<PAGE>

                                                                     EXHIBIT 2.2

        MODIFIED SECOND AMENDED PLAN OF REORGANIZATION OF eNUCLEUS, INC.

                         UNITED STATES BANKRUPTCY COURT
                          NORTHERN DISTRICT OF ILLINOIS
                                EASTERN DIVISION

In re:                                  )         Chapter 11
                                        )
eNUCLEUS, INC., et al.,                 )         Case No. 01 B 17108
                                        )
                          Debtor        )         Hon. Robert E. Ginsberg

================================================================================

        MODIFIED SECOND AMENDED PLAN OF REORGANIZATION OF eNUCLEUS, INC.
                             Dated November 8, 2001

================================================================================

                                 James A. Chatz
                                Jerold N. Siegan
                                 Barry A. Chatz
                                 Miriam R. Stein
                                 ARNSTEIN & LEHR
                      120 South Riverside Plaza, Suite 1200
                             Chicago, Illinois 60606
                                 (312) 876-7100

                              ATTORNEYS FOR DEBTOR
<PAGE>
INTRODUCTION

      eNucleus, Inc., the "Debtor" or the "Company," or the "Reorganized
Company", proposes the following Modified Second Amended Plan of Reorganization
pursuant to the provisions of Chapter 11 of the Bankruptcy Code. Reference is
made to the Modified First Amended Disclosure Statement (as that term is defined
herein), for a discussion of the Debtor's history, business and operations,
projections for those operations, risk factors, and certain related matters. The
Modified First Amended Disclosure Statement also provides a summary of this
Plan.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

      Defined Terms: As used herein, capitalized terms have the meanings set
forth below. Any term that is not otherwise defined herein, but that is used in
the Bankruptcy Code or the Bankruptcy Rules, will have the meaning given to that
term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

      1.1 Administrative Claim means a Claim for costs and expenses of
administration of the Chapter 11 case Allowed under sections 503(b), 507(b) or,
if applicable, 1114(e)(2) of the Bankruptcy Code, including: (a) any actual and
necessary costs and expenses incurred after the Petition Date of preserving the
Debtor's Estate and operating the business of the Debtor (such as wages,
salaries, commissions for services and payments for inventories, leased
equipment and premises) and Claims of governmental units for taxes (including
tax audit Claims related to tax years commencing after the Petition Date, but
excluding Claims relating to tax periods, or portions thereof, ending on or
before the Petition Date); (b) compensation for legal, financial, advisory,
accounting and other services and reimbursement of expenses Allowed by the
Bankruptcy Court under section 330, 331 or 503(b) of the Bankruptcy Code (also
defined herein as "Fee Claims") to the extent incurred prior to the Effective
Date; and (c) all fees and charges assessed against the Debtor's Estate under
section 1930, chapter 123 of title 28, United States Code.

      1.2 Allowed means an Allowed Claim or Interest in a particular Class or
category specified. Any reference herein to a particular Allowed Claim includes
both the secured and unsecured portions of such Claim.

      1.3 Allowed Claim means a Claim: (a) as to which no objection or request
for estimation has been filed on or before the Claims Objection Deadline or the
expiration of such other applicable period fixed by the Bankruptcy Court; or (b)
as to which any objection has been settled, waived, withdrawn or denied by a
Final Order; or (c) that is Allowed (i) by a Final Order; (ii) by an agreement
between the Holder of such Claim and the Debtor or Reorganized Company; or (iii)
pursuant to the terms of this Plan.

      For purposes of computing distributions under this Plan, the term "Allowed
Claim" shall not include interest on such Claim from and after the Petition
Date, except as provided in section 506(b) of the Bankruptcy Code or as
otherwise expressly set forth in this Plan.

      1.4 Amended Certificate of Incorporation and By-Laws means the Reorganized
Company's Certificate of Incorporation and by-laws or other similar
organizational documents, as amended by the Plan, which shall be filed with the
Bankruptcy Court as Plan Documents.

      1.5 Asset Purchase Agreement means that asset purchase agreement entered
into between the Debtor and eCommSecurity on June 22, 2001 for the sale of
certain of the Debtor's assets located in Roswell, Georgia to eCommSecurity.

      1.6 Bankruptcy Case means this case entitled In re eNucleus, Inc. and
pending before the Bankruptcy Court as Case No. 01 B 17108.
<PAGE>
      1.7 Bankruptcy Code means title 11 of the United States Code, as now in
effect or hereafter amended.

      1.8 Bankruptcy Court means the United States Bankruptcy Court for the
Northern District of Illinois having jurisdiction over the Bankruptcy Case.

      1.9 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and
the local rules of the Bankruptcy Court, as now in effect or hereafter amended.

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

      1.11 Cash means legal tender of the United States of America and
equivalents thereof.

      1.12 Claim means a "claim," as defined in section 101 (5) of the
Bankruptcy Code.

      1.13 Claims Objection Deadline means, the last day for Filing objections
to Claims or Interests which date shall be the date 180 days after the
Confirmation Date.

      1.14 Class means a category of holders of Claims or Interests, as
described in Article II hereof.

      1.15 Common Stock means the common stock of the Company issued and
outstanding immediately prior to the Petition Date, including treasury stock.

      1.16 Company means eNucleus, Inc.

      1.17 Confirmation Date means the date on which the Clerk of the Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court.

      1.18 Confirmation Hearing means the hearing held by the Bankruptcy Court
pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this
Plan, as such hearing may be adjourned or continued from time to time.

      1.19 Confirmation Order means the order of the Bankruptcy Court,
confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

      1.20 Debtor means the Company.

      1.21 DIP means debtor in possession.

      1.22 DIP Lenders means those investors that lent cash or otherwise elected
to treat their Administrative Claims as DIP loans, during the DIP period prior
to the Effective Date. For the purposes of this Plan, DIP Lenders shall also
include Sunami Ventures, LLC, or such other person which lend Cash to the
Reorganized Company after the Confirmation Date.

      1.23 DIP Lender Claims means all Claims of the DIP Lenders.

      1.24 Disbursing Agent means the Reorganized Company, or any person or that
may be designated by the Reorganized Company to serve as disbursing agent under
the Plan.

      1.25 Disclosure Statement means that certain modified first amended
disclosure statement, including all exhibits and schedules thereto, as amended
or supplemented from time to time, relating to this Plan as approved by order of
the Bankruptcy Court.
<PAGE>
      1.26 Disputed Claim means any, Claim as to which the Debtor has interposed
a timely objection or request for estimation in accordance with the Bankruptcy
Code and the Bankruptcy Rules, or any claim otherwise disputed by the Debtor in
accordance with applicable law, which objection has not been withdrawn or
determined by a Final Order.

      1.27 Disputed Claim Amount means (a) with respect to contingent or
unliquidated Claims, the amount estimated by the Bankruptcy Court for purposes
of distributions in respect of such Claim in accordance with section 502(c) of
the Bankruptcy Code; or (b) the amount set forth in a timely Filed proof of
claim.

      1.28 eCommSecurity means eCommSecurity, Inc. a Georgia corporation, and
the proposed purchaser of certain assets of the Reorganized Company.

      1.29 Effective Date means that date 60 days after the Confirmation Date

      1.30 Employee Claims means a Claim (or a portion of a Claim) held by an
employee of the Company for unpaid wages and/or expenses relating to such
employee's employment at the Company which is entitled to priority under section
507 of the Bankruptcy Code.

      1.31 Estate means the estate of the Company created under section 541 of
the Bankruptcy Code.

      1.32 Exchange Act means the Securities Exchange Act of 1934, as amended.

      1.33 Fee Claim means an Administrative Claim arising or asserted under
section 330(a), 331, 503 or 1103 of the Bankruptcy Code for compensation of a
Professional or other entity for services rendered or expenses incurred in the
Bankruptcy Case on or prior to the Effective Date.

      1.34 File, Filed or Filing means file, filed or filing with the Bankruptcy
Court or its authorized designee in the Bankruptcy Case.

      1.35 Final Order means an order of the Bankruptcy Court as to which the
time to appeal, petition for certiorari or move for re-argument or rehearing has
expired and as to which no appeal, petition for certiorari or other proceedings
for re-argument or rehearing shall then be pending or as to which any right to
appeal, petition for certiorari, reargue or rehear shall have been waived in
writing in form and substance satisfactory to the Debtor or the Reorganized
Company or, in the event that an appeal, writ of certiorari or re-argument or
rehearing thereof has been sought, such order of the Bankruptcy Court shall have
been determined by the highest court to which such order was appealed, or
certiorari, re-argument or rehearing shall have been denied and the time to take
any further appeal, petition for certiorari or move for re-argument or rehearing
shall have expired; provided, however, that the possibility that a motion under
Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous
rule under the Bankruptcy Rules, may be filed with respect to such order shall
not preclude such order from being a Final Order.

      1.36 Holder means an entity holding a Claim or Interest.

      1.37 Impaired means, when used in reference to a Claim or Interest, a
Claim or Interest that is impaired within the meaning of section 1124 of the
Bankruptcy Code.

      1.38 Interest means the legal, equitable, contractual and other rights of
the holders of any of (i) the Common Stock, (ii) the Rights and Warrants,
including the rights of any entity to purchase or demand the issuance of any of
the foregoing, including (a) conversion, exchange, voting, participation and
dividend rights; (b) liquidation preferences, (c) stock options, warrants and
put rights; and (d) share appreciation rights, or (iii) and other stock rights,
whether preferred or common, pertaining or relating in any way to the Company.

