the
amount, if any, of incentive payments to each executive. The Compensation
Committee believes that the Company's growth in revenue and profitability
requires subjectivity on the part of the Committee when determining incentive
payments. The Compensation Committee believes that specific formulae restrict
flexibility and are too rigid at this stage of the Company's development. Mr.
Holmes received a

cash bonus of $200,000 in fiscal 2000, which was earned in fiscal 1999. Mr.
Holmes did not receive an incentive payment from the Company for fiscal 2000.

LONG-TERM INCENTIVE. The Company's long-term compensation philosophy
provides that long-term incentives should relate to improvement in
stockholder value, thereby creating a mutuality of interests between
executives and stockholders. Additionally, the Compensation Committee
believes that the long-term security of executives is critical for the
perpetuation of the Company. Long-term incentives are provided to executives
through the Company's 1996 Employee Comprehensive Stock Plan, in the form of
stock options and restricted stock awards, and through the Company's
Executive Compensation Deferral Plan.

In keeping with the Company's commitment to provide a total
compensation package that favors at-risk components to pay, long-term
incentives comprise an appreciable portion of an executive's total
compensation package. When awarding long-term incentives, the Compensation
Committee considers executives' respective levels of responsibility, prior
experience, historical award data, various performance criteria and
compensation practices at comparative companies. Again, the Compensation
Committee does not utilize formal mathematical formulae when determining the
number of options/shares granted to executives.

RESTRICTED STOCK

Officers and full-time employees of the Company, including directors
who are also full-time employees, are eligible for awards of restricted stock
under the Employee Stock Plan (as hereinafter defined). The number of shares
of Common Stock to be awarded to an employee and other terms of the award are
determined by the Compensation Committee, which administers the Employee
Stock Plan. Each award is evidenced by an agreement that sets forth the terms
and conditions of the restricted stock granted, including the vesting
schedule. The Employee Stock Plan provides for certain vesting upon death,
permanent disability, retirement, termination for good reason by the employee
and upon a change of control. The restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered for a period of not less than
one year but not greater than two years. The employee, as owner of the
restricted stock, has all rights of a stockholder including voting rights and
the right to receive cash dividends, if any. Mr. Holmes did not receive a
restricted stock award from the Company in fiscal 2000.

STOCK OPTIONS

Stock options generally are granted at an option price not less than
the fair market value of the Common Stock on the date of grant. Accordingly,
stock options have value only if the price of the Common Stock appreciates
after the date the options are granted. This design focuses executives on the
creation of stockholder value over the long term and encourages equity
ownership in the Company.

In fiscal 2000, Mr. Holmes received an option to purchase 200,000
shares of Common Stock with an exercise price of $4.875 per share, vesting
100% on the date of grant, and an option to purchase 33,333 shares of Common
Stock with an exercise price of $3.3125 per share, vesting 25% on each of
November 8, 2000, 2001, 2002 and 2003. In determining the number of shares
subject to the options granted to Mr. Holmes, the Committee considered
numerous subjective factors indicative of Mr. Holmes' dedication to the
success of the Company. As of February 28, 2001, Mr. Holmes owned 242,257
shares of the Company's Common Stock and held options to purchase an
additional 881,667 shares. The Compensation Committee believes that this
equity interest provides an appropriate link to the interests of stockholders.

EXECUTIVE COMPENSATION DEFERRAL PLAN

The Company offers to certain key employees the ability to defer a
portion of their respective salaries, on a pre-tax basis, up to 100% of base
compensation, with benefits generally payable upon retirement, disability,
termination of employment (other than for cause) or death. The Company may
make certain matching contributions to each participant's account under such
plan with vesting to occur over time; however, the Company has retained the
ability to limit its contributions thereunder at any time. The Committee
believes that this type of plan provides additional long-term incentive for
overall corporate success. The Company made an aggregate of approximately
$195,870 in matching contributions during fiscal 2000, $20,771 of which was
made on behalf of Mr. Holmes.

SECTION 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), currently imposes a $1.0 million limitation on the deductibility of
certain compensation paid to each of the Company's five highest paid
executives. Excluded from this limitation is compensation that is
"performance based." For compensation to be performance based it must meet
certain criteria, including being based on predetermined objective standards
approved by stockholders. In general, the Company believes that compensation
relating to options granted under the Employee Stock Plan should be excluded
from the $1.0 million limitation calculation. The Compensation Committee
intends to take into account the potential application of Section 162(m) with
respect to incentive compensation awards and other compensation decisions
made by it in the future.

CONCLUSION

The Compensation Committee believes these executive compensation
policies serve the interests of the stockholders and the Company effectively.
The Committee believes that the various pay vehicles offered are
appropriately balanced to provide increased motivation for executives to
contribute to the Company's overall future successes, thereby enhancing the
value of the Company for the stockholders' benefit.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Lee Cooke
J. Stephen Barley
William H. Cunningham
Thomas G. Loeffler

AUDIT COMMITTEE REPORT

GENERAL

The Audit Committee (the "Committee") consists of four directors,
each of whom is independent as defined in the listing standards of Nasdaq. A
brief description of the responsibilities of the Committee is set forth above,
under the heading "Committees of the Board of Directors," and a copy of the
Committee's Audit Charter is attached hereto as Appendix B.

The Committee has reviewed and discussed the Company's audited
financial statements for fiscal 2000 with management of the Company. The
Committee has discussed with Arthur Andersen LLP, the Company's independent
accountants, the matters required to be discussed by SAS 61 (Codification of
Statements on Auditing Standards). The Committee also has received the
written disclosures and the letter from Arthur Andersen LLP required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and has
discussed with Arthur Andersen LLP its independence.

Based on the review and the discussions referred to above, the
Committee recommended to the Board that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000 for filing with the Securities and
Exchange Commission.

AUDIT FEES

The aggregate fees billed by Arthur Andersen LLP for professional
services required for the audit of the Company's annual financial statements
for fiscal 2000 and the reviews of the interim financial statements included
in the Company's Forms 10-Q's for that year were approximately $158,000.

ALL OTHER FEES

The aggregate fees billed for additional services rendered by Arthur
Andersen LLP in fiscal 2000, other than the services described above, were
approximately $312,000. In engaging Arthur Andersen LLP for these additional
services, the Audit Committee considered whether the provision of these
services was compatible with maintaining Arthur Andersen LLP's independence.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

William H. Cunningham
J. Stephen Barley
Lee Cooke
Thomas G. Loeffler

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth certain information
concerning compensation of the Company's Chief Executive Officer and each of the
Company's four other most highly compensated executive officers for fiscal 2000.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL FISCAL ------------------------ OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS($) OPTIONS (#) COMPENSATION ($)
---------------------------- ---- ---------- --------- ---------------- --------- ----------- ----------------

PARRIS H. HOLMES, JR. 2000 $389,421(1) $200,000(2) $54,235(3) 0 233,333 $502,760(4)
CHAIRMAN OF THE BOARD AND 1999 $374,998(1) $200,000(2) $46,772(5) 0 300,000 $165,123(6)
CHIEF EXECUTIVE OFFICER 1998 $372,113(1) 0 $51,533(7) 0 275,000 $150,014(8)

KELLY E. SIMMONS(9) 2000 $ 57,885(10) $ 70,422(2) 0 0 0 $430,000(11)
FORMER EXECUTIVE VICE PRESIDENT; 1999 $185,000 $145,422(2) $26,438(12) 0 200,000 $ 9,278(13)
PRESIDENT & CHIEF OPERATING 1998 $185,961 0 $18,879 0 120,000 $ 7,152(14)
OFFICER OF APTIS, INC.

W. AUDIE LONG(15) 2000 $198,923(16) $133,162(2) $55,160(17) 0 31,000 $ 22,384(18)
SENIOR VICE PRESIDENT AND 1999 $180,000 0 $14,457 0 85,000 $ 11,494(19)
GENERAL COUNSEL 1998 $114,231(20) 0 0 0 30,000 $ 7,104(21)

DAVID P. TUSA 2000 $181,731(22) 0 $56,495(23) 0 6,667 $ 12,125(24)
SENIOR VICE PRESIDENT, 1999 $ 10,096(25) 0 $ 6,250 0 150,000 0
CHIEF FINANCIAL OFFICER AND 1998 N/A N/A N/A N/A N/A N/A
CORPORATE SECRETARY

PAUL L. GEHRI(26) 2000 $170,769(27) 0 $ 4,795 0 75,000 $ 13,032(28)
FORMER SENIOR VICE PRESIDENT 1999 $163,125(29) 0 $ 4,418 0 125,000 $ 8,446(30)
OF SALES & MARKETING 1998 $177,000(29) 0 $14,506 0 60,000 $ 7,258(31)

----------------------
(1) Represents total amount paid to Mr. Holmes for payrolls during the
respective year indicated, based on an annual salary of $375,000 for 2000,
1999 and 1998.
(2) Represents a bonus earned in the prior fiscal year but paid in the fiscal
year indicated.
(3) Includes $29,206 reimbursed to Mr. Holmes during fiscal 2000 for the
payment of certain taxes.
(4) Represents $9,781 in 401(k) Retirement Plan contributions, $20,771 in
deferred compensation contributions and $172,000 in life insurance
premiums made or paid on behalf of Mr. Holmes during fiscal 2000, and
$300,208 received by Mr. Holmes during fiscal 2000 for surrender value of
certain life insurance policies.
(5) Includes $11,722 reimbursed to Mr. Holmes during fiscal 1999 for the
payment of certain taxes.
(6) Represents $5,000 in 401(k) Retirement Plan contributions, $16,872 in
deferred compensation contributions and $143,251 in life insurance
premiums made or paid on behalf of Mr. Holmes during fiscal 1999.
(7) Includes $31,269 reimbursed to Mr. Holmes during fiscal 1998 for the
payment of certain taxes.
(8) Represents $5,000 in 401(k) Retirement Plan contributions, $18,660 in
deferred compensation contributions and $126,354 in life insurance
premiums made or paid on behalf of Mr. Holmes during fiscal 1998.
(9) Mr. Simmons resigned from the Company January 7, 2000.
(10) Represents total amount paid to Mr. Simmons for payrolls from October 1,
1999 through January 7, 2000 based on an annual salary of $215,000.
(11) Represents total amount paid to Mr. Simmons for contractual severance in
conjunction with his January 7, 2000 resignation.
(12) Includes $5,062 reimbursed to Mr. Simmons during fiscal 1999 for the
payment of certain taxes.
(13) Represents $4,004 in 401(k) Retirement Plan contributions and $5,274 in
deferred compensation contributions made on behalf of Mr. Simmons during
fiscal 1999.
(14) Represents $4,056 in 401(k) Retirement Plan contributions and $3,096 in
deferred compensation contributions made on behalf of Mr. Simmons during
fiscal 1998.
(15) Mr. Long resigned from the Company January 15, 2001.
(16) Represents total amount paid to Mr. Long for payrolls during fiscal 2000
based on an annual salary of $192,000; includes $6,753 paid to Mr. Long
under the Disability Plan.

(17) Includes $40,471 reimbursed to Mr. Long during fiscal 2000 for the payment
of certain taxes.
(18) Represents $8,438 in 401(k) Retirement Plan contributions and $13,946 in
deferred compensation contributions made on behalf of Mr. Long during
fiscal 2000.
(19) Represents $3,946 in 401(k) Retirement Plan contributions and $7,548 in
deferred compensation contributions made on behalf of Mr. Long during
fiscal 1999.
(20) Amount shown reflects Mr. Long's salary from February 1, 1998, the
beginning date of his employment with the Company, through the end of
fiscal 1998.
(21) Represents deferred compensation contributions made on behalf of Mr. Long
during fiscal 1998.
(22) Represents total amount paid to Mr. Tusa for payrolls during fiscal 2000
based on an annual salary of $175,000.
(23) Includes $37,290 in relocation related reimbursments to Mr. Tusa during
fiscal 2000.
(24) Represents $4,375 in 401(k) Retirement Plan contributions and $7,750 in
deferred compensation contributions made on behalf of Mr. Tusa during
fiscal 2000.
(25) Amount shown reflects Mr. Tusa's salary from August 30, 1999, the
beginning date of his employment with the Company, through the end of
fiscal 1999.
(26) Mr. Gehri resigned as an officer of the Company and certain of its wholly
owned subsidiaries on October 23, 2000, the effective date of the sale of
the Company's Transaction Processing and Aptis Software divisions to
Platinum Equity Holdings.
(27) Represents total amount paid to Mr. Gehri for payrolls during fiscal 2000
based on an annual salary of $165,000.
(28) Represents $7,632 in 401(k) Retirement Plan contributions and $5,400 in
deferred compensation contributions made on behalf of Mr. Gehri during
fiscal 2000.
(29) Includes commissions paid to Mr. Gehri.
(30) Represents $4,996 in 401(k) Retirement Plan contributions and $3,450 in
deferred compensation contributions made on behalf of Mr. Gehri during
fiscal 1999.
(31) Represents $4,258 in 401(k) Retirement Plan contributions and $3,000 in
deferred compensation contributions made on behalf of Mr. Gehri during
fiscal 1998.

STOCK OPTION GRANTS IN FISCAL 2000

The following table provides certain information related to options
granted by the Company to the named executive officers during fiscal 2000
pursuant to the Employee Stock Plan.

INDIVIDUAL GRANTS
----------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES OR BASE OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION --------------------------
NAME GRANTED (#) 2000 ($/SH) DATE 5% ($) 10% ($)
------------------ ----------- ------------- ------ ------------- ------ --------

Parris H. Holmes, Jr. 200,000 13.1% $4.875 4/17/07 $396,923 $924,999
33,333 2.2% $3.3125 6/09/07 $ 44,950 $104,753

W. Audie Long(2) 25,000 1.6% $4.875 10/20/07 $ 49,615 $115,625
6,000 $3.3125 10/20/07 $ 8,091 $18,856

Kelly E. Simmons(3) 0 N/A N/A N/A N/A N/A

David P. Tusa 6,667 0.4% $3.3125 6/09/07 $ 8,991 $ 20,952

Paul L. Gehri(4) 75,000 4.9% $4.25 7/27/07 $129,763 $302,404

----------------
(1) The potential realizable value is calculated based on the term of the
option and is calculated by assuming that the fair market value of Common
Stock on the date of the grant as determined by the Board appreciates at
the indicated annual rate compounded annually for the entire term of the
option and that the option is exercised and the Common Stock received
therefor is sold on the last day of the term of the option for the
appreciated price. The 5% and 10% rates of appreciation are derived from
the rules of the Commission and do not reflect the Company's estimate of
future stock price appreciation. The actual value realized may be greater
than or less than the potential realizable values set forth in the table.
(2) Mr. Long resigned from the Company January 15, 2001.
(3) Mr. Simmons resigned from the Company January 7, 2000.
(4) Mr. Gehri resigned as an officer of the Company and certain of its wholly
owned subsidiaries on October 23, 2000, the effective date of the sale of
the Company's Transaction Processing and Aptis Software divisions to
Platinum Equity Holdings.

AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to options of New
Century exercised by the named executive officers of the Company during fiscal
2000 and the number and value of New Century options held at September 30, 2000.

NUMBER OF SECURITIES VALUE(2) OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
SHARES ACQUIRED VALUE ------------------------- ---------------------------
NAME UPON OPTION EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------------- ----------------------- -------------- ----------- ------------- ----------- -------------

Parris H. Holmes, Jr. 0 0 810,833 179,167 0 0

W. Audie Long(3) 0 0 190,000 106,000 0 0

Kelly E. Simmons(4) 0 0 0 0 0 0

David P. Tusa 0 0 50,000 106,667 0 0

Paul L. Gehri(5) 0 0 137,916 208,750 0 0

----------------
(1) Market value of the underlying securities at exercise date, minus the
exercise price.
(2) Market value of the underlying securities at September 29, 2000 ($3.1875),
minus the exercise price.
(3) Mr. Long resigned from the Company January 15, 2001.
(4) Mr. Simmons resigned from the Company January 7, 2000.
(5) Mr. Gehri resigned as an officer of the Company and certain of its wholly
owned subsidiaries on October 23, 2000, the effective date of the sale of
the Company's Transaction Processing and Aptis Software divisions to
Platinum Equity Holdings.

