<PAGE>   1
                                                                       EXHIBIT 1






                    Debtor's Amended Plan of Reorganization
                              Filed June 24, 1998



<PAGE>   2


                         UNITED STATES BANKRUPTCY COURT
                          SOUTHERN DISTRICT OF FLORIDA


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

                  Debtor.
____________________________________ /


                     DEBTOR'S AMENDED PLAN OF REORGANIZATION

                  2CONNECT EXPRESS, INC. (the "Debtor") hereby proposes its
Amended Plan of Reorganization (the "Plan") pursuant to 11 U.S.C.
Section 1121(b).


                                    ARTICLE I.


                      DEFINITIONS AND RULES OF CONSTRUCTION

         1.1 SCOPE OF DEFINITIONS. For purposes of this Plan, except as
expressly provided or unless the context otherwise requires, all capitalized
terms not otherwise defined shall have the meanings assigned to them in this
Article I of the Plan. Any term used in the Plan that is not defined herein, but
that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the
meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules.
Whenever the context requires, such terms shall include the plural as well as
the singular number, the masculine gender shall include the feminine and the
feminine gender shall include the masculine.


         1.2 TERMS. As used in this Plan, the capitalized 


                                       1

<PAGE>   3

terms utilized herein and set forth below shall have the following meanings:

                  (a) "Administrative Claim" shall mean a Claim against the
Debtor, which Claim is specified in Section 503(b) of the Bankruptcy Code and
entitled to priority under Section 507(a)(1) of the Bankruptcy Code, including,
without limitation, (i) the actual and necessary costs and expenses incurred
after the Petition Date of preserving the Debtor's estate and of operating the
business of the Debtor, (ii) Professional Fees; and (iii) all fees and charges
assessed against the Debtor's estate pursuant to 28 U.S.C. Section 1930(a).

                  (b) "Allowed Claim" shall mean a Claim or any portion thereof
to the extent such Claim is; (1) allowed by a Final Order, or (2) either (A)
scheduled by the Debtor pursuant to the Bankruptcy Code and Bankruptcy Rules in
a liquidated amount and that is not listed as contingent, unliquidated, or
disputed; or (B) for which a proof of claim has been timely filed with the
Bankruptcy Court and is not objected to within the period fixed by the
Bankruptcy Code, the Bankruptcy Rules, the Plan and applicable orders of the
Court. An Allowed Claim includes a Disputed Claim to the extent such Disputed
Claim becomes allowed after the Effective Date and shall be net of any related
offset claim, to the extent such set off has been exercised in accordance with
the provisions of this Plan or otherwise by order of the Bankruptcy Court.



                                       2
<PAGE>   4

                  (c) "Allowed Administrative Claim" shall mean an
Administrative Claim which has been allowed by Final Order of the Bankruptcy
Court.

                  (d) "Allowed Interest" shall mean an Interest which has been
allowed by Final Order of the Bankruptcy Court.

                  (e) "Allowed Priority Claim" shall mean a Priority Claim which
has been allowed by Final Order of the Bankruptcy Court.

                  (f) "Allowed Secured Claim" shall mean a Secured Claim which
has been allowed by a Final Order of the Bankruptcy Court.

                  (g) "Allowed Unsecured Claim" shall mean an Unsecured Claim
which has been allowed by Final Order of the Bankruptcy Court.

                  (h) "Available Cash" shall mean and include (i) the Cash in
the possession of the Debtor on the Effective Date of the Plan, which Cash
represents the New Value Contribution, net Cash generated from operations after
payment of ordinary and necessary operating expenses, net Cash from the
sale/liquidation of assets, including the auction, either prior to or on the
Effective Date, net Cash from the assignment of leases/executory contracts, net
Cash from the collection of accounts receivables and net Cash from recoveries on
litigation claims, if any, and (ii) the net proceeds from those assets
identified in subsection (i) above which, as of the Effective Date, have not
been reduced 



                                       3
<PAGE>   5

to Cash, but will be liquidated thereafter for the benefit of creditors
hereunder. 

                  (i) "Bankruptcy Code" shall mean the Title 11 of the United
States Code, 11 U.S.C. Section 101, ET SEQ., as now in effect or hereafter 
amended.

