ROBERT E. OPERA - State Bar No. 101182
HAMID R. RAFATJOO - State Bar No. 181564
LOBEL,  OPERA &  FRIEDMAN  LLP
19800  MacArthur  Blvd.,  Suite 1100
Irvine, CA  92612-2425

Telephone:  (949) 476-7400
Facsimile:  (949) 476-7444

Attorneys for Scoop, Inc.
Debtor and Debtor-in-Possession



                         UNITED STATES BANKRUPTCY COURT

                         CENTRAL DISTRICT OF CALIFORNIA

                               SANTA ANA DIVISION


In re                                             Case No. SA 98-20799 RA

SCOOP, INC., a Delaware corporation;              Chapter 11 Case
fka Karlsson-Del Rey Communications, Inc.,
and NewsMakers Information Services, Inc.,        SECOND AMENDED PLAN
                                                  OF REORGANIZATION
                  Debtor and                      (JULY 23, 1999)
                  Debtor-in-Possession.
                                                  DATE:   September 30, 1999
                                                  TIME:   3:30 p.m.
                                                  PLACE:  Courtroom 6C
                                                          411 W. Fourth Street
                                                          Santa Ana, CA  92701




<PAGE>

                                TABLE OF CONTENTS

I.    INTRODUCTION...........................................................1
II.   DEFINITIONS............................................................2
III.  TREATMENT OF UNCLASSIFIED CLAIMS......................................10
IV.   DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS........................11
V.    TREATMENT OF CLASS UNIMPAIRED BY THE PLAN.............................11
VI.   TREATMENT OF IMPAIRED CLASSES OF CLAIMS...............................11
VII.  EXECUTION AND IMPLEMENTATION OF THE PLAN..............................13
VIII. DISBURSING AGENT......................................................28
IX.   REQUEST FOR FINDINGS OF FAIR AND EQUITABLE
      TREATMENT OF IMPAIRED CLASSES.........................................32
X.    CONDITIONS PRECEDENT TO DISTRIBUTIONS UNDER THE PLAN..................32
XI.   MODIFICATION OF PLAN..................................................33
XII.  TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.................34
XIII. EFFECT OF CONFIRMATION................................................35
XIV.  RETENTION OF JURISDICTION.............................................37
XV.   DESIGNATION OF THE COMMITTEE AS REPRESENTATIVE
      OF THE ESTATE.........................................................39
XVI.  PROVISIONS OF THE PLAN WHICH MAY AFFECT, ALTER, OR
      MODIFY THE RIGHTS OF CREDITORS........................................39
XVII. RESERVATION OF RIGHTS.................................................40
XVIII.MISCELLANEOUS PROVISIONS..............................................40
XIX.  REQUEST FOR CONFIRMATION..............................................43

<PAGE>

     Scoop,  Inc., a Delaware  corporation,  the Debtor in this Case(F1)  hereby
proposes the following Plan for the resolution of outstanding Claims against and
Interests in the Debtor,  and  requests  Confirmation  of this Plan  pursuant to
Section 1129 of the Bankruptcy Code.

(F1) The  definitions  of the  capitalized  terms used herein are  contained  in
     Article II of this Plan.

                                       I.
                                  INTRODUCTION

     This Plan is proposed by the Debtor for the  resolution of the  outstanding
Claims against its Estate.  Reference should be made to the Disclosure Statement
provided  herewith  for a  detailed  disclosure  of  the  business,  assets  and
liabilities, and financial affairs of the Debtor, and an analysis of this Plan.

     UNLESS SPECIFICALLY SET FORTH TO THE CONTRARY IN THIS PLAN, THE INFORMATION
CONTAINED OR REFERRED TO IN THIS PLAN HAS NOT BEEN  SUBJECT TO CERTIFIED  AUDIT.
RECORDS  KEPT BY THE DEBTOR  RELY FOR THEIR  ACCURACY ON  BOOKKEEPING  PERFORMED
INTERNALLY BY THE DEBTOR.  ALTHOUGH THE DEBTOR  BELIEVES  THAT EVERY  REASONABLE
EFFORT HAS BEEN MADE TO PRESENT ACCURATE FINANCIAL INFORMATION, THE RECORDS KEPT
BY THE DEBTOR ARE NEITHER  WARRANTED NOR  REPRESENTED  TO BE FREE OF INACCURACY.
THE  DEBTOR'S  COUNSEL,   ACCOUNTANTS,   AND  FINANCIAL   CONSULTANTS  HAVE  NOT
INDEPENDENTLY   VERIFIED  THE  INFORMATION   CONTAINED   HEREIN,   AND  MAKE  NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY THEREOF.

     ANY PARTY  ENTITLED TO VOTE ON THIS PLAN IS URGED TO REVIEW  CAREFULLY THIS
PLAN PRIOR TO VOTING ON THIS PLAN,  AND MAY DESIRE TO CONSULT WITH HIS OWN LEGAL
COUNSEL  PRIOR TO VOTING ON THIS PLAN TO ENSURE  COMPLETE  UNDERSTANDING  OF THE
TERMS OF THIS PLAN.

                                       II.
                                   DEFINITIONS

     2.01  "Administrative  Claim"  means a Claim for costs and  expenses of the
administration  of the Case under  Sections  503(b) or 507(b) of the  Bankruptcy
Code,  including,  without  limitation,  (a) the actual and necessary  costs and
expenses incurred after the Petition Date of preserving the Estate and operating
the  business  of the  Debtor  (such as  wages,  salaries,  or  commissions  for
services),  (b) all  Claims of  professionals  employed  at the  expense  of the
Estate,  and (c) any fees or charges assessed against the Estate under 28 U.S.C.
ss. 1930.

     2.02 "Allowed  Administrative  Claim" means an Administrative Claim allowed
pursuant to Sections 503(b) or 507(b) of the Bankruptcy Code.

     2.03  "Allowed  Claim"  means a Claim  that is  either  (i)  listed  in the
Schedules  filed  with the  Bankruptcy  Court by the  Debtor  and not  listed as
disputed,  contingent or  unliquidated as to amount and as to which no objection
is filed within the time period fixed by the  Bankruptcy  Court,  or as to which
any such objection has been determined by a Final Order, or (ii) with respect to
which a Proof of Claim  has  been  filed  within  the time  period  fixed by the
Bankruptcy  Court,  and as to which no objection is filed within the time period
fixed by the  Bankruptcy  Court,  or as to which  any  such  objection  has been
determined by a Final Order.

     2.04 "Allowed  General  Unsecured  Claim" means an unsecured  Allowed Claim
against the Debtor,  however  arising,  not entitled to priority  under  Section
507(a) of the Bankruptcy Code, including,  without limitation,  an Allowed Claim
based on the rejection of an executory contract or unexpired lease.

     2.05  "Allowed  Priority  Claim"  shall have the  meaning  provided  for in
Paragraph 7.03 of this Plan.

     2.06  "Allowed  Priority  Tax Claim"  means an Allowed  Claim  entitled  to
priority pursuant to Section 507(a)(8) of the Bankruptcy Code.

     2.07 "Allowed Priority  Unsecured Claim" means an Allowed Claim entitled to
priority  pursuant  to  Sections  507(a)(3),  507(a)(4),  or  507(a)(6)  of  the
Bankruptcy Code.

     2.08  "Avoidance  Action"  means any action  which is filed or which may be
filed  pursuant to the provisions of Sections 510, 542, 543, 544, 545, 547, 548,
549,  or  550  of  the   Bankruptcy   Code,  any  actions  based  on  applicable
nonbankruptcy  law that may be  incorporated  or  brought  under  the  foregoing
sections of the Bankruptcy Code, or any other similar action or proceeding filed
to  recover  property  for or on  behalf  of the  Estate  or to  avoid a lien or
transfer.

     2.09 "Bankruptcy  Code" means Title 11 of the United States Code, as now in
effect or hereafter  amended.  All citations in this Plan to section numbers are
to the Bankruptcy Code unless otherwise expressly indicated.

     2.10  "Bankruptcy  Court" means the United States  Bankruptcy Court for the
Central  District of  California  which has  jurisdiction  over the Case and the
Estate of the Debtor,  or such  successor  court or tribunal as may hereafter be
confirmed or created by lawful  authority  with power to confirm  reorganization
plans  under  Chapter 11 of the  Bankruptcy  Code and all  applicable  statutes,
rules, and regulations pertaining thereto.

     2.11 "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure and
the Local Bankruptcy Rules for use in the Bankruptcy  Court, as now in effect or
hereafter amended.

     2.12 "Bar Date"  means the last date for filing  Proofs of Claim other than
Administrative  Claims or  Claims  based  upon the  rejection  of any  executory
contracts or unexpired  leases.  The Bankruptcy Court  established  November 18,
1998 as the Bar Date in the Case with  respect to the  following  Creditors  and
Equity Security Holders:

          a) Creditors and Equity  Security  Holders holding Claims or Interests
     which  have  not been  properly  listed,  or  properly  classified,  in the
     Schedules;

          b) Creditors and Equity  Security  Holders holding Claims or Interests
     who  disagree  with  the  amount  listed  in  the  Schedules  as  disputed,
     unmatured,  contingent,  or  unliquidated  or as to  which  the  amount  is
     scheduled as unknown; and

          c) Creditors and Equity  Security  Holders holding Claims or Interests
     who  disagree  with the amount  listed for such claims or  interests in the
     Schedules.

     2.13 "Business Day" means any day other than a Saturday,  Sunday, or "legal
holiday" (as defined in Bankruptcy Rule 9006(a)).

     2.14 "Case" means the Debtor's Chapter 11 case which was filed in the Santa
Ana division of the Bankruptcy Court, as Case No. SA 98-20799 RA.

     2.15 "Cash" means cash and cash equivalents, including, but not limited to,
checks or similar forms of payment or exchange.

     2.16 "Claim"  means (i) a right to payment from the Debtor,  whether or not
such right is reduced to judgment, liquidated,  unliquidated, fixed, contingent,
matured,  unmatured,   disputed,   undisputed,  legal,  equitable,  secured,  or
unsecured,  or (ii) a right to an equitable  remedy for breach of performance if
such breach  gives rise to a right to payment  from the  Debtor,  whether or not
such  right  to  an  equitable  remedy  is  reduced  to  judgment,   liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
secured, or unsecured.

     2.17 "Claimant" means the holder of a Claim.

     2.18 "Class"  means a grouping  into which  Claims or  Interests  which are
substantially similar to other Claims or Interests have been classified pursuant
to Article IV of this Plan.

     2.19 "Closing  Date" shall have the meaning  provided in Section 3.3 of the
InfiniCom Stock Agreement.

     2.20  "Committee"  means  the  Official   Committee  of  Creditors  Holding
Unsecured Claims formed pursuant to Section 1102 of the Bankruptcy Code.

     2.21 "Committee  Certificate" means that certificate which will be filed by
the  Committee  pursuant  to  Paragraph  7.12 of this Plan,  attesting  that the
Committee has determined  that all Allowed  Priority  Claims have been paid, all
Post-Confirmation Estate Claims and objections to Claims have been resolved by a
Final Order, and that all Retained Assets have been appropriately disposed of or
that no further action should be taken relative thereto.

     2.22  "Confirmation"  means  the  entry  of the  Confirmation  Order by the
Bankruptcy Court.

     2.23 "Confirmation  Date" means the date on which the Confirmation Order is
entered by the Bankruptcy Court.

     2.24 "Confirmation  Hearing" means the hearing,  including any continued or
postponed session thereof,  at which time the Bankruptcy Court will consider and
determine whether to confirm this Plan.

     2.25  "Confirmation  Order" means the order, as entered,  of the Bankruptcy
Court confirming this Plan pursuant to Section 1129 of the Bankruptcy Code.

     2.26 "Creditor" means the holder of an Allowed Claim.