EMPLOYEE BENEFIT PLANS

NEW CENTURY EQUITY HOLDINGS CORP. 401(K) RETIREMENT PLAN

The Company maintains the New Century Equity Holdings Corp. 401(k)
Retirement Plan, formerly known as the Billing Concepts Corp. 401(k)
Retirement Plan (the "New Century 401(k) Retirement Plan"). Participation in
the New Century 401(k) Retirement Plan is offered to eligible employees of
New Century Equity Holdings Corp. or its subsidiaries (collectively, the
"Participants"). Generally, all employees of New Century Equity Holdings
Corp. or its subsidiaries who are 21 years of age and who have completed six
months of service during which they worked at least 500 hours are eligible
for participation in the New Century 401(k) Retirement Plan.

The New Century 401(k) Retirement Plan is a 401(k) plan, a form of
defined contribution plan, which provides that Participants generally may
make voluntary salary deferral contributions, on a pre-tax basis, of between
1% and 15% of their base compensation in the form of voluntary payroll
deductions up to a maximum amount as indexed for cost-of-living adjustments
("Voluntary Contributions"). During calendar year 1999, the Company made
matching contributions equal to 50% of the first 6% of a Participant's
compensation contributed as salary deferral. Beginning January 1, 2000, the
Company made matching contributions equal to 100% of the first 5% of a
Participant's compensation contributed as salary deferral. The Company may
from time to time make additional discretionary contributions at the sole
discretion of the Company's Board of Directors. The discretionary
contributions, if any, are allocated to Participants' accounts based on a
discretionary percentage of the Participants' respective salary deferrals.

The New Century 401(k) Retirement Plan was amended effective January
1, 2000 to provide that Participants immediately vest as to 100% of all
contributions made by the Company. Participants have always been 100% vested
in their Voluntary Contributions. Service with USLD prior to the spin-off of
the Company from USLD in August 1996, and service with acquired companies
prior to acquisition by the Company, was credited under the New Century
401(k) Retirement Plan for purposes of vesting as well as eligibility to
participate.

Effective October 23, 2000, upon closing of the sale of the
Company's Transaction Processing and Aptis Software divisions to Platinum
Equity Holdings, the Company's obligations under the Billing Concepts Corp.
401(k) Retirement Plan were transferred to Platinum Equity Holdings and the
Company adopted the New Century Equity Holdings Corp. 401 (k) Plan (the "New
Century 401(k) Plan"). Participation in the New Century 401(k) Plan is
offered to eligible employees of the Company or its subsidiaries on
substantially the same terms as the Billing 401(k) Retirement Plan.

1996 EMPLOYEE COMPREHENSIVE STOCK PLAN

The Company has adopted the New Century Equity Holdings Corp. 1996
Employee Comprehensive Stock Plan, formerly known as the Billing Concepts
Corp. 1996 Employee Comprehensive Stock Plan (the "Employee Stock Plan"). The
Employee Stock Plan provides for (i) the grant of incentive stock options
("ISOs") under Section 422 of the Internal Revenue Code, (ii) the grant of
non-qualified stock options that do not qualify under Section 422 of the Code
("NQSOs") and (iii) the award of shares of restricted stock of the Company.
Under the terms of the Employee Stock Plan, 14,500,000 shares of Common Stock
have been reserved for the granting of options and awards of restricted
stock. At December 31, 2000, options to purchase 8,951,141 shares, and 35,600
shares of restricted stock, were outstanding under the Employee Stock Plan.
If any option or award granted under the Employee Stock Plan terminates,
expires or is surrendered as to any shares, new options or awards may
thereafter be made covering such shares.

The Employee Stock Plan is administered by the Compensation
Committee, which is comprised of "disinterested persons" appointed by the
Board, currently Lee Cooke, J. Stephen Barley, William H. Cunningham and
Thomas G. Loeffler. The Employee Stock Plan grants broad authority to the
Compensation Committee to grant options or award restricted shares to
full-time employees and officers of the Company and its subsidiaries
(estimated to total 40 eligible individuals at December 31, 2000) selected by
the Compensation Committee, to determine the number of shares subject to
options or awards and to provide for the appropriate periods and methods of
exercise and requirements regarding the vesting of options and awards of
restricted shares. The option price per share with respect to each option
shall be determined by the Compensation Committee, but shall in no instance
be less than the par value of the shares subject to the option. In addition,
the option price for ISOs may not be less than 100% of the fair market value
of the Common Stock on the date of grant. An ISO may be granted to a
participant only if such participant, at the time the option is granted, does
not own stock possessing more than 10% of the total combined voting power of
all classes of Common Stock of the Company or a subsidiary. The preceding
restriction shall not apply if at the time the option is granted the option
price is at least 110% of the fair market value of the Common Stock subject
to the option and such option by its terms is not exercisable after the
expiration of five years from the date of grant. The aggregate fair market
value (determined as of the time the option is granted) of the stock with
respect to which ISOs are exercisable for the first time by a participant in
any calendar year (under all plans of New Century Equity Holdings Corp. and
of any parent or subsidiary) shall not exceed $100,000. There is no price
requirement for NQSOs, other than that the option price must exceed the par
value of the Common Stock. The Compensation Committee may permit the option
purchase price to be payable by transfer to New Century Equity Holdings Corp.
of Common Stock owned by the option holder with a fair market value at the
time of exercise equal to the option purchase price.

The Employee Stock Plan permits the Compensation Committee to make
awards of restricted shares of Common Stock that are subject to a designated
period during which such shares of Common Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, which period shall not be less
than one (1) year nor more than two (2) years from the date of grant. As a
condition to any award, the Compensation Committee may require an employee to
pay to the Company the amount (such as the par value of such shares) required
to be received by New Century in order to assure compliance with applicable
state law. Any award for which such requirement is established shall
automatically expire if not purchased in accordance with the Compensation
Committee's requirements within 60 days after the date of grant. The
Compensation Committee may, at any time, reduce the restricted period with
respect to any outstanding shares of restricted stock and any retained
distributions with respect thereto awarded under the Employee Stock Plan.
Shares of restricted stock awarded under the Employee Stock Plan shall
constitute issued and outstanding shares of Common Stock for all corporate
purposes.

Each employee has the right to vote the restricted stock held by
such employee, to receive and retain all cash dividends and distributions
thereon and exercise all other rights, powers and privileges of a holder of
Common Stock with respect to such restricted stock, subject to certain
exceptions. Unless otherwise provided in the agreement relating to an award,
upon the occurrence of a change of control, as defined in the Employee Stock
Plan, all restrictions imposed on the employee's restricted stock and any
retained distributions shall automatically terminate and lapse and the
restricted period shall terminate; provided, however, that if the change of
control occurs within six months of the date of grant, the restrictions and
the restricted period shall terminate on the six-month anniversary of the
date of grant.

1999 COMMSOFT ACQUISITION STOCK OPTION PLAN

In December 1998, in connection with the Company's acquisition of
Communications Software Consultants, Inc. ("CommSoft"), the Company adopted
the New Century Equity Holdings Corp. 1999 CommSoft Acquisition Stock Option
Plan, formerly known as the Billing Concepts Corp. 1999 CommSoft Acquisition
Stock Option Plan (the "CommSoft Employee Stock Plan"). The CommSoft Employee
Stock Plan provides for the grant of NQSOs. Under the terms of the CommSoft
Employee Stock Plan, 173,153 shares of Common Stock were reserved for the
granting of options. At December 31, 2000, options to purchase 38,791 shares
were outstanding under the CommSoft Employee Stock Plan. If any option or
award granted under the CommSoft Employee Stock Plan terminates, expires or
is surrendered as to any shares, new options or awards may thereafter be made
covering such shares.

The CommSoft Employee Stock Plan is administered by the Compensation
Committee, which is comprised of "disinterested persons" appointed by the
Board, currently Lee Cooke, J. Stephen Barley, William H. Cunningham and
Thomas G. Loeffler. The CommSoft Employee Stock Plan granted authority to the
Compensation Committee to grant options to those employees of CommSoft
holding stock options to purchase shares of Class B common stock, $.001 par
value, of CommSoft on the closing date of the Company's acquisition of all of
the issued and outstanding capital stock of CommSoft under the terms of the
Plan of Merger and Acquisition Agreement (the "Merger Agreement"). The Merger
Agreement closed on December 18, 1998, at which date 88 former employees of
CommSoft were eligible for grants under the CommSoft Employee Stock Plan. In
addition, the Committee has the authority to determine methods of exercise.
The option price per share with respect to each option was determined by a
formula set forth in the Merger Agreement. The Compensation Committee may
permit the option purchase price to be payable by transfer to New Century
Equity Holdings Corp. of Common Stock owned by the option holder with a fair
market value at the time of exercise equal to the option purchase price.

1996 EMPLOYEE STOCK PURCHASE PLAN

The Company has adopted the New Century Equity Holdings Corp. 1996
Employee Stock Purchase Plan, formerly known as the Billing Concepts Corp.
1996 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The
Employee Stock Purchase Plan allows employees of the Company and its
subsidiaries to purchase Common Stock at regular intervals by means of wage
and salary deferrals on a tax-favored basis.

The Employee Stock Purchase Plan, which is intended to qualify under
Section 423 of the Code, is administered by the Employee Stock Purchase Plan
Committee, which is appointed by the Board of Directors. The committee
consists of at least three (3) persons who need not be members of the Board
of Directors. The committee supervises the administration and enforcement of
the Employee Stock Purchase Plan, and all questions of interpretation or
application of the Employee Stock Purchase Plan are determined in the sole
discretion of the committee. All decisions made by the committee are final,
conclusive and binding on all of the participants of the Employee Stock
Purchase Plan and the Company.

Every employee of the Company and its subsidiaries is eligible to
participate in the Employee Stock Purchase Plan on a voluntary basis with the
exception of (i) employees who have not completed at least six months of
continuous service with New Century as of the applicable enrollment date and
(ii) employees who would, immediately upon enrollment, own directly or
indirectly, or hold purchase rights, options or rights to acquire, an
aggregate of 5% or more of the total combined voting power or value of all
outstanding shares of all classes of the Company or any subsidiary. To
participate in the Employee Stock Purchase Plan, eligible employees must
enroll in the Employee Stock Purchase Plan and authorize payroll deductions
pursuant to the Employee Stock Purchase Plan. Approximately 26 employees were
eligible to participate under the Employee Stock Purchase Plan at December
31, 2000.

Enrollment in the Employee Stock Purchase Plan constitutes a grant
by the Company to the participant of the right to purchase shares of Common
Stock. The aggregate number of shares that may be issued under the Employee
Stock Purchase Plan may not exceed 2,000,000 shares of New Century Common
Stock, subject to adjustment as provided in the Employee Stock Purchase Plan.
The purchase price per share is the lesser of (i) 85% of the fair market
value of the Common Stock on the first day of the applicable participation
period or (ii) 85% of the fair market value of the Common Stock on the last
day of such participation period. The number of shares purchased is
determined by dividing the total amount of payroll deductions withheld from a
participant's paychecks during a participation period by the purchase price.
The aggregate of monthly payroll deductions cannot exceed $10,625 for each
participant in any six-month participation period. At the end of each
offering period, the applicable number of shares of Common Stock is
automatically purchased for the participant.

EXECUTIVE COMPENSATION DEFERRAL PLAN

The Company has adopted the New Century Equity Holdings Corp.
Executive Compensation Deferral Plan, formerly known as the Billing Concepts
Corp. Executive Compensation Deferral Plan (the "Executive Deferral Plan").
Participation in the Executive Deferral Plan is offered to certain key
employees occupying management positions and/or certain other highly
compensated employees of the Company who are determined by the Board, from
time to time, to be eligible to participate in the Executive Deferral Plan
("Executive Deferral Participants"). As of December 31, 2000, there were 14
participants in the Executive Deferral Plan.

The Executive Deferral Plan is a deferred compensation plan that
provides that Executive Deferral Participants generally may make voluntary
salary deferral contributions, on a pre-tax basis, in equal monthly amounts
of up to 100% of his or her base compensation ("Voluntary Deferral
Contribution"). In addition, from January 1, 2000 to June 30, 2000, the
Company made certain matching contributions with respect to each Voluntary
Deferral Contribution (the "Deferral Contribution") equal to the lesser of
(i) the Voluntary Deferral Contribution or (ii) that amount together with the
Voluntary Deferral Contribution that actuarially determined would yield a
10-year annuity equal to 50% of the New Century Executive Deferral
Participant's compensation payable at age 65, with a minimum contribution of
$3,000. Beginning July 1, 2000, the Executive Deferral Plan was amended to
provide for matching contributions by the Company of 100% of the Voluntary
Deferral Contribution up to a maximum monthly contribution of $1,500, except
that the maximum monthly Company matching contribution for the chief
executive officer is $2,500. However, the Company reserves the right, at any
time, to decrease the Deferral Contribution or provide no Deferral
Contribution whatsoever for any plan year. Until July 1, 2000, the Company
credited each New Century Executive Deferral Participant's plan account with
interest from time to time at the rate declared by the Company in accordance
with the Executive Deferral Plan. Effective July 1, 2000, the Executive
Deferral Plan was amended to provide that Participants may invest Voluntary
Deferral Contributions and Deferral Contributions in mutual funds selected by
the Company from time to time. The Company made approximately $195,870 in
Company Deferral Contributions to this plan during fiscal 2000.

Until July 1, 2000, the Executive Deferral Plan provided that unless
terminated for cause, Executive Deferral Participants were annually vested in
33% of any Deferral Contribution beginning with the New Century Executive
Deferral Participant's first anniversary of service and becoming 100% vested
after the third anniversary of service or upon a change in control of the
Company. Service with USLD prior to the spin-off of the Company from USLD in
August 1996, and service with acquired companies prior to acquisition by the
Company, was credited under the Executive Deferral Plan for purposes of
vesting. Effective July 1, 2000, the Executive Deferral Plan was amended to
provide that Participants immediately vest as to 100% of Deferral
Contributions. Benefits generally are payable to a New Century Executive
Deferral Participant (or his or her beneficiaries) upon retirement,
disability, termination of employment (other than for cause) or death, in
each case as provided in the Executive Deferral Plan.

EXECUTIVE QUALIFIED DISABILITY PLAN

The Company has adopted the New Century Equity Holdings Corp.
Executive Qualified Disability Plan, formerly known as the Billing Concepts
Corp. Executive Qualified Disability Plan (the "Disability Plan"). The
Disability Plan provides long-term disability benefits for certain key
employees occupying management positions and/or certain other highly
compensated employees of the Company who are determined by the Board, from
time to time, to be eligible to participate. Benefits under the Disability
Plan are provided directly by the Company based on definitions, terms and
conditions contained in the Disability Plan documents. Benefits under the
Disability Plan supplement benefits provided under the Company's insured
long-term disability plan. During fiscal 2000, $6,753 in benefits was paid to
a participant under the Disability Plan.

EMPLOYMENT AGREEMENTS AND CHANGE-OF-CONTROL ARRANGEMENTS

The Company entered into an employment agreement with Mr. Parris H.
Holmes, Jr. in January 1999. The agreement provides for a five-year term,
subject to automatic extension for an additional one year on each one-year
anniversary of the agreement unless terminated early as provided therein,
including termination by the Company for "cause" (as defined in the
employment agreement) or termination by Mr. Holmes for "good reason" (as
defined in the employment agreement). This employment agreement provides for
an annual, calendar year base salary of $375,000 and an incentive bonus at
the discretion of the Committee. This agreement also provides for
company-paid automobile allowance, club memberships and other benefits and
the Company has a practice of grossing up such benefits for taxes.

