EXHIBIT NO. 2.1

                      IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA



IN RE:                              )        CHAPTER 11
                                    )        CASE NOS. 00-13040-BKC-AJC
                                    )        THROUGH 00-13042-BKC-AJC
TAMBORIL CIGAR COMPANY, ET AL.,     )        (JOINTLY ADMINISTERED)
                                    )        --------------------------
                                    )
                                    )
         DEBTORS.                   )
------------------------------------)


                   AMENDED PLAN OF REORGANIZATION FOR DEBTORS
              UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
              -----------------------------------------------------

                                    BERGER DAVIS & SINGERMAN, P.A.
                                    200 South Biscayne Boulevard
                                    Suite 2950
                                    Miami, Florida 33131-5308
                                    Attorneys for Tamboril Cigar Company, et al.
                                    Debtors-in-Possession





Dated:   Miami, Florida
         August 9, 2000
<PAGE>


                                TABLE OF CONTENTS
                                                                          Page

                                   ARTICLE I.

                         DEFINITIONS AND INTERPRETATION
1.1. Definitions.......................................................        1
1.2. Interpretation....................................................        8
1.3. Application of Definitions and Rules of
       Construction Contained in the Bankruptcy Code....................       8
1.4. Other Terms........................................................       8
1.5. Appendices and Plan Documents......................................       9

                                   ARTICLE II.

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

2.1. Claims and Equity Interests Classified.............................       9
2.2. Administrative Expense Claims and Priority Tax Claims..............       9
2.3. Claims and Equity Interests........................................       9
2.4. Separate Classification of Secured Claims..........................      10

                                  ARTICLE III.

                           IDENTIFICATION OF IMPAIRED
                     CLASSES OF CLAIMS AND EQUITY INTERESTS
3.1. Unimpaired Classes of Claims and Equity Interests..................      10
3.2. Impaired Classes of Claims and Equity Interests....................      10
3.3. Impairment Controversies...........................................      10

                                   ARTICLE IV.

                       PROVISIONS FOR TREATMENT OF CLAIMS
                       AND EQUITY INTERESTS UNDER THE PLAN
4.1. Treatment of Claims and Equity Interests...........................      10

                                   ARTICLE V.

                            PROVISIONS FOR TREATMENT
                      OF UNCLASSIFIED CLAIMS UNDER THE PLAN

5.1. Treatment of Infinity DIP Claim....................................      12
5.2. Treatment of Administrative Expense Claims.........................      12
5.3. Treatment of Priority Tax Claims...................................      13

                                   ARTICLE VI.

                      ACCEPTANCE OR REJECTION OF THE PLAN;
                       EFFECT OF REJECTION BY ONE OR MORE
                      CLASSES OF CLAIMS OR EQUITY INTERESTS

6.1. Classes Entitled to Vote..........................................       13
6.2. Class Acceptance Requirement......................................       13
                                  ARTICLE VII.

                      MEANS FOR IMPLEMENTATION OF THE PLAN
7.1. Continued Corporate Existence.....................................       14
7.2. Transfer of Valpersa Common Stock.................................       14
7.3. Substantive Consolidation.........................................       14
7.4. Cancellation of Intercompany Affiliate Claims.....................       14
7.5. Vesting of Assets.................................................       14
7.6. Management........................................................       14
7.7. Reconstitution of Tamboril Board of Directors.....................       15
7.8. Officers..........................................................       15
7.9. The Tamboril Charter and Bylaws...................................       15
7.10. Cancellation of Instruments and Agreements.......................       15
7.11. Effectuating Documents...........................................       15
7.12. Retention of Causes of Action....................................       15
7.13. Indemnification..................................................       16
7.14. Appointment of the Disbursing Agent..............................       16
7.15. Transactions on the Effective Date...............................       16
7.16. Accounts.........................................................       16
7.17. Sources of Cash for Plan Distributions...........................       16

                                  ARTICLE VIII.

                       PROVISIONS GOVERNING DISTRIBUTIONS

8.1. Date of Distributions.............................................       16
8.2. Disbursing Agent..................................................       17
8.3. Means of Cash Payment.............................................       17
8.4. Delivery of Distributions.........................................       17
8.5. Surrender of Notes, Instruments, and Securities...................       18
8.6. Expenses Incurred On or After the Effective Date
       and Claims of the Disbursing Agent..............................       18
8.7. Time Bar to Cash Payments.........................................       18
8.8. Initial and Interim Distributions.................................       19

                                   ARTICLE IX.

                      PROCEDURES FOR RESOLVING AND TREATING
                      CONTESTED CLAIMS AND EQUITY INTERESTS

9.1. Objection Deadline................................................       19
9.2. Prosecution of Objections.........................................       19
9.3. No Distributions Pending Allowance................................       19
9.4. Distributions After Allowance.....................................       19
9.5. Estimation of Claims..............................................       20

                                   ARTICLE X.

                    POWERS AND DUTIES OF THE DISBURSING AGENT

10.1. Exculpation......................................................       20
10.2. Powers and Duties of the Disbursing Agent........................       21

                                   ARTICLE XI.

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

11.1. Rejected If Not Assumed..........................................       21
11.2. Cure Payments....................................................       21
11.3. Bar to Rejection Damages.........................................       21

                                  ARTICLE XII.

                      CONDITIONS PRECEDENT TO CONFIRMATION
              OF THE PLAN AND THE OCCURRENCE OF THE EFFECTIVE DATE

12.1. Conditions Precedent to Confirmation.............................       22
12.2. Conditions Precedent to the Occurrence of the Effective Date.....       22
12.3. Waiver of Conditions.............................................       22

                                  ARTICLE XIII

                            RETENTION OF JURISDICTION

13.1. Scope of Jurisdiction............................................       22

                                  ARTICLE XIV.

                            MISCELLANEOUS PROVISIONS

14.1. Notice of Entry of Confirmation Order and Relevant Dates.........       24
14.2. Payment of Statutory Fees........................................       24
14.3. No Interest or Attorneys' Fees...................................       24
14.4. Modification of the Plan.........................................       24
14.5. Revocation of Plan...............................................       25
14.6. Exemption From Transfer Taxes....................................       25
14.7. Setoff Rights....................................................       25
14.8. Subordination Rights.............................................       25
14.9. Compliance with Tax Requirements.................................       26
14.10. Recognition of Guaranty Rights..................................       26
14.11. Compliance With All Applicable Laws.............................       26
14.12. Discharge of Claims.............................................       26
14.13. Injunctions.....................................................       27
14.14. Discharge of the Debtors........................................       28
14.15. Exculpation.....................................................       28
14.16. Other Release and Waiver........................................       28
14.17. Binding Effect..................................................       29
14.18. Notices.........................................................       29
14.19. Governing Law...................................................       30
14.20. Severability....................................................       30
<PAGE>


     Pursuant to section 1121(c) of the Bankruptcy Code, Tamboril Cigar Company,
Tamboril Cigar International,  Inc. and Diversified Tobacco Company propose this
chapter 11 plan:

                                   ARTICLE I.

                         DEFINITIONS AND INTERPRETATION

1.1. DEFINITIONS.

     The  capitalized  terms used herein shall have the respective  meanings set
forth below:

          (a)  "Administrative  Expense  Claim"  means a Claim  incurred  by the
     Debtors  (or their  Estates) on or after the  Petition  Date and before the
     Effective  Date for a cost or expense of  administration  in the Chapter 11
     Cases  entitled to priority  under  sections  503(b) and  507(a)(1)  of the
     Bankruptcy Code, including the Infinity DIP Claim.

          (b) "Affiliate"  means,  with respect to any Person,  all Persons that
     would fall within the definition assigned to such term in section 101(2) of
     the  Bankruptcy  Code,  if such  Person  was a debtor  in a case  under the
     Bankruptcy Code.

          (c) "Allowed," when used with respect to any Claim, except for a Claim
     that is an Administrative Expense Claim, means such Claim (A) to the extent
     it is not a Contested  Claim as of the Effective Date; (B) to the extent it
     may be set forth  pursuant to any  stipulation  or agreement  that has been
     approved by Final Order of the Bankruptcy  Court; (C) to the extent it is a
     Contested Claim as of the Effective  Date,  proof of which was filed timely
     with the  Bankruptcy  Court,  and (I) as to which no objection was filed by
     the Objection  Deadline (as  specified in Section 9.1 of the Plan),  unless
     such Claim is to be determined in a forum other than the Bankruptcy  Court,
     in which case such Claim shall not become Allowed until determined by Final
     Order of such  other  forum and  allowed by Final  Order of the  Bankruptcy
     Court;  or (II)  as to  which  an  objection  was  filed  by the  Objection
     Deadline,  to the extent allowed by a Final Order;  or (D) which  otherwise
     becomes an Allowed Claim as provided in the Plan;

               (i) with respect to an  Administrative  Expense  Claim,  means an
          Administrative  Expense Claim,  that has become "Allowed"  pursuant to
          the procedures set forth in Article V of the Plan; or

               (ii)  with  respect  to any  Equity  Interest,  means  an  Equity
          Interest, proof of which was timely and properly filed or, if no proof
          of interest  was filed,  which has been or  hereafter is listed by the
          Debtors  on their  Schedules  as fixed in amount and not  disputed  or
          contingent,  and,  in either  case,  as to which no  objection  to the
          allowance thereof has been interposed on or before the Effective Date,
          or as to which any objection  has been  determined by a Final Order to
          the extent such objection is determined in favor of the holder of such
          Equity Interest.

          (d) "Ballot"  means the form or forms that will be  distributed  along
     with the  Disclosure  Statement  to holders  of  Allowed  Claims and Equity
     Interests in classes that are Impaired under the Plan and entitled to vote,
     which the holders of Impaired  Claims and Equity  Interests may use to vote
     to accept or reject the Plan.

          (e)  "Bankruptcy  Code" means the  Bankruptcy  Reform Act of 1978,  as
     amended,  and  codified  at  title  11 of the  United  States  Code  and as
     applicable to the Chapter 11 Cases.

          (f) "Bankruptcy Court" means the Bankruptcy Court of the United States
     District  Court for the Southern  District of Florida,  or such other court
     having jurisdiction over the Chapter 11 Cases.

          (g)   "Bankruptcy   Rules"  means  the  Federal  Rules  of  Bankruptcy
     Procedure,  as prescribed by the United  States  Supreme Court  pursuant to
     Section 2075 of title 28 of the United States Code and as applicable to the
     Chapter 11 Cases.

          (h) "Bar Date"  means June 15,  2000,  the date set by the  Bankruptcy
     Court as the last day for the filing of proofs of claim against the Debtor.

          (i) "Business  Day" means any day on which  commercial  banks are open
     for business in Miami, Florida.