      1.39 Junior Secured Note means that note issued to Holders of Unsecured
Claims which elect the Junior Secured Note Option, which is secured by the Post
Petition Collateral, and is junior in priority only to the Senior Secured Notes.
<PAGE>
      1.40 Junior Secured Note Option means that option which Holder of an
Unsecured Claim may elect by contributing 10% of the Unsecured Claim to the
Reorganized Company and in exchange convert its unsecured claim to a twenty-four
(24) month note (interest accruing at 12% per annum) principal and interest to
be paid upon maturity, secured by all of the Post Petition Collateral, and
junior in priority only to the Senior Secured Notes.

      1.41 Litigation Claims means the Claims, rights of action, suits or
proceedings, whether in law or in equity, whether known or unknown, that the
Debtor or Estate may hold against any person or entity under the Bankruptcy Code
or any non-bankruptcy law, including without limitation those Litigation Claims
described in the Disclosure Statement.

      1.42 New Common Stock means the shares of Common Stock of the Reorganized
Company to be issued and authorized pursuant to the Plan.

      1.43 New Senior Secured Notes means the new Senior Secured Notes to be
issued to the DIP Lenders on or before the Effective Date, with the same terms
and conditions as the Senior Secured Notes.

      1.44 Notes mean collectively, the New Senior Secured Notes and the Junior
Secured Notes.

      1.45 Petition Date means May 10, 2001, the date on which the Debtor filed
its petition for relief commencing the Bankruptcy Case.

      1.46 Plan means this modified second amended plan of reorganization and
all supplements, appendices and schedules hereto, in its present form or as the
same may be altered, amended or modified from time to time.

      1.47 Plan Documents means the documents and form of documents specified in
the Plan to be filed as set forth in Section 13.9 hereof.

      1.48 Post Petition Collateral means all of the real and personal property
of the Debtor of any description whatsoever, wherever located and whenever
arising or acquired, including, without limitation, all cash, accounts,
inventory, equipment, fixtures, chattel paper, and general intangibles, and all
proceeds and products, whether tangible or intangible, or any of the foregoing,
including proceeds of insurance covering any of the foregoing.

      1.49 Professional means any (a) professional employed in the Chapter 11
case pursuant to section 327 or 1103 of the Bankruptcy Code or otherwise and (b)
other professional or other entity seeking compensation or reimbursement of
expenses in connection with the Chapter 11 case pursuant to section 503(b)(4) of
the Bankruptcy Code.

      1.50 Reorganized Company means the Debtor or any successors thereto by
merger, consolidation, or otherwise on or after the Effective Date.

      1.51 Rights and Warrants means all options, warrants, call, rights, puts,
and or other agreements to acquire the Common Stock outstanding immediately
prior to the Petition Date.

      1.52 Secured Claim means a Claim (other than an Administrative Claim) that
is secured by a lien on property in which a Debtor's Estate has an interest.

      1.53 Securities Act means the Securities Act of 1933, 15, U.S.C. Sections
77c-77aa. as now in effect or hereafter amended.

      1.54 Securities Claim means a claim arising from rescission of a purchase
or sale of a security of the Debtor, for damages arising from the purchase or
sale of such security, or for reimbursement or contribution allowed under
section 502 of the Bankruptcy Code on account of such Claim.
<PAGE>
      1.55 Senior Secured Notes mean the senior secured notes held by DIP
Lenders in the amount of the proposed DIP loan, with a maturity of twelve (12)
months, and with interest at an annual rate of 12% which shall be paid monthly,
and which was to have been secured by all of the Post Petition Collateral. Upon
the Effective Date, the DIP Lenders were to have been issued New Senior Secured
Notes, in exchange for the Senior Secured Notes.

      1.56 Tax Claim means a Claim of a governmental unit of the kind specified
in sections 502(i) and 507 (a) (8) of the Bankruptcy Code.

      1.57 Unimpaired Claim means a Claim that is not impaired within the
meaning of section 1124 of the Bankruptcy Code.

      1.58 Unsecured Claim means an unsecured, nonpriority Claim.

      1.59 Rules of Interpretation and Computation of Time. For purposes of this
Plan, unless otherwise provided herein: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural. will
include both the singular and the plural; (b) unless otherwise provided in this
Plan, any reference in this Plan to a contract, instrument, release or other
agreement or document being in a particular form or on particular terms and
conditions means that such document will be substantially in such form or
substantially on such terms and conditions; (c) any reference in this Plan to an
existing document or schedule Filed or to be Filed means such document or
schedule, as it may have been or may be amended, modified or supplemented
pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or
Interest includes that entity's successors and assigns; (e) all references in
this Plan to Sections, Articles and Schedules are references to Sections,
Articles and Schedules of or to this Plan; (f) the words "herein," "hereunder"
and "hereto" refer to this Plan in its entirety rather than to a particular
portion of this Plan; (g) captions and, headings to Articles and Sections are
inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretation of this Plan; (h) the rules of construction set
forth in section 1021 of the Bankruptcy Code will apply; and (i) in computing
any period of time prescribed or allowed by this Plan, the provisions of
Bankruptcy Rule 9006(a) will apply.

                                   ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS

      All Claims and Interests, except Administrative Claims (including Fee
Claims), are placed in the Classes set forth below. In accordance with section
1123(a)(1) of the Bankruptcy Code, Fee Claims and Administrative Claims as
described below, have not been classified.

      A Claim or Interest is placed in a particular Class only to the extent
that the Claim or Interest falls within the description of that Class and is
classified in other Classes to the extent that any portion of the Claim or
Interest falls within the description of such other Classes. A Claim or Interest
is also placed in a particular Class for the purpose of receiving distributions
pursuant to the Plan only to the extent that such Claim or Interest is an
Allowed Claim or Allowed Interest in that Class and such Claim or Interest has
not been paid, released or otherwise settled prior to the Effective Date.

      2.1 Unclassified Claims (not entitled to vote on the Plan).

            a.    Fee Claims.

            b.    Other Administrative Claims.

      2.2 Unimpaired Classes of Claims (deemed to have accepted the Plan and,
therefore, not entitled to vote).

            a.    Class 1. DIP Lender Claims. Class 1 consists of all DIP Lender
                  Claims.
<PAGE>
            b.    Class 2. Employee Claims. Class 2 consists of all Employee
                  Claims entitled to priority under section 507 of the
                  Bankruptcy Code.

            c.    Class 3. Secured Lender Claims. Class 3 consists of all
                  Secured Lender Claims.

            d.    Class 4: Tax Claims. Class 4 consists of all Tax Claims.

      2.3 Impaired Classes of Claims (entitled to Vote on the Plan)

            a.    Class 5: Unsecured Claims. Class 5 consists of all Unsecured
                  Claims greater then $2,000

            b.    Class 6: Unsecured Claims. Class 6 consists of all Unsecured
                  Claims less then $2,000

            c.    Class 7: Common Stock. Class 7 consists of all Interests
                  directly arising from, under or relating in any way to Common
                  Stock.

      2.4 Impaired Classes of Interests (Classes 8 and 9 are deemed to have
rejected the Plan and, therefore, will not be entitled to vote to accept or
reject the Plan).

            a.    Class 8 Securities Claims. Class 8 consists of all Interests
                  directly arising from, under, or relating in any way to all
                  Securities Claims.

            b.    Class 9: Options and Warrants. Class 9 consists of all Options
                  and Warrants

                                   ARTICLE III

TREATMENT OF CLAIMS AND INTERESTS

      3.1 Unclassified Fees

      3.1.1 Fee Claims and United States Trustee Fees

      Fee Claims shall be paid in full, in cash, on or before the earlier of the
Effective Date or upon approval by the Bankruptcy Court of such Fee Claims, or
on such other terms as agreed upon between the Debtor and the Professional
asserting the Fee Claim. Statutory fees owed to the United State Trustee shall
be paid in full on or before the Effective Date and shall be paid on a regular
basis thereafter as incurred until the Bankruptcy Case is closed.
Notwithstanding anything contained herein, Stephen L. Ryerse ("Ryerse") shall be
entitled to an Allowed Administrative Claim in the amount of $75,000.00 to be
paid pursuant to this section of the Plan, and without leave to take any further
action by the Debtor or by Ryerse.

      3.1.2 Other Administrative Claims.

      All other Administrative Claims not included in 3.1.1 above, shall be paid
by the Debtor, at its election: (a) in full, in cash, in such amounts as are
incurred in the ordinary course of business by the Debtor, or in such amounts as
the Bankruptcy Court may allow upon the later of the Effective Date or the date
upon which there is a Final Order allowing such Administrative Claim; (b) upon
such other terms as may exist in the ordinary course of the Debtor's business;
or (c) upon such other terms as may be agreed upon between the Holder of such
Administrative Claim and the Debtor, not to exceed the rights afforded the Class
1 DIP Lender Claims.
<PAGE>
      Notwithstanding anything contained herein or in the Confirmation Order,
Internap Network Services, Inc. ("Internap") may assert, at its discretion, but
within the time limits set forth in the Plan and provided for by the
Confirmation Order, an Administrative Claim against the Debtor (the "Internap
Administrative Claim"). The Debtor shall pay all portions of the Internap
Administrative Claim, which are entitled to treatment pursuant to this Section
3.1.2 and which are not subject to a good faith dispute of the Debtor, on or
before the Effective Date. The remaining disputed portion of the Internap
Administrative Claim shall be paid upon resolution of the dispute, either by
agreement between the Debtor and Internap, or upon adjudication by the Court.