In May 1998 and March 2000, the Company entered into a split dollar
life insurance arrangement with trusts beneficially owned by Mr. Holmes,
pursuant to which the Company pays the premiums on insurance policies that
provide a total death benefit of approximately $5.54 million. The Company
also provides a tax gross-up on the amount of imputed income recognized by
Mr. Holmes under this arrangement. Upon the death of Mr. Holmes or the
cancellation of the split-dollar agreement, the Company is entitled to
receive repayment of its premiums paid under the policies out of any cash
value or death benefits payable under the policy.

In 1991 and 1994, the Company purchased "key man" life insurance
policies on the life of Mr. Holmes. In January 2000, the Company canceled
such policies. Mr. Holmes received $300,208, which represents the cash value
of such policies plus an amount to compensate him for the imposition of
related taxes.

The Company entered into an employment agreement with Mr. W. Audie
Long in January 1999. Beginning October 4, 1999, Mr. Long's annual base
salary under the employment agreement was $192,000. The Company did not renew
Mr. Long's employment agreement when it expired January 15, 2001. The Company
and Mr. Long entered into a severance agreement in which the Company has
retained the services of Mr. Long on an independent contractual basis for one
year for a fee of $136,000. The employment agreement of Mr. Long provided
that if the Company terminated his employment without cause (including the
Company's election to not extend the employment agreement at any renewal
date) or if they resign their employment for "good reason" (as defined in his
employment agreement), he would be entitled to the following severance: a
lump-sum payment in the amount equal to two times his then effective annual
base salary ($384,000), continuation of his benefits through the unexpired
term of his agreement or two years if the Company elects not to extend the
employment agreement at any renewal date, and vesting of all outstanding
stock options, which options would remain exercisable through October 2007.

The Company entered into an employment agreement with Mr. Kelly E.
Simmons in January 1999. The agreement provided for a two-year term, subject
to automatic extension for an additional two-year term on each anniversary of
the agreement unless terminated early as provided therein. This employment
agreement provided for an annual, calendar year base salary of $215,000 and
an incentive bonus at the discretion of the Committee. Mr. Simmons resigned
from the Company in January 2000. The employment agreement of Mr. Simmons
provided that if the Company terminated his employment without cause or if he
resigned his employment for "good reason" (as defined in his employment
agreement), he would be entitled to the following severance: a lump-sum
payment in the amount equal to two times his then effective annual base
salary ($430,000), continuation of his benefits through the unexpired term of
his agreement, and vesting of all outstanding stock options.

The Company entered into an employment agreement with Mr. David P.
Tusa in August 1999. This agreement expires one year from its effective date,
subject to extension for successive one-year terms unless the Company elects
not to extend the agreement. The employment agreement is subject to early
termination as provided therein, including termination by the Company for
"cause" (as defined in the employment agreement) or termination by Mr. Tusa
for "good reason" (as defined in the employment agreement). Mr. Tusa's annual
base salary under the employment agreement is $175,000 Beginning November 1,
2000, Mr. Tusa's annual base salary under the employment agreement is
$192,500. The employment agreement also provides for incentive bonuses at the
discretion of the Compensation Committee.

Billing Concepts, Inc., entered into an employment agreement with
Mr. Paul L. Gehri in August 2000. This agreement provides for a one-year
term, subject to automatic extension unless and until terminated by either
the Company or Mr. Gehri upon not less than 120 days' prior written notice.
The employment agreement is subject to early termination as provided therein
and provided for an annual base salary of $165,000, payment of certain dues
on behalf of Mr. Gehri and incentive bonuses at the discretion of the
Compensation Committee. Beginning October 23, 2000, after the sale of the
operating divisions to Platinum Equity Holdings, Mr. Gehri's annual base
salary is $172,200.

The employment agreements of Messrs. Holmes and Tusa provide that if
the Company terminates their employment without cause (including the
Company's election to not extend the employment agreement at any renewal
date) or if they resign their employment for "good reason" (as defined in
their employment agreements), they will be entitled to the following
severance: Mr. Holmes - a lump-sum payment in the amount equal to his base
salary for the unexpired portion of the five-year term of his agreement then
in effect and without giving effect to any further extension (a maximum of
approximately $1,875,000), continuation of his benefits through the unexpired
term of his agreement and vesting of all outstanding stock options, which
options would remain exercisable for the longer of the remainder of the
exercise period established under the option agreement or three years
following the date of termination; and Mr. Tusa - a lump-sum payment in the
amount equal to his then effective annual base salary $192,500.

The employment agreement with Mr. Holmes provides that if, at any
time within 12 months of a change of control, he ceases to be an employee of
the Company (or its successor) by reason of (i) termination by the Company
(or its successor) without "cause" (as defined in the employment agreements)
or (ii) voluntary termination by the employee for "good reason upon change of
control" (as defined in the employment agreements), in addition to the
severance stated above, he will be entitled to receive (a) an additional
payment, if any, that, when added to all other payments received in
connection with a change of control, will result in the maximum amount
allowed to be paid to an employee without triggering an excess parachute
payment (as defined by the Internal Revenue Code), and (b) a payment or
payments equaling the amount of any taxes and interest imposed on any payment
or distribution by the Company to the employee upon termination under (i) or
(ii) above that constitutes an excess parachute payment.

The employment agreement with Mr. Tusa provides that if, at any time
within 12 months of a change of control, he ceases to be an employee of the
Company (or its successor) by reason of (i) termination by the Company (or
its successor) without "cause" (as defined in the employment agreement) or
(ii) voluntary termination by the employee for "good reason upon change of
control" (as defined in the employment agreement), he will be entitled to
receive a lump-sum payment in the amount equal to his then effective annual
base salary, continuation of his benefits for one year from such termination
and vesting of all outstanding stock options.

A change of control is deemed to have occurred if (i) more than 30%
of the combined voting power of the Company's then outstanding securities is
acquired, directly or indirectly, (ii) at any time during the 24-month period
after a tender offer, merger, consolidation, sale of assets or contested
election, or any combination of such transactions, at least a majority of the
Company's Board of Directors shall cease to consist of "continuing directors"
(meaning directors of the Company who either were directors prior to such
transaction or who subsequently became directors and whose election, or
nomination for election by the Company's stockholders, was approved by a vote
of at least two thirds of the directors then still in office who were
directors prior to such transaction), (iii) the stockholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation that would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 60% of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement of sale or disposition by the Company of all or
substantially all of the Company's assets.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Thomas G. Loeffler, Director of the Company, served on the
Compensation Committee from October 1, 1999 to present. On January 20, 2000
and August 1, 2000, William H. Cunningham and Lee Cooke joined the
Compensation Committee, respectively. Mr. Cooke served as President and Chief
Executive Officer and as a member of the Board of Directors of the Company's
wholly owned subsidiary, CUville.com, Inc., until July 2000, when the assets
of CUville.com, Inc. were sold to a nonaffiliated entity. Mr. Cooke is a
member of the Board of Directors of Sharps Compliance Corp. and is Chairman
of the Board and Chief Executive Officer of Habitek International, Inc. d/b/a
U.S. Medical Systems, Inc. Mr. Holmes, Chairman of the Board and Chief
Executive Officer of the Company, also serves on the Board of Directors of
Sharps Compliance Corp.

PERFORMANCE GRAPH

The Company's Common Stock has been traded publicly since August 5,
1996. Prior to such date, there was no established market for its Common
Stock. The following Performance Graph compares the Company's cumulative
total stockholder return on its Common Stock from August 5, 1996 (the first
day which the Common Stock was publicly traded), through December 31, 2000,
with the cumulative total return of the S&P 500 Index and a peer group over
the same period. The peer group is comprised of seven hundred fifty (750)
data processing and computer companies with similar standard industrial
classification codes as the Company, and whose stock is traded on the Nasdaq
market. The graph assumes that the value of the investment in the Company's
Common Stock and each index was $100 at August 5, 1996, and that all
dividends were reinvested.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

SUMMARY DATA FOR CHART
AUG-96 SEP-96 SEP-97 SEP-98 SEP-99 SEP-00 DEC-00
-----------------------------------------------------------------------------------------------------------

The Company $ 100.00 $ 104.71 $ 164.71 $ 65.88 $ 23.53 $ 14.40 $ 9.55
S&P 500 Stocks $ 100.00 $ 104.52 $ 146.97 $ 160.78 $ 205.27 $ 233.60 $ 215.19
Nasdaq Computer and
Data Processing Stocks $ 100.00 $ 109.38 $ 148.03 $ 191.85 $ 325.77 $ 409.50 $ 253.33

The foregoing graph is based on historical data and is not
necessarily indicative of future performance. This graph shall not be deemed
to be "soliciting material" or to be "filed" with the Commission or subject
to Regulations 14A and 14C under the Exchange Act or to the liabilities of
Section 18 under the Exchange Act.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company's
directors, executive officers and persons who own more than 10% of a
registered class of the Company's equity securities file with the Commission
initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company. Directors, executive
officers and greater than 10% stockholders are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms
they file.

To the Company's knowledge, based solely on a review of the copies
of the Section 16(a) reports furnished to the Company and written
representations that no other reports were required, during the fiscal year
ended September 30, 2000, all Section 16(a) filing requirements applicable to
its directors, executive officers and greater than 10% beneficial owners were
complied with.

RELATED TRANSACTIONS

On April 5, 2000, the Board of Directors of the Company approved a
restricted stock grant to the Chief Executive Officer of the Company. The
restricted stock consists of 400,000 shares of Princeton common stock, which
vests on April 30, 2003. The Company expenses the fair market value of the
restricted stock grant over the three-year period ending April 30, 2003. The
Company recognized $0.3 million during fiscal 2000 as compensation expense
related to the stock grant. The Company estimates it will recognize $0.5
million as compensation expense related to the stock grant in 2001. Princeton
eCom Corporation is a privately held company of which the Company owns
approximately 42.5%.

During fiscal 2000, the Company chartered a jet airplane from a
company associated with Parris H. Holmes, Jr., Chairman of the Board and
Chief Executive Officer of the Company. Under the terms of the charter
agreement, the Company was obligated to pay annual minimum fees of $500,000
over the five years ending March 31, 2003 for such charter services. During
the fiscal year ended September 30, 2000, the Company paid approximately
$615,000 in fees related to this agreement. During the fourth quarter of
2000, the Company terminated this contract with no future obligations.

On December 16, 1999, the Company made a $130,000 loan, with
interest accruing at the rate of 8% per annum, to W. Audie Long, who served
as Senior Vice President, General Counsel and Corporate Secretary of the
Company until his resignation on January 15, 2001. The largest aggregate
amount of indebtedness outstanding for this loan (including interest) during
fiscal 2000 was $133,162. This principal and accrued interest, aggregating
$3,162, were forgiven by the Company in April 2000 in lieu of a cash bonus
earned in fiscal 1999.

PROPOSALS FOR NEXT ANNUAL MEETING

Any proposals of holders of Common Stock intended to be presented
pursuant to Rule 14a-8 under the Exchange Act ("Rule 14a-8") at the Annual
Meeting of Stockholders to be held in 2002 must be received by the Company,
addressed to the Secretary of the Company at 10101 Reunion Place, Suite 450,
San Antonio, Texas 78216, between October 8, 2001 and November 7, 2001 to be
considered for inclusion in the Company's proxy statement and form of proxy
related to such meeting. After November 7, 2001, notice to the Company of a
stockholder proposal submitted otherwise than pursuant to Rule 14a-8 will be
considered untimely, and the person named in proxies solicited by the Board
of Directors of the Company for its 2002 Annual Meeting of Stockholders may
exercise discretionary authority voting power with respect to any such
proposal as to which the Company does not receive timely notice.

The Company's Amended and Restated Bylaws establish an advance
notice procedure with regard to stockholder proposals to be brought before an
annual or special meeting of stockholders (the "Business Procedure"). The
Business Procedure provides that stockholder proposals must be submitted in
writing in a timely manner in order to be considered at any annual or special
meeting. To be timely, notice must be received by New Century (i) in the case
of an annual meeting, not less than 90 days nor more than 120 days prior to
the date of New Century's proxy materials for the previous year's annual
meeting, or (ii) in the case of a special meeting, not less than the close of
business on the seventh day following the day on which notice of such meeting
is first given to stockholders.

Under the Business Procedure, notice relating to a stockholder
proposal must contain certain information about such proposal and about the
stockholder who proposes to bring the proposal before the meeting, including
(A) the name and address of the stockholder who intends to make the proposal
and the text of the proposal to be introduced; (b) the class and number of
shares of stock held of record, owned beneficially and represented by proxy
by such stockholder as of the record date for the meeting (if such date shall
then have been made publicly available) and as of the date of such notice;
and (c) a representation that the stockholder intends to appear in person or
by proxy at the meeting to introduce the proposal or proposals, specified in
the notice. No business shall be conducted at a meeting except business
brought before the annual meeting in accordance with the procedures set forth
above. If the Chairman or other officer presiding at a meeting determines
that the stockholder proposal was not properly brought before such meeting,
such proposal will not be introduced at such meeting. Nothing in the Business
Procedure will preclude discussion by any stockholder of any proposal
properly made or brought before an annual or special meeting in accordance
with the above-mentioned procedures.

The provisions of the Business Procedure will be subject to rules of
the Commission with respect to stockholder proposals so long as the Common
Stock remains quoted on the Nasdaq National Market or is listed on a national
securities exchange or is otherwise required to be registered under the
Exchange Act. Any stockholder proposal that is submitted in compliance with
such rules and is required by such rules to be set forth in the proxy
statement of the Company will be set forth despite the requirements of the
Amended and Restated Bylaws of the Company with respect to the timing and
form of notice for such proposals.

OTHER MATTERS

As of the date of this Proxy Statement, management does not intend
to present any other items of business and is not aware of any matters to be
presented for action at the Annual Meeting other than those described above.
However, if any other matters should come before the Annual Meeting, it is
the intention of the persons named as proxies in the accompanying proxy card
to vote in accordance with their best judgment on such matters.

By order of the Board of Directors,

/s/ DAVID P. TUSA
David P. Tusa
CORPORATE SECRETARY

San Antonio, Texas
April 2, 2001

APPENDIX "A"

In accordance with Rule 14a-3(c) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as adapted to the "Summary Annual
Report" procedure, this Appendix and the information contained herein is
provided solely for the information of stockholders and the Securities and
Exchange Commission. Such information shall not be deemed to be "soliciting
material" or to be "filed" with the Commision or subject to Regulations 14A
and 14C under the Exchange Act (except as provided in Rule 14a-3) or to the
liabilities of Section 18 of the Exchange Act.

FORM 10-K

The Company's annual report on Form 10-K for the year ended
September 30, 2000, has been filed with the Securities and Exchange
Commission. A copy of this report may be obtained without cost by writing the
Company's investor relations department at 10101 Reunion Place, Suite 450,
San Antonio, Texas 78216, or calling (210) 302-0444.

