**B25A (Official Form 25A) (12/08)**

United States Bankruptcy Court

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ District of
\_\_\_\_\_\_\_\_\_\_\_\_\_

In re[ ,]{.underline} Case No. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_[
]{.underline} [ ]{.underline} [ ]{.underline}

Debtor

Small Business Case under Chapter 11

**[\[]{.underline}[NAME OF
PROPONENT]{.underline}[\]]{.underline}[']{.underline}[S
]{.underline}[PLAN OF REORGANIZATION]{.underline}[,]{.underline}[ DATED
\[]{.underline}[INSERT DATE]{.underline}[\]]{.underline}**

**ARTICLE I[SUMMARY]{.underline}**

This Plan of Reorganization (the "Plan") under chapter 11 of the
Bankruptcy Code (the "Code") proposes to pay creditors of \[insert the
name of the debtor\] (the "Debtor") from \[specify sources of payment,
such as an infusion of capital, loan proceeds, sale of assets, cash flow
from operations, or future income\]**. **This Plan provides for
\_\_\_\_\_\_\_\_\_\_ classes of secured claims; \_\_\_\_\_ classes of
unsecured claims; and \_\_\_\_\_\_ classes of equity security holders.
Unsecured creditors holding allowed claims will receive distributions,
which the proponent of this Plan has valued at approximately \_\_ cents
on the dollar. This Plan also provides for the payment of administrative
and priority claims \[if payment is not in full on the effective date of
this Plan with respect to any such claim (to the extent permitted by the
Code or the claimant's agreement), identify such claim and briefly
summarize the proposed treatment.\]

All creditors and equity security holders should refer to Articles III
through VI of this Plan for information regarding the precise treatment
of their claim. A disclosure statement that provides more detailed
information regarding this Plan and the rights of creditors and equity
security holders has been circulated with this Plan. **Your rights may
be affected. You should read these papers carefully and discuss them
with your attorney, if you have one. (If you do not have an attorney,
you may wish to consult one.)**

**ARTICLE II**

**[CLASSIFICATION OF CLAIMS AND INTERESTS]{.underline}**

2.01 [Class 1]{.underline}. All allowed claims entitled to priority
under § 507 of the Code (except administrative expense claims under §
507(a)(2), \["gap" period claims in an involuntary case under §
507(a)(3),\] and priority tax claims under § 507(a)(8)).

2.02 [Class 2]{.underline}. The claim of [ ]{.underline} , to the extent
allowed as a secured claim under § 506 of the Code.

\[Add other classes of secured creditors, if any. Note: Section
1129(a)(9)(D) of the Code provides that a secured tax claim which would
otherwise meet the description of a priority tax claim under § 507(a)(8)
of the Code is to be paid in the same manner and over the same period as
prescribed in § 507(a)(8).\]

2.03 [Class ]{.underline}3. All unsecured claims allowed under § 502 of
the Code.

\[Add other classes of unsecured claims, if any.\]

2.04 [Class 4]{.underline} . Equity interests of the Debtor. \[If the
Debtor is an individual, change this heading to "The interests of the
individual Debtor in property of the estate."\]

**ARTICLE IIITREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS,[U.S. TRUSTEES
FEES, AND PRIORITY TAX CLAIMS]{.underline}**

3.01 [Unclassified Claims]{.underline}. Under section §1123(a)(1),
administrative expense claims, \["gap" period claims in an involuntary
case allowed under § 502(f) of the Code,\] and priority tax claims are
not in classes.

3.02 [Administrative Expense Claims]{.underline}. Each holder of an
administrative expense claim allowed under § 503 of the Code \[, and a
"gap" claim in an involuntary case allowed under

§ 502(f) of the Code,\] will be paid in full on the effective date of
this Plan (as defined in Article VII), in cash, or upon such other terms
as may be agreed upon by the holder of the claim and the Debtor.

3.03 [Priority Tax Claims]{.underline}. Each holder of a priority tax
claim will be paid \[specify terms of treatment consistent with §
1129(a)(9)(C) of the Code\].

4.  [United States Trustee Fees]{.underline}. All fees required to be
    paid by 28 U.S.C. §1930(a)(6)

(U.S. Trustee Fees) will accrue and be timely paid until the case is
closed, dismissed, or converted to another chapter of the Code. Any U.S.
Trustee Fees owed on or before the effective date of this Plan will be
paid on the effective date.