     2.27 "Debtor"  means Scoop,  Inc., a Delaware  corporation,  the debtor and
debtor-in-possession   in  the  Case,   formerly  known  as   Karlsson-Del   Rey
Communications, Inc., and NewsMakers Information Services, Inc.

     2.28 "Disbursing Agent" means the entity charged with making  Distributions
pursuant  to the terms of this Plan.  Pursuant to  Paragraph  8.01 of this Plan,
Bruce W. Ballenger will serve as the Disbursing Agent under this Plan.

     2.29 "Disclosure  Statement" means the Second Amended Disclosure  Statement
(and all exhibits or schedules  annexed  thereto or  referenced  therein)  which
accompanies this Plan, as the Disclosure Statement may be amended,  modified, or
supplemented  from  time to time in  accordance  with  the  Bankruptcy  Code and
Bankruptcy Rules.

     2.30 "Disputed Claim" means:

          a) in the event  that a Proof of Claim  has not been  filed by the Bar
     Date or has not otherwise been deemed timely filed under applicable law and
     such Claim has been listed on the  Schedules  as disputed,  contingent,  or
     unliquidated, then such Claim is a Disputed Claim; or

          b) in the event  that a Proof of Claim or  request  for  payment of an
     Administrative  Claim has been filed by the Bar Date or has otherwise  been
     deemed  timely filed under  applicable  law,  then such Claim is a Disputed
     Claim if an  objection  has been timely filed by the Debtor or by any other
     party-in-interest  and such objection has not been withdrawn or denied by a
     Final Order.  A Claim shall be considered a Disputed  Claim in its entirety
     if an objection is timely filed to any portion of such Claim.

     2.31 "Disputed  General  Unsecured  Claim" means a General  Unsecured Claim
which is a Disputed Claim.

     2.32  "Disputed  General  Unsecured  Claims  Reserve"  means a  segregated,
interest-bearing  account  established  at a financial  institution  which is an
authorized depository under the United States Trustee guidelines, into which the
Disbursing Agent will deposit the Distributions to be held in reserve on account
of Disputed General Unsecured Claims pursuant to Paragraph 7.05 of this Plan.

     2.33  "Disputed  Priority  Claim"  shall have the meaning  provided  for in
Paragraph 7.03 of this Plan.

     2.34   "Disputed    Priority    Claims   Reserve"   means   a   segregated,
interest-bearing  account  established  at a financial  institution  which is an
authorized depository under the United States Trustee guidelines, into which the
Disbursing Agent will deposit the Distributions to be held in reserve on account
of Disputed Priority Claims pursuant to Paragraph 7.03 of this Plan.

     2.35  "Distribution"  means the Cash which is  required  to be  distributed
under this Plan to the holders of Allowed Claims.

     2.36  "Distribution  Schedule"  shall  have  the  meaning  provided  for in
Paragraph 8.03 of this Plan.

     2.37  "Effective  Date"  means  the date not  later  than the  fifth  (5th)
Business Day  following  the date upon which the  Confirmation  Order  becomes a
Final Order; provided,  however, that, if an appeal of the Confirmation Order is
timely filed, the Debtor,  with the written consent of InfiniCom,  which consent
shall  not be  unreasonably  withheld,  may  elect to cause  this Plan to become
effective,  notwithstanding  the pendency of such appeal,  so long as no stay of
the  Confirmation  Order is in effect,  by filing  with the  Bankruptcy  Court a
notice of such  election,  in which  event this Plan will  become  effective  as
provided herein.

     2.38  "Equity  Security  Holder"  means the  holder of an  Interest  in the
Debtor.

          2.39   "Escrow  Holder"  means the  person or  entity  charged  with
holding the $225,000  deposit made by InfiniCom  pursuant to the InfiniCom Stock
Agreement.

     2.40 "Estate"  means the estate created under Section 541 of the Bankruptcy
Code in the Case.

     2.41 "Final  Distribution" shall have the meaning provided for in Paragraph
7.12 of this Plan.

     2.42 "Final Order" means an order or judgment of the Bankruptcy  Court,  or
of any court of competent jurisdiction where there is pending an action in which
the Debtor is a party, which has not been reversed, stayed, modified or amended,
and as to which (a) the time to appeal,  petition  for  certiorari,  or move for
reargument  or  rehearing  has expired and as to which no appeal,  petition  for
certiorari,  or other  proceeding  for  reargument  or  rehearing  shall then be
pending,  or (b) any right to appeal,  petition for certiorari,  reargument,  or
rehearing  shall have been waived in writing in form and substance  satisfactory
to the  Debtor,  or (c) any  appeal,  petition  for  certiorari,  reargument  or
rehearing  has been resolved by the highest court to which the order or judgment
was  appealed  timely or from which  certiorari,  reargument  or  rehearing  was
sought.

     2.43 "General  Unsecured Claim" means an unsecured Claim against the Debtor
that is not entitled to priority under Section  507(a) of the  Bankruptcy  Code,
including,  without  limitation,  a Claim based on the rejection of an executory
contract or unexpired lease.

     2.44 "InfiniCom"  means InfiniCom AB (publ), a holding company formed under
the laws of Sweden,  or its assignee or nominee as provided for by the InfiniCom
Stock Agreement.

     2.45 "InfiniCom Stock Agreement" means that Stock Purchase  Agreement dated
April 23, 1999 entered into by and between the Debtor and InfiniCom.  A true and
correct copy of the InfiniCom  Stock Agreement is attached hereto as Exhibit "1"
and is incorporated herein by this reference.

     2.46  "Interest"  means  a share  of  common  stock  in the  Debtor  or the
Reorganized Debtor.

     2.47 "Net  Litigation  Proceeds"  shall have the  meaning  provided  for in
Paragraph 7.08 of this Plan.

     2.48  "Petition  Date"  means July 31,  1998,  the date on which the Debtor
filed its voluntary petition under Chapter 11 of the Bankruptcy Code, commencing
the Case.

     2.49 "Plan" means the Debtor's  Second Amended Plan of  Reorganization,  as
the  Plan  may be  amended,  modified,  or  supplemented  from  time  to time in
accordance with the Bankruptcy Code and Bankruptcy Rules.

     2.50  "Plan  Fund"  means  a  segregated,  interest-bearing  trust  account
established at a financial  institution which is an authorized  depository under
United States Trustee  guidelines,  into which the Disbursing Agent will deposit
all funds of the Estate available for distribution to holders of Allowed General
Unsecured Claims under this Plan, after  establishing the Reserve Fund and after
payment of or reservation for payment of all Priority Claims.

     2.51 "Post-Confirmation  Estate Claims" shall have the meaning provided for
in Paragraph 7.08 of this Plan.

     2.52  "Priority  Claims"  shall have the meaning  provided for in Paragraph
7.03 of this Plan.

     2.53 "Priority Tax Claim" means any Claim asserted under Section  507(a)(8)
of the Bankruptcy Code.

     2.54  "Priority  Unsecured  Claim" means a Claim  asserted to have priority
under Sections 507(a)(3), 507(a)(4), or 507(a)(6) of the Bankruptcy Code.

     2.55 "Proof of Claim"  means a statement  under oath filed in the Case by a
Claimant in which the  Claimant  sets forth the amount  claimed to be owed to it
and sufficient  detail to identify the basis for the Claim,  in accordance  with
Rule 3001 of the Federal Rules of Bankruptcy Procedure.

     2.56  "Reserve  Fund" means a  segregated,  interest-bearing  trust account
established at a financial  institution which is an authorized  depository under
United States Trustee  guidelines,  into which the Disbursing Agent will deposit
the  funds  of  the  Estate  set  aside  for  the  purpose  of  paying   certain
post-confirmation expenses. as provided for in Paragraph 7.10 of this Plan.

     2.57  "Retained  Assets"  shall have the meaning  provided for in Paragraph
7.16 of this Plan.

     2.58  "Reorganized  Debtor" means the Debtor,  as its financial affairs are
reorganized from and after the Effective Date.

     2.59  "Schedules"  means  the  Schedules  of  Assets  and  Liabilities  and
Statement  of  Financial  Affairs  filed by the Debtor in the Case,  as amended,
modified, or supplemented from time to time.

     2.60 "Secured Claim" means a Claim secured by a lien,  security interest or
other charge against  property in which the Estate has an interest,  or which is
subject to setoff under Section 553 of the Bankruptcy Code, to the extent of the
value,  determined in accordance with Section 506(a) of the Bankruptcy  Code, of
the  interest of the holder of such Secured  Claim in the  Estate's  interest in
such property, or to the extent of the amount subject to any setoff, as the case
may be.

     2.61 "SIS Asset Sale" means the Debtor's  sale and  assignment to Solutions
Corporation of America,  a Tennessee  corporation,  of substantially  all of the
assets of the  Debtor's  Scoop  Information  Services  division  pursuant to the
provisions of that Asset  Purchase  Agreement,  dated August 14, 1998,  and that
Equipment  Purchase  Agreement,  dated  August 14,  1998.  The SIS Asset Sale is
described in detail in Article V.B.2 of the Disclosure Statement.

     2.62 "SMS  Asset  Sale"  means the  Debtor's  sale and  assignment  to Call
Properties, LLC, a California limited liability company, of substantially all of
the  assets of the  Debtor's  Scoop  Media  Services  division  pursuant  to the
provisions of that Agreement of Sale, dated June 17, 1998. The SMS Asset Sale is
described in detail in Article V.B.3 of the Disclosure Statement.

     2.63 "24STORE" means 24STORE.com  Limited, a company incorporated under the
laws of England and Wales.

     2.64  "Unclaimed  Distribution"  shall  have the  meaning  provided  for in
Paragraph 7.14 of this Plan.

     2.65  "Unclaimed  Distribution  Holding  Period"  shall  have  the  meaning
provided for in Paragraph 7.14 of this Plan.

     2.66 "Unclaimed  Distribution  Reserve" shall have the meaning provided for
in Paragraph 7.14 of this Plan.

     2.67 "Wage Claimant" means a Claimant asserting a Claim pursuant to Section
507(a)(3) or (a)(4) of the Bankruptcy Code.

                                      III.
                        TREATMENT OF UNCLASSIFIED CLAIMS

     In accordance  with Section  1123(a)(1)  of the  Bankruptcy  Code,  Allowed
Administrative  Claims and Allowed  Priority Tax Claims have not been classified
and are excluded  from  classification  of Claims  provided for by Article IV of
this Plan. The treatment of Allowed  Administrative  Claims and Allowed Priority
Tax Claims is as follows:

     3.01 Allowed Administrative Claims

     Except to the extent that the holder of a particular Allowed Administrative
Claim agrees to a different treatment thereof, each Allowed Administrative Claim
shall be paid in full, in Cash, on the later of (i) the Effective  Date, or (ii)
the fifth (5th) Business Day after the order allowing such Administrative  Claim
becomes a Final Order. Any holder of an Administrative Claim (including, without
limitation,   any  governmental  unit  holding  an   Administrative   Claim  for
post-petition  taxes  and/or  interest and  penalties  related to such taxes) is
required to file a request for payment of its Administrative Claim. Requests for
payment of Administrative  Claims shall be filed not later than thirty (30) days
after the  Effective  Date,  and shall be paid on the fifth (5th)  Business  Day
after  the order  allowing  such  Administrative  Claim  becomes a Final  Order.
Failure to file a request for payment of its Administrative  Claim within thirty
(30)  days  after  the  Effective  Date  shall  forever  bar such  holder  of an
Administrative Claim from asserting its Administrative Claim against the Estate.

