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

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

KRIKOR J. MESHEFEJIAN (Calif. Bar No. 255030) kjm@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 Debtor and Debtor-in-Possession*

 

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 Debtor and Debtor-in-Possession*

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF NEVADA

 

** **

**ORDER CONFIRMING 360 GLOBAL WINECOMPANY, INC.’S**

**PLAN OF REORGANIZATION**

 

 

 

On December 16, 2008, at 2:00 p.m.in the above-referenced Bankruptcy Court, a hearing was held (the “Confirmation Hearing”), to consider final approvalof the Disclosure Statement, and confirmation of the Plan of Reorganization (the “Plan”), proposed by 360 Global WineCompany, Inc. (the “Debtor”), debtor and debtor in possession in the above-referenced Chapter 11 bankruptcy case. Appearanceswere as set forth on the Court’s record.

The Court, having considered theDisclosure Statement, the Plan (as modified), Memorandum of Points and Authorities in Support of Confirmation of the Plan (the“Confirmation Memo”), the Declarations of A. John A. Bryan, Jr. and Martin J. Brill in Support of the Plan; Objections(“Objections”) to the Plan filed by the Nevada Department of Taxation; the Official Committee of Unsecured Creditors(“Committee”), General Electric Company and Gryphon Master Fund I, LP’s Joinder to the Committee’s Objection(the “Joinder”); the Debtor’s Replies to the Objections of the Official Committee of Unsecured Creditors andGeneral Electric Company; the Stipulation entered into between the Debtor and the Nevada Department of Taxation thereby withdrawingthat Objection; and the Stipulation (the “Stipulation”), entered into between the Debtor and Gryphon Master Fund I,LP; the Committee having withdrawn its Objection, and Gryphon Master Fund I, LP having withdrawn its Joinder to the Committee’sObjection; proper notice of Plan confirmation and the hearing on Plan confirmation having been provided; the entire record in thisbankruptcy case; the statements and representations of counsel at the hearing on Plan confirmation; having made its findings offact at the Confirmation Hearing as provided in the Court’s record that the Plan complies with all applicable provisionsof Sections 1122, 1123 and 1129 of the Bankruptcy Code; and good cause appearing therefor:

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**IT IS HEREBY ORDERED AS FOLLOWS:**

	1.	The Court grants final approval of the DisclosureStatement, as modified, pursuant to 11 U.S.C. § 1125.

	2.	All objections to the Plan which have not been withdrawnare hereby overruled.

	3.	The Plan as modified pursuant to the ConfirmationMemo, a copy of which is attached hereto as Exhibit “A”, is hereby confirmed pursuant to Sections 1129(a) and 1129(b)of the Bankruptcy Code.

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

	5.	Notwithstanding anything to the contrary under Section1141 of the Bankruptcy Code, upon the Effective Date of the Plan:

	a.	The provisions of thePlan and this Confirmation Order shall be binding on the Debtor, any entity issuing securities under the Plan, any entity acquiringproperty under the Plan, and any Creditor or Equity Security Holder of the Debtor, whether or not the Claim or Interest of suchCreditor or Equity Security Holder is impaired under the Plan and whether or not such Creditor or Equity Security Holder has acceptedthe Plan;

	b.	The Debtor is dischargedof liability for payments of debts incurred prior to the Confirmation Date as provided in § 1141(d) of the Bankruptcy Code,except for liabilities or obligations imposed by the Plan;

	c.	All payments and distributionsshall be made as required under the Plan;

	d.	Unless otherwise indicatedin the Plan, property dealt with by the Plan shall be free and clear of all Claims and Interests of Creditors and Equity SecurityHolders of the Debtor;

	e.	Global shall createthe Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims pursuant tothe Plan, and the Liquidating Trust Agreement shall be executed by the parties to the Liquidating Trust Agreement;

	f.	Global and/or the Committeeshall be deemed to have transferred all of Global’s rights to prosecute the Assigned Litigation to the Global Trust to collectand prosecute for the benefit of Creditors of Global;

	g.	All Assigned Litigationand the right to assert objections to Claims, including rights of offset, as set forth in the Plan, shall be transferred to, andvested in, the Global Trust free and clear of all liens, Claims, encumbrances and other interests. Reorganized Global shall retainno interest in such property, Claims, rights, and causes of action transferred to the Global Trust;

	h.	All executory contractsand unexpired leases that have not previously been rejected are deemed rejected by Global, and such rejection is approved by thisCourt. Any Claims for damages arising from the rejection of any executory contracts and unexpired leases shall be filed and servedno later than the Administrative Claims Bar Date, and any objections to the allowance of such Claims shall be filed and servedno later than the Claims Objection Deadline.

	6.	Notwithstanding anything to the contrary under Section1141 of the Bankruptcy Code, after the Effective Date of the Plan:

	a.	The Global Trust may use, acquire, sell or otherwisedispose of the property it acquires in accordance with the Plan and the Liquidating Trust Agreement without supervision of, orapproval by, the Bankruptcy Court or the United States Trustee and free of any restrictions in the Bankruptcy Code, the FederalRules of Bankruptcy Procedure or Local Bankruptcy Rules.

	b.	All Claims, rights and causes of action of Globaland its Estate shall be filed and prosecuted in the name of the Global Trust.	

	7.	The interests in the Global Trust are non-transferableand non-assignable other than to successors in interest, or by will, the laws of descent and distribution, or by operation of law.

	8.	On and after the Effective Date, no action or proceedingmay be commenced or continued by any entity holding a pre-Confirmation Claim, other than the Global Trust, in any court or othertribunal, other than the Bankruptcy Court, against Global, Reorganized Global, the Global Trust, the Global Trustee, or any oftheir officers, employees, professionals, agents or representatives, without the prior approval of the Bankruptcy Court pursuantto a final order.

	9.	On and after the Effective Date, no act to collector recover from, or offset against, or to create, perfect or enforce any right, claim, interest or remedy by any entity, otherthan the Global Trust, against Global, Reorganized Global, the Global Trust, the Global Trustee or any of their officers, employees,professionals, agents or representatives on account of a pre-Confirmation Claim, may be taken without the prior approval of theBankruptcy Court in a final order.

	10.	This Confirmation Order shall enjoin the prosecution,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.

	11.	Upon the entry of this Confirmation Order, any andall Claims of this Estate against Gryphon shall be released.

	12.	Pursuant to Rule 3003(c)(2) of the Federal Rulesof Bankruptcy Procedure, any Claims that the Debtor scheduled as disputed, contingent or unliquidating, for which a proof of Claimwas not timely filed, are disallowed in their entirety and shall not receive any distribution under the Plan.

	13.	The Court will retain jurisdiction over the Caseto resolve any objections to Claims which are filed after the Effective Date or which are filed prior to the Effective Date butwhich are not resolved to final order prior to the Effective Date. This Confirmation Order shall not be res judicata, collateralestoppel, or other bar to Reorganized Global’s, the Global Trust’s or other parties’ in interest, right to objectto such Claims after the Effective Date.