      3.2 Unimpaired Classes of Claims. (Not Entitled to Vote on Plan)

      3.2.1 Class 1. DIP Lender Claims

      The DIP loans described in the Plan will not be provided and accordingly
the Class 1 - DIP lender Claims will not arise. In place of the DIP loans, the
Debtor has arranged a post confirmation loan facility which will be provided to
the Debtor on the same terms as previously described in the Plan for DIP Lender
Claims, including, term, interest rate and issuance of stock. Specifically, post
confirmation lenders shall receive five (5) shares of New Common Stock for every
dollar loaned, plus a Senior Secured Note (as that term is defined in Section
1.55 of the Plan) but modified as to the Post Petition Collateral securing such
loans as described below..

      On or as soon as reasonably practicable after the entry of the
Confirmation Order, the Debtor shall enter into a borrowing facility with Sunami
Ventures, LLC ("Sunami") for $1.5 million ("Sunami Loan"). Sunami shall loan the
Reorganized Debtor, on or as soon as practicable after the entry of the
Confirmation Order, the sum of $500,000 in cash. The balance of the Sunami Loan
shall be loaned to the Reorganized Company on an as needed basis for the purpose
of financing equipment on behalf of customers. Sunami shall receive on account
of the Sunami Loan, five (5) shares of New Common Stock for every dollar loaned,
a Senior Secured Note for the amount of the Sunami Loan, which shall be secured
by a first priority lien on and security interest in the Reorganized Company's
equipment located in Atlanta, Georgia, as herein owned and hereafter acquired.

      3.2.2 Class 2. Employee Claims. On, or as soon as reasonably practicable
after, the later of (i) the Effective Date or (ii) the date on which such
Employee Claim becomes an Allowed Employee Claim, each Holder of an Allowed
Employee Claim shall receive Cash equal to the amount of such Allowed Employee
Claim, up to $4,650. Any balance due to an employee of the Company shall be
treated as either a Class 5 Claim or a Class 6 Claim, depending upon the amount
of such Claim.

      3.2.3 Class 3. Secured Lender Claim of Bank of America On, or as soon as
reasonably practicable after, the Effective Date, Bank of America shall receive
in complete satisfaction of its claim: (i) a cash payment in the amount of
$225,000.00 from Sunami Ventures, LLC; and (ii) a three year secured note in the
amount of the difference between the amount of Bank of America's debt on the
Effective Date (including accrued interest and attorney's fees but taking into
account accounts receivable applied to date) and $225,000 (the "BA Note"). The
BA Note shall be secured by a first priority lien on all of the Reorganized
Debtor's Litigation Claims (including, without limitation, causes of action
against eCommSecurity, Roth Capital, and Vedder Price Kaufman & Kammholz). If
any recoveries are made from Litigation Claims, after initial payment of costs
and expenses relating to such Litigation Claims (other than the eCommSecurity
Litigation Claim), the first recoveries shall be paid to Bank of America until
the BA Note is satisfied in full. The BA Note shall be further secured by a
second priority lien on all other assets of the Debtor, except for the
Litigation Claims. Bank of America shall also receive a limited guaranty from
John Paulsen in the amount of $50,000.00. The foregoing treatment shall be
documented by (a) the BA Note; (b) a certain Second Amendment dated as of
November 8, 2001 of that certain Secured Demand Loan Agreement dated as of July
23, 1999 (as amended by that certain First Amendment to Secured Demand Loan
Agreement dated as of August 2, 2000 and by that certain letter agreement dated
as of April 12, 2001) by and between Bank of America and the Debtor; (c)
amendment of that certain Continuing Guaranty dated as of July 23, 1999, of John
Paulsen in favor of Bank of America; (d) a note purchase agreement by and
between Bank of America and Sunami Ventures LLC; and (e) an intercreditor
agreement by and between Bank of America and Sunami
<PAGE>
Ventures, LLC. Consistent with this section, and notwithstanding any other
provision of the Plan, Bank of America's liens and security interests shall not
be discharged upon confirmation of the Plan.

      3.2.4 Class 4. Tax Claims. On, or as soon as reasonably practicable after,
the Effective Date, each holder of an Allowed Class 4 Tax Claim will receive in
full satisfaction, settlement of and in exchange for, its tax Claim, a Six (6)
year 6.5% promissory note in an amount equal to the principal amount of its Tax
Claim, under which it shall receive monthly payments for six years until the Tax
Claim, plus interest accrued thereon, shall be paid in full.

      Notwithstanding anything contained herein or in the Confirmation Order,
the Georgia Department of Revenue has an allowed unsecured priority claim in the
total amount of $30,044.88 and an unsecured general claim in the amount of
$9,238.88. The Debtor shall pay the Georgia Department of Revenue's unsecured
priority claim in full together with interest of six and one-half percent (6.5%)
per annum. Upon confirmation of the Plan, the Debtor shall make equal monthly
payments in the amount of $505.05 commencing on the distribution date (as
defined in Article VI of the Plan), and continuing thereafter and due on the
fifteenth (15th) day of each month which shall begin on the first full calendar
month after the distribution date and continue thereafter until paid in full.
All payments to the Georgia Department of Revenue by the Debtor shall be sent
to: Georgia Department of Revenue, Bankruptcy Section, Attention: Eunice
Nicholson, Post Office Box 38143, Atlanta, Georgia 30334.

      Notwithstanding anything contained herein or in the Confirmation Order,
the Debtor's failure to make a payment to a Holder of an Allowed Tax Claim
pursuant to this section constitutes a default. If the Debtor fails to cure such
default, after five (5) business days after written notice thereof, then the
Holder of the Allowed Tax Claim may proceed with either or all of the following
remedies: (a) enforce the entire amount of its claim under Georgia law; (b)
exercise any and all of its rights and remedies under applicable state law; (c)
seek such relief as may be appropriate in the Court.

      Notwithstanding anything contained herein or in the Confirmation Order,
the confirmation of the Debtor's Bankruptcy Case shall not discharge the Debtor
from any priority tax debts which are excepted from discharge under 11 U.S.C.
Section 523.

      3.3 Impaired Classes of Claims. (Entitled to Vote on Plan)

      3.3.1 Class 5 General Unsecured Claims Greater Than $2,000.

      3.3.1.1 Issuance of Warrants.

      On or as soon as practicable after the Effective Date, the Debtor shall
issue to the class 5 claimants warrants to purchase in the aggregate One Million
(1,000,000) shares of the Debtor's Common Stock which shall be issued to the
creditors pro rata in accordance with the amount of their allowed claims in such
Class 5. The Warrants give the holders thereof the right to purchase, at any
time for a period of seven years from the date of issuance (i.e., the effective
date of the Plan), one share of the Debtor's Common Stock at a price of Twenty
Cents ($0.20) per share. The Warrants contain provisions providing for
appropriate adjustment in the event of any merger, consolidation,
recapitalization, reclassification, stock dividend, stock split or similar
transaction. The Warrants also contain net issuance (i.e., "Cashless Exercise")
provisions which provide that in the event the stock has traded at an average
price in excess of $2.00 per share for at least 30 days preceding an exercise of
any warrants, the holders thereof may elect to exercise the Warrants in whole or
in part and instruct the Debtor to withhold from the securities issuable upon
exercise, a number of securities, valued at the current fair market value on the
date of exercise, as the payment of the exercise price. Such net exercise
provision has the effect of requiring the Debtor to issue shares of Common Stock
without a corresponding increase in capital. A net exercise of the Warrants will
have the same dilutive effect on the interests of the Debtor's shareholders as
will a cash exercise. The Warrants do not entitle the holders thereof to any
rights as a shareholder of the Debtor until such Warrants are exercised and
shares of Common Stock are purchase thereunder.

      3.3.1.2 Issuance of Stock and Other Treatment of Class 5 Claims.
<PAGE>
      In addition to the treatment afforded by Section 3.3.1.2 above, on or as
soon as practicable after the Effective Date, each Holder of an Allowed
Unsecured Claim, in full satisfaction, settlement of, and in exchange for, its
Allowed Unsecured Claim may elect one of the following as treatment for their
Claim:

      (i)   receive one (1) share of New Common Stock for every three (3)
            dollars of Allowed Unsecured Claim; or
      (ii)  invest an additional 10% of the total Unsecured Claim in Cash to the
            Reorganized Company to convert its Allowed Unsecured Claim into a
            Junior Secured Note; or
      (iii) reduce the Unsecured Claim to Two ($2,000) Thousand and elect
            treatment under Class 6; or
      (iv)  invest an additional 10% of a portion of the Unsecured Claim in Cash
            to the Reorganized Company to convert that portion of its Allowed
            Unsecured Claim to a Junior Secured Note, and receive one (1) share
            of New Common Stock for every three (3) dollars of the remaining
            portion of the Allowed Unsecured Claim.

      3.3.2 Class 6 General Unsecured Claims less then $2,000. Except with
respect to those Holders of Allowed Unsecured Claims who have elected on its
ballots to be treated as an Allowed Class 5 Claim (or are deemed to have so
elected), each Holder of an Allowed Unsecured Claim shall receive, in full
satisfaction, settlement of, and in exchange for, its Allowed Claim payment in
Cash from the Debtor in an amount equal to twenty seven and a half percent
(27.5%) of its Allowed Unsecured Claim.