                  (j) "Bankruptcy Court" shall mean (1) the United States
Bankruptcy Court for the Southern District of Florida having jurisdiction over
the Chapter 11 Case or any contested matter, adversary proceeding, controversy,
litigation, "core" or "non-core" proceeding arising in or related to the Chapter
11 Case to the extent that the Court is authorized to exercise jurisdiction
thereof, pursuant to Sections 152 and 1334 of Title 28, United States Code; (2)
to the extent that any party to the Chapter 11 Case, contested matter, adversary
proceeding, controversy, or litigation of any kind is entitled to seek to obtain
a withdrawal of the reference pursuant to Section 158(d) of Title 28, United
States Code, the United States District Court for the Southern District of
Florida; (3) to the extent that any party in interest in the Chapter 11 Case or
such contested matters, adversary proceeding, controversy or litigation is
entitled to seek to obtain a change of venue in respect thereof, the United
States Bankruptcy Court or the United States District Court, as the case may be,
for the District to which venue is transferred; or (4) in the event that neither
the Bankruptcy Court nor United States District Court described in (1), (2), and
(3) above has



                                       4

<PAGE>   6

jurisdiction, any state, federal or foreign court, agency, tribunal or
administrative body having jurisdiction over such matters, proceedings,
controversies or litigation.

                  (k) "Bankruptcy Rules" shall mean the Federal Rules of
Bankruptcy Procedure and the local rules of the Bankruptcy Court (including any
applicable local rules of the United States District Court for the Southern
District of Florida), as now in effect or hereafter amended.

                  (l) "Bar Date" shall mean May 12, 1998, the last date for
creditors and holders of Equity Securities to file proofs of Claims or Interests
in the Chapter 11 Case.

                  (m) "Bay Tech Investments" shall mean Bay Tech Investments
Inc., a Florida corporation.

                  (n) "Bobby Allison Cellular" shall mean Bobby Allison Cellular
Systems of Florida, Inc., a Florida corporation.

                  (o) "Business Day" shall mean any day other than a Saturday,
Sunday or "legal holiday" as such term is defined in Bankruptcy Rule 9006(a).

                  (p) "Cash" shall mean cash, negotiable instruments, readily
marketable securities, deposit accounts, or other cash equivalents.

                  (q) "Chapter 11 Case" shall mean the proceedings under chapter
11 of the Bankruptcy Code for the liquidation and reorganization of the Debtor
which were commenced in the Bankruptcy Court on January 12, 1998, under case
number 98-20169-BKC-RBR.



                                       5
<PAGE>   7

                  (r) "Claim" shall have the meaning provided for such term in
Section 101(5) of the Bankruptcy Code.

                  (s) "Class" shall mean a category of holders of Claims or
Interests as described in Article III.

                  (t) "Committee" shall mean the Official Committee of Unsecured
Creditors appointed in this Chapter 11 Case by the United States Trustee's
Office.

                  (u) "Confirmation Date" shall mean the date on which the
Bankruptcy Court enters the Confirmation Order on the Bankruptcy Court's docket.

                  (v) "Confirmation Order" shall mean an order of the Bankruptcy
Court confirming the provisions of this Plan pursuant to Section 1129 of the
Bankruptcy Code.

                  (w) "Coral Square Lease" shall mean that certain lease of
non-residential real property between the Debtor and Coral-CS/LTD Associates,
dated on or about January 15, 1997, for the lease of space located at Coral
Square Shopping Center, 9477 West Atlantic Blvd. Coral Springs Florida.

                  (x) "Debtor" shall mean 2Connect Express Inc., a Florida
corporation.

                  (y) "Deficiency Claim" shall mean a Claim equal to the amount,
if any, by which the total Allowed Claim of any creditor exceeds the sum of (i)
any setoff rights of the creditor against the Debtor provided for by applicable
law and preserved by 



                                       6
<PAGE>   8

Section 553 of the Bankruptcy Code; and (ii) the portion of such Allowed Claim
that is a Secured Claim.

                  (z) "Disclosure Statement" shall mean the Second Amended
Disclosure Statement for the Amended Plan of Reorganization proposed by the
Debtor, dated of even date herewith, that relates to this Plan and as approved
by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as such
Disclosure Statement may be amended, modified or supplemented from time to time
(and all exhibits and schedules attached thereto or referred to therein).

                  (aa) "Disputed Claim" shall mean (i) a Claim against which an
objection is pending and which has not been allowed by a Final Order; (ii) a
Claim which is listed in the Schedules as disputed, contingent or unliquidated;
(iii) a contingent Claim; (iv) an unliquidated Claim.