	14.	As of the Effective Date, all entities that haveheld, currently hold or may hold a Claim or other debt or liability that is discharged or an interest or other right of an EquitySecurity Holder that is impaired pursuant to the terms of this Plan are permanently enjoined from taking any of the following actionsagainst Global, the Global Estate, the Committee, the Global 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 actionor other proceeding; (ii) enforcing, attaching, collecting or 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 kindagainst any debt, liability or obligation due to Global and (v) commencing or continuing any action in any manner, in any placethat does not comply with or is inconsistent with the provisions of this Plan.

15.	Nothing contained in the Plan orthis Confirmation Order shall affect the rights or defenses of General Electric Company in that presently pending Adversary Proceedingcommenced by Andrea A. Wirum, Liquidating Trustee of the Estate of 360 Viansa, LLC, in the action entitled “Andrea A. Wirum,Liquidating Trustee of the Estate of 360 Viansa, LLC v. General Electric Company,” Adversary Proceeding No. 08-5147 pendingin this Court.

16.	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.

17.	The Debtor is hereby authorizedto take all steps necessary to implement and consummate the provisions of the Plan.

18.	Reorganized Global’s NewCommon Stock to be issued pursuant to the Plan on and after the Effective Date need not be registered under the Securities Actor any state or local securities laws, except as provided in the Plan.

19.	The Board of Directors of ReorganizedGlobal is hereby authorized to amend the Articles of Incorporation and Bylaws as described in the Plan.

20.	Within 120 days of the entry ofthis Confirmation Order, the Global Trust shall 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.

21.	Once the Debtor’s estatehas been fully administered in accordance with rule 3022 of the Federal Rules of Bankruptcy Procedure, the Global Trust shall filea motion to obtain a final decree closing the Case. The Global Trust shall be solely responsible for the timely payment of allfees incurred pursuant to 28 U.S.C. Section 1930(a)(6) until the entry of a final decree closing this Case.

22.	Any conflict between the termsof this Order and the Plan shall be resolved in favor of this Order.

23.	Any issue not addressed in thisOrder but addressed in the Plan shall be resolved pursuant to the terms of the Plan.

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24.	ThisOrder shall be effective upon entry and the ten day stay provided for under Rule 3020(e) of the federal Rules of Bankruptcy Procedureshall not be applicable.	

Dated: December 19, 2008

Submitted By:

 

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

 

 

By: *___/s/ Martin J. Brill*_________________

BRUCE T. BEESLEY, ESQ.	

Nevada Bar No. 1164	

LEWIS AND ROCA LLP	

50W. Liberty Street, Ste. 410	

Reno,NV 89501	

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

 

MARTIN J. BRILL, ESQ.

DAVID B. GOLUBCHIK, ESQ.

KRIKOR J. MESHEFEJIAN, ESQ.

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

10250 Constellation Blvd., Suite 1700

Los Angeles, CA 90067

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

 

 

**APPROVED:**

 

 

By: _________________________

DENNIS D. MILLER, ESQ.

STEIN & LUBIN LLP

600 Montgomery Street, 14th Floor

San Francisco, CA 94111

 

Cecelia L. Lee, Esq.

Cecelia L. Lee, Ltd.

510 W. Plumb Lane, Suite A

Reno, NV 89509

**Counsel for General Electric Company**

 

EXHIBIT A

 

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 Debtor and Debtor-in-Possession*

 

Bruce T. Beesley (NV Bar No. 1164) bbeesley@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 Debtor and Debtor-in-Possession*

 

**UNITED STATES BANKRUPTCY COURT**

**DISTRICT OF NEVADA**

 

360GLOBAL WINE COMPANY, INC.’S DISCLOSURE STATEMENT 

ANDPLAN OF REORGANIZATION, AS MODIFIED

 

I.                         INTRODUCTION

1.              	360 Global Wine Company, Inc., a Nevada corporation (“Global” or “Debtor”), is the debtor anddebtor in possession in the above-captioned Chapter 11 bankruptcy case (the “Case”). On March 7, 2007 (“PetitionDate”), the Debtor commenced the Case by filing a voluntary Chapter 11 petition 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. Aplan of reorganization may provide for a debtor to reorganize by continuing to operate, to liquidate by selling assets of theestate, or a combination of both. This Plan of Reorganization (the “Plan”), which is proposed by Global, is a reorganizationplan. This Plan proposes to reorganize the Debtor by issuing its securities and distributing proceeds from the recovery of AssignedLitigation to Creditors in full satisfaction of their Claims in a manner which preserves the Debtor’s substantial financialand nonfinancial attributes and allows Creditors and Interest Holders to participate in the Reorganized Debtor’s futureoperations.

Allholders of Claims are encouraged to read this Plan and Disclosure Statement in its entirety before voting to accept or rejectthe Plan. No materials, other than this Plan and Disclosure Statement and the Exhibits and Schedules attached hereto and referencedherein, have been approved by the United States Bankruptcy Court for the District of Nevada for use in soliciting acceptancesor rejections of this Plan.

 

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

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

Forthe purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwisedefined shall have the meanings ascribed to them in this Article II. Any term used in this Plan that is not defined herein, butis defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to such term in the Bankruptcy Codeor the Bankruptcy Rules, in that order of priority. Throughout this Plan, the use of the masculine, feminine, neuter, plural,or singular shall be understood to include each of the others as the context may reasonably dictate. As used in this Plan, thefollowing 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 Global (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 Global 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 Global 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..

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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 and Allowed Claim.

1.7          **Allowed Professional Fees**. The amount of fees and costs incurred by professionalsengaged by Global or the Committee in connection with the Global 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      **Assigned Litigation**. All claims and causes of action which may be brought by,or on behalf of, Global against (a) Global’s former management and directors; (b) any third parties pursuant to §§510, 542, 543, 544, 545, 547, 548, 549, 550, and 553(b) of the Bankruptcy Code (excluding Gryphon); and (c) Global’s Directors’and Officers’ insurance carrier.

1.11      **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. 

1.12      **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. 

1.13      **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. 

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

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

1.16      **Carve-Out**. The sum of $250,000 for the payment of Allowed Professional Feesof the Debtor’s professionals (including the CEO/CRO Administrative Claim) and the Allowed Professional Fees of the Committee’sprofessionals for the Case, derived from the sale of the Texas Property. 

1.17      **Case**. This Chapter 11 bankruptcy case is designated case no. 07-50205-GWZ. 

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

1.19      **Cash Collateral Order**.**** The Final Stipulated Order (I) Authorizing Useof Cash Collateral; (II) Providing Adequate Protection Under 11 U.S.C. §§ 361 and 363 and (III) Granting Related Reliefentered by the Bankruptcy Court on June 7, 2007 as Docket No. 357 in the Case. 

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

1.21      **CEO/CRO Administrative Claim.**	The Administrative Claim of A. John A. Bryan,Jr., the Debtor’s Chief Executive Officer and Chief Restructuring Officer for accrued and unpaid salary and expenses incurredduring the Case.

1.22      **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.

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

1.24      **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.

