MARTIN J. BRILL (Calif. Bar No. 53220) mjb@lnbrb.com

DAVID B. GOLUBCHIK (Calif. Bar No. 185520) dbg@lnbrb.com

**LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P.**

10250 Constellation Blvd., Suite 1700

Los Angeles, California 90067

Telephone: (310) 229-1234

Facsimile: (310) 229-1244

 

BRUCE T. BEESLEY (NV Bar No. 1164) bbeesley@lrlaw.com

**LEWIS & ROCA LLP**

Bank of America Plaza

50 West Liberty Street, Suite 410

Reno, Nevada 89501

Telephone: (775) 823-2900

 

*Co-Counsel for Debtors and Debtors-in-Possession*

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA

 

** **

**ORDER CONFIRMING 360 VIANSA, LLC’SSECOND AMENDED**

**PLAN OF REORGANIZATION**

 

A hearing was held on December6, 2007, at 10:00 a.m. (the “Confirmation Hearing”), to consider confirmation of the Second Amended Plan of Reorganization(the “Plan”) proposed by 360 Viansa, LLC (“Debtor”), one of the debtors and debtors in possession in theabove-referenced jointly administered Chapter 11 bankruptcy cases. Appearances were as set forth on the Court’s record.

The Court, having considered theDisclosure Statement and Plan, Memorandum of Points and Authorities in Support of Confirmation of the Plan (the “ConfirmationMemo”), Declarations of David Herman and David B. Golubchik in Support of the Plan, Objections (“Objections”)to the Plan filed by the Official Committee of Unsecured Creditors (“Committee”), GECC and the State of Nevada, theDebtor’s Reply to the Objections, Laurus’ Reply to the Objections, the Committee’s Supplement to it Objection,Debtor’s Status Report Re: Plan confirmation, proper notice of Plan confirmation and the hearing on Plan confirmation havingbeen provided, the entire record in this bankruptcy case, the statements and representation of counsel at the hearing on Plan confirmation,and good cause appearing therefor,

**IT IS HEREBY ORDERED AS FOLLOWS:**

1.	The Court grants final approval tothe Disclosure Statement pursuant to 11 U.S.C. § 1125.

2.	All objections to the Plan whichhave not been withdrawn are hereby overruled.

3.	ThePlan, as modified pursuant to the Confirmation Memo and agreement of the parties at the hearing, and as reflected in the Findingsof Fact and Conclusions of Law in support of order confirming 360 Viansa, LLC's Second Amended Plan of Reorganization and herebyadopted by this Court, is hereby confirmed pursuant to Sections 1129(a) and 1129(b) of the Bankruptcy Code.

4.	All terms which are used herein andare not defined in this Order (the “Confirmation Order”) shall have the definitions assigned to such terms in the Plan.

5.	Notwithstanding anything to the contraryunder Section 1141 of the Bankruptcy Code, upon the Effective Date of the Plan:

	a.	the provisions of the Plan and this ConfirmationOrder shall be binding on the Debtor, any entity issuing securities under the Plan, any entity acquiring property under the Plan,and any creditor or equity security holder of the Debtor, whether or not the claim or interest of such creditor or equity securityholder is impaired under the Plan and whether or not such creditor or equity security holder has accepted the Plan;

	b.	all property of the estate shall vest inthe Reorganized Debtor;

	c.	except as expressly set forth in the Plan,property dealt with by the Plan shall be free and clear of all claims and interests of creditors and equity security holders ofthe Debtor;

	d.	the Debtor and the Reorganized Debtor shallbe discharged from any debt that arose before the confirmation of the Plan and any debt specified under Section 502(g), 502(h),or 502(i) of the Bankruptcy Code; and

	e.	the Reorganized Debtor shall make all paymentsrequired to be made on the Effective Date of the Plan.

6.	Laurus Master Fund Ltd. or its designee/nominee(“Laurus”) is the successful bidder as defined in the Plan. As of the Closing Date (December 31, 2007), all existingequity securities of the Debtor shall be cancelled and extinguished, and, in consideration of the funding provided under the Plan,Laurus shall receive on the Effective Date 100% of the equity securities in the Reorganized Debtor free and clear of all liensand claims (except as specifically provided in this Confirmation Order).

7.	The following are the Assumed Liabilitiespursuant to the Plan:

a.	Allowed Priority Tax Claims;

b.	Obligations under the Contracts Assumedby Reorganized Debtor, as set forth on exhibit “A” hereto.

c.	Allowed Administrative Claims, consistingof administrative claims which are (1) allowed by order of the Bankruptcy Court ; (2) the subject of a filed Administrative Proofof Claim filed prior to the Administrative Claims Bar Date, which is January 30, 2008, and to which no timely objection is filed,or as to which any objection is overruled by final order of the Bankruptcy Court; and (c) payments to professionals approved byfinal order of the Bankruptcy Court, in an aggregate amount not to exceed the Carve-Out (as defined in the Final Stipulated Order(I) Authorizing Use of Cash Collateral; (II) Providing Adequate Protection Under 11 U.S.C. §§ 361 and 363; and (III)Granting Related Relief entered by the Bankruptcy Court on June 7, 2007 as Docket No. 357 and as modified by the Modified StipulatedOrder (I) Authorizing Use of Cash Collateral; (II) Providing Adequate Protection Under 11 U.S.C. §§ 361 and 363; and(III) Granting Related Relief entered by the Bankruptcy Court on November 30, 2007 as Docket No. 625) plus the Carneros Escrow.On the Effective Date, Laurus shall cause the balance remaining in the Carve-Out to be funded and transferred, along with the CarnerosEscrow, to Debtor’s counsel for distribution to such professionals.

(d) Payments to Class 11 and Class 12 underthe Plan, in the aggregate amount of $300,000.

8.	If any person or entity that hasfiled financing statements, mortgages, mechanic’s liens, lis pendens, or other documents or agreements evidencing Interestsin the Plan Assets shall not have delivered to Debtor prior to the Closing, in proper form for filing and executed by the appropriateparties, termination statements,

 instruments of satisfaction, releases of all Interests which the Person or entity has with respectthe Plan Assets or otherwise, then (a) Reorganized Viansa is authorized and directed to execute and file such statements, instruments,releases and other documents on behalf of the person or entity with respect to the Plan Assets and (b) Laurus is authorized tofile, register, or otherwise record a certified copy of this Confirmation Order, which, once filed, registered or otherwise recorded,shall constitute conclusive evidence of the release of all Interests in the Plan Assets of any kind or nature whatsoever.

9.	The consideration provided by Laurusfor the Plan Assets under the Asset Purchase Agreement is, and shall be deemed, to constitute reasonably equivalent value and fairconsideration under the Bankruptcy Code and under the laws of the United States, any State (including Nevada), territory, possession,or the District of Columbia.

10.	This Confirmation Order (a) shallbe effective as a determination that, on the Closing, all Interests of any kind or nature whatsoever existing as to the Plan Assets(other than any Assumed Liabilities) prior to the Closing have been unconditionally released, discharged and terminated and thatthe conveyances described herein have been effected, and (b) shall be binding upon and shall govern the acts of all entities includingwithout limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds,registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials,and all other persons and entities who may be required by operation of law, the duties of their office, or contract, to accept,file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any titleor state of title in or to any of the Plan Assets.

11.	This Confirmation Order shall directeach and every federal, state, and local governmental agency or department to accept any and all documents and instruments necessaryand appropriate to consummate the transactions contemplated by the Plan.

12.	All entities who are presently,or on the Closing may be, in possession of any or all of the Plan Assets are directed to surrender possession of the Plan Assetsto Reorganized Debtor on the Closing.

13.	Any Claims for damages arising fromthe rejection of any executory contracts and unexpired leases must be filed and served no later than the Administrative ClaimsBar Date.

14.	The Master Lease Agreement datedAugust 26, 1999 entered into between General Electric Capital Corporation ("GECC") and Viansa Winery, a California limitedpartnership ("Viansa Winery") and the schedules executed thereunder is assumed by the Reorganized Debtor. The MasterLease Agreement dated August 22, 2000 and the schedules executed thereunder entered into between GECC, as successor-in-interestto Mellon US Leasing and Viansa Winery is also assumed by the Reorganized Debtor. The cure payment to be delivered to GECCpursuant to the Settlement and Release Agreement is $700,000. Upon delivery of such payment and the execution of the Settlementand Release Agreement, all equipment subject to said leases, including all property identified in the lease schedules attachedto the Declaration of Dale Shores filed on November 28, 2007, as Docket No. 601, shall be fully and solely vested in ReorganizedDebtor, free and clear of all adverse claims and interests.

15.	This Court retains jurisdictionas set forth in Article XII of the Plan, including the jurisdiction to enforce and implement the terms and provisions of this Planand this Confirmation Order, all amendments thereto, any waivers and consents thereunder, in all respects, including, but not limitedto, retaining jurisdiction to: (a) compel delivery of the Plan Assets to Laurus pursuant to the terms of this Plan; and (b) toprotect Laurus against any Claims or Interests which may be asserted by creditors of Debtors or with respect to the Plan Assets.

16.	Under no circumstances shall Laurusbe deemed a successor of or to Debtor or otherwise be responsible for any claims or interests against or in Debtor or the PlanAssets of any kind or nature whatsoever. The sale, transfer, assignment and delivery of the Plan Assets shall not be subject toany Claims or Interests (other than Assumed Liabilities), and all Claims or Interests of any kind or nature whatsoever shall receiveonly the distribution set forth in the Plan. All Persons holding Interests against or in Debtor or the Plan Assets of any kindor nature whatsoever (including but not limited to, Debtors and/or their respective successors, including any trustees thereof_,Creditors, lenders to any of Debtor, members, managers, directors, former members, borrowers, employees, unions, former employees,administrative agencies, governmental units, secretaries of state, federal, state and local officials (including those maintainingany authority relating to any environmental, health and safety laws), and their respective successors or assigns, other than theAssumed Liabilities, shall be, and are, forever barred, estopped, and permanently enjoined from asserting, prosecuting, or otherwisepursuing such Claims or Interests of any kind or nature whatsoever against Laurus, Reorganized Debtor; its property, its successorsand assigns, or the Plan Assets, as an alleged successor or otherwise, with respect to any Interest of any kind or nature whatsoeversuch person or entity had, has, or may have against or in Debtor, its estates, officers, managers, members, directors, or the PlanAssets. Following the Closing, no holder of any Claim or Interest in Debtor shall interfere with Laurus’ title to or useand enjoyment of the Plan Assets based on or related to such Interest, or any actions that Debtor may take in its Chapter 11 Case.

17.	The transactions contemplated bythe Asset Purchase Agreement are undertaken by Laurus in good faith, as that term is used in section 363(m) of the Bankruptcy Code,and accordingly, the reversal or

 modification on appeal of the authorization provided herein to consummate the transfer of thePlan Assets shall not affect the validity of the transfer of the Plan Assets or any rights or protections accorded Laurus underthis Plan or this Confirmation Order unless such authorization is duly stayed pending such appeal. Laurus is a purchaser in goodfaith of the Plan Assets, and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code.

18.	The transfer of the Plan Assetsto Laurus pursuant to the Plan is a transfer pursuant to section 1146(c) of the Bankruptcy Code, and accordingly, the transferof the Plan Assets (including without limitation both real and personal property) to Laurus does not and will not subject Debtor,Reorganized Debtor or Laurus, their affiliates or designees to any liability for any law imposing a mortgage or recording tax,transfer tax, stamp tax, sales tax, use or similar tax or any so-called “bulk-sale”, to the fullest extent permittedby Section 1146(c) of the Bankruptcy Code. Each and every federal, state and local government agency or department is directedto accept any and all documents and instruments necessary and appropriate to consummate the transfer of any of the Plan Assets,all without imposition or payment of any stamp tax, transfer tax, or similar tax.