          (j) "Cash" means legal tender of the United  States of America or cash
     equivalents.

          (k) "Causes of Action" means all claims,  rights,  actions,  causes of
     action,  liabilities,  obligations,  suits, debts, remedies,  dues, sums of
     money,  accounts,   reckonings,   bonds,  bills,  specialties,   covenants,
     contracts,  controversies,  agreements,  promises,  variances,  trespasses,
     damages or  judgments,  whether  known or unknown and  whether  asserted or
     unasserted.

          (l)  "Chapter  11  Cases"  means  the cases  under  chapter  11 of the
     Bankruptcy  Code  pending  before  the  Bankruptcy  Court and  styled In re
     Tamboril   Cigar   Company,    et   al.,   Case   Nos.   00-13040   through
     00-13042 (AJC).

          (m) "Claim"  means (i) any right to payment  from any of the  Debtors,
     whether or not such right is reduced to judgment, liquidated, unliquidated,
     fixed,  contingent,   matured,  unmatured,   disputed,  undisputed,  legal,
     equitable, secured, or unsecured; (ii) any right to an equitable remedy for
     breach of  performance if such breach gives rise to a right of payment from
     any of the  Debtors,  whether or not such right to an  equitable  remedy is
     reduced to  judgment,  fixed,  contingent,  matured,  unmatured,  disputed,
     undisputed,  secured,  or unsecured or (iii) any right under section 502(h)
     of the Bankruptcy Code.

          (n) "Collateral" means any Estate Asset subject to a Lien.

          (o)  "Common  Equity  Interest"  means any  share or other  instrument
     (including, without limitation, the Tamboril Common Stock, TCI Common Stock
     or DTC Common Stock)  evidencing a common stock  ownership  interest in the
     Debtors,  whether or not  transferable or denominated  "stock",  or similar
     security,  and any  warrant  or right,  other than a right to  convert,  to
     purchase,  sell, or subscribe to a common stock  ownership  interest in the
     Debtors.

          (p)  "Confirmation  Date"  means  the date on which  the  Clerk of the
     Bankruptcy Court enters the  Confirmation  Order on the docket with respect
     to the Chapter 11 Cases.

          (q)  "Confirmation  Hearing"  means the hearing held by the Bankruptcy
     Court,  as it may be continued  from time to time, on  confirmation  of the
     Plan.

          (r)  "Confirmation  Order"  means  the order of the  Bankruptcy  Court
     confirming the Plan.

          (s)  "Consolidated  Note"  means that  certain  promissory  note dated
     December  21,  1999,  made  payable by Tamboril to Infinity in the original
     principal amount of $400,000, the payment of which is (i) secured by a lien
     in and to assets of each of the Debtors,  Tabacalera  and Valpersa and (ii)
     guaranteed by each of the Debtors, Tabacalera and Valpersa.

          (t)  "Contested,"  when used with respect to a Claim means a Claim (A)
     that is listed in the Schedules as disputed,  contingent,  or unliquidated,
     in whole or in part;  (B) that is listed in the  Schedules  as  undisputed,
     liquidated,  and not  contingent  and as to which a proof of claim has been
     filed with the  Bankruptcy  Court,  to the extent the proof of claim amount
     exceeds the scheduled amount; (C) that is not listed in the Schedules,  but
     as to which a proof of claim has been filed with the Bankruptcy  Court;  or
     (D) as to which an  objection  has been filed  before the  Effective  Date,
     provided,  that a Claim that is Allowed by Final  Order or  pursuant to the
     Plan on or before the Effective Date shall not be a Contested Claim.

          (u) "Debentures"  means,  collectively,  Tamboril's eight percent (8%)
     convertible  debentures in the aggregate  principal amount of $200,000 that
     matured  on  September  22,  1999  with  all  amendments  thereto,  and all
     documents, instruments, and agreements executed and delivered in connection
     therewith.

          (v)  "Debenture  Claim" means a Claim arising under or relating in any
     way to the Debentures, including any Claim for accrued and unpaid interest.

          (w) "Debtors"  means each of Tamboril  Cigar  Company,  Tamboril Cigar
     International,  Inc.,  and  Diversified  Tobacco  Company,  each a Delaware
     corporation and debtor and debtor in possession in these Chapter 11 Cases.

          (x) "Deficiency  Amount" means,  with respect to a Secured Claim,  the
     amount by which the Claim exceeds the sum of (i) any set-off  rights of the
     holder of such Claim  against a Debtor under  Bankruptcy  Code sections 506
     and 553,  plus (ii) the net  proceeds  realized by the holder of such Claim
     from the  disposition  of the  Collateral  securing  such Claim or, if such
     Collateral  is not  liquidated  to Cash,  the value of the  interest of the
     holder  of  the  Claim  in a  Debtor's  interest  in  such  Collateral,  as
     determined  by the  Bankruptcy  Court under  Bankruptcy  Code  section 506;
     provided,  that if the  holder  of a Claim  that  is  secured  by a Lien on
     Collateral makes the election  provided in Bankruptcy Code section 1111(b),
     there shall be no Deficiency Amount in respect of such Claim.

          (y)  "Disallowed,"  when used with  respect to a Claim,  means a Claim
     that has been disallowed by a Final Order of the Bankruptcy Court.

          (z) "Disbursing Agent" means any Person designated by the Proponent to
     make  distributions  required  under the Plan  which may  include,  without
     limitation,  Tamboril, any financial institution of recognized standing, or
     such other  disbursing  agent as may be  designated  by the  Proponent  and
     approved by the Court.

          (aa)  "Disbursing  Agreement"  means,  with respect to any  Disbursing
     Agent, the agreement referenced in Article X of the Plan which shall govern
     the  rights  and  obligations  of  the  Disbursing  Agent.  The  Disbursing
     Agreement  will  be in  substantially  the  form  thereof  filed  as a Plan
     Document,  unless Tamboril  serves as the Disbursing  Agent, in which case,
     the Plan shall be the Disbursing Agreement.

          (bb) "Disclosure  Statement" means the disclosure statement respecting
     the Plan,  as  approved  by the  Bankruptcy  Court as  containing  adequate
     information  in accordance  with Section 1125 of the  Bankruptcy  Code, all
     exhibits and annexes thereto and any amendments or modifications thereof.

          (cc)  "Distribution  Date" means, (i) for any Claim that is an Allowed
     Claim on the Effective Date, as soon as practicable after the occurrence of
     the Effective Date;  (ii) for any Claim that is neither a Disallowed  Claim
     nor an Allowed Claim on the Effective  Date,  the first  Business Day after
     such Claim becomes an Allowed Claim, or as soon as practicable thereafter.

          (dd) "Distribution Record Date" means the record date fixed for voting
     on the Plan which is June 15, 2000.

          (ee) "DTC" means Diversified Tobacco Company.

          (ff) "DTC Stock" means all the issued and outstanding shares of common
     stock of DCC.

          (gg)  "Effective  Date" means a Business  Day  selected by the Debtors
     after the first Business Day which is ten (10) days after the  Confirmation
     Date  on  which  (y)  the  Confirmation  Order  is not  stayed  and (z) all
     conditions to the entry of the Confirmation Order and the occurrence of the
     Effective  Date have been satisfied or waived as provided in Article XII of
     the Plan.

          (hh) "Equity Interest" means (a) the legal, equitable, contractual and
     other  rights of any Person  with  respect  to  Tamboril  Preferred  Stock,
     Tamboril  Common  Stock,  TCI Common  Stock,  DTC Common  Stock,  Warrants,
     options or any other  equity  security  of the  Debtors  and (b) the legal,
     equitable,  contractual or other rights of any Person to acquire or receive
     any of the foregoing.

          (ii)  "Estate"  means the  estate of each of the  Debtors  created  by
     section 541 of the Bankruptcy Code upon the  commencement of the Chapter 11
     Cases.

          (jj) "Estate Asset" means any property, right, or interest in property
     that is included in the Estate of each Debtor.

          (kk) "Estimated  Claims Order" means any order of the Bankruptcy Court
     estimating  any Claim or the  aggregate  amount of all  Claims in any class
     created  under  the Plan to aid in the  confirmation  of the  Plan,  or the
     calculation of distributions under the Plan.

          (ll) "Fee Application"  means an application of a Professional  Person
     under  section  330  or  503  of  the  Bankruptcy  Code  for  allowance  of
     compensation and reimbursement of expenses in the Chapter 11 Cases.

          (mm)  "Fee  Claim"  means  a  Claim  under  section  330 or 503 of the
     Bankruptcy Code for allowance of compensation and reimbursement of expenses
     in the Chapter 11 Cases.

          (nn) "Final  Order"  means (i) an order or judgment of the  Bankruptcy
     Court or any  other  court  or  adjudicative  body as to which  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
     proceedings  for reargument or rehearing  shall then be pending or, (ii) in
     the event that an appeal,  writ of  certiorari,  reargument,  or  rehearing
     thereof has been sought,  such order of the  Bankruptcy  Court or any other
     court or adjudicative body shall have been affirmed by the highest court to
     which such order was appealed, or certiorari has been denied, or from which
     reargument  or  rehearing  was  sought,  and the time to take  any  further
     appeal,  petition for certiorari or move for reargument or rehearing  shall
     have expired; provided, that no order shall fail to be a Final Order solely
     because of the possibility that a motion pursuant to Rule 60 of the Federal
     Rules of Civil Procedure or Rule 7024 of the Bankruptcy  Rules may be filed
     with respect to such order.

          (oo)  "General  Unsecured  Claim"  means  any  Claim  that  is  not an
     Administrative  Expense  Claim,  a Priority Tax Claim,  a Priority  Non-Tax
     Claim, the Infinity Secured Claim, a Secured Claim or a Debenture Claim.

          (pp)  "General   Unsecured   Claims  Account"  means  the  segregated,
     interest-bearing  account in which  Cash in the amount of $50,000  from the
     Plan Funding Account shall be deposited and maintained pending distribution
     thereof.

          (qq) "Glacier" means Glacier  Capital  Limited,  a Nevis,  West Indies
     corporation.

          (rr) "Infinity" means Infinity Emerging Holdings Subsidiary Limited, a
     Nevis, West Indies corporation.

          (ss)  "Infinity  DIP Claim" means the Allowed  Secured  Administration
     Expense  Claim of  Infinity  against the  Debtors in  Possession  and their
     respective Estates for postpetition loans to Tamboril during the Chapter 11
     Cases under the Post-Petition  Credit Agreement among Tamboril and Infinity
     and authorized by the Bankruptcy Court.

          (tt) "Infinity Party" means Infinity, Glacier, and Summit, and each of
     their respective Affiliates,  officers, directors, managers,  stockholders,
     investors, agents, attorneys and representatives.