1.25      **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 IV of this Plan: 

1.26      **Committee**. The Official Committee of Unsecured Creditors appointed in this Caseon April 27, 2007, as reflected in Docket No. 187 in the Case.

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

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

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

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

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

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

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

1.34      **Debtor**. 360 Global Wine Company, Inc., a Nevada corporation.

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

1.36      **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 Case.

1.37      **Disclosure Statement**. This Disclosure Statement prepared by Global as requiredby § 1125 of the Bankruptcy Code.

1.38      **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.

1.39      **Distribution**. Any distribution by Global, the Global Trustee or ReorganizedGlobal, to any Class, Claimant or Creditor.

1.40      **Effective Date.** The first Business Day that is at least eleven (11) days afterthe Confirmation Date and on which no stay of the Confirmation Order is in effect.

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

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

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

1.44      **General Unsecured Claims**.	 An Allowed Claim against Global that is not securedby a charge against, or an interest in, any of Global’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.

1.45      **Global**. 360 Global Wine Company, Inc., a Nevada Corporation, which is the Debtorin this Case.

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

1.47      **Global Trust.** The Liquidating Trust of the Global Estate which will be createdon the Effective Date for the benefit of Creditors of the Estate.

1.48      **Gryphon**. Gryphon Master Fund, L.P.

1.49      **Gryphon Secured Claim**. Pursuant to the Settlement Agreement, Gryphon’sSecured Claim against the Texas Real Property was limited to $750,000.

1.50      **Laurus**. Laurus Master Fund, Ltd.

1.51      **Laurus Secured Claim.** The Secured Claim of Laurus.

1.52      **New Common Stock.** The common stock of Reorganized Global issued on or afterthe Effective Date.

1.53      **Petition Date**. March 7, 2007, the date on which the Debtor filed its voluntaryChapter 11 petition commencing this Case.

1.54      **Plan.** This Plan of Reorganization proposed by Global.

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

1.56      **Post-Effective Date Notice Parties**. Any parties who have requested special noticepost-Effective Date. 

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

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

1.59      **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 Global Estate.

1.60      **Reorganized Global**. Global, following the occurrence of the Effective Date ofthis Plan.

1.61      **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.

1.62      **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.

1.63      **Settlement Agreement** The settlement agreement among the Debtor, Viansa, Gryphon,Croesus and Laurus approved by order of the Bankruptcy Court entered on November 6, 2007 as Docket No. 547.

1.64      **Texas Property**. That certain real property owned by Global, known as Cold SpringsGranite Quarry located in the City of Granite Shoals, Burnet County, Texas.

1.65      **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.

1.66      **Viansa.** 360 Viansa, LLC, a Nevada Limited Liability Company, formerly ownedby Global and which was the subject of its own chapter 11 case filed concurrently with this Case.

1.67      **Viansa Case.** Viansa’s chapter 11 bankruptcy case, designated as case no.07-50206-GWZ, confirmed by order of the Bankruptcy Court entered on December 21, 2007.

1.68         **Viansa Trust**. The Liquidating Trust of the Viansa estate, which was createdon the Effective Date of Viansa’s Plan for the benefit of Creditors of Viansa.

 

**B.	Exhibits.**

AllExhibits to this Plan are incorporated into and are a part of this Plan and Disclosure Statement as if set forth in full herein.

**III.****           GLOBAL’S BACKGROUND AND OPERATING HISTORY**

TheDebtor was incorporated in the State of Nevada on October 8, 2002. On August 1, 2003, the Debtor completed a reverse acquisitionof Tech-Net Communications, Inc., a Nevada corporation that was incorporated on May 15, 2000. Following the reverse acquisition,the Debtor changed the name of Tech-Net Communications, Inc. to “Knightsbridge Fine Wines, Inc.” Effective February15, 2005, the Debtor changed its name from Knightsbridge Fine Wines, Inc. to “360 Global Wine Company.” Global isa public company whose stock trades under the symbol “TSIXQ”.

Global’sOperating History prior to the Petition Date is described in the Omnibus Statement of Facts in Support of First Day Motions filedon March 9, 2007, a copy of which is attached hereto as Exhibit “1.” As discussed in more detail therein, Global andits operating subsidiary, Viansa, experienced a significant financial crisis derived, in part, from their dispute with KirklandKnightsbridge, LLC (“KKLLC”), with whom Global entered into a joint venture in 2004. KKLLC filed for bankruptcy protectionin September of 2006, at which time KKLLC was in possession of substantial inventory of Viansa. Without access to this inventory,Viansa was unable to ship the wines to its wine club members. As a result, its revenues declined precipitously and Viansa wasunable to service its debt with Laurus. Shortly prior to the Petition Date, Laurus sent a notice of default to Viansa and Globaland called its loan due. Viansa and Global commenced their bankruptcy cases in order to protect the value of their assets.

**IV.	GLOBAL’SBANKRUPTCY CASE**

OnMarch 7, 2007 (the “Petition Date”), Global and Viansa each filed a voluntary petition for relief with the BankruptcyCourt under the Bankruptcy Code. On March 23, 2007, this Court issued an Order granting joint administration of the two cases.

Shortlyafter the Petition Date, KKLLC filed its motion to transfer venue of the cases to Northern District of California, Santa RosaDivision. The Debtors, as well as numerous creditors, opposed the motion, which was eventually denied by this Court.

TheCommittee was appointed in both of the cases on April 23, 2007.

OnJune 27, 2007 the Bankruptcy Court entered the Laurus Cash Collateral Order and the DIP Order, and on July 27, 2007 the BankruptcyCourt entered the Gryphon Cash Collateral Order. Pursuant to these orders, the Debtors continued to operate pursuant to termsapproved by Croesus, Laurus, Gryphon, and the Bankruptcy Court until confirmation of Viansa’s Plan of Reorganization.

TheDebtors sought and obtained Bankruptcy Court approval of a settlement with KKLLC, which was approved by order entered on August16, 2007. Pursuant to the settlement, all litigation (including appeals) between the Debtors and KKLLC has been dismissed. Inaddition, Viansa obtained a turnover of its wine inventory (and related items) which was maintained in KKLLC’s possessionto the exclusion of Viansa. KKLLC was allowed General Unsecured Claims in this Case totaling $10 million as part of the settlement.

TheDebtors engaged Gordian Financial Services to assist with marketing Viansa’s business; and Global employed Capital CitySotheby’s International Realty to assist with the marketing of the Texas Property.

TheCommittee engaged BBK, Ltd. as its financial advisor in connection with the two bankruptcy cases.

TheDebtor retained The Hall Group as its auditor by Order entered June 6, 2007 and retained Sichenzia Ross Friedman Ference LLP asits special SEC counsel by Order entered October 15, 2007.

ByBankruptcy Court Order entered on March 25, 2008, the Debtor sold the Texas Property to the City of Granite Shoals and the ChristRedeemer Fellowship for the aggregate sale price of $3,200,000.

OnMarch 27, 2008, the Bankruptcy Court entered its Order Granting the Motion of the Official Committee of Unsecured Creditors forAuthority to Pursue Claims on Behalf of the Debtor’s Estate, whereby the Committee was authorized to pursue claims and causesof action of the Debtor against its officers, directors and shareholders.

