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                                                                       EXHIBIT 2
                                                                       ---------



                                 Second Amended
                              Disclosure Statement
                                  for Amended
                             Plan of Reorganization
                              Filed June 24, 1998





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                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA

In re:                                       CASE NO. 98-20169-BKC-RBR
                                                    CHAPTER 11
 
2CONNECT EXPRESS, INC.

                  Debtor.
                                /
--------------------------------

             SECOND AMENDED DISCLOSURE STATEMENT FOR AMENDED PLAN OF
                      REORGANIZATION PROPOSED BY THE DEBTOR

                  2CONNECT EXPRESS, INC. (the "Debtor") proposes the following
Second Amended Disclosure Statement For Amended Plan of Reorganization (the
"Plan"), pursuant to sections 1121(b) and 1125, Title 11, United States Code
(the "Bankruptcy Code"):

                                    GENERALLY

                  This Disclosure Statement has been prepared pursuant to
sections 1121 and 1125 of the Bankruptcy Code by the Debtor and describes, among
other things, the terms and provisions of the Plan filed in connection herewith.

                  The information contained herein has been prepared by the
Debtor in good faith, based upon information from (i) the Schedules filed by the
Debtor in this Chapter 11 Case, (ii) the books and records of the Debtor, (iii)
Debtor's management, and (iv) the court record in these bankruptcy proceedings.
The information contained herein has not been the subject of an audit or other
independent third party verification. The Debtor believes that the Disclosure
Statement complies with the requirements of the Bankruptcy Code and contains
sufficient 







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information to enable all creditors to make an informed judgment concerning the
Plan. The statements contained in this Disclosure Statement generally are made
as of June 5, 1998, unless another time is specified herein, and delivery of
this Disclosure Statement shall not create an implication that there has been no
change in the information set forth herein since the date hereof and the date of
the materials relied upon in preparation of this Disclosure Statement.

                  THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE
OTHER THAN TO DETERMINE HOW TO VOTE ON THE PLAN, AND NOTHING CONTAINED HEREIN
SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, OR BE
ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTOR. CREDITORS AND INTEREST
HOLDERS ARE ENCOURAGED TO CONSULT THEIR OWN PROFESSIONALS TO DETERMINE THE TAX
OR OTHER LEGAL EFFECTS ON THEM.

                  THIS DISCLOSURE STATEMENT MUST BE APPROVED BY ORDER OF THE
BANKRUPTCY COURT AS CONTAINING INFORMATION OF A KIND AND IN SUFFICIENT DETAIL TO
ENABLE A HYPOTHETICAL REASONABLE INVESTOR TYPICAL OF CREDITORS OF THE RELEVANT
CLASSES TO MAKE AN INFORMED JUDGMENT CONCERNING THE PLAN. HOWEVER, PLEASE BE
ADVISED THAT BANKRUPTCY COURT APPROVAL OF THIS DISCLOSURE STATEMENT WILL NOT
CONSTITUTE A RECOMMENDATION BY THE BANKRUPTCY COURT EITHER FOR OR AGAINST THE
PLAN.

                  ANY REPRESENTATIONS MADE IN ORDER TO SECURE AN ACCEPTANCE
OF THE PLAN THAT ARE NOT CONTAINED IN THE DISCLOSURE 
















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STATEMENT SHOULD BE REPORTED TO DEBTOR'S COUNSEL AND THE U.S. TRUSTEE FOR
APPROPRIATE ACTION.

                  A ballot accompanies this Disclosure Statement for use in
voting on the Plan. See Article II of the Disclosure Statement below. A sample
form of ballot is attached to this Disclosure Statement as Exhibit A.

                  Confirmation of the Plan depends, in part, upon the receipt of
a sufficient number of votes in favor of the Plan from persons holding Allowed
Claims entitled to vote under the Plan. Accordingly, if you hold an Allowed
Claim entitled to vote, your vote is important.

                  The Disclosure Statement describes distributions to creditors
under the Plan. YOU ARE URGED TO STUDY THE PLAN AND TO CONSULT YOUR COUNSEL
CONCERNING THE PLAN AND ITS IMPACT UPON YOUR LEGAL RIGHTS. THE PLAN IS A LEGALLY
BINDING ARRANGEMENT AND SHOULD BE READ IN ITS ENTIRETY, AS OPPOSED TO RELYING ON
THE SUMMARY IN THIS DISCLOSURE STATEMENT.

                  THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREWITH.












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                                    ARTICLE I

                                  INTRODUCTION

                  A.       DEBTORS' HISTORICAL AND BACKGROUND INFORMATION.

                  The Debtor is a corporation organized and existing under the
laws of the state of Florida. The Debtor was formed in April 1996 and opened its
first store in December 1996. The Debtor is a specialty retailer of Internet,
cellular, PCS, paging, telephone, satellite and other communications related
services and products under the name "2Connect, America's Total Communications
Store." Since its incorporation, the Debtor continued to open new stores
throughout South Florida. At the time of the filing of the within bankruptcy,
the Debtor had ten (10) operating retail locations and one location under lease,
but not operating. With the exception of its Coral Square Store, all of the
Debtor's store locations were in power/strip centers.

                  In order to finance its operations and the expansion and
development of its stores, the Debtor conducted three private offerings of
common stock, which offerings raised in total an amount equal to $3,236,957. The
private offerings closed on each of May 15, 1996, May 17, 1996 and August 30,
1996. In addition, the Debtor, through its investment banking firm of Sterne
Agee & Leach, Inc. ("Sterne Agee"), completed an initial public offering of the
Debtor's common stock on May 9, 1997. The initial public offering was successful
and the Debtor received gross proceeds therefrom equal to $6.5 million. After
deducting offering



----------------------
(1) STERNE AGEE CURRENTLY OWNS 73,339 SHARES OF COMMON STOCK IN THE DEBTOR.
CERTAIN AFFILIATES OF STERNE AGEE OWN AN ADDITIONAL 114,789 SHARES OF COMMON
STOCK IN THE DEBTOR.










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expenses and the underwriting discount, the Debtor received net proceeds equal
to approximately $5.39 million.

                  Thereafter, in late 1997, the Debtor obtained a line of credit
in the maximum amount of $1 million from Bay Tech Investments, Inc. ("Bay Tech
Investments").  Bay Tech Investments is controlled by Mr. Allan Fishman, who is
the father of one of the founders of the Debtor, Mr. Marc Fishman.  The line of
credit is secured by a first lien and security interest in all of the assets of
the Debtor.  As of the filing of this bankruptcy case, the outstanding balance
of the line of credit was $275,000.

                  B. EVENTS LEADING UP TO THE FILING OF THE CHAPTER 11 CASE.

                  Since its inception, the Debtor has continued to open new
retail locations in power/strip centers throughout South Florida. The Debtor
expended significant amounts of money on (i) leasehold improvements for such
locations and (ii) inventory to be sold therein. The Debtor also expended
significant amounts of money on advertising so as to draw customers to such
locations. Of all of the Debtor's locations, only the Coral Square Store
operated at a reasonable profit without accounting for corporate overhead.
Certain of the other locations operated either at break-even or just above
break-even without accounting for corporate overhead. The remaining locations
lost money on an operating basis. In addition, the Debtor created and maintained
a corporate overhead structure that was too large and costly for its












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business operations. As a result, the Debtor was not able to earn a profit since
its inception. Further, by mid to late 1997, the equity monies raised by the
Debtor in its private offerings and the initial public offering were virtually
exhausted.

                  In order to continue funding its operations, the Debtor needed
to raise additional equity capital in mid to late 1997. The Debtor attempted to
do so through Sterne Agee and through the issuance of convertible debentures.
The Debtor was unsuccessful in doing so.

                  As a result, in December 1997 and early January 1998, the
Debtor considered the filing of a Chapter 11 bankruptcy. The bankruptcy filing
would allow the Debtor to (i) reject leases for non-performing store locations,
(ii) preserve cash and defer pre- petition liabilities, (iii) restructure its
liabilities, and (iv) provide a mechanism for the Debtor to be sold or for a new
equity infusion. The Debtor was also concerned about preserving its existing net
operating losses. For such reasons, the Debtor filed its voluntary petition on
January 12, 1998.