          (uu)  "Infinity  Secured  Claim" means the Secured  Claims of Infinity
     under  the  Consolidated   Note  (and  all  related  security   agreements,
     instruments and documents).

          (vv) "Infinity Tamboril" means Emerging Tamboril Subsidiary Limited, a
     Nevis, West Indies corporation and a wholly owned subsidiary of Infinity.

          (ww) "Intercompany  Affiliate" means any of the Debtors and Tabacalera
     Tamboril, S.A.

          (xx) "Intercompany Affiliate Claims" means any General Unsecured Claim
     held by any Intercompany Affiliate against any Debtor.

          (yy) "Lien" shall have the meaning  assigned to it in section  101(37)
     of the Bankruptcy Code.

          (zz)   "Penalty   Claims"  means  Claims  and  Causes  of  Action  for
     noncompensatory, statutory, exemplary, or punitive damages, or penalties.

          (aaa) "Person" means an individual,  corporation,  partnership,  joint
     venture,   trust,  estate,   unincorporated   association,   unincorporated
     organization, governmental entity, or political subdivision thereof, or any
     other entity.

          (bbb) "Petition Date" means April 11, 2000.

          (ccc) "Plan" means this  chapter 11 plan,  as it may be modified  from
     time to time in  compliance  with the  Bankruptcy  Code and the  Bankruptcy
     Rules.

          (ddd) "Plan  Documents"  means the documents that aid in  effectuating
     the Plan as specifically identified as such herein.

          (eee) "Plan  Funding  Account"  means a  segregated  Cash account into
     which Tamboril shall deposit monies funded from (y) proceeds of the sale of
     Estate Assets or assets of  Tabacalera  Tamboril,  S.A.,  one of Tamboril's
     Affiliates  and/or (z) proceeds of the Infinity  postpetition  loan, at the
     election  of Infinity up to  $50,000.00  to fund the Plan on the  Effective
     Date.

          (fff)  "Preferred  Equity  Interest"  means  any (1)  shares  or other
     instruments (including,  without limitation,  the Tamboril Preferred Stock)
     evidencing a preferred stock ownership interest in Tamboril, whether or not
     transferable or denominated  "stock,"; or (2) unpaid dividends with respect
     to a share or shares of Tamboril Preferred Stock.

          (ggg)  "Post-Confirmation  Interest" means simple interest at the rate
     of 6.00% per annum or such other rate as the Bankruptcy Court may determine
     at the  Confirmation  Hearing is appropriate;  such interest to accrue from
     the date of the entry of an order  allowing  a Claim  until  such  Claim is
     paid.

          (hhh)  "Priority  Non-Tax Claim" means any Claim accorded  priority in
     right of payment  under  section  507(a)(3),  (4),  (5), (6), or (7) of the
     Bankruptcy Code.

          (iii) "Priority Tax Claim" means a Claim of a governmental unit of the
     kind specified in section 507(a)(8) of the Bankruptcy Code.

          (jjj)  "Professional   Person"  means  a  Person  retained  or  to  be
     compensated  pursuant to section  327,  328,  330,  503(b),  or 1103 of the
     Bankruptcy Code.

          (kkk) "Proponent" means each Debtor.

          (lll)  "Pro Rata  Share"  means the  proportion  that the amount of an
     Allowed Claim or Equity Interest in a particular  class of Claims or Equity
     Interests bears to the aggregate  amount of all Claims or Equity  Interests
     in such class,  including  Contested Claims and Equity  Interests,  but not
     including Disallowed Claims and Equity Interests,  (i) as calculated by the
     Disbursing Agent on or before any Distribution  Date; or (ii) as determined
     by the Bankruptcy  Court in an Estimated  Claims Order, if such an order is
     sought and obtained.

          (mmm)  "Schedules"  means the schedules of assets and  liabilities and
     the  statements  of financial  affairs  filed by the Debtors as required by
     section  521 of the  Bankruptcy  Code and  Bankruptcy  Rule  1007,  as such
     schedules and statements have been or may be supplemented or amended.

          (nnn)  "Secured  Claim"  means  (i) a Claim  secured  by a Lien on any
     Estate  Asset,  which  Lien is  valid,  perfected,  and  enforceable  under
     applicable law and is not subject to avoidance under the Bankruptcy Code or
     other applicable  non-bankruptcy  law, and which is duly established in the
     Chapter  11 Cases,  but only to the  extent of the value of the  Collateral
     that secures payment of the Claim;  (ii) a Claim that is subject to a valid
     right of setoff under section 553 of the Bankruptcy Code; and (iii) a Claim
     allowed under the Plan as a Secured Claim.

          (ooo)  "Summit"  means Summit Capital  Limited,  a Nevis,  West Indies
     corporation.

          (ppp) "Tamboril" means Tamboril Cigar Company.

          (qqq) "Tamboril Bylaws" means the Bylaws of Tamboril Cigar Company, as
     may be  amended  pursuant  to the Plan.  The  Tamboril  Bylaws  shall be in
     substantially the form thereof filed as a Plan Document.

          (rrr) "Tamboril  Charter" means the Certificate of  Incorporation  for
     Tamboril  Cigar  Company,  as may be  amended  pursuant  to the  Plan.  The
     Tamboril Charter shall be in substantially the form thereof filed as a Plan
     Document.

          (sss) "Tamboril Common Stock" means the issued and outstanding  shares
     of common  stock of  Tamboril  immediately  before  the  occurrence  of the
     Effective Date; to wit 13,356,632 shares.

          (ttt)  "Tamboril  Preferred  Stock"  means the issued and  outstanding
     shares of preferred stock of Tamboril  immediately before the occurrence of
     the  Effective  Date;  to wit 36,108  shares of Class B Preferred  Stock of
     Tamboril.

          (uuu) "TCI" means Tamboril Cigar International, Inc.

          (vvv) "TCI Common  Stock" means the issued and  outstanding  shares of
     common stock of TCI.

          (www)  "Valpersa" means Valpersa,  S.A., a sociedad anonima  organized
     and existing under the laws of the Dominican Republic,  and a subsidiary of
     Infinity Tamboril.

          (xxx)   "Valpersa    Collateral   Account"   means   the   segregated,
     interest-bearing  account  in which Cash from the sale of all the assets of
     Valpersa  (which  constitute  raw tobacco  and  finished  cigars)  shall be
     deposited and maintained pending distribution thereof.

          (yyy) "Valpersa Common Stock" means the issued and outstanding  shares
     of common  stock of Valpersa;  to wit 100 shares,  99.6 % owned by Infinity
     Tamboril and the remaining 0.6% owned by Dominican  citizens as required by
     the laws of that country.

          (zzz) "Warrants" means Tamboril's warrants to purchase Tamboril Common
     Stock.

1.2. INTERPRETATION.

     Unless otherwise specified, all section, article, and exhibit references in
the Plan are to the respective  section in, article of, or exhibit to, the Plan,
as the same may be amended,  waived, or modified from time to time. The headings
in the  Plan are for  convenience  of  reference  only and  shall  not  limit or
otherwise  affect the provisions of the Plan. Words denoting the singular number
shall  include the plural number and vice versa,  and words  denoting one gender
shall include the other gender. The Disclosure  Statement may be referred to for
purposes of  interpretation  to the extent any term or  provision of the Plan is
determined by the Bankruptcy Court to be ambiguous.

1.3. APPLICATION OF DEFINITIONS AND RULES OF
     CONSTRUCTION CONTAINED IN THE BANKRUPTCY CODE.

     Words and terms  defined in section 101 of the  Bankruptcy  Code shall have
the same meaning when used in the Plan,  unless a different  definition is given
in  the  Plan.  The  rules  of  construction  contained  in  section  102 of the
Bankruptcy Code shall apply to the construction of the Plan.

1.4. OTHER TERMS.

     The words "herein," "hereof," "hereto,"  "hereunder," and others of similar
import  refer  to the  Plan  as a  whole  and  not to  any  particular  section,
subsection,  or clause  contained  in the Plan.  A term used  herein that is not
defined  herein  shall have the meaning  ascribed  to that term,  if any, in the
Bankruptcy Code.

1.5. APPENDICES AND PLAN DOCUMENTS.

     All Appendices to the Plan and the Plan Documents are incorporated into the
Plan  by this  reference  and are a part  of the  Plan as if set  forth  in full
herein.

                                   ARTICLE II.

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

2.1. CLAIMS AND EQUITY INTERESTS CLASSIFIED.

     For purposes of organization,  voting, and all confirmation matters, except
as otherwise  provided  herein,  all Claims (except for  Administrative  Expense
Claims, and Priority Tax Claims) and all Equity Interests shall be classified as
set forth in this Article II of the Plan.

2.2. ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS.

     As provided in section  1123(a)(1) of the Bankruptcy  Code,  Administrative
Expense  Claims and Priority Tax Claims shall not be classified  for purposes of
voting or receiving  distributions under the Plan. Rather, all such Claims shall
be treated separately as unclassified Claims on the terms set forth in Article V
of the Plan.

2.3. CLAIMS AND EQUITY INTERESTS.

     The Plan classifies the Claims against and Equity  Interests in each Debtor
as follows:

        (a)      Class 1: Priority Non-Tax Claims

        (b)      Class 2: Infinity Secured Claim

        (c)      Class 3: Secured Claims (other than the Infinity Secured Claim)

        (d)      Class 4: General Unsecured Claims

        (e)      Class 5: Debenture Claims

        (f)      Class 6: Preferred Equity Interests

        (g)      Class 7: Tamboril Common Equity Interests

        (h)      Class 8: TCI Common Equity Interests

        (i)      Class 9: DTC Common Equity Interests

        (j)      Class 10:        Warrants

2.4. SEPARATE CLASSIFICATION OF SECURED CLAIMS.

     Although  placed in one category for  purposes of  convenience,  each Claim
that is  determined  to be a  Secured  Claim  shall be  treated  as  though in a
separate  class (to be  designated  as Class 3A,  Class 3B,  Class 3C, etc.) for
purposes of voting and receiving distributions under the Plan.

                                  ARTICLE III.

                           IDENTIFICATION OF IMPAIRED
                     CLASSES OF CLAIMS AND EQUITY INTERESTS

3.1. UNIMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS.

     Class 1 -- Priority  Non-Tax Claims (if any), Class 3 -- Secured Claims (if
any), and Class 7 - Tamboril Common Equity  Interests are not impaired under the
Plan.