**ARTICLE IV[TREATMENT OF CLAIMS AND INTERESTS UNDER THE
PLAN]{.underline}**

+----------------------+----------------------+----------------------+
| 1.  Claims and       | **Impairment**       | **Treatment**        |
|     interests shall  |                      |                      |
|     be treated as    |                      |                      |
|     follows under    |                      |                      |
|     this Plan:       |                      |                      |
|                      |                      |                      |
| **Class**            |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
| Class 1 - Priority   | \[State whether      | \[Insert treatment   |
| Claims               | impaired or          | of priority claims   |
|                      | unimpaired.\]        | in this Class,       |
|                      |                      | including the form,  |
|                      |                      | amount and timing of |
|                      |                      | distribution, if     |
|                      |                      | any. For example:    |
|                      |                      | "Class 1 is          |
|                      |                      | unimpaired by this   |
|                      |                      | Plan, and each       |
|                      |                      | holder of a Class 1  |
|                      |                      | Priority Claim will  |
|                      |                      | be paid in full, in  |
|                      |                      | cash, upon the later |
|                      |                      | of the effective     |
|                      |                      | date of this Plan as |
|                      |                      | defined in Article   |
|                      |                      | VII, or the date on  |
|                      |                      | which such claim is  |
|                      |                      | allowed by a final   |
|                      |                      | non-appealable       |
|                      |                      | order. Except:       |
|                      |                      | \_\_\_\_\_\_\_\_."\] |
+----------------------+----------------------+----------------------+
| Class 2 -- Secured   | \[State whether      | \[Insert treatment   |
| Claim of \[Insert    | impaired or          | of secured claim in  |
| name of secured      | unimpaired.\]        | this Class,          |
| creditor.\]          |                      | including the form,  |
|                      |                      | amount and timing of |
|                      |                      | distribution, if     |
|                      |                      | any.\]               |
|                      |                      |                      |
|                      |                      | \[Add class\[es\] of |
|                      |                      | secured claims if    |
|                      |                      | applicable\]         |
+----------------------+----------------------+----------------------+
| Class 3 - General    | \[State whether      | \[Insert treatment   |
| Unsecured Creditors  | impaired or          | of unsecured         |
|                      | unimpaired.\]        | creditors in this    |
|                      |                      | Class, including the |
|                      |                      | form, amount and     |
|                      |                      | timing of            |
|                      |                      | distribution, if     |
|                      |                      | any.\]               |
|                      |                      |                      |
|                      |                      | \[Add administrative |
|                      |                      | convenience class if |
|                      |                      | applicable\]         |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
| Class 4 - Equity     | \[State whether      | \[Insert treatment   |
| Security Holders of  | impaired or          | of equity security   |
| the Debtor           | unimpaired.\]        | holders in this      |
|                      |                      | Class, including the |
|                      |                      | form, amount and     |
|                      |                      | timing of            |
|                      |                      | distribution, if     |
|                      |                      | any.\]               |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+

**ARTICLE V[ALLOWANCE AND DISALLOWANCE OF CLAIMS]{.underline}**

5.01 [ Disputed Claim]{.underline}. A disputed claim is a claim that has
not been allowed or disallowed \[by a final non-appealable order\], and
as to which either: (i) a proof of claim has been filed or deemed filed,
and the Debtor or another party in interest has filed an objection; or
(ii) no proof of claim has been filed, and the Debtor has scheduled such
claim as disputed, contingent, or unliquidated.

5.02 [Delay of Distribution on a Disputed Claim]{.underline}. No
distribution will be made on account of a disputed claim unless such
claim is allowed \[by a final non-appealable order\].

5.03 [Settlement of Disputed Claims]{.underline}. The Debtor will have
the power and authority to settle and compromise a disputed claim with
court approval and compliance with Rule 9019 of the Federal Rules of
Bankruptcy Procedure.

**ARTICLE VI[PROVISIONS FOR EXECUTORY CONTRACTS]{.underline}**

**[ AND UNEXPIRED LEASES]{.underline}**

6.01 [Assumed Executory Contracts and Unexpired Leases]{.underline}.

\(a\) The Debtor assumes the following executory contracts and/or
unexpired leases effective upon the \[Insert "effective date of this
Plan as provided in Article VII," "the date of the entry of the order
confirming this Plan," or other applicable date\]:

\[List assumed executory contracts and/or unexpired leases.\]

\(b\) The Debtor will be conclusively deemed to have rejected all
executory contracts and/or unexpired leases not expressly assumed under
section 6.01(a) above, or before the date of the order confirming this
Plan, upon the \[Insert "effective date of this Plan," "the date of the
entry of the order confirming this Plan," or other applicable date\]. A
proof of a claim arising from the rejection of an executory contract or
unexpired lease under this section must be filed no later than
\_\_\_\_\_\_\_\_\_\_ (\_\_\_) days after the date of the order
confirming this Plan.