By Bankruptcy Court order entered on July30, 2008, the Bankruptcy Court approved a settlement with certain Creditors whereby their Claims against the Debtor, includingany possible Administrative Claims, were resolved by the allowance of a total of $375,000 in General Unsecured Claims in favorof those Creditors.

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

Global’sprimary asset consisted of the Texas Property, which was sold pursuant to Bankruptcy Court Order on March 25, 2008 for $3,200,000.00.The proceeds of sale were primarily used to pay costs of sale, Secured Claims including the Gryphon Secured Claim, as well asto fund the Carve Out. A detailed description of Global’s assets as of the Petition Date is set forth in Global’sAmended Schedules filed on May 11, 2007.

Claimsasserted against Global are listed in Exhibit “2” attached hereto, which exhibit lists all Claims scheduled by Globalin its bankruptcy schedules and all Claims filed with the Bankruptcy Court. Pursuant to Rule 3003(c)(2) of the Federal Rules ofBankruptcy Procedure, those Creditors whose Claims were scheduled as disputed, contingent or unliquidated and who did not timelyfile a proof of Claim shall not be treated as Creditors for purposes of voting or distribution under this Plan. All such Creditorsare listed on Exhibit “2” as having a Claim in a zero amount. All of Global’s Secured Claims of Croesus, Laurusand Gryphon have been satisfied by the sale of the Texas Property or by the confirmation of Viansa’s plan of reorganization.As a result of the sale of the Texas Property for less than the liens against it, Gryphon claims an unsecured deficiency Claimof approximately $5.9 million. General Unsecured Claims aggregate approximately $20 million. There are filed priority Tax Claims(which the Debtor disputes) totaling approximately $210,000. The total pre-petition Claims asserted are approximately as follows:

 

Inaddition, Global has incurred amounts due to professionals hired in the Case as set forth in Section VII.B.1. herein.

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

Thisis a reorganization Plan. The Reorganized Debtor will continue with its operations after Confirmation as a publicly-held companyengaged in the business of strategic business acquisitions. The Carve-Out will be used to pay the CEO/CRO Administrative Claimand Allowed Professional Fees on a pro rata basis, with the balance of these Claims to be paid from the recovery of the AssignedLitigation, which will be pursuant by the Global Trust. In addition, these Claimants will share in a pro rata distribution of3,750,000 shares of the New Common Stock. Priority Tax Claims (if any) will either be paid in Cash on Confirmation or will receivedeferred cash payments over a five (5) year period from the Petition Date. Class 4 General Unsecured Creditors will receive forpro rata distribution 1,000,000 shares of New Common Stock and the Class 5 General Unsecured Creditor will receive 50,000 sharesof New Common Stock. Class 6 equity security holders will receive 100,000 shares of New Common Stock for pro rata distribution.

 

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

** **

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

Asrequired by the Bankruptcy Code, this Plan classifies Claims and interests in various Classes according to their right to priority.This Plan states whether each Class is either impaired or unimpaired, and proposes the treatment that each Class will receive.

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

Certaintypes of Claims are not placed into voting Classes; instead they remain unclassified. These Claims are not considered impairedand are therefore not entitled to vote on this Plan because they are automatically entitled to specific treatment provided forthem in the Bankruptcy Code. As such, Global has not placed the following Claims in a Class:

1.                **Administrative Claims**.

AdministrativeClaims are claims for costs or expenses of administering the Case that are allowed under Bankruptcy Code § 507(a)(2). TheBankruptcy Code requires that all Administrative Claims be paid on the Effective Date unless a particular holder of an AdministrativeClaim agrees to a different treatment. Unpaid Administrative Claims include the CEO/CRO Administrative Claim, estimated to beapproximately $550,000 at Confirmation.

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 feesmay become due and payable. Global estimates that the total Allowed Professional Fees will be in the range of $850,000 to $910,000.

AllAllowed Professional Fees and the CEO/CRO Administrative Claim will receive an initial distribution on a pro rata basis from theCarve-Out on the later of the (a) Effective Date; and (b) date of entry of the order allowing the professional fees and costs.

Professionalsemployed by Order of the Court and the estimated amounts of their fees as of Confirmation1 are as follows:

 

 

Inaddition to a pro rata distribution of the Carve-Out, a pro rata distribution of 3,750,000 shares of New Common Stock will bemade to professionals and the CEO/CRO based upon the total amount of the CEO/CRO Administrative Claim and the Allowed ProfessionalFees. The unpaid balance of such fees after distribution of the Carve-Out shall be paid on a pro rata basis from the proceedsof the Assigned Litigation.

Requirementof Court Approval of Fees: The Court must rule on all fees of professionals listed above before such fees will become AllowedAdministrative Claims. For all fees except Clerk’s Office fees and U.S. Trustee fees, the professional in question mustfile and serve a properly noticed fee application, and the Court must rule on the application. Only Allowed Professional Feeswill be eligible to be paid under this Plan.

2.    **Priority Tax Claims**.

TheBankruptcy Code requires that each holder of a Priority Tax Claim receive the present value of such Claim in deferred Cash payments.Except as otherwise allowed by the Bankruptcy Court, holders of Priority Tax Claims shall not be entitled to receive any penaltieswith respect to or arising in connection with such Claims and such penalties shall be treated as General Unsecured Claims.

Globalbelieves that the Priority Tax Claims will not exceed the sum of $5,000.00. Priority Tax Claims filed by the IRS and the CaliforniaFranchise Tax Board were filed as estimated Claims since the Debtor had not filed its Federal or State tax returns by the PetitionDate. The Debtor has filed its Federal and State income tax returns, which show no income taxes owing to either the IRS or theFranchise Tax Board.

Atthe option of Reorganized Global, Allowed Priority Tax Claims shall be paid either (1) in cash on the Effective Date; or (2) deferredcash payments, in equal quarterly installments, over the period ending five (5) years from the Petition Date, with interest toaccrue at the federal interest rate as set forth in 26 U.S.C. § 6621(a)(2), which is 5% per annum as of September 30, 2008(or such other interest rate as agreed to by Global 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 Global, suchdeferred payments may be prepaid, in whole or in part.

**C.              Classified Claims and Interests.**

1.      **Class 1** consists of the Allowed Claims of holders of statutory liens, other than PriorityTax Claims, but including Secured Claims for real or personal property taxes. Global believes that there are no such Claims sinceall of its tangible assets have been liquidated. 

2.      **Class 2** consists of the Laurus Secured Claim. Upon the closing of the Texas Real Propertysale, Laurus’ Secured Claim was paid in full from the proceeds of the sale in accordance with the Settlement Agreement. Class2 is therefore not impaired under this Plan.

3.      **Class 3** consists of the Gryphon Secured Claim. Upon the closing of the Texas Real Propertysale, the Gryphon Secured Claim was paid in full from the proceeds of sale in accordance with the Settlement Agreement. Class 3is therefore not impaired under this Plan.