19.	Debtor shall promptly make all filings,take all actions, and use commercially reasonable efforts to obtain any and all other approvals and orders necessary or appropriatefor consummation of the transfer of the Plan Assets consistent with the terms herein. In the event that an appeal is taken, ora stay pending appeal is requested, from any order relating to the Plan or to the Plan Assets, generally, Debtor shall promptlynotify

 Laurus of such appeal or stay request and, upon the request of Laurus, shall provide to Laurus within two (2) business daysafter Debtor’s receipt thereof, a copy of the related notice of appeal or order of stay. Debtor shall also provide Lauruswith reasonable prior written notice of any motion, application, brief or other pleading to be filed in connection with any appealrelating to the transactions contemplated hereunder.

 	20.	The Debtor is hereby authorized to take allsteps necessary to implement and consummate the provisions of the Plan.

	21.	From and after the Effective Date, Laurus shallhave complete authority to act on behalf of Reorganized Viansa, including, but not limited to, the power to execute documents,distribute equity interests, direct the disposition of assets (including designation of signatories on all bank or other accounts),control, assert or settle claims belonging to Reorganized Viansa, and take any and all acts authorized by Nevada Revised Statutes§86.281.

	21.	Post-Confirmation Status Reports shall be filedby the Trust.

	22.	Pursuant to §1.66 of the Plan, any party wishingto receive post-confirmation notices in this Case shall be required to file a request for post-effective date notice. Such parties,along with Viansa, Laurus, and Gryphon, are the only parties to whom post-confirmation filings need be served.

	23.	Once the Debtor’s estate has been fully administeredin accordance with Rule 3022 of the Federal Rules of Bankruptcy Procedure, the Trust shall file a motion to obtain a final decreeclosing the Case. The Trust shall be solely responsible for the timely payment of all fees incurred pursuant to 28 U.S.C. Section1930(a)(6) until the entry of a final decree closing this Case.

	24.	Any conflict between the terms of this Order andthe Plan shall be resolved in favor of this Order.

	25.	This Order shall be effective upon entry and theten day stay provided for under Rule 3020(e) of the Federal Rules of Bankruptcy Procedure shall not be applicable.

Dated: December 17, 2007

Submitted By:

LEVENE, NEALE, BENDER, RANKIN & BRILL, L.L.P.

And

LEWIS & ROCA LLP

 

By: *___/s/ David B. Golubchik*_________________

David B. Golubchik, Esq.

10250 Constellation Blvd., Suite1700

Los Angeles, CA 90067

Attorneys for Debtors-in-Possession

 

**APPROVED:**

SHEA & CARLYON, LTD.

 

 

By:  	_____________________

	Candace Carlyon, Esq.	

701 Bridger Avenue, Suite 850

Las Vegas, Nevada 89101

Attorneys for Laurus Master Fund, Ltd.and

Croesus Corporation, Inc.

 

**APPROVED:**

WEIL, GOTSHAL & MANGES LLP

And

LIONEL SAWYER & COLLINS

 

 

By: ___*/S/ Jennifer A. Smith_*_______________________

Jennifer A. Smith, Esq.

50 W. Liberty Street, Suite 100

Reno, NV 89501

Attorneys for Gryphon Master Fund, LP

 

**APPROVED:**

WINSTON & STRAWN LLP

 

 

By: __*_/S/ Sylvia Harrison*_______________________

David Honig, Esq.

CA BAR NO. 160721

101 California Street, Suite 3900

San Francisco, CA 94111

 

and

 

McDONALD CARANO WILSON LLP

SYLVIA HARRISON, ESQ.

100 West Liberty Street, 10th Floor

P.O. BOX 2670

Reno, NV 89505-2670

Attorneys for Official Committee of UnsecuredCreditors

 

**APPROVED:**

STEIN & LUBIN LLP

And

CECILIA L. ROSENAUER, LTD.

 

By: ___*/S/ Dennis D. Miller*_____________________

Dennis D. Miller, Esq.

CA BAR NO. 138669

600 Montgomery Street, 14th Floor

San Francisco, CA 94111

 

and

 

CECILIA L. ROSENAUER, LTD.

Cecilia L. Rosenauer, Esq.

510 W. Plumb Lane, Suite A

Reno, Nevada 89509

Attorneys for General Electric CapitalCorp.

 

**APPROVED:**

CATHERINE CORTEZ MASTO, Attorney General

 

By: __*/S/ Dennis L. Belcourt*_________________________

Dennis L. Belcourt, Esq.,

Deputy Attorney General

100 N. Carson St.

Carson City, Nevada 89701

Attorney for the Nevada Department ofTaxation

 

**APPROVED:**

OFFICE OF THE UNITED STATES TRUSTEE

 

By: *__/S/ Bill Cossitt*_*_*____________________________

Bill Cossitt, Esq.

** **

**Exhibit “A” to ConfirmationOrder**

 

The following prepetition contracts, with the following cureamounts, are assumed by Reorganized Viansa:

 

1.              Ceja Vineyards (grower contract; no cure amount)

2.              Dell Financial Services (computer server; no cure amount)

3.              Diana M. Burnett Family Trust (grower contract; no cure amount)

4.              Dirt Farmer & Company (grower contract; no cure amount)

5.              Dirt Farmer & Company (farming contract, cure amount approximately $35,000)

6.              Emery Ranch (grower contract; no cure amount)

7.              General Motors Acceptance Corporation (3 vehicles in Debtor’s possession; no cure amount)

8.              Nagglar Vineyards (grower contract; no cure amount)

9.              S.T. Burnett Vineyard Co. (grower contract; no cure amount)

10.           Santo Giordano Vineyards (grower contract; no cure amount)

11.           Serres Ranch (grower contract; no cure amount)

12.           Wells Fargo Financial Leasing, Inc. (copier lease; no cure amount)

13.           Master Lease Agreement dated August 26, 1999 entered into between General Electric CapitalCorporation ("GECC") and Viansa Winery, a California limited partnership ("Viansa Winery") and the schedulesexecuted thereunder (the “GECC Lease”). Upon payment of the cure amount, all obligations of Lessee under the GECC Leaseshall be fully satisfied and discharged, and all property subject to the GECC Lease shall be owned by Reorganized Viansa, freeand clear of any liens or claims arising from or under the GECC Lease.

14.           Master Lease Agreement dated August 22, 2000 and the schedules executed thereunder enteredinto between GECC, as successor-in-interest to Mellon US Leasing and Viansa Winery (the “Mellon Lease”). Upon paymentof the cure amount, all obligations of Lessee under the Mellon Lease shall be fully satisfied and discharged, and all propertysubject to the Mellon Lease shall be owned by Reorganized Viansa, free and clear of any liens or claims arising from or under theMellon Lease

 

The following post-petition contracts (which, as applicable,modify and replace the corresponding prepetition-contract) are assumed by Reorganized Viansa:

 

15.           EOS Bottling Contract

16.           May 15, 2007 grower contracts with Stan Burnett; Burnett Vineyards

17.           May 15, 2007 grower contracts with John Serres dba Serres Ranch and Vineyards

18.           Contract with New Vine Logistics

19.           Lieberman Productions Contract (fully performed)

20.           Dress Barn Agreement (fully performed)

21.           Haggin Marketing Photo Shoot Agreement (fully performed)

22.           Michael Thomas Agreement for Engineering Services (current amount due approximately $1,700

23.           Sublease agreement with M. McNeil re space at Carneros Storage

 

ALL OTHER CONTRACTS, WHETHER VERBAL OR WRITTEN, AND WHETHERENTERED INTO PRE- OR POST-PETITION, ARE EXPRESSLY NOT ASSUMED AND SHALL NOT BE THE RESPONSIBILITY OF REORGANIZED VIANSA. WITHOUTLIMITING THE FOREGOING, THE FOLLOWING PURPORTED CONTRACTS ARE EXPRESSLY REJECTED:

 

a.               Termination Agreement-Scott Arnold

b.              Grower Contracts with Dirt Farmer & Co, Keith Kunde, Pres. (new contracts to be negotiatedwith Reorganized Viansa)

c.               Ira Frazer Employment Agreement

d.              Laura Johnson Employment Agreement

e.               Norman Hesch Agreement

f.               Colleen Kelly Independent Contractor Agreement

g.              Weston Quasha Agreement

h.              Paul Neel/Igo Service Agreement

i.                Ray Silverio Agreement

j.                Anthony Sala Agreement

k.              Innovatix/Rishi Travel Agency Agreement

l.                Tim McCandless Independent Contractor Agreement

m.            Wetlands Photographer Agreement

n.              Jennifer Green Haigh Employment Agreement

o.              Masha Olson Employment Agreement

p.              Harlan Bulk Sales Agreement

q.              Bachen Gillam Agreement re Architectural Services

r.               Mick Richards/Virtual Films Agreement for Photography Services

s.               Josh Santomieri IT Consulting Services Agreement

t.                Watley Group unexecuted agreement

u.              Dell Financial Services, LP leases commencing 6/2/04; 6/17/04; 2/28/05 (disguised securityagreements). 

 

MARTIN J. BRILL (Calif. Bar No. 53220) mjb@lnbrb.com

DAVID B. GOLUBCHIK (Calif. Bar No. 185520) dbg@lnbrb.com

**LEVENE, NEALE, BENDER, RANKIN & BRILL L.L.P.**

10250 Constellation Blvd., Suite 1700

Los Angeles, California 90067

Telephone: (310) 229-1234

Facsimile: (310) 229-1244

 

*Reorganization Counsel for Debtors and Debtors-in-Possession*

 

Bruce T. Beesley (NV Bar No. 1164) bbeesley@lrlaw.com

Brett Axelrod (NV Bar No. 5859) baxelrod@lrlaw.com

**LEWIS AND ROCA LLP**

Bank of America Plaza

50 West Liberty Street, Suite 410

Reno, Nevada 89501

Telephone: (775) 823-2900

 

*Co-Counsel for Debtors and Debtors-in-Possession*

 

**UNITED STATES BANKRUPTCY COURT**

**DISTRICT OF NEVADA**

 

360VIANSA, LLC’S SECOND AMENDED DISCLOSURE STATEMENT AND PLAN OF REORGANIZATION

I.                         INTRODUCTION

1.              	360 Viansa, LLC, a Nevada limited liability company (“Viansa”), along with its parent company, 360 GlobalWine Company, Inc., a Nevada corporation (“Global”), are the debtors and debtors in possession (collectively, the “Debtors”)in the above-captioned jointly-administered Chapter 11 bankruptcy cases (the “Cases”). On March 7, 2007 (“PetitionDate”), the Debtors commenced the Cases by filing voluntary Chapter 11 petitions under the United States Bankruptcy Code(“Bankruptcy Code”), 11 U.S.C. § 101 et seq.

2.              	A Chapter 11 allows the debtor, its creditors and other parties in interest to propose a plan of reorganization. A planof reorganization may provide for a debtor to reorganize by continuing to operate, to liquidate by selling assets of the estate,or a combination of both. This Plan of Reorganization (the “Plan”), which is proposed solely by Viansa and not Global,is a “new value” reorganization plan. This Plan proposes to sell up to 100% of the equity in the Reorganized Viansato the highest bidder free and clear of all liens, interests and encumbrances, to fund and implement this Plan. The sale of upto 100% of the equity in the Reorganized Viansa will be conducted through an orderly sale process, including the right of securedcreditors to submit credit bids, to be conducted at the Confirmation Hearing1.

All holders of Claims are encouragedto read this Plan and Disclosure Statement in its entirety before voting to accept or reject the Plan. No materials, other thanthis Plan and Disclosure Statement and the Exhibits and Schedules attached hereto and referenced herein, have been approved bythe United States Bankruptcy Court for the District of Nevada for use in soliciting acceptances or rejections of this Plan.