                  C. SUMMARY OF THE PROCEEDINGS IN THE CHAPTER 11 CASE.

                  On January 12, 1998, the Debtor filed a voluntary petition
under Chapter 11 of the Bankruptcy Code. Immediately thereafter, Marc Fishman,
the Debtor's pre-petition CEO and Chairman of the board of directors resigned
from such positions. 










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The board of directors of the Debtor asked Thomas Hicks to assume such
responsibilities on an interim basis and Mr. Hicks agreed to do so. Within days
of the filing of the petition, the Debtor filed (i) an Ex-Parte Motion to Employ
Kelley Drye & Warren, LLP as counsel to the Debtor, (ii) an Ex-Parte Motion to
Employ Baker & McKenzie as special counsel to the Debtor, and (iii) a Motion to
Reject Certain Leases of Non Residential Real Property. The Court ultimately
granted such motions. On January 20, 1998, the Debtor filed an Ex-Parte
Application to Employ Strategic Advisory Group as Investment Bankers/Advisors to
the Debtor to assist the Debtor in raising equity capital. The Court ultimately
granted such motion on February 11, 1998. On March 17, 1998, the Debtor filed an
Ex- Parte Motion to employ the accounting firm of KPMG Peat Marwick, LLP in
order to prepare the Debtor's tax return and assist in the preparation of an
audit in connection with the filing of its Form 10K with the SEC. The Court
granted such motion. 

                  On January 27, 1998, the Debtor filed an Ex-Parte Motion to
Extend the Time to file Schedules, which Motion the Court granted. On February
5, 1998, the Debtor filed its Schedules and Statement of Financial Affairs. In
addition, the Debtor filed separate motions to pay pre-petition warranty
contract premiums and to honor pre-petition customer refunds and 

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

(2) MR. HICKS WAS ENGAGED BY THE DEBTOR IN MID TO LATE 1997 AS A FINANCIAL 
CONSULTANT. SOON THEREAFTER, HE BECAME A DIRECTOR OF THE DEBTOR AND ITS CHIEF
FINANCIAL OFFICER.





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pay pre-petition employee out of pocket expenses. The Court granted such
motions.

                  Prior to the filing of the bankruptcy, the Debtor met with Bay
Tech Investments in order to gain its consent to the post petition use of cash
collateral and to provide debtor in possession financing to the Debtor. Shortly
after the case was filed, the Debtor and Bay Tech Investments entered into a
stipulation whereby Bay Tech Investments agreed to the Debtor's use of cash
collateral and further agreed to provide debtor in possession financing to the
Debtor in a maximum amount equal to $500,000. The Court preliminarily approved
such stipulation on February 11, 1998 and finally approved it on March 2, 1998.

                  The Debtor, on February 25, 1998 filed (i) a motion to sell
certain excess inventory to Cellstar free and clear of all liens and
encumbrances, and (ii) a motion to sell certain excess inventory to Leon Katz
free and clear of all liens and encumbrances. The Debtor also filed a motion on
March 17, 1998 to sell certain excess inventory to Brightstar. The Debtor
requested hearings on such motions on shortened notice due to the price and
technology sensitive nature of the inventory being sold. The Court granted each
such motion and authorized the Debtor to sell such assets in accordance with the
terms thereof. The Debtor promptly consummated such sales.

                  Thereafter, the Debtor filed motions to reject several
employment contracts of certain pre and post petition management





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personnel, including Marc Fishman, Thomas Hicks, Kevin Killoran, Larry Pacey and
Jeff Manly. The Court granted each such motion.

                  On February 24, 1998, the United States Trustee's Office
appointed an Official Committee of Unsecured Creditors (the "Committee"), which
Committee is comprised of Robert E. Utsman, Harold Leitman and Dan Roe. The
Committee engaged Daniel L. Bakst of Bakst, Cloyd and Bakst, P.A. as its counsel
in this case. The Committee, although supportive generally of the Debtor's
efforts during the case, filed a motion to convert the case to a case under
Chapter 7 on April 4, 1998. The Debtor met with counsel to the Committee to
discuss the Debtor's proposed plan of reorganization, which plan is described
herein. Based upon the terms of the Plan, the Committee decided to withdraw its
motion to convert without prejudice to re-filing and having a hearing on 7 days
notice.

                  Finally, the Debtor filed a motion to engage an auctioneer and
to conduct an auction of its excess inventory. Since the three previous bulk
sales, the Debtor had not been able to locate any additional buyers. In
addition, the Debtor was not able to liquidate its excess inventory through its
retail locations. Finally, the Debtor believed that the excess inventory was
depreciating in value on a daily basis. As a result, the Debtor decided to
conduct an auction. The Debtor thereafter filed a motion for authority to
conduct an auction and to engage Stampler auctioneers to assist the Debtor
therein. On March 10, 


















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1998, however, the Court denied the Debtor's request to conduct an auction
partly on the basis that the Debtor had not filed a plan and the Court, like the
Committee above, did not know whether the Debtor could propose a feasible plan.
The Debtor sought reconsideration of such ruling. In the meantime, however, the
Debtor filed the initial version of the Plan. At the hearing on the motion for
reconsideration, the Court indicated that it had read the Plan and based in part
thereon decided to allow the Debtor to conduct the auction of its excess
inventory.

                  On April 22, 1997, the Debtor moved all of its excess
inventory to its Davie store location and conducted the auction through Stampler
Auctioneers. The Debtor believes that the auction was a success in that the
Debtor was able to recover an amount equal to approximately $335,500 net of all
fees paid to Stampler Auctioneers.

                  After the auction, the Debtor closed and moved out of all of
its remaining store locations with the exception of its Coral Square Lease. The
Debtor has rejected the nonresidential leases for all such locations with the
exception of the Coral Square location. The Debtor also moved out of its
corporate headquarters location because it no longer needed the space given its
much reduced operations. Mr. Hicks has sublet a significantly smaller amount of
space to the Debtor in order to allow the Debtor to continue its administrative
and financial reporting functions for the Coral Square location. The proposed
rent for such space























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was approximately $1000 per month compared to the rent at the original corporate
headquarters, which was in excess of $5,000 per month. The Debtor filed a motion
to approve such sublease and the Court granted the motion.

                  On April 15, 1998, the Debtor filed the initial version of the
Plan and Disclosure Statement. A hearing was set for the approval of the
Disclosure Statement on May 29, 1998. Since the filing of such Plan, however,
several events have occurred which necessitate amendments to the Plan. In
addition to the events described above, the Committee has negotiated and
finalized, along with the Debtor, an agreement with Sterne Agee & Leach for
Sterne Agee & Leach to make the New Value Contribution on the Effective Date in
an amount equal to $185,000. The Debtor has requested and expects to shortly
receive a total deposit on such agreement in an amount equal to $50,000. The
Debtor already has a $10,000 initial deposit.

                  In addition, the Debtor has entered into a Management
Agreement with Bobby Allison for the management and operation of the Coral
Square store location, which is the Debtor's last remaining store. The Debtor,
as a result of reduced merchandise assortments and advertising, is not able to
operate the Coral Square store on a profitable basis. The Debtor has been and
expects to continue losing approximately $12,000 per month operating such store.
As discussed in more detail in Article V(E) herein, the Debtor anticipates that
it will merge with Bobby 

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Allison shortly after the Effective Date of the Plan. In connection therewith,
Bobby Allison is only interested in the Debtor maintaining operations in the
Coral Square store. As a result, Bobby Allison is willing to enter into the
Management Agreement and manage the Coral Square store. The Debtor filed a
motion to authorize it to enter into the Management Agreement, which motion was
granted by the Court at a hearing on June 16, 1998. Bobby Allison and the Debtor
have transitioned the management of the Coral Square store to Bobby Allison,
including taking a physical inventory of the inventory at such store. Following
transition of the Coral Square store to Bobby Allison, the Debtor has further
reduced its corporate personnel to four persons, namely, Thomas Hicks, Chip
Chalfant, M. Bolden and J. Kinsey. Mr. Hicks will be full time through the end
of June and then part time (20-30 hours per week) thereafter through
confirmation at an hourly rate of $100 per hour. Mr. Chalfant will work part
time (10 hours per week) through confirmation at a rate of $50 per hour. Ms.
Bolden will be full time through confirmation at a rate of $580.00 per week.
Finally, Ms. Kinsey will be part time (16 hours per week) at a rate of $14.50
per hour. The major tasks to be performed through confirmation include monthly
DIP reports, sales and other tax returns, account receivable collections, sales
of contracts and remaining assets, disbursement agent to creditors, transition
of the Coral Square store location and miscellaneous matters. Finally, the
Debtor will continue to engage Patty Silverman as a direct salesperson for
























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Nextel, Sprint and Primeco as long as the gross margin from her sales exceeds
her weekly compensation. Finally, the Debtor has filed a motion to enforce the
automatic stay against BellSouth Cellular. The Debtor believes that BellSouth
violated the automatic stay when it terminated the Debtor's ability to activate
cellular phones through BellSouth. BellSouth asserts that it had a right to do
so 12 because the contract between the Debtor and BellSouth terminated by its
own terms. The Debtor asserts that such contract did not terminate and was in
full force and effect, thereby making BellSouth's action a direct and willful
violation of the automatic stay. The Debtor has also sought sanctions against
BellSouth for such conduct. BellSouth and the Debtor have settled this dispute
and the motion. The terms of the settlement provide that BellSouth will pay the
estate an amount equal to $66,000 and waive any claim it has against the
estate.3 In addition, the Debtor will issue a general release to BellSouth. The
Court approved this settlement at a hearing on June 16, 1998.