                  (bb) "Distributions" shall mean the Pro Rata distributions of
Available Cash to holders of Allowed Claims in certain Classes pursuant to the
terms hereof on the Initial Distribution Date and thereafter, if applicable, at
such times as property of the estate remaining on the Effective Date is
liquidated.

                  (cc) "Distribution Date" shall mean (i) the Initial
Distribution Date with respect to the Initial Distribution, and (ii) with
respect to future Distributions, if any, within ten (10) days after the receipt
of proceeds from 



                                       7
<PAGE>   9

the liquidation of property of the estate remaining on the Effective Date, or
the entry of a Final Order on the last remaining objection to Claim.

                  (dd) "Distribution Reserve" shall mean the amount of Available
Cash that would have been distributed to holders of Disputed Claims or Pending
Claims in accordance with the terms hereof as of the Initial Distribution Date
or any future Distribution Date if such Disputed Claim or Pending Claim had in
fact been an Allowed Claim entitled thereto on the Initial Distribution Date or
any future Distribution Date.

                  (ee) "Effective Date" shall mean the date which is ten (10)
days after the Confirmation Order becomes a Final Order.

                  (ff) "Equity Security" shall have the meaning set forth in 11
U.S.C. Section 101(16).

                  (gg) "Executory Contracts" shall mean all contracts, oral or
written, to which the Debtor is a party and which are executory within the
meaning of Section 365 of the Bankruptcy Code.

                  (hh) "Final Order" shall mean an order or judgment of the
Bankruptcy Court that is appealable of right to the United States District Court
for the Southern District of Florida pursuant to Section 158(a) of Title 28,
United States Code, whether or not an appeal can be timely taken, is taken, or
is pending, unless the order is stayed pending appeal, and whether or not a
timely motion is filed under Bankruptcy Rules 7052(b) or 


                                       8

<PAGE>   10

9023, unless the order is stayed pending disposition of such motion; and shall
mean with respect to an order of the United States District Court for the
Southern District of Florida in respect of a matter as to which the reference
has been withdrawn pursuant to Section 157(d) of Title 28, United States Code,
that the order is appealable of right to the United States Court of Appeals for
the Eleventh Circuit pursuant to Section 158(d) or 1291 of Title 28, United
States Code, whether or not an appeal can be timely taken, is taken, or is
pending, unless the order is stayed pending appeal, and whether or not a timely
motion is filed under Bankruptcy Rules 7052(b) or 9023 or Rules 50, 52, 59 or 60
of the Federal Rules of Civil Procedure, unless the order is stayed pending
disposition of such motion.

                  (ii) "Final Report" shall mean the Final Report on
Distributions and Request for Entry of Final Decree Closing Case to be filed by
the Debtor within sixty (60) days after the Effective Date.

                  (jj) "Initial Distribution" shall mean the initial
Distribution of Available Cash to be made to holders of Allowed Claims hereunder
on the Initial Distribution Date.

                  (kk) "Initial Distribution Date" shall mean the Effective
Date.

                  (ll) "Insider" shall have the meaning set forth in section 101
(30) of the Bankruptcy Code.

                  (mm) "Interest" shall mean the legal, equitable


                                       9

<PAGE>   11

and contractual rights of a holder of an Equity Security in the Debtor as of the
Petition Date.

                  (nn) "Late Filed Claim" shall mean a Claim which is filed
after the Bar Date, provided however, that such Late Filed Claim shall not
include a Professional Fee Claim.

                  (oo) "Lien" shall mean any valid and undisputed mortgage,
lien, charge, security interest, encumbrance or other security device of any
kind affecting any asset or property of the Debtor.

                  (pp) "Merger" shall have the meaning set forth in Section 6.4
herein.

                  (qq) "New Value Contribution" shall mean Cash in an amount
equal to $185,000 being contributed by Sterne Agee or its designees to the
Debtor on the Effective Date so as to enable the Debtor to emerge from this
Chapter 11 Case vested with the Coral Square Lease and store fixtures for all of
its former locations. The New Value Contribution shall be included in the
Available Cash to be distributed to the holders of Allowed Claims hereunder.

                  (rr) "Pending Claim" shall mean a Claim (1) which is not an
Allowed Claim but not a Disputed Claim, or (2) for which an application for
allowance under section 503 of the Bankruptcy Code is pending before the
Bankruptcy Court on the Confirmation Date, or for which an application for
allowance of professional fees and reimbursement of expenses is or may be filed
or allowed 


                                       10
<PAGE>   12

for services rendered in connection with the Chapter 11 Case either before or
after the Confirmation Date.