THE INFORMATION CONTAINED IN THIS APPENDIX CONTAINS CERTAIN
"FORWARD-LOOKING" STATEMENTS AS SUCH TERM IS DEFINED IN THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND INFORMATION RELATING TO THE
COMPANY AND ITS SUBSIDIARIES THAT ARE BASED ON THE BELIEFS OF THE COMPANY'S
MANAGEMENT AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE
TO THE COMPANY'S MANAGEMENT. WHEN USED IN THIS REPORT, THE WORDS
"ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT" AND "INTEND" AND WORDS OR
PHRASES OF SIMILAR IMPORT, AS THEY RELATE TO THE COMPANY OR ITS SUBSIDIARIES
OR COMPANY MANAGEMENT, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
SUCH STATEMENTS REFLECT THE CURRENT RISKS, UNCERTAINTIES AND ASSUMPTIONS
RELATED TO CERTAIN FACTORS INCLUDING, WITHOUT LIMITATIONS, COMPETITIVE
FACTORS, GENERAL ECONOMIC CONDITIONS, CUSTOMER RELATIONS, RELATIONSHIPS WITH
VENDORS, THE INTEREST RATE ENVIRONMENT, GOVERNMENTAL REGULATION AND
SUPERVISION, SEASONALITY, DISTRIBUTION NETWORKS, PRODUCT INTRODUCTIONS AND
ACCEPTANCE, TECHNOLOGICAL CHANGE, CHANGES IN INDUSTRY PRACTICES, ONE-TIME
EVENTS AND OTHER FACTORS DESCRIBED HEREIN AND IN OTHER FILINGS MADE BY THE
COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION. BASED UPON CHANGING
CONDITIONS, SHOULD ANY ONE OR MORE OF THESE RISKS OR UNCERTAINTIES
MATERIALIZE, OR SHOULD ANY UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED OR INTENDED. THE COMPANY DOES NOT INTEND TO
UPDATE THESE FORWARD-LOOKING STATEMENTS.

A-1

MARKET FOR THE COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's common stock, par value $0.01 per share (the "Common
Stock"), is quoted on the Nasdaq National Market ("Nasdaq") under the symbol
"NCEH." The table below sets forth the high and low bid prices for the Common
Stock from October 1, 1998, through December 15, 2000, as reported by the Nasdaq
National Market. These price quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission, and may not necessarily represent
actual transactions.

HIGH LOW
---- ---

Fiscal Year Ended September 30, 1999:
1st quarter $17 $10
2nd quarter $11 7/8 $7 15/16
3rd quarter $14 $9 7/8
4th quarter $11 3/16 $4 1/2

Fiscal Year Ending September 30, 2000:
1st quarter $8 3/16 $3 7/8
2nd quarter $9 15/16 $5
3rd quarter $7 5/8 $3 1/8
4th quarter $4 7/8 $2 27/32

Fiscal Year Ending September 30, 2001:
1st quarter (through December 15, 2000) $3 5/16 $1 11/32

STOCKHOLDERS

At December 15, 2000, there were 36,745,460 shares of Common Stock
outstanding, held by 474 holders of record. The last reported sales price of
the Common Stock on December 15, 2000, was $2 5/8 per share.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on the
Common Stock. The Company presently intends to retain all earnings for the
operation and development of its business and does not anticipate paying any
cash dividends on the Common Stock in the foreseeable future.

A-2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Consolidated Financial Statements of the Company, the Notes thereto and the
other financial information included elsewhere in this Report. For purposes
of the following discussion, references to yearly periods refer to the
Company's fiscal years ended September 30.

GENERAL

The Company's revenues are derived primarily from its Internet
division. FIData, Inc. ("FIData"), acquired in November 1999, provides
Internet-based automated loan approval products to the financial services
industries. The Company has an equity interest in Princeton eCom Corporation
("Princeton"), which offers electronic bill presentment and payment services
via the Internet and telephone. The Company purchased additional equity
interests in Princeton during the second and fourth quarters of 2000. As of
September 30, 2000, the Company's ownership percentage in Princeton
approximated 42.5%. During the second quarter of 2000, the Company purchased
a 22% equity interest in CoreINTELLECT, Inc. ("Core"), which provides
Internet-based business-to-business products for the acquisition,
classification, retention and dissemination of business-critical knowledge
and information.

On October 23, 2000, the Company completed the sale of the
Transaction Processing ("Transaction Processing") and Software ("Software")
divisions to Platinum Equity Holdings ("Platinum") of Los Angeles, California
(the "Transaction"). Total consideration consisted of $52.5 million in cash
and a royalty, assuming achievement of certain revenue targets associated
with the divested divisions, of up to $20 million. In addition, the Company
will receive payments totaling $7.5 million for consulting services provided
to Platinum over the twenty-four month period following the Transaction.
Through the Transaction Processing division, the Company provided billing
clearinghouse and information management services in the United States to the
telecommunications industry. Through its subsidiary, Aptis, Inc., the
Software division developed, licensed and supported convergent billing
systems for telecommunications and Internet service providers and provides
direct billing outsourcing services.

The operating results of the Internet division are segregated and
reported as continuing operations while the Transaction Processing and
Software operating results are segregated and reported as discontinued
operations in the accompanying Consolidated Statements of Operations in
accordance with Accounting Principles Board Opinion No. 30. Prior period
operating results and financial position have been restated to reflect
continuing operations. The operating results of both continuing and
discontinued operations are presented below.

RESULTS OF CONTINUING OPERATIONS - INTERNET

Total revenues for 2000 were $0.4 million compared to no revenues in
1999 and 1998. These revenues were derived from FIData's automated loan
approval products and services. Gross profit margin of 15% reported for 2000
could increase in subsequent periods as a result of the release of the new
version of FIData's core instant loan application approval product.

Selling, general and administrative ("SG&A") expenses are comprised
of all selling, marketing and administrative costs incurred in direct support
of the business operations of the Company. SG&A expenses for 2000 were $9.3
million compared to $5.3 million in 1999 and $3.3 million in 1998. SG&A
expenses increased from 1999 to 2000 primarily due to the acquisition of
FIData in November 1999, as well as SG&A expenses incurred by efforts to
develop a financial services website focused on the credit union industry. In
the third quarter of 2000, the Company narrowed its credit union efforts to
focus on FIData only. Corporate SG&A expenses increased from 1998 to 1999
primarily due to an increase in operating leases and overall increased
expenditures.

Research and development ("R&D") expenses are comprised of the
salaries and benefits of the employees involved in development and related
expenses. R&D expenses incurred during 2000 related to the development of the
financial services website, which was suspended during the third quarter of
2000.

Depreciation and amortization expenses are incurred with respect to
certain assets, including computer hardware, software, office equipment,
furniture, goodwill and other intangibles. Depreciation and amortization
expense was $1.6 million in 2000 compared to $0.04 million in 1999 and 1998.
The increase from 1999 to 2000 is attributable to the amortization of
intangibles acquired in connection with the acquisition of FIData in November
1999. During 2000, the Company recognized $1.3 million of amortization
expense related to these intangibles.

A-3

Net other expense of $15.0 million in 2000 compares to $1.8 million
in 1999 and $2.0 million in 1998. The increase in net other expense from 1999
was primarily due to an increase in the Company's equity interest in
Princeton and the equity interest in Core, acquired in the second quarter of
2000. Net other expense in 2000 also includes $5.0 million of in-process
research and development costs acquired in connection with the March 2000
equity investments in Princeton and Core.

The Company's effective tax benefit was 15% in 2000, 28% in 1999 and
23% in 1998. The Company's effective tax benefit is lower than the federal
statutory benefit due to certain deductions taken for financial reporting
purposes that are not deductible for federal income tax purposes. Exclusive
of nondeductible in-process research and development costs related to the
acquisition of Princeton and Core and nondeductible losses from its Internet
investments, the Company's effective tax benefit would have been 37.0% in
2000, 1999 and 1998.

Loss from continuing operations was $26.6 million, $5.2 million and
$4.1 million in 2000, 1999 and 1998, respectively. Loss from continuing
operations for 2000 includes special charges of $7.1 million incurred in the
first and second quarters. In the first quarter, special charges of $1.7
million represent in-process research and development costs acquired in
connection with the acquisition of FIData in November 1999. In the second
quarter, the Company recorded $5.0 million of in-process research and
development costs acquired in connection with the equity investments in
Princeton and Core. Loss from continuing operations for 1998 reflects special
charges of $2.0 million during the fourth quarter of 1998, representing
in-process research and development costs acquired in connection with the
acquisition of 22% of the capital stock of Princeton. The increase in loss
from continuing operations from year to year, exclusive of special charges,
is attributable to higher SG&A, R&D and depreciation and amortization
expenses.

RESULTS OF DISCONTINUED OPERATIONS - TRANSACTION PROCESSING AND SOFTWARE

The following table presents the operating results of the Company's
Transaction Processing and Software divisions and as a percentage of related
revenues for each year, which are reflected as discontinued operations in the
Consolidated Statements of Operations.

YEAR ENDED SEPTEMBER 30,
------------------------- -------------------------- -------------------------
(IN THOUSANDS, EXCEPT PERCENTAGES) 2000 1999 1998
------------------------- -------------------------- -------------------------

Transaction Processing revenues......... $113,085 78.2% $135,403 74.7% $147,542 83.8%
Software revenue........................ 31,522 21.8 45,921 25.3 28,481 16.2
-------- ------ -------- ------ -------- ------
Operating revenue...................... 144,607 100.0 181,324 100.0 176,023 100.0
Cost of revenues........................ 100,010 69.2 109,519 60.4 108,178 61.5
-------- ------ -------- ------ -------- ------
Gross profit............................ 44,597 30.8 71,805 39.6 67,845 38.5
Selling, general and administrative
expenses............................. 28,830 19.9 28,333 15.6 19,696 11.2
Bad debt expense........................ 6,081 4.2 1,663 0.9 - -
Research and development................ 11,763 8.1 5,725 3.2 3,277 1.9
Advance funding program income, net.. (1,856) (1.3) (3,673) (2.0) (7,793) (4.4)
Depreciation and amortization expense.. 11,273 7.8 9,286 5.1 7,055 4.8
Special and other charges............... 1,216 0.8 1,529 0.8 - -
-------- ------ -------- ------ -------- ------
(Loss) income from discontinued
operations........................... $(12,710) (8.8)% $ 28,942 16.0% $ 45,610 25.9%
======== ====== ======== ====== ======== ======

OPERATING REVENUES

Transaction Processing fees charged by the Company included
processing and customer service inquiry fees. Processing fees were assessed
to customers either as a fee charged for each telephone call record or other
transaction processed or as a percentage of the customer's revenue that was
submitted by the Company to local exchange carriers for billing and
collection. Processing fees also included any charges assessed to the Company
by local exchange carriers for billing and collection services that were
passed through to the customer. Customer service inquiry fees were assessed
to customers either as a fee charged for each record processed by the Company
or as a fee charged for each billing inquiry made by end users.

A-4

Transaction Processing revenues decreased $22.3 million, or 16.5%,
from 1999, and $12.1 million, or 8.2%, from 1998. The decrease in revenue
from year to year was primarily attributable to an overall decrease in the
number of call records processed. The number of call records processed for
billing was negatively impacted by market pressures that have occurred in the
long distance industry. Management has continued to take actions in order to
mitigate the effects of "slamming and cramming" issues on the call record
volumes of its current customer base. Consequently, the number of call
records processed for billing decreased from the prior years. Telephone call
record volumes were as follows:

YEAR ENDED SEPTEMBER 30,
-------------------------
2000 1999 1998
---- ---- ----
(IN MILLIONS)

Direct dial long distance services ............. 457.8 599.0 612.6
Operator services .............................. 76.3 97.2 134.6
Enhanced billing services....................... 3.5 4.7 11.4
Billing management services..................... 204.0 230.4 329.1

In addition to license and maintenance fees charged by Software for
the use of its billing software applications, fees were charged on a time and
materials basis for software customization and professional services.
Software revenues also included retail sales of third-party computer hardware
and software.

Software revenues decreased $14.4 million, or 31.4%, from 1999
compared to increased revenues of $17.4 million, or 61.2%, from 1998. The
decrease in revenues from 1999 was primarily attributable to lower sales of
billing systems in 2000, which corresponded to a decrease in software license
fees. The increase in revenues from 1998 was primarily attributable to the
increase in license and maintenance fees.

COST OF REVENUES

For the Transaction Processing division, cost of revenues included
billing and collection fees charged by local exchange carriers as well as all
costs associated with the customer service organization, including staffing
expenses and costs associated with telecommunications services. Billing and
collection fees charged by the local exchange carriers included fees that
were assessed for each record submitted and for each bill rendered to its
end-user customers. For the Software division, cost of revenues included the
cost of third-party computer hardware and software sold, and the salaries and
benefits of software support, technical and professional service personnel
who generated revenue from contracted services. The decrease in cost of
revenues from 1999 is primarily related to higher billing and collection
costs charged by the local exchange carriers.

SELLING, GENERAL AND ADMINISTRATIVE

SG&A expenses for 2000 were $28.8 million, compared to $28.3 million
in 1999 and $19.7 million in 1998. The increase in SG&A in 1999 was primarily
due to the Software division incurring a higher level of SG&A expenses to
build an infrastructure consistent with expected growth. The SG&A expenses
remained consistent in 2000 as the growth in the Software division declined.

BAD DEBT EXPENSE

Bad debt expense for 2000 was $6.1 million compared to $1.7 million
in 1999 and $0 in 1998. Bad debt increased from 1999 primarily due to a $3.5
million charge taken in the third quarter of 2000. Related to the Software
division, this charge is a result of the narrowing of various software
product offerings, the refocusing of software development efforts and a
reserve associated with a significant account.

RESEARCH AND DEVELOPMENT

R&D expenses were comprised of the salaries and benefits of the
employees involved in software development and related expenses. The Company
internally funded R&D activities with respect to efforts associated with
creating new and enhanced Transaction Processing services products and
products related to its convergent billing software platform for both
telecommunication and Internet service providers. R&D expenses in 2000 were
$11.8 million compared to $5.7 million in 1999 and $3.3 million in 1998.

A-5

ADVANCE FUNDING PROGRAM INCOME AND EXPENSE

Advance funding program income was $2.0 million in 2000 compared to
$3.8 million in 1999 and $7.9 million in 1998. The decrease from year to year
was primarily the result of a lower level of customer receivables financed
under the Company's advance funding program. The quarterly average balance of
purchased receivables was $20.4 million, $48.2 million and $83.0 million in
2000, 1999 and 1998, respectively.

The advance funding program expense was $0.1 million in 2000, 1999
and 1998, due to the Company financing all customer receivables during 2000,
1999 and 1998 with internally generated funds rather than with funds borrowed
through the Company's revolving credit facility. The expense recognized
represents unused credit facility fees and was the minimum expense that the
Company could have incurred during these years.

INCOME FROM DISCONTINUED OPERATIONS

Including special and other charges, loss from discontinued
operations in 2000 was $12.7 million compared to income from discontinued
operations in 1999 of $28.9 million and $45.6 million in 1998. The decrease
in income from discontinued operations from year to year is attributable to
lower revenues and higher operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash balance for continuing operations was a $0.2
million deficit at September 30, 2000 compared to $0.2 million at September
30, 1999. These low balances are the result of funding for continuing
operations coming from the discontinued operations. During 2000, the Company
made cash investments of $39.6 million in Princeton and $6.0 million in Core.
In connection with the Transaction, the Company received $52.5 million in
October 2000. In addition, the Company may receive a royalty, assuming
achievement of certain revenue targets associated with the divisions sold to
Platinum, of up to $20 million. The Company also will receive payments
totaling $7.5 million for consulting services provided to Platinum over the
twenty-four month post-closing period.

The Company's working capital position decreased to $3.0 million at
September 30, 2000 from $73.6 million at September 30, 1999. On a pro forma
basis and assuming the Transaction was completed on September 30, 2000, the
Company's working capital position was $47.9 million. The decrease in working
capital was primarily attributable to the equity investments in Princeton and
Core and the acquisition of FIData. Net cash provided by operating activities
was $50.8 million in 2000, compared to net cash used by operating activities
of $0.9 million in 1999 and net cash provided by operating activities of $1.1
million in 1998. The amounts primarily reflect net income from 1998 to 2000,
exclusive of special charges.

In December 1996, the Company secured a $50.0 million revolving line
of credit facility with certain lenders primarily to draw upon to advance
funds to its billing customers prior to collection of the funds from the
local exchange carriers. This credit facility terminated on March 20, 2000.
The Company currently does not have a need for a line of credit due to its
significant cash resources from the Transaction.