                  As a result of the termination of service from BellSouth,
however, the Debtor had to locate another provider so as to enable
it to continue its operations.  The Debtor approached Bobby Allison
and requested that Bobby Allison allow the Debtor to activate
cellular phones through 







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<PAGE>   15

Bobby Allison and AT&T agreed to do so. Therefore, the Debtor has been
activating phones and continuing its business through AT&T.

                  The Debtor, due mainly to its corporate overhead and slow
sales in all but the Coral Square store location, has experienced losses during
this Chapter 11 Case. Attached hereto as Exhibit B are the pertinent pages from
the Debtor's DIP reports filed with the Court during these proceedings. As a
result of these losses, the Debtor has been focusing on closing all of its store
locations except the Coral Square store, liquidating its excess inventory,
reducing corporate overhead and expenses and negotiating the New Value
Contribution.

                  The Debtor is a public company with its Equity Interests
registered to trade in accordance with Section 12 of the Securities Exchange Act
of 1934. The Debtor was required to file an audited set of financial statements
for the year ended December 31, 1997. However, due to the lack of resources, the
Debtor was unable to have an audit of its books and records performed. As a
result, the Debtor could not complete its Form 10K for 1997. The Debtor
anticipates that it will become current in its filings with the Securities and
Exchange Commission after it emerges from these bankruptcy proceedings.










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<PAGE>   16

                  D. CLAIMS AGAINST THE DEBTOR PROVIDED FOR IN THE PLAN

                  The Plan separately classifies the Claims and Interests into
four (4) Classes of Claims and Interests, which Classes are more specifically
set forth in Article III of the Plan. The Classes and the estimated amount of
Claims therein are set forth below. Such Claims are based upon the information
available to the Debtor, including, without limitation, the Debtor's schedules
and the proofs of claims filed in this case through the date hereof.















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                         CATEGORIES AND ESTIMATED CLAIMS

                  Class 1- Secured Claim of
                           Bay Tech Investments      $ unknown(4)

                  Class 2- Priority Claims           $ 44,496(5)

                  Class 3- Unsecured Claims          $2,674,553(6)

                  Class 4- Interests                 100% -  pre-petition equity

                  Of the Claims listed above, the Debtor is only aware of five
claims of insiders. They consist of (i) the Secured Claim of Bay Tech
Investments, (ii) a Rejection Claim in the amount of $181,250 arising out of the
rejection of the employment contract of Marc Fishman, the Debtor's former CEO,
(iii) a Rejection Claim in the amount of approximately $8,876 arising out of the
rejection of the employment contract of Kevin Killoran, the former secretary

---------------------------
(4) THE DEBTOR PAID THE OUTSTANDING PRINCIPAL AND INTEREST OWING TO BAY TECH
INVESTMENTS ON OR ABOUT MARCH 30, 1998. HOWEVER, BAY TECH MAY STILL BE OWED
CERTAIN AMOUNTS, INCLUDING, WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES.

(5) THE PRIORITY CLAIMS CONSIST OF ACCRUED VACATION PAY TO FORMER EXPLOYEES.

(6) THIS AMOUNT INCLUDES THE UNSECURED NON-PRIORITY CLAIMS SCHEDULED BY THE
DEBTOR AND THE PROOFS OF CLAIMS FILED AS THE BAR DATE IN THIS CASE. THE DEBTOR
BELIEVES THAT IT HAS VALID AND SUSTAINABLE OBJECTIONS TO APPROXIMATELY $1.75
MILLION OF THESE CLAIMS. IF SUCCESSFUL IN THESE OBJECTIONS, THEN THE DEBTOR
EXPECTS TO LIMIT THE TOTAL AMOUNT OF ALLOWED UNSECURED CLAIMS TO APPROXIMATELY
$2 MILLION. HOWEVER, SINCE CERTAIN LEASES OF NON-RESIDENTIAL REAL PROPERTY HAVE
ONLY RECENTLY BEEN REJECTED, ADDITIONAL REJECTION CLAIMS MAY BE FILED PRIOR TO
CONFIRMATION OF THE PLAN, THEREBY INCREASING THE TOTAL AMOUNT OF ALLOWED
UNSECURED CLAIMS.

(7) THE DEBTOR BELIEVES THAT THIS CLAIM WAS INCORRECTLY CALCULATED PURSUANT TO
THE LIMITATIONS CONTAINED IN 11 U.S.C. SECTION 502(b)(7). THE DEBTOR BELIEVES
THAT THE CORRECT AMOUNT OF SUCH CLAIM SHOULD EQUAL APPROXIMATELY $150,000
PURSUANT TO SECTION 502(b)(7). IN ADDITION, MR. FISHMAN FILED A PRIORITY CLAIM
IN THE AMOUNT OF $5,769.









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for the Debtor(8), (iv) a Rejection Claim in the amount of $244,235 arising out
of the rejection of the employment contract of Thomas Hicks, the Debtor's
current interim CEO, and for accrued vacation in the amount of $11,538 for Mr.
Hicks, and (v) a Rejection Claim in the amount of $105,625 arising out of the
rejection of the employment contract of Billy Fowler, the Debtor's former vice
president of store operations, and for accrued vacation in the amount of $5,625
for Mr. Fowler.

                  Other than the claims of insiders described above, the Debtor
is aware of only one transaction with an insider, which transaction was the loan
from Bay Tech Investments to the Debtors pre-petition as well as the DIP
financing that Bay Tech provided the Debtor with the approval of the Court, each
of which is discussed in detail above.

                                   ARTICLE II

                       VOTING PROCEDURES AND REQUIREMENTS

                  A. MANNER OF VOTING ON THE PLAN.

                  Each creditor entitled to vote on the Plan may cast a vote by
completing, dating, and signing a ballot, and filing the ballot with the Clerk
of the Bankruptcy Court at the following address:

-------------------------
(8) MR. KILLORAN ALSO FILED TWO PRIORITY CLAIMS, ONE IN THE AMOUNT OF $2,076 AND
ONE IN THE AMOUNT OF $420.




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                                    Clerk, United States Bankruptcy Court
                                    Southern District of Florida
                                    United States Courthouse
                                    Clerk's Office
                                    51 S.W 1st Avenue
                                    Miami, Florida  33131

All ballots must be sent directly to the Clerk of the Bankruptcy Court and
received within the time to be prescribed by the Bankruptcy Court.






































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<PAGE>   20

                  B. CREDITORS AND EQUITY SECURITY INTERESTS ENTITLED TO VOTE

                  Except as provided below, any holder of a claim or equity
security interest whose claim or interest is impaired under the Plan is entitled
to vote if either (i) its claim or interest has been scheduled by the Debtor and
such claim or interest is not scheduled as disputed, contingent or unliquidated,
or (ii) such holder of a claim or equity security interest has filed a proof of
claim or interest on or before the deadline for filing a ballot to be set by the
Court. A holder of a disputed, unliquidated or contingent claim or interest, or
the holder of a claim or interest that has been objected to, is not entitled to
vote on the Plan unless such claim or interest has been allowed prior to the
balloting deadline by the Bankruptcy Court after notice and a hearing or the
Bankruptcy Court estimates such claim or interest for voting purposes prior to
the balloting deadline. In addition, a vote may be disregarded if the Bankruptcy
Court determines that the acceptance or rejection of the Plan by a creditor was
not solicited or procured in good faith or in accordance with the provisions of
the Bankruptcy Code.