3.2. IMPAIRED CLASSES OF CLAIMS AND EQUITY INTERESTS.

     With the exception of the  unimpaired  classes  specified in Section 3.1 of
the Plan,  all classes of Claims and Equity  Interests  are  impaired  under the
Plan.  Class  8 - TCI  Common  Equity  Interests,  Class 9 - DTC  Common  Equity
Interests and Class 10 - Warrants shall receive no  distribution  under the Plan
and are deemed to have voted to reject the Plan.

3.3. IMPAIRMENT CONTROVERSIES.

     If a controversy arises as to whether any Claim or Equity Interest,  or any
class of Claims or class of Equity  Interests,  is impaired  under the Plan, the
Bankruptcy Court shall, after notice and a hearing, determine such controversy.

                                   ARTICLE IV.

                       PROVISIONS FOR TREATMENT OF CLAIMS
                       AND EQUITY INTERESTS UNDER THE PLAN

4.1. TREATMENT OF CLAIMS AND EQUITY INTERESTS.

     The classes of Claims against and Equity  Interests in the Debtors shall be
treated under the Plan as follows:

          (a) Class 1 --  Priority  Non-Tax  Claims.  Each  holder of an Allowed
     Priority Non-Tax Claim shall be unimpaired under the Plan and,  pursuant to
     section  1124 of the  Bankruptcy  Code,  all of the  legal,  equitable  and
     contractual  rights of each holder of an Allowed  Priority Non-Tax Claim in
     respect of such Claim shall be fully  reinstated and retained as though the
     Chapter 11 Cases had not been filed.

          (b) Class 2 -- Infinity  Secured  Claim.  The Infinity  Secured  Claim
     shall be Allowed  pursuant to the Plan and on the  Effective  Date, or such
     later date as agreed to by  Infinity,  the holder of the  Infinity  Secured
     Claim shall receive the balance of the available  Cash,  including any Cash
     in the Valpersa  Collateral Account remaining after payment of the Infinity
     DIP  Claim,  in an amount  equal up to the amount of the  Infinity  Secured
     Claim.

          (c) Class 3 -- Secured  Claims  (Other than the Infinity DIP Claim and
     the Infinity Secured Claim).  Each holder of an Allowed Secured Claim shall
     be  unimpaired  under  the  Plan  and,  pursuant  to  section  1124  of the
     Bankruptcy  Code, all of the legal,  equitable,  and contractual  rights of
     each  holder of a Secured  Claim in respect  of such  Claim  shall be fully
     reinstated  and retained as though the Chapter 11 Cases had not been filed.
     Notwithstanding  the  foregoing,  the  Debtors and any holder of an Allowed
     Secured  Claim may agree to any  alternate  treatment of such Secured Claim
     which treatment may include  preservation of such holder's Lien;  provided,
     that such  treatment  shall not  provide a return to such  holder  having a
     present  value as of the  Effective  Date in excess  of the  amount of such
     holder's Allowed Secured Claim.

          (d) Class 4 -- General  Unsecured  Claims.  Each  holder of an Allowed
     General Unsecured Claim shall be impaired under the Plan. Each holder of an
     Allowed General  Unsecured Claim may elect to be paid its pro rata share of
     Cash from either (i) the General  Unsecured Claims Account,  which shall be
     paid on the Effective  Date, or (ii) the balance of the remaining  Cash, if
     any, in the Valpersa  Collateral  Account after the payment of the Infinity
     DIP Claim under  Section  5.1 of the Plan and the  Infinity  Secured  Claim
     under  Section  4.1(b)  of the  Plan,  which  shall  be  paid  as  soon  as
     practicable  after all of the assets of Valpersa have been  converted  into
     Cash.

          (e) Class 5 -- Debenture  Claims.  Each holder of an Allowed Debenture
     Claim  shall be entitled to convert its  Debentures  into  Tamboril  Common
     Stock under the terms of the Debentures.

          (f) Class 6 -- Preferred Equity  Interests.  Each holder of an Allowed
     Preferred Equity Interest shall be entitled to convert its Preferred Common
     Stock into  Tamboril  Common  Stock under the terms of the  Certificate  of
     Designation of Series B Preferred Stock of Tamboril Cigar Company.

          (g) Class 7 - Tamboril Common Equity Interests. The holders of Allowed
     Tamboril Common Stock Interests
     shall retain such interests pursuant to the Plan.

          (h) Class 8 - TCI Common Equity Interests.  On the Effective Date, all
     Allowed TCI Common Equity  Interests shall be deemed  extinguished  and the
     certificates representing such Equity Interests shall be canceled and of no
     further force and effect.

          (i) Class 9 - DTC Common Equity Interests.  On the Effective Date, all
     Allowed DTC Common Equity  Interests shall be deemed  extinguished  and the
     certificates representing such Equity Interests shall be canceled and of no
     further force and effect.

          (j) Class 10 - Warrants.  On the Effective Date, all Warrants shall be
     deemed  extinguished and the certificates  representing such Warrants shall
     be canceled and of no further force and effect.

                                   ARTICLE V.

                            PROVISIONS FOR TREATMENT
                      OF UNCLASSIFIED CLAIMS UNDER THE PLAN

5.1. TREATMENT OF INFINITY DIP CLAIM.

     The Infinity  DIP Claim shall be an Allowed  Administrative  Expense  Claim
pursuant to the Plan and on the  Effective  Date or such later date as agreed to
by Infinity, the holder of the Infinity DIP Claim shall receive payment in Cash,
including Cash from the Valpersa  Collateral  Account,  in an amount equal up to
the amount of the Infinity DIP Claim.

5.2. TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS.

     All  Administrative  Expense Claims other than the Infinity DIP Claim shall
be treated as follows:

          (a) Time for Filing  Administrative  Expense Claims.  The holder of an
     Administrative Expense Claim, other than (i) the Infinity DIP Claim, (ii) a
     Fee Claim,  (iii) a liability  incurred and paid in the ordinary  course of
     business by the Debtors,  or (iv) an Administrative  Expense Claim that has
     been allowed on or before the Effective Date, must file with the Bankruptcy
     Court  and  serve  on  the  Debtors  and  their  counsel,  notice  of  such
     Administrative  Expense  Claim  within  twenty  (20) days after  service of
     notice of entry of the  Confirmation  Order.  Such notice must include at a
     minimum  (1) the name of the  holder of the  Claim,  (2) the  amount of the
     Claim,  and (3) the basis of the Claim.  Failure to file this notice timely
     and properly shall result in the Administrative Expense Claim being forever
     barred and discharged.

          (b) Time for Filing Fee Claims.  The time for filing an Administrative
     Expense  that is a Fee  Claim  is set  forth  in the  Order  Approving  the
     Disclosure Statement.

          (c) Allowance of  Administrative  Expense  Claims.  An  Administrative
     Expense Claim with respect to which notice has been properly filed pursuant
     to  Section  5.2(a)  of the Plan  shall  become an  Allowed  Administrative
     Expense  Claim if no  objection  is filed  within sixty (60) days after the
     deadline  for filing and  serving a notice of such  Administrative  Expense
     Claim  specified  in Section  5.2(a)  hereof,  or such later date as may be
     approved by the Bankruptcy Court on motion of the Debtor, without notice or
     a hearing.  If an objection is filed within such  sixty-day  period (or any
     extension  thereof),  the  Administrative  Expense  Claim  shall  become an
     Allowed  Administrative  Expense Claim only to the extent  allowed by Final
     Order.  An  Administrative  Expense  Claim  that is a Fee  Claim,  and with
     respect to which a Fee  Application  has been  properly  filed  pursuant to
     Section 5.2(b) of the Plan, shall become an Allowed  Administrative Expense
     Claim only to the extent allowed by Final Order.

          (d) Payment of Allowed  Administrative  Expense Claims. Each holder of
     an Allowed  Administrative  Expense  Claim shall  receive (i) the amount of
     such holder's Allowed Claim in one Cash payment on the  Distribution  Date,
     or (ii) such  other  treatment  as may be  agreed  upon in  writing  by the
     Debtors and such holder;  provided,  that an  Administrative  Expense Claim
     representing a liability incurred in the ordinary course of business of the
     Debtors  may be paid at the  Debtors'  election in the  ordinary  course of
     business by the Debtors. All Allowed Administrative Expense Claims shall be
     paid by, and shall be the sole responsibility of, the Debtors.

5.3. TREATMENT OF PRIORITY TAX CLAIMS.

     Each holder of an Allowed Priority Tax Claim shall receive from the Debtors
in full satisfaction of such holder's Allowed Priority Tax Claim, (i) the amount
of such holder's Allowed Claim,  with  Post-Confirmation  Interest  thereon,  in
equal annual Cash payments on each anniversary of the  Distribution  Date, until
the sixth anniversary of the date of assessment of such Claim (provided that the
Debtor may prepay the balance of any such Allowed Priority Tax Claim at any time
without penalty); (ii) a lesser amount in one Cash payment as may be agreed upon
in writing by such holder;  or (iii) such other  treatment as may be agreed upon
in writing by such holder.  The Confirmation  Order shall constitute and provide
for an injunction by the  Bankruptcy  Court as of the Effective Date against any
holder of a  Priority  Tax Claim from  commencing  or  continuing  any action or
proceeding  against any responsible  person or officer or director of any of the
Debtors that otherwise  would be liable to such holder for payment of a Priority
Tax Claim so long as the  Debtors are not in default of their  obligations  with
respect to such Claim under this Section 5.3 of the Plan.

                                   ARTICLE VI.

                      ACCEPTANCE OR REJECTION OF THE PLAN;
                       EFFECT OF REJECTION BY ONE OR MORE
                      CLASSES OF CLAIMS OR EQUITY INTERESTS

6.1. CLASSES ENTITLED TO VOTE.

     Each  impaired  class of Claims  shall be  entitled to vote  separately  to
accept or reject the Plan, except Class 8 - Common Equity  Interests,  Class 9 -
DTC Common Equity Interests and Class 10 - Warrants,  all of which are deemed to
have voted to reject the Plan. All unimpaired  classes of Claims shall be deemed
to have accepted the Plan.

6.2. CLASS ACCEPTANCE REQUIREMENT.

     A class of Claims  shall have  accepted  the Plan if it is  accepted  by at
least  two-thirds  (2/3) in amount and more than one-half (1/2) in number of the
Allowed  Claims in such  class  that have  voted on the Plan.  A class of Equity
Interests  shall have accepted the Plan if it is accepted by holders of at least
two-thirds  (2/3) of the Allowed Equity  Interests in such class that have voted
on the Plan.

                                  ARTICLE VII.

                      MEANS FOR IMPLEMENTATION OF THE PLAN

7.1. CONTINUED CORPORATE EXISTENCE.

     Tamboril  shall  continue to exist after the  Effective  Date as a separate
corporate entity,  with all corporate powers, in accordance with the laws of the
State of Delaware and pursuant to the Tamboril  Charter and the Tamboril Bylaws.
On the  Effective  Date,  TCI and DTC  shall be  dissolved  in  accordance  with
applicable Delaware state law.