**II.             DEFINITIONS, RULES OF CONSTRUCTION, AND EXHIBITS**

**A.****              Definitions.**

For the purposes of this Plan, exceptas expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meaningsascribed to them in this Article II. Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Codeor the Bankruptcy Rules, shall have the meaning ascribed to such term in the Bankruptcy Code or the Bankruptcy Rules, in that orderof priority. Throughout this Plan, the use of the masculine, feminine, neuter, plural, or singular shall be understood to includeeach of the others as the context may reasonably dictate. As used in this Plan, the following definitions shall apply:

1.1            **Administrative Claim**. A Claim for costs and expenses of administration allowedunder Section 503(b) of the Bankruptcy Code and referred to in Section 507(a)(2) of the Bankruptcy Code, including, without limitation:(a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estate and operating the businessof Viansa (such as wages, salaries or commissions for services); (b) compensation for legal, financial advisory, accounting andother services and reimbursement of expenses awarded or allowed under Sections 330(a) or 331 of the Bankruptcy Code; and (c) allfees and charges assessed against the estate under 28 U.S.C. § 1930.

1.2            **Administrative Claim Bar Date.	**The date which is thirty (30) days after theEffective Date.

1.3            **Allowed Administrative Claim.** An Administrative Claim which is an Allowed Claim.

1.4            **Allowed Claim.** A Claim against Viansa as to which no objection has been filed,or if filed, has either been overruled or otherwise resolved by the allowance of such Claim by the Bankruptcy Court, if the Claimwas: (1) scheduled in the list of creditors prepared and filed with the Bankruptcy Court by Viansa and not listed as disputed,contingent or unliquidated as to amount; or (2) the subject of a timely filed proof of claim; or (3) which has been allowed byorder of the Bankruptcy Court..

1.5            **Allowed Priority Claim**. A Priority Claim which is an Allowed Claim.

1.6            **Allowed Priority Tax Claim**. A Priority Tax Claim which is an Allowed Claim.

1.7            **Allowed Professional Fees**. The amount of fees and costs incurred by professionalsengaged by Viansa or the Committee in connection with the Viansa Case which are (1) timely requested by application filed on orprior to the Administrative Claims Bar Date; and (2) which are allowed by order of the Bankruptcy Court.

1.8            **Allowed Secured Claim**. A Secured Claim which is an Allowed Claim.

1.9            **Allowed General Unsecured Claim**. A General Unsecured Claim which is an AllowedClaim.

1.10         **Asset Purchase Agreement**. That certain Asset Purchase Agreement dated June 21,2005, executed among Viansa and Viansa Winery, a California Limited Partnership, La Fantana di Viansa LLC, a California LimitedLiability Company, and Jonathan Sebastiani.

1.11         **Assets**.	 All the property, interests (including equity interests) and effects,whether real or personal, tangible or intangible (including, without limitation, all business, privilege, liquor, and other licensesand permits of any nature whatsoever), and also including, without limitation, all contractual, legal, and equitable rights whereverand however situated, in which Viansa has any interest, ownership, claim or right. Assets shall include all Property of the Estateas defined by § 541 of the Bankruptcy Code.

1.12         **Assigned Litigation**. All claims and causes of action which may be brought by,or on behalf of, Viansa against (a) Viansa’s former management, Insiders, and Affiliates, and (b) any third parties pursuantto §§ 510, 542, 543, 544, 545, 547, 548, 549, 550, and 553(b) of the Bankruptcy Code (excluding Gryphon and Laurus),provided that the pursuit of such actions shall not adversely affect the continuing operation of Reorganized Viansa, and exceptingall claims and causes of action based upon, arising out of, or related to the Asset Purchase Agreement, subject to the provisionsof Section X(A) below.

1.13         **Ballot**. The form of ballot or ballots that will be distributed with the DisclosureStatement to holders of Claims and Equity Security Interests entitled to vote under this Plan in connection with the solicitationof acceptances of this Plan.

1.14         **Bankruptcy Code**. Title 11 of The United States Code, as now in effect or hereafteramended. All citations in this Plan and Disclosure Statement to section numbers are to the Bankruptcy Code unless otherwise expresslyindicated.

1.15         **Bankruptcy Court**. The United States Bankruptcy Court for the District of Nevada,or such successor court or tribunal as may hereafter be confirmed or created by lawful authority with power to confirm reorganizationplans under Chapter 11, Title 11 of the United States Code, and all other applicable statutes, rules and regulations governingthe Cases.

1.16         **Bar Date.** July 16, 2007 for non-governmental creditors and October 15, 2007for governmental units.

1.17         **Business Day**.	 Any day, other than a Saturday, Sunday or legal holiday asdefined in Bankruptcy Rule 9006(a).

1.18         **Carneros**. Carneros Warehousing, the owner of real property identified as 21481Eighth Street, Sonoma, California, which includes Space 30 currently occupied by Viansa.

1.19         **Carneros Escrow**. The funds held to secure payment to Carneros as reflected in¶ 4 of the DIP Order.

1.20         **Carneros Escrow Balance**. Any balance of the Carneros Escrow not required forpayments to Carneros under the terms of the Carneros Settlement.

1.21         **Carneros Settlement.**The terms of the settlement approved by the BankruptcyCourt by orders entered on April 28, 2007 (Docket No. 205) and entered on June 18, 2007 (Docket No. 389), which settlement providesfor Viansa to vacate on December 31, 2007 the premises of Carneros known as Space 30 at 21481 Eighth Street, Sonoma, California.

1.22         **Carve-Out**. The payment of Allowed Professional Fees of the Debtors’ professionalsin an amount not to exceed $1.25 million for the Cases; plus the payment of the Allowed Professional Fees of the Committee’sprofessionals for the Cases in an amount not to exceed the sum of $250,000 plus any balance of the Carneros Escrow not requiredfor payments to Carneros under the terms of the Carneros Settlement.

1.23         **Cases**. These jointly-administered Chapter 11 bankruptcy cases, designated casenos. 07-50205-GWZ and 07-50206-GWZ, respectively.

1.24         **Cash**. Currency, checks, negotiable instruments and wire transfers of immediatelyavailable funds.

1.25         **Cash Collateral Orders**.	The Gryphon Cash Collateral Order and the LaurusCash Collateral Order.

1.26         **Claim**.	 Any right to payment, whether or not such right is reduced to judgment,liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured;or, a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not suchright is an equitable remedy or is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,undisputed, secured or unsecured, against Viansa.

1.27         **Claimant**. A person or entity asserting a Claim.

1.28         **Claims Objection Deadline.**Sixty (60) days following the Effective Date, whichdate may be extended by the Bankruptcy Court upon motion of any party in interest for cause.

1.29         **Class**.	 A category of Claims which are substantially similar to each otherand into which Allowed Claims are grouped and classified pursuant to the Plan, unless a member of the Class has agreed to a subordinatedtreatment. The Classes provided for in the Plan are summarized in Article VII(C) of this Plan:

1.30         **Committee**. The Official Committee of Unsecured Creditors appointed in theseCases on April 27, 2007, as reflected in Docket No. 187 in the Cases.

1.31         **Confirmation**. The entry of the Confirmation Order on the docket of the BankruptcyCourt.

1.32         **Confirmation Date**. The date upon which the Bankruptcy Court enters the ConfirmationOrder.

1.33         **Confirmation Hearing.** The hearing or hearings held by the Bankruptcy Court toconsider and rule upon the request for approval of the Plan.

1.34         **Confirmation Order**. The order entered by the Bankruptcy Court confirming thePlan.

1.35         **Creditor**. A person or entity holding a Claim; a Claimant.

1.36         **Croesus**. Croesus Corporation, a Delaware corporation.

1.37         **Croesus Secured Claim**. The secured claim held by Croesus arising out of theDIP Loan. 

1.38         **Cure Amounts**. The amounts necessary to cure any defaults which Viansa contendsexist under the executory contracts and unexpired leases that Viansa intends to assume, which defaults are to be cured on the EffectiveDate in connection with such assumption.

1.39         **Debtors**. Global and Viansa or, where the context so requires, either of them.

1.40         **DIP Loan**. The post-petition financing extended by Croesus to the Debtors andapproved by the Bankruptcy Court by the DIP Order. 

1.41         **DIP Order.** The Final Order Authorizing Post-Petition Financing on a Securedand Super Priority Basis entered by the Bankruptcy Court on June 7, 2007, as Docket No. 358 in the Cases.

1.42         **Disclosure Statement**. This Disclosure Statement prepared by Viansa as requiredby § 1125 of the Bankruptcy Code.

1.43         **Disputed Claim**. A Claim as to which an objection has been timely filed withthe Bankruptcy Court, and which objection has not been withdrawn on or before any date fixed for filing such objections by thisPlan or by order of the Bankruptcy Court and has not been overruled or denied by a final order.

1.44         **Distribution**. Any distribution by either Viansa or Reorganized Viansa, to anyClass, Claimant or Creditor.

1.45         **Effective Date.** The earlier of (1) the first Business Day that is at least thirty(30) days after the Confirmation Date and on which no stay of the Confirmation Order is in effect; or (2) December 31,2007.

1.46         **Equity Security Interest**. An “equity security” as defined in §101(16) of the Bankruptcy Code, including any and all shares, membership interests, units, or similar security.

1.47         **Estate**.	 The estate created for Viansa in the Viansa Case pursuant to §541 of the Bankruptcy Code.

1.48         **Estate Claim**. A Claim belonging to the Estate.

1.49         **General Unsecured Claims**.	 An Allowed Claim against Viansa that is not securedby a charge against, or an interest in, any of Viansa’s Assets, including an Allowed Claim arising under § 502(g) ofthe Bankruptcy Code, but that is not an Administrative Claim, a Priority Claim, or a Priority Tax Claim.

1.50         **Global**. 360 Global Wine Company, Inc., a Nevada Corporation, which is one ofthe Debtors in these Cases.

1.51         **Global Case**. Global’s chapter 11 bankruptcy case, designated as case no.07-50205-GWZ.

1.52         **Gryphon**. Gryphon Master Fund, L.P., a secured creditor of the Debtors.

1.53         **Gryphon Cash Collateral Order**. The Stipulated Order (I) Authorizing Final Useof Cash Collateral of Gryphon Master Fund, L.P. (II) Providing Adequate Protection Under 11 U.S.C. §§ 361 and 363; and(III) Granting Related Relief which was entered by the Bankruptcy Court on July 27, 2007 as Docket no. 446 in the Cases.

1.54         **Gryphon Loan Documents**. The documents evidencing the Gryphon Pre-Petition SecuredClaim.

1.55         **Gryphon Cured Secured Claim**. The Gryphon Secured Claim, less any amounts attributableto the Debtors’ default, including, without limitation, the 125% premium and the default rate interest.

1.56    **Gryphon Secured Claim**. The Debtors’ pre-petition obligation to Gryphon in the amount of $6,612,128 as of thePetition Date, including a 125% premium triggered by the Debtors’ default and approximately $1,403,143 in default rate interest,plus pre-petition attorneys’ fees2and secured by a second priority security interest in substantially all of the Debtors’ Assets.

1.57         **Laurus**. Laurus Master Fund, Ltd., a secured creditor of the Debtors.

1.58         **Laurus Loan Documents**. The documents evidencing the Laurus Secured Claim.

1.59         **Laurus Cash Collateral Order**.**** The Final Stipulated Order (I) AuthorizingUse of Cash Collateral; (II) Providing Adequate Protection Under 11 U.S.C. §§ 361 and 363 and (III) Granting RelatedRelief entered by the Bankruptcy Court on June 7, 2007 as Docket No. 357 in the Cases. 