                  C. DEFINITION OF IMPAIRMENT

                  Under section 1124 of the Bankruptcy Code, a class of claims 
or interests is impaired under a plan unless, with respect to each claim or 
interest of such class, the plan:

                  (1) leaves unaltered the legal, equitable, and


















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<PAGE>   21

                           contractual rights to which such claim or interest
                           entitles the holder of such claim or interest; or

                  (2)      notwithstanding any contractual provision or appli
                           cable law that entitles the holder of such claim or
                           interest to demand or receive accelerated payment of
                           such claim or interest after the occurrence of a
                           default: 

                           (A)      cures any such default that occurred before
                                    or after the commencement of the case under
                                    this title, other than a default of a kind
                                    speci fied in section 365(b)(2) of the
                                    Bankruptcy Code;

                           (B)      reinstates the maturity of such claim or
                                    interest as such maturity existed before
                                    such default;

                           (C)      compensates the holder of such claim or
                                    inter est for any damages incurred as a
                                    result of any reasonable reliance by such
                                    holder on such contractual provision or such
                                    applicable law; and

                           (D)      does not otherwise alter the legal,
                                    equitable, or contractual rights to which
                                    such claim or interest entitles the holder
                                    of such claim or interest.















                                       20

<PAGE>   22

                  D. CLASSES UNDER THE PLAN 

                  The classes under the Plan are as follows:

                           (a) CLASS 1.   The Allowed Secured Claim of Bay
                                          Tech Investments against the
                                          Debtor;

                           (b) CLASS 2.   The Allowed Priority Claims
                                          against the Debtor;

                           (c) CLASS 3.   The Allowed Unsecured Claims
                                          against the Debtor; and

                           (d) CLASS 4.   The Allowed Interests in the
                                          Debtor.

                  E. CLASSES IMPAIRED UNDER THE PLAN

                  All Classes of Claims and Interests are "impaired" under the
Plan and are entitled to vote to accept or reject the Plan. Any controversy as
to whether any creditor or class of creditors are impaired under the Plan shall,
after notice and a hearing, be determined by the Bankruptcy Court.











                                       21
<PAGE>   23

                  F. VOTES REQUIRED FOR CLASS ACCEPTANCE

                  Section 1126(c) of the Bankruptcy Code defines acceptance of a
plan of reorganization or liquidation by a class of claims as the acceptance by
holders of at least two-thirds in amount and more than one-half in number of the
allowed claims of the class actually voting to accept or reject the proposed
plan. Section 1126(d) of the Bankruptcy Code defines acceptance of a plan of
reorganization or liquidation by a class of interests as the acceptance by
holders of at least two-thirds in amount of the allowed interests of the class
actually voting to accept or reject the proposed plan.

                  G. INFORMATION ON VOTING BALLOTS

                  Ballots are being forwarded to the holders of Claims and
Interests in all Classes.

                                   ARTICLE III

                            CONFIRMATION OF THE PLAN

                  The Bankruptcy Code establishes certain procedural and
substantive requirements for confirmation of a plan of reorganization or
liquidation. In addition, the Bankruptcy Code provides a mechanism which enables
the Debtor to confirm such a plan, notwithstanding rejection thereof by a class
of creditors.











                                       22
<PAGE>   24

                  A.       CONFIRMATION HEARING

                  Section 1128(a) of the Bankruptcy Code requires the Bankruptcy
Court, after notice, to hold a hearing on confirmation of the Plan (the
"Confirmation Hearing"). Section 1128(b) of the Bankruptcy Code provides that
any party in interest may object to confirmation of the Plan. Any objection to
confirmation must be made in writing and filed with the Bankruptcy Court with
proof of service and served upon the following persons within ten (10) days
prior to the Confirmation Hearing:

                             Paul J. Battista, Esq.
                            Kelley Drye & Warren, LLP
                      201 South Biscayne Blvd., Suite 2400
                              Miami, Florida 33131

                              Daniel L. Bakst, Esq.
                              Bakst, Cloyd & Bakst
                        1551 Forum Place, Bldgs 200 & 400
                         West Palm Beach, Florida 33401

                             Steven R. Turner, Esq.
                             Senior Attorney-Advisor
                           U.S. Department of Justice
                           Office of the U.S. Trustee
                              51 S.W. First Avenue
                                    Room 1204
                                 Miami, FL 33130

unless an objection to confirmation is timely filed and served, it may
not be considered by the Bankruptcy Court.






















                                       23


<PAGE>   25

                  B.       REQUIREMENTS FOR CONFIRMATION OF THE PLAN

                  Section 1129 of the Bankruptcy Code sets forth the substan
tive requirements for confirmation of a plan of reorganization or liquidation.
At the Confirmation Hearing, the Bankruptcy Court will determine whether the
requirements of Section 1129 have been satis fied, in which event the Bankruptcy
Court will enter an order confirming the Plan. The relevant requirements of
section 1129 of the Bankruptcy Code include:

                  (1)      The plan complies with the applicable provisions of
                           the Bankruptcy Code.

                  (2)      The proponent of the plan has complied with the
                           applicable provisions of the Bankruptcy Code.

                  (3)      The plan has been proposed in good faith and not by
                           any means forbidden by law.

                  (4)      Any payment made or promised by a debtor or by a
                           person issuing securities or acquiring property under
                           the plan, for services or for costs and expenses in,
                           or in connection with the case, or in connection with
                           the plan and incident to the case, has been disclosed
                           to the court, and any such payment made before the
                           confirmation of the plan is reasonable, or if such
                           payment is to be fixed after confirmation of the
                           plan, such payment is subject to the approval of the
                           court as reasonable. 

                  (5)      The proponent of the plan has disclosed the identity 



                                       24


<PAGE>   26

                           and affiliations of any individual proposed to serve,
                           after confirmation of the plan, as a director,
                           officer, or voting trustee of a debtor, an affiliate
                           of a debtor participating in a plan with a debtor, or
                           a successor to the debtor under the plan, and the
                           appointment to, or continuance in, such office of
                           such individual is consistent with the interests of
                           creditors and with public policy, and each debtor has
                           disclosed the identity of any insider that will be
                           employed or retained by a reorganized debtor and has
                           disclosed the nature of any compensation for such
                           insider.

                  (6)      With respect to each class of impaired claims or
                           interests -- 

                           (A)      either each holder of a claim or interest of
                                    such class has accepted the plan or will
                                    receive or retain under the plan on account
                                    of such claim or interest, property of a
                                    value, as of the effec tive date of the
                                    plan, that is not less than the amount that
                                    such holder would so receive or retain if
                                    the debtor was liquidated on such date under
                                    chapter 7 of the Bankruptcy Code; or

                           (B)      if section 1111(b)(2) of the Bankruptcy Code
                                    applies to the claim of such class, each
                                    holder
                                   













                                       25

<PAGE>   27

                                    of a claim of such class will receive or
                                    retain under the plan on account of such
                                    claim property of a value, as of the
                                    effective date of the plan, that is not less
                                    than the value of such holder's interest in
                                    the estate's interest in the property that
                                    secures such claim.

                  (7)               Each class of claims or interests has either
                                    accepted the plan or is not impaired under
                                    the plan, or the requirements of section
                                    1129(b) are satisfied.

                  (8)      Except to the extent that the holder of a particular
                           claim has agreed to a different treatment of such
                           claim:

                           (A)      The plan provides that administration
                                    expenses and gap period claims will be paid
                                    in full on the effective date.

                           (B)      Priority claims (other than gap period
                                    claims and tax claims) will receive, if such
                                    class has accepted the plan, deferred cash
                                    payments of a value equal to the allowed
                                    amount of such claim or, if such class has
                                    rejected the plan, payment in full on the
                                    effective date.

                           (C)      The plan provides that allowed unsecured
                                    claims of governmental units for certain
                                    kinds of taxes will be paid in deferred cash
                                    payments, over a period not exceeding six
                                    years after the date of 









                                       26
<PAGE>   28

                                    assessment of such claim, of a value, as of
                                    the effective date of the plan, equal to the
                                    allowed amount of such claim.