7.2. TRANSFER OF VALPERSA COMMON STOCK.

     No later than the Effective  Date, for the benefit of the Debtors and their
Estates,  Infinity  shall cause the  transfer to Tamboril of all of the Valpersa
Common Stock owned by Infinity Tamboril.

7.3. SUBSTANTIVE CONSOLIDATION.

     The  Plan  constitutes  a  motion  for  substantive  consolidation.  On the
Effective  Date,  the  Chapter  11  Cases  shall be  substantively  consolidated
pursuant to the  Confirmation  Order.  For purposes of the Plan,  the assets and
liabilities  of the Debtors  shall be pooled and all Claims  shall be  satisfied
from the assets of a single consolidated  Estate. Any Claims against one or more
of the  Debtors  based  upon a  guaranty,  indemnity,  co-signature,  surety  or
otherwise of Claims  against  another  Debtor shall be treated as a single Claim
against  the  consolidated  estate  of the  Debtors  and  shall be  entitled  to
distribution under the Plan only with respect to such single Claim.

7.4. CANCELLATION OF INTERCOMPANY AFFILIATE CLAIMS.

     On  the  Effective  Date,  all  Intercompany   Affiliate  Claims  shall  be
extinguished.

7.5. VESTING OF ASSETS.

     Upon the occurrence of the Effective Date, title to the Estate Assets shall
vest in the Debtors,  free and clear of all Liens, Claims, Causes of Action, and
interests, except as expressly provided in the Plan. On and after the occurrence
of the Effective  Date,  the Debtors may operate their  businesses  and may use,
acquire and dispose of their assets free of any  restrictions  of the Bankruptcy
Code.

7.6. MANAGEMENT.

     Upon the occurrence of the Effective  Date, the  management,  control,  and
operation of Tamboril  shall become the general  responsibility  of the board of
directors  of  Tamboril,  as  reconstituted  pursuant to the Plan.  Entry of the
Confirmation  Order shall  ratify and approve all actions  taken by the board of
directors of Tamboril from the Petition Date through and until the  Confirmation
Date.

7.7. RECONSTITUTION OF TAMBORIL BOARD OF DIRECTORS.

     The  initial  board of  directors  of  Tamboril  shall be  composed  of the
individuals  identified in the Disclosure  Statement or as otherwise  identified
prior to or at the Confirmation Hearing, to hold such positions.

7.8. OFFICERS.

     The officers and directors of Tamboril immediately  following the Effective
Date, shall be those parties identified in the Disclosure Statement or otherwise
identified prior to or at the conclusion of the Confirmation Hearing.

7.9. THE TAMBORIL CHARTER AND BYLAWS.

     Upon the occurrence of the Effective  Date,  Tamboril's  charter and bylaws
shall be amended and restated as  specified  herein.  In addition to  containing
provisions that are currently  contained in Tamboril's  charter and bylaws,  the
Tamboril  Charter and the Tamboril Bylaws shall provide for, among other things,
a prohibition against the issuance of nonvoting equity securities as required by
section 1123(a)(6) of the Bankruptcy Code.

7.10.     CANCELLATION OF INSTRUMENTS AND AGREEMENTS.

     Upon the  occurrence of the Effective  Date,  except as otherwise  provided
herein, all promissory notes, share certificates,  instruments,  indentures,  or
agreements evidencing, giving rise to, or governing any Claim or Equity Interest
shall be deemed  canceled and annulled  without  further act or action under any
applicable  agreement,  law, regulation,  order, or rule, and the obligations of
the  Debtors  under such  promissory  notes,  share  certificates,  instruments,
indentures, or agreements shall be discharged.

7.11.     EFFECTUATING DOCUMENTS.

     On or before ten (10)  business  days prior to the  deadline for parties to
vote to accept or reject the Plan, the Proponents shall file with the Bankruptcy
Court  substantially final forms of the agreements and other documents that have
been identified  herein as Plan Documents,  which documents and agreements shall
implement and be controlled by the Plan. Entry of the  Confirmation  Order shall
authorize  the  officers of Tamboril  to  execute,  enter into,  and deliver all
documents,  instruments and agreements,  including, but not limited to, the Plan
Documents,  and to take all actions  necessary or  appropriate  to implement the
Plan. To the extent the terms of any of the Plan Documents  materially  conflict
with the terms of the Plan, the Plan shall control.

7.12.     RETENTION OF CAUSES OF ACTION.

     Except as otherwise  provided in the Plan, all Causes of Action  assertable
by any Debtor including,  without limitation,  those Causes of Action assertable
pursuant to sections  542,  543,  544,  545,  547,  548, 549, 550, or 553 of the
Bankruptcy  Code,  shall be retained by Tamboril and shall be vested in Tamboril
upon the occurrence of the Effective Date. Any net recovery realized by Tamboril
on account of such Causes of Action shall be property of Tamboril.

7.13.     INDEMNIFICATION.

     The entry of the Confirmation Order shall constitute a permanent injunction
against the prosecution of all claims and Causes of Action of any Person against
the current officers, directors, employees and attorneys of any Debtor as of the
Effective  Date to the extent  such  claims or Causes of Action (a) are based in
whole or in part on events  occurring on or before the Effective  Date,  and (b)
have been  indemnified by any Debtor under its respective  charter,  its bylaws,
applicable  state law or any other  agreement  between any Debtor and such other
parties, or any combination of the foregoing.

7.14.     APPOINTMENT OF THE DISBURSING AGENT.

     Unless  prior  to the  conclusion  of  the  Confirmation  Hearing  Tamboril
specifically  identifies  a Person to serve as the  Disbursing  Agent  under the
Plan, Tamboril shall serve as the Disbursing Agent.

7.15.     TRANSACTIONS ON THE EFFECTIVE DATE.

     On the Effective Date, unless otherwise  provided by the Confirmation Order
of the  Bankruptcy  Court,  the following  shall occur,  shall be deemed to have
occurred  simultaneously,  and shall constitute substantial  consummation of the
Plan:

          (a) the Tamboril Charter and Bylaws shall become effective; and

          (b) all payments and other  distributions to be made on, or as soon as
     practicable  after, the Effective Date by Tamboril  pursuant to Articles IV
     and V of the Plan shall be made or duly provided for.

7.16.     ACCOUNTS.

     The  Debtors  shall  establish  the  Plan  Funding  Account,  the  Valpersa
Collateral  Account and the General Unsecured Claims Account as interest bearing
accounts.

7.17.     SOURCES OF CASH FOR PLAN DISTRIBUTIONS.

     All Cash  necessary for the Debtors to make payments and  distributions  to
pursuant  to the Plan  shall be  obtained  from the Plan  Funding  Account,  the
Valpersa  Collateral  Account,  or the  General  Unsecured  Claims  Account,  as
applicable.

                                  ARTICLE VIII.

                       PROVISIONS GOVERNING DISTRIBUTIONS

8.1. DATE OF DISTRIBUTIONS.

     Any distributions and deliveries to be made under the Plan on account of an
Allowed  Claim  shall be made on the  Distribution  Date  with  respect  to such
Allowed Claim,  except as otherwise provided for herein, or as may be ordered by
the Bankruptcy Court.

8.2. DISBURSING AGENT.

     The Disbursing Agent shall make or direct all distributions  required under
this Plan.

8.3. MEANS OF CASH PAYMENT.

     Cash  payments  made  pursuant  to the Plan shall be in US funds,  by check
drawn on a domestic bank, or by wire transfer from a domestic bank,  except that
payments made to foreign trade  creditors  holding  Allowed Claims or to foreign
governmental  units holding  Allowed  Priority Tax Claims shall be in such funds
and by such  means  as are  customary  or as may be  necessary  in a  particular
foreign jurisdiction.

8.4. DELIVERY OF DISTRIBUTIONS.

     Subject to Bankruptcy Rule 9010, distributions and deliveries to holders of
Allowed Claims shall be made at the address of each such holder (a) as set forth
on the proofs of Claim filed by such holders or (b) at the last known address of
such holders if the  Disbursing  Agent has been notified of a change of address,
except as otherwise  provided in this Article VIII of the Plan.  If any holder's
distribution  is returned as  undeliverable,  no further  distributions  to such
holder shall be made unless and until the Disbursing Agent receives notification
of such holder's then current  address,  at which time any missed  distributions
shall  be  made  to  such  holder  without  interest.   Amounts  in  respect  of
undeliverable distributions shall be returned to the Disbursing Agent until such
distributions are claimed.  All claims for undeliverable  distributions shall be
made on or before ninety (90) days after the Distribution  Date. After such date
all unclaimed property shall revert to Tamboril;  and, in any case, the Claim or
Equity  Interest of any holder with respect to such property shall be discharged
and forever barred.

8.5. SURRENDER OF NOTES, INSTRUMENTS, AND SECURITIES.

     As a condition to receiving  distributions  provided for by the Plan,  each
holder of a promissory note, share certificate, or other instrument evidencing a
Claim  or  Equity  Interest  shall  surrender  such   promissory   note,   share
certificate, or instrument to the Disbursing Agent within sixty (60) days of the
Effective Date. All promissory notes, share certificates,  and other instruments
surrendered  pursuant to the preceding sentence shall be marked "Compromised and
Settled only as provided in Debtors' Plan of  Reorganization."  Unless waived by
the  Disbursing  Agent any person  seeking the  benefits of being a holder of an
Allowed  Claim  or  Equity  Interest  evidenced  by  a  promissory  note,  share
certificate,  or other instrument,  who fails to surrender such promissory note,
share certificates, or other instrument must (a) establish the unavailability of
such promissory note, share  certificate,  or other instrument to the reasonable
satisfaction of the Disbursing  Agent, and (b) provide an indemnity bond in form
and amount  acceptable to the Disbursing  Agent holding harmless the Debtors and
the Disbursing Agent from any damages,  liabilities,  or costs incurred a result
of treating such Person as a holder of an Allowed Claim or Equity  Interest,  as
applicable. Thereafter, such Person shall be treated as the holder of an Allowed
Claim or Equity  Interest for all purpose  under the Plan.  Notwithstanding  the
foregoing,  any  holder  of a  promissory  note,  share  certificate,  or  other
instrument  evidencing a Claim or Equity  Interest that fails within ninety (90)
days of the  Distribution  Date to  surrender  to the Debtors such note or other
instrument, or alternatively, to satisfy the requirements of the second sentence
of this  Section  9.5 shall be  deemed  to have  forfeited  all  rights,  Claims
against,  and Equity  Interests  in,  each  Debtor and shall not be  entitled to
receive any distribution under the Plan.