1.60         **Laurus Cured Secured Claim**. The Laurus Secured Claim, less any amounts attributableto default rate interest and late charges.

1.61         **Laurus Secured Claim**. The Debtors’ pre-petition obligation to Laurus inthe principal amount of $40,479,030.19, plus interest, costs, charges, and fees in the amount of $6,315,273.91 as of the PetitionDate ($6,127,228.71 of which is attributable to default rate interest and late charges), plus all amounts incurred under the LaurusLoan Documents from and after the Petition Date; all of which are secured by a first priority security interest (subject to theDIP Loan) in substantially all of the Debtors’ Assets.

1.62         **New Vine**. New Vine Logistics, a secured creditor of Viansa that warehouses Viansa’sinventory and fulfills (packages and ships) Viansa’s customer and wine club orders.

1.63         **New Vine Secured Claim**. Viansa’s pre-petition obligation to New Vine inthe approximate amount of $440,000, and secured by a statutory warehousemen’s lien on Viansa’s inventory in New Vine’spossession.

1.64         **Petition Date**. March 7, 2007, the date on which the Debtors filed their voluntaryChapter 11 petitions commencing these Cases.

1.65         **Plan.** This Plan of Reorganization proposed by Viansa.

1.66         **Post-Confirmation Status Report**. The status report to be filed by ReorganizedViansa within 120 days of the Confirmation Date, and each 120 days thereafter.

1.67         **Post-Effective Date Notice Parties**. Any parties who have requested special noticepost-Effective Date, along with counsel for Viansa, Laurus, and Gryphon.

1.68         **Priority Claim**. A claim entitled to priority under § 507(a) of the BankruptcyCode, other than a Priority Tax Claim.

1.69         **Priority Tax Claim**. A Claim entitled to priority under § 507(a)(8) of theBankruptcy Code.

1.70         **Professional Fee Applications**. Applications filed pursuant to §§ 330,331, or 503(b)(4) for allowance of Administrative Claims relating to the compensation and reimbursement of expenses of professionalsemployed pursuant to an order of the Bankruptcy Court under §§ 327 or 1103 of the Bankruptcy Code for service performedand expenses incurred prior to the Effective Date, with respect to the Viansa estate.

1.71         **Reorganized Equity**. Equity Security Interest in Reorganized Viansa.

1.72         **Reorganized Viansa**. Viansa, following the occurrence of the Effective Date ofthis Plan.

1.73         **Reserve Account**. An account created pending the resolution of a Disputed Claim,containing a sufficient amount to satisfy such Disputed Claim in a manner consistent with that Claim’s treatment under thisPlan should it ultimately become an Allowed Claim.

1.74         **Secured Claim**. A Claim that is secured by a lien against any Assets of the Estateto the extent of the value of any interest in such Assets of the Estate securing such Claim, or to the extent of the amount ofsuch Claim subject to setoff in accordance with § 553 of the Bankruptcy Code, in either case determined pursuant to §506(a) of the Bankruptcy Code.

**1.75****         Successful Bidder.** The entity who is determinedto be the highest and successful bidder for up to 100% of the Equity Security Interest in Reorganized Viansa.

1.76         **Texas Property**. That certain granite quarry belonging to Global, known as ColdSprings Granite, located in Burnet County, Texas, currently being marketed by Global.

1.77         **Texas Property Sale Proceeds**. The net proceeds (following costs of sale, including,but not limited to, commissions, taxes, and expenses of escrow) from the sale of the Texas Property.

1.78         **Trust**. The Liquidating Trust of the Viansa Estate which will be created on theEffective Date for the benefit of claims of the Viansa Estate.

1.79         **Viansa.** 360 Viansa, LLC, a Nevada Limited Liability Company, which is one ofthe Debtors in these Cases, and the proponent of this Plan.

1.80         **Viansa Case.** Viansa’s chapter 11 bankruptcy case, designated as case no.07-50206-GWZ.

**B.****              Exhibits.**

All Exhibits to this Plan are incorporatedinto and are a part of this Plan and Disclosure Statement as if set forth in full herein.

**III.****           VIANSA’S BACKGROUND, OWNERSHIP, AND OPERATING HISTORY**

Viansa’s Operating History priorto the Petition Date is described in the Omnibus Statement of Facts in Support of First Day Motions filed on March 9, 2007, a copyof which is attached hereto as Exhibit “1.” As discussed therein, Viansa and its parent, Global, experienced a significantfinancial crisis derived, in part, from their dispute with Kirkland Knightsbridge, LLC (“KKLLC”), with whom Globalentered into a joint venture in 2004. KKLLC filed for bankruptcy protection in September of 2006, at which time KKLLC was in possessionof substantial inventory of Viansa.

For purposes of this Plan, of particularimportance in Viansa’s history is its use of certain wine-making equipment (the “GE Equipment”) in connectionwith its business operations. Prior to Global’s acquisition of Viansa from Viansa Winery, a California limited partnership(“Prior Owner”) in 2005, Prior Owner’s GE Equipment was being leased from General Electric Capital Corporation,directly and as successor-in-interest to Mellon US Leasing (“GE”). Upon the acquisition of the winery, the lease wasnot assigned to Viansa. Instead, Former Owner continued to be the lessee of the GE Equipment from GE and Viansa utilized such equipment,and continues to utilize such equipment, pursuant to a Consent To Use Agreement (the “Consent Agreement”) with FormerOwner, a copy of which is attached hereto as Exhibit “4”. Paragraph 4 of the Consent Agreement provides that if a defaultoccurs and GE provides notice of such default, then Viansa will become the lessee

 under the respective leases and be obligatedas a lessee. In September 2006, default notices, copies of which are collectively attached hereto as Exhibit “5”, weresent to Viansa at its regular business address. It is Viansa’s position that, to the extent that Viansa did not already havesuccessor interest in the GE Equipment to that of Former Owner, such interest was acquired as a result of the default notices andthe Consent Agreement. Viansa has been advised that Former Owner and/or GE disagree with the foregoing characterization. The FormerOwner has indicated that it might file a motion for relief from stay with regard to the GE Equipment to be heard at or immediatelyfollowing the Confirmation Hearing.

/ / /

**IV.****           VIANSA’S BANKRUPTCY CASE**

On March 7, 2007 (the “Petition Date”),the Debtors each filed a voluntary petition for relief with the Bankruptcy Court under the Bankruptcy Code. On March 23, 2007,this Court issued an Order granting joint administration of the Cases.

Shortly after the Petition Date, KKLLCfiled its motion to transfer venue of the cases to Northern District of California, Santa Rosa Division. The Debtors, as well asnumerous creditors, opposed the motion, which was eventually denied by this Court.

The Committee was appointed in both Caseson April 23, 2007.

On June 27, 2007 the Bankruptcy Court enteredthe Laurus Cash Collateral Order and the DIP Order, and on July 27, 2007 the Bankruptcy Court entered the Gryphon Cash CollateralOrder. Pursuant to these orders, Debtors are continuing to operate pursuant to terms approved by Croesus, Laurus, Gryphon, andthe Bankruptcy Court.

On June 6, 2007, the Bankruptcy Court enteredan Order Granting Motion for Authority to Pay Grape Grower’s Statutory Liens, and such liens were paid with the proceedsof the DIP Loan. Viansa has made all required payments to its grape growers in accordance with this Court’s order.

The Debtors sought and obtained BankruptcyCourt approval of a settlement with KKLLC, which was approved by order entered on August 16, 2007. Pursuant to the settlement,all litigation (including appeals)

 between the Debtors and KKLLC have been dismissed. In addition, Viansa has obtained a turnoverof its wine inventory (and related items) which were maintained in KKLLC’s possession to the exclusion of Viansa.

/ / /

/ / /

Debtors have engaged Gordian FinancialServices to assist with marketing Viansa’s business; and have employed Capital City Sotheby’s International Realtyto assist with the marketing of the Texas Property.3

The Committee has engaged BBK, Ltd. asits financial advisor in connection with these Cases.

3.              	Pursuant to the Bankruptcy Code, Viansa’s exclusive periods to file plan(s) of reorganization and obtain acceptancesthereof, without any extension, would have expired on July 5, 2007 and September 3, 2007, respectively. Viansa filed a motion,and the Bankruptcy Court entered and order, extending its exclusive periods to file plan(s) of reorganization and obtain acceptancesthereof through and including October 3, 2007 and December 2, 2007, respectively, without prejudice to seek further extensionsof the foregoing periods.

Viansa has filed its Monthly OperatingReports with the Bankruptcy Court. Creditors may refer to these reports for detailed information regarding Viansa’s post-petitionfinancial operations.

**V.****                       SUMMARY OF ASSETS AND LIABILITIES**

Viansa’s assets consist primarilyof its winery and tasting room located in Sonoma, California, along with related assets (including real property, personal property,inventory, and wine club). A detailed description of Viansa’s assets is contained in Viansa’s Amended Schedules filedon May 11, 2007 in Case No. BK-S-07-50206-GWZ as docket nos. 76-80; and 92-84. Viansa believes that these assets may have a valueranging from $45 to $70 million. While the Debtors have been marketing Viansa’s business for a cash infusion or sale, todate, no offer has been received. As a result, the valuation of the Assets is uncertain.

Claims asserted against Viansa are listedin Exhibit “2” attached hereto. Viansa’s secured liabilities include amounts owed to Croesus, Laurus and Gryphon,which aggregate in excess of $57 million. New Vine asserts a security interest in inventory and a Claim of approximately $440,000.There are asserted Secured

 Claims by grape growers which, Viansa believes, have been paid during the Case pursuant to authoritygranted by the Bankruptcy Court. There are several equipment and vehicle leases, and Secured and Priority tax Claims. The totalpre-petition Claims asserted are approximately as follows:

In addition, Viansa has incurred post-petitionobligations to Croesus, amounts due to professionals hired in the Cases, certain unpaid Administrative Claims and ordinary coursepayables.

**VI.****           SUMMARY OF PLAN AND TREATMENT OF CLAIMS**

This is a “new value” Plan.On the date of the Confirmation Hearing, an auction will be held in Court for up to 100% of the Equity Security Interest in theReorganized Viansa, excluding the Assigned Litigation and excluding the Carneros Escrow, free and clear of all liens, claims andencumbrances, but subject to terms of this Plan. Thus, the Successful bidder will own up to 100% of the membership interests inReorganized Viansa, including all of Viansa’s operating assets, subject only to those liabilities assumed pursuant to theterms of this Plan (e.g., Priority Tax Claims and executory contracts, to the extent assumed) with a clean balance sheet (i.e,no debt). Laurus has agreed to be the stalking horse bidder with an opening credit bid equal to Laurus’ principal plus non-defaultinterest, for a total of $40,667,075.38. .

4.              	Unless otherwise ordered by the Bankruptcy Court, to participate in the overbid process, each person or entity otherthan Laurus (a "Potential Bidder") must deliver (unless previously delivered) to Viansa the following documents(the "Required Bid Documents") not later than November 20, 2007:

5.              	(a)	Current financial statements or other financial information of the Potential Bidder, or if the Potential Bidderis an entity formed for the purpose of acquiring the Reorganized Equity, current financial statements or other financial informationof the equity holder(s) of the Potential Bidder, or such other form of financial disclosure acceptable to Viansa, demonstratingsuch Potential Bidder's ability to close the proposed

 transaction;

*6.              *	(b)	The Potential Bidder's written agreement that its offer is irrevocable until the Confirmation Hearing;

(c)	An executed copy of an equity purchaseagreement in the form acceptable to Viansa;

(d)	A good faith nonrefundable depositin the amount of $1,800,000, which funds shall be maintained in a segregated interest-bearing account, and which shall only berefundable in the event that the Court does not approve the sale to the Potential Bidder; and

(e)	Written evidence of a commitment forfinancing or other evidence of ability to consummate the proposed transaction satisfactory to Viansa; and

(f)	A statement of intention as to theassumption or rejection of each of the executory contracts listed on Exhibit 3 hereto, along with proof of funds sufficient toeffect cure payments as to such contracts to be assumed.