                  (9)      If a class of claims is impaired under the plan, at

                           least one class of impaired claims has accepted the
                           plan, determined without including any acceptance of
                           the plan by any insider holding a claim of such
                           class.

                  (10)     Confirmation of the plan is not likely to be followed
                           by the liquidation, or the need for further financial
                           reorganization of the debtor or any successor to the
                           debtor under the plan, unless such liquidation or
                           reorganization is proposed in the plan.

                  (11)     All fees payable under section 1930 of title 28,
                           United States Code, as determined by the Bankruptcy
                           Court at the hearing on confirmation of the plan,
                           have been paid or the plan provides for the payment
                           of all such fees on the effective date of the plan.

                  The Debtor believes that the Plan satisfies all the statutory
requirements of chapter 11 of the Bankruptcy Code, and that it has complied, or
will have complied, with all of the requirements of chapter 11.




















                                       27

<PAGE>   29

                  C.       CRAMDOWN

                  The Bankruptcy Code provides for confirmation of a plan even
if it is not accepted by all impaired classes of claims if at least one impaired
class has voted to accept the plan. These so-called "cramdown" provisions for
confirmation are set forth in section 1129(b) of the Bankruptcy Code. If any
impaired class of claims does not accept the Plan, the Bankruptcy Court may
still confirm the Plan at the request of the Debtor if, as to each impaired
class which has not accepted the Plan, the Plan does not "discriminate unfairly"
and is "fair and equitable." The phrase "fair and equitable" has different
meanings for secured and unsecured claims and classes of interests. For secured
creditors, fair and equitable usually requires that such secured creditors
receive deferred cash payments equal to the allowed amount of their claim as of
the Effective Date. For unsecured creditors, fair and equitable means that no
class junior to the class of unsecured claims will receive any distribution
under the Plan. If one or more classes of impaired claims under the Plan rejects
the Plan, the Debtor reserves the right to request the Bankruptcy Court to
determine at confirmation whether the Plan is fair and equitable and does not
discriminate unfairly against any rejecting impaired class of claims so as to
allow confirmation despite the vote to reject the Plan. The Debtor also reserves
the right to amend the Plan at that time and in such a manner as to permit
confirmation over the vote of the rejecting impaired class.




















                                       28

<PAGE>   30

                                   ARTICLE IV

                  PROPOSED TREATMENT OF CLASSES UNDER THE PLAN

                  Section 1123 of the Bankruptcy Code provides that a plan of
reorganization shall classify the claims of a debtor's creditors and interest
holders. The Plan divides the claims of known creditors and the equity security
interests of stockholders into classes and sets forth the treatment offered each
class. Section 101(5) of the Bankruptcy Code defines "claim" as a "right to
payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured" or a "right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment whether or
not such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured, or unsecured."

                  The Debtor is required under section 1122 of the Bankruptcy
Code to classify the claims and equity security interests into classes that
contain claims which are substantially similar to the other claims and interests
in such class. The Debtor believes that it has classified all claims and
interests in compliance with the provisions of section 1122. It is possible that
a creditor or equity security holder may challenge the Debtor's classification
of claims and interests, and the Bankruptcy Court may find that a different
classification is required for the Plan to be confirmed. In such event, it is
the present intention of the Debtor, to the extent 











                                       29

<PAGE>   31

permitted by the Bankruptcy Court, to make such reasonable modifications of the
classification under the Plan to provide for whatever reasonable classification
might be required by the Bankruptcy Court for confirmation and to use the Plan
acceptances received in this solicitation for the purpose of obtaining the
approval of the class or classes of which the accepting holder is ultimately
deemed to be a member.

                  A.  UNCLASSIFIED CLAIMS.

                  The Bankruptcy Code does not require classification of certain
priority claims against a debtor, including Administrative Claims, Priority Tax
Claims of certain taxing authorities entitled to priority under section
507(a)(8) of the Bankruptcy Code and the U.S. Trustee Fees. In the instant
proceeding, Administrative Claims, Priority Tax Claims and U.S. Trustee Fees are
not classified. However, such Claims shall be treated in the following manner.

                  (i) ADMINISTRATIVE CLAIMS

                  An administrative claim ("Administrative Claim") is a claim
for payment of (i) actual and necessary expenses of preserving the Debtor's
estate after the Petition Date, (ii) compensation for professionals pursuant to
Sections 330 and 503 of the Bankruptcy Code, (iii) fees and charges assessed
against the estate pursuant to 28 U.S.C. ss.1930(a) and (b), and (iv)
compensation to professionals after the confirmation of the Plan.

                  Each holder of an Allowed Administrative Claim, unless
otherwise agreed to by such holder, will receive from the Debtor cash









                                       30

<PAGE>   32

equal to the unpaid portion of such Allowed Administrative Claim on the earlier
of (a) the Confirmation Date, (b) the date on which an order approving payment
of such Claim is entered, or (c) for Administrative Claims that represent
liabilities incurred by the Debtor in the ordinary course of its business during
the Chapter 11 Case, the date on which such Claim becomes due in the ordinary
course of the Debtor's business and in accordance with the terms and conditions
of any agreements relating thereto.

                  As of the date of this Disclosure Statement, the Bankruptcy
Court has not authorized the payment of any Administrative Claims. The Debtor is
unable at this time to estimate exactly the amount of Administrative Claims
which will be payable in this case due to the amount of work that remains to be
accomplished and the uncertainty of the extent of the objections, if any, that
will be filed in opposition to the confirmation of the Plan, any amendments to
the Plan, or other issues that may arise in the instant proceeding after the
date of this Disclosure Statement. Notwithstanding such uncertainty, the Debtor
anticipates that an aggregate amount of $165,000 (exclusive of retainers to
Kelley Drye & Warren, LLP and Baker & McKenzie) in Administrative Claims will
have been incurred in the aggregate from the Petition Date through the
confirmation of the Plan by Kelley Drye & Warren LLP, as counsel to the Debtor,
Baker & McKenzie, as special counsel to the Debtor, Bakst Cloyd & Bakst, as
counsel to the Committee, KPMG Peat Marwick, as accountants to the Debtor and
Kapila & Company, as accountants to the Committee.
















                                       31




<PAGE>   33

                  (ii) PRIORITY TAX CLAIMS

                  The holders, if any, of Allowed Priority Tax Claims under
Section 507(a)(8) of the Bankruptcy Code shall be paid 100% of the amount of
their Claims in full on the later to occur of (i) the Initial Distribution Date,
or (ii) within ten (10) days after the date their Allowed Priority Tax Claim is
allowed by a Final Order of the Court. The Debtor estimates that are a total of
$15,941 in Priority Tax Claims filed or to be filed against the Debtor.


                  (iii) U.S. TRUSTEE FEES 

                  Notwithstanding any other provisions of the Plan to the
contrary, the Debtor shall pay the U.S. Trustee the appropriate sum required
pursuant to 28 U.S.C. Section 1930(a)(6), within ten (10) days of the entry of
the order confirming this Plan, for pre- confirmation periods and simultaneously
provide to the U.S. Trustee an appropriate affidavit indicating the cash
disbursements for the relevant period. The Debtor, as a reorganized Debtor,
shall further pay the U.S. Trustee the appropriate sum required pursuant to 28
U.S.C. ss.1930(a)(6) for post-confirmation periods within the time period set
forth in 28 U.S.C. ss.1930(a)(6), based upon all post- confirmation
disbursements made by the reorganized Debtor, until the earlier of the closing
of this case by the issuance of a Final Decree by the Bankruptcy Court, or upon
the entry of an Order by the Bankruptcy Court dismissing this case or converting
this case to another chapter under the United States Bankruptcy Code, and the
reorganized Debtor shall provide to Untied States Trustee upon the



                                       32

<PAGE>   34

payment of each post-confirmation payment an appropriate affidavit indicating
all the cash disbursements for the relevant period.

                  B. CLASSIFICATION OF CLAIMS AND INTERESTS.

                  The following describes the four Classes of Claims and
Interests as well as the Debtor's classification of those Claims against and
Interests in the Debtor that are required to be classified under the Bankruptcy
Code and the treatment that the holders of Allowed Claims or Allowed Interests
shall receive for such Claims or Interests:

                  1. CLASS 1 - ALLOWED SECURED CLAIM OF BAY TECH INVESTMENTS.
The Debtor scheduled Bay Tech Investments as having a secured claim in this
Chapter 11 Case in the principal amount equal to $275,000.00. Bay Tech
Investments shall receive on account of its Allowed Secured Claim payment of all
unpaid principal and accrued interest thereon either prior to or on the
Effective Date of the Plan. Bay Tech Investments shall retain its first priority
lien, mortgage and security interest in and on all of the assets of the Debtor
until its Allowed Secured Claim is paid in full, all in accordance with its
pre-petition loan and security documents and the DIP financing and cash
collateral orders entered in this Chapter 11 Case by the Bankruptcy Court.