     3.02 Allowed Priority Tax Claims

     Unless the Debtor and the holder of a particular Allowed Priority Tax Claim
agrees to a different  treatment thereof,  each Allowed Priority Tax Claim shall
be paid in full, in Cash,  on the later of (i) the  Effective  Date, or (ii) the
fifth  (5th)  Business  Day after the order  allowing  such  Priority  Tax Claim
becomes a Final Order. No  post-petition  interest shall be paid with respect to
any Allowed Priority Tax Claims; provided, however, that in the event that there
are funds  remaining  after the  payment in full of all  Allowed  Claims and the
payment  of  interest  to  holders  of  Allowed   Priority   Unsecured   Claims,
post-petition interest shall be paid with respect to Allowed Priority Tax Claims
at the rate of ten percent (10%) per annum in accordance  with the provisions of
Paragraph 7.06 of this Plan.

                                       IV.
                 DESIGNATION OF CLASSES OF CLAIMS AND INTERESTS

     The following is a designation of the Classes of Claims and Interests under
this Plan. A Claim shall be deemed  classified in a particular Class only to the
extent that the Claim  qualifies  within the description of that Class and shall
be  deemed  classified  in  another  Class or  Classes  to the  extent  that any
remainder of the Claim  qualifies  within the description of such other Class or
Classes. A Claim is classified in a particular Class only to the extent that the
Claim is an  Allowed  Claim in that Class and has not been  paid,  released,  or
otherwise satisfied prior to the Effective Date.

     This  Plan  designates  two (2)  Classes  of  Claims  and one (1)  Class of
Interests as follows:

     4.01 Allowed Unsecured Claim.

          Class 1: Allowed Priority Unsecured Claims.
          Class 2: Allowed General Unsecured Claims.

     4.02 Interests.

          Class 3: Interests of Equity Security Holders.

                                       V.
                        NO CLASSES UNIMPAIRED BY THE PLAN

     All Classes  established by the Plan are impaired by the Plan, as that term
is defined by Section 1124 of the Bankruptcy Code.

                                       VI.
                     TREATMENT OF IMPAIRED CLASSES OF CLAIMS

     The following  Classes are "impaired" by this Plan, as that term is defined
by Section 1124 of the Bankruptcy Code.

     6.01 Class 1: Allowed Priority Unsecured Claims

     Class 1 is impaired by this Plan. Except to the extent that the holder of a
particular  Allowed  Priority  Unsecured  Claim agrees  otherwise,  each Allowed
Priority Unsecured Claim shall be paid in full, in Cash, on the later of (i) the
Effective  Date, or (ii) the fifth (5th)  Business Day after the order  allowing
such Priority  Unsecured Claim becomes a Final Order. No post-petition  interest
shall be paid with respect to any Allowed Priority  Unsecured Claims;  provided,
however,  that in the event that there are funds  remaining after the payment in
full of all  Allowed  Claims,  interest  shall be paid with  respect  to Allowed
Priority  Unsecured  Claims  at the  rate of ten  percent  (10%)  per  annum  in
accordance with the provisions of Paragraph 7.06 of this Plan.

     6.02 Class 2: Allowed General Unsecured Claims

     Class 2 is impaired by this Plan. In full and complete  satisfaction of the
Allowed  General  Unsecured  Claims,  each  holder of a Class 2 Allowed  General
Unsecured  Claim shall be paid its pro rata share of the funds  available in the
Plan Fund, up to 100% of the amount of its Allowed General  Unsecured  Claim. No
post-petition  interest  shall be paid  with  respect  to any  Allowed  Priority
Unsecured  Claims;  provided,  however,  that in the event  that there are funds
remaining  after the  payment in full of all  Allowed  Claims and the payment of
interest to holders of Allowed  Priority  Unsecured  Claims and Allowed Priority
Tax Claims,  interest  shall be paid with respect to Allowed  General  Unsecured
Claims  at the  rate of ten  percent  (10%)  per  annum in  accordance  with the
provisions of Paragraph 7.06 of this Plan.  Distributions  to the holders of the
Class 2 Allowed  General  Unsecured  Claims shall be made in accordance with the
provisions of Paragraph 7.04 of this Plan.

     6.03 Class 3: Interests of Equity Security Holders

     Class 3 is deemed to be impaired by this Plan. The Equity Security  Holders
shall  retain,   without  alteration  or  modification,   all  of  their  legal,
contractual  and  equitable  rights  in their  Interests.  The  Equity  Security
Holders' ownership interest in the Reorganized Debtor shall be diluted as of the
Effective Date, however, by reason of the issuance to InfiniCom, pursuant to the
provisions of the InfiniCom  Stock  Agreement,  of Interests in the  Reorganized
Debtor  equivalent to approximately  ninety-one  percent (91%) of the issued and
outstanding Interests in the Reorganized Debtor.

     Confirmation shall be deemed approval of all of the terms and conditions of
the InfiniCom Stock  Agreement.  The Debtor and InfiniCom shall take any and all
actions,  and shall execute and deliver any and all  documents and  instruments,
appropriate  to  carry  out and  effectuate  the  terms  and  conditions  of the
InfiniCom Stock Agreement as of the Effective Date.

     The treatment of the Interests of Equity  Security  Holders under this Plan
is subject to the provisions of Paragraph 7.25 of this Plan. In accordance  with
the  provisions of Paragraph  7.25 of this Plan, in the event that the InfiniCom
Stock  Agreement  should be terminated,  (i) the Equity  Security  Holders shall
retain, without alteration or modification,  all of their legal, contractual and
equitable  rights in their  Interests,  and (ii) the Committee may file with the
Bankruptcy Court, after all Distributions  required by this Plan have been made,
a notice of  cancellation  of the Interests in the event that, by such date, the
Committee  has not been able to enter into a  transaction  (e.g.,  a sale of the
Interests or merger  transaction) to obtain value for Equity Security Holders on
account of the Interests.

                                      VII.
                    EXECUTION AND IMPLEMENTATION OF THE PLAN

     7.01 Overview

     The purposes of this Plan are the following:  (a) distributing to Creditors
the Cash in the Estate as of the Effective Date (derived  primarily from the SMS
Asset  Sale and the SIS Asset Sale and to be derived  from the  InfiniCom  Stock
Agreement),  and (b) providing to the Equity Security  Holders  Interests in the
Reorganized Debtor pursuant to the provisions of the InfiniCom Stock Agreement.

     This Plan effectuates the provisions of the InfiniCom Stock Agreement.  The
Debtor did not  realize  from the SMS Asset  Sale and the SIS Asset Sale  (i.e.,
sales,  in the  aggregate,  of  substantially  all of the assets of the  Debtor)
proceeds  sufficient to pay to the Creditors  100% of their Allowed  Claims.  In
order for the Debtor to obtain  additional  funds with which to pay the  Allowed
Claims of Creditors,  the Debtor negotiated and entered into the InfiniCom Stock
Agreement,  by which the Debtor will obtain from InfiniCom,  in consideration of
the  Debtor's  transfer  to  InfiniCom  pursuant  to this Plan of  approximately
ninety-one  percent  (91%) of the  Interests in the  Reorganized  Debtor,  up to
$225,000 (with interest thereon,  as provided by the InfiniCom Stock Agreement),
plus  reimbursement of up to $125,000 of the professional  fees and costs of the
Estate  incurred in connection with the  negotiation  and  documentation  of the
Debtor's  transaction with InfiniCom,  and the formulation,  preparation and the
obtaining  approval  of the  Disclosure  Statement  and this  Plan.  The  Debtor
projects that, with the funds to be obtained from the InfiniCom Stock Agreement,
Distributions to Creditors of approximately 98% of the amount of Allowed General
Unsecured  Claims should be paid in this  Case.(F2)  Moreover,  by the InfiniCom
Stock Agreement, Equity Security Holders will be able to realize a more valuable
ownership interest in the Reorganized Debtor.

(F2) Please refer to Article VIII.C of the Disclosure  Statement for an analysis
     of  the  amount  of  Allowed   Claims  in  the  Case,   and  the  projected
     Distributions to Creditors.

     7.02 Means for Implementation of this Plan

     The Cash in the  Estate  as of the  Confirmation  Date  and to be  obtained
pursuant to Section 3.1 of the InfiniCom  Stock Agreement will be distributed to
Creditors on account of their Allowed Claims  pursuant to the provisions of this
Plan.  Distributions  to Creditors  pursuant to this Plan track  materially  the
provisions of Section 726 of the Bankruptcy Code (i.e., the distribution  scheme
in a Chapter 7 liquidation proceeding).

     As of the Effective Date, the Debtor will transfer to the Disbursing  Agent
all of the Cash in the Estate,  and, on the Closing Date of the InfiniCom  Stock
Agreement,  InfiniCom  will  cause the  Escrow  Holder to pay to the  Disbursing
Agent,  on behalf of the Creditors,  $225,000 plus accrued  interest as provided
for  under  the  InfiniCom  Stock  Agreement.  The  Disbursing  Agent  will make
Distributions to Creditors pursuant to the provisions of this Plan.

     Ownership  interests in the Reorganized Debtor will be determined  pursuant
to the provisions of the InfiniCom Stock  Agreement.  On the Closing Date of the
InfiniCom  Stock  Agreement,  the Debtor will issue and  InfiniCom  will acquire
approximately  61.6 million shares of common stock of the Debtor in exchange for
one hundred percent (100%) of the issued and outstanding shares of capital stock
of 24STORE.  Upon  consummation  of the foregoing  transaction,  Equity Security
Holders will  collectively  have  approximately  a nine  percent (9%)  ownership
interest in the  Reorganized  Debtor,  and InfiniCom will have  approximately  a
ninety-one percent (91%) ownership interest in the Reorganized Debtor.  Approval
of this  Plan  will  constitute  approval  of an  amendment  to the  Reorganized
Debtor's  Certificate  of  Incorporation  to increase the  authorized  amount of
issued and  outstanding  shares of stock in the  Reorganized  Debtor in order to
facilitate the foregoing transaction.

     InfiniCom  anticipates  that the following will  constitute the Reorganized
Debtor's board of directors as of the Effective Date:

     Karl-Magnus Karlsson (Chairman);
     Michael Neame; and
     Martin Clarke.

     InfiniCom  also  anticipates  that  the  following   persons  will  be  the
Reorganized Debtor's officers as of the Effective Date:

     Name                      Title
     ----                      -----
     Karl-Magnus Karlsson      President
     Michael Neame             Chief Financial Officer
     Martin Clarke             Secretary

     InfiniCom  intends to cause the  Reorganized  Debtor to act  diligently  to
apply for and obtain a re-listing of its securities on the NASDAQ market as soon
as practicable  following the Effective Date and, subject to market  conditions,
presently  intends  to  consummate  a public  offering  of  common  stock of the
Reorganized Debtor.  InfiniCom anticipates that the foregoing  transactions will
serve to enhance the value and  marketability  of the Equity  Security  Holders'
ownership interests in the Reorganized Debtor.

     SOME OF THE MATTERS  DISCUSSED  HEREIN CONTAIN  FORWARD-LOOKING  STATEMENTS
THAT INVOLVE RISKS AND  UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE SUGGESTED IN SUCH FORWARD-LOOKING  STATEMENTS,  INCLUDING,
WITHOUT LIMITATION,  THE FAILURE TO EFFECT A RE-LISTING, THE FAILURE TO EFFECT A
PUBLIC  OFFERING,  THE EFFECT OF ECONOMIC  CONDITIONS  ON THE 24STORE  BUSINESS,
INTEREST  RATES,  MARKET  DEMAND,  COMPETITION  AND OTHER RISKS  DETAILED IN THE
DISCLOSURE STATEMENT.

     7.03 Payments to Holders of Allowed Administrative Claims, Allowed Priority
Tax Claims, and Class 1 Allowed Priority Unsecured Claims

     Except as provided  expressly  to the  contrary in  Paragraph  7.06 of this
Plan, Allowed  Administrative  Claims,  Allowed Priority Tax Claims, and Class 1
Allowed Priority  Unsecured Claims  (collectively,  "Allowed  Priority  Claims")
shall be paid from the funds on hand in the Estate as of the Effective  Date and
prior to the  creation  of the Plan Fund.  All  Distributions  to the holders of
Allowed Priority Claims shall be made by the Disbursing Agent.