                  (ss) "Petition Date" shall mean January 12, 1998, the date on
which the Chapter 11 Case was commenced.

                  (tt) "Plan" shall mean this amended plan of reorganization in
its entirety, together with all addenda, exhibits, schedules and other
attachments hereto, in its present form or as it may be modified, amended or
supplemented from time to time.

                  (uu) "Priority Claim" shall mean a Claim entitled to priority
under Section 507(a)(3)-(7) and (9) of the Bankruptcy Code.

                  (vv) "Priority Tax Claim" shall mean a Claim entitled to
priority under Section 507(a)(8) of the Bankruptcy Code.

                  (ww) "Pro Rata" shall mean, at any time, the same proportion
that the face amount of a Claim in a particular Class bears to the aggregate
face amount of all Allowed Claims and Disputed Claims in such Class or in all of
the Classes at issue, unless the Plan provides otherwise.

                  (xx) "Professional" shall mean any professional, whether it be
a law firm, accounting firm, consultant, financial advisory firm or individual,
including any partner, shareholder, associate, attorney or employee thereof or
related thereto, authorized to be employed pursuant to Sections 327, 503(b)(3)
and 


                                       11
<PAGE>   13

(4) and 1102 of the Bankruptcy Code, by the Bankruptcy Court during the
Chapter 11 Case to represent or assist the Debtor or the Committee.

                  (yy) "Professional Fees" shall mean (i) a Claim of a
Professional for compensation or reimbursement of costs and expenses relating to
services incurred prior to and including the Effective Date, as, when and to the
extent approved by Final Order, pursuant to Sections 330, 331, 503(b) or 1103 of
the Bankruptcy Code, and (ii) a Claim for fees and expenses for substantial
contribution to the Debtor's estate, and awarded by Final Order pursuant to
Section 503(b)(3) of the Bankruptcy Code.

                  (zz) "Rejection Claim" shall mean a Claim arising under
Section 502(g) of the Bankruptcy Code from the rejection under Section 365 of
the Bankruptcy Code, or under this Plan, of an executory contract or unexpired
lease of the Debtor that has not been assumed. 

                  (aaa) "Reorganized Debtor" shall mean 2Connect Express, Inc.
after the Effective Date of the Plan either (i) to continue its operations in
the event the New Value Contribution is made, or (ii) to liquidate any property
of the estate remaining on the Effective Date and distribute the proceeds
thereof to the holders of Allowed Unsecured Claims pursuant to the terms hereof
in the event the New Value Contribution is not made.

                  (bbb) "Schedules" shall mean the schedules and statement of
financial affairs filed by the Debtor pursuant to



                                       12
<PAGE>   14

section 521(1) and section 1106(a)(2) of the Bankruptcy Code, as amended and
supplemented.

                  (ccc) "Secured Claim" shall mean a Claim which is secured by a
Lien encumbering property of the Debtor's estate, which is valid, perfected and
enforceable under applicable law, including Section 506 of the Bankruptcy Code,
and not subject to avoidance under the Bankruptcy Code or applicable
non-bankruptcy law.

                  (ddd) "Sterne Agee" shall mean Sterne Agee & Leach, Inc., an
Alabama corporation, which was the investment banking firm that handled the
Debtor's initial public offering in May 1997.

                  (eee) "United States Trustee" shall mean the Assistant United
States Trustee for Region 21.

                  (fff) "Unsecured Claim" shall mean any Claim against the
Debtor's estate, including Rejection Claims, but not including an Administrative
Claim, a Secured Claim, a Priority Claim and a Priority Tax Claim.


         1.3 UNDEFINED TERMS. A term used but not defined herein shall have the
meaning given to it by the Bankruptcy Code or the Bankruptcy Rules, if used
therein.


         1.4 MISCELLANEOUS RULES. (i) The words "herein", "hereof", "hereunder"
and other words of similar import refer to this Plan as a whole, not to any
particular section, subsection, paragraph, subparagraph or clause, unless the
context requires




                                       13
<PAGE>   15

otherwise; (ii) whenever it appears appropriate from the context, each term
stated in the singular or the plural includes the singular and the plural, and
each pronoun stated in the masculine, feminine or neuter includes the masculine,
feminine and the neuter; (iii) captions and headings to articles and paragraphs
of the Plan are inserted for convenience or reference only and are not intended
to be a part or to affect the interpretation of the Plan; and (iv) the rules of
construction set forth in section 102 of the Bankruptcy Code shall apply, unless
superseded herein or in the Confirmation Order.