7.              	A Qualified Overbidder is a Potential Bidder that delivers the documents described in subparagraphs (a), (b), (c), (d)and (e) above, whose financial information demonstrates the financial capability of the Potential Bidder to consummate the transaction.

8.              	At any time prior to the sale, after a Potential Bidder delivers all of the materials required by subparagraphs (a),(b), (c), (d) and (e) above, Viansa shall share such information with the Committee and Laurus. For purposes of this Plan, Laurusshall be deemed to be a Qualified Bidder.

On or before the close of the “newvalue” sale transaction, which shall occur not later than 15 days after date of entry of the Confirmation Order, the SuccessfulBidder will be required to:

A.              Pay the balance of the purchase price in cash (or such financing with the secured creditor(s)as such secured creditor(s) may agree to);

B.              Designate as to whether the Successful Bidder intends to pay the Priority tax Claims on theEffective Date or over time and, if over time, provide cash flow projections and other evidence to support the ability to makesuch payments; and

C.              Designate which executory contracts and unexpired leases are to be assumed and which are tobe rejected and, to the extent assumed, proof of availability of funds to make the necessary “cure” payments (in theabsence of such designation, the contracts to be assumed and rejected shall be as set forth on Exhibit “3” hereto)..

Upon the close of the “new value”sale transaction, proceeds of the sale will be used to satisfy the

 obligations in the Viansa Case as follows:

A.             First, the Carve-Out for both Cases, in the amount of $1,500,0004;

B.             Second, the Croesus Secured Claim, in the approximate amount of $5,300,000 (except in theevent Laurus is the successful Credit Bidder, in which case the sale shall be subject to the Croesus Secured Claim);

C.             Third, the New Vine Secured Claim, in the approximate amount of $440,000 (although Viansabelieves that a settlement has been reached pursuant to which New Vine has agreed to accept $417,000 on account of its claim inthe Viansa Case, which settlement should be consummated, and payment should be made, prior to the Confirmation Hearing);

D.             Fourth, the general unsecured claims, in the amount of $300,0005;

E.              Fifth, the Laurus Secured Claim, in the approximate amount of $40.5 million;

F.              Sixth, the Gryphon Cured Secured Claim, in the approximate amount of $4 million, to the extentthat funds exist (otherwise Gryphon will be treated as a general unsecured creditor subject to treatment pursuant to Class 11 orClass 12 at Gryphon’s election); and

G.             Seventh, to the extent funds exist, to the Class 12 general unsecured claims, on a *prorata* basis.

In addition, the Carneros Escrow and theAssigned Litigation shall remain with the Estate. The Carneros Escrow Balance will be utilized to fund the fees and costs of theCommittee’s professionals. The Assigned Litigation shall be prosecuted for the benefit of unpaid Administrative Claimantsand Class 12 creditors. A discussion of such payments is set forth in Section VII (C), below.

**VII.****        CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS**

**A.****            General Overview.**

As required by theBankruptcy Code, this Plan classifies claims and interests in various Classes according to their right to priority. This Plan stateswhether each Class is either impaired or unimpaired, and proposes the treatment that each Class will receive.

**B.****            Unclassified Claims.**

Certain types of Claims are not placedinto voting Classes; instead they remain unclassified. These Claims are not considered impaired and are therefore not entitledto vote on this Plan because they are automatically entitled to specific treatment provided for them in the Bankruptcy Code. Assuch, Viansa has not placed the following Claims in a Class:

1.                Administrative Claims.

Administrative Claimsare claims for costs or expenses of administering the Cases that are allowed under Bankruptcy Code § 507(a)(2). The BankruptcyCode requires that all Administrative Claims be paid on

 the Effective Date unless a particular holder of an Administrative Claimagrees to a different treatment.

U.S. Trustee fees,to the extent not previously paid, will be paid in full on the Effective Date, or at such later date as such fees may become dueand payable. Viansa estimates that the total administrative claims of Professionals will be in the range of $1.5 - $2 million.All allowed fees and costs of the Professionals, as to be ordered by the Bankruptcy Court, up to the amount of the Carve-Out, willbe paid on the later of the (a) Effective Date; and (b) date of entry of order allowing such fees and costs.

The following Professionalshave been employed by Viansa:

2.    Lewis & Roca LLP (formerly Beckley Singleton, Chtd) (“LR”), Viansa’s local bankruptcy counsel.

3.    Gordian Group, LLC, Viansa’s investment bankers.

4.    Ives, Kirwan & Dibble, Viansa’s special litigation counsel.

In addition, Viansaintends to file an application to employ The Watley Group to provide CEO/CRO services to Viansa, through A. John A. Bryan, Jr..Allowed Professional Fees of the Debtors’ professionals shall be paid from the Carve-Out in an amount of up to $1,250,000.Any unpaid Allowed Professional Fees shall be paid from the Trust (See Section VIII(B) hereinbelow).

The Committee has retainedWinston & Strawn LLP (“WS”), as its general counsel; McDonald Carano Wilson LLP. (“MCW”), as its localcounsel; and BBK Ltd. (“BBK”), as its financial advisors. Allowed Professional Fees of WS, MCW and BBK shall be paidfrom (a) the Carve-Out in an amount of up to $250,000 (the portion of the Carve Out available for payment of the Committee’sprofessionals) plus (b) the Carneros Escrow Balance available on the Effective Date.

Requirement of Court Approval of Fees:The Court must rule on all fees of professionals listed above before such fees will become Allowed Administrative Claims. For allfees except Clerk’s Office fees and U.S. Trustee fees, the professional in question must file and serve a properly noticedfee application, and the Court

 must rule on the application. Only the amount of fees allowed by the Court will become Allowed AdministrativeClaims and will be eligible to be paid under this Plan.

In addition to the foregoing professionalfees, Viansa has incurred, and continues to incur, post-petition administrative expenses related to the operations of Viansa’sbusiness (the “Operating Administrative Claims”). The Operating Administrative Claims shall be assumed by, and shallbecome the obligation of Reorganized Viansa.

2.    Priority Tax Claims.

The Bankruptcy Code requiresthat each holder of a Priority Tax Claim receive the present value of such claim in deferred Cash payments. Except as otherwiseallowed by the Bankruptcy Court, holders of Priority Tax Claims shall not be entitled to receive any penalties with respect toor arising in connection with such claims.

Viansa believes thatthe Priority Tax Claims amount to approximately $635,000. At the option of Reorganized Viansa, Allowed Priority Tax Claims shallbe paid either (1) in cash on the Effective Date; or (2) deferred cash payments, in equal quarterly installments, over the periodending five (5) years from the Petition Date, with interest to accrue at the federal interest rate, estimated to be 6% per annum(or such other interest rate as agreed to by Viansa and the holder of such Allowed Priority Tax Claim, or such rate as determinedby the Bankruptcy Court to be appropriate, if such a determination is requested by the holder of such Allowed Priority Tax Claimno later than the date upon which objections to Confirmation of this Plan are due). At the option of Reorganized Viansa, such paymentsmay be prepaid, in whole or in part.

**C.              Classified Claims and Interests.**

1.              **Class 1** consists of the New Vine Secured Claim. Unless already paid, on the EffectiveDate, New Vine shall receive a Cash payment in the amount of $417,000 in full and complete satisfaction of the New Vine SecuredClaim. This Class is impaired and entitled to vote on this Plan. 

2.              **Class 2** consists of the Allowed Claims of holders of statutory liens, other than PriorityTax Claims and the New Vine Secured Claim, but including Secured Claims for real or personal property taxes. Viansa believes thatthe only such Claims consist of real property taxes in the approximate amount of $20,000. Any Class 2 Claims which were filed priorto the Bar Date, and delinquent real property taxes of record, shall be paid in full on the Effective Date. Any Class 2 Claimswhich were not filed prior to the Bar Date shall be disallowed. Since all Allowed Class 2 Claims will be paid in full on the EffectiveDate, Viansa believes that this Class is unimpaired and, therefore, not entitled to vote on this Plan.

3.              **Class 3** consists of the Croesus Secured Claim. Upon the closing of the sale, Croesusshall be paid in full, on the Effective Date, from the proceeds of the sale, subject to the payment of the Carve Out. However,if Laurus is the Successful Bidder, the Croesus Class 3 Claim shall remain in place with the Reorganized Viansa. Based on the factthat this is a post-petition administrative obligation, this Class is not entitled to vote on this Plan.

4.              **Class 4** consists of the Laurus Secured Claim. Upon the closing of the sale, Laurusshall be paid in full, on the Effective Date, from the proceeds of the sale, subject to the payment of the Carve Out. This Classis impaired and entitled to vote on this Plan.

5.              **Class 5** consists of the Gryphon Secured Claim. To the extent the sale results in paymentof cash in a sufficient amount for payment of the Carve-Out and Classes 1, 2, 3 and 4 claims, the balance of the sale proceedsshall be paid to Gryphon until the Gryphon Secured Claim is paid in full. To the extent not paid as a Class 5 Secured Claim, anybalance owed to Gryphon shall be treated as an Unsecured Claim. For purposes of voting, the Gryphon Secured Claim shall be estimatedpursuant to 11 U.S.C. §502(c)(1) at $1; and Gryphon shall be permitted to vote the balance of its Claim as either a Class11 or Class 12 Unsecured Creditor, at the election of Gryphon. 

6.              **Class 6** consists of the Secured Claim asserted by Dell Financial Services, LP (“DFS”),which is purportedly secured by certain computer equipment. The Successful Bidder shall have the option of paying such SecuredClaim pursuant to the terms of the pre-petition agreement between Viansa and DFS, or relinquishing the collateral to DFS in fulland complete satisfaction of its Secured Claim. This Class is unimpaired and, therefore, not entitled to vote on this Plan.

7.              **Class 7** consists of the Secured Claims asserted by General Motors Acceptance Corporation(“GMAC”), which are secured by certain motor vehicles. The Successful Bidder shall have the option, on a contract bycontract basis, of paying such Secured Claims pursuant to the terms of the pre-petition agreement between Viansa and GMAC, or surrenderingthe collateral to GMAC in full and complete satisfaction of its Secured Claims. This Class is unimpaired and, therefore, not entitledto vote on this Plan.

8.              **Class 8** consists of the Secured Claim asserted by Key Equipment Finance (“KEF”),which is purportedly secured by certain wine-making equipment. The Successful Bidder shall have the option of paying such SecuredClaim pursuant to the terms of the pre-petition agreement between Viansa and KEF, or relinquishing the collateral to KEF in fulland complete satisfaction of its Secured Claim. This Class is unimpaired and, therefore, not entitled to vote on this Plan.

9.              **Class 9** consists of the Secured Claims of US Bancorp (“USB”), which arepurportedly secured by certain office equipment. The Successful Bidder shall have the option of paying such Secured Claims pursuantto the terms of the pre-petition agreement between Viansa and USB, or relinquishing the collateral to USB in full and completesatisfaction of its Secured Claims. This Class is unimpaired and, therefore, not entitled to vote on this Plan.