                  2. CLASS 2 - ALLOWED PRIORITY CLAIMS. The holders of Allowed
Priority Claims shall receive cash equal to the amount of such Allowed Priority
Claims on the later to occur of (i) the Initial Distribution Date, or (ii)
within ten (10) days after such Allowed



                                       33
<PAGE>   35

Priority Claims are determined by a Final Order of the Bankruptcy Court.

                  3. CLASS 3 - THE ALLOWED UNSECURED CLAIMS. Each holder of an
Allowed Unsecured Claim, including Rejection Claims, against the Debtor shall
receive a Distribution (i) on the Initial Distribution Date equal to their
respective Pro Rata share of the Available Cash after payment of all Allowed
Administrative Claims, Allowed Secured Claims, Allowed Priority Tax Claims and
Allowed Priority Claims, and (ii) thereafter, to the extent applicable, in an
amount equal to their respective Pro Rata share of the monies, if any, available
after the Debtor completes the objections to claims process, which monies shall
be distributed within ten (10) days after the entry of a Final Order on the last
objection to claims.

                  4. CLASS 4 - THE ALLOWED INTERESTS IN THE DEBTOR. Pursuant to
and as a result of the New Value Contribution, the Allowed Interests in the
Debtor shall be not be effected by the Plan. All holders of pre-petition Equity
Securities in the Debtor shall retain such Equity Securities on and after the
Effective Date in the same amount, in the same proportion and with the same
rights as existed on the Petition Date. In the event the New Value Contribution
is not made, then the pre-petition Equity Securities in the Debtor shall
terminate and be extinguished on the Effective Date.





                                       34
<PAGE>   36

                                   ARTICLE V

               MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN

                  A. VESTING OF PROPERTY OF THE ESTATE.

                  On the Effective Date, if the New Value Contribution is made,
then all property of the estate shall be transferred to and vested in the
Reorganized Debtor, which property shall include without limitation any and all
inventory, store fixtures and the Coral Square Lease, which Lease is being
assumed by the Debtor pursuant to the terms of the Plan. If the New Value
Contribution is not made, then any and all remaining property of the estate,
excluding Available Cash, shall be transferred to and vest in the Reorganized
Debtor to be liquidated and distributed as provided in the Plan. On the
Effective Date, the Committee will be dissolved and all members thereof and
Professionals engaged thereby shall be relieved of any and all further
responsibilities or duties hereunder.

                  B. RETENTION OF EQUITY SECURITIES.

                  In addition, on the Effective Date, if the New Value
Contribution is made, then the holders of pre-petition Equity Securities shall
retain such Equity Securities unaffected by the Plan. If the New Value
Contribution is not made, then all pre-petition Equity Securities shall be
cancelled and extinguished.

                  C. MEANS FOR IMPLEMENTATION OF PLAN.

                  The Debtor, since the filing of this case, has been
streamlining its costs, downsizing its operations and liquidating excess assets.
The Debtor has completed such efforts by closing all of its remaining stores,
with the exception of the Coral Square store location, eliminating all but a
small staff at the corporate level 


                                       35
<PAGE>   37

and liquidating, through auction, all remaining excess inventory, equipment and
furniture. Prior to the Effective Date, the Debtor anticipates that it will have
liquidated and reduced to Cash all of its excess assets with the exception of
those assets which it will retain as a reorganized Debtor pursuant to the terms
hereof. In addition, the Debtor, together with the Committee has negotiated and
finalized the terms upon which Sterne Agee will make the New Value Contribution
on the Effective Date. The proceeds from the liquidation of assets and the New
Value Contribution shall be included in Available Cash. If the New Value
Contribution is not made per the terms of such agreement, then the Debtor shall
liquidate all of its remaining assets in a manner which will provide the highest
and best value to the estate. Any proceeds therefrom shall be included in the
Available Cash for distribution to creditors hereunder.

                  On the Effective Date of the Plan, the Debtor will use the
Available Cash to pay the Allowed Administrative Claims, the Allowed Secured
Claim, the Allowed Priority Tax Claims and the Allowed Priority Claims.
Immediately thereafter, the Debtor will make a Pro Rata Distribution of the
remainder of the Available Cash to the holders of Allowed Unsecured Claims. To
do so, the Debtor will utilize the Cash on hand on the Effective Date, which
Cash was generated through operations, through the sale/liquidation of assets,
collection of accounts receivables and the New Value Contribution, if
applicable. Thereafter, and to the extent any such assets are not 



                                       36

<PAGE>   38

liquidated as of the Effective Date, the Reorganized Debtor shall continue its
liquidation efforts and shall, within ten (10) days after receipt of the net
proceeds from any such liquidation, distribute the net proceeds therefrom Pro
Rata to the holders of Allowed Unsecured Claims pursuant to the terms of the
Plan.

                  Finally, the Debtor will complete any and all objections to
claims filed or to be filed in these proceedings. If the Debtor is successful
therein, then any monies reserved on the Effective Date for such claims will be
re-distributed to all Allowed Unsecured Claims hereunder after the Debtor
obtains a Final Order on the last objection to claims.

                  D. THE NEW VALUE CONTRIBUTION

                  Sterne Agee has indicated to the Debtor a desire to make the
New Value Contribution in order that all holders of pre-petition Equity
Securities shall be able to retain such Equity Securities in connection with
confirmation of the Plan. The Committee, with the Debtor's assistance, has
negotiated an agreement with Sterne Agee on the amount of the New Value
Contribution. Pursuant to the agreement reached by the Committee, the New Value
Contribution shall be $185,000, which amount shall be paid to the Debtor on the
Effective Date.

                  E. THE MERGER WITH BOBBY ALLISON CELLULAR.

                  The Debtor has entered into a certain merger agreement with
Bobby Allison Cellular for the merger of Bobby Allison Cellular into the Debtor
(the "Merger"). However, the Merger is conditioned upon 



                                       37

<PAGE>   39

several events, including without limitation, Sterne Agee making the New Value
Contribution, the confirmation of the Plan and the Debtor's emergence from this
Chapter 11 Case. As a result, the Merger, should it occur, will not take place
until after the Effective Date. Pursuant to the terms of the Plan, neither the
Reorganized Debtor nor Bobby Allison Cellular will be obligated to pay any
Claims accruing against the Debtor prior to the Effective Date. All holders of
such Claims, upon being allowed pursuant to the terms hereof, will share in the
Available Cash. As a result, the benefit of the Merger will inure to the holders
of Equity Securities in the Reorganized Debtor.

                  Bobby Allison Cellular is a privately owned company that
operates ten retail locations in Central Florida specializing in the sale of
cellular phones and related communications equipment. Bobby Allison Cellular
desires to expand its operations into new markets and requires additional equity
investment to do so. Sterne Agee believes that it can and has agreed to attempt
to raise such additional equity investment for Bobby Allison Cellular but only
in the event that the Merger is consummated after the Effective Date.

                  F. POST-CONFIRMATION MANAGEMENT.

                  Assuming the New Value Contribution is made, the Reorganized
Debtor proposes to continue to operate its business. The Reorganized Debtor
further proposes to consummate the Merger with Bobby Allison Cellular as set
forth above. As of the Effective Date, the Reorganized Debtor, assuming the New
Value Contribution is made, shall reconstitute its board of directors to include
those persons 




                                       38
<PAGE>   40

selected by Sterne Agee, which persons shall be identified prior to the
Confirmation Date.

                  G. PRESERVATION, PROSECUTION AND DEFENSE OF CAUSES OF ACTION.

                  The Reorganized Debtor shall have the right to pursue,
prosecute and settle any and all claims or causes of action, whether or not such
claims or causes of action have been commenced as of the Effective Date, causes
of action which are property of the estate under Section 541 of the Bankruptcy
Code, and causes of action relating to turnover, avoidance actions and voidable
transfers under Section 542 through 550 of the Bankruptcy Code. Any recoveries
from such causes of action shall be included in the Available Cash to be
distributed to the creditors hereunder, whether on the Initial Distribution Date
or at such time as such recoveries occur.