     In the event that any objection to any Administrative  Claim,  Priority Tax
Claim, or Priority Unsecured Claim  (collectively,  "Priority Claims") should be
pending  as of the date on which a  Distribution  is owed to the  holder of such
Priority Claim,  the Disbursing Agent shall reserve from the funds in the Estate
cash sufficient to pay such disputed Priority Claim ("Disputed Priority Claim"),
as if such Disputed  Priority Claim were allowed in full. No Distribution  shall
be made on account of any Disputed  Priority Claim until such Disputed  Priority
Claim has been determined and allowed by a Final Order. Pending the entry of any
Final Order allowing a Disputed  Priority Claim,  all payments owed with respect
to such  Disputed  Priority  Claim shall be deposited  into an  interest-bearing
segregated  bank  account at a financial  institution  authorized  by the United
States Trustee guidelines ("Disputed Priority Claims Reserve"). No disbursements
shall be made from the Disputed  Priority Claims Reserve for a Disputed Priority
Claim without the written consent of the Disbursing Agent and the holder of such
Disputed Priority Claim, or order of the Bankruptcy Court.

     In the event that a Disputed  Priority  Claim is allowed by a Final  Order,
the amount  reserved in the Disputed  Priority  Claims  Reserve for such Allowed
Priority Claim shall be disbursed,  within five (5) Business Days, to the holder
of such  Allowed  Priority  Claim to the  extent of the  amount  of the  Allowed
Priority  Claim,  and any  further  Distributions  on  account  of such  Allowed
Priority  Claim shall be paid  directly to the holder of such  Allowed  Priority
Claim (and not to the Disputed Priority Claims Reserve),  in an aggregate amount
not to exceed the amount of the Priority  Claim  allowed by the Final Order.  In
the event that any Disputed Priority Claim is ultimately  disallowed in whole or
in part by a Final Order,  any amount  reserved in the Disputed  Priority Claims
Reserve for such Disputed Priority Claim in excess of any amount of the Priority
Claim allowed by such Final Order shall be transferred, within five (5) Business
Days, to the Plan Fund,  for the purpose of making  Distributions  on account of
Allowed Claims under this Plan.

     7.04 Payments to Holders of Allowed General Unsecured Claims

     Subject to the provisions of Paragraph 6.01 of this Plan,  holders of Class
2 Allowed  General  Unsecured  Claims shall  receive their pro rata share of the
available  funds in the Plan  Fund  (after  Distributions  have been made to, or
appropriate  reserves  established in the Disputed  Priority Claims Reserve for,
the  holders of  Priority  Claims,  and after the  establishment  of the Reserve
Fund). In the event that any funds are reallocated to the Plan Fund as a result,
among other things, of (i) the resolution of any objection which may be filed to
Disputed Claims,  (ii) the obtaining of any Net Litigation  Proceeds,  (iii) the
obtaining of any net proceeds from the disposition of any Retained Assets,  (iv)
the termination of the Unclaimed Distribution Reserve, or (v) the termination of
the Reserve Fund, the holders of the Class 2 Allowed  General  Unsecured  Claims
shall  also  receive  their  pro rata  share of any  funds so  reallocated.  All
Distributions to the holders of Class 2 Allowed General Unsecured Claim shall be
made by the  Disbursing  Agent.  Holders  of Class 2 Allowed  General  Unsecured
Claims shall receive an initial Distribution of their pro rata share of the Plan
Fund  within  sixty  (60)  days   following  the  Effective   Date,   after  the
establishment of the Disputed  General  Unsecured Claims Reserve provided for in
Paragraph  7.05 of this Plan.  Subject to the  distribution  to Creditors of any
Unclaimed  Distributions  pursuant to  Paragraph  7.14 of this Plan,  holders of
Class 2 Allowed General  Unsecured Claims shall receive a Final  Distribution on
account of their Allowed  Claims within thirty (30) days after the filing of the
Committee's  Certificate  referenced in Paragraph  7.12 of this Plan, or at such
later time as is practical.

     7.05 Disputed General Unsecured Claims

     In the event  that any  objection  to any Class 2 General  Unsecured  Claim
shall be pending as of the date on which a Distribution is owed to the holder of
such Class 2 General  Unsecured  Claim,  the Disbursing Agent shall reserve from
the funds in the Estate  available to pay the Class 2 General  Unsecured  Claims
cash sufficient to pay such disputed Class 2 General  Unsecured Claim ("Disputed
General  Unsecured  Claim"),  as if such Disputed  General  Unsecured Claim were
allowed  in full.  No  Distribution  shall be made on  account  of any  Disputed
General  Unsecured  Claim until such Disputed  General  Unsecured Claim has been
determined  and  allowed by a Final  Order.  Pending  the entry of a Final Order
allowing a Disputed  General  Unsecured Claim, all payments owed with respect to
such   Disputed   General   Unsecured   Claim   shall  be   deposited   into  an
interest-bearing,  segregated bank account at a financial institution authorized
by the United States Trustee  guidelines  ("Disputed  General  Unsecured  Claims
Reserve").  No disbursements  shall be made from the Disputed General  Unsecured
Claims  Reserve  for a Disputed  General  Unsecured  Claim  without  the written
consent  of the  Disbursing  Agent  and  the  holder  of such  Disputed  General
Unsecured Claim, or order of the Bankruptcy Court.

     In the event that a Disputed General  Unsecured Claim is allowed by a Final
Order, the amount reserved in the Disputed General  Unsecured Claims Reserve for
such  Allowed  General  Unsecured  Claim  shall be  disbursed,  within  five (5)
Business  Days,  to the holder of such Allowed  General  Unsecured  Claim to the
extent of the amount of the Allowed  General  Unsecured  Claim,  and any further
Distributions on account of such Allowed General  Unsecured Claims shall be paid
directly to the holder of such Allowed  General  Unsecured Claim (and not to the
Disputed General Unsecured Claims Reserve), in an aggregate amount not to exceed
the amount of the General Unsecured Claim allowed by the Final Order.

     In the  event  that any  Disputed  General  Unsecured  Claim is  ultimately
disallowed  in whole or in part by a Final  Order,  any amount  reserved  in the
Disputed General  Unsecured  Claims Reserve for such Disputed General  Unsecured
Claim in excess of any amount of the  General  Unsecured  Claim  allowed by such
Final Order shall be  transferred,  within five (5) Business  Days,  to the Plan
Fund,  for the purpose of making  Distributions  to holders of Allowed Claims in
accordance with the terms of this Plan.

     7.06 Interest on Allowed Claims

     Interest  shall not be paid from the Petition  Date on any Allowed  Claims,
unless  there are funds  remaining  in the Estate  after  payment in full of the
principal  amount of all  Allowed  Claims.  In that  event,  interest on Allowed
Claims shall be paid from the Plan Fund as follows:

          (a) First,  interest shall be paid on any Allowed  Priority  Unsecured
     Claim (in  accordance  with the  priority  set forth by Section  507 of the
     Bankruptcy  Code), from the Petition Date through and including the date of
     payment of the Allowed Priority Unsecured Claim, at the rate of ten percent
     (10%) per annum.

          (b) Second,  after  payment of interest  owed on any Allowed  Priority
     Unsecured Claims, interest shall be paid on any Allowed Priority Tax Claim,
     from the Petition  Date through and  including  the date of payment of such
     Allowed  Priority  Tax Claim,  at the lesser of (i) the rate of ten percent
     (10%) per annum, or (ii) the rate specified by Section 6621 of the Internal
     Revenue Code, as such rate may be adjusted from time to time.

          (c) Third,  after  payment of interest  owed on any  Allowed  Priority
     Unsecured Claims and Allowed Priority Tax Claims, interest shall be paid on
     each Allowed General  Unsecured  Claim,  from the Petition Date through and
     including the payment of such Allowed General  Unsecured Claim, at the rate
     of ten percent (10%) per annum.

     7.07 The Committee

     The Committee,  as its membership may be modified or supplemented after the
Confirmation Date, shall continue to act after the Confirmation Date as the duly
appointed and acting  representative  of the holders of General Unsecured Claims
(Class 2) and shall have the rights and  powers  provided  for by this Plan.  In
carrying  out its  responsibilities  under this  Plan,  the  Committee  shall be
entitled to employ such counsel including,  without limitation,  the law firm of
Pachulski,  Stang, Ziehl & Young (counsel retained by the Committee in the Case)
and  other  professionals  as may be  necessary,  in the  exercise  of its  sole
discretion,  to assist it in the performance of its duties under this Plan. Fees
and expenses of professionals employed by the Committee shall be paid from funds
on deposit in the Reserve Fund, in accordance  with the  provisions of Paragraph
7.10 of this Plan.  In the event of a  withdrawal  by a member of the  Committee
after the Confirmation Date, a replacement member shall be promptly appointed by
the remaining members of the Committee.

     7.08 Post-Confirmation Estate Claims

     The right to enforce,  file,  litigate,  collect,  prosecute,  settle,  and
resolve on behalf of the Estate  and the Debtor (at the  expense of the  Estate)
any and all claims and causes of action which constitute  property of the Estate
including, but not limited to, any Avoidance Actions, whether or not such claims
or causes of action are the subject of  litigation  pending as of the  Effective
Date  (collectively,   the   "Post-Confirmation   Estate  Claims"),   is  deemed
automatically transferred from the Debtor and/or the Estate, as the case may be,
to the Committee on the Effective  Date.  From and after the Effective Date, the
Reorganized  Debtor shall have no right to enforce,  prosecute,  file,  collect,
settle,  or resolve any  Post-Confirmation  Estate Claims  (unless  specifically
requested in writing by the Committee to assist the Committee in such regard and
upon satisfactory indemnification).

     Any litigation based upon Post-Confirmation Estate Claims shall be filed no
later than one hundred  eighty (180) days after the  Effective  Date,  or within
such additional  period of time as the Bankruptcy Court may allow upon motion of
the Committee,  after such notice as the Bankruptcy Court may deem  appropriate.
In the event that litigation  based upon any  Post-Confirmation  Estate Claim is
not  timely  commenced,  such  Post-Confirmation  Estate  Claim  shall be deemed
forever   waived  by  the  Estate  and  neither  the  Committee  nor  any  other
party-in-interest  shall have the right to pursue the same;  provided,  however,
that any such  Post-Confirmation  Estate  Claim  may be  utilized  as a  defense
against or offset to any Claim or cause of action  which may be brought  against
the  Estate.   Any  net   proceeds   realized   from  the   litigation   of  any
Post-Confirmation  Estate Claim ("Net Litigation Proceeds") shall be reallocated
to the Plan Fund and made  available  for  distribution  to  holders  of Class 2
Allowed General Unsecured Claims under this Plan.

     Notwithstanding   the   rights   of   the   Committee   with   respect   to
Post-Confirmation  Estate  Claims,  nothing  in  this  Plan  shall  require  the
Committee to prosecute or litigate any such matters, all of which may be decided
by the Committee in its sole discretion.

     Neither  the  Debtor  nor  the   Committee  has  fully   reviewed   whether
Post-Confirmation Estate Claims exist, including, without limitation, whether or
not there are any Avoidance  Actions which may be brought by the Committee after
the Effective Date. This  investigation is on-going and will occur in large part
after the Effective Date. As a result,  Creditors and other  parties-in-interest
should be, and are  pursuant  to the terms of this  Plan,  specifically  advised
that,  notwithstanding  that the existence of any  particular  Post-Confirmation
Estate  Claim  may not be  listed,  disclosed,  or set  forth  in  this  Plan or
Disclosure  Statement,  a Post-Confirmation  Estate Claim may be brought against
any Claimant at any time,  subject to the bar date limitations set forth in this
Plan.