10.           **Class 10** consists of all GE (including claims assigned to GE by Mellon Bank), whichare purportedly secured by the GE Equipment. Viansa believes that the agreements with GE (the “GE Agreements”) maybe interpreted as either executory contracts or disguised security agreement and, if the latter, may not be properly perfected,resulting in a general unsecured claim. The Successful Bidder shall step into the shoes of Viansa and shall have the right to seeka determination that the GE Agreements are disguised security

 agreements, requiring payment of the secured claim pursuant to 11U.S.C. § 506, and not executory contracts requiring cure payments pursuant to 11 U.S.C. § 365, and shall retain all otherclaims and defenses with regard to the GE Agreements and Claims related to GE, including, but not limited, any avoidance rightsunder the Code. Notwithstanding the foregoing, any Potential Bidder and Qualified Bidder are advised to conduct their own analysisof the facts and circumstances surrounding the transactions with GE, including review of the attached Consent Agreement and defaultnotices, as well as the underlying GE Agreements. The Successful Bidder shall state its intention with regard to GE on or beforethe conclusion of the Confirmation Hearing. 

a.	In the event that the SuccessfulBidder designates that it seeks to treat the GE Agreements as executory contracts, and assume such GE Agreements, SuccessfulBidder (other than Laurus) shall set aside, or show evidence of, sufficient funds to pay the cure in accordance with Exhibit “3”hereto, unless otherwise ordered by the Court. In such case, GE’s Claim shall not be a classified Claim and shall not betreated as a classified Claim under the Plan.

b.	In the event that the SuccessfulBidder designates that it seeks to treat the GE Agreements as executory contracts and reject such GE Agreements, GE’slease rejection Claims shall be treated as Class 11 or Class 12 General Unsecured Claims, at the election of GE. In such case,GE’s Claim shall not be treated as a Class 10 Secured Claim under the Plan.

c.	In the event that the SuccessfulBidder designates that it intends to treat the GE Agreements as disguised security agreements and that the Successful Bidder seeksto surrender the GE Equipment to GE, then on the Effective Date, the GE Equipment will be surrendered to GE in full and completesatisfaction of GE’s Class 10 Secured Claim. In such case, Class 10 will be deemed to be an impaired Class and entitled tovote on the Plan. GE’s deficiency Claims, if any, shall be treated as Class 11 or Class 12 General Unsecured Claims, at theelection of GE.

d.	In the event that the SuccessfulBidder designates that it intends to treat the GE Agreements as disguised security agreements and that the Successful Bidder seeksto retain the GE Equipment, Successful Bidder shall commence, within 30 days of the Effective Date, an adversary proceeding beforethe Court for such determination, including a determination as to whether GE has a perfected security interest in the GE Equipment.Upon final Court order with respect to the amount of GE’s Class 10 Secured Claim, such amount will be paid in full 30

 daysafter entry of final order setting forth the amount of GE’s Secured Claim, if any, with respect to the GE Equipment. In suchcase, Class 10 will be deemed to be an impaired Class and entitled to vote on the Plan. GE’s deficiency Claims, if any, shallbe treated as Class 11 or Class 12 General Unsecured Claims, at the election of GE. In the event that a determination is made thatthe GE Agreements are disguised security agreements and that GE does not have a perfected security interest in the GE Equipment,then GE will not hold a Class 10 Secured Claim and GE’s Claims, if any, shall be treated as Class 11 or Class 12 GeneralUnsecured Claims, at the election of GE.

11.           **Class 11** (Administrative Convenience Class) consists of General Unsecured Claims, either:(i) in the amount of $10,000 or less (except that the holders of such Claims may elect to have their Claims treated as Class 12Claims); or (ii) the holders of which Claims elect to reduce their claims to $10,000. Viansa believes that such General UnsecuredClaims total approximately $600,000. Class 11 Claims shall receive *pro rata* distribution of a lump sum of $150,000, as soonas practicable after the Effective Date. Laurus shall not share in any proceeds distributed to holders of Class 11 Claims. ThisClass is impaired and entitled to vote on this Plan.

12.           **Class 12** consists of all General Unsecured Claims other than Class 11 Claims. Viansabelieves that such General Unsecured Claims total approximately $1.5 million, not including any potential deficiency claim of Gryphon.Class 12 Claims shall receive *pro rata* distribution of a lump sum of $150,000, to be paid as soon as practicable after theEffective Date. In addition, Class 12 shall receive the net proceeds (after deduction of all fees and costs related to pursuingsuch actions) from the Assigned Litigation, after all Allowed Professional Fees are paid in full. Laurus shall not share in anyproceeds distributed to holders of Class 12 Claims. This Class is impaired and entitled to vote on this Plan.

13.           **Class 13** consists of Global’s Equity Security Interest in Viansa. Global’sexisting 100% ownership of the Equity Security Interests in Reorganized Viansa shall be cancelled. Up to 100% of the new EquitySecurity Interests in the Reorganized Viansa shall be issued to the Successful Bidder at the Confirmation Hearing. In light ofthe fact that this Class does not receive a distribution under the Plan, this Class is deemed to have rejected the Plan and, therefore,not entitled to vote on this Plan.

**VIII.****      MEANS OF IMPLEMENTATION OF PLAN**

**A.             Funding for the Plan.**

The Plan will be funded from the proceedsof the sale of up to 100% equity in the Reorganized Viansa and the pursuit of the Assigned Litigation. In addition, a portion ofthe Allowed Professional Fees for the Committee’s professionals shall be funded from the Carneros Escrow Balance, if any.

 

**B.             Composition of Reorganized Viansa and Post-Confirmation Management.**

Reorganized Viansa will continue to be aNevada limited liability company in good standing with the Secretary of State. Reorganized Viansa contemplates post-confirmationoperations under management to be designated by the Successful Bidder. A. John A. Bryan, Jr., has expressed his willingness anddesire to continue as Chief Executive Officer of Reorganized Viansa after the Effective Date. Mr. Bryan reserves the right to negotiatean employment agreement for the period after the Effective Date, including, without limitation, the ability to receive equity inReorganized Viansa, in the form of stock grants, stock options and/or warrants, in connection with such future employment. In addition,the Trust will be created for the benefit of Administrative Claimaints and the general unsecured creditors in Class 12.

1.	Creation of the Trust.

On theEffective Date, Viansa shall create the Trust for the benefit of holders of Administrative Claims and Class 12 allowed claims pursuantto the Plan, and the Liquidating Trust Agreement shall be executed by the parties to the Liquidating Trust Agreement. The Trustshall be a creditors’ liquidating trust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Trustwill be organized for the purpose of liquidating the property, claims, rights and causes of action of Viansa and its Estate withno objective to continue or engage in the conduct of a trade or business. As more fully set forth below, and except as set forthbelow, on the Effective Date, Viansa shall be deemed to have transferred all of its remaining property, claims, rights and causesof action to the Trust. The Trust shall receive, liquidate and distribute the property, claims, rights and causes of action ofViansa and its Estate in accordance with the Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable,in an expeditious but orderly manner. The Trust is not a successor of Viansa for purposes of incurring its liabilities. To theextent there are any inconsistencies between the Plan and the Trust, the terms of the Plan shall prevail.

2.	Appointment of theLiquidating Trustee.

TheLiquidating Trustee (“Trustee”) of the Trust shall be designated by the Committee (in consultation with Gryphon) onor before the Confirmation Hearing. The Trustee shall administer the Liquidating Trust pursuant to the Plan and the LiquidatingTrust Agreement, and in accordance with guidelines set forth by the

 Ninth Circuit Bankruptcy Appellate Panel in In Re ConsolidatedPioneer Mortgage Entities, 248 B.R. 368 (9th Cir. B.A.P. 2000). The Trustee shall act in accordance with the Planand the Liquidating Trust Agreement. The Trustee shall perform all of the obligations of the Trustee under the Plan and the LiquidatingTrust Agreement. The Trustee shall be the authorized representatives of the Viansa Estate for the purposes of performing and consummatingthe Plan pursuant to the Bankruptcy Code and the Confirmation Order. The Trustee shall serve for the duration of the Trust, subjectto earlier death, resignation, incapacity or removal as provided in the Liquidating Trust Agreement. The Liquidating Trustee shallserve without any bond. The Liquidating Trustee shall receive as compensation three percent (3%) of the funds recovered by theTrust. The Trustee shall act in accordance with the Plan and the Liquidating Trust Agreement.

3.	Transfer of Claims,Rights and Causes of Action to the Trust.

On theEffective Date, all Assigned Litigation and the right to assert objections to claims, including rights of offset, as set forthin this Plan, shall be transferred to, and vested in, the Trust free and clear of all liens, claims, encumbrances and other interests.All property, claims, rights, and causes of action received or held by the Trust shall be held in trust for the benefit of holdersof Administrative Claim and Class 12 Allowed Claims, subject to the provisions of the Plan and the Liquidating Trust Agreement.Reorganized Viansa shall retain no interest in such property, claims, rights, and causes of action transferred to Trust.

	4.	Sale or Other Dispositionof Property.

Afterthe Effective Date, the Trust may use, acquire, sell or otherwise dispose of the property it acquires in accordance with the Planand the Liquidating Trust Agreement without supervision of, or approval by, the Bankruptcy Court or the United States Trustee andfree of any restrictions in the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or Local Bankruptcy Rules (the “BankruptcyRules”).

5.	Investigation andProsecution of Claims.

TheTrust shall investigate all Assigned Litigation and determine which, if any, should be prosecuted in its sole discretion in accordancewith the Plan and the Liquidating Trust Agreement. All claims, rights and causes of action encompassed in the Assigned Litigationare preserved by the Plan, and the Trust shall have full power and authority to settle, adjust, retain, enforce or abandon anyclaim, right or cause of action as the representative of the Viansa Estate under section 1123(b) of the Bankruptcy Code or otherwisein accordance with the Plan and the Liquidating Trust Agreement without supervision of, or approval by, the Bankruptcy Court orthe United States Trustee and free of any restriction of the Bankruptcy Code or the Bankruptcy Rules, except that the compromiseof any single claim, right or cause of action that is $100,000 or more shall, until Viansa’s bankruptcy case is closed, besubject to the approval of the Bankruptcy Court after notice and opportunity for hearing have been provided to the entities thathave requested special notice. 

6.	Bankruptcy Powers.

As tothe Assigned Litigation, the Trust shall have all of the rights, claims, powers, objections, counterclaims, defenses, setoffs andactions of Viansa and its Estate under sections 363, 365 and 501 to 558, inclusive, of the Bankruptcy Code. (All other such rightsshall be retained by Reorganized Viansa.) After the Effective Date, all claims, rights and causes of action of Viansa and its Estateshall be filed and prosecuted in the name of the Trust. The merger, consolidation, combination, winding-up, liquidation, closingor dissolution of

 Viansa or its Estate contemplated by the Plan shall not: (a) create any claim, including any claim, right orcause of action, or any counterclaim, defense or objection that did not exist prior to such merger, consolidation, combination,winding-up, liquidation, closing or dissolution; or (b) eliminate any claim, including any claim, right or cause of action, orany counterclaim, defense or objection that existed prior to such merger, consolidation, combination, winding-up, liquidation,closing or dissolution.

7.	Employment of Employeesand Professionals.

On andafter the Effective Date, the Trust shall employ and compensate such employees and professionals, including, without limitation,any professionals employed by the Estate, agents and representatives, including disbursing agents, as the Trust determines is necessaryor appropriate to implement all of the provisions of the Plan and the Liquidating Trust Agreement without any supervision of, orapproval by, the Bankruptcy Court or the United States Trustee. The Trust shall be allowed to compensate the fees and costs ofits professionals without the requirement to file fee applications and seek approval of the Bankruptcy Court. The Bankruptcy Courtwill retain jurisdiction to resolve any fee disputes between the Trust and its professionals.

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8.	Creation of Reserves,Investment of Cash, and Distribution of Cash.

Afterthe Effective Date, the Trust shall: (i) pay or provide for all expenses of the Trust from property in the Trust, (ii) establishand maintain a reserve for expenses of the Trust, (iii) establish and maintain a reserve for disputed claims, (iv) establish andmaintain a reserve for unclaimed distributions, (v) establish any other reserves or accounts it deems necessary or appropriate,and (vi) make distributions of cash to the holders of allowed claims from the Trust in accordance with the Plan and the LiquidatingTrust Agreement. The procedures that govern the reserves and distributions by the Trust are set forth in the Liquidating TrustAgreement. All cash held by the Trust shall be invested only in investments permitted under the Liquidating Trust Agreement.