         I.5 COMPUTATION OF TIME. In computing any period of time prescribed or
allowed by the Plan, unless otherwise expressly provided, the provisions of
Bankruptcy Rule 9006(a) shall apply. 

                                   ARTICLE II


             TREATMENT OF ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS
                              AND U.S. TRUSTEE FEES

         The following Classes of Administrative Claims, Priority Tax Claims and
U.S. Trustee fees for the Debtor are not impaired under the Plan and will be
treated as follows:

         II.1 ADMINISTRATIVE CLAIMS. Allowed Administrative Claims that
represent liabilities incurred by the Debtor in the ordinary course of business
during its Chapter 11 Case shall be paid upon the date on which such Claim
becomes due in the ordinary course of the Debtor's business and in accordance
with the terms



                                       14

<PAGE>   16

and conditions of any agreement relating thereto, or upon such other
dates and terms as may be agreed upon the holder of such Allowed Administrative
Claims. All other holders of Allowed Administrative Claims (with the exception
of the Professionals who will be paid 100% of the amount allowed by the
Bankruptcy Court upon application to the Bankruptcy Court and those Claims
otherwise specifically dealt with in the Plan) shall be paid 100% of their
respective Allowed Administrative Claims in Cash, unless otherwise ordered by
the Bankruptcy Court, upon the later to occur of (i) the Effective Date, or (ii)
the date on which a Final Order approving payment of such respective Claim is
entered.


         II.2 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 on the earlier to occur of (i) the Effective Date, or
(ii) the date on which a Final Order approving payment of such respective Claim
is entered.

         III.3 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,



                                       15
<PAGE>   17
 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 period
set forth in 28 U.S.C. Section 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 payment of
each post-confirmation payment an appropriate affidavit indicating all the cash
disbursements for the relevant period.

                                   ARTICLE III
                     CLASSIFICATION OF CLAIMS AND INTERESTS


         III.1 For the purposes of this Plan, the classes of Claims and
Interests shall be separated as follows:

                CLASS 1. The Allowed Secured Claim of Bay Tech
                         Investments:

                CLASS 2. The Allowed Priority Claims;

                CLASS 3. The Allowed Unsecured Claims, including
                         Rejection Claims; and

                CLASS 4. The Allowed Interests in the Debtor.


                                       16
<PAGE>   18

                                   ARTICLE IV
                  CLASSES OF CLAIMS NOT IMPAIRED UNDER THE PLAN


         IV.1 Each Class of Claims under the Plan is impaired.

                                    ARTICLE V

                  TREATMENT OF CLASSES THAT ARE IMPAIRED UNDER


                                    THE PLAN

         V.1 CLASS 1 - ALLOWED SECURED CLAIM OF BAY TECH INVESTMENTS. 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.

         V.2 CLASS 2 - ALLOWED PRIORITY CLAIMS. The holder of each Allowed
Priority Claim shall receive cash equal to the amount of each such Allowed
Priority Claim on the later to occur of (i) the Initial Distribution Date, or
(ii) within ten (10) days after each such Allowed Priority Claim is determined
by a Final Order of the Bankruptcy Court.

         V.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 

                                       17
<PAGE>   19


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.

                  V.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.




                                       18

<PAGE>   20

                                   ARTICLE VI
               MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN

         A. VESTING OF PROPERTY OF THE ESTATE.

         VI.1 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.


         VI.2 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.

         VI.3 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.




                                       19
<PAGE>   21


         C. MEANS FOR IMPLEMENTATION OF PLAN.

         VI.4 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 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 



                                       20
<PAGE>   22

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 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. 

         In addition, 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.

         Finally, in accordance with 11 U.S.C. Section 1123(a)(6) of the 
Bankruptcy Code, the Debtor shall include a provision in its articles of 
incorporation prohibiting the issuance of nonvoting equity securities.

         D. THE NEW VALUE CONTRIBUTION.

         VI.5 Sterne Agee has indicated to the Debtor a desire to make the New
Value Contribution in order that all holders of 


                                       21
<PAGE>   23

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.