      3.3.3 Class 7: Common Stock Interests. On the Effective Date, the holders
of Common Stock Interests will receive one (1) share of New Common Stock for
every six (6) shares of Common Stock currently held (i.e.: a 6:1 reverse split)

      3.4 Impaired Classes to Claims (Not Entitled to Vote on Plan)

      3.4.1 Class 8: Securities Claims. Class 8 consists of all Claims arising
from or out of a purchase or sale of a security of the Debtor, for damages
arising from the purchase or sale of such security, or for reimbursement or
contribution allowed under section 502 of the Bankruptcy Code on account of such
Claim. Pursuant to the provisions of 11 U.S.C. section 1141, the Debtor, upon
confirmation of the Plan shall be discharged from all liabilities for such
Securities Claims. The foregoing notwithstanding, any derivative securities
claims for fraud or misrepresentation or violation of federal or applicable
state securities laws relating to the offer or sale of any equity or debt
security issued by the Debtor which Securities Claims the Debtor may have
against Roth Capital and/or Vedder Price Kaufman & Kammholz, including claims
for contribution and/or indemnity shall be preserved and the proceeds, if any,
of any recoveries from such claims shall be distributed pursuant to Section
10.4.3 as a Litigation Claim.

      3.4.2 Class 9: Warrants and Options. On the Effective Date, the Old
Warrants and Options will receive no distributions from the Debtor on account of
their Interests or Claims.

                                   ARTICLE IV

                      MEANS FOR IMPLEMENTATION OF THE PLAN

      4.1 Continued Corporate Existences and Vesting of Assets in the
Reorganized Company. After the Effective Date, the Reorganized Company shall
continue to exist as a separate legal entity in accordance with applicable law
in the jurisdiction in which its incorporated or organized and pursuant to its
Amended Certificate of Incorporation and By-Laws. Except as otherwise provided
in the Plan, on and after the Effective Date, all property of the Estate of the
Debtor, shall vest in the Reorganized Company free and clear of all Claims,
liens, charges, other encumbrances and interests .

      4.2 Corporate Governance, Directors and Corporate Action.

      4.2.1 Certificate of Incorporation and Bylaws. The Amended Certificate of
Incorporation and Bylaws shall satisfy the provisions of the Plan and the
Bankruptcy, and shall include. among other things, (i) pursuant to section
1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of
non-voting equity securities, but only to the extent required by
<PAGE>
section 1123 (a) (6) of the Bankruptcy Code; and (ii) authorize the issuance of
New Common Stock, in amounts not less than the amounts necessary to permit the
distributions thereof required or contemplated by the Plan. After the Effective
Date, the Reorganized Company may amend and restate the Amended Certificate of
Incorporation and Bylaws as permitted by applicable law.

      4.2.2 Directors of the Reorganized Company. On the Effective Date, the
board of directors of Reorganized the Company shall have seven (7) members,
consisting of John C. Paulsen, the Company's current Chief Executive Officer,
and the following other members: James A. Chatz, Esq., Eric Stari, Richard
Woods, and D. Scott Voss. The Committee shall be entitled to designate the final
two (2) members of the Board of Directors each of whom shall serve for a single
term of two (2) years. Also, the Debtor's Board of Directors shall establish (i)
an Audit Committee and (ii) a Compensation Committee each of which committees
shall be comprised of at least two Directors one of which shall be one of the
two Directors designated by the Committee. The board of directors of the Company
serving immediately prior to the Effective Date (i) shall appoint the nominee
directors for the board of directors of Reorganized the Company, as herein
provided, and (ii) will be deemed to have resigned as of the Effective Date.

      4.2.3 Corporate Action. On the Effective Date, the adoption of the Amended
Certificate of Incorporation or similar constituent documents, the selection of
directors and officers for the Reorganized Company, and all other actions
contemplated by the Plan shall be authorized and approved in all respects
(subject to the provisions of the Plan). All matters provided for in the Plan
involving the corporate structure of the Debtor or the Reorganized Company, and
any corporate action required by the Debtor or the Reorganized Company in
connection with the Plan, shall be deemed to have occurred and shall be in
effect, without any requirement of further action by the security holders or
directors of the Debtor or the Reorganized Company. On the Effective Date, the
appropriate officers of the Debtor or the Reorganized Company and members of the
boards of directors of the Debtor or the Reorganized Company are authorized and
directed to issue, execute and deliver the agreements, documents, securities and
instruments contemplated by the Plan.

      4.3 Cancellation of Note and, other Instruments On the Effective Date,
except as otherwise provided for herein, (i) any notes or other instruments or
documents evidencing or creating any indebtedness or obligations of a Debtor,
except such notes or other instruments evidencing indebtedness or obligations of
a Debtor that are reinstated or amended and restated under the Plan, shall be
cancelled, and (ii) the obligations of the Debtor under any agreements or
certificates of designation governing such indebtedness and Interests and any
other notes or other instruments or documents (including the obligations of the
Debtor under any shareholder agreements) evidencing or creating any indebtedness
or obligations of a Debtor shall be discharged, except for such notes or other
instruments evidencing indebtedness or obligations of a Debtor that are
reinstated or amended and restated under the Plan.

      4.4 Issuance of New Securities and Related Documents. On the Effective
Date, the Company shall issue the New Common Stock and Notes to be distributed
pursuant to the Plan without further act or action under applicable law,
regulation, order or rule. All documents, agreements and instruments entered
into on or as of the Effective Date contemplated by or in furtherance of the
Plan.

      4.5 Sources of Cash for Plan Distributions. Except as otherwise provided
in the Plan or the Confirmation Order, all Cash necessary for the Reorganized
Company to make payments pursuant to the Plan shall be obtained from the Sunami
Loan, and from existing Cash balances and the operations of the Debtor and the
Reorganized Company.

                                    ARTICLE V

ACCEPTANCE OR REJECTION OF THE PLAN

      5.1 Classes Entitled to Vote. Classes 5, 6 and 7 are entitled to vote to
accept or reject the Plan. Classes 8 and 9 are deemed by operation of law to
reject the Plan and, therefore, are not entitled to vote to accept or reject the
Plan. The Holders of Claims in Classes 1, 2, 3 and 4 are unimpaired under the
Plan and are deemed by operation of law to have accepted the Plan and,
therefore, are not entitled to vote to accept or reject the Plan.
<PAGE>
      5.2 Cramdown. The Debtor will request confirmation of the Plan, as it may
be modified from time to time, under section 1129(b) of the Bankruptcy Code with
respect to Classes 5, 6 and 7 (if it is rejected by such Classes) and with
respect to Classes 8 and 9.

                                   ARTICLE VI

PROVISIONS GOVERNING DISTRIBUTIONS

      6.1 Distributions for Claims or Interests Allowed as of the Effective
Date. Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions to be made on account of Claims or Interests that are Allowed
Claims or Allowed Interests as of the Effective Date shall be made on the
Effective Date or as soon thereafter as is practicable. Any distribution to be
made on the Effective Date pursuant to this Plan shall be deemed as having been
made on the Effective Date if such distribution is made on the Effective Date or
as soon thereafter as is practicable. Any payment or distribution required to be
made under the Plan on a day other than a Business Day shall be made on the next
succeeding Business Day. Distributions on account of Claims or Interests that
first become Allowed Claims or Interests after the Effective Date shall be made
pursuant to Articles III, VI and VIII of this Plan. Notwithstanding the date on
which any distribution of securities is made to a Holder of a Claim or Interest
that is an Allowed Claim or Allowed Interest on the Effective Date, as of the
date of the distribution such Holder shall be deemed to have the rights of a
Holder of such securities distributed as of the Effective Date.

      6.2 Interest on Claims. Unless otherwise specifically provided for in the
Plan or Confirmation Order, or required by applicable bankruptcy law,
postpetition interest shall not accrue or be paid on any Claims, and no Holder
of any other Claim shall be entitled to interest accruing on or after the
Petition Date on any such Claim.

      6.3 Distributions by Reorganized Company. Except as otherwise provided
below, the Reorganized Company or the Disbursing Agent shall make all
distributions required to be distributed under the Plan. The Reorganized Company
may employ or contract with other entities to assist in or make the
distributions required by the Plan.

      6.4 Delivery of Distributions and Undeliverable or Unclaimed
Distributions.

      6.4.1 Delivery of Distributions in General. Distributions to Holders of
Allowed Claims and Allowed Interests shall be made at the addresses set forth in
the Debtor's records unless proofs of claim or transfers of claim filed pursuant
to the Bankruptcy Rules supersede such addresses.

      6.4.2 Undeliverable and Unclaimed Distributions.

      6.4.2.1 Holding and Investment of Undeliverable and Unclaimed
Distributions. If the distribution to any Holder of an Allowed Claim or Interest
is returned to the Disbursing Agent as undeliverable or is otherwise unclaimed,
no further distributions shall be made to such Holder unless and until the
Disbursing Agent is notified in writing of such Holder's then current address.

      6.4.2.2 After Distributions Become Deliverable. The Reorganized Company
shall make all distributions that have become deliverable or have been claimed
since the Effective Date as soon as practicable after such distribution has
become deliverable.