9.	Non-transferabilityof Trust Interests.

Theinterests of the holders of Allowed Administrative Claims and Allowed Claims in the Trust will not be evidenced by any certificateor other instrument or document. The interests in the Trust are non-transferable and non-assignable other than to successors ininterest, or by will, the laws of descent and distribution, or by operation of law.

10.	No Action AgainstViansa or the Trust Without Bankruptcy Court Approval.

On andafter the Effective Date, no action or proceeding may be commenced or continued by any entity, other than the Trust, in any courtor other tribunal, other than the Bankruptcy Court, against Viansa, Reorganized Viansa, the Trust, the Liquidating Trustee, orany of their directors, officers, shareholders, employees, professionals, agents or representatives, without the prior approvalof the Bankruptcy Court pursuant to a final order. On and after the Effective Date, no act to collect or recover from, or offsetagainst, or to create, perfect or enforce any right, claim, interest or remedy by any entity, other than the Trust, against Viansa,Reorganized Viansa, the Trust, the Liquidating Trustee or any of their officers, employees,

 professionals, agents or representatives,may be taken without the prior approval of the Bankruptcy Court in a final order. This provision of the Plan does not require thata defendant in a proceeding filed by the Trust obtain the approval of the Bankruptcy Court to assert any defense or setoff in suchproceeding.

11.	Termination of theTrust.

TheTrust shall be irrevocable. The Trust shall terminate when the Liquidating Trustee has performed all of his duties under the Planand the Liquidating Trust Agreement, including the liquidation of all of the property, claims, rights and causes of action of Viansaand its Estate, which date shall not be more than five (5) years from and after the Effective Date; provided, however, that, ifin the reasonable determination of the Liquidating Trustee, in light of existing facts and circumstances, the liquidation of theproperty, claims, rights and causes of action in the Trust and the distribution of all cash will not be completed within that time,then, not more than ninety (90) days prior to that date, the Liquidating Trustee may amend the Liquidating Trust Agreement to providethat the Trust shall extend for an additional period of up to one (1) year. Prior to the expiration of such one (1) year period,the Liquidating Trustee may seek and, for cause shown, obtain an order from the Bankruptcy Court extending the Trust for any additionaltime the Bankruptcy Court deems necessary or appropriate, after notice and opportunity for hearing have been provided to the entitiesthat have requested special notice.

12.	Reports By the Trust.

Thefiscal year of the Trust shall end on December 31 of each year. In accordance with the Plan and the Liquidating Trust Agreement,in conjunction with any interim or final distributions, but in any event, at least once a year, the Trust shall serve the followingunaudited annual financial statements prepared in accordance with generally accepted accounting principles and the following unauditedwritten reports and accounts on the those entities that have requested special notice: (a) financial statements showing the assetsand liabilities of the Trust, including the expense reserve, the reserve for unclaimed distributions and the reserve for disputedclaims at the end of the period, (b) financial statements showing the receipts and disbursements of the Trust during the period,(c) a brief written report from the Trust about the disposition of any remaining property, claims, rights and causes of actionof the Trust and distributions remaining, (d) a written report showing the number and amount of trust interests, disputed administrativeexpenses and disputed claims and changes during the period, and (e) any other written reports the Liquidating Trustee elects toinclude. Until the Viansa Case is closed through the entry of a final decree by the Court, a copy of the financial statements andreports shall be filed with the Bankruptcy Court and served on the United States Trustee. The Trust shall serve the United StatesTrustee with any and all documents that it files with the Bankruptcy Court after the Effective Date. In addition, the Trust isresponsible for the timely payment of fees incurred pursuant to 28 U.S.C. § 1930(a)(6); and in calculating such fees, theTrust shall file with the Bankruptcy Court and serve on the United States Trustee a quarterly Post Confirmation Status Report regardingall income and disbursements, including all plan payments, for each quarter (or portion thereof) the bankruptcy case remains open.The Trust shall prepare and distribute any other reports or other information that may be required by the Bankruptcy Court or theBankruptcy Rules or that the Liquidating Trustee determines are necessary or appropriate.

13.	No Recourse Againstthe Trustee.

No recourseshall ever be had, directly or indirectly, against the Liquidating Trustee or any of the officers, employees, professionals, agentsor representatives of the Trust, whether by legal, equitable or other proceedings, by virtue of any law, statute, regulation orotherwise, or by virtue of any indebtedness of Viansa, its Estate or the Trust, it being expressly understood and agreed that allliabilities of the Trust shall be enforceable only against and be satisfied only out of the property, claims, rights and causesof action in the Trust or shall be evidence only of a right to payment out of such assets in the Trust, as the case may be.

**C.             Disbursing Agent.**

LNBRB, counsel for the Debtors, will actas the disbursing agent for the purpose of making the initial Distributions to Administrative Claimants and Class 11 Claimantsprovided for under this Plan. The Trust will act as the disbursing agent for the purpose of making all the other Distributionsto all other Classes of Claims provided for under this Plan.

**D.             Authorization to Take Required Actions.**

Viansa’s corporate officers and agentsare authorized to take any and all action necessary or appropriate to effectuate the terms of this Plan, and to consummate thetransactions contemplated hereunder, including without limitation, the execution, verification, acknowledgement, filing, and publicationof any and all instruments or documents that may be required in order to effectuate the transfer and sale of the equity in ReorganizedViansa pursuant to this Plan, including any actions related thereto, subject to the approval of the Bankruptcy Court.

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**IX.****                     LIQUIDATION ANALYSIS**

While Viansa’s real estate is veryvaluable, the most valuable asset of the Viansa Estate is the winery operation. This operation consists primarily of (a) the winerylocated in Sonoma and retail operations related thereto; (b) the wine club with thousands of members located nationwide enjoyingmonthly shipments of wines; and (c) special events (e.g., weddings, corporate retreats, birthdays) held at the events center atthe winery. Viansa does not sell its wines through retail stores, but directly to the retail customers. As a result,

 Viansa dependson its wine club members for its operations. Since the wine club members pay on a monthly basis, liquidation would result in cessationof operations, which would result in termination of memberships. Without members, the wine club will have minimal, if any value.Similarly, the value of Viansa’s inventory can only be maximized through retail sales to wine club members and visitors tothe winery. In the event of a liquidation, and without the ability to continue operating and servicing the wine club member andthe general public, membership and visits to the winery will plummet. Since Viansa sells its wines directly to the customer, itdoes not have retail distribution channels or exposure to retailers. The wine will not be able to be sold at retail prices since,*among other things*, Viansa’s reputation will be damaged. Inventory will, therefore, have to be sold on a wholesalebasis, resulting in a fraction of revenues as compared to retail sales.

In short, in the event of a liquidationunder Chapter 7, Viansa believes that its assets would be insufficient to pay Croesus and Laurus, and that all other creditorswould receive no distribution.

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**X.****             MANNER OF DISTRIBUTION OF ASSETS**

A.	**Objections to Claims**

1.              Authority to Object to, and to Compromise, Claims.

The Trust, or any other party in interest,will have the right to file objections to the allowance of any Claims filed on or prior to the Claims Objection Bar Date. The Trust’sright to object to the allowance of any Claims shall include the right to assert counterclaims and setoff rights related to theAsset Purchase Agreement provided that the Trust’s right to assert counterclaims and setoff rights related to the Asset PurchaseAgreement shall be limited to defenses to a Claim and not to obtain affirmative recovery from the holder of the Disputed Claim.The Trust will have the authority, in the reasonable exercise of its business judgment, to settle or compromise any Claim followingthe Effective Date by submitting an appropriate stipulation to the Court, with notice to the Post-Effective Date Notice Parties,so long as no objection to such stipulation is filed within ten (10) calendar days of such notice.

2.              Estimation of Claims.

As provided by Section 502(c) of the BankruptcyCode, the Bankruptcy Court may estimate any contingent, unliquidated, or disputed Claim for the limited purpose of determiningthe Claimant’s eligibility to participate in the Confirmation of this Plan. Such estimation will be of a temporary and limitednature, and will not in any way affect the ultimate disallowance or allowance of the Claim, or the ability of any party in interestto subsequently object to the allowance of such Claim.

3.              Retention of Jurisdiction to Determine Allowance of Claims Post-Effective Date.

The Court will retain jurisdiction overthe Viansa Case to resolve any objections to Claims which are filed after the Effective Date or which are filed prior to the EffectiveDate but which are not resolved to final order prior to the Effective Date. The Confirmation Order shall not be res judicata, collateralestoppel, or other bar to Reorganized Viansa’s, the Trust’s or other party in interest’s, right to object tosuch Claims after the Effective Date.

**B.	DistributionUpon Resolution of Disputed Claims.**

The Disbursing Agent or the Trust, howeverthe case may be, will not make any Distribution to the holder of a Disputed Claim until such Disputed Claim becomes an AllowedClaim. Pending a resolution of the Disputed Claim, the Disbursing Agent or the Trust, however the case may be, will create a ReserveAccount which will contain a proposed Distribution based on the treatment that the Disputed Claim would receive if it became anAllowed Claim.

Within sixty (60) days after a DisputedClaim becomes an Allowed Claim, the Disbursing Agent or the Trust, however the case may be, will make the Distribution to the holderof such Allowed Claim from the Reserve Account in an amount equal to what the holder of such Allowed Claim would have receivedif the Claim had been allowed in such amount as of the Effective Date.

In the event that the Disputed Claim isdisallowed, that portion of the Reserve Account which was designated for payment of the Disputed Claim will be distributed to AllowedClaims in accordance with the treatment set forth in this Plan.

**	C.	Pursuit of AvoidanceActions and Other Actions**.

Viansa or the Trust, however the case maybe, shall have the right to pursue the Assigned Litigation, with the proceeds of such litigation to be vested in the Trust forthe benefit of unpaid Administrative Claims and Class 12 Allowed Claims. Viansa or the Trust, however the case may be, shall havethe authority, in the reasonable exercise of its business judgment, to settle or compromise any Assigned Litigation following theEffective Date by submitting a stipulation to the Court, with notice to Post-Effective Date Notice Parties, so long as no objectionto such stipulation is filed within ten days of the Post-Effective Date Notice Parties’ receipt of such notice.

**D.	Exculpationsand Releases.**

Tothe maximum extent permitted by law, neither Viansa, the Liquidating Trustee, the Viansa Estate, the Committee, Laurus, Croesus,Gryphon, nor any of their employees or the professionals employed or retained by any of them, whether or not by Bankruptcy Courtorder (each, a "Released Person"), shall have or incur liability to any person or entity for an act taken or omissionmade in good faith in connection with or related to the formulation of the Plan, the Disclosure Statement, or a contract, instrument,release, or other agreement or document created in connection therewith, the solicitation of acceptances for or confirmation ofthe Plan, or the consummation and implementation of the Plan and the transactions contemplated therein. Each Released Person shallin all respects be entitled to reasonably rely on the advice of counsel with respect to its duties and

 responsibilities under thePlan.

Viansa, the Committee, the Viansa Estateand all professionals employed by the Viansa Estate will be deemed to be forever released, waived and discharged of all claims,obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities whatsoever in connection with,or related to, Viansa, the Viansa Estate, and this Plan whether liquidated or unliquidated, fixed or contingent, matured or unmatured,known or unknown, foreseen or unforseen, then existing or thereafter a rising, in law, equity or otherwise that are based in wholeor part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any wayrelating to Viansa, the Viansa Estate, the Committee or this Plan. Notwithstanding anything contained herein, the foregoing releaseshall not apply to any officers, managing members or directors of Viansa, except for A. John A. Bryan, Jr.