**ARTICLE VII**

**[MEANS FOR IMPLEMENTATION OF THE PLAN]{.underline}**

\[Insert here provisions regarding how the plan will be implemented as
required under §1123(a)(5) of the Code. For example, provisions may
include those that set out how the plan will be funded, as well as who
will be serving as directors, officers or voting trustees of the
reorganized debtor.\]

**ARTICLE VIII**

**[GENERAL PROVISIONS]{.underline}**

8.01 [Definitions and Rules of Construction. ]{.underline}The
definitions and rules of construction set forth in §§ 101 and 102 of the
Code shall apply when terms defined or construed in the Code are used in
this Plan, and they are supplemented by the following definitions:
\[Insert additional definitions if necessary\].

8.02 [Effective Date of Plan]{.underline}. The effective date of this
Plan is the eleventh business day following the date of the entry of the
order of confirmation. But if a stay of the confirmation order is in
effect on that date, the effective date will be the first business day
after that date on which no stay of the confirmation order is in effect,
provided that the confirmation order has not been vacated.

8.03 [Severability]{.underline}. If any provision in this Plan is
determined to be unenforceable, the determination will in no way limit
or affect the enforceability and operative effect of any other provision
of this Plan.

8.04 [Binding Effect]{.underline}. The rights and obligations of any
entity named or referred to in this Plan will be binding upon, and will
inure to the benefit of the successors or assigns of such entity.

8.05 [Captions]{.underline}. The headings contained in this Plan are for
convenience of reference only and do not affect the meaning or
interpretation of this Plan.

\[8.06 [Controlling Effect]{.underline}. Unless a rule of law or
procedure is supplied by federal law (including the Code or the Federal
Rules of Bankruptcy Procedure), the laws of the State of
\_\_\_\_\_\_\_\_\_\_\_\_ govern this Plan and any agreements, documents,
and instruments executed in connection with this Plan, except as
otherwise provided in this Plan.\]

\[8.07 [Corporate Governance]{.underline}. \[If the Debtor is a
corporation include provisions required by § 1123(a)(6) of the Code.\]\]

**ARTICLE IX**

**[DISCHARGE]{.underline}**

\[If the Debtor is not entitled to discharge under 11 U.S.C. §
1141(d)(3) change this heading to "**NO DISCHARGE OF DEBTOR**."\]

9.01. **\[Option 1 -- If Debtor is an individual and § 1141(d)(3) is not
applicable\]**

[Discharge.]{.underline} Confirmation of this Plan does not discharge
any debt provided for in this Plan until the court grants a discharge on
completion of all payments under this Plan, or as otherwise provided in
§ 1141(d)(5) of the Code. The Debtor will not be discharged from any
debt excepted from discharge under § 523 of the Code, except as provided
in Rule 4007(c) of the Federal Rules of Bankruptcy Procedure.

**\[Option 2 \-- If the Debtor is a partnership and section 1141(d)(3)
of the Code is not applicable\]**

[Discharge.]{.underline} On the confirmation date of this Plan, the
debtor will be discharged from any debt that arose before confirmation
of this Plan, subject to the occurrence of the effective date, to the
extent specified in § 1141(d)(1)(A) of the Code. The Debtor will not be
discharged from any debt imposed by this Plan.

**\[Option 3 \-- If the Debtor is a corporation and § 1141(d)(3) is not
applicable\]**

[Discharge.]{.underline} On the confirmation date of this Plan, the
debtor will be discharged from any debt that arose before confirmation
of this Plan, subject to the occurrence of the effective date, to the
extent specified in § 1141(d)(1)(A) of the Code, except that the Debtor
will not be discharged of any debt: (i) imposed by this Plan; (ii) of a
kind specified in § 1141(d)(6)(A) if a timely complaint was filed in
accordance with Rule 4007(c) of the Federal Rules of Bankruptcy
Procedure; or (iii) of a kind specified in § 1141(d)(6)(B).

**\[Option 4 -- If § 1141(d)(3) is applicable\] **

[No Discharge.]{.underline} In accordance with § 1141(d)(3) of the Code,
the Debtor will not receive any discharge of debt in this bankruptcy
case.

**ARTICLE X**

**[OTHER PROVISIONS]{.underline}**

** \[Insert other provisions, as applicable.\]**

Respectfully submitted,

By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

The Plan Proponent

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attorney for the Plan Proponent