     7.09 Objections to Claims

     The right to prosecute, collect, file, litigate, resolve, and settle Claims
(at the expense of the Estate),  whether pending or the subject of litigation as
of the Effective Date, shall be deemed  automatically  transferred by the Debtor
and/or the Estate,  as the case may be, to the Committee on behalf of the Estate
and the Debtor as of the Effective  Date. From and after the Effective Date, the
Reorganized Debtor shall have no right to file,  prosecute,  litigate, or settle
any objections to Claims, whether or not any such objection is pending as of the
Effective  Date (unless  specifically  requested in writing by the  Committee to
assist the Committee in such regard and upon satisfactory indemnification).

     Objections  to any Priority  Claim shall be filed  within  thirty (30) days
after the  Effective  Date,  or  within  such  additional  period of time as the
Bankruptcy  Court may allow upon motion made after such notice as the Bankruptcy
Court may deem  appropriate.  Objections to any Class 2 General  Unsecured Claim
shall be filed within  forty-five  (45) days after the Effective Date, or within
such  additional  period of time as the  Bankruptcy  Court may allow upon motion
made after such notice as the Bankruptcy  Court may deem  appropriate.  Any such
objection which is not timely filed shall be deemed forever waived by the Estate
and neither the Committee nor any other  party-in-interest  shall have any right
to pursue the same.

     Notwithstanding that the Committee shall have the right to prosecute, file,
litigate,  resolve,  and settle objections to Claims on behalf of the Debtor and
Estate,  nothing  contained  herein shall be deemed to obligate the Committee to
take any such actions,  all of which shall be determined in the Committee's sole
discretion.

     The Debtor has filed a number of  objection  to Disputed  Claims;  however,
neither the Debtor nor the Committee  has fully  reviewed the Claims in the Case
to determine  whether any  additional  objections  to Disputed  Claims should be
filed in this Case. This  investigation  is ongoing and will occur in part after
the Effective Date. As a result, Creditors and other parties-in-interest  should
be, and are  pursuant  to the terms of this  Plan,  specifically  advised  that,
notwithstanding  that the existence of any particular objection to Claim may not
be  listed,  disclosed  or set forth in this Plan or  Disclosure  Statement,  an
objection to Claim may be brought  against any Claimant at any time,  subject to
the bar date limitations set forth in this Plan.

     7.1 Reserve Fund

     On or as soon as practicable  after the Effective  Date, the sum of $75,000
shall be set aside in the Reserve Account to be held by the Disbursing Agent for
the purposes of funding (i) the  estimated  attorneys'  fees and costs and other
estimated  costs of any litigation  which the Committee  intends to pursue after
the  Effective  Date,   including,   without  limitation,   the  prosecution  of
Post-Confirmation  Estate Claims and/or objections to Claims,  (ii) the costs of
disposition  of any Retained  Assets,  and (iii) the expenses that the Committee
may incur in connection with the implementation of this Plan, including, without
limitation, the compensation of the Disbursing Agent.

     In  the  event  that,  after  the  Effective  Date,  the  Committee  should
determine,  in the  exercise of its sole  discretion,  that the initial  $75,000
funding  of the  Reserve  Fund is  insufficient  to fund  the  post-confirmation
expenses  set  forth in this  Paragraph  7.10,  at the  written  request  of the
Committee,  the  Disbursing  Agent  shall  transfer  to  the  Reserve  Fund  any
additional  funds within his  possession or control  requested by the Committee,
but in no event to exceed an additional  sum of $50,000.  The Reserve Fund shall
be established in an interest-bearing account with a financial institution which
is an authorized depository under the United States Trustee guidelines and shall
be under the control of the Disbursing Agent.

     7.2 Payment of Professionals' Fees and Expenses After the Confirmation Date

     Any professional  employed in the Case after the Confirmation Date shall be
entitled  to  obtain  payment  of its  fees  and  costs  as a  post-confirmation
operating expense without the need for any further order of the Bankruptcy Court
with respect thereto. Any professional seeking compensation of post-confirmation
fees and costs shall submit to the Disbursing Agent and serve upon the Committee
and its counsel a billing  statement which shall include  documentation  of fees
and costs which conforms  substantially to the United States Trustee guidelines.
If any party-in-interest fails to file, in the Bankruptcy Court, an objection to
any such billing  statement  within  fifteen (15) days after the service of such
billing statement, the fees and costs requested thereby shall be deemed allowed,
and  the  professional   shall   thereafter   immediately  be  entitled  to  the
compensation requested thereby and the Disbursing Agent shall forthwith pay such
compensation to the professional from the Reserve Fund. If a timely objection to
the  professional's  billing  statement is filed by any  party-in-interest,  the
professional  shall schedule the matter for hearing before the Bankruptcy  Court
and the Bankruptcy Court will determine the merits of the objection.

     If the Disbursing Agent should fail to pay the  post-confirmation  fees and
costs of any professional entitled to such payment within thirty (30) days after
the professional's rendering of its billing statement, the professional shall be
entitled to seek an order of the Bankruptcy Court requiring the Disbursing Agent
to forthwith pay such fees and costs to the  professional  by filing a motion to
compel the payment of the professional's Claim.

     7.3  Filing of  Post-Confirmation  Reports;  Committee's  Certificate;  and
Termination of Reserve Fund

     The  Committee  shall  file  and  serve  upon  the  Disbursing  Agent,  the
Reorganized  Debtor and its counsel,  not less frequently than every ninety (90)
days  after  the  Effective   Date,  a  report   regarding  the  status  of  the
administration  of the Case.  Such report shall include,  among other things,  a
narrative  regarding  the  status of the  prosecution  of any  Post-Confirmation
Estate Claims and any  objections to Claims.  As soon as reasonably  practicable
after the  Committee  determines  in its  discretion  that all Allowed  Priority
Claims have been duly paid, all  Post-Confirmation  Estate Claims and objections
to Claims have been resolved by Final Order,  and that all Retained  Assets have
been  appropriately  disposed  of or that no  further  action  should  be  taken
relative  thereto,  the Committee shall file and serve upon the Disbursing Agent
and the  Reorganized  Debtor and its  counsel a  certificate  attesting  to such
determination ("Committee's Certificate").  Within the later of thirty (30) days
after the filing of the  Committee's  Certificate or ten (10) days after payment
to professionals of their final  post-confirmation  fees, the Reserve Fund shall
be terminated, and any remaining funds contained therein shall be reallocated to
the Plan Fund for  distribution to the holders of Allowed Claims as provided for
by this Plan  ("Final  Distribution"),  which Final  Distribution  shall be made
within thirty (30) days thereafter, or at such later time as is practical.

     7.4 Closing of the Case

     Promptly  after  the  making of any  Unclaimed  Distributions  pursuant  to
Paragraph  7.14 of this  Plan,  the  Committee  shall  file  with  the  Court an
application for a final decree, closing the Case.

     7.5 Unclaimed Distributions

     Distributions  to  holders  of  Allowed  Claims  shall be made:  (a) at the
addresses  set forth in the Proofs of Claim  filed by the  Claimant;  (b) at the
addresses set forth in any written  notices of address  change  delivered to the
Debtor or the  Disbursing  Agent  after the date on which any  related  Proof of
Claim was filed; or (c) at the addresses  reflected in the Schedules relating to
the applicable Allowed Claim if no Proof of Claim has been filed by the Claimant
and neither the Debtor nor the Disbursing Agent has received a written notice of
a change of address. Neither the Debtor, the Committee, nor the Disbursing Agent
shall be  required  to  perform  any  investigation  or inquiry as to the proper
address for such Creditor if the address  stated in the Proof of Claim,  written
notice of change of address, or in the Schedules is incorrect.

     Any unclaimed Distribution  ("Unclaimed  Distribution")  provided for under
this  Plan  (which  shall  include  (i)  checks  which  have  been  returned  as
undeliverable  without a proper forwarding  address,  (ii) checks which were not
mailed or delivered  because of the absence of a proper address to which to mail
or deliver the same, or (iii) checks which remain unclaimed for period of ninety
(90)  days)  shall  be  deposited  by the  Disbursing  Agent  into an  Unclaimed
Distribution  reserve account ("Unclaimed  Distribution  Reserve") to be held in
trust for the benefit of the holders of Allowed  Claims  entitled  thereto under
the terms of this Plan.  For the  earlier to occur of (i) two (2) years  after a
Distribution  is deposited  into the  Unclaimed  Distribution  Reserve,  or (ii)
ninety (90) days after the making of the Final Distribution under this Plan (the
"Unclaimed  Distribution Holding Period"),  such Unclaimed Distribution shall be
held in the Unclaimed  Distribution Reserve for the benefit of the holder of the
Allowed Claim who failed to previously claim such Unclaimed Distribution.  After
the  expiration of the Unclaimed  Distribution  Holding  Period for an Unclaimed
Distribution,  such Unclaimed Distribution shall be transferred to the Plan Fund
and a  Distribution  thereof  shall be made to  holders  of  Allowed  Claims  as
provided for by this Plan, and the holders of Allowed Claims otherwise  entitled
to such  Unclaimed  Distributions  shall cease to be entitled  thereto and their
Claims based thereon shall be deemed waived and forever barred. After the making
of all  Distributions  required by this Plan, the Plan Fund shall be terminated,
and any remaining funds contained  therein shall be paid over to the Reorganized
Debtor.

     7.6

     [INTENTIONALLY OMITTED]

     7.7 Disposition of Retained Assets

     The Committee shall be entitled to sell, transfer, or otherwise dispose of,
on behalf of the Debtor and the Estate,  non-Cash  assets retained by the Estate
as of the  Effective  Date,  excluding  all of the  Debtor's  right,  title  and
interest in, to and under the InfiniCom Stock Agreement ("Retained Assets"). The
Committee  shall have no  obligation to pursue the  disposition  of any Retained
Asset, and the Committee shall have no liability for actions taken or omitted to
be taken with respect to the disposition of any Retained  Asset,  other than for
its willful  misconduct or fraud.  In the event that any such Retained  Asset is
not disposed of within one hundred eighty (180) days after the Effective Date or
within such  additional  period of time as the  Bankruptcy  Court may allow upon
motion made after such notice as the Bankruptcy Court may deem appropriate, such
Retained Asset shall be deemed to be abandoned and of no value to the Estate.

     7.8 Compromise of Controversies

     Bankruptcy Court approval of compromises of any  controversies  relating to
objections  to  Claims,  Post-Confirmation  Estate  Claims,  and any  litigation
pending after the Confirmation  Date may be obtained on an expedited basis after
the Confirmation Date. Notice of any such proposed  compromise shall be provided
to the  following  entities:  (i) the  Committee  members  and  the  Committee's
counsel;  (ii) the Disbursing Agent;  (iii) the United States Trustee;  and (iv)
any  Creditor  who files and serves upon the Debtor,  the  Committee,  and their
respective  counsel a request for special notice of any such  compromises  after
the Confirmation Date. Objections to any such proposed compromise shall be filed
within fifteen (15) days after service of the notice of the proposed compromise.
In the event that no objections to the proposed compromise are timely filed, the
compromise  shall  be  deemed  approved,  and an  order  may be  entered  by the
Bankruptcy  Court approving the compromise,  without the need for further notice
or hearing with respect thereto.

     7.9 De Minimis Distributions

     The Disbursing  Agent shall not be required to make a  Distribution  to any
Creditor if the amount of Cash to be  distributed  to the  Creditor is less than
$15.00. Such Creditor shall have its Claim for such Distribution discharged, and
such Creditor  shall be forever barred from asserting any such Claim against the
Debtor,  the  Reorganized  Debtor,  or the  Estate.  Any such  Cash  held by the
Disbursing  Agent shall be  reallocated to the Plan Fund for  distribution  on a
pro-rata basis to other Creditors. When no further Distributions are required to
be made  under  this Plan,  any  remaining  funds  shall be  distributed  to the
Reorganized Debtor.