**E.	Injunctions.**

The Confirmation Order shall enjoin theprosecution, whether directly, derivatively or otherwise, of any claim, obligation, suit, judgment, damage, demand, debt, right,cause of action, liability or interest released, discharged or terminated pursuant to this Plan.

Except as provided in this Plan or theConfirmation Order, as of the Effective Date, all entities that have held, currently hold or may hold a Claim or other debt orliability that is discharged or an interest or other right of an Equity Security Holder that is terminated pursuant to the termsof this Plan are permanently enjoined from taking any of the following actions against Viansa, the Viansa Estate, the Committee,the Trust or their property on account of any such discharged claims, debts or liabilities or terminated interests or rights: (i)commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collectingor recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance;(iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to Viansa;and (v) commencing or continuing any action in any manner, in any place that does not comply with or is inconsistent with the provisionsof this Plan.

By accepting distribution pursuant tothis Plan, each holder of an Allowed Claim receiving distributions pursuant to this Plan will be deemed to have specifically consentedto the injunctions set forth in this Section.

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**XI.****           EXECUTORY CONTRACTS AND UNEXPIRED LEASES**

A.              Assumptions and Assignments.

Attached as Exhibit “3”to this Disclosure Statement is a list of all of Viansa’s executory contracts and unexpired leases which Viansa believeswill be assumed and assigned upon the closing of the sale transaction, with the rights and obligations to the other parties tosuch executory contracts and unexpired leases to become rights and obligations of the purchaser of the Assets.

Alsoset forth in Exhibit “3” to this Disclosure Statement is an itemization of the defaults which Viansa contends existunder the executory contracts and unexpired leases that Viansa believes will be to assumed, and that must be cured on the EffectiveDate in connection with such assumption, unless otherwise agreed to among the parties to such executory contracts and unexpiredleases. Viansa estimates that the total Cure Amounts that will be required to pay on the Effective Date will be approximately $381,0006.The Confirmation Order will also constitute an order of the Bankruptcy Court approving the assumption and assignment of all suchexecutory contracts and unexpired leases, and fixing the Cure Amounts for each such executory contract and unexpired lease in theamounts asserted by Viansa. 

In addition, the Debtor’sright to occupy Space 30 at 21481 Eighth Street, Sonoma, California, which is owned by Carneros, is set to expire on December 31,2007 pursuant to the Order Approving Settlement between Debtor and Carneros entered on June 18, 2007. Debtor anticipates successfullynegotiating a new lease with Carneros, the approval of which will be sought through a separately filed motion. The Successful Bidderwill be required to guarantee the terms of any new lease with Carneros, and Carneros will have the right to approve the SuccessfulBidder; otherwise, it is anticipated that Debtor’s right of occupancy will terminate on December 31, 2007 as provided inthe Order Approving Settlement entered on June 18, 2007 (Docket 389).

B.              Rejections.

Attached as Exhibit “3” to theDisclosure Statement is a list of all of the executory contracts and unexpired leases which Viansa believes will be rejected. Onthe Effective Date, all such executory contracts and unexpired leases will be deemed rejected by Viansa. Additionally, all executorycontracts and unexpired leases

 to which Viansa is a party which are not set forth in Exhibit “3” to the DisclosureStatement will also be deemed rejected by Viansa. The Confirmation Order will also constitute an order of the Bankruptcy Courtapproving the rejection of all such executory contracts and unexpired leases. Notwithstanding the foregoing, Viansa shall havethe right to amend the attached schedule at any time prior to the Effective Date.

Any Claims for damages arising from therejection of any executory contracts and unexpired leases shall be filed and served no later than the Administrative Claims BarDate, and any objections to the allowance of such Claims shall be filed and served no later than the Claims Objection Deadline.

**XII.****         RETENTION OF JURISDICTION**

	Afterthe Confirmation of this Plan and occurrence of the Effective Date, in addition to jurisdiction which exists in any other court,the Bankruptcy Court will retain such jurisdiction as is legally permissible including for the following purposes:	

A.             To resolve any and all disputes regarding the operation and interpretation of the Plan and the Confirmation Order;

B.             To determine the allowability, classification, or priority of Claims and Equity Security Interests upon objection by Viansa,the Trust, or any other party in interest with standing to bring such objection or proceeding;

C.             To determine the extent, validity and priority of any lien asserted against any Assets of the Viansa Estate, or any lienasserted against Viansa arising prior to the Effective Date; 

D.             To construe and take any action to enforce this Plan, the Confirmation Order, and any other order of the Bankruptcy Courtissued in this Case; to issue such orders as may be necessary for the implementation, execution, performance, and consummationof this Plan, the Confirmation Order, and all matters referred to in this Plan, the Confirmation Order; and to determine all mattersthat may be pending before the Bankruptcy Court in this Case on or before the Effective Date with respect to any person or entityrelated thereto;

E.             To resolve any dispute regarding the implementation, execution, performance, consummation, or interpretation of this Planor the Confirmation Order;

F.              To determine, to the extent necessary, any and all Professional Fee Applications;

G.             To determine any and all Administrative Claims;

H.             To determine motions, filed before the Effective Date, for the rejection, assumption, or assignment of any executory contractsor unexpired leases not otherwise assumed or rejected under this Plan, as well as the allowance of any Claims resulting therefrom;

I.               To determine all applications, motions, adversary proceedings, contested matters, and any other litigated matters relatingto this Case and instituted during the pendency of this Case, whether before, on, or after the Effective Date;

J.               To determine such other matters and for such other purposes as may be provided in the Confirmation Order.

K.             To modify this Plan under Section 1127 of the Bankruptcy Code in order to remedy any apparent defect or omission in thisPlan or to reconcile any inconsistency in this Plan such as may be necessary to effectuate its expressed intent and purpose;

L.             Except as otherwise provided in this Plan or the Confirmation Order, to issue injunctions or to take such other actionsor make such other orders as may be necessary or appropriate to restrain interference with this Plan or the Confirmation Order,or to facilitate the execution or implementation by any person or entity of this Plan or the Confirmation Order;

M.           To issue such orders in aid of consummation of this Plan or the Confirmation Order, notwithstanding any otherwise applicablenon-bankruptcy law, with respect to any person or entity, to the fullest extent authorized by the Bankruptcy Code or the BankruptcyRules; and

N.             To enter a final decree closing this Case.

**XIII.****      CHANGES IN RATES SUBJECT TO REGULATORY COMMISSION APPROVAL**

Viansais not subject to governmental regulatory commission approval of its rates.

**XIV.****      MISCELLANEOUS ISSUES REGARDING PLAN DISTRIBUTIONS**

**A.              Unclaimed Property.**

Any distribution to be distributedto any Claimant under this Plan shall be forfeited to the Trust unless claimed by the Claimant before the later of: (i) one (1)year after the Confirmation Date; or (ii) sixty (60) days after an order allowing that Claimant’s Claim becomes a final order.

**B.            De Minimus Cash Distributions.**

Notwithstanding anything to thecontrary in this Plan, no cash distributions shall be made on account of any Allowed Claim if the cash distribution amount is lessthan $5.00. Holders of Allowed Claims who would otherwise be entitled to a distribution in an amount of less than $5.00 shall receiveno distribution on account of such Allowed Claim because the value of such Allowed Claim would be de minimus and the administrativecosts associated with processing and mailing the distribution to the holder of such Allowed Claim would likely exceed the amountof the distribution.

**XV.****         EFFECT OF CONFIRMATION OF THIS PLAN**

**A.              ****Discharge.**

On the Effective Date, Viansa will be dischargedof liability for payment of debts incurred prior to the Confirmation Date as provided in § 1141(d) of the Bankruptcy Code;however, liabilities or obligations imposed by this Plan will not be discharged .

**B.              ****Revesting of Property in the Reorganized Debtor.**

Except as provided elsewhere in this Plan,Confirmation will revest all Assets of the Viansa Estate in Reorganized Viansa.

**C.              ****Default.**

Except as otherwise provided herein orin the Confirmation Order, in the event that the Trust shall default in the performance of any of its obligations under the Planand shall not have cured such a default within thirty (30) days after receipt of written notice of default from the creditor towhom the performance is due, then the entity or individual to whom the performance is due may pursue such remedies as are availableat law or in equity. An event of default occurring with respect to one claim shall not be any event of default with respect toany other claim.

**D.              ****Modification of Plan.**

Viansa may modify this Plan at any timeprior to Confirmation, subject to the requirements of Fed. R. Bankr. P. 3019(a).

Viansa or the Trust, as the case may be,may seek to modify this Plan at any time after the Confirmation Date only if: (1) the Plan has not been substantially consummated;and (2) the Bankruptcy Court authorizes the proposed modifications after notice and a hearing.

**E.              ****Dissolution of Committee.**

On the Effective Date, the Committee,to the extent that it serves as the Official Unsecured Creditors’ Committee in the Viansa Case, shall be dissolved and itsmembers shall be released and discharged from all rights and duties arising from or relating to the Viansa Case.

**F.               ****Post-Confirmation Status Report.**

Within 120 days of theentry of the Confirmation Order, the Trust will file a Post-Confirmation Status Report with the Bankruptcy Court, reporting asto the progress that has been made in the implementation and consummation of the confirmed Plan. The Post C onfirmation StatusReport shall be served upon the United States Trustee, counsel for the Committee7,and the Post-Effective Date Notice Parties. The Trust will file further Post Confirmation Status Reports every 120 days, consecutively,and serve such further Post

 Confirmation Status Reports on the same parties. The obligation to file post-confirmation status reportsshall terminate upon the entry of the Final Decree, which may be requested by the Trust at any time after the Effective Date.

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**G.             ****Post-Confirmation Conversion/Dismissal.**

Any creditor or party in interest may bringa motion to convert or dismiss the Case under § 1112(b) after Confirmation if there is a default in the performance underthis Plan. If the Bankruptcy Court orders the Case converted to Chapter 7 after Confirmation, then all of the assets that havebeen transferred to the Trust and that had not yet been disbursed pursuant to the terms of this Plan, will be automatically transferredto the newly-created Chapter 7 estates. The automatic stay will be reimposed with respect to such assets, but only to the extentthat relief from stay was not previously authorized by the Bankruptcy Court during the Case. Notwithstanding the foregoing, alltransfers to the successful bidder shall be deemed final and irrevocable and not subject to reversion to the Estate in the eventof conversion to Chapter 7 or dismissal of the Case.

**H.****             Revocation of Confirmation Order.**

The Confirmation Order may be revoked bythe Bankruptcy Court solely upon a finding by the Bankruptcy Court that the Confirmation Order was procured by fraud, and if theparty seeking its revocation brings an adversary proceeding within 180 days after the Confirmation Date.

**I.                ****Final Decree.**

Once the Viansa Estate has been fully administeredas contemplated by Bankruptcy Rule 3022, then the Trust will file a motion with the Court to obtain a final decree to close theViansa Case. After the Effective Date, the Trust will be responsible for timely payment of all fees incurred pursuant to 28 U.S.C.§ 1930(a)(6) through the closing of the Viansa Case.

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**XVI.****      REQUEST FOR FINDING OF FAIR AND EQUITABLE TREATMENT OF IMPAIRED CLASSES**

Pursuant to Section 1129(b) of the BankruptcyCode, Viansa, as the proponent of this Plan, hereby request that the Bankruptcy Court find that the provisions of this Plan providefair and equitable treatment to those Classes which are impaired under this Plan and who elect not to accept the Plan, and thatthe Bankruptcy Court confirm this Plan notwithstanding the requirement of Section 1129(a)(8) of the Bankruptcy Code as to suchClasses.

DATED this______ day of October,2007.