                  In addition to the above, the other claims and causes of
action which shall be transferred to and vest in the Reorganized Debtor pursuant
to the terms of the Plan shall include, but not be limited to, the following:

                  1. Any and all claims and causes of action against any and all
of the officers, directors, shareholders, principals, employees, agents and
affiliates of the Debtor in any way related to, including providing aid and
assistance in connection with, (i) the operation, management and financing of
the Debtor, including, without 

--------
(9) ANY RECOVERIES FROM SUCH LITIGATION WILL BE INCLUDED IN AVAILABLE CASH TO
BE DISTRIBUTED TO THE HOLDERS OF ALLOWED CLAIMS UNDER THE PLAN.


                                       39

<PAGE>   41

limitation, breach of fiduciary duty, negligence, misrepresentation, and federal
or state statutory claims; (b) the sale, transfer, exchange or disposition of
any property of the Debtor either prior to or after the Petition Date; or (c)
the conversion, misappropriation or misapplication of property of the Debtor or
any proceeds or products thereof.

                  2. Any and all claims and causes of action against those
persons or entities who participated or had any involvement in, as transferor,
transferee, recipient or otherwise, the sale, transfer, exchange or disposition
of any property of the Debtor, or the products or proceeds thereof, including
without limitation under and pursuant to state fraudulent conveyance laws and
Sections 542 through 550 of the Bankruptcy Code.

                                   ARTICLE VI

                            ALTERNATIVES TO THE PLAN

                  If the Plan is not approved and confirmed, then one
alternative would be the conversion of this Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code. Under Chapter 7, all of the assets of estate
will be liquidated by a chapter 7 bankruptcy trustee. However, distributions to
holders of Claims in Chapter 7, to the extent there are any, are usually delayed
for up to years so as to enable a Chapter 7 trustee to liquidate assets,
administer the estate, and adjudicate claims.

                  Further, and more important, the Debtor has already commenced
and, for the most part, completed the liquidation process 




                                       40

<PAGE>   42

of all of its assets, and has negotiated and obtained an agreement concerning
the New Value Contribution. The Debtor believes that it has achieved
significantly higher values for the assets being liquidated than what a Chapter
7 trustee could have achieved.

                  In addition, the Debtor has cut its costs and expenses
drastically in an effort to save Cash, which cuts have and will continue to
benefit the creditors herein. On the other hand, if this case is converted to a
Chapter 7, then a chapter 7 trustee will be entitled to be paid a fee for
his/her services and will more likely than not engage an attorney and an
accountant, whose fees will be paid prior to any distribution to the creditors
hereunder. The result will be a much lower dividend to creditors than projected
under this Plan.

                  Finally, if this case where converted to a Chapter 7, then
neither the Debtor nor the trustee will be able to obtain the New Value
Contribution because the condition precedent thereto is that the Debtor emerge
from this Chapter 11 Case as a reorganized debtor. Therefore, a Chapter 7
trustee will realize significantly less than the Debtor will under this Plan.

                  As a result, the Debtor believes, and the Liquidation Analysis
attached hereto as Exhibit C evidences, that all creditors, secured and
unsecured, can anticipate realizing substantially lower returns on their Allowed
Claims in the event of a conversion of this case to a Chapter 7 proceeding as
opposed to the liquidation and reorganization proposed in the Plan.



                                       41
<PAGE>   43

                  The second alternative to the proposed Plan is the dismissal
of this Chapter 11 Case. In that event, the Debtor readily anticipates that the
creditors would immediately file suit to collect on the obligations owed to
them. Other creditors who have judgments will immediately commence execution
thereon. The court presiding over any particular state court proceeding would
not have jurisdiction over any other proceeding, meaning each creditor would be
free to undertake such collection activity as such creditor deemed appropriate,
all in what would amount to a "race to the courthouse" which bankruptcy is
designed to avoid. It is only through bankruptcy that all of the Debtor's
creditors can be treated in accordance with each creditor's rights.

                  Taken together, these factors indicate that the Debtor's
proposed Plan is superior to a liquidation under chapter 7 of the Bankruptcy
Code or dismissal of the bankruptcy case. The Debtor believes that the Plan
results in a fair balancing of all parties' rights, and again urges creditors
and holders of Interests to vote to accept the Plan.

                                   ARTICLE VII

                          TAX IMPLICATIONS OF THE PLAN

                  The Debtor is not aware of any material adverse tax
consequences associated with the Plan. There is a possibility that the Debtor
may recognize forgiveness of indebtedness income from the reduction in unsecured
debt proposed under the Plan, provided however 



                                       42
<PAGE>   44

that such income will not be recognized to the extent the Debtor is determined
to be insolvent. However, the federal, state and local income and other tax
consequences of the Plan are complex and, in some cases, uncertain. Such
consequences may also vary based on the particular circumstances of each holder
of an Allowed Claim or the Reorganized Debtor. Accordingly, each holder of an
Allowed Claim is strongly urged to consult with his, her or its own tax advisor
regarding the Federal, state and local income tax and other tax consequences
under the Plan.

                  Also, the Debtor may be able to preserve its existing net
operating losses ("NOL") in the context of a reorganization hereunder.

The Internal Revenue Code ("IRC") provides various rules for disallowance of
favorable tax attributes, such as net operating loss carryovers, when stock
ownership of the loss corporation changes. Generally, the rules disallowing tax
attributes do not apply unless there is a change of ownership of more than 50
percentage points by value (known as an ownership change), caused by purchases
or redemptions involving at least one 5% stockholder (known as an owner shift).
Loss corporations must determine whether an "ownership change" has occurred
immediately after an "owner shift." An owner shift involving a 5% stockholder
consists of any change in the ownership of a corporation's stock that results in
a change in the percentage of stock owned by the person who is a 5% shareholder
before or after the change. Persons who hold less than 5% of the 



                                       43

<PAGE>   45

stock are aggregated and treated as one 5% stockholder.

                  If the restrictions apply, then the carryovers that can be
used in each subsequent year are limited. The amount of loss carryovers that can
be applied in any subsequent year is limited to the value of the loss
corporation multiplied by the long-term tax-exempt rate. In addition, net
operating loss carryovers are eliminated unless the loss corporation continues
its historic business. This is known as the "continuity of business"
requirement.

                  The rules are modified if the change of ownership occurs
during a Title 11 bankruptcy proceeding. The limitation on net operating loss
carryovers does not apply to a change of control if the corporation was in a
Title 11 (including a Chapter 11) proceeding immediately before the change, and
the shareholders and creditors of the corporation before the change own at least
50% of the stock (by value and voting power) after the change as a result of
being shareholders and creditors before the change. Stock that was obtained by
conversion of debt is considered in determining the 50% requirement only if (1)
the creditor held the debt for at least 18 months prior to filing ("old and
cold") or (2) the debt arose in the ordinary course of the corporation's trade
or business and is held by the person who at all times held the beneficial
interest in the debt.

                  Specifically, if the Plan is confirmed such that there is no
change in control of the Debtor, then the Debtor believes that its NOL will be
preserved. The Plan provides that the holders of pre-petition Equity Securities
will not be affected by the Plan and that 


                                       44
<PAGE>   46

they shall retain their respective interests. As a result, the Debtor believes
that as of the Effective Date, the Debtor will have preserved its NOL's.

                                  ARTICLE VIII

                            PROCEDURE WITH RESPECT TO
                     FILING CLAIMS AND OBJECTIONS TO CLAIMS

                  (1) GENERALLY. The Bankruptcy Court fixed May 12, 1998 as the
last day for creditors to file proofs of claim. In order to share in the
distributions being made to any class of creditors, a creditor must have filed a
proof of claim on or before that date in the form required by the Bankruptcy
Rules, unless the creditor's Claim was listed in the Debtor's Schedules, and
that listing did not indicate the creditor's Claim as being disputed, contingent
or unliquidated. Each individual creditor has the duty to ascertain the accuracy
of its listing in the Schedules and to file a proof of claim in the event that
it disagrees with the manner scheduled by the Debtor, or in the event that it is
not scheduled at all by the Debtor.