4.**	Class4** consists of all General Unsecured Claims, except for the Class 5 Claim of KKLLC. Global estimates that such General UnsecuredClaims total approximately $15 million. Class 4 shall receive for pro rata distribution 1,000,000 shares of New Common Stock.In addition, Class 4 shall receive for pro rata distribution any net recovery obtained from the Assigned Litigation after paymentof unpaid Administrative Claims and unpaid Priority Tax Claims. Class 4 is impaired under this Plan.

5.	**Class5** consists of the KKLLC Subordinated Claim in the sum of $5 million. Class 5 shall receive 50,000 shares of New Common Stockin full satisfaction of the Class 5 Claim. Class 5 is impaired under this Plan.

6.**	Class6**consists of Equity Security Interests in Global. The existing common stock of Global shall be canceled and Class 6 shallreceive for pro rata distribution 100,000 shares of New Common Stock. The record date for stock ownership for such distributionshall be December 1, 2008. Class 6 is impaired under this Plan.

 

**VIII.	MEANSOF IMPLEMENTATION OF PLAN**

 

**A.             Funding for the Plan.**

ThePlan will be funded from the Carve-Out, the pursuit of the Assigned Litigation and the issuance to Creditors and Equity Securityinterest holders of New Common Stock.

 

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

ReorganizedGlobal will continue to be a publicly-held Nevada corporation in good standing with the Secretary of State. A. John A. Bryan,Jr. shall continue as Chief Executive Officer of Reorganized Global after the Effective Date. Mr. Bryan shall receive a salaryof $150,000 per annum, which salary may accrue, but not be converted to securities of the Reorganized Debtor. Any accrued salaryshall only be paid to Mr. Bryan upon a liquidity event for the Reorganized Debtor. The board of directors of the Reorganized Debtorshall consist of Anthony Bryan and Michael Jeub. In addition, the Global Trust will be created for the benefit of Administrative,Priority Tax Claimants, and the General Unsecured Creditors in Class 4 and will be funded initially by the delivery to the GlobalTrust of 100,000 shares of New Common Stock.

 

1.	Creationof the Trust.

Onthe Effective Date, Global shall create the Global Trust for the benefit of holders of Administrative Claims, Priority Tax Claimsand Class 4 Allowed Claims pursuant to the Plan, and the Liquidating Trust Agreement shall be executed by the parties to the LiquidatingTrust Agreement. The Global Trust will be funded initially by the delivery to the Global Trust of 100,000 shares of New CommonStock. The Global Trust shall be a creditors’ liquidatingtrust for all purposes, including Treasury Regulations Section 301.7701-4(d). The Global Trust will be organized for the purposeof collecting and distributing to Creditors the Assigned Litigation of Global and its Estate with no objective to continue orengage in the conduct of a trade or business. As more fully set forth below, and except as set forth below, on the Effective Date,Global and/or the Committee shall be deemed to have transferred all of Global’s rights to prosecute the Assigned Litigationto the Global Trust to collect and prosecute for the benefit of Creditors of Global. The Global Trust shall receive, liquidateand distribute the New Common Stock received by it and the recoveries on the claims, rights and causes of action of Global andits Estate in accordance with the Plan and the Liquidating Trust Agreement as promptly as is reasonably practicable, in an expeditiousbut orderly manner. The Global Trust is not a successor of Global for purposes of incurring its liabilities. To the extent thereare any inconsistencies between the Plan and the Global Trust, the terms of the Plan shall prevail.

 

2.	Appointmentof the Liquidating Trustee.

TheLiquidating Trustee (the “Global Trustee”) of the Trust shall be Laurens Nuyens. Mr. Nuyens has a Masters in GeneralManagement (M.B.A. program) from Vlerick Leuven Ghent Management School in Ghent, Belgium and a Bachelors Degree in Economicsand Business from Kalamazoo College. He has worked for Makro Belgium, a multinational Corporation, and, as an independent contractorfor The Watley Group, was a consultant to the CEO of Viansa. Mr. Bryan is the managing member of The Watley Group and is Mr. Nuyen’sbrother-in-law. The Global Trustee shall administer the Liquidating Trust pursuant to the Plan and the Liquidating Trust Agreement,and in accordance with guidelines set forth by the Ninth Circuit Bankruptcy Appellate Panel in In Re Consolidated Pioneer MortgageEntities, 248 B.R. 368 (9th Cir. B.A.P. 2000). The Global Trustee shall act in accordance with the Plan and theLiquidating Trust Agreement. The Global Trustee shall perform all of the obligations of the Global Trustee under the Plan andthe Liquidating Trust Agreement. The Global Trustee shall serve for the duration of the Global Trust, subject to earlier death,resignation, incapacity or removal as provided in the Liquidating Trust Agreement. The Global Trustee shall serve without anybond. The Global Trustee shall receive as compensation three percent (3%) of the funds recovered by the Global Trust. The GlobalTrustee shall act in accordance with the Plan and the Liquidating Trust Agreement.

 

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

Onthe Effective 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 Global Trust free and clear of all liens, claims, encumbrances and otherinterests. All property, claims, rights, and causes of action received or held by the Global Trust shall be held in trust forthe benefit of holders of Administrative Claims, Priority Tax Claims and Class 4 Allowed Claims, subject to the provisions ofthe Plan and the Liquidating Trust Agreement. Reorganized Global shall retain no interest in such property, claims, rights, andcauses of action transferred to the Global Trust. In addition, 5 million shares of New Common Stock will be irrevocably transferredand conveyed by Reorganized Global to the Global Trust for distribution pursuant to the terms of this Plan. As soon as practicalafter receipt of the New Common Stock, the Global Trust shall use its best efforts to distribute the New Common Stock to Class4 and Class 5 Claimants and Class 6 Equity Security Interests.

 

	4.	Sale or Other Dispositionof Property.

Afterthe Effective Date, the Global Trust may use, acquire, sell or otherwise dispose of the property it acquires in accordance withthe Plan and the Liquidating Trust Agreement without supervision of, or approval by, the Bankruptcy Court or the United StatesTrustee and free of any restrictions in the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or Local Bankruptcy Rules(the “Bankruptcy Rules”), provided, however, that the Global Trust shall not have the right to liquidate New CommonStock designated for holders of Allowed Claims in the Case.

 

5.	Investigationand Prosecution of Claims.

TheGlobal Trust shall investigate all Assigned Litigation and determine which, if any, should be prosecuted in its sole discretionin accordance with the Plan and the Liquidating Trust Agreement. All claims, rights and causes of action encompassed in the AssignedLitigation are preserved by the Plan, and the Global Trust shall have full power and authority to settle, adjust, retain, enforceor abandon any claim, right or cause of action as the representative of the Global Estate under section 1123(b) of the BankruptcyCode or otherwise in accordance with the Plan and the Liquidating Trust Agreement without supervision of, or approval by, theBankruptcy Court or the United States Trustee and free of any restriction of the Bankruptcy Code or the Bankruptcy Rules, exceptthat the compromise of any single claim, right or cause of action that is $100,000 or more shall, until the 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.	BankruptcyPowers.