Capital expenditures amounted to approximately $50,000 in 2000 and
related primarily to the purchase of computer equipment and software. The
Company anticipates capital expenditures before acquisitions, if any, of
approximately $0.1 million in fiscal 2001 largely related to expenditures for
furniture, fixtures, leasehold improvements, computer software and hardware
upgrades. The Company believes that it will be able to fund expenditures with
internally generated funds and borrowings, but there can be no assurance that
such funds will be available or expended.

In September 1998, the Company acquired a 22% ownership position in
Princeton, which is a privately held company headquartered in Princeton, New
Jersey specializing in comprehensive electronic bill presentment and payment
services via the Internet and telephone to financial institutions and large
businesses. During 1999, the Company acquired additional shares of Princeton
common stock, increasing the Company's ownership position to approximately
24% at September 30, 1999. The Company accounts for its investment in
Princeton under the equity method.

In November 1999, the Company completed the acquisition of FIData, a
company located in Austin, Texas that provides Internet-based automated loan
approval products to the financial services industries. The total
consideration for the acquisition was approximately $4.2 million in cash and
debt assumption and 1,100,000 shares of the Company's common stock. This
acquisition has been accounted for as a purchase. Accordingly, the results of
operations for FIData have been included in the Company's consolidated
financial statements, and the shares related to the acquisition have been
included in the weighted average shares outstanding for purposes of
calculating net loss from continuing operations per common share since the
date of acquisition. Approximately $7.4 million was recorded as goodwill and
other intangibles and is included in Other assets. During the first quarter
of 2000, the Company expensed $1.7 million of in-process R&D acquired in
connection with this acquisition.

A-6

In March 2000, the Company increased its ownership percentage in
Princeton with an additional $33.5 million equity investment, which consisted
of $27.0 million of convertible preferred stock and $6.5 million of common
stock. In connection with this investment, the Company expensed $2.5 million
of in-process R&D costs during 2000. In June 2000, under the terms of a
Convertible Promissory Note, the Company advanced $5.0 million to Princeton.
In the fourth quarter of 2000, the Convertible Promissory Note was converted
into shares of Princeton preferred stock, which is convertible into 1,111,111
shares of Princeton common stock. The Company's ownership percentage in
Princeton at September 30, 2000, was approximately 42.5%. The Company
anticipates additional equity investments in Princeton as Princeton positions
itself for further growth.

In March 2000, the Company completed the purchase of a voting
preferred stock investment of $6.0 million in Core, a Dallas, Texas-based
company that develops and markets Internet-based business-to-business
products for the acquisition, classification, retention and dissemination of
business-critical knowledge and information. During 2000, the Company
expensed $2.5 million of in-process R&D costs acquired in connection with
this equity investment.

The Company's operating cash requirements consist principally of
funding of corporate and FIData expenses and capital expenditures.

SEASONALITY

The Company's Internet operations are not significantly affected by
seasonality.

EFFECT OF INFLATION

Inflation has not been a material factor affecting the Company's
business. General operating expenses such as salaries, employee benefits and
occupancy costs are subject to normal inflationary pressures.

NEW ACCOUNTING STANDARDS

In December 1999, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in
Financial Statements," which provides the SEC's views in applying generally
accepted accounting principles to selected revenue recognition issues.
Management has reviewed the SAB and believes that the accounting policies of
the Company are appropriate and reflect the requirements of this SAB.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to interest rate risk primarily through its
portfolio of cash equivalents and short-term marketable securities. The
Company does not believe that it has significant exposure to market risks
associated with changing interest rates as of September 30, 2000 because the
Company's intention is to maintain a liquid portfolio to take advantage of
investment opportunities. The Company does not use derivative financial
instruments in its operations.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company and the related
report of the Company's independent public accountants thereon are included
in this report at the page indicated.

Page
----

Report of Independent Public Accountants....................................................................... A-8
Consolidated Balance Sheets at September 30, 2000 and 1999..................................................... A-9
Consolidated Statements of Operations for the Years Ended September 30, 2000, 1999 and 1998.................... A-10
Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2000, 1999 and 1998.......... A-11
Consolidated Statements of Cash Flows for the Years Ended September 30, 2000, 1999 and 1998.................... A-12
Notes to Consolidated Financial Statements..................................................................... A-13

A-7

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
New Century Equity Holdings Corp.:

We have audited the accompanying consolidated balance sheets of New
Century Equity Holdings Corp. (a Delaware corporation, formerly Billing
Concepts Corp.) and subsidiaries as of September 30, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended September 30, 2000.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of New Century
Equity Holdings Corp. and subsidiaries as of September 30, 2000 and 1999, and
the results of their operations and their cash flows for each of the three
years in the period ended September 30, 2000, in conformity with accounting
principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP

San Antonio, Texas
November 22, 2000

A-8

NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
(FORMERLY BILLING CONCEPTS CORP. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

ASSETS

SEPTEMBER 30,
-------------
2000 2000 1999
---- ---- ----
ACTUAL PRO FORMA ACTUAL
(unaudited)

Current assets:
Cash and cash equivalents................................................................ $ (156) $ 52,344 $ 239
Accounts receivable, net of allowance for doubtful accounts of $25 (2000) and $0 (1999).. 5,013 5,013 1,219
Prepaids and other....................................................................... 224 224 99
Net current assets from discontinued operations (see Note 18)............................ 1,376 - 72,655
----------- ----------- -----------

Total current assets.............................................................. 6,457 57,581 74,212
Property and equipment.................................................................... 912 912 321
Less accumulated depreciation............................................................ (292) (292) (128)
----------- ----------- -----------

Net property and equipment........................................................ 620 620 193
Other assets, net of accumulated amortization of $1,348 (2000) and $0 (1999).............. 6,784 6,784 441
Investments in equity affiliates.......................................................... 37,832 37,832 7,530
Net non-current assets from discontinued operations (see Note 18)......................... 45,410 - 31,041
----------- ----------- -----------

Total assets...................................................................... $ 97,103 $ 102,817 $ 113,417
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Trade accounts payable................................................................... $ 74 $ 74 $ 99
Accrued liabilities...................................................................... 609 609 560
Deferred income taxes.................................................................... 2,806 2,806 -
Net current liabilities of discontinued operations....................................... - 6,157 -
----------- ----------- -----------

Total current liabilities......................................................... 3,489 9,646 659
Other liabilities......................................................................... 569 569 623
----------- ----------- -----------

Total liabilities................................................................. 4,058 10,215 1,282
Commitments and contingencies (see Notes 6 and 13)
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or
outstanding at September 30, 2000 or 1999............................................ - - -
Common stock, $0.01 par value, 75,000,000 shares authorized, 41,732,632 shares
issued and outstanding at September 30, 2000; 37,378,216 shares issued and
outstanding at September 30, 1999.................................................... 417 417 374
Additional paid-in capital................................................................ 88,819 88,819 63,771
Retained earnings......................................................................... 5,792 5,349 48,213
Deferred compensation..................................................................... (82) (82) (223)
Treasury stock, at cost, 504,800 shares at September 30, 2000; no shares at
September 30, 1999................................................................... (1,901) (1,901) -
----------- ----------- -----------

Total stockholders' equity........................................................ 93,045 92,602 112,135
----------- ----------- -----------

Total liabilities and stockholders' equity........................................ $ 97,103 $ 102,817 $ 113,417
=========== =========== ===========

The accompanying notes are an integral part of these consolidated financial statements.

A-9

NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
(FORMERLY BILLING CONCEPTS CORP. AND SUBSIDIARIES)
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

FOR THE YEAR ENDED SEPTEMBER 30,
--------------------------------
2000 1999 1998
---- ---- ----

Operating revenues................................................................. $ 410 $ - $ -
Cost of revenues................................................................... 349 - -
----------- ---------- ----------

Gross profit....................................................................... 61 - -
Selling, general and administrative expenses....................................... 9,317 5,315 3,301
Research and development........................................................... 3,247 63 -
Depreciation and amortization expense.............................................. 1,631 43 43
Special charges.................................................................... 2,169 - -
----------- ---------- ----------
Loss from continuing operations.................................................... (16,303) (5,421) (3,344)
Other income (expense):
Interest income................................................................... 12 - -
Interest expense.................................................................. (3) - -
Equity in net loss of equity affiliates........................................... (10,069) (1,809) -
In-process research and development of equity affiliates.......................... (4,965) - (2,000)
Other, net........................................................................ 34 - (3)
----------- ---------- ----------

Total other expense, net...................................................... (14,991) (1,809) (2,003)
----------- ---------- ----------

Loss from continuing operations before income tax benefit.......................... (31,294) (7,230) (5,347)
Income tax benefit................................................................. 4,715 2,006 1,238
----------- ---------- ----------

Net loss from continuing operations................................................ (26,579) (5,224) (4,109)
Discontinued operations:
Net income (loss) from discontinued operations, net of income tax (expense)
benefit of $229, ($13,585), and ($19,233), respectively....................... (6,565) 21,046 30,812
Net estimated loss from disposal of discontinued operations, including income
tax expense of $5,629......................................................... (9,277) - -
----------- ---------- ----------

Net income (loss) from discontinued operations............................... (15,842) 21,046 30,812
----------- ---------- ----------
Net income (loss).................................................................. $ (42,421) $ 15,822 $ 26,703
=========== ========== ==========

Basic and diluted:
Net loss from continuing operations per common share .............................. $ (0.67) $ (0.14) $ (0.12)
Net income (loss) from discontinued operations per common share.................... (0.16) 0.57 0.86
Net estimated loss from disposal of discontinued operations per common share....... (0.23) - -
----------- ---------- ----------
Net income (loss) per common share................................................. $ (1.06) $ 0.43 $ 0.74
=========== ========== ==========

Weighted average common shares outstanding ........................................ 39,909 37,116 35,844
=========== ========== ==========

The accompanying notes are an integral part of these consolidated financial statements.

A-10

NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
(FORMERLY BILLING CONCEPTS CORP. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
(IN THOUSANDS)

TREASURY STOCK COMMON STOCK ADDITIONAL
-------------- ------------ PAID-IN RETAINED DEFERRED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS COMPENSATION TOTAL
------ ------ ------ ------ ------ -------- ------------ -----

Balances at September 30, 1997....... - $ - 34,889 $ 348 $ 42,905 $ 7,438 $ (950) $ 49,741

Issuance of common stock............ - - 47 1 716 - (170) 547
Exercise of stock options and
warrants........................ - - 1,707 17 16,407 - - 16,424
Compensation expense................ - - - - - - 726 726
Net income.......................... - - - - - 26,703 - 26,703
----- --------- ------- ------ --------- --------- ------- ----------

Balances at September 30, 1998....... - - 36,643 366 60,028 34,141 (394) 94,141
Issuance of common stock............ - - 268 3 694 (1,750) - (1,053)
Issuance of stock options........... - - - - 84 - (84) -
Exercise of stock options and
warrants........................ - - 467 5 2,965 - - 2,970
Compensation expense................ - - - - - - 255 255
Net income.......................... - - - - - 15,822 - 15,822
----- --------- ------- ------ --------- --------- ------- ----------

Balances at September 30, 1999....... - - 37,378 374 63,771 48,213 (223) 112,135
Issuance of common stock............ - - 129 1 304 - (222) 83
Issuance of common stock for
acquisitions.................... - - 4,177 42 24,702 - - 24,744
Issuance of stock options........... - - - - (31) - 31 -
Exercise of stock options and
warrants........................ - - 49 - 215 - - 215
Compensation expense................ - - - - (142) - 332 190
Purchase of treasury stock.......... (505) (1,901) - - - - - (1,901)
Net loss............................ - - - - - (42,421) - (42,421)
----- --------- ------- ------ --------- --------- ------- ----------

Balances at September 30, 2000....... (505) $ (1,901) 41,733 $ 417 $ 88,819 $ 5,792 $ (82) $ 93,045
===== ========= ======= ====== ========= ========= ======= ==========

The accompanying notes are an integral part of these consolidated financial statements.

A-11

NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
(FORMERLY BILLING CONCEPTS CORP. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE YEAR ENDED SEPTEMBER 30,
--------------------------------
2000 1999 1998
---- ---- ----

Cash flows from operating activities:
Net loss from continuing operations....................................................... $ (26,579) $ (5,224) $ (4,109)
Adjustments to reconcile net loss from continuing operations to net cash provided by (used
in) operating activities:
Depreciation and amortization......................................................... 1,631 43 43
Gain on disposition of equipment...................................................... - - (114)
Equity in net loss of equity affiliates............................................... 10,069 1,809 -
In-process research and development of equity affiliates.............................. 4,965 - 2,000
Non cash special charges.............................................................. 2,136 - -
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable......................................... (3,794) 1,075 791
Increase in prepaids and other..................................................... (125) (28) (54)
Increase (decrease) in trade accounts payable...................................... (25) 54 1
Increase (decrease) in accrued liabilities......................................... 49 (195) 438
Increase (decrease) in deferred income taxes....................................... 2,806 - (51)
Increase (decrease) in other liabilities........................................... (54) 246 141
---------- ----------- ---------

Net cash used in continuing operating activities........................................... (8,921) (2,220) (914)
Net cash provided by discontinued operating activities..................................... 59,757 1,281 2,009
---------- ----------- ---------
Net cash provided by (used in) operating activities...................................... 50,836 (939) 1,095
Cash flows from investing activities:
Purchases of property and equipment....................................................... (50) (8) -
Purchase of Internet company, net of cash acquired........................................ (4,264) - -
Investments in equity affiliates.......................................................... (45,580) (1,339) (10,000)
Proceeds from sale of equipment........................................................... - - 538
Other investing activities................................................................ (327) (129) (118)
---------- ----------- ---------

Net cash used in investing activities...................................................... (50,221) (1,476) (9,580)
Cash flows from financing activities:
Proceeds from issuance of common stock.................................................... 891 2,654 8,485
Purchases of treasury stock............................................................... (1,901) - -
---------- ----------- ---------

Net cash (used in) provided by financing activities........................................ (1,010) 2,654 8,485
---------- ----------- ---------

Net (decrease) increase in cash and cash equivalents....................................... (395) 239 -
Cash and cash equivalents, beginning of year............................................... 239 - -
---------- ----------- ---------

Cash and cash equivalents, end of year..................................................... $ (156) $ 239 $ -
========== =========== =========

The accompanying notes are an integral part of these consolidated financial statements.

A-12

NEW CENTURY EQUITY HOLDINGS CORP. AND SUBSIDIARIES
(FORMERLY BILLING CONCEPTS CORP. AND SUBSIDIARIES)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000, 1999 AND 1998

NOTE 1. BUSINESS ACTIVITY

New Century Equity Holdings Corp. ("New Century"), formerly known as
Billing Concepts Corp. ("BCC") and Billing Information Concepts Corp., was
incorporated in the State of Delaware in 1996. BCC was previously a wholly
owned subsidiary of U.S. Long Distance Corp. ("USLD") that, upon its spin-off
from USLD, became an independent, publicly held company. New Century and its
subsidiaries (collectively, the "Company") provide Internet-based automated
loan approval products to the financial services industries, through its
wholly owned subsidiary, FIData, Inc. ("FIData"). Through its Transaction
Processing division, the Company provided billing clearinghouse and
information management services ("Transaction Processing" services) in the
United States to the telecommunications industry. Through its subsidiary,
Aptis, Inc., the Company's Software division ("Software") developed, licensed
and supported convergent billing systems for telecommunications and Internet
service providers and provided direct billing outsourcing services.

On October 23, 2000, the Company completed the sale of the
Transaction Processing and Software divisions to Platinum Equity Holdings
("Platinum") of Los Angeles, California (the "Transaction"). Total
consideration consisted of $52.5 million in cash and a royalty, assuming
achievement of certain revenue targets associated with the divested
divisions, of up to $20 million. In addition, the Company will receive
payments totaling $7.5 million for consulting services provided to Platinum
over the twenty-four month period subsequent to the Transaction. All
financial information presented has been restated to reflect the Transaction
Processing and Software divisions as discontinued operations as of September
30, 2000 in accordance with Accounting Principles Board ("APB") Opinion No.
30, "Reporting the Results of Operations".