                  (2) REJECTION CLAIMS. Certain Claims called Rejection Claims,
which arise from the rejection of unexpired leases or executory contracts must
be filed as set forth herein. The holders of Rejection Claims shall have a
period of thirty (30) days after the rejection of such unexpired lease or
executory contract to file such Claims.

                  (3) OBJECTIONS. The Debtor and any other party in 



                                       45
<PAGE>   47

interest have until the date fixed by the Bankruptcy Court to object to the
allowance of any Claim, including Rejection Claims, unless the Bankruptcy Court
extends the time for such objections.

                  The failure of the Debtor or any other party in interest to
object to or examine any claims for the purposes of voting on the Plan does not
waive, in any respect, the right of the Debtor or any party in interest to
object to such claims later or to seek any type of relief as might be
appropriate.

                  Since the Bar Date has only recently passed, the Debtor is
still in the process of analyzing the Claims that were filed. However,
notwithstanding the fact that the Debtor has not completed such analysis, the
Debtor has identified several material Claims that it will object to prior to
the date to be set by the Court. The Debtor estimates that it has valid and
sustainable objections to approximately $1 million to $1.1 million of the total
amount of Claims filed. In particular, the Debtor intends to object to and
succeed on the following material claims:

                  a. COLUMBIA BBB/WESTCHESTER - Columbia BBB/Westchester filed a
Rejection Claim in an amount equal to $332,979. However, pursuant to 11 U.S.C.
ss.502(b)(6), this Claim should be limited to approximately $73,000.

                  b. TOWN SQUARE ASSOCIATION - Town Square Association filed a
Rejection Claim in an amount equal to $328,037. However, pursuant to 11 U.S.C.
ss.502(b)(6), this Claim should be limited to approximately $51,000.





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<PAGE>   48

                  c. LEASETEC - LeaseTec filed a Secured Claim in an amount
equal to $137,338. However, the assets for which LeaseTec claims a security
interest in were leased to the Debtor and the Debtor has returned all such
assets.

                  d. GREAT AMERICAN LEASING - Great American Leasing filed a
Secured Claim in an amount equal to $31,046. However, the assets for which Great
American Leasing claims a security interest in were leased to the Debtor and the
Debtor has returned all such assets.

                  e. SEVERAL MISCELLANEOUS CLAIMS - The Debtor intends to object
to several Claims that were filed in amounts inconsistent with the Debtor's
books and records.

                                   ARTICLE IX

                              LIQUIDATION ANALYSIS

                  As discussed above, the Debtor must demonstrate, as a
condition of confirmation, that each impaired Class of creditors will receive at
least what it would receive in a chapter 7 proceeding. A Liquidation Analysis,
which compares the projected dividends under this Plan versus what the Debtor
believes the creditors could receive if they rejected the Plan and the Debtor
was required to liquidate in a Chapter 7, is attached hereto as Exhibit C. As
indicated in the Liquidation Analysis, the Debtor believes that the Plan will
provide a greater distribution to creditors and holders of Interests than would
be achieved if the cases were converted to cases under chapter 7 and liquidated.




                                       47
<PAGE>   49

                                    ARTICLE X

                                  RISK FACTORS

                  Since the holders of Allowed Claims hereunder will not receive
any dividends from the future operations of the Debtor, the typical risk factors
present in reorganization cases are not present herein. The analysis is whether
the Debtor has and will continue to liquidate its assets under this Plan at a
higher value for less expense than a Chapter 7 trustee in the event this case is
converted to a Chapter 7. The Debtor asserts that it has now liquidated all of
its assets with the exception of the Coral Square Lease and the store fixtures
remaining from all of its previous locations. If the New Value Contribution is
made on the Effective Date, then such assets will vest in and be transferred to
the reorganized Debtor. If the New Value Contribution is not made, then such
assets will be liquidated and the proceeds thereof distributed to the creditors.
In addition, the creditors must consider the delay in receiving a dividend in
the event of a Chapter 7 versus receiving a dividend immediately upon
confirmation of this Plan. Finally, the creditors must consider the loss of the
New Value Contribution in the context of a Chapter 7. Pursuant to the
Liquidation Analysis attached as Exhibit C, the Debtor believes that it can
produce a higher dividend to creditors under this plan than that which can be
realized in a Chapter 7.









                                       48

<PAGE>   50


                                   ARTICLE XI

                         EXECUTORY CONTRACTS AND LEASES

                  A. GENERALLY.

                  Pursuant to the Bankruptcy Code, a debtor has the right,
subject to Bankruptcy Court approval, to assume or reject any executory contract
or unexpired lease entered into prior to the filing of the bankruptcy petition.
Any claim resulting from a rejection is treated as an unsecured claim arising
prior to the filing of the petition and is included in the appropriate class to
the extent such claim is allowed by the Bankruptcy Court.

                  With the exception of the Coral Square Lease, which is being
assumed pursuant to the terms of the Plan, the Debtor, as of the Confirmation
Date, shall be deemed to have rejected all executory contracts and leases
entered into by the Debtor prior to the Petition Date.

                  All Rejection Claims must be filed with the Bankruptcy Court
in accordance with and as provided in Article VII of the Plan.

                                   ARTICLE XII

                            RETENTION OF JURISDICTION

                  The Plan provides that the Bankruptcy Court will retain
jurisdiction following the Confirmation Date solely for the following purposes:

                         (1) To enable the Debtor to consummate the Plan and any
amended or modified Plan and to resolve any disputes arising with respect
thereto;



                                       49


<PAGE>   51

                         (2) To enable the Debtor to consummate any and all 
proceedings that it may bring prior to entry of the Confirmation Order;

                         (3) To determine all controversies relating to or 
concerning the classification, subordination, allowance, valuation or
satisfaction of Claims;

                         (4) To enable the Debtor to assume or reject executory
contracts and/or unexpired leases, including the determination of any defaults
thereunder;

                         (5) To liquidate or estimate for purposes of allowance
all contested, contingent, or unliquidated Claims;

                         (6) To determine the validity, extent, and priority
of all liens, if any, against property of the estate;

                         (7) To determine all assertions of an ownership 
interest in, the value of, or title to, any property of the estate;

                         (8) To determine all applications for compensation and
reimbursement and objections to Administrative Claims;

                         (9) To determine all (1) adversary proceedings,
contested or litigated matters brought before the Bankruptcy Court,
and (2) any and all claims or causes of action asserted by the
Debtor;

                         (10) Without limiting the generality of the preceding
paragraph, to determine any avoidance action brought by the Debtor,
whether before or after the Confirmation Date;

                         (11) To determine all controversies arising out of




                                       50
<PAGE>   52

any purchase, sale, or contract made or undertaken by the Debtor prior to the
Confirmation Date;

                         (12) To enforce all agreements assumed, if any, and to
recover all property of the estate, wherever located;

                         (13) To determine any tax liability of the estate in
connection with the Plan, actions taken, distributions or transfers
made thereunder;

                         (14) To enforce any and all injunctions created
pursuant to the terms of the Plan;

                         (15) To modify the Plan or to remedy any defect or
omission or reconcile any inconsistencies in the Plan either before or
after the entry of the Confirmation Order;

                         (16) To hear and determine all controversies, suits,
and disputes that may arise in connection with the interpretation or
enforcement of the Plan;

                         (17) To make such orders as are necessary or
appropriate to carry out the provisions of the Plan; and

                         (18) to enter a final decree pursuant to Bankruptcy
Rule 3022.

                                  ARTICLE XIII

                                   CONCLUSION

                  The Debtor believes that the proposed Plan is in the best
interests of the creditors and holders of Interests and therefore recommends
acceptance of the Plan.



                                       51
<PAGE>   53




                                    Dated:  June ___, 1998





------------------------------
PAUL J. BATTISTA, ESQ.
Florida Bar No. 884162
CAMILLE A. COLELLA, ESQ.
Florida Bar No. 979460
Counsel to the Debtor
Kelley Drye & Warren LLP
2400 Miami Center
201 S. Biscayne Blvd.
Miami, FL 33131
(305) 372-2400

2CONNECT EXPRESS, INC.




By:
   --------------------------
   Thomas H. Hicks
   President





<PAGE>   54



                                    EXHIBIT A

                                 FORM OF BALLOT



<PAGE>   55



                                    EXHIBIT B

                            EXCERPTS FROM DIP REPORTS





<PAGE>   56



                                    EXHIBIT C

                              LIQUIDATION ANALYSIS