Asto the Assigned Litigation, the Global Trust shall have all of the rights, claims, powers, objections, counterclaims, defenses,setoffs and actions of Global and its Estate under sections 363, 365 and 501 to 558, inclusive, of the Bankruptcy Code. (All othersuch rights shall be retained by Reorganized Global.) After the Effective Date, all claims, rights and causes of action of Globaland its Estate shall be filed and prosecuted in the name of the Global Trust.

 

7.	Employmentof Employees and Professionals.

Onand after the Effective Date, the Global Trust shall employ and compensate such employees and professionals, including, withoutlimitation, any professionals employed by the Estate, agents and representatives, including disbursing agents, as the Global Trustdetermines is necessary or appropriate to implement all of the provisions of the Plan and the Liquidating Trust Agreement withoutany supervision of, or approval by, the Bankruptcy Court or the United States Trustee. The Global Trust shall be allowed to compensatethe fees and costs of its professionals without the requirement to file fee applications and seek approval of the Bankruptcy Court.The Bankruptcy Court will retain jurisdiction to resolve any fee disputes between the Global Trust and its professionals.

 

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

Afterthe Effective Date, the Global Trust shall: (i) pay or provide for all expenses of the Global Trust from property in the GlobalTrust, (ii) establish and maintain a reserve for expenses of the Trust, (iii) establish and maintain a reserve for disputed Claims,(iv) establish and maintain a reserve for unclaimed distributions, (v) establish any other reserves or accounts it deems necessaryor appropriate, and (vi) make distributions of Cash to the holders of Allowed Claims from the Global Trust in accordance withthe Plan and the Liquidating Trust Agreement. The procedures that govern the reserves and distributions by the Global Trust areset forth in the Liquidating Trust Agreement. All cash held by the Global Trust shall be invested only in investments permittedunder the Liquidating Trust Agreement.

 

9.	Non-transferabilityof Trust Interests.

Theinterests of the holders of Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Claims in the Global Trustwill not be evidenced by any certificate or other instrument or document. The interests in the Global Trust are non-transferableand non-assignable other than to successors in interest, or by will, the laws of descent and distribution, or by operation oflaw.

 

10.	NoAction Against Global or the Global Trust Without Bankruptcy Court Approval.

Onand after the Effective Date, no action or proceeding may be commenced or continued by any entity holding a pre-Confirmation Claim,other than the Global Trust, in any court or other tribunal, other than the Bankruptcy Court, against Global, Reorganized Global,the Global Trust, the Global Trustee, or any of their officers, employees, professionals, agents or representatives, without theprior approval of the Bankruptcy Court pursuant to a final order. On and after the Effective Date, no act to collect or recoverfrom, or offset against, or to create, perfect or enforce any right, claim, interest or remedy by any entity, other than the GlobalTrust, against Global, Reorganized Global, the Global Trust, the Global Trustee or any of their officers, employees, professionals,agents or representatives on account of a pre-Confirmation Claim, may be taken without the prior approval of the Bankruptcy Courtin a final order. This provision of the Plan does not require that a defendant in a proceeding filed by the Global Trust obtainthe approval of the Bankruptcy Court to assert any defense or setoff in such proceeding.

 

11.	Terminationof the Global Trust.

TheGlobal Trust shall be irrevocable. The Global Trust shall terminate when the Global Trustee has performed all of his duties underthe Plan and the Global Trust Agreement, including the liquidation of all of the property, claims, rights and causes of actionof Global and its Estate, which date shall not be more than five (5) years from and after the Effective Date; provided, however,that, if in the reasonable determination of the Global Trustee, in light of existing facts and circumstances, the liquidationof the property, claims, rights and causes of action in the Global Trust and the distribution of all Cash will not be completedwithin that time, then, not more than ninety (90) days prior to that date, the Global Trustee may amend the Liquidating TrustAgreement to provide that the Global Trust shall extend for an additional period of up to one (1) year. Prior to the expirationof such one (1) year period, the Global Trustee may seek and, for cause shown, obtain an order from the Bankruptcy Court extendingthe Global Trust for any additional time the Bankruptcy Court deems necessary or appropriate, after notice and opportunity forhearing have been provided to the entities that have requested special notice.

 

12.	ReportsBy the Global Trust.

Thefiscal year of the Global 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 Global Trust shall serve thefollowing unaudited annual financial statements prepared in accordance with generally accepted accounting principles and the followingunaudited written reports and accounts on the those entities that have requested special notice: (a) financial statements showingthe assets and liabilities of the Global Trust, including the expense reserve, the reserve for unclaimed distributions and thereserve for disputed claims at the end of the period, (b) financial statements showing the receipts and disbursements of the GlobalTrust during the period, (c) a brief written report from the Global Trust about the disposition of any remaining property, claims,rights and causes of action of the Global Trust and distributions remaining, (d) a written report showing the number and amountof trust interests, disputed administrative expenses and disputed claims and changes during the period, and (e) any other writtenreports the Global Trustee elects to include. Until the Case is closed through the entry of a final decree by the Bankruptcy Court,a copy of the financial statements and reports shall be filed with the Bankruptcy Court and served on the United States Trustee.The Global Trust shall serve the United States Trustee with any and all documents that it files with the Bankruptcy Court afterthe Effective Date. In addition, the Global Trust is responsible for the timely payment of fees incurred pursuant to 28 U.S.C.§ 1930(a)(6); and in calculating such fees, the Global Trust shall file with the Bankruptcy Court and serve on the UnitedStates Trustee a quarterly Post Confirmation Status Report regarding all income and disbursements, including all plan payments,for each quarter (or portion thereof) the bankruptcy case remains open. The Global Trust shall prepare and distribute any otherreports or other information that may be required by the Bankruptcy Court or the Bankruptcy Rules or that the Global Trustee determinesare necessary or appropriate.

 

13.	NoRecourse Against the Global Trustee.

Norecourse shall ever be had, directly or indirectly, against the Global Trustee or any of the officers, employees, professionals,agents or representatives of the Global Trust, whether by legal, equitable or other proceedings, by virtue of any law, statute,regulation or otherwise, or by virtue of any indebtedness of Global, its Estate or the Global Trust, it being expressly understoodand agreed that all liabilities of the Global Trust shall be enforceable only against and be satisfied only out of the property,claims, rights and causes of action in the Global Trust or shall be evidence only of a right to payment out of such assets inthe Global Trust, as the case may be.

 

**C.             Disbursing Agent.**

LNBRB,counsel for the Debtor, will act as the disbursing agent for the purpose of making the initial pro rata distribution of the Carve-Outto professionals and the CEO/CRO. The Global Trust will act as the disbursing agent for the purpose of making all of the otherDistributions provided for under this Plan, including the distribution of New Common Stock to Class 4, Class 5 and Class 6 Claimantsand Equity Security Interests.

 

**D.	Authorizationto Take Required Actions.**

Global’scorporate officers and agents are authorized to take any and all action necessary or appropriate to effectuate the terms of thisPlan, and to consummate the transactions contemplated hereunder.