8.6. EXPENSES INCURRED ON OR AFTER THE EFFECTIVE DATE
     AND CLAIMS OF THE DISBURSING AGENT.

     Except as  otherwise  ordered by the  Bankruptcy  Court,  the amount of any
expenses  incurred  by the  Disbursing  Agent on or  after  the  Effective  Date
(including,  but not  limited  to,  taxes)  and any  compensation  and  expenses
(including any post-confirmation  fees, costs, expenses, or taxes) to be paid to
or by the  Disbursing  Agent shall be borne by Tamboril.  Professional  fees and
expenses incurred by the Disbursing Agent after the Effective Date in connection
with the  effectuation  of the Plan shall be paid by each in the ordinary course
of business.

8.7. TIME BAR TO CASH PAYMENTS.

     Checks issued by the Disbursing Agent in respect of Allowed Claims shall be
null and void if not  negotiated  within  ninety  (90)  days  after  the date of
issuance thereof. Requests for reissuance of any check shall be made directly to
the Disbursing  Agent,  by the holder of the Allowed Claim with respect to which
such check  originally  was issued.  Any claim in respect of such a voided check
shall be made on or before  ninety  (90) days after the date of issuance of such
check. After such date, all Claims in respect of void checks shall be discharged
and forever barred.

8.8. INITIAL AND INTERIM DISTRIBUTIONS.

     Initial distributions and interim distributions,  if any, under the Plan to
the  holders  of  Allowed  General   Unsecured  Claims  shall  be  made  on  the
Distribution  Dates  and be based on the  Distributing  Agent's  calculation  or
estimate  of the amount of Allowed  General  Unsecured  Claims,  unless upon the
timely request of a party in interest,  the Bankruptcy  Court  determines that a
different  estimate is appropriate.  Final  distributions  shall be based on the
actual amount of Allowed General Unsecured Claims.

                                   ARTICLE IX.

                      PROCEDURES FOR RESOLVING AND TREATING
                      CONTESTED CLAIMS AND EQUITY INTERESTS

9.1. OBJECTION DEADLINE.

     Objections  to Claims shall be filed with the  Bankruptcy  Court and served
upon the  holders  of each of the Claims to which  objections  are made no later
than August 10, 2000.  Simultaneously  with the service and filing of this Plan,
the Debtors intend to file a motion to extend such deadline.

9.2. PROSECUTION OF OBJECTIONS.

     After  the date of entry of the  Confirmation  Order,  only the  Disbursing
Agent shall have authority to file, litigate,  settle, or withdraw objections to
Claims.

9.3. NO DISTRIBUTIONS PENDING ALLOWANCE.

     Notwithstanding any other provision of the Plan, no payment or distribution
shall be made with  respect to any Claim or Equity  Interest to the extent it is
Contested  unless and until such  Contested  Claim  becomes an Allowed  Claim or
Equity Interest.

9.4. DISTRIBUTIONS AFTER ALLOWANCE.

     Payments and  distributions  to each holder of a Contested  Claim or Equity
Interest,  to the extent that such Claim or Equity Interest  ultimately  becomes
Allowed,  shall be made in accordance  with the provision of the Plan  governing
the class of Claims or Equity Interests to which the respective holder belongs.

9.5. ESTIMATION OF CLAIMS.

     The Disbursing  Agent may, at any time,  request that the Bankruptcy  Court
estimate any Contested  Claim or Equity  Interest  pursuant to section 502(c) of
the Bankruptcy  Code  regardless of whether the Disbursing  Agent has previously
objected to such Claim or Equity  Interest or whether the  Bankruptcy  Court has
ruled on any such objection,  and the Bankruptcy Court will retain  jurisdiction
to  estimate  any  Claim  or  Equity  Interest  at any  time  during  litigation
concerning  any  objection  to any Claim,  including  during the pendency of any
appeal  relating to any such objection.  In the event that the Bankruptcy  Court
estimates any Contested  Claim or Equity  Interest,  that estimated  amount will
constitute  either  the  allowed  amount of such Claim or Equity  Interest  or a
maximum  limitation  on such  Claim or Equity  Interest,  as  determined  by the
Bankruptcy  Court. If the estimated amount  constitutes a maximum  limitation on
such  Claim or Equity  Interest,  the  Disbursing  Agent may elect to pursue any
supplemental  proceedings  to object to any  ultimate  payment  on such Claim or
Equity Interest. All of the objection,  estimation,  settlement,  and resolution
procedures set forth in the Plan are cumulative and not necessarily exclusive of
one  another.  Claims or Equity  Interests  may be  estimated  and  subsequently
compromised,  settled,  withdrawn or resolved by any  mechanism  approved by the
Bankruptcy Court.

                                   ARTICLE X.

                    POWERS AND DUTIES OF THE DISBURSING AGENT

10.1.     EXCULPATION.

     Except as otherwise  provided in this Section 10.1, the  Disbursing  Agent,
together with its officers,  directors,  employees, agents, and representatives,
are hereby  exculpated by all Persons,  holders of Claims and Equity  Interests,
and parties in interest, from any and all Causes of Action, and other assertions
of liability  (including  breach of fiduciary duty) arising out of the discharge
of the powers and duties conferred upon the Disbursing Agent by the Disbursement
Agreement, the Plan, any Final Order of the Bankruptcy Court entered pursuant to
or in the  furtherance of the Plan, or applicable law, except solely for actions
or omissions arising out of the Disbursing Agent's willful misconduct. No holder
of a Claim or an Equity  Interest,  or  representative  thereof,  shall  have or
pursue  any claim or cause of action (i)  against  the  Disbursing  Agent or its
officers, directors,  employees, agents, and representatives for making payments
in accordance  with the Plan, or for  liquidating  assets to make payments under
the Plan,  or (ii)  against  any  holder of a Claim or an  Equity  Interest  for
receiving  or  retaining  payments or transfers of assets as provided for by the
Plan. Nothing contained in this Section 10.1 shall preclude or impair any holder
of an Allowed Claim or Equity Interest from bringing an action in the Bankruptcy
Court against any Debtor to compel the making of  distributions  contemplated by
the Plan on account of such Claim or Equity Interest.

10.2.     POWERS AND DUTIES OF THE DISBURSING AGENT.

     Pursuant to the terms and provisions of the Disbursement  Agreement and the
Plan, the Disbursing Agent shall be empowered and directed to (a) take all steps
and execute all instruments  and documents  necessary to make  distributions  to
holders of Allowed Claims; (b) make distributions  contemplated by the Plan; (c)
comply with the Plan and the  obligations  thereunder;  (d) employ,  retain,  or
replace professionals to represent it with respect to its responsibilities;  (e)
object  to Claims  as  specified  in  Article  IX  hereof,  and  prosecute  such
objections; (f) compromise and settle any issue or dispute regarding the amount,
validity, priority,  treatment, or Allowance of any Claim without further notice
or hearing,  and without the need for an order of the Bankruptcy Court approving
such  compromise  or  settlement;  (g) make  annual and other  periodic  reports
regarding the status of  distributions  under the Plan to the holders of Allowed
Claims that are outstanding  against any Debtor at this time; such reports to be
made  available  upon  request to the holders of any  Contested  Claim;  and (h)
exercise such other powers as may be vested in the Disbursing  Agent pursuant to
the Disbursement Agreement, order of the Bankruptcy Court, or the Plan.

                                   ARTICLE XI.

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

11.1.     REJECTED IF NOT ASSUMED.

     The Plan  constitutes  and  incorporates a motion to reject all prepetition
executory contracts,  and all prepetition  unexpired leases to which each Debtor
is a party,  except for an executory contract or lease that (a) has been assumed
or  rejected  by Final Order of the  Bankruptcy  Court;  (b) is the subject of a
motion to assume or reject that is pending  before the  Bankruptcy  Court on the
Effective  Date;  or (c) is  specifically  designed  on  Appendix 1 hereto.  The
Confirmation  Order shall represent and reflect an order of the Bankruptcy Court
approving such rejections and  assumptions of executory  contracts and leases as
of the Effective Date.

11.2.     CURE PAYMENTS.

     Any monetary  amounts by which the contracts and leases to be assumed under
the Plan are in default  shall be satisfied  (a) by delivery of one Cash payment
on the  Distribution  Date in the amount of such  default,  or (b) as  otherwise
agreed by the parties or ordered by the Bankruptcy Court.

11.3.     BAR TO REJECTION DAMAGES.

     If the rejection of an executory contract or unexpired lease by each Debtor
results in damages to the other party or parties to such  contract  or lease,  a
Claim for such damages,  if not heretofore  evidenced by a filed proof of Claim,
shall be forever barred and shall not be enforceable against each Debtor, or its
properties or agents,  successors,  or assigns, unless a proof of Claim is filed
with the  Bankruptcy  Court and served upon counsel for each Debtor on or before
thirty (30) days after service of notice of entry of the Confirmation Order.

                                  ARTICLE XII.

                      CONDITIONS PRECEDENT TO CONFIRMATION
              OF THE PLAN AND THE OCCURRENCE OF THE EFFECTIVE DATE

12.1.     CONDITIONS PRECEDENT TO CONFIRMATION.

          (a) It is a condition  to  confirmation  of the Plan that the Clerk of
     the Bankruptcy Court shall have entered an order or orders on the docket in
     the Chapter 11 Cases,  which may be the Confirmation  Order,  approving the
     Plan Documents, authorizing the Debtors to execute, enter into, and deliver
     the Plan  Documents  and to  execute,  implement,  and give  effect to, the
     transactions contemplated thereby.

          (b) It is a condition  to  confirmation  of the Plan that the Clerk of
     the Bankruptcy Court shall have entered an order or orders on the docket in
     the  Chapter 11 Cases,  which may be the  Confirmation  Order,  issuing the
     injunctions  described  in Section  14.13 of the Plan and the  release  and
     waivers in Section 14.16 of the Plan.

12.2.     CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE EFFECTIVE DATE.

          (a) It is a condition to the occurrence of the Effective Date that the
     Confirmation  Order shall have been entered by the Clerk of the  Bankruptcy
     Court on the docket in the  Chapter  11 Cases,  be in full force and effect
     and be in form and substance satisfactory to Infinity.

          (b) It is a condition to the occurrence of the Effective Date that all
     necessary and material  consents,  authorizations  and approvals shall have
     been given or waived for the implementation of the Plan.

12.3.     WAIVER OF CONDITIONS.

     The  Proponent  (with  the  consent  of  Infinity)  may  waive  any  of the
conditions set forth in Sections 12.1 and 12.2 of the Plan in a writing executed
by each of them.

                                  ARTICLE XIII.