     7.10 Bankruptcy Court Approval Relative to Post-Confirmation Matters

     Nothing  contained in this Plan shall be deemed to impair in any manner the
right of any party-in-interest, including, without limitation, the Committee, to
seek at any time after the  Confirmation  Date  orders of the  Bankruptcy  Court
approving  actions to be taken  consistent with this Plan as may be necessary or
desirable to effectuate the provisions of this Plan.

     7.11 Setoffs

     Pursuant to Section 553 of the Bankruptcy Code or applicable non-bankruptcy
law, the Committee,  acting on behalf of the Debtor and the Estate,  may set off
against any Allowed Claim and  Distributions to be made pursuant to this Plan on
account of such Allowed  Claim  (before any  Distribution  is made on account of
such Allowed Claim), any account stated,  claim, right, or cause of action which
the Debtor or the Estate may possess  against the holder of such Allowed  Claim;
provided,  however,  that  neither  the  failure to effect such a setoff nor the
allowance of any Claim shall  constitute a waiver or release by the Debtor,  the
Estate, or the Committee of any such account,  claim, right, and cause of action
that the Debtor or the Estate may  possess  against  the holder of such  Allowed
Claim.  To the extent that the  Committee  in allowing a Claim fails to effect a
setoff with a Creditor and seeks to collect a claim from such  Creditor  after a
Distribution to such Creditor pursuant to this Plan on account of the Creditor's
Allowed  Claim,  the  Committee  shall be entitled to full recovery on its claim
against such  Creditor,  notwithstanding  any payment in full of the  Creditor's
Allowed Claim pursuant to this Plan.

     7.12 Cash Payments

     Cash payments made pursuant to this Plan shall be in United States  dollars
by checks drawn on a domestic bank selected by the  Disbursing  Agent or by wire
transfer from a domestic bank, at the option of the Disbursing Agent.

     7.13 Management of the Reorganized Debtor

     The key management of the Reorganized  Debtor,  and the  compensation to be
paid to such  managers,  is set forth in detail in Article XV of the  Disclosure
Statement.

     7.14 Remedy Upon Any Default Under this Plan

     In the event that any  Creditor is not paid a  Distribution  to which it is
entitled  pursuant  to the terms of this  Plan,  such  Creditor  may file in the
Bankruptcy  Court a motion to obtain  any  appropriate  relief  based  upon such
default after  providing to the Disbursing  Agent not less than thirty (30) days
written notice of and opportunity to cure such default.

     7.15 Further Assurances by Reorganized Debtor

     The  Reorganized   Debtor  shall  cooperate  with  the  Committee  and  the
Disbursing  Agent and shall  take any and all  actions,  and shall  execute  and
deliver any and all documents and  instruments,  appropriate  to facilitate  the
effectuating of this Plan, including,  without limitation, by taking any actions
required  on its part to cause all  assets  of the  Estate  which  come into its
possession or control to be transferred promptly to the Disbursing Agent.

     7.16  Severability  of Provisions  Relating to InfiniCom or InfiniCom Stock
Agreement

     Notwithstanding  any  provision to the contrary  contained in this Plan, in
the event that the InfiniCom  Stock  Agreement is terminated in accordance  with
the terms of the InfiniCom  Stock  Agreement,  the Debtor,  with the Committee's
consent (which consent shall not be unreasonably withheld), shall have the right
to  elect  to  cause  this  Plan  to  be  effective,  notwithstanding  any  such
termination  of the InfiniCom  Stock  Agreement,  by filing with the  Bankruptcy
Court a notice of such election,  in which event the Plan shall become effective
as provided herein,  save and except only for any provisions  hereof relating to
InfiniCom or to the  InfiniCom  Stock  Agreement  which  provisions  (including,
without  limitation,  the provisions  relating to InfiniCom and to the InfiniCom
Stock Agreement  contained in Paragraph 6.02 hereof) shall be deemed to be void,
of no effect and to have been severed from this Plan.

     7.17 Change of Name

     In the event that the  Debtor  should  sell the  Debtor's  corporate  name,
"Scoop,  Inc.," the Debtor shall cease using such corporate name and adopt a new
name with the approval of InfiniCom,  which approval  shall not be  unreasonably
withheld.

     7.18 Cancellation of Shares and Warrants

     Upon the Closing  Date,  all  outstanding  options and  warrants to acquire
stock in the Debtor shall be canceled automatically and without any need to give
any notice thereof to the holders of such options and warrants,  and the holders
of such options or warrants  shall have, on account of such options or warrants,
no right to acquire  any stock in the  Reorganized  Debtor.  Any Claim which may
arise as a result of any such  cancellation  of any options or warrants shall be
filed and served upon the Committee and counsel for the Committee  within thirty
(30) days after the Effective Date. In the event that any such Proof of Claim is
not  filed  and  served  as  set  forth  herein,  such  Claim  shall  be  deemed
conclusively  to be waived  and  shall be  forever  barred in the Case,  without
further notice. Claims timely asserted hereunder arising out of the rejection of
executory  contracts or  unexpired  leases shall be deemed to be Class 2 General
Unsecured Claims under this Plan but shall not  automatically  become an Allowed
Claim.

     In the event that the InfiniCom  Stock  Agreement  should be terminated and
this Plan become  effective  pursuant to the  provisions of Section 7.25 of this
Plan,  the rights of the holders of such  options or  warrants  pursuant to such
options and  warrants  shall not be altered by this Plan and the holders of such
options and warrants shall retain all of the rights which they may have pursuant
to such options or warrants.

                                      VIII.
                                DISBURSING AGENT

     The terms of the appointment of the Disbursing  Agent under this Plan shall
be as follows:

     8.01 Appointment of Disbursing Agent

     Bruce W. Ballenger shall be appointed to act as Disbursing Agent under this
Plan,  effective  as of the  Effective  Date.  The  Disbursing  Agent  shall  be
responsible for  administering  (subject to the terms of this Plan) all funds in
the Plan Fund,  the Disputed  Priority  Claims  Reserve,  the  Disputed  General
Unsecured  Claims  Reserve,  the Reserve Fund,  and the  Unclaimed  Distribution
Reserve,  and shall be  responsible  for making all  Distributions  to Creditors
(including  professionals) pursuant to this Plan. All accounts maintained by the
Disbursing Agent shall specifically state that they are trust accounts and shall
not be  commingled.  The  Disbursing  Agent shall be  entitled  to exercise  the
following  rights and powers in  carrying  out his  responsibilities  under this
Plan:

     8.02 Distributions in Accordance With Claims Docket

     Except as set forth to the contrary in Paragraphs 8.03 and 8.04 hereof, the
Disbursing  Agent may make  Distributions  with respect to a Claim in accordance
with,  and in reliance on, the Claims docket and  Schedules,  unless there is an
objection  pending  with  respect to such Claim.  All checks and  correspondence
therewith shall reference that the checks must be cashed within ninety (90) days
of their date.

     8.03 Preliminary Schedule of Proposed Distributions

     The  Disbursing  Agent  shall  prepare,  and  provide to the  Committee,  a
preliminary  schedule  of proposed  Distributions  to  Creditors  ("Distribution
Schedule") at least five (5) days prior to the making of any such Distributions.
No  Distribution  shall be made  without  the  written  approval  thereof by the
Committee. In the event that the Committee objects to the making of any proposed
Distribution set forth on the Distribution  Schedule, the Disbursing Agent shall
not make such  Distribution  until such objection is resolved with the Committee
or an order of the Bankruptcy  Court approving such  Distribution is obtained by
the  Disbursing  Agent.  Notwithstanding  the  foregoing,  it  shall be the sole
responsibility   of  the   Disbursing   Agent  to  determine   the  accuracy  of
Distributions  to be made pursuant to this Plan, and the Committee shall have no
responsibility  therefor. In the event that the Disbursing Agent so desires, the
Disbursing  Agent shall be entitled to seek,  on an ex parte basis,  an order of
the Bankruptcy Court approving the making of the  Distributions  pursuant to the
Distribution Schedule.

     8.04 Reporting to Committee

     The Disbursing Agent shall provide to the Committee  reports  regarding the
funds controlled by the Disbursing Agent and  Distributions  under this Plan, as
may be reasonably requested by the Committee.

     8.05 Employment of Agents

     With the consent of the  Committee or upon order of the  Bankruptcy  Court,
the Disbursing Agent may employ and act through agents and confer upon them such
power and  authority as may be necessary or advisable to fulfill the  Disbursing
Agent's  obligations  hereunder and may  compensate  such agents and charge such
expenses,  to the extent such expenses are reasonable,  from funds on deposit in
the Reserve Fund.

     8.06 Investment of Funds

     To the extent  practicable,  the Disbursing Agent shall invest funds in the
Plan Fund, the Disputed Priority Claims Reserve,  the Disputed General Unsecured
Claims Reserve, the Reserve Fund, and the Unclaimed  Distribution Reserve in any
manner  permitted by the Bankruptcy  Code, and any order of the Bankruptcy Court
that may establish investment guidelines for funds of the Estate.

     8.07 Employment and Compensation of Disbursing Agent

     The Disbursing  Agent's fee shall be capped at one and one-half  percent (1
1/2%) of  Distributions  made on account of Allowed Claims.  In addition to such
fee,  the  Disbursing  Agent shall be entitled to obtain  reimbursement  for his
expenses  incurred in connection  with the performance of his duties pursuant to
this Plan (including,  without  limitation,  for any expense associated with the
bond  required  by  Paragraph  8.08  hereof).  The  Disbursing  Agent may obtain
compensation and  reimbursement  for his expenses by filing a billing  statement
setting  forth  his  entitlement  to  such  compensation  and  reimbursement  of
expenses,  and by  serving  such  billing  statement  upon  the  members  of the
Committee and the Committee's counsel. If any party-in-interest fails to file in
the Bankruptcy  Court an objection to any such billing  statement within fifteen
(15) days after service of such billing  statement,  the Disbursing  Agent shall
thereafter immediately be entitled to the compensation requested thereby and the
Disbursing  Agent shall be entitled to forthwith  withdraw from the Reserve Fund
funds  sufficient  to  pay  such  compensation.  If a  timely  objection  to the
Disbursing  Agent's  billing  statement is filed by any  party-in-interest,  the
Disbursing  Agent shall  schedule the matter for hearing  before the  Bankruptcy
Court and the Bankruptcy Court will determine the merits of the objection.

     8.08 Disbursing Agent's Bond

     The Disbursing Agent shall be bonded at the expense of the Estate, with the
amount of such bond set in the  amount of the funds on hand in the Estate on the
Effective Date,  subject to reduction as Distributions are made pursuant to this
Plan.

     8.09 Compliance with Tax Requirements

     To the extent  applicable,  the Disbursing  Agent shall comply with all tax
withholding  and  reporting  requirements  imposed upon him by any  governmental
unit, and all  Distributions  pursuant to this Plan shall be subject to such tax
withholding and reporting requirements.

     8.10 Resignation

     The  Disbursing  Agent may resign at any time at will upon thirty (30) days
written notice to the members of the Committee and the Committee's  counsel. The
resigning  Disbursing Agent shall be entitled to retain any compensation paid to
him prior to his  resignation  and shall also be entitled to fees owed to him at
the time of his resignation.  Upon any resignation of the Disbursing  Agent, the
Committee,  after  consultation  with the Office of the United  States  Trustee,
shall appoint a replacement Disbursing Agent.

     8.11 Reorganized Debtor's Non-Responsibility for Distributions

     The Reorganized  Debtor shall have no responsibility  for the making of any
of the Distributions  provided for by this Plan, and shall have no liability for
any failure by the Disbursing  Agent or by any other entity to properly make the
Distributions provided for by this Plan.