 

**IX.	BUSINESSPLAN FOR REORGANIZED GLOBAL**

Reorganized Global’s business planis made up of two activities:

First,undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statementsand annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Globalas a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotationsystem. In order to accomplish this goal, Reorganized Global’s plan is to complete the following SEC filings (among otherfilings and reports), which Reorganized Global will utilize best efforts to complete within 12 months from the Effective Dateof the Plan:

10Q for the 4th quarter of 2007

10K annual report and audit for the year ended December31st 2007

10Q for the 1st quarter of 2008

10Q for the 2nd quarter of 2008

10Q for the 3rd quarter of 2008 (not yet due)

10K annual report and audit forthe year ended December 31st 2008 (not yet due)

Thesecond activity is to conduct the search, perform the necessary analysis, negotiate a price and structure, plan the financing,and raise the necessary capital to acquire an operating business or effect a merger or acquisition, or capital stock exchange,asset acquisition, or other similar business combination with an operating business. The business going forward shall not be inconsistentwith the business prior to filing for Chapter 11. However, Reorganized Global will not be limited to a particular industry. Nevertheless,management of Global has initially focused on the wine, communications, Global Positioning Systems, and related industries. Todate, their efforts have been limited to exploring financing and acquisition opportunities with the intent to maximize the valueof the business for Global’s Creditors. Global’s efforts in identifying a prospective target business have been ongoingsince January 2008. Global has examined over 100 business opportunities including a wide range of detailed discussions with financingand management partners. Examples of acquisitions currently under examination are:

 

·      A technology based public company with a market cap of approximately $150 million

 

·      Acquisition of $20,000,000 of assets from a Chapter 7 liquidation case generating $6,000,000 of income.

 

·      Acquisition of a $150,000,000 wine business in partnership with a major wine group that would benefit from Global’s operatinglosses

 

·      Acquisition of 50% of a technology based company specializing in music and film

 

·      Reverse merger opportunities: i.e., establishment of an investment fund in which Reorganized Global would be the general partnerand limited partners would fund acquisitions; Reorganized Global would receive 85% of the income of the partnership and the limitedpartners would receive 85% of the capital gains, thus maximizing the assets of Reorganized Global for Creditors

 

Globalhas received an informal offer to purchase the Global shell for $20,000. However, Debtor’s management believes that thepotential value to be received by Creditors from Reorganized Global’s stock under this Plan is considerably higher. Thefollowing is a chart of the types of transactions and potential value Creditors might recover under optimal circumstances:

Sale of Global shell	$ 20,000

Reverse merger 	$ 350,000

Acquisition and continuation of Globalbusiness	$1,000,000

 

 

 

**X.	LIQUIDATIONANALYSIS**

ThePlan must provide that a nonconsenting impaired Claimant or interest holder of a consenting Class receive at least as much aswould be available had the Debtor filed a Chapter 7 petition instead.

Ina Chapter 7 case, the general rule is that the Debtor's assets are sold by a trustee. Unsecured creditors share in the proceedsof sale only after secured Creditors and administrative Claimants are paid.

ACreditor would recover from the assets of the bankruptcy Estate less under Chapter 7 than under Chapter 11 for at least two reasons.First, the recovery by Creditors in a liquidation would be less than the recovery proposed under the Plan because the Plan proposesto distribute 4,800,000 shares of the New Common Stock to Creditors. In a Chapter 7, there would be no stock to distribute sincethe Debtor would be liquidated and its stock would be worthless. Second, in a Chapter 7 case, a trustee is appointed and is entitledto compensation from the bankruptcy estate pursuant to Section 326(a) of the Bankruptcy Code (11 U.S.C. § 326(a)) in an amountno more than 25% of the first $5,000 of all moneys disbursed, 10% on any amount over $5,000 but no more than $50,000, 5% on anyamount over $50,000 but no more than $1,000,000, and such reasonable compensation no more than 3% of moneys over $1,000,000. Pursuantto the terms of the Plan, the Global Trustee will receive a flat fee of three percent (3%) of any recovery. This fee will be lessthan a Chapter 7 trustee’s fee calculated pursuant to Section 326(a).

 

**XI.	MANNEROF DISTRIBUTION OF ASSETS**

**A.**	**Objections to Claims**

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

TheGlobal Trust, or any other party in interest, will have the right to file objections to the allowance of any Claims filed on orprior to the Claims Objection Bar Date. The Global Trust’s right to object to the allowance of any Claims shall includethe right to assert counterclaims and setoff rights. The Global Trust will have the authority, in the reasonable exercise of itsbusiness judgment, to settle or compromise any Claim following the Effective Date by submitting an appropriate stipulation tothe Court with notice to the Post-Effective Date Notice Parties. So long as no objection and request for hearing on such stipulationis filed within ten (10) calendar days of such notice, the Global Trust shall be entitled to effectuate the settlement of theClaim.

**2.	Disallowance of Certain ScheduledClaims**.

Pursuantto Rule 3003(c)(2) of the Federal Rules of Bankruptcy Procedure, those Creditors whose Claims were scheduled as disputed, contingentor unliquidated and who did not timely file a proof of Claim shall not be treated as Creditors for purposes of voting or distributionunder this Plan. All such Creditors are listed on Exhibit “2” as having a Claim that is disputed and in a zero (0.00)amount. The Order confirming this Plan shall include a provision that all such Claims are disallowed and shall not receive a distributionunder the Plan.

**3.	Estimation of Claims.**

Asprovided by Section 502(c) of the Bankruptcy Code, the Bankruptcy Court may estimate any contingent, unliquidated, or disputedClaim for the limited purpose of determining the Claimant’s eligibility to participate in the Confirmation of this Plan.Such estimation will be of a temporary and limited nature, and will not in any way affect the ultimate disallowance or allowanceof the Claim, or the ability of any party in interest to subsequently object to the allowance of such Claim.

TheCourt will retain jurisdiction over the Case to resolve any objections to Claims which are filed after the Effective Date or whichare filed prior to the Effective Date but which are not resolved to final order prior to the Effective Date. The ConfirmationOrder shall not be res judicata, collateral estoppel, or other bar to Reorganized Global’s, the Global Trust’s orother party in interest’s, right to object to such Claims after the Effective Date.

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

TheDisbursing Agent or the Global Trust, however the case may be, will not make any Distribution to the holder of a Disputed Claimuntil such Disputed Claim becomes an Allowed Claim. Pending a resolution of the Disputed Claim, the Disbursing Agent or the GlobalTrust, however the case may be, will create a Reserve Account which will contain a proposed Distribution based on the treatmentthat the Disputed Claim would receive if it became an Allowed Claim.

Withinsixty (60) days after a Disputed Claim becomes an Allowed Claim, the Disbursing Agent or the Global Trust, however the case maybe, will make the Distribution to the holder of such Allowed Claim from the Reserve Account in an amount equal to what the holderof such Allowed Claim would have received if the Claim had been allowed in such amount as of the Effective Date.

Inthe event that the Disputed Claim is disallowed, that portion of the Reserve Account which was designated for payment of the DisputedClaim will be distributed to Allowed Claims in accordance with the treatment set forth in this Plan.