                            RETENTION OF JURISDICTION

13.1.    SCOPE OF JURISDICTION.

     Notwithstanding  the entry of the Confirmation  Order and the occurrence of
the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the
Chapter 11 Cases after the Effective Date as legally permissible, including, but
not limited to, jurisdiction to:

          (a) Allow,  disallow,  determine,  liquidate,  classify,  estimate  or
     establish  the  priority  or  secured  or  unsecured  status of any  Claim,
     including the  resolution of any request for payment of any  Administrative
     Expense Claim and the resolution of any and all objections to the allowance
     or priority of Claims;

          (b) Grant or deny any  applications  for  allowance and payment of any
     Fee Claim for periods ending on or before the Effective Date;

          (c) Resolve  any matters  related to the  assumption,  assumption  and
     assignment  or rejection of any  executory  contract or unexpired  lease to
     which each  Debtor is a party or with  respect to which each  Debtor may be
     liable and to hear,  determine  and, if  necessary,  liquidate,  any Claims
     arising therefrom;

          (d)  Ensure  that  distributions  to  holders  of  Allowed  Claims are
     accomplished pursuant to the provisions of the Plan;

          (e) Decide or resolve any motions, adversary proceedings, contested or
     litigated  matters and any other matters and grant or deny any applications
     involving  each  Debtor  that may be  pending  on or  commenced  after  the
     Effective Date;

          (f) Enter such orders as may be necessary or  appropriate to implement
     or consummate the  provisions of the Plan, and all contracts,  instruments,
     releases,   indentures  and  other  agreements  or  documents   created  in
     connection with the Plan or the Disclosure Statement,  including to correct
     any defect, cure any omission or reconcile any inconsistency;

          (g)  Resolve any cases,  controversies,  suits,  or disputes  that may
     arise in connection with the consummation, interpretation or enforcement of
     the Plan or any entity's  obligations incurred in connection with the Plan,
     or any other  agreements  governing,  instruments  evidencing  or documents
     relating  to  any  of  the  foregoing,   including  the  interpretation  or
     enforcement  of  any  rights,  remedies  or  obligations  under  any of the
     foregoing;

          (h) Issue  injunctions,  enter and implement other orders or take such
     other actions as may be necessary or appropriate  to restrain  interference
     by any entity  with  Consummation  or  enforcement  of the Plan,  except as
     otherwise provided herein;

          (i) Enter and implement such orders as are necessary or appropriate if
     the  Confirmation  Order  is for any  reason  modified,  stayed,  reversed,
     revoked or vacated;

          (j) Determine  any other matters that may arise in connection  with or
     relate to the Plan, the Disclosure Statement, the Confirmation Order or any
     contract,  instrument,  release,  indenture or other  agreement or document
     created in connection with the Plan or the Disclosure Statement,  except as
     provided in Section 13.1(g) or elsewhere herein; and

          (k) Enter a Final Decree as contemplated by Bankruptcy Rule 3022.

                                  ARTICLE XIV.

                            MISCELLANEOUS PROVISIONS

14.1.     NOTICE OF ENTRY OF CONFIRMATION ORDER AND RELEVANT DATES.

     Promptly upon entry of the Confirmation Order,  Tamboril serve on all known
parties in interest, holders of Claims, and holders of Equity Interests,  notice
of the entry of the  Confirmation  Order and all  relevant  deadlines  and dates
under the Plan, including, but not limited to, the deadline for filing notice of
Administrative  Expense Claims (Section 5.2 hereof), and the deadline for filing
rejection damage claims (Section 11.3 hereof).

14.2.     PAYMENT OF STATUTORY FEES.

     United  States  Trustee  Fees.  The Debtor  shall pay the U.S.  Trustee the
appropriate sum pursuant to 28 U.S.C.  Section 1930(a)(6) on the Effective Date,
and,  simultaneously  provide  to the  U.S.  Trustee  an  appropriate  Affidavit
indicating cash disbursements for all relevant periods; notwithstanding anything
contained in the Plan to the contrary,  the reorganized Debtor shall further pay
the U.S. Trustee the appropriate sum required pursuant to 28 U.S.C. Section 1930
(a)(6) for  post-confirmation  periods  within the time  periods set forth in 28
U.S.C.  Section  1930(a)(6)  until the earlier of the closing of the case by the
issuance  of a final  decree by the Court,  or upon the entry of an order by the
Court  dismissing the case, or converting this case to another chapter under the
United  States   Bankruptcy   Code,  and  the  party   responsible   for  paying
post-confirmation  U.S.  Trustee  fees shall  provide to the U.S.  trustee  upon
payment of each  post-confirmation  payment an appropriate  Affidavit indicating
disbursement for the relevant periods.

14.3.     NO INTEREST OR ATTORNEYS' FEES.

     Except as  expressly  stated in the Plan,  or as allowed by the  Bankruptcy
Court, no interest,  penalty or late charge arising after the Petition Date, and
no  award  or   reimbursement   of  attorneys   fees  or  related   expenses  or
disbursements, shall be allowed on, or in connection with, any Claim.

14.4.     MODIFICATION OF THE PLAN.

     Modification of the Plan may be proposed in writing by the Proponent at any
time  before  confirmation,  provided  that the  Plan,  as  modified,  meets the
requirements  of section 1122 and 1123 of the  Bankruptcy  Code,  and the Debtor
shall have complied with section 1125 of the Bankruptcy Code. The Proponents may
modify the Plan (with the consent of  Infinity)  at any time after  confirmation
and before substantial consummation,  provided that the Plan, as modified, meets
the  requirements  of  sections  1122  and 1123 of the  Bankruptcy  Code and the
Bankruptcy  Court,  after  notice and a hearing,  confirms the Plan as modified,
under section 1129 of the Bankruptcy  Code, and the  circumstances  warrant such
modifications.  A holder of a Claim that has accepted or rejected the Plan shall
be  deemed  to have  accepted  or  rejected,  as the case may be,  such  plan as
modified,  unless,  within the time fixed by the Bankruptcy  Court,  such holder
changes its previous acceptance or rejection.

14.5.     REVOCATION OF PLAN.

     The Proponents  reserve the right to revoke and withdraw the Plan after the
Confirmation  Date and prior to the  occurrence of the Effective  Date (with the
consent of Infinity).  If the Proponents  revoke or withdraw the Plan, or if the
Effective Date does not occur,  then, the Plan shall be deemed null and void and
nothing  contained  herein shall be deemed to  constitute a waiver or release of
any Claims by or against the  Proponents  or any other person or to prejudice in
any  manner  the  rights of the  Proponent  or any  person in any other  further
proceedings involving each Debtor.

14.6.     EXEMPTION FROM TRANSFER TAXES.

     Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer,
or exchange of notes or equity  securities  under the Plan,  the creation of any
mortgage, deed of trust, or other security interest, the making or assignment of
any lease or sublease, or the making or delivery of any deed or other instrument
of  transfer  under,  in  furtherance  of,  or in  connection  with,  the  Plan,
including, without limitation, any agreements of consolidation,  deeds, bills of
sale,  or  assignments  executed  in  connection  with  any of the  transactions
contemplated  under the Plan shall not be subject  to any  stamp,  real  estate,
transfer, mortgage recording, or other similar tax.

14.7.     SETOFF RIGHTS.

     In the event that a Debtor has a claim of any nature whatsoever against the
holder of a Claim,  such Debtor may, but is not required to, setoff  against the
Claim (and any  payments  or other  distributions  to be made in respect of such
Claim hereunder) the Debtor's claim against the holder, unless any such claim is
or will be released under the Plan,  subject to the provisions of section 553 of
the  Bankruptcy  Code.  Neither the failure to set off nor the  allowance of any
Claim  under the Plan  shall  constitute  a waiver or release by a Debtor of any
claim that such Debtor has against the holder of a Claim.

14.8.     SUBORDINATION RIGHTS.

     All Claims  against and Equity  Interests  in the  Debtors,  based upon any
claimed  subordination rights against the Debtors or rights to avoid payments or
transfers of property by the Debtors pursuant to any provision of the Bankruptcy
Code or other applicable law, shall be deemed satisfied as to the Debtors by the
distributions  under the Plan to holders of Allowed  Claims and  Allowed  Equity
Interests having such  subordination  rights and any rights to avoid payments or
transfers of property. As proposed in the Plan, the distributions to the various
classes  of  Claims  hereunder  shall  not  be  subject  to  levy,  garnishment,
attachment, or like legal process by any holder of a Claim or Equity Interest by
reason of any claimed subordination rights or otherwise of the holder of a Claim
or Equity  Interest  against  the  holder of another  Claim or Equity  Interest,
except as  otherwise  provided  herein.  Distributions  under the Plan  shall be
subject  to and  modified  by any order  pursuant  to which a party in  interest
obtains a Final  Order  directing  distributions  other than as  provided in the
Plan, which distributions take into account the subordination  rights of holders
of Claims and Equity Interests between and among themselves.

14.9.     COMPLIANCE WITH TAX REQUIREMENTS.

     In connection with the Plan, each Debtor,  and the Disbursing Agent,  shall
comply  with all  withholding  and  reporting  requirements  imposed by federal,
state,  local, and foreign taxing  authorities and all  distributions  hereunder
shall be subject to such  withholding  and reporting  requirements.  Pursuant to
section 1146(c) of the Bankruptcy Code, the issuance,  transfer,  or exchange of
promissory notes,  equity  securities,  or other instruments under the Plan, the
creation of any mortgage,  deed of trust, or other security interest, the making
or  assignment of any lease or sublease or the making or delivery of any deed or
other instrument of transfer under, in furtherance of, or in connection with the
Plan,  including,  without  limitation,  any merger  agreements or agreements of
consolidation,  deeds, bills of sale, or assignments executed in connection with
any of the transactions  contemplated under the Plan shall not be subject to any
stamp, real estate transfer, mortgage recording, or other similar tax.

14.10.    RECOGNITION OF GUARANTY RIGHTS.

     The  classification  of and manner of satisfying  all Claims under the Plan
take into  consideration  (a) the  existence  of  guaranties  by each  Debtor of
obligations of other  Persons,  and (b) the fact that each Debtor may be a joint
obligor with other Persons with respect to an obligation. All Claims against the
Debtors based upon any such guaranties or joint  obligations shall be discharged
in the manner provided in the Plan; provided, that no creditor shall be entitled
to receive more than one recovery with respect to any of its Allowed Claims.

14.11.    COMPLIANCE WITH ALL APPLICABLE LAWS.

     If notified by any  governmental  authority  that it is in violation of any
applicable  law,  rule,  regulation,  or  order of such  governmental  authority
relating to its  businesses,  each Debtor,  shall take whatever action as may be
required to comply with such law, rule,  regulation,  or order;  provided,  that
nothing  contained  herein  shall  require  such  compliance  if the legality or
applicability of any such requirement is being contested in good faith,  and, if
appropriate, an adequate reserve for such requirement has been set aside.