The unaudited Pro Forma Consolidated Balance Sheet includes
adjustments that give effect to the Transaction, as if the disposition had
occurred on September 30, 2000. The pro forma adjustments reflect the
elimination of the divested operations, the consideration received at the
closing of the Transaction ($52.5 million) and estimated transaction costs.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The accompanying consolidated financial statements include the
accounts of New Century and its wholly and majority owned subsidiaries. The
Company's 42.5% investment in the capital stock of Princeton eCom Corporation
("Princeton") and 22% investment in the stock of CoreINTELLECT, Inc. ("Core")
(see Note 7) are accounted for using the equity method of accounting. All
significant intercompany accounts and transactions have been eliminated in
consolidation. Certain prior period amounts have been reclassified for
comparative purposes.

ESTIMATES IN THE FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION POLICIES

The Company recognizes revenue from its Internet division when loan
approvals are processed by the Company. The Company recorded bad debt expense
of $38,000, $0 and $0 and recorded bad debt write-offs of $25,000, $0 and $0
to its allowance for doubtful accounts for 2000, 1999 and 1998, respectively,
for continuing operations.

ACCOUNTS RECEIVABLE, NET

Accounts receivable consists of receivables from FIData's
operations, as well as a $4.8 million income tax receivable from the Internal
Revenue Service.

A-13

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and
amortization are computed on a straight-line basis over the estimated useful
lives of the related assets, which range from three to seven years. Upon
disposition, the cost and related accumulated depreciation and amortization
are removed from the accounts and the resulting gain or loss is reflected in
other income (expense) for that period. Expenditures for maintenance and
repairs are charged to expense as incurred and major improvements are
capitalized.

OTHER ASSETS

Other assets include goodwill and other intangibles related to the
acquisition of FIData, which is being amortized over a five-year period (see
Note 7). In addition, long-term deposits and security investments have been
included in other assets.

COMMON STOCK DIVIDEND

On January 9, 1998, the Company announced that its Board of
Directors declared a one-for-one common stock dividend. The dividend was
distributed on January 30, 1998 to stockholders of record on January 20,
1998. No additional proceeds were received on the dividend date and all costs
associated with the share dividend were capitalized as a reduction of
additional paid-in capital. All share and per share information in the
accompanying consolidated financial statements has been adjusted to give
retroactive effect to the stock dividend.

TREASURY STOCK

In the first quarter of 2000, the Company's Board of Directors
approved the adoption of a common stock repurchase program. Under the terms
of the program, the Company may purchase up to a total of $10 million of
Company common stock in the open market or in privately negotiated
transactions. At September 30, 2000, the Company had repurchased $1.9
million, or 504,800 shares, of treasury stock under this program (see Note
19).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Company's cash and cash equivalents
and all other financial instruments have been determined using appropriate
valuation methodologies and approximate their related carrying values.

INCOME TAXES

Deferred tax assets and liabilities are recorded based on enacted
income tax rates that are expected to be in effect in the period in which the
deferred tax asset or liability is expected to be settled or realized. A
change in the tax laws or rates results in adjustments to the deferred tax
assets and liabilities. The effects of such adjustments are required to be
included in income in the period in which the tax laws or rates are changed.

NET INCOME PER COMMON SHARE

Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share," established standards for computing and presenting
earnings per share ("EPS") for entities with publicly held common stock or
potential common stock. SFAS No. 128 requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures. Basic EPS excludes dilution and is computed by dividing
net income (loss) by the weighted average number of shares of common stock
outstanding during the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of
common stock that then shared in earnings of the Company. As the Company had
a net loss from continuing operations for the years ended September 30, 2000,
1999 and 1998, diluted EPS equals basic EPS, as potentially dilutive common
stock equivalents are antidilutive in loss periods. If the Company would have
had net income from continuing operations for the years ended September 30,
2000, 1999 and 1998, the denominator (weighted average number of common
shares and common share equivalents outstanding) in the diluted EPS
calculation would have been increased, through application of the treasury
stock method, for each class of options for which the average market price
per share of the Company's common stock exceeded the common stock
equivalent's exercise price.

For the year ended September 30, 2000, certain options to purchase
7,852,000 shares of common stock at prices ranging from $3.94 to $29.00 per
share would not have been included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of the
common shares. There were additional options to purchase 317,000 shares of
common stock at prices ranging from $1.98 to $3.63 per share, which were
excluded as they were antidilutive for the net loss from continuing
operations incurred for the year ended September 30, 2000.

A-14

For the year ended September 30, 1999, certain options to purchase
5,535,000 shares of common stock at prices ranging from $5.71 to $29.00 per
share would not have been included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of the
common shares. There were additional options to purchase 569,000 shares of
common stock at prices ranging from $1.98 to $4.50 per share, which were
excluded as they were antidilutive for the net loss from continuing
operations incurred for the year ended September 30, 1999.

For the year ended September 30, 1998, certain options to purchase
2,592,000 shares of common stock at prices ranging from $13.00 to $29.00 per
share would not have been included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of the
common shares. There were additional options and warrants to purchase
1,644,000 shares of common stock at prices ranging from $3.15 to $12.38 per
share which were excluded as they were antidilutive for the net loss from
continuing operations incurred for the year ended September 30, 1998.

NEW ACCOUNTING STANDARDS

STATEMENTS OF CASH FLOWS

Cash payments and non-cash activities during the periods indicated were
as follows:

YEAR ENDED SEPTEMBER 30,
2000 1999 1998
---- ---- ----
(IN THOUSANDS)

Cash payments for income taxes........................................................ $ 2,000 $ 11,694 $ 9,587
Non cash investing and financing activities:
Tax benefit recognized in connection with stock option exercises................... 37 1,089 8,484
Assets acquired in connection with FIData acquisition.............................. 4,966 - -
Liabilities assumed in connection with FIData acquisition.......................... 85 - -
Common stock issued in connection with FIData acquisition.......................... 4,881 - -

For purposes of determining cash flows, the Company considers all
temporary cash investments purchased with an original maturity of three months
or less to be cash equivalents.

NOTE 3. OTHER ASSETS

Other assets are comprised of the following:

SEPTEMBER 30,
2000 1999
----------- -----------
(IN THOUSANDS)

Goodwill - FIData, Inc., net of accumulated amortization of $1,348 in
2000 and $0 in 1999............................................................ $ 6,016 $ -
Long-term security investments................................................... 569 439
Other non-current assets......................................................... 199 2
-------- ---------

Total other assets........................................................... $ 6,784 $ 441
======== =========

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NOTE 4. INVESTMENTS IN EQUITY AFFILIATES

Investments in equity affiliates are comprised of the following:

SEPTEMBER 30,
2000 1999
----------- -----------
(IN THOUSANDS)

Princeton:
Investment in Princeton, beginning of year...................................... $ 7,530 $ 8,000
Cash investments................................................................ 39,580 1,339
In-process research and development costs....................................... (2,465) -
Amortization and equity in net loss............................................. (9,736) (1,809)
Other........................................................................... (244) -
-------- ---------
Net equity investment in Princeton............................................ 34,665 7,530
Core:
Cash investments................................................................ 6,000 -
In-process research and development costs....................................... (2,500) -
Amortization and equity in net loss............................................. (333) -
-------- ---------
Net equity investment in Core................................................. 3,167 -
-------- ---------

Total investments in equity affiliates....................................... $ 37,832 $ 7,530
======== =========

The excess of the Company's investments in equity affiliates over
its underlying share of net assets is being amortized over a period of not
more than ten years.

NOTE 5. DEBT AND CAPITAL LEASE OBLIGATIONS

NOTE 6. LEASES

The Company leases certain equipment and office space under
operating leases. Rental expense was $3,000 for fiscal year 2000 and $0 for
fiscal years 1999 and 1998. Future minimum lease payments under
non-cancelable operating leases as of September 30, 2000 are $3,000 for
fiscal year 2001 and $0 for all years thereafter. During November 2000, the
Company entered into a lease agreement for office space, commencing in
January 2001. Under this agreement, the Company will have future minimum
lease payments of $103,000 for fiscal year 2001, $155,000 for fiscal years
2002 and 2003 and $52,000 for fiscal year 2004.

NOTE 7. ACQUISITIONS

In September 1998, the Company acquired 22% of the capital stock of
Princeton for $10 million. Princeton is a privately held company located in
Princeton, New Jersey specializing in electronic bill publishing utilizing
the Internet and telephone. During 1999, the Company acquired additional
shares of Princeton stock, increasing the Company's ownership position to
approximately 24% at September 30, 1999. The Company accounts for this
investment under the equity method of accounting. The excess of the Company's
investment in equity affiliates greater than its underlying share of net
assets is being amortized over ten years.

In connection with the acquisition of the 22% ownership position in
Princeton, the Company acquired certain intangible assets, including
developed technology, customer relationships and goodwill. In connection with
this allocation, $2.0 million was expensed as a charge for the purchase of
in-process research and development. In performing this allocation, the
Company considered, among other factors, Princeton's research and development
projects in process at the date of acquisition. With regard to the in-process
research and development projects, the Company considered factors such as the
stage of development of the technology at the time of acquisition, the
importance of each project to the overall development plan, alternative
future use of the technology and the projected incremental cash flows from
the projects when completed and any associated risks.

The purchased in-process research and development focused on next
generation Internet-based bill publishing and payment systems and solutions.
The fair value assigned to these projects was approximately $2.0 million. Due
to its specialized nature, the in-process research and development projects
had no alternative future use, either for re-deployment elsewhere in the
business or in liquidation, in the event the project failed.

A-16

The Income Approach was the primary technique utilized in valuing
the purchased research and development. The valuation technique employed in
the appraisal was designed to properly reflect all intellectual property
rights in the intangible assets, including core technology. The value of the
developed technology was derived from direct sales of existing products,
including their contribution to in-process research and development. In this
way, value was properly attributed to the engineering know-how embedded in
the existing product that will be used in developmental products. The
appraisal also considered the fact that the existing know-how diminishes in
value over time as new technologies are developed and changes in market
conditions render current products and methodologies obsolete. The
assumptions underlying the cash flow projections used were derived primarily
from investment banking reports, historical results, company records and
discussions with management.

Revenue estimates for each in-process project were developed by
management and based on an assessment of the industry. Cost of goods sold for
each project are expected to be in line with historical results. The Capital
Asset Pricing Model was used to determine the cost of capital (discount rate)
for Princeton's in-process projects. Due to the technological and economic
risks associated with the developmental projects, a discount rate of 20% was
used to discount cash flows from the in-process projects. The Company
believes that the foregoing assumptions used in the forecasts were reasonable
at the time of the acquisition. No assurance can be given, however, that the
underlying assumptions used to estimate sales, development costs or
profitability, or the events associated with such projects, will transpire as
estimated. For these reasons, actual results may vary from projected results.
The most significant and uncertain assumptions relating to the in-process
projects relate to the projected timing of completion and revenues
attributable to each project.

In November 1999, the Company completed the acquisition of FIData, a
company located in Austin, Texas that provides Internet-based automated loan
approval products to the financial services industries. Total consideration
for the acquisition was approximately $4.2 million in cash and debt
assumption and 1,100,000 shares of the Company's common stock. This
acquisition has been accounted for as a purchase. Accordingly, the results of
operations for FIData have been included in the Company's consolidated
financial statements, and the shares related to the acquisition have been
included in the weighted average shares outstanding for purposes of
calculating net income (loss) per common share since the date of acquisition.
Approximately $7.4 million was recorded as goodwill and other intangibles and
is included in Other assets. During the first quarter of 2000, the Company
expensed $1.7 million of in-process R&D acquired in connection with this
acquisition.

In March 2000, the Company increased its ownership percentage in
Princeton with an additional $33.5 million equity investment, which consisted
of $27.0 million of convertible preferred stock and $6.5 million of common
stock. In connection with this investment, the Company expensed $2.5 million
of in-process R&D costs during 2000. In June 2000, under the terms of a
Convertible Promissory Note, the Company advanced $5.0 million to Princeton.
During the fourth quarter of 2000, the Convertible Promissory Note was
converted into shares of Princeton preferred stock, which is convertible into
1,111,111 shares of Princeton common stock. The Company's ownership
percentage in Princeton at September 30, 2000, was approximately 42.5% (see
Note 17).

In connection with the acquisition of FIData and the investments in
Princeton and Core, the Company acquired certain intangible assets, including
goodwill and in-process research and development. In connection with these
allocations, the Company expensed approximately $1.7 million of the purchase
price for FIData and $2.5 million of each of its equity investments in
Princeton and Core as in-process research and development. In performing
these allocations, the Company considered the respective company's research
and development projects in process at the date of acquisition, among other
factors such as the stage of development of the technology at the time of
investment, the importance of each project to the overall development plan,
alternative future use of the technology and the projected incremental cash
flows from the projects when completed and any associated risks.

The in-process research and development purchased from FIData
focused on next generation Internet-based automated loan approval products
and banking systems and solutions. The in-process research and development
purchased from Princeton focused on next generation Internet-based bill
publishing and payment systems and solutions. The in-process research and
development purchased from Core focused on next generation Internet-based
acquisition, classification, retention and dissemination of business-critical
knowledge and information. Due to their specialized nature, the in-process
research and development projects had no alternative future use, either for
re-deployment elsewhere in the business or in liquidation, in the event the
projects failed.

The Income Approach was the primary technique utilized in valuing
the purchased research and development. The valuation technique employed in
the appraisals was designed to properly reflect all intellectual property
rights in the intangible assets, including core technology. The value of the
developed technology was derived from direct sales of existing products,
including their contribution to in-process research and development. In this
way, value was properly attributed to the engineering know-how embedded in
the existing product that will be used in developmental products. The
appraisals also considered the fact that the existing

A-17

know-how diminishes in value over time as new technologies are developed and
changes in market conditions render current products and methodologies
obsolete. The assumptions underlying the cash flow projections used were
derived primarily from investment banking reports, historical results,
company records and discussions with management.

Revenue estimates for each in-process project were developed by
management and based on an assessment of the industry. Cost of goods sold for
each project is expected to be in line with historical industry accepted
pricing. Due to the technological and economic risks associated with the
developmental projects, discount rates of 35%, 25% and 40% were used to
discount cash flows from the in-process projects for FIData, Princeton and
Core, respectively. The Company believes that the foregoing assumptions used
in the forecasts were reasonable at the time of the acquisition. No assurance
can be given, however, that the underlying assumptions used to estimate
sales, development costs or profitability, or the events associated with such
projects, will transpire as estimated. For these reasons, actual results may
vary from projected results. The most significant and uncertain assumptions
relating to the in-process projects relate to the projected timing of
completion and revenues attributable to each project.

NOTE 8. SPECIAL CHARGES

During 2000, the Company recognized special charges in the amount of
$2.2 million. Special charges related primarily to the $1.7 million of
in-process research and development costs acquired in connection with the
acquisition of FIData (see Note 7).

NOTE 9. SHARE CAPITAL

On July 10, 1996, the Company, upon authorization by its Board of
Directors, adopted a Shareholder Rights Plan ("Rights Plan") and declared a
dividend of one preferred share purchase right on each share of its
outstanding common stock. The rights will become exercisable if a person or
group acquires 15% or more of the Company's common stock or announces a
tender offer, the consummation of which would result in ownership by a person
or group of 15% or more of the Company's common stock. These rights, which
expire on July 10, 2006, entitle stockholders to buy one ten-thousandth of a
share of a new series of participating preferred shares at a purchase price
of $130 per one ten-thousandth of a preferred share. The Rights Plan was
designed to ensure that stockholders receive fair and equal treatment in the
event of any proposed takeover of the Company.