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

Globalor the Global Trust, however the case may be, shall have the right to pursue the Assigned Litigation, with the proceeds of suchlitigation to be vested in the Global Trust for the benefit of unpaid Administrative Claims, Priority Tax Claims and Class 4 AllowedClaims. Global or the Global Trust, however the case may be, shall have the authority, in the reasonable exercise of its businessjudgment, to settle or compromise any Assigned Litigation following the Effective Date by submitting a stipulation to the Courtwith notice to Post-Effective Date Notice Parties. So long as no objection and request for hearing on such stipulation is filedwithin ten days of the filing of such notice, the Global Trust shall be entitled to effectuate such settlement.

**D.	Exculpationsand Releases.**

Tothe maximum extent permitted by law, neither Global, the Global Trustee, the Global Estate, the Committee, Gryphon, nor any oftheir employees or the professionals employed or retained by any of them, whether or not by Bankruptcy Court order (each, a "ReleasedPerson"), shall have or incur liability to any person or entity for an act taken or omission made in good faith after thePetition Date 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 underthe Plan.

Global,the Committee, the Global Estate and all professionals employed by the Global Estate will be deemed to be forever released, waivedand discharged of all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilitieswhatsoever in connection with, or related to, Global, the Global Estate, and this Plan whether liquidated or unliquidated, fixedor contingent, matured or unmatured, known or unknown, foreseen or unforseen, then existing or thereafter a rising, in law, equityor otherwise that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or priorto the Effective Date in any way relating to Global, the Global Estate, the Committee or this Plan. Notwithstanding anything containedherein, the foregoing release shall not apply to any officers or directors of Global, except for A. John A. Bryan, Jr., shallnot apply to any actions found to have been taken in bad faith or not in conformance with the Bankruptcy Code, and shall not applyto actions taken outside of the purview of the Committee’s official duties.

**1.	Release of Claims Against Gryphon.**

Insettlement negotiations with respect to the Debtor’s Objection to the Gryphon Claim (the “Debtor’s Objection”)and Gryphon’s joinder to the Committee’s objection to the Plan (the “Gryphon Joinder”), Gryphon requestedthat the Debtor provide Gryphon a general release of any and all Claims which the Debtor’s Estate may hold against Gryphon.Although the Debtor’s investigation did not reveal any Estate Claims against Gryphon, other than those already assertedin the Debtor’s Objection, the Debtor advised Gryphon that in light of the fact that this Case is being administered forthe benefit of Creditors, Gryphon should seek the approval of the Committee regarding a release of any and all Claims which theDebtor’s Estate may hold against Gryphon.

Onor about December 10, 2008, the Committee advised the Debtor that the Committee believed it would be appropriate for the Estateto provide the requested release to Gryphon in connection with the Plan. Based on the Committee’s recommendation, and becausethis Case is being administered for the benefit of Creditors, the Debtor has agreed to do so. In light of the foregoing, the entryof the Confirmation Order shall have the effect of releasing Gryphon of any and all Claims of the Estate.

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**E.	Injunctions.**

TheConfirmation Order shall enjoin the prosecution, 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 thisPlan.

Exceptas provided in this Plan or the Confirmation Order, as of the Effective Date, all entities that have held, currently hold or mayhold a Claim or other debt or liability that is discharged or an interest or other right of an Equity Security Holder that isimpaired pursuant to the terms of this Plan are permanently enjoined from taking any of the following actions against Global,the Global Estate, the Committee, the Global Trust or their property on account of any such discharged claims, debts or liabilitiesor terminated interests or rights: (i) commencing or continuing, in any manner or in any place, any action or other proceeding;(ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfectingor 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 Global and (v) commencing or continuing any action in any manner, in any place that does not complywith or is inconsistent with the provisions of this Plan.

Byaccepting distribution pursuant to this Plan, each holder of an Allowed Claim receiving distributions pursuant to this Plan willbe deemed to have specifically consented to the injunctions set forth in this Section.

**XII.	EXECUTORYCONTRACTS AND UNEXPIRED LEASES**

Onthe Effective Date, all executory contracts and unexpired leases that have not previously been rejected will be deemed rejectedby Global. The Confirmation Order will also constitute an order of the Bankruptcy Court approving the rejection of all such executorycontracts and unexpired leases.

Anyclaims for damages arising from the rejection of any executory contracts and unexpired leases shall be filed and served no laterthan the Administrative Claims Bar Date, and any objections to the allowance of such Claims shall be filed and served no laterthan the Claims Objection Deadline.

 

**XIII.	RETENTIONOF 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 Global,the Global 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 Global Estate, or any lienasserted against Global 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.

 

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

 

**XV.	MISCELLANEOUSISSUES REGARDING PLAN DISTRIBUTIONS**

 

**A.              Unclaimed Property.**

AnyDistribution to be distributed to any Claimant under this Plan shall be forfeited to Reorganized Global unless claimed by theClaimant before the later of: (i) one (1) year after the Confirmation Date; or (ii) sixty (60) days after an order allowing thatClaimant’s Claim becomes a final order.

**B.            De Minimus Cash and Stock Distributions.**

Notwithstandinganything to the contrary in this Plan, no Cash Distributions shall be made on account of any Allowed Claim if the Cash Distributionamount is less than $25.00. Holders of Allowed Claims who would otherwise be entitled to a Distribution in an amount of less than$25.00 shall receive no Distribution on account of such Allowed Claim because the value of such Allowed Claim would be de minimusand the administrative costs associated with processing and mailing the Distribution to the holder of such Allowed Claim wouldlikely exceed the amount of the Distribution. No Distribution of less than 100 shares of New Common Stock shall be made to anyholder of an Allowed Claim or a Class 6 interest, as such a Distribution would be de minimus.

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	**C.	No Fractional Shares**.

Nofractional shares of New Common Stock shall be issued and all fractional shares shall be rounded down to the nearest whole share.Holders of Allowed Claims who would be entitled to fractional shares but for this provision shall receive no consideration thereforebecause such amount will be de minimus.

	**D.	Final Distribution.**

Uponresolution of all outstanding objections to disputed Claims, and the payment of all expenses and other obligations, the GlobalTrust shall cause the distribution of all remaining available assets of the Global Trust: (i) first, to each holder of an AllowedAdministrative Claim, (ii) second, to each holder of an Allowed Tax Priority Claim; and (iii) third, to each holder of an AllowedClaim in Class 4 pro rata in the proration that each holder’s Allowed Class 4 Claim bears to the aggregate amount of allClass 4 Allowed Claims.

 

Inreliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “SecuritiesAct”), and of state and local securities laws afforded by Section 1145 of the Bankruptcy Code, Reorganized Debtor’snew common stock to be issued pursuant to the Plan on and after the Effective Date need not be registered under the SecuritiesAct or any state or local securities laws. The Reorganized Debtor’s common stock will not be subject to any statutory restrictionson transferability and may be resold by any holder without registration under the Securities Act or other federal securities lawspursuant to the exemption provided by section 4(1) of the Securities Act, unless the holder is an “underwriter” withrespect to such securities, as that term is defined in Section 1145(b) of the Code. Entities