14.12.    DISCHARGE OF CLAIMS.

     Except as  otherwise  provided  herein or in the  Confirmation  Order,  the
rights  afforded  in the  Plan and the  payments  and  distributions  to be made
hereunder shall discharge all existing debts and Claims of any kind,  nature, or
description  whatsoever  against each Debtor or the Estate  Assets to the extent
permitted by section 1141 of the Bankruptcy  Code;  upon the Effective Date, all
existing Claims shall be, and shall be deemed to be discharged;  and all holders
of Claims shall be precluded from asserting  against the Debtors,  or any of the
Estate  Assets,  any other or  further  Claim  based  upon any act or  omission,
transaction,  or other activity of any kind or nature that occurred prior to the
Effective Date, whether or not such holder filed a proof of Claim.

14.13.    INJUNCTIONS.

          (a) On the Effective  Date, all Persons who have been,  are, or may be
     holders  of Claims  against or Equity  Interests  in the  Debtors  shall be
     enjoined from taking any of the following  actions against or affecting the
     Debtors,  their respective Estates, or its assets and property with respect
     to such Claims or Equity  Interests  (other than actions brought to enforce
     any rights or  obligations  under the Plan and  appeals,  if any,  from the
     Confirmation Order):

               (i) commencing,  conducting or continuing in any manner, directly
          or  indirectly,  any  suit,  action  or other  proceeding  of any kind
          against each Debtor, its respective Estate, or its assets or property,
          or any direct or indirect successor in interest to the Debtors, or any
          assets or property of such transferee or successor (including, without
          limitation, all suits, actions, and proceedings that are pending as of
          the  Effective  Date,  which  must  be  withdrawn  or  dismissed  with
          prejudice);

               (ii)  enforcing,  levying,  attaching,  collecting  or  otherwise
          recovering by any manner or means whether  directly or indirectly  any
          judgment,  award,  decree or order against each Debtor, its respective
          Estate, or its assets or property, or any direct or indirect successor
          in  interest  to the  Debtors,  or any  assets  or  property  of  such
          transferee or successor;

               (iii) creating,  perfecting or otherwise enforcing in any manner,
          directly or indirectly,  any Lien against each Debtor,  its respective
          Estate,  or its  respective  assets  or  property,  or any  direct  or
          indirect successor in interest to any of the Debtors, or any assets or
          property of such transferee or successor other than as contemplated by
          the Plan;

               (iv) asserting any setoff,  right of subrogation or recoupment of
          any kind,  directly  or  indirectly  against any  obligation  due each
          Debtor,  its respective  Estate, or its respective assets or property,
          or any direct or indirect successor in interest to any of the Debtors,
          or any assets or property of such transferee or successor; and

               (v)  proceeding in any manner in any place  whatsoever  that does
          not conform to or comply with the provisions of the Plan.

          (b) Except as provided  herein,  as of the Effective Date, all Persons
     are permanently  enjoined from commencing or continuing in any manner,  any
     action or  proceeding,  whether  directly,  derivatively,  on account of or
     respecting any Claim, debt, right, Cause of Action or liability released or
     to be released pursuant to the Plan.

14.14.    DISCHARGE OF THE DEBTORS.

     Any  consideration  distributed under the Plan shall be in exchange for and
in  complete  satisfaction,  discharge,  and release of all Claims of any nature
whatsoever  against  the  Debtors and any of their  assets or  properties;  and,
except as otherwise provided herein,  upon the Effective Date, the Debtors shall
be deemed discharged and released to the extent permitted by section 1141 of the
Bankruptcy  Code from any and all Claims,  including  but not limited to demands
and liabilities  that arose before the Effective Date, and all debts of the kind
specified in section 502(g),  502(h), or 502(i) of the Bankruptcy Code,  whether
or not (a) a proof of Claim based upon such debt is filed or deemed  filed under
section 501 of the Bankruptcy  Code; (b) a Claim based upon such debt is allowed
under  section 502 of the  Bankruptcy  Code;  or (c) the holder of a Claim based
upon  such  debt  has  accepted  the  Plan.  Except  as  provided  herein,   the
Confirmation  Order  shall  be a  judicial  determination  of  discharge  of all
liabilities of the Debtors.  As provided in section 524 of the Bankruptcy  Code,
such discharge  shall void any judgment  against the Debtor at any time obtained
to the extent it relates to a Claim  discharged,  and operates as an  injunction
against the prosecution of any action against the Debtors,  or their properties,
to the extent it relates to a Claim discharged.

14.15.    EXCULPATION.

     Neither  the  Proponent,  the  Infinity  Parties,  any of their  respective
Affiliates, nor any of their respective members, officers, directors,  managers,
employees,  agents,  or  professionals  shall have or incur any liability to any
holder  of a Claim  or  Equity  Interest  for any act,  event,  or  omission  in
connection  with, or arising out of, the  preparation and  dissemination  of the
Disclosure  Statement,  the  solicitation of votes with respect to the Plan, the
Chapter 11 Cases, the confirmation of the Plan, the consummation of the Plan, or
the administration of the Plan or the property to be distributed under the Plan,
except for willful misconduct.

14.16.    OTHER RELEASE AND WAIVER.

     Without  limiting  the  benefits  of  any  release,  waiver,  discharge  or
injunction  contained in or effected by the  Confirmation  Order or elsewhere in
this Plan, by and upon accepting or receiving any distribution of Cash or Equity
Interests  as  contemplated  by this  Plan or  otherwise  benefitting  from  any
treatment  contemplated  for the holder of any Claim or Equity  Interest  by the
Plan,  each such holder of any Claim or Equity  Interest shall be deemed to, and
shall,  release and forever discharge each of the Plan Proponents,  the Infinity
Parties,  and  the  Disbursing  Agent,  and  all  officers,  owners,  employees,
trustees, managers, successors, and any other representatives and agents thereof
(other than former  officers  and  directors of the Debtors) of and from any and
all obligations,  liabilities,  causes of action,  suits, debts, dues, warrants,
accountings,  or any  other  claim  incurred  or  arising  at any time  from the
beginning of the world through the Effective Date and  thereafter  arising from,
related to or  otherwise  concerning  such Claim or Equity  Interest,  directly,
derivatively  or  otherwise,  all of which shall be  permanently  waived by such
holders of Claims or Equity Interests;  provided,  however,  that this paragraph
shall not constitute a release by any such holder of a Claim or Equity  Interest
of any rights expressly  assigned thereto under another provision of the Plan or
the Confirmation  Order. The Confirmation  Order shall contain the provisions of
the foregoing  release,  waiver and discharge,  and shall permanently enjoin any
party  from  bringing  any suit,  cause of  action,  claim or other  action,  or
otherwise  attempting  in any way to enforce  any  alleged  right or interest in
contravention of the foregoing release, waiver and discharge.

14.17.    BINDING EFFECT.

     The Plan shall be binding upon and inure to the benefit of the Debtors, the
Infinity  Parties,  the  holders of all Claims and Equity  Interests,  and their
respective successors and assigns.

14.18.    NOTICES.

     Whenever  service is required in the Plan,  such service shall be made upon
the following parties so as to be received by 5:00 p.m. Eastern Daylight Time on
or before the date required:

                  The Debtors:

                  Attn:  President
                  Tamboril Cigar Corporation
                  111 S.W. 3rd Street, Suite 701
                  Miami, Florida  33130
                  Facsimile: (305) 372-0188

                  with a copy to:

                  Paul Steven Singerman, Esquire
                  James H. Fierberg, Esquire
                  Berger, Davis & Singerman, P.A.
                  200 South Biscayne Boulevard
                  Suite 2950
                  Miami, Florida  33131
                  Facsimile:  (305) 714-4340

                  Infinity:

                  Infinity Emerging Holdings Subsidiary Limited
                  Hunkins Waterfront Plaza
                  Main Street
                  P.O. Box 556
                  Charleston, Nevis, West Indies

                  with a copy to:

                  Stuart J. Chasanoff, Esquire
                  HW Finance LLC
                  1601 Elm Street, Suite 4000
                  Dallas, Texas 75201
                  Facsimile: (214) 720-1667

                  Thomas E Lauria, Esquire
                  Frank L. Eaton, Esquire
                  White & Case LLP
                  First Union Financial Center
                  200 South Biscayne Boulevard
                  Miami, FL 33131
                  Facsimile:  (305) 358-5744

14.19.    GOVERNING LAW.

     Unless a rule of law or procedure is supplied by federal law (including the
Bankruptcy Code and Bankruptcy  Rules) or the Delaware General  Corporation Law,
the  laws  of  the  State  of  Florida   shall  govern  the   construction   and
implementation  of the  Plan  and any  agreements,  documents,  and  instruments
executed in connection with the Plan or the Chapter 11 Cases, including the Plan
Documents,  except as may otherwise be provided in such  agreements,  documents,
instruments, and Plan Documents.

14.20.    SEVERABILITY.

     SHOULD THE  BANKRUPTCY  COURT  DETERMINE  THAT ANY PROVISION OF THE PLAN IS
UNENFORCEABLE  EITHER ON ITS FACE OR AS APPLIED TO ANY CLAIM OR EQUITY  INTEREST
OR TRANSACTION, THE PROPONENT (WITH THE CONSENT OF INFINITY) MAY MODIFY THE PLAN
IN ACCORDANCE  WITH SECTION 14.5 OF THE PLAN SO THAT SUCH PROVISION SHALL NOT BE
APPLICABLE TO THE HOLDER OF ANY CLAIM OR EQUITY  INTEREST.  SUCH A DETERMINATION
OF UNENFORCEABILITY SHALL NOT (A) LIMIT OR AFFECT
<PAGE>


THE  ENFORCEABILITY  AND OPERATIVE  EFFECT OF ANY OTHER PROVISION OF THE PLAN OR
(B) REQUIRE THE RESOLICITATION OF ANY ACCEPTANCE OR REJECTION OF THE PLAN.

Dated:   August 9, 2000

                                              Respectfully submitted,

                                              TAMBORIL CIGAR COMPANY


                                               By:
                                                  ------------------------------
                                               Its:
                                                  ------------------------------

                                              TAMBORIL CIGAR INTERNATIONAL, INC.


                                              By:
                                                 -------------------------------
                                              Its:
                                                 -------------------------------

                                              DIVERSIFIED CIGAR COMPANY

                                              By:
                                                 -------------------------------
                                              Its:
                                                 -------------------------------
<PAGE>


                                  APPENDIX ONE



                                      NONE