         VI.6 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 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
twelve retail locations in Central Florida 


                                       22
<PAGE>   24

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.
  
         VI.7 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 selected by Sterne Agee, which persons shall be identified prior
to the Confirmation Date. 

         G. PRESERVATION AND PROSECUTION OF CAUSES OF ACTION.

         VI.8 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,
including 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 



                                       23
<PAGE>   25

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.

         H. AUTOMATIC OPERATION OF CERTAIN PROVISIONS OF THE PLAN.

         VI.9 As of the Effective Date, the following shall be accomplished and
effectuated, without any action by any affected entity and without further
action by the Bankruptcy Court: 

                  (a) The rejection of the executory contracts and unexpired
leases of the Debtor's estate to be assumed or rejected under Article VII of the
Plan, with the exception of the Coral Square Lease;

                  (b) The assumption of the Coral Square Lease;

                  (c) The creation of the Distribution Reserve;

                  (d) The retention of the Allowed Interests in the Debtor in
accordance herewith, provided the New Value Contribution is made;

                  (e) The transfer and vesting of all property of the estate
into the Reorganized Debtor provided the New Value Contribution is made; and
 
                  (e) The reconstitution of the board of directors for the 
Reorganized Debtor, provided the New Value Contribution is made.


                                       24
<PAGE>   26

         I. PROCEDURE WITH RESPECT TO THE FILING OF REJECTION CLAIMS.

         VI.10 All Rejection Claims must be filed with the Bankruptcy Court on
or before thirty (30) days after the Confirmation Date.

         J. OBJECTIONS TO CLAIMS.

         VI.11 Objections to Claims shall be interposed no later than the last
date therefor pursuant to an order of the Bankruptcy Court. The failure of any
other party in interest to object to or examine any Claims for the purposes of
voting on this Plan shall not be deemed a waiver of the rights of such party in
interest to object to or reexamine such Claims in whole or in part or seek the
subordination of any of them.

         K. UNCLAIMED DISTRIBUTIONS.

         VI.12 If any Distribution pursuant to the Plan remains unclaimed for a
period of ninety (90) days after such Distribution has been delivered to the
holder entitled thereto, the allowed amount of the Claim upon which such
Distribution was made shall be deposited into the Registry of the Bankruptcy
Court.

         VI.13 A distribution of funds is unclaimed, if, without limitation, the
holder of a Claim entitled thereto does not cash a check or returns a check or
if the check mailed to the holder at the address set forth in the Debtor's
Schedules or set forth in a proof of Claim filed by such holder is returned by
the United States Postal Service or any other country's postal service as

                                       25

<PAGE>   27

undeliverable. 

         VI.14 Any funds unclaimed for the period described in paragraph 6.12 of
the Plan shall be forfeited by the holder otherwise entitled thereto, and all
rights, title and interest therein shall thereupon vest as described in
paragraph 6.12 of the Plan.

         L. MISCELLANEOUS PROVISIONS REGARDING DISTRIBUTIONS UNDER THE PLAN.

         VI.15 Except as otherwise expressly provided in the Plan, the
Reorganized Debtor may, with the prior approval of the Bankruptcy Court, setoff
against any Claim and the payments made pursuant to this Plan in respect of such
Claim, Claims of any nature whatsoever that the Debtor may have against the
holder of such Claim, but neither the failure to do so nor the allowance of any
Claim hereunder shall constitute a waiver or release by the Debtor of any Claim
that the Debtor may have against the holder of such Claim.

         VI.16 Unless the holder of a Claim advises, as appropriate in time, the
Debtor or their attorneys in writing of a change of address, all Distributions
or notices shall be sent to the holder at his address as stated in the Debtor's
Schedules, as stated in a properly filed proof of Claim or to such creditor's
attorney of record in the Chapter 11 Case. The Debtor shall have no obligation
to locate the holder of a Claim whose distribution or notice is properly mailed
but nevertheless returned. Any 


                                       26
<PAGE>   28

Distribution that is returned because of the inability to locate such holder
shall be an unclaimed distribution as described in paragraph 6.12 of the Plan.

                                   ARTICLE VII

                     PROVISIONS FOR ASSUMPTION AND REJECTION
                   OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         A. GENERALLY.