     8.12   Reorganized    Debtor's    Non-Liability    for    Post-Confirmation
Administrative Expense

     The Reorganized  Debtor shall have no liability for any expense that may be
incurred after the Confirmation Date by the Disbursing Agent or by the Committee
in connection with the administration of this Plan.

                                       IX.
                   REQUEST FOR FINDINGS OF FAIR AND EQUITABLE
                          TREATMENT OF IMPAIRED CLASSES

     The Debtor,  as the proponent of this Plan,  hereby  requests,  pursuant to
Section  1129(b) of the  Bankruptcy  Code,  that the  Bankruptcy  Court find and
determine that the provisions of this Plan provide fair and equitable  treatment
to those  Classes  which are  impaired  under  this Plan and which  elect not to
accept  this  Plan,   and  that  the   Bankruptcy   Court   confirm   this  Plan
notwithstanding  the requirement of Section 1129(a)(8) of the Bankruptcy Code as
to such Classes.

                                       X.
              CONDITIONS PRECEDENT TO DISTRIBUTIONS UNDER THE PLAN

     In addition to any other terms and  conditions set forth in this Plan or in
the Confirmation Order, the following shall constitute  conditions  precedent to
any Creditor's right to participate in the Distributions under this Plan.

     10.01 Further Assurances by Creditor

     As a condition to participation in the  Distributions  under this Plan, all
Creditors shall execute and deliver to the Committee or the Disbursing Agent, or
join  in the  execution  and  delivery  of,  any  document  appropriate  for the
consummation of this Plan.

     10.02 Creditor's  Payment of Obligations to Debtor or Turn Over of Property
to the Estate

     As a condition to participation in the  Distributions  under this Plan, any
Creditor from which property is recoverable under Sections 542, 543, 550, or 553
of the  Bankruptcy  Code,  or  otherwise,  or that is a transferee of a transfer
avoidable under Sections 522, 544, 545, 547, 548, or 549 of the Bankruptcy Code,
or otherwise, shall pay the amount or turn over any such property for which such
entity or transferee is liable to the Debtor under  Sections 522, 542, 543, 550,
or 553 of the Bankruptcy Code, or otherwise.

     10.03 Wage  Claimants' and other  Creditors'  Execution and Delivery of W-4
and Related Forms

     Notwithstanding  anything  to the  contrary  contained  in this Plan,  as a
condition  to  participation  in the  Distributions  under this  Plan,  any Wage
Claimant  or any  other  Creditor,  whether  the  holder of an  Allowed  General
Unsecured Claim,  Allowed Priority Claim, or otherwise,  shall duly fill out and
return to the Disbursing Agent a W-4 claim form, or any other tax reporting form
as may be reasonably  requested by the Disbursing Agent. No Distributions  shall
be paid with respect to the Allowed Claim of any Wage Claimant or other Creditor
until  fourteen (14) days after the W-4 form and any other tax  reporting  forms
which the  Disbursing  Agent provides to the Wage Claimant or other Creditor are
returned,  properly completed, to the Disbursing Agent. If any such W-4 forms or
other tax reporting  forms are not returned to the Disbursing  Agent by the Wage
Claimant or other Creditor  within sixty (60) days after the Disbursing  Agent's
providing  of such  forms  to the Wage  Claimant  or  other  Creditor,  the Wage
Claimant or other Creditor otherwise  entitled to Distributions  under this Plan
shall cease to be entitled  thereto,  and their  Claims based  thereon  shall be
deemed to be, and shall be, waived, forever barred, and automatically disallowed
with no need for any  further  action  by the  Disbursing  Agent or order of the
Bankruptcy Court.

                                       XI.
                              MODIFICATION OF PLAN

     The Debtor may propose amendments or modifications of this Plan at any time
prior to the Confirmation  Date with leave of the Bankruptcy Court and upon such
notice as the Bankruptcy Court requires;  provided,  however, that any amendment
or modification of this Plan which affects materially the rights of InfiniCom or
24STORE pursuant to the InfiniCom Stock Agreement or this Plan shall require the
written consent of InfiniCom,  which consent shall not be unreasonably withheld.
After the Confirmation  Date, the Reorganized  Debtor or the Committee may, with
the approval of the Bankruptcy  Court,  and so long as it does not materially or
adversely affect the interests of Creditors or Equity Security  Holders,  remedy
any defect or omission, or reconcile any inconsistencies in this Plan, or in the
Confirmation Order, in such manner as may be necessary to carry out the purposes
and  effect  of  this  Plan.  If  the  Bankruptcy   Court   determines   that  a
post-confirmation  modification  of this  Plan is in the  best  interest  of the
Estate and the  Creditors,  even after  substantial  consummation  of this Plan,
then,  notwithstanding the provisions of Section 1127(b) of the Bankruptcy Code,
the Bankruptcy Court may authorize such  modification of this Plan, after notice
and a hearing, in such manner and under such conditions, as the Bankruptcy Court
deems appropriate.

                                      XII.
              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     12.01 Executory Contracts and Unexpired Leases to be Rejected

     On the Confirmation  Date, except for the InfiniCom Stock Agreement and for
any  executory  contract or  unexpired  lease  specifically  assumed or rejected
pursuant to a prior order of the Bankruptcy  Court,  each executory  contract or
unexpired  lease  entered into by the Debtor prior to the Petition Date that has
not previously  expired or terminated  pursuant to its own terms shall be deemed
rejected pursuant to Section 365 of the Bankruptcy Code. The Confirmation  Order
shall  constitute an order of the  Bankruptcy  Court  approving the rejection of
such executory  contracts and unexpired  leases,  pursuant to Section 365 of the
Bankruptcy Code.

     12.02 Proofs of Claim for  Rejection  of  Executory  Contracts or Unexpired
Leases

     Proofs of Claim for any  Claims  arising  by  reason  of any  rejection  of
executory  contracts or unexpired  leases pursuant to this Plan or pursuant to a
prior order of the Bankruptcy Court shall be filed and served upon the Committee
and counsel for the Committee  within thirty (30) days after the Effective Date.
In the event  that any such  Proof of Claim is not filed and served as set forth
herein,  such  Claim  shall be deemed  conclusively  to be  waived  and shall be
forever  barred in the Case,  without  further  notice.  Claims timely  asserted
hereunder  arising out of the  rejection  of  executory  contracts  or unexpired
leases  shall be deemed to be Class 2 General  Unsecured  Claims under this Plan
but shall not automatically become an Allowed Claim.

                                      XIII.
                             EFFECT OF CONFIRMATION

     Confirmation of this Plan, shall have, inter alia, the following effects:

     13.01 Vesting of Property

     Except as set forth in this Plan to the contrary,  on the  Effective  Date,
the property of the Estate  (except  only for the rights of the Equity  Security
Holders and InfiniCom  pursuant to the InfiniCom Stock  Agreement) shall vest in
the  Committee,  as agent for the Debtor and the  Estate,  free and clear of any
Claims,  liens,  or  interests  of  Creditors,  parties-in-interest,  and  other
entities.

     13.02 Property Free and Clear of Claims

     Except as set forth in this Plan to the contrary,  all property  dealt with
under this Plan shall be distributed  free and clear of all Claims,  liens,  and
interests of Creditors, parties-in-interest, and other entities.

     13.03 Binding Effect of Plan

     The  provisions of this Plan shall be binding upon each Creditor and Equity
Security  Holder,  whether or not the Claim of such Creditor or Interest of such
Equity  Security  Holder is  impaired  under this Plan,  and whether or not such
Creditor or Equity Security Holder has accepted this Plan.

     13.04 Effect of Section 1141 of the Bankruptcy Code

     From and after the  Confirmation  Date, the Debtor shall be discharged from
any and all debts  dischargeable  under Section 1141(d) of the Bankruptcy  Code,
and confirmation of this Plan, which shall occur on the Confirmation Date, shall
otherwise  have all of the effects  provided in Section  1141 of the  Bankruptcy
Code which are not inconsistent with the terms of this Plan.

     13.05 Discharge

     Except as set forth in this Plan to the  contrary,  all debts of the Debtor
that arose at any time before the entry of the  Confirmation  Order,  including,
without limitation, all principal and interest which accrued before the Petition
Date,  shall be discharged  pursuant to the provisions of Section  1141(d)(1) of
the  Bankruptcy  Code. The discharge of the Debtor shall be effective as to each
Claim  regardless of whether a Proof of Claim  respecting  that Claim was filed,
whether  the Claim was an  Allowed  Claim,  or  whether  the holder of the Claim
accepted this Plan.

     13.06 Injunction

     Except as otherwise provided in this Plan or in the Confirmation Order, the
rights  afforded in this Plan and the treatment of all Claims in this Plan shall
be in exchange for and in complete satisfaction,  discharge,  and release of all
Claims  (including  Administrative  Claims and any interest accrued on any Claim
from and after the Petition  Date)  against the Debtor and any of its assets and
properties.  Except as  otherwise  provided in this Plan or in the  Confirmation
Order, on the  Confirmation  Date, all  substantive  rights of holders of Claims
shall be terminated,  and the Debtor shall be deemed  discharged and released to
the fullest  extent  permitted by Sections 524 and 1141 of the  Bankruptcy  Code
from  all  Claims  that  arose  before  the  Confirmation  Date  (including  any
Administrative  Claims and any interest accrued on any Claims from and after the
Petition  Date)  against  the Debtor and any of its assets and  properties.  All
Creditors  shall be precluded from  asserting  against the Debtor and its assets
and properties,  any other or further Claims or Administrative Claims based upon
any act or omission,  transaction,  or other activity of any kind or nature that
occurred  prior to the  Confirmation  Date,  and such  discharge  shall void any
judgment  against  the Debtor or the Estate at any time  obtained  to the extent
that it relates to a Claim or Administrative Claim discharged.

     Except as otherwise provided in this Plan or in the Confirmation  Order, on
and after the Confirmation Date, all Creditors who have held,  currently hold or
who may hold a Claim or Administrative  Claim discharged or terminated  pursuant
to the  terms of this  Plan are  permanently  enjoined  from  taking  any of the
following  actions  on account of any such  discharged  Claim or  Administrative
Claim: (i) commencing or continuing in any manner any action or other proceeding
against the Debtor,  the Estate,  the Reorganized  Debtor,  or their  respective
successors,  assets, or properties;  (ii) enforcing,  attaching,  collecting, or
recovering  in any manner any  judgment,  award,  decree,  or order  against the
Debtor,  the Estate,  the Reorganized  Debtor,  or their respective  successors,
assets,  or properties;  (iii)  creating,  perfecting,  or enforcing any lien or
encumbrance  against the Debtor,  the Estate,  the Reorganized  Debtor, or their
respective successors,  assets, or properties;  (iv) asserting any setoff, right
of  subrogation,  or recoupment of any kind against any  obligation  owed to the
Debtor,  the Estate,  the Reorganized  Debtor,  or their respective  successors,
assets,  or  properties;   and  (v)  commencing  or  continuing  any  action  or
proceeding,  in any  manner,  in any  place,  that  does not  comply  with or is
inconsistent  with the provisions of this Plan or the  Confirmation  Order.  Any
entity,  including the Debtor, the Committee, or the Reorganized Debtor, injured
by any violation of such  injunction  shall recover  actual  damages,  including
costs and  attorneys'  fees  and,  in  appropriate  circumstances,  may  recover
punitive damages, from the violator.

     13.07 Liquidating Plan

     Notwithstanding  the provisions of Paragraph 13.04, 13.05 and 13.06 hereof,
in accordance with the provisions of Section  1141(d)(3) of the Bankruptcy Code,
confirmation  of this Plan shall not result in a discharge  of the Debtor in the
event that this Plan becomes  effective  pursuant to the provisions of Paragraph
7.25 of  this  Plan  notwithstanding  any  termination  of the  InfiniCom  Stock
Agreement.