      6.4.2.3 Failure to Claim Undeliverable Distributions. Any Holder of an
Allowed Claim or Interest that does not assert a claim pursuant to the Plan for
an undeliverable or unclaimed distribution within six (6) months after the
Effective Date shall be deemed to have forfeited its claim for such
undeliverable or unclaimed distribution and shall be forever barred and enjoined
from asserting and such claim for an undeliverable or unclaimed distribution
against the Debtor or its Estate, Reorganized Company or its property. In such
cases, any Cash for distribution on account of such claims for undeliverable or
unclaimed distributions shall become the property of the Reorganized Company
free of any restrictions
<PAGE>
thereon and notwithstanding any federal or state escheat laws to the contrary.
Any New Common Stock held for distribution on account of such Claim or Interest
shall be canceled and have no further force or effect.

      6.5 Compliance with Tax Requirements. Any federal, state or local
withholding taxes or amounts required to be withheld under applicable law shall
be deducted from distributions hereunder. All entities holding Claims or
Interests shall be required to provide any information necessary to effect the
withholding of such taxes.

      6.6 Allocation of Plan Distributions Between Principal and Interest. To
the extent that any Allowed Claim entitled to a distribution under the Plan is
comprised of indebtedness and accrued but unpaid interest thereon, such
distribution shall, for federal income tax purposes, be allocated to the
principal amount of the Claim first and then, to the extent the consideration
exceeds the principal amount of the claim, to the portion of such Claim
representing accrued but unpaid interest.

      6.7 Means of Cash Payment. Payments of Cash made pursuant to the Plan
shall be in U.S. dollars and shall be made, at the option and in the sole
discretion of the Reorganized Company, by (a) checks drawn on or (b) wire
transfer from a domestic bank selected by the Reorganized Company. Cash payments
to foreign creditors may be made, at the option of the Reorganized Company, in
such funds and by such means as are necessary or customary in a particular
foreign jurisdiction.

      6.8 Withholding and Reporting Requirements. In connection with the Plan
and all distributions hereunder, the Reorganized Company shall comply with all
withholding and reporting requirements imposed by any federal, state, local or
foreign taxing authority and all distributions hereunder shall be subject to any
such withholding and reporting requirements. The Reorganized Company shall be
authorized to take any and all actions that may be necessary or appropriate to
comply with such withholding and reporting requirements. Notwithstanding any
other provision of the Plan, each Holder of an Allowed Claim or Allowed Interest
that is to receive a distribution of New Common Stock pursuant to the Plan shall
have sole and exclusive responsibility for the satisfaction and payment of and
tax obligations imposed by any governmental unit, including income, withholding
any other tax obligations, on account of such distribution.

      6.9 Setoffs. The Reorganized Company may, pursuant to section 553 of the
Bankruptcy Code or applicable nonbankruptcy laws, but shall not be required to,
set off against any Claim and the payments or other distributions to be made
pursuant to the Plan in respect of such Claim, Litigation Claims that the Debtor
or the Reorganized Company may have against the Holder of such Claim, provided,
however, that neither the failure to do so nor the allowance of any Claim
hereunder shall constitute a waiver or release by the Reorganized Company of any
such Litigation Claim that the Debtor or the Reorganized Company may have
against such Holder.

      6.10 Fractional Shares. No fractional shares of New Common Stock shall be
distributed, and the actual issuance of New Common Stock shall reflect a
rounding up (in the case of .50 or more than .50) of such fraction to the
nearest whole New Common Stock or a rounding down of such fraction (in the case
of less than .50).

      6.11 Surrender of Cancelled Instruments or Securities. Except as provided
below, as a condition precedent to receiving any distribution pursuant to the
Plan on account of an Allowed Claim or Allowed Interest evidenced by the
instruments, securities or other documentation canceled pursuant to Section 4.3
hereof, the Holder of such Claim or Interest shall tender the applicable
instruments, securities or other documentation evidencing such Claim or Interest
to the Reorganized Company, unless waived in writing by the Debtor or the
Reorganized Company. Any New Common Stock to be distributed pursuant to the Plan
on account of any such Claim or Interest shall, pending such surrender, be
treated as an undeliverable distribution pursuant to Section 6.4.2.3 hereof.
<PAGE>
                                   ARTICLE VII

TREATMENT OF EXECUTORY CONTRACTS, UNEXPIRED LEASES AND PENSION PLANS

      7.1 Assumption of Executory Contracts and Unexpired Leases. All executory
contracts or unexpired leases of the Reorganized Company which were not
previously assumed or rejected by the Debtor or which are specifically assumed
by another provision of the Plan, shall be deemed rejected as of the
Confirmation Date, in accordance with the provisions and requirements of
sections 365 and 1123 of the Bankruptcy Code

      7.2 Claims Based on Rejection of Executory Contracts or Unexpired Leases.
All proofs of claim with respect to Claims arising from the rejection of
executory contracts or unexpired leases, must be filed with the Bankruptcy Court
within thirty (30) days after the earlier of the date of entry of the
Confirmation Order or the order of the Bankruptcy Court approving such
rejection. Any claims arising from the rejection of an executory contract or
unexpired lease not filed within such time will be forever barred from assertion
against the Debtor or Reorganized Company, its Estate and property unless
otherwise ordered by the Bankruptcy Court. All such Allowed Claims for which
proofs of claim are required to be filed will be, and will be treated as,
Allowed General Unsecured Claims subject to the provisions of Article III
hereof, subject to any limitation on allowance of such Claims under section
502(b) of the Bankruptcy Code or otherwise.

      7.3 Compensation and Benefit Programs, Employment Contracts, Pension
Plans.

      7.3.1 Assumption of Programs and Policies. Except as otherwise expressly
provided in this Plan), all employment and severance policies, and all
compensation and benefit plans, policies, and programs of the Debtor applicable
to its employees, retirees and non-employee directors and the employees and
retirees of its subsidiaries, including, without limitation, all savings plans,
retirement plans, healthcare plans, disability plans, severance benefit plans,
incentive plans, life and accidental death and dismemberment insurance plans,
are treated as executory contracts under the Plan and on the Effective Date
shall be assumed pursuant to the provisions of sections 365 and 1123 of the
Bankruptcy Code.

      7.3.2 Reservation to Reject. Notwithstanding Section 8.4.1, the Debtor
reserves the right to reject any compensation and benefit program and any
employment contract prior to the Effective Date pursuant to the provisions of
sections 365 and 1123 of the Bankruptcy Code.

                                  ARTICLE VIII

                       PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT AND UNLIQUIDATED CLAIMS

      8.1 Objection Deadline, Prosecution of Objections. All claims objections
relating to Litigation Claims shall be filed by the Committee by no later than
the Claims Objection Deadline. If the Committee does not object to such claims
within thirty (30) days of the Claims Objection Deadline, the Debtor or the
Reorganized Company, as the case may be, may, at its discretion, object to such
claims no later than the Claims Objection Deadline. With regard to all other
Claims and Interests, the Debtor or the Reorganized Company, as the case may be,
may file objections to Claims and Interests with the Bankruptcy Court on or
before the Claims Objection Deadline The Debtor, the Reorganized Company, or the
Committee, as the case may be, shall be authorized to, and shall, resolve all
Disputed Claims or Disputed Interests by withdrawing or settling such objections
thereto, or by litigating to judgment (in the Bankruptcy Court or such other
court having jurisdiction) as to the validity, nature and/or amount thereof.

      8.2 No Distributions Pending Allowance. Notwithstanding any other
provision of the Plan, no payments or distributions shall be made with respect
to all or any portion of a Disputed Claim or Disputed Interest unless and until
all objections to such Disputed Claim or Disputed Interest have been settled or
withdrawn or have been determined by Final Order, and the Disputed Claim or
Disputed Interest, or some portion thereof, has become an Allowed Claim or
Allowed Interest.
<PAGE>
                                   ARTICLE IX

CONFIRMATION AND CONSUMMATION OF THE PLAN

      9.1 Conditions to Confirmation. The Bankruptcy Court shall not enter the
Confirmation Order unless and until the Confirmation Order shall be reasonably
acceptable in form and substance to the Debtor. The Confirmation Order shall
provide that:

      (i) the Debtor and Reorganized Company are authorized and directed to take
all actions necessary or appropriate to enter into, implement and consummate the
contracts, instruments, releases, leases and other agreements or documents
created in connection with the Plan;

      (ii) the Reorganized Company is authorized to issue the Notes, New Common
Stock and other instruments, as contemplated by this Plan.

      9.2 Conditions to Effective Date. As condition precedent to the occurrence
of the Effective Date, the Confirmation Order confirming the Plan, as such Plan
may have been modified, shall be in full force and effect and shall not have
been vacated, amended, modified or stayed, and if it is the subject of an
appeal, reconsideration or other review, no stay of the Confirmation Order shall
be in effect.

                                    ARTICLE X

EFFECT OF PLAN CONFIRMATION

      10.1 Binding Effect. The Plan shall be binding upon and inure to the
benefit of the Debtor, all present and former Holders of Claims and Interests,
and its respective successors and assigns, including, but not limited to, the
Reorganized Company.