         VII.1 Subject to Section 7.2 below, all executory contracts and
unexpired leases of the Debtor's estate not previously assumed or rejected under
Section 365 of the Bankruptcy Code with approval of the Bankruptcy Court are
hereby rejected by the Debtor as of the Confirmation Date. The holders of
Rejection Claims shall have a period of thirty (30) days after the Confirmation
Date to file such Claims. THE FAILURE TO FILE SUCH REJECTION CLAIMS SHALL
FOREVER BAR SUCH CLAIMS AND THE HOLDERS THEREOF SHALL NOT BE ENTITLED TO ANY
DISTRIBUTION UNDER THIS PLAN.

         B. CORAL SQUARE LEASE.

         VII.2 Pursuant to 11 U.S.C. Section 365, the Debtor hereby seeks 
authority from the Court to assume the Coral Square Lease on the Effective Date
in conjunction with confirmation of the Plan. The Debtor asserts that it is
current in its pre- and post petition obligations to the landlord under the
Coral Square Lease and therefore the Debtor does not need to cure any defaults
thereunder. The Debtor has made all of the required rental payments under the
Coral Square Lease since the filing of these 

                                       27

<PAGE>   29

proceedings. If, however, any such defaults or arrearages exist, then the Debtor
proposes to pay such amounts on the Effective Date. The Debtor also asserts that
it complies with, or is able to comply with, the remaining provisions of Section
365 of the Bankruptcy Code so as to enable it to assume the Coral Square Lease.

                                  ARTICLE VIII

                   ACCEPTANCE OR REJECTION OF PLAN AND EFFECT
                  OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS

         VIII.1 Each impaired Class shall be entitled to vote separately to
accept or reject the Plan.





                                       28
<PAGE>   30

         VIII.2 A Class of Claims shall have accepted the Plan if the Plan is
accepted by at least two-thirds in amount and more than one-half in number of
the Allowed Claims of such Class that have filed ballots accepting or rejecting
the Plan. A Class of Interests shall have accepted the Plan if the Plan is
accepted by at least two-thirds in amount of the Allowed Interests of such Class
that have filed ballots accepting or rejecting the Plan.

                                   ARTICLE IX

                          PROVISIONS TO INVOKE CRAMDOWN

         IX.1 If all of the applicable requirements of section 1129(a) of the
Bankruptcy Code, other than subparagraph 8 thereof, are determined to have been
satisfied by the Bankruptcy Court with respect to the Plan, then the Debtor may
seek confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code
(the "Cramdown Provisions"), either at the Confirmation hearing if appropriate
amendments or modification are made at or prior to such hearing or at the
continued confirmation hearing. For purposes of seeking confirmation of the Plan
under the Cramdown Provisions, the Debtor reserves the right to modify or vary
the terms of the Plan or the treatment of the Claims of those Classes that
rejected the Plan so as to comply with the requirements of the Cramdown
Provisions.









                                       29

<PAGE>   31

                                    ARTICLE X

                                  MISCELLANEOUS

         A. WITHDRAWAL OF THE PLAN.

         X.1 The Debtor reserves the right to modify or revoke and withdraw the
Plan in their sole discretion, at any time before the Confirmation Date or, if
for any reason the Plan cannot be consummated after the Confirmation Date, at
any time up to and including the Effective Date. If the Plan is revoked and
withdrawn, then (a) nothing contained herein shall be deemed to constitute a
waiver or release of any Claims by or against the estate or to prejudice in any
manner the rights of any person in any further proceedings in the Chapter 11
Case or otherwise; and (b) any provision of the Confirmation Order shall be null
and void and all such rights of or against the estate shall exist as though the
Plan had not been filed and no actions were taken to effectuate it.

         B. EXCLUSIVITY PERIOD.

         X.2 The Debtor retains the exclusive right to amend the Plan and to
solicit acceptances thereof through and until the Effective Date. 

         C. MODIFICATION OF THE PLAN.

         X.3 PRECONFIRMATION MODIFICATION. The Debtor may modify the Plan at any
time prior to the entry of the Confirmation Order, provided that the Plan, as
modified, and the Disclosure Statement pertaining thereto meet applicable
Bankruptcy Code requirements.

         X.4 POST-CONFIRMATION AMENDMENT NOT REQUIRING RESOLICITATION. After the
entry of the Confirmation Order, the 



                                       30
<PAGE>   32

Debtor may modify the Plan to remedy any defect or omission or to reconcile any
inconsistencies in the Plan or in the Confirmation Order as may be necessary to
carry out the purposes and effects of the Plan, provided that (a) the approval
of the Bankruptcy Court for such modification is obtained, after notice and a
hearing; and (b) such modification shall not materially and adversely affect the
interests, rights, treatment or distributions of any class of Allowed Claims or
Allowed Interests under the Plan.