                                      XIV.
                            RETENTION OF JURISDICTION

     Until this Plan has been fully  consummated,  the  Bankruptcy  Court  shall
retain jurisdiction for, but not limited to, the following purposes:

     14.01  The   classification   of  the  Claim  of  any   Claimant   and  the
re-examination of Claims which have been allowed for the purposes of determining
acceptance  of  this  Plan  at the  time  of the  Confirmation  Hearing  and the
determination  of such objections as may be filed to Claims.  The failure by the
Debtor or the  Committee to object to or to examine any Claim for the purpose of
determining  acceptance  of this Plan  shall not be deemed to be a waiver of the
right of the Debtor or the Committee to object to or to re-examine  the Claim in
whole or in part.

     14.02 The  allowance of any Claim for damages by reason of the rejection of
any executory contract or unexpired lease.

     14.03 The  determination  of all questions and disputes  regarding title to
the assets of the Debtor, the Estate, or the Committee, and the determination of
all causes of action,  controversies,  disputes,  or  conflicts,  whether or not
subject to any action pending as of the  Confirmation  Date, in which the Debtor
or the  Committee  is a party,  including,  but not  limited  to, any  Avoidance
Actions.

     14.04 The  correction  of any defect,  the curing of any  omission,  or the
reconciliation of any inconsistency in this Plan or in the Confirmation Order as
may be necessary to carry out the purposes and intent of this Plan.

     14.05 The  modification  of this Plan after  confirmation  pursuant  to the
Bankruptcy  Code and the  Bankruptcy  Rules,  or if in the best interests of the
Estate  and the  Creditors,  modification  of this Plan even after this Plan has
been substantially consummated.

     14.06 The  enforcement  and  interpretation  of the terms and conditions of
this Plan or the Confirmation  Order, and the  determination of such matters and
the  making of such  orders  consistent  with this Plan as may be  necessary  or
desirable to effectuate the provisions of this Plan.

     14.07 The determination, either before or after the closing of the Case, of
any Claims concerning  state,  local, and federal taxes pursuant to Section 346,
505,  525,  or 1146 of the  Bankruptcy  Code or other  applicable  law,  and the
Debtor's,  Reorganized  Debtor's,  or  Estate's  entitlement,  if  any,  to  tax
attributes  which may have been  property of the Estate,  either before or after
the closing of the Case.

     14.08 The shortening or extension,  for cause,  of the time fixed for doing
any act or thing under this Plan,  on such  notice,  if any,  as the  Bankruptcy
Court shall determine to be appropriate.

     14.09  The  entry  of  any  order,  including,   without  limitation,   any
injunction, to enforce the title, rights, and powers of the Debtor,  Reorganized
Debtor,  or  the  Committee  and  such  limitations,  restrictions,  terms,  and
conditions of such title,  rights,  and powers as the Bankruptcy  Court may deem
necessary.

     14.10 The  determination  of any disputes  arising under or relating to any
order entered by the Bankruptcy Court in the Case.

     14.11 The entry of any order of the  Bankruptcy  Court  approving the sale,
assignment, transfer, or other disposition of any Retained Assets.

     14.12  The   allowance   of   compensation   to   professionals   or  other
Administrative Claims.

     14.13 The  determination of the validity,  extent, or priority of any liens
and security interests against property of the Debtor or the Estate.

     14.14 The  determination  of all actions and  proceedings  which  relate to
pre-confirmation  matters affecting the Debtor or the Estate whether such action
or proceeding is brought before or after the Effective Date.

     14.15 The liquidation or allowance of any Claim.

     14.16 The determination of all questions and disputes regarding  collection
of assets of the Debtor or the Estate as of the Confirmation Date.

     14.17 The entry of an order concluding and terminating the Case.

                                       XV.
          DESIGNATION OF THE COMMITTEE AS REPRESENTATIVE OF THE ESTATE

     Pursuant to Section  1123(b)(3)(B) of the Bankruptcy Code, the Committee is
hereby designated as the representative of the Estate of the Debtor.

                                      XVI.
                    PROVISIONS OF THE PLAN WHICH MAY AFFECT,
                    ALTER, OR MODIFY THE RIGHTS OF CREDITORS

     16.01 Fines and Penalties

     Except as provided to the contrary in Section 726 of the  Bankruptcy  Code,
no penalty,  fine, exemplary or punitive damage, or other similar charge claimed
by any  Claimant  shall be  compensable  by the Debtor or the Estate,  or out of
property of the Debtor or the Estate.

     16.02 Implementation of Section 1142 of the Bankruptcy Code

     Pursuant to Section  1142(a),  the Committee is authorized to carry out the
terms of this Plan.  All  Claimants  shall,  pursuant to Section  1142(b) of the
Bankruptcy Code, execute and deliver,  or join in the execution and delivery of,
any instrument or document  appropriate to effectuate this Plan, and perform any
other act that is appropriate  for the  consummation of this Plan. To the extent
that any Claimant fails to comply with this provision,  the Reorganized  Debtor,
the  Disbursing  Agent,  or the  Committee  shall be entitled  to obtain,  on an
expedited  basis, an order from the Bankruptcy  Court  compelling the Claimant's
compliance with these  provisions,  and,  during the time period  encompassed by
such Claimant's  non-compliance,  no payment shall be made to the  non-complying
Claimant  under  this  Plan,  and  any  such  non-complying  Claimant  shall  be
responsible for all costs and damages  incurred by the Reorganized  Debtor,  the
Disbursing Agent, or the Committee as a result of such Claimant's non-compliance
with these provisions.

                                      XVII.
                              RESERVATION OF RIGHTS

     Nothing  contained  in this Plan or in the  Disclosure  Statement  provided
concurrently  herewith  shall be deemed to be an  admission by the Debtor or the
Committee.  The Debtor and the  Committee  reserve any and all rights which they
may have to object to any Claim.  The Debtor reserves the right to withdraw this
Plan at any time prior to the Confirmation Date.

                                     XVIII.
                            MISCELLANEOUS PROVISIONS

     18.01  Interpretation,  Rules of  Construction,  Computation  of Time,  and
Choice of Law

          (a) The  provisions  of this Plan shall  control over any  description
     thereof contained in the Disclosure Statement.

          (b) Any term used in this Plan that is not  defined in this Plan,  but
     that is used in the  Bankruptcy  Code or in the  Bankruptcy  Rules  has the
     meaning assigned to that term in (and shall be construed in accordance with
     the rules of  construction  under) the  Bankruptcy  Code or the  Bankruptcy
     Rules. Without limiting the foregoing,  the rules of construction set forth
     in Section 102 of the Bankruptcy  Code shall apply hereto.  The definitions
     and rules of construction  contained  herein do not apply to the Disclosure
     Statement or to the exhibits to this Plan except to the extent expressly so
     stated in the Disclosure Statement or in each exhibit to this Plan.

          (c) Unless specified otherwise in a particular reference in this Plan,
     the words "herein,"  "hereof," "hereto," and others of similar import refer
     to this Plan as a whole and not to any particular paragraph,  subparagraph,
     or clause contained in this Plan.

          (d) Unless specified otherwise in a particular reference in this Plan,
     all  references in this Plan to paragraphs  and exhibits are  references to
     paragraphs and exhibits of or to this Plan.

          (e) Any reference in this Plan to a contract,  agreement,  instrument,
     or other  document  being in a particular  form or on particular  terms and
     conditions  means that such document shall be substantially in such form or
     substantially on such terms and conditions.

          (f) Any  reference  in this Plan to an  existing  document  or exhibit
     filed or to be filed means such document or exhibit,  as it may be amended,
     restated, modified, or supplemented as of the Confirmation Date.

          (g) Captions and headings to  paragraphs in this Plan are inserted for
     convenience of reference  only and shall neither  constitute a part of this
     Plan nor in any way affect the interpretation of any provisions hereof.

          (h) Whenever from the context it is  appropriate,  each term stated in
     either the singular or the plural  shall  include both the singular and the
     plural.

          (i) In  computing  any  period of time  prescribed  or allowed by this
     Plan,  the  provisions  of Rule 9006(a) of the Federal  Rules of Bankruptcy
     Procedure shall apply.

          (j) All  exhibits  to this  Plan are  incorporated  into this Plan and
     shall be deemed to be  included in this Plan,  regardless  of when they are
     filed.

          (k) Except to the extent that federal law,  including  the  Bankruptcy
     Code or Bankruptcy Rules are applicable, the rights and obligations arising
     under this Plan shall be governed  by, and  construed  and enforced for all
     purposes in accordance  with, the laws of the State of California,  without
     giving effect to any principles of conflict of laws thereof.

          (l) All notices, correspondence and other deliveries shall be directed
     as follows:

               Scoop, Inc.
                    c/o Robert E. Opera, Esq.
                    Lobel, Opera & Friedman LLP
                    19800 MacArthur Blvd., Suite 1100
                    Irvine, CA  92612

               Unsecured Creditors Committee of Scoop, Inc.
                    c/o Ira D. Kharasch, Esq.
                    Pachulski, Stang, Ziehl & Young
                    10100 Santa Monica Blvd., Suite 1100
                    Los Angeles, CA  90067

     18.02 Conditions Precedent to Confirmation and Effective Date

     This Plan shall not become effective and the Effective Date shall not occur
unless and until the  Confirmation  Order  shall  have been duly  entered by the
Bankruptcy Court, no stay of the Confirmation  Order shall be in effect, and the
Confirmation  Order shall have become a Final Order,  unless such  condition has
been duly waived in accordance  with  Paragraph  2.41 hereof.  The  Confirmation
Order shall be deemed annulled at such time as a condition to the Effective Date
that has not been waived in writing  executed by the Debtor (with the consent of
InfiniCom,  which  consent  shall not be  unreasonably  withheld)  can no longer
occur.

     18.03 Payment of Statutory Fees

     All fees payable  pursuant to Section 1930 of Title 28 of the United States
Code, as determined by the Bankruptcy Code at the Confirmation Hearing, shall be
paid on or before the Effective Date. Such fees shall be payable only from funds
of the Estate.

     18.04 Successors and Assigns

     The rights, benefits, and obligations of any entity named or referred to in
this Plan shall be binding  on, and shall  inure to the  benefit  of, the heirs,
executors, administrators, successors, and/or assigns of such entity.

     18.05 Further Actions

     Nothing  contained in this Plan shall be deemed to impair in any manner the
right of any party-in-interest,  including,  without limitation, the Reorganized
Debtor,  the Committee,  or the Disbursing  Agent, to seek at any time after the
Confirmation  Date orders of the Bankruptcy Court approving  actions to be taken
consistent  with this Plan as may be necessary or  desirable to  effectuate  the
provisions of this Plan.

     18.06 Other Documents and Actions

     The Debtor, the Reorganized Debtor, the Disbursing Agent, and the Committee
shall have the right to execute such documents and take such other actions as is
appropriate to effectuate the transactions provided for in this Plan.

                                      XIX.
                            REQUEST FOR CONFIRMATION

     The Debtor hereby requests entry of an order confirming this Plan as having
satisfied the  requirements  of Section 1129 of the Bankruptcy  Code. The Debtor
further  requests  that the  Bankruptcy  Court  make such  findings  of fact and
conclusions of law as may be necessary to implement this Plan.

DATED:  July 23, 1999               Scoop, Inc.
                                    a Delaware corporation


                                    By:  /s/ Rand Bleimeister
                                       ----------------------
                                         Rand Bleimeister
                                    Its: President and Chief Executive Officer



PRESENTED BY:

LOBEL, OPERA & FRIEDMAN LLP


By:  /s/ Robert E. Opera
     -------------------
     Robert E. Opera
     Hamid R. Rafatjoo
Attorneys for Debtor and Debtor-in Possession


APPROVED AS TO FORM AND CONTENT:

WHITE & CASE LLP

By:  /s/ Brian L. Holman
     -------------------
     Brian L. Holman
     Daniel H. Peters
Attorneys for InfiniCom AB