      10.2 Continuation of the Committee Post Confirmation. The Committee shall
continue to exist after the Confirmation Date for the purpose of investigating
and prosecuting to conclusion the Litigation Claims (as defined in the
Disclosure Statement). The Committee shall be vested, as of the Confirmation
Date, with standing to prosecute in the Debtor's name and for the Debtor's
benefit any and all Litigation Claims (with the exception of the Litigation
Claim against eCommSecurity which shall vest with Bank of America) and related
objections to claims (i.e. Claims of defendants to Litigation Claims), in any
court of competent jurisdiction. The Committee shall be deemed the holder of all
privileges with regard to the Debtor's prior retention of any pre-petition
lawyers, other than Arnstein & Lehr, or other professionals consulted in
connection with the bankruptcy case, and shall be vested with the Debtor's
rights under 11 U.S.C. Section 542(e). The Reorganized Company shall, without
charge to the Committee, fully cooperate with the Committee in the investigation
and prosecution of the Litigation Claims. The members of the Committee shall
receive no compensation for their continued service, but may be reimbursed for
actual and necessary expenses reasonably incurred in fulfilling their functions
.. The Committee may purchase errors and omissions insurance, but neither the
Debtor, the Reorganized Debtor, nor the Estate shall be liable for any premiums.
Any such insurance premiums shall be paid personally by the members of the
Committee, or from the proceeds of the advance from the Paulsen Family described
below. The Committee shall have the power without further Order of the
Bankruptcy Court, or other compliance with the substantive and procedural
provisions of the Bankruptcy Code and related Rules regarding retention of
professionals, to retain counsel and other professionals to assist it in its
continued functions, however, neither the Estate nor the Reorganized Company
shall be liable for any professional fees or other costs and expenses incurred
by the Committee, except with regard to fees incurred in objecting to
pre-petition claims. Reasonable fees and costs incurred in claims objections
shall be paid by the Reorganized Company. Any and all additional fee claims
arising from the prosecution of the Litigation Claims, or Committee expense
reimbursements, shall be paid exclusively from (a) monies received from the
Paulsen Family in connection with the settlement of claims between the Debtor
and them, which funds shall be turned
<PAGE>
over to the Committee on or before the Effective Date; and (b) the proceeds of
any recoveries on the Litigation Claims (excluding recoveries, if any, from the
Litigation Claim against eCommSecurity). The Bankruptcy Court shall have no
further jurisdiction with regard to any payment of fee and cost reimbursements
to Committee professionals, except that the Bankruptcy Court shall have
exclusive jurisdiction to hear and determine any dispute regarding the amount of
fees or cost reimbursements. The Committee shall provide quarterly reports to
the Debtor and the United States Trustee accounting for funds and disbursements,
including professional fees. The net proceeds of the Litigation Claims shall be
distributed from time to time pro rata to holders of allowed general unsecured
claims pursuant to further Order of the Court. When the Committee has concluded
its functions, it shall file and serve on the Reorganized Company, the United
States Trustee, and all holders of allowed claims, a final accounting of funds
in its possession and seek an Order of the Bankruptcy Court terminating the
Committee's existence..

      10.3 Discharge of Claims and Termination of Interests. Except as otherwise
provided herein or in the Confirmation Order, all consideration distributed
under the Plan shall be in exchange for, and in complete satisfaction,
settlement, discharge and release of, all Claims (other than those Claims that
are Unimpaired under the Plan) of any nature whatsoever against the Debtor or
any of its assets or properties, and regardless of whether any property shall
have been distributed or retained pursuant to the Plan on account of such
Claims. Upon the Effective Date, the Debtor shall be deemed discharged and
released under section 1141 (d) (1) (A) of the Bankruptcy Code from any and all
Claims (other than Claims that are not Impaired), including, but not limited to,
demands and liabilities that arose before the Confirmation Date, and all debts
of the kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy
Code, and the Old Common Stock and Old Rights and Warrants, and all Interests
relating to any of the foregoing, shall be terminated, extinguished and
cancelled.

      10.4 Litigation Claims.

      10.4.1 Preservation of Rights of Action; Settlement of Litigation Claims.
Except as otherwise provided in the Plan, the Confirmation Order or in any
document, instrument, release or other agreement entered into in connection with
the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the
Litigation Claims (specifically excluding the Litigation Claim against
eCommSecurity) shall vest, non-exclusively, with the Committee and the Committee
shall be authorized to investigate and prosecute such Litigation Claims. If the
Committee chooses not to initiate any Litigation Claim, the Reorganized Company
shall be authorized to investigate and prosecute any such Litigation Claim. The
Debtor shall fully cooperate in the investigation and prosecution of the
Litigation Claims by the Committee. The Litigation Claim against eCommSecurity
shall vest exclusively Bank of America, and Bank of America shall have standing
to prosecute in the Debtor's name and for the Debtor's benefit the Litigation
Claim against eCommSecurity in any court of competent jurisdiction. Bank of
America shall be responsible for all fees and expenses incurred relating to the
prosecution of the eCommSecurity Litigation Claim, such fees and expenses shall
constitute expenses under the Bank of America loan documents, and Bank of
America shall be reimbursed for such fees and expenses out of any recoveries on
the eCommSecurity Claim. Bank of America shall have sole and absolute discretion
with respect to any and all decisions related to the prosecution and/or
settlement of the eCommSecurity Litigation Claim.

      10.4.2 Funding for Litigation Claims. The Paulsen Family (which includes
John Paulsen, Henry Paulsen and Gretchen Lynch) shall jointly advance the sum of
$50,000.00 in Cash to the Committee on or before the Effective Date, to be used
by the Committee to investigate and prosecute Litigation Claims (the "Paulsen
Advance "), excluding the Litigation Claim against eCommSecurity, and may be
used for such other limited purposes as set forth in Section 10.2 above. In
exchange for the Paulsen Advance , the Paulsen Family shall receive a full
release by the Debtor and the Committee, in its corporate capacity, of all
claims, obligations, suits, judgments, damages, demands, debts, rights, causes
of action and liabilities, existing as of the Effective Date, which could have
been brought by the Debtor, the Reorganized Company or the Committee, against
the individual members of the Paulsen Family.

      10.4.3 Litigation Claims Proceeds. Proceeds of Litigation Claims (except
for the Litigation Claim agaisnt eCommSecurity), net of costs and expenses
including attorney's fees, if any such net proceeds arise, shall be paid as
follows: (i) first to Bank of America up to the amounts outstanding under the BA
Note; (ii) second, the Paulsen Advance shall be repaid to the Paulsen Family;
(iii) third, the remaining funds, up to an amount equal to the total amount of
the
<PAGE>
Allowed Claims of Unsecured Creditors shall be paid to the Committee to be
distributed pro rata to Holders of Allowed Unsecured Claims to the extent of
their allowed claims; and (iv) finally, the remaining funds, if any, shall be
paid to the Reorganized Company. Recoveries from the eCommSecurity Litigation
Claim shall, after payment of Bank of America's fees and expenses in prosecuting
such claim, be used to pay the BA Note, until the BA Note satisfied in full. The
remaining recoveries, if any, shall be returned to the estate to be distributed
pro rata to holders of Allowed Unsecured Claims, until such Allowed Claims are
paid in full, and then any remaining recoveries to the Reorganized Company.

      10.5 Exculpation and Limitation of Liability. Neither the Debtor, nor any
of its present or former officers, directors, shareholders, employees, advisors,
attorneys or agents acting in such capacity, shall have or incur any liability
to, or be subject to any right of action by, any person or entity, for any act
or omission in connection with, relating to, or arising out of, the Chapter 11
case, the pursuit of confirmation of the Plan, the consummation of the Plan or
the administration of the Plan or the property to be distributed under the Plan,
except for its fraud, willful misconduct or gross negligence, and in all
respects shall be entitled to rely reasonably upon the advice of counsel with
respect to its duties and responsibilities under the Plan.

      10.6 Injunction. Except as otherwise provided in the Plan, the
Confirmation Order shall provide, among other things, that from and after the
Confirmation Date all Persons who have held, hold or may hold Claims against or
Interests in the Debtor are (i) permanently enjoined from taking any of the
following actions against the Estate, or any of its property, on account of any
such Claims or Interests and (ii) permanently enjoined from taking any of the
following actions against any of the Debtor, the Reorganized Company or its
property on account of such Claims or Interests: (1) commencing or continuing,
in any manner or in any place, any action or other proceeding; (2) enforcing,
attaching, collecting or recovering in any manner any judgment, award, decree or
order; (3) creating, perfecting or enforcing any lien or encumbrance; (4)
asserting a setoff, right of subrogation or recoupment of any kind against any
debt, liability or obligation due to the Debtor; and (5) commencing or
continuing, in any manner or in any place, any action that does not comply with
or is inconsistent with the provisions of the Plan, provided, however, that
nothing contained herein shall preclude such persons from exercising its rights
pursuant to and consistent with the terms of this Plan and the Plan Documents.

      10.7 Term of Bankruptcy Injunction or Stays. All injunctions or stays
provided for in the Bankruptcy Case under section 105 or 362 of the Bankruptcy
Code, or otherwise, and in existence on the Confirmation Date, shall remain in
full force and effect until the Effective Date.

      10.8 Termination of Subordination Rights and Settlement of Related Claims.

      10.8.1 Consideration of Unsecured Claims. The classification and manner of
satisfying all Claims and Interests under the Plan take into consideration all
subordination rights, whether arising by contract or under general principles of
equitable subordination, sections 510(b) or 510(c) of the Bankruptcy Code, or
otherwise. All subordination rights that a Holder of a Claim or Interest may
have with respect to any distribution to be made pursuant to the Plan will be
discharged and terminated, and all actions related to the enforcement of such
subordination rights will be permanently enjoined. Accordingly, distributions
pursuant to the Plan to Holders of Allowed Claims or Allowed Interests will not
be subject to payment to a beneficiary of such terminated subordination rights,
or to levy, garnishment, attachment or other legal process by a beneficiary of
such terminated subordination rights.