                                       31
<PAGE>   33

         X.5 POST-CONFIRMATION/PRE-CONSUMMATION AMENDMENT REQUIRING
RESOLICITATION. After the Confirmation Date and before the Effective Date, the
Debtor may modify the Plan in a way that materially or adversely affects the
interests, rights, treatment or distributions of a Class of Claims or Interests,
provided that (a) the Plan, as modified, meets applicable Bankruptcy Code
requirements; (b) the approval of the Bankruptcy Court is obtained for such
modification, after notice and a hearing; (c) such modification is accepted by
at least two-thirds in amount and more than one-half in number of Allowed Claims
voting in each Class of Claims affected by such modification; (d) such
modification is accepted by at least two-thirds in amount of the Allowed
Interests voting in each Class of Interests affected by such modification; and
(e) the Debtor complies with section 1125 of the Bankruptcy Code with respect to
the Plan, as modified.

         D. CONFIRMATION ORDER CONTROLS.

         X.6 To the extent the Disclosure Statement or any agreement entered
into between or among the Debtor and any third party is inconsistent with the
Plan, the Plan shall control. To the extent that the Plan, the Disclosure
Statement or any agreement entered into between or among the Debtor and any
third party is inconsistent with the Confirmation Order, the Confirmation Order
shall control.




                                       32
<PAGE>   34

         E. EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS.

         X.7 The Debtor shall be authorized to execute, deliver, file or record
such documents, contracts, instruments, releases and other agreements and take
such other action as may be necessary to effectuate and further evidence the
terms and conditions of the Plan.

         F.   SUBSTANTIAL CONSUMMATION OF THE PLAN

         X.8 For purposes of any future analysis regarding appellate issues
(including the mootness of any appeal of the Confirmation Order which has not
been stayed), modification of the Plan, administration of the Plan and
jurisdiction of the Bankruptcy Court, the Plan shall be deemed to be
substantially consummated upon completion of the Effective Date and the
distributions thereon as required by the Plan. Nothing herein, however, shall
limit or affect the Bankruptcy Court's retention of jurisdiction under this
Plan.

         G. TERMS OF THE PLAN ARE BINDING.

         X.9 Pursuant to section 1141 of the Bankruptcy Code, the Plan and all
of its terms, when approved and confirmed by the Bankruptcy Court, shall be
binding upon, including, without limitation, the Debtor, the Debtor's estate,
all holders of Claims, allowed or not, all holders of Interests, allowed or not,
all parties in interest and their respective successors and assigns.



                                       33

<PAGE>   35

         H. SUCCESSORS AND ASSIGNS.

         X.10 The rights, benefits and obligations of any person or entity named
or referred to in the Plan shall be binding upon, and shall inure to the benefit
of, the heir, executor, administrator or assign of such person or entity.

         I. SECTION HEADINGS.

         X.11 The section headings contained in the Plan are for reference
purposes only and shall not affect in any way the meaning or interpretation of
the Plan.

         J. DETERMINATION OF THE EFFECTIVE DATE OF THE PLAN.

         X.12 Evidence of the Effective Date of the Plan shall be a certificate
executed by the Debtor and filed with the Bankruptcy Court prior to or on the
Effective Date setting forth the date constituting the Effective Date by virtue
of the definition of that term in paragraph 1.1 of the Plan.

         K. SERVICE.

         X.13 All documents hereunder shall be served by first class or
international mail, postage prepaid. Service shall be complete upon mailing.

         L. RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT.

         X.14 The Bankruptcy Court shall retain jurisdiction of these
proceedings after the Confirmation Date of this Plan until the entry of the
final decree pursuant to Bankruptcy Rule 3022 for the following purposes:

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


                                       34
<PAGE>   36

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

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

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

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

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

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

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

                  (ix) 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; 

                  (x) Without limiting the generality of the preceding


                                       35
<PAGE>   37

paragraph, to determine any avoidance action brought by the Debtor, whether
before or after the Confirmation Date;

                  (xi) To determine all controversies arising out of any
purchase, sale, or contract made or undertaken by the Debtor prior to the
Confirmation Date;

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

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

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

                  (xv) 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;

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

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

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




                                       36
<PAGE>   38




                                       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