No cash dividends were paid on the Company's common stock during
fiscal 2000, 1999 or 1998.

NOTE 10. STOCK OPTIONS AND STOCK PURCHASE WARRANTS

The Company has adopted the New Century Equity Holdings Corp. 1996
Employee Comprehensive Stock Plan ("Comprehensive Plan"), formerly known as
the BCC 1996 Employee Comprehensive Stock Plan, and the New Century Equity
Holdings Corp. 1996 Non-Employee Director Plan ("Director Plan"), formerly
known as the BCC 1996 Non-Employee Director Plan, under which officers and
employees, and non-employee directors, respectively, of the Company and its
affiliates are eligible to receive stock option grants. Employees of the
Company also are eligible to receive restricted stock grants under the
Comprehensive Plan. The Company has reserved 14,500,000 and 1,300,000 shares
of its common stock for issuance pursuant to the Comprehensive Plan and
Director Plan, respectively. Under each plan, options vest and expire
pursuant to individual award agreements; however, the expiration date of
unexercised options may not exceed ten years from the date of grant under the
Comprehensive Plan and five and seven years for automatic and discretionary
grants, respectively, under the Director Plan.

For those employees who became Platinum employees in connection with
the Transaction, the Company offered two elections to amend their options.
Under the first election, as long as the employee did not voluntarily
terminate employment with Platinum within six months of the date of the
Transaction, all vested options at the time of the Transaction remain
exercisable for eighteen months subsequent to the Transaction. All unvested
options at the time of the Transaction shall vest six months subsequent to
the Transaction and shall remain exercisable for one year from such vesting
date. Under the second election, as long as the employee remained a Platinum
employee, their vesting options continued to vest according to their vesting
schedule and remain exercisable through the expiration date as defined in the
respective agreement. The compensation expense related to the amendment of
the vesting periods was minimal.

A-18

Option activity for the years ended September 30, 2000, 1999 and 1998
is summarized as follows:

NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------ --------------

Outstanding, September 30, 1997.......................................... 5,690,187 $ 10.27
Granted................................................................ 2,049,821 $ 10.65
Canceled............................................................... (234,051) $ 17.01
Exercised.............................................................. (1,506,283) $ 4.96
----------
Outstanding, September 30, 1998.......................................... 5,999,674 $ 11.46
Granted................................................................ 3,069,139 $ 6.18
Canceled............................................................... (620,001) $ 15.72
Exercised.............................................................. (467,643) $ 10.33
----------
Outstanding, September 30, 1999.......................................... 7,981,169 $ 9.53
Granted................................................................ 1,646,780 $ 4.40
Canceled............................................................... (1,177,435) $ 8.21
Exercised.............................................................. (54,495) $ 4.07
----------
Outstanding, September 30, 2000.......................................... 8,396,019 $ 8.74
===========

At September 30, 2000, 1999 and 1998, stock options to purchase an
aggregate of 5,456,155, 3,273,766 and 2,068,374 shares were exercisable and
had weighted average exercise prices of $10.15, $10.89 and $10.29 per share,
respectively.

Stock options outstanding and exercisable at September 30, 2000, were
as follows:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------------------- --------------------------------
RANGE OF WEIGHTED AVERAGE WEIGHTED WEIGHTED
EXERCISE NUMBER REMAINING AVERAGE NUMBER AVERAGE
PRICES OUTSTANDING LIFE (YEARS) EXERCISE PRICE EXERCISABLE EXERCISE PRICE
------------------ ------------- ---------------- -------------- ----------- --------------

$1.98 - $6.95 3,583,923 5.7 $ 4.42 1,376,882 $ 4.42
$8.06 - $9.97 2,501,096 3.0 $ 8.42 2,016,895 $ 8.31
$10.19 - $16.84 2,271,000 2.9 $ 15.62 2,032,378 $ 15.63
$17.44 - $29.00 40,000 3.3 $ 26.11 30,000 $ 25.15
----------- ------------

8,396,019 4.0 $ 8.74 5,456,155 $ 10.15
=========== =========

The Company has adopted SFAS No. 123, "Accounting for Stock-Based
Compensation," but has elected to apply APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
stock option plans as allowed under SFAS No. 123. Accordingly, the Company
has not recognized compensation expense for stock options granted where the
exercise price is equal to the market price of the underlying stock at the
date of the grant. During fiscal year 2000, 1999 and 1998, the Company
recognized $240,000, $255,000 and $726,000, respectively, of compensation
expense for options granted below the market price of the underlying stock on
such measurement date. In addition, in accordance with the provisions of APB
Opinion No. 25, the Company has not recognized compensation expense for
employee stock purchases under the New Century Equity Holdings Corp. Employee
Stock Purchase Plan ("ESPP"), formerly known as the Billing Concepts Corp.
Employee Stock Purchase Plan.

Had compensation expense for the Company's stock options granted and
ESPP purchases in 2000, 1999 and 1998 been determined based on the fair value
at the grant dates consistent with the methodology of SFAS No. 123, pro forma
net income (loss) and net income (loss) per common share would have been as
follows (in thousands, except per share amounts):

YEAR ENDED SEPTEMBER 30,
-------------------------------------
2000 1999 1998
---- ---- ----

Pro forma net income (loss) $ (47,128) $ 12,146 $ 23,533

Pro forma net income (loss) per common share:
Basic $ (1.18) $ 0.33 $ 0.66
Diluted $ (1.18) $ 0.33 $ 0.66

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The fair value for these options was estimated at the respective
grant dates using the Black-Scholes option-pricing model with the following
weighted-average assumptions:

YEAR ENDED SEPTEMBER 30,
-----------------------------------
2000 1999 1998
---- ---- ----

Expected volatility................................. 77% 66% 25%
Expected dividend yield............................. 0% 0% 0%
Expected life....................................... 2.5 years 2.5 years 2.5 years
Risk-free interest rate............................. 5.95% 5.35% 5.21%

The weighted average fair value and weighted average exercise price,
respectively, of options granted where the exercise price was equal to the
market price of the underlying stock at the grant date were $2.58 and $4.09
for the year ended September 30, 2000, $3.56 and $6.18 for the year ended
September 30, 1999, and $2.29 and $10.65 for the year ended September 30,
1998. For purposes of the pro forma disclosures, the estimated fair value of
options is amortized to pro forma compensation expense over the options'
vesting periods.

Warrants to purchase 201,252 shares of common stock were exercised
in fiscal 1998. There were no warrants outstanding at September 30, 1999 and
2000.

NOTE 11. INCOME TAXES

The income tax benefit is comprised of the following:

YEAR ENDED SEPTEMBER 30,
----------------------------
2000 1999 1998
---- ---- ----
(IN THOUSANDS)

Current:
Federal............................................................................. $ 4,460 $ 1,898 $ 1,171
State............................................................................... 255 108 67
---------- --------- ---------
Total............................................................................. $ 4,715 $ 2,006 $ 1,238
========== ========= =========

The income tax benefit for fiscal 2000, 1999 and 1998 differs from the
amount computed by applying the statutory federal income tax rate of 35% to loss
from continuing operations before income tax benefit. The reasons for these
differences were as follows:

YEAR ENDED SEPTEMBER 30,
---------------------------
2000 1999 1998
---- ---- ----
(IN THOUSANDS)

Computed income tax benefit at statutory rate......................................... $ 10,953 $ 2,531 $ 1,871
Increases in taxes resulting from:
Nondeductible in-process research and development expenses........................... (2,333) - (700)
Nondeductible losses in equity affiliates............................................ (3,524) (633) -
Nondeductible goodwill amortization.................................................. (471) - -
State income taxes, net of federal benefit........................................... 255 108 67
Other, net........................................................................... (165) - -
---------- --------- ---------

Income tax benefit................................................................ $ 4,715 $ 2,006 $ 1,238
========== ========= =========

The tax effect of significant temporary differences, which comprise the
deferred tax liability, is as follows:

SEPTEMBER 30,
------------------
2000 1999
---- ----
(IN THOUSANDS)

Deferred tax asset:
Loss carry forward $ 2,823 $ -
Deferred tax liability:
Estimated tax due on gain on disposal of discontinued operations...................... (5,629) -
------------- ---------
Net deferred tax liability.......................................................... $ (2,806) $ -
============= =========

A-20

NOTE 12. BENEFIT PLANS

The New Century Equity Holdings Corp. 401(k) Retirement Plan (the
"Retirement Plan"), formerly known as the Billing Concepts Corp. 401(k)
Retirement Plan, was assumed by Platinum in connection with the Transaction.
During 2000, employees who will continue to be employees of the Company
subsequent to the Transaction were eligible to participate in the Retirement
Plan (see Note 18). In November 2000, the Company established the New Century
Equity Holdings Corp. 401(k) Plan (the "Plan"), formerly known as the Billing
Concepts Corp. 401(k) Plan, for eligible employees of the Company. Generally,
all employees of the Company who are at least 21 years of age and who have
completed one-half year of service are eligible to participate in the Plan.
The Plan is a defined contribution plan, which provides that participants
generally may make voluntary salary deferral contributions, on a pretax
basis, between 1% and 15% of their compensation in the form of voluntary
payroll deductions, up to a maximum amount as indexed for cost-of-living
adjustments. The Company will match a participant's salary deferral, up to 5%
of a participant's compensation. The Company may make additional
discretionary contributions.

The New Century Equity Holdings Corp. Employee Stock Purchase Plan
("ESPP"), formerly known as the Billing Concepts Corp. Employee Stock
Purchase Plan, which was established under the requirements of Section 423 of
the Internal Revenue Code of 1986, as amended, is offered to eligible
employees of the Company. The Company has reserved 2,000,000 shares of its
common stock for issuance pursuant to the ESPP. The ESPP enables employees
who have completed at least six months of continuous service with the Company
to purchase shares of BCC's common stock at a 15% discount through voluntary
payroll deductions. The purchase price is the lesser of 85% of the closing
price of the common stock on the opening date of each participation period or
85% of the closing price of the common stock on the ending date of each
participation period. The Company issued 46,000, 45,232 and 6,863 shares of
its common stock in January, July and September 2000 pursuant to the ESPP at
purchase prices of $4.99, $3.72 and $2.71, respectively. The Company issued
41,326 and 56,360 shares of its common stock in January and July 1999
pursuant to the ESPP at purchase prices of $8.55 and $6.06, respectively. The
Company issued 14,659 and 27,561 shares of its common stock in January and
July 1998 pursuant to the ESPP at purchase prices of $15.99 and $11.32,
respectively.

NOTE 13. COMMITMENTS AND CONTINGENCIES

A lawsuit was filed on December 31, 1998, in the United States
District Court in San Antonio, Texas by an alleged stockholder of the Company
against the Company and various of its officers and directors, alleging
unspecified damages as a result of alleged false statements in various press
releases prior to November 19, 1998. In September 1999, the U.S. District
Court for the Western District of Texas entered an order and judgment
dismissing the plaintiff's lawsuit. The plaintiff noticed an appeal of that
decision on September 29, 1999. In November 2000, the United States Court of
Appeals for the Fifth Circuit dismissed the appeal pursuant to a stipulation
of the parties and settlement.

As previously disclosed, the Company has been engaged in discussions
with the staff of the Federal Trade Commission's ("FTC") Bureau of Consumer
Protection regarding a proposed complaint by the FTC alleging potential
liability arising primarily from the alleged cramming of charges for
non-regulated telecommunication services by certain of its customers.
Cramming is the addition of charges to a telephone bill for programs,
products or services the consumer did not knowingly authorize. These
allegations relate to businesses conducted by the subsidiaries sold by the
Company on October 23, 2000. Management cannot assess either the likelihood
that this matter will have an adverse financial impact on the Company or the
extent of any such impact.

The Company is involved in various other claims, legal actions and
regulatory proceedings arising in the ordinary course of business. The
Company believes it is unlikely that the final outcome of any of the claims,
litigation or proceedings to which the Company is a party will have a
material adverse effect on the Company's financial position or results of
operations; however, due to the inherent uncertainty of litigation, there can
be no assurance that the resolution of any particular claim or proceeding
would not have a material adverse effect on the Company's results of
operations for the fiscal period in which such resolution occurs.

NOTE 14. RELATED PARTIES

From time to time, the Company has made advances to or was owed
amounts from certain officers of the Company. The highest aggregate amount
outstanding of advances to officers during the years ended September 30, 2000
and 1999 was $252,000. The Company had a $50,000 note receivable bearing
interest at 10.0% from an officer of the Company at September 30, 2000. The
Company had a $69,000 note receivable bearing interest at 7.0% from an
officer of the Company at September 30, 1999. On January 4, 2000, the Company
forgave a certain note receivable from an officer of the Company with a
principal balance and accrued interest totaling approximately $70,000, in
lieu of a cash bonus. On April 4, 2000, the Company forgave a certain note
receivable from an officer of the Company with a principal balance and
accrued interest totaling approximately $133,000, in lieu of a cash bonus.

A-21

The Company chartered a jet airplane from a company associated with
an officer/director of the Company. Under the terms of the charter agreement,
the Company was obligated to pay annual minimum fees of $500,000 over the
five years ending March 31, 2003 for such charter services. During the fourth
quarter of 2000, the Company terminated this contract with no future
obligations. During the years ended September 30, 2000 and 1999, the Company
paid approximately $615,000 and $727,000, respectively, in fees related to
this agreement.

During 1999, the Company entered into an agreement to guarantee the
terms of a lease of Princeton (see Note 5) for office space in Princeton, New
Jersey. The terms of the lease require aggregate payments of approximately
$10.7 million through December 2009. This guarantee terminates should
Princeton raise $25 million of capital through a public offering. The Company
does not believe it is probable that the lease guarantee will be exercised.

NOTE 15. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

In thousands, except per share amounts

QUARTER ENDED
-------------
SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
2000 2000 2000 1999
---- ---- ---- ----

Operating revenues.............................................. $ 173 $ 109 $ 97 $ 31
Loss from continuing operations................................. (2,342) (3,572) (5,046) (5,343)
Net loss from continuing operations............................. (5,544) (5,929) (10,003) (5,103)
Net income (loss) from discontinued operations.................. (1,010) (3,128) (3,870) 1,443
Net loss from disposal of discontinued operations............... (9,277) - - -
Net loss........................................................ (15,831) (9,057) (13,873) (3,660)
Net loss from continuing operations per common share - basic and
diluted....................................................... ($0.13) ($0.14) ($0.26) ($0.14)
Net loss from discontinued operations per common share - basic
and diluted................................................... ($0.02) ($0.08) ($0.10) $0.04
Net loss from disposal of discontinued operations per common
share - basic and diluted..................................... ($0.23) - - -
Net loss per common share - basic and diluted................... ($0.38) ($0.22) ($0.36) ($0.10)

QUARTER ENDED
-------------
SEPTEMBER 30, JUNE 30, MARCH 31, DECEMBER 31,
1999 1999 1999 1998
---- ---- ---- ----

Operating revenues.............................................. $ - $ - $ - $ -
Loss from continuing operations................................. (1,898) (1,247) (1,229) (1,047)
Net loss from continuing operations............................. (1,798) (1,222) (1,344) (860)
Net income from discontinued operations......................... 2,478 3,509 7,195 7,864
Net income...................................................... 680 2,287 5,851 7,004
Net loss from continuing operations per common share - basic and
diluted....................................................... ($0.05) ($0.03) ($0.04) ($0.02)
Net income from discontinued operations per common share - basic
and diluted................................................... $0.07 $0.09 $0.20 $0.21
Net income per common share - basic and diluted................. $0.02 $0.06 $0.16 $0.19

A-22

NOTE 16. BUSINESS SEGMENTS

Subsequent to the Transaction, the Company conducts operations in
the Internet segment only. The Company's Internet segment provides
Internet-based automated loan approval products to the financial services
industries. In 2000, 1999 and 1998, the Company had no foreign operations. In
addition, the Company had no single customer that accounted for more than 10%
of the Company's consolidated operating revenues. The Company has an
approximate 42.5% equity interest in Princeton, a privately held company
specializing in comprehensive electronic bill presentment and payment
services via the Internet and telephone to financial institutions and large
businesses. The Company also has a 22% equity interest in Core, a privately
held company that develops and markets Internet-based business-to-business
products for the acquisition, classification, retention and dissemination of
business-critical knowledge and information.