                                   ARTICLE XI

                            RETENTION OF JURISDICTION

      Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Bankruptcy Court will retain exclusive jurisdiction over all
matters arising out of, and related to, the Bankruptcy Case and the Plan to the
fullest extent permitted by law, including, among other things, jurisdiction to:
<PAGE>
      (a) Allow, disallow, determine, liquidate, classify, estimate or establish
the priority or secured or unsecured status of any Claim or Interest, including
the resolution of any request for payment of any Administrative Claim and the
resolution of any objections to the allowance or priority of Claims or
interests;

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

      (c) Ensure that distributions to Holders of Allowed Claims and Allowed
Interests are accomplished pursuant to the provisions of the Plan;

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

      (e) Enter such orders as may be necessary or appropriate to implement or
consummate the provisions of the Plan and all contracts, instruments, releases
and other agreements or documents created in connection with the Plan, the
Disclosure Statement or the Confirmation Order;

      (f) Resolve any cases, controversies, suits or disputes that may arise in
connection with the consummation, interpretation or enforcement of the Plan or
any contract, instrument, release or other agreement or document that is
executed or created pursuant to the Plan, or any entity's rights arising from or
obligations incurred in connection with the Plan or such documents;

      (g) Modify the Plan before or after the Effective Date pursuant to section
1127 of the Bankruptcy Code or modify the Disclosure Statement, the Confirmation
Order or any contract, instrument, release or other agreement or document
created in connection with the Plan, the Disclosure Statement or the
Confirmation Order, or remedy any defect or omission or reconcile any
inconsistency in any Bankruptcy Court order, the Plan, the Disclosure Statement,
the Confirmation Order or and/or contract, instrument, release or other
agreement or document created in connection with the Plan, the Disclosure
Statement or the Confirmation Order, in such manner as may be necessary or
appropriate to consummate the Plan;

      (h) Grant or deny any applications for allowance of compensation or
reimbursement of expenses authorized pursuant to the Bankruptcy Code or the Plan
for periods ending on or before the Effective Date, including all applications
for compensation and reimbursement of expenses of Professionals under the Plan
or under sections 330, 331 503 (b), 1103 and 1129 (c) (9) of the Bankruptcy
Code; provided, however, that from and after the Effective Date the payment of
fees and expenses of the Reorganized Company, including counsel fees, shall be
made in the ordinary course of business and shall not be subject to the approval
of the Bankruptcy Court,

      (i) Issue injunctions, enter and implement other orders or take such other
actions as shall be necessary or appropriate to restrain interference by any
entity with consummation. implementation or enforcement of the Plan or the
Confirmation Order;

      (j) Hear and determine Litigation Claims;

      (k) Hear and determine matters concerning state, local and federal taxes
in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

      (l) Enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason or in any respect modified, stayed,
reversed, revoked or vacated or distributions pursuant to the Plan are enjoined
or stayed;

      (m) Determine any other matters that may arise in connection with or
relate to the Plan, the Disclosure Statement, the Confirmation Order or any
contract, instrument. release or other agreement or document created in
connection with the Plan, the Disclosure Statement or the Confirmation Order;
<PAGE>
      (n) Enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications and rulings entered in connection with the Bankruptcy Case;

      (o) Hear and determine all matters related to the property of the Estate
from and after the Confirmation Date;

      (p) Hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under the Bankruptcy Code: and

      (q) Enter an order closing the Bankruptcy Case.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      12.1 Effectuating Documents and Further Transactions. The Debtor or the
Reorganized Company is authorized to execute, deliver, file or record such
contracts, instruments, releases and other agreements or documents and take such
actions as may be necessary or appropriate to effectuate, implement and further
evidence the terms and conditions of the Plan and any notes or securities issued
pursuant to the Plan.

      12.2 Corporate Action. Prior to, on or after the Effective Date (as
appropriate), all matters provided for under the Plan that would otherwise
require approval of the stockholders or directors of the Debtor or the
Reorganized Company shall be deemed to have occurred and shall be in effect
prior to, on or after the Effective Date (as appropriate) pursuant to the
applicable general corporation law of the state in which the Debtor or the
Reorganized Company are incorporated without any requirement of further action
by the stockholders or directors of the Debtor or the Reorganized Company.

      12.3 Exemption from Transfer Taxes. Pursuant to section 1146 (c) of the
Bankruptcy Code, (a) the issuance, transfer or exchange of notes or equity
securities under the Plan; (b) the creation of any mortgage, deed of trust,
lien, pledge or other security interest; (c) the making or assignment of any
lease or sublease; or (d) the making or delivery of any deed or other instrument
of transfer under, in furtherance of, or in connection with, the Plan,
including, without limitation, any merger agreements, agreements of
consolidation, restructuring, disposition, liquidation or dissolution, deeds,
bills of sale, and transfers of tangible property, will not be subject to any
stamp tax, recording tax, conveyance fee personal property or intangible tax,
real estate transfer tax, sales or use tax or other similar tax or governmental
assessment, and the appropriate governmental entities are directed to accept for
filing and recordation any of the foregoing instruments or documents without the
payment of any such tax or governmental assessment. Unless the Bankruptcy Court
orders otherwise, all sales, transfers and assignments of owned and leased
property approved by the Bankruptcy Court on or prior to the Effective Date,
shall be deemed to have been in furtherance of, or in connection with, the Plan.

      12.4 Bar Dates for Administrative Claims. The Bar Date for filing
Administrative Claims (not including Fee Claims), is sixty (60) days after the
Confirmation Date, unless otherwise ordered by the Bankruptcy Court. Holders of
asserted Administrative Claims that are subject to the Administrative Claims Bar
Date shall submit requests for payment on or before such Administrative Claims
Bar Date or forever be barred from doing so. All final fee applications relating
to Fee Claims shall be filed on or before January 17, 2002.

      12.5 Payment of Statutory Fees. All fees payable pursuant to section 1930
of title 28 United States Code shall be paid by the Debtor or the Reorganized
Company as and when they become due, until the Bankruptcy Case is closed.

      12.6 Amendment or Modification of the Plan. Subject to section 1127 of the
Bankruptcy Code, the Debtor reserves the right, to alter, amend or modify the
Plan at any time prior to or after the Confirmation Date but prior to the
substantial consummation of the Plan. A Holder of a Claim or Interest that has
accepted the Plan shall be deemed to have accepted the Plan, as altered, amended
or modified, if the proposed alteration, amendment or modification does not
materially and adversely change the treatment of the Claim or Interest of such
Holder. Specifically, all modifications made by this Plan in relation to all
previous versions of the Plan (including, without limitation, the First Amended
Plan dated July 25, 2001
<PAGE>
and the Second Amended Plan dated November 2, 2001) are non-material and do not
unfairly discriminate or otherwise adversely affect any Holder of a Claim
against or Interest in the Debtor. The Debtor shall not be required to
re-solicit votes on this Plan as a result of any modifications contained herein.

      12.7 Severability of Plan Provisions. If, prior to the Confirmation Date,
any term or provision of the Plan is determined by the Bankruptcy Court to be
invalid, void or unenforceable, the Bankruptcy Court, at the request of the
Debtor, will have the power to alter and interpret such term or provision to
make it valid or enforceable to the maximum extent practicable, consistent with
the original purpose of the term or provision held to be invalid, void or
unenforceable, and such term or provision will then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration or interpretation, the
remainder of the terms and provisions of the Plan will remain in full force and
effect and will in no way be affected, impaired or invalidated by such holding,
alteration or interpretation. The Confirmation Order will constitute a judicial
determination and will provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is valid
and enforceable pursuant to its terms.

      12.8 Successors and Assigns. The Plan shall be binding upon and inure to
the benefit of the Debtor, and its respective successors and assigns, including,
without limitation, the Reorganized Company. The rights, benefits and
obligations of any entity named or referred to in the Plan shall be binding on,
and shall inure to the benefit of any heir, executor, administrator, successor
or assign of such entity,

      12.9 Plan Documents. The Plan Documents shall be filed with the Bankruptcy
not later than five (5) days prior to the Confirmation date of the Hearing. Upon
its filing, the Plan Documents may be inspected in the office of the clerk of
the Bankruptcy Court or its designee during normal business hours. Holders of
Claims and Interests may obtain a copy of the Plan Documents upon written
request to the Debtor. The Bankruptcy Court pursuant to the Confirmation Order
shall approve the Plan Documents.

      12.10 Revocation, Withdrawal or Non-Consummation. The Debtor reserves the
right to revoke or withdraw the Plan prior to the Confirmation Date and to file
subsequent plans of reorganization. If the Debtor revokes or withdraws the Plan,
or if confirmation or consummation of the Plan does not occur, then, (a) the
Plan shall be null and void in all respects, (b) any settlement or compromise
embodied in the Plan (including the fixing or limiting to an amount certain any
Claim or Interest or Class of Claims or Interests), assumption or rejection of
executory contracts or leases affected by the Plan, and any document or
agreement executed pursuant to the Plan, shall be deemed null and void, and (c)
nothing contained in the Plan shall (i) constitute a waiver or release of any
Claims by or against, or any Interests in, the Debtor or any other Person, (ii)
prejudice in any manner the rights of the Debtor or any other Person, or (iii)
constitute an admission of any sort by the Debtor or any other Person.

      12.11 Notice. All notices, requests and demands to or upon the Debtor or
the Reorganized Company to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when actually delivered or, in the case of notice by facsimile
transmission, when received and telephonically confirmed, addressed as follows:

eNUCLEUS, INC.

12342 S. 71st Court
Palos Heights, IL 60463
Facsimile (708) 361-2318
Attn: John Paulsen with a copy to:

Arnstein Lehr
120 South Riverside Plaza, Suite 1200
Chicago, Illinois 60606
Facsimile: (312) 876-0288
Attn: James A. Chatz
<PAGE>
      12.12 Governing Law. Except to the extent the Bankruptcy Code, the
Bankruptcy Rules or other federal law is applicable, or to the extent a Plan
Document, exhibit or schedule to the Plan provides otherwise, the rights and
obligations arising under this Plan shall be governed by, and construed and
enforced in accordance with, the laws of Delaware, without giving effect to any
principles of conflicts of law of such jurisdiction.

      12.13 Tax Reporting and Compliance. In connection with the Plan and all
instruments issued in connection therewith and distributions thereof, the
Debtor, and the Reorganized Company, as the case may be, shall comply with all
withholding and reporting requirements imposed by any federal, state, local or
foreign taxing authority and all distributions hereunder shall be subject to any
such withholding and reporting requirements. The Reorganized Company is hereby
authorized to request an expedited determination under section 505(b) of the
Bankruptcy Code of the tax liability of the Debtor for all taxable periods
ending after the Petition Date through, and including, the Effective Date.

      12.14 Schedules. All exhibits and schedules to the Plan and the Plan
Documents are incorporated and are a part of the Plan as if set forth in full
herein.

      12.15 Section 1145 Exemption. The offer, issuance, transfer or exchange of
any security under the Plan (including, the New Senior Secured Notes, the Junior
Secured Notes, New Common Stock and other instruments) or the making or delivery
of an offering memorandum or other instrument of offer or transfer under this
Plan, shall be exempt from Section 5 of the Securities Act or any similar state
or local law requiring the registration for offer or sale of a security or
registration or licensing of an issuer or a security as and to the maximum
extent provided in section 1145(a) of the Bankruptcy Code.

      This Modified Second Amended Plan of Reorganization has been respectfully
submitted on this 9th day of November, 2001 by the Debtor corporation.

                                        eNUCLEUS, INC.


                                        By:_____________________________________
                                              John C. Paulsen
                                              President


______________________________

ATTORNEYS FOR DEBTOR:

James A. Chatz
Jerold N. Siegan
Barry A. Chatz
Miriam R. Stein
ARNSTEIN & LEHR
120 South Riverside Plaza, Suite 1200
Chicago, IL 60606
Phone: (312) 876-7100
Fax: (312) 876-0288
<PAGE>
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

IN RE:                                  )         CHAPTER 11
                                        )
eNUCLEUS, INC.,                         )         CASE NO. 01 B 17108
                                        )
                         DEBTOR.        )         ROBERT E. GINSBERG

ORDER CONFIRMING DEBTOR'S MODIFIED SECOND AMENDED PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

      The Debtor and Debtor in Possession, eNucleus, Inc. (the "Debtor") having
filed on July 25, 2001, the First Amended Plan of Reorganization for eNucleus,
Inc. under Chapter 11 of the Bankruptcy Code (the "Plan")(1) and the Modified
First Amended Disclosure Statement for the Plan of Reorganization for eNucleus,
Inc. (the "Disclosure Statement"); the Court having approved the adequacy of
information in the Disclosure Statement, as modified, on August 15, 2001; the
Debtor having distributed the Plan and the Disclosure Statement to all holders
of impaired claims (the "Impaired Claims") against the Debtor, together with a
solicitation of votes to accept or reject the Plan beginning on or about
September 7, 2001; the Debtor having filed a Second Amended Plan on November 2,
2001; On November 6, 2001, the Court having entered an Order authorizing the
Debtor to make non-material modifications to the Plan as set forth in the
Modified Second Amended Plan (hereinafter termed the "Plan") without further
solicitation of votes on the Plan; this Court having reviewed the Plan and the
Disclosure Statement; this Court having heard the statement of counsel in
support of confirmation at the Confirmation Hearing; the objections to
confirmation which were filed prior to the Objection Deadlines have been either
withdrawn or overruled by the Court; this Court having considered all evidence
admitted by affidavits or otherwise at the Confirmation Hearing; this Court
having taken judicial notice of the papers and pleadings on filed in the
above-captioned chapter 11 case; and it appearing to this Court that (a) notice
of the Confirmation Hearing and the opportunity of any party in interest to
object to confirmation were adequate and appropriate as to all parties to be
affected by the Plan and the transactions contemplated thereby and (b) the legal
and factual bases presented at the Confirmation Hearing establish just cause for
the relief granted herein; and

      It having been determined after hearing on notice that the requirements
set forth in 11 U.S.C. Section 1129(a) for confirmation of the Plan have been
satisfied and having considered the affidavit of John C. Paulsen in support
thereof;

IT IS HEREBY ORDERED THAT:

      1. The Debtor's Modified Second Amended Plan of Reorganization dated
November 8, 2001, a copy of which is attached hereto and incorporated herein by
reference, is confirmed.

      2. The Debtor is required to pay United States Trustee's quarterly fees
until such time as the case is closed.

      3. An Administrative Bar Date for each Person or governmental unit, as
defined in section 101(27) of the Bankruptcy Code, that asserts an
Administrative Claim against the Debtor shall file a request for payment of such
administrative expense on or before the 60th day following the entry of this
Order (the Administrative Claims Bar Date"). The following persons or entities
are not required to file Administrative Expense Claims by the Administrative
Claims Bar Date; (a) any person or entity which has already filed an
Administrative Claim against the Debtor; (b) holders of Administrative Claims
previously allowed by order (s) of this Court; (c) any person seeking an
allowance or final compensation or reimbursement of expenses for professional
services rendered to the Debtor or in related to this case pursuant to sections
327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code; (d) any
administrative expenses which arise and are due and payable in the ordinary
course of the Debtor's business, except with respect to those expenses which

----------
(1) Unless otherwise specified, capitalized terms and phrases used herein have
the meanings assigned to them in the Plan. In accordance with section III B. of
this Confirmation Order, if there is any direct conflict between the terms of
the Plan and the terms of this Confirmation Order, the Terms of this
Confirmation Order shall control.
<PAGE>
remain outstanding and unpaid by the Debtor beyond ordinary business terms or
prior course of business dealings; and (e) payments owed to employees of the
Debtor on account of unpaid compensation, expenses or other benefits incurred
after the Petition Date.

      4. With respect to the treatment afforded to the Georgia Department of
Revenue pursuant to Section 3.2.4, the treatment shall be as follows:

            a. Notwithstanding anything contained herein or in the Plan, the
            Georgia Department of Revenue has an allowed unsecured priority
            claim in the total amount of $30,044.88 and an unsecured general
            claim in the amount of $9,238.88. The Debtor shall pay the Georgia
            Department of Revenue's unsecured priority claim in full together
            with interest of six and one-half percent (6.5%) per annum. Upon
            confirmation of the Plan, the Debtor shall make equal monthly
            payments in the amount of $505.05 commencing on the distribution
            date (as defined in Article VI of the Plan), and continuing
            thereafter and due on the fifteenth (15th) day of each month which
            shall begin on the first full calendar month after the distribution
            date and continue thereafter until paid in full. All payments to the
            Georgia Department of Revenue by the Debtor shall be sent to:
            Georgia Department of Revenue, Bankruptcy Section, Attention: Eunice
            Nicholson, Post Office Box 38143, Atlanta, Georgia 30334.

                  b. Notwithstanding anything contained herein or in the Plan,
            the Debtor's failure to make a payment to the Georgia Department of
            Revenue by the 25th day of any month constitutes a default. If the
            Debtor fails to cure such default, after five (5) business days
            after written notice thereof, then the Georgia Department of Revenue
            may proceed with either or all of the following remedies: (a)
            enforce the entire amount of its claim under Georgia law; (b)
            exercise any and all of its rights and remedies under Georgia law;
            (c) seek such relief as may be appropriate in the Court.

                  c. Notwithstanding anything contained herein or in the Plan,
            the confirmation of the Debtor's Bankruptcy Case shall not discharge
            the Debtor from any priority tax debts which are excepted from
            discharge under 11 U.S.C. Section 523.

      5. All final fee applications must be filed on or before January 17, 2002.

      6. A post-confirmation hearing is scheduled to be heard on January 24,
2002 at 10:00 a.m.

      7. Notwithstanding the applicability of Bankruptcy Rule 3020(e), the terms
and conditions of this Confirmation Order shall be immediately effective and
enforceable upon its entry and no stay shall apply.

      8. The debtor shall serve notice of the entry of this order as provided by
Fed.R.Bank.P. 2002(f)(7) within five (5) business days of the entry of this
order and file proof of service thereof with the clerk promptly thereafter.

            IT IS SO ORDERED.

Chicago, Illinois

Date:_______________________, 2001


                                        ________________________________________
                                                         Judge