NOTE 17. SUMMARIZED FINANCIAL INFORMATION FOR UNCONSOLIDATED SUBSIDIARY

The Company accounts for its investment in Princeton under the
equity method. The Company's ownership percentage in Princeton was 42.5% and
24% as of September 30, 2000 and 1999, respectively. As the Company records
the equity in net loss of Princeton on a three-month lag, the unaudited
summarized financial information for Princeton as of June 30, 2000 is
presented in the table below (in thousands).

JUNE 30, 2000 JUNE 30, 1999
------------- -------------

Current assets............................ $ 14,676 $ 8,465
Non-current assets........................ 11,944 3,309
Current liabilities....................... 12,626 12,919
Non-current liabilities................... 2,282 265

FOR THE TWELVE MONTHS ENDED,
JUNE 30, 2000 JUNE 30, 1999
------------- -------------

Total revenues............................ $ 8,078 $ 4,583
Gross profit.............................. 1,980 2,326
Loss from operations...................... (20,143) (5,228)
Net loss.................................. (20,097) (5,240)

During the quarter ended September 30, 2000, Princeton completed a
$34 million equity financing from a group of investors. The unaudited
summarized financial information for Princeton as of September 30, 2000,
which reflects the equity financing, is presented below (in thousands).

SEPTEMBER 30, 2000
------------------

Current assets............................ $ 38,703
Non-current assets........................ 12,894
Current liabilities....................... 15,660
Non-current liabilities................... 185

As an amendment to this 10-K, Princeton's full financial statements
will be provided by March 2001.

A-23

NOTE 18. DISCONTINUED OPERATIONS

The following table shows the balance sheets of the Transaction
Processing and Software divisions, as they were reported as discontinued
operations:

ASSETS
SEPTEMBER 30,
(IN THOUSANDS) 2000 1999
---- ----

Current assets:
Cash and cash equivalents............................................................................ $ 102,157 $ 133,768
Accounts receivable, net of allowance for doubtful accounts of $4,627 (2000) and $1,662 (1999)....... 27,173 42,834
Purchased receivables................................................................................ 16,213 31,375
Prepaids and other................................................................................... 1,257 3,677
----------- -----------
Total current assets.......................................................................... 146,800 211,654
Property and equipment................................................................................ 52,242 45,648
Less accumulated depreciation........................................................................ (29,652) (19,973)
----------- -----------
Net property and equipment.................................................................... 22,590 25,675
Other assets, net of accumulated amortization of $5,526 (2000) and $4,013 (1999)...................... 24,755 8,029
----------- -----------
Total assets.................................................................................. $ 194,145 $ 245,358
=========== ===========

LIABILITIES
Current liabilities:
Trade accounts payable............................................................................... $ 15,926 $ 21,298
Accounts payable - billing customers................................................................. 104,856 90,089
Accrued liabilities.................................................................................. 24,642 27,612
----------- -----------
Total current liabilities..................................................................... 145,424 138,999
Other liabilities..................................................................................... 292 692
Deferred income taxes................................................................................. 1,643 1,971
----------- -----------
Total liabilities............................................................................. $ 147,359 $ 141,662
=========== ===========

The following table shows the operating results of the Transaction
Processing and Software divisions:

FOR THE YEAR ENDED
SEPTEMBER 30,
-------------------
(IN THOUSANDS) 2000 1999 1998
---- ---- ----

Transaction Processing revenues........................................................ $ 113,085 $ 135,403 $ 147,542
Software revenues...................................................................... 31,522 45,921 28,481
----------- --------- ----------
Total revenues....................................................................... 144,607 181,324 176,023
Cost of revenues....................................................................... 100,010 109,519 108,178
----------- ---------- ----------
Gross profit........................................................................... 44,597 71,805 67,845
Selling, general and administrative expenses........................................... 34,911 29,996 19,696
Research and development............................................................... 11,763 5,725 3,277
Advance funding program income, net.................................................... (1,856) (3,673) (7,793)
Depreciation and amortization expense.................................................. 11,273 9,286 7,055
Special charges........................................................................ 1,216 1,529 -
----------- ---------- ----------
Income (loss) from discontinued operations............................................. (12,710) 28,942 45,610
Other income (expense):
Interest income....................................................................... 6,381 5,805 4,460
Interest expense...................................................................... (33) (16) (269)
Other, net............................................................................ (432) (100) 244
----------- ---------- ----------
Total other expense, net.......................................................... 5,916 5,689 4,435
----------- ---------- ----------
Income (loss) from discontinued operations before income tax expense (benefit)......... (6,794) 34,631 50,045
Income tax expense (benefit)........................................................... 229 (13,585) (19,233)
----------- ---------- ----------
Net loss from discontinued operations.................................................. $ (6,565) $ (21,046) $ 30,812
=========== ========== ==========

A-24

REVENUE RECOGNITION POLICIES

The Company recognized revenue from its Transaction Processing
services when records that were to be billed and collected by the Company
were processed. Revenue from the sale of convergent billing systems,
including the licensing of software rights, was recognized at the time the
product was delivered to the customer, provided that the Company had no
significant related obligations or collection uncertainties remaining. If
there were significant obligations related to the installation or development
of the system delivered, revenue was recognized in the period that the
Company fulfilled the obligation. Service revenues related to the Software
division were recognized in the period that the services were provided. The
Company recorded bad debt expense of $6,801,000, $1,774,000 and $292,000 and
recorded bad debt expense write-offs of $3,836,000, $486,000 and $56,000 to
its allowance for doubtful accounts for 2000, 1999 and 1998, respectively,

LEASES

The Company leased certain equipment and office space under
operating leases for discontinued operations. Rental expense was $4,727,000,
$3,918,000 and $2,948,000 for fiscal years 2000, 1999 and 1998, respectively.
Under the terms of the Transaction, all leases associated with Transaction
Processing and Software divisions were assumed by Platinum. The Company
guaranteed two of the operating leases of the divested divisions. Management
does not believe that the guarantee will be exercised.

ACQUISITIONS

In October 1998, the Company acquired Expansion Systems Corporation
("ESC"), a privately held company headquartered in Glendale, California that
develops and markets billing and registration systems to Internet Service
Providers under its flagship products TOTALBILL and INSTANTREG. An aggregate
of 170,000 shares of the Company's common stock was issued in connection with
this transaction, which has been accounted for as a pooling of interests. The
consolidated financial statements for periods prior to the combination have
not been restated to include the accounts and results of operations of ESC
due to the transaction not having a significant impact on the Company's prior
period financial position or results of operations as none of ESC's assets,
liabilities, revenues, expenses or income (loss) exceeded 2% of the Company's
consolidated respective amounts as of or for any of the three years in the
period ended September 30, 1998.

In December 1998, the Company completed the merger of Communications
Software Consultants, Inc. ("CommSoft") in consideration of 2,492,759 shares
of the Company's common stock. CommSoft was a privately held, international
software development and consulting firm specializing in the
telecommunications industry. The business combination has been accounted for
as a pooling of interests. The consolidated financial statements for periods
prior to the combination have been restated to include the accounts and
results of operations of CommSoft. The revenues and net income for CommSoft
from October 1, 1998 to the date of the merger were approximately $3.8
million and $0.4 million, respectively.

In April 2000, the Company completed the acquisition of Operator
Service Company ("OSC"), a Lubbock, Texas-based provider of inbound directory
assistance, interactive voice response and customer relationship management
services to the telecommunications and consumer products industries. The
Company acquired OSC through the issuance of 3.8 million shares of common
stock, of which 0.7 million shares were held in escrow until achievement of a
certain level of earnings. This acquisition is accounted for under the
purchase method of accounting. Accordingly, the results of operations of OSC
have been included in the Company's consolidated financial statements, and
the shares related to the acquisition have been included in the weighted
average shares outstanding for purposes of calculating net loss per common
share since the date of acquisition. A portion of the total purchase price of
$19.2 million has been allocated to assets acquired and liabilities assumed
based on estimated fair market value at the date of acquisition. The
additional balance of $17.1 million was recorded as goodwill and is being
amortized over twenty years on a straight-line basis. In connection with the
Transaction, the 0.7 million shares held in escrow were released.

SPECIAL CHARGES

During the second quarter of fiscal 2000, the Company recognized
special charges in the amount of $1.2 million related to severance related
costs. During the third quarter of 2000, the Company recorded a $3.5 million
charge related to the Software division. The charge was a result of the
narrowing of various software product offerings, the refocusing of software
development efforts and a reserve associated with a significant customer
account.

A-25

BENEFIT PLANS

Participation in the Retirement Plan was offered to eligible
employees of the Company. Generally, all employees of the Company who were 21
years of age or older and who had completed six months of service during
which they worked at least 500 hours were eligible for participation in the
Retirement Plan. The Retirement Plan was a defined contribution plan which
provided that participants generally make voluntary salary deferral
contributions, on a pretax basis, of between 1% and 15% of their compensation
in the form of voluntary payroll deductions up to a maximum amount as indexed
for cost-of-living adjustments. The Company made matching contributions as a
percentage determined annually of the first 5% of a participant's
compensation contributed as salary deferral. The Company could have made
additional discretionary contributions. No discretionary contributions were
made in fiscal 2000, 1999 or 1998. During 2000, 1999 and 1998, the Company's
matching contributions to this plan totaled approximately $894,000, $635,000
and $392,000, respectively.

NOTE 19. SUBSEQUENT EVENTS (UNAUDITED)

In November 2000, the Board of Directors announced that the Company
had completed the $10 million treasury stock repurchase program and approved
an additional common stock repurchase program of up to $5 million. In
December 2000, the Board of Directors announced that the Company had
completed the $5 million treasury stock repurchase program and approved an
additional common stock repurchase program of up to $10 million. Under the
terms of the program, the Company may purchase common stock in the open
market or in privately negotiated transactions. As of December 15, 2000, the
Company had purchased $16.1 million, or 5.8 million shares, of treasury stock.

In December 2000, the Board of Directors approved a change in the
fiscal year of the Company from September 30 to December 31. This change
becomes effective with the calendar year beginning January 1, 2001.

In February 2001, the Company changed its name to New Century Equity
Holdings Corp. and began trading under its new Nasdaq National Market symbol,
NCEH.

A-26

APPENDIX "B"

NEW CENTURY EQUITY HOLDINGS CORP.
(FORMERLY KNOWN AS BILLING CONCEPTS CORP.)
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

I. PURPOSE

The primary function of the Audit Committee of New Century Equity Holdings
Corp. (Corporation) is to assist the Board of Directors in fulfilling its
oversight responsibilities by reviewing: the financial reports and other
financial information provided by the Corporation to any governmental body or
the public; the Corporation's Systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the Board have
established; and the Corporation's auditing, accounting and financial reporting
processes generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to, the
Corporation's policies, procedures and practices at all levels. The Audit
Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.

Review and appraise the audit efforts of the Corporation's independent
accountants.

Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board of
Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. Any
of the following would be considered to impair a director's independence:

o A director who is an employee or has been an employee during the past
three years.

o A director who accepts compensation in excess of $60,000 from the
Corporation or any of its affiliates during the previous fiscal year,
other than compensation for board service, benefits under a
tax-qualified retirement plan, or non-discretionary compensation.

o A director who is a partner in, a controlling shareholder or executive
officer of any for-profit business organization to which the Corporation
made or received payments in any of the past three years that exceed 5%
of the Corporation's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is greater. Payments
resulting solely from investments in the Corporation's securities need
not be considered for this purpose.

o A director who is employed as an executive of another corporation where
any of the Corporation's executives serve on that corporation's
compensation committee.

o A director who is an immediate family member of an individual who has
been an executive officer of the Corporation or its affiliates during
the past three years.

All members of the Committee shall be financially literate, and at least one
member of the Committee shall have accounting or related financial management
expertise. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the
Corporation or an outside consultant.

B-1

The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the
members of the Committee may designate a Chair by majority vote of the full
Committee membership.

III. MEETINGS

The Committee shall meet at least three times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management
and the independent accountants in separate executive sessions to discuss any
matters that the Committee or each of these groups believe should be
discussed privately. In addition, the Committee or at least its Chair should
be available as requested by the independent accountants or management to
discuss any issues related to the Corporation's quarterly financials prior to
filing its Form 10-Q.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered
by the independent accountants.

INDEPENDENT ACCOUNTANTS

3. Recommend to the Board of Directors the selection of the independent
accountants, and review the scope of work to be performed by the
independent accountants in connection with both the annual audit and the
quarterly reviews. On an annual basis, the Committee should review and
discuss with the accountants all significant relationships the
accountants have with the Corporation to determine the accountants'
independence.

4. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

5. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Corporation's financial statements.

FINANCIAL REPORTING PROCESSES

6. In consultation with the independent accountants, review the integrity
of the organization's financial reporting processes, both internal and
external.

7. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

8. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants or management.

PROCESS IMPROVEMENT

9. Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants
regarding any significant judgments made in management's preparation of
the financial statements and the view of each as to the appropriateness
of such judgments.

B-2

10. Following completion of the annual audit, review with each of
management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions
on the scope of work or access to required information.

11. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.

12. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented. (This review
should be conducted at an appropriate time subsequent to implementation
of changes or improvements, as decided by the Committee.)

ETHICAL AND LEGAL COMPLIANCE

13. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

14. Review management's monitoring of the Corporation's compliance with the
Corporation's Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public, satisfy legal requirements.

15. Review, with the Corporation's counsel, legal compliance matters
including corporate securities trading policies.

16. Review with the Corporation's counsel, any legal matter that could have
a significant impact on the Corporation's financial statements.

17. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.

B-3

NEW CENTURY EQUITY HOLDINGS CORP.
PROXY--ANNUAL MEETING OF STOCKHOLDERS--MAY 15, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE MARK, SIGN, DATE AND RETURN IN THE ENCLOSED ENVELOPE

The undersigned stockholder(s) of New Century Equity Holdings Corp. (the
"Company") hereby appoint(s) Parris H. Holmes, Jr. and David P. Tusa, or each of
them, proxies of the undersigned with full power of substitution to vote at the
Annual Meeting of Stockholders of the Company to be held on Tuesday, May 15,
2001, at 9:30 a.m., Central Standard Time, at the Oak Hills Country Club, 5403
Fredericksburg Road, San Antonio, Texas, and at any adjournment thereof, the
number of votes which the undersigned would be entitled to cast if personally
present:

1. ELECTION OF DIRECTORS
/ / FOR the nominee listed below / / WITHHOLD AUTHORITY
to vote for the nominee listed below

2004 CLASS--TERM EXPIRING AT 2004 ANNUAL MEETING: LEE COOKE

2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2001.
/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

3. To consider and act upon any other matter which may properly come before the meeting or any adjournment thereof.
/ / FOR / / AGAINST / / ABSTAIN
The above items of business are more particularly described in the Proxy Statement dated April 2, 2001, relating to such
meeting, receipt of which is hereby acknowledged.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREON BY THE UNDERSIGNED STOCKHOLDER(S). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEE LISTED IN PROPOSAL 1, FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS UNDER PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES WITH RESPECT TO ANY OTHER MATTER THAT IS PROPERLY PRESENTED AT THE MEETING.

__________________________________

__________________________________
Signature(s) of Shareholder(s)

Please sign your name exactly as
it appears hereon. Joint owners
must each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as it appears
hereon.

Dated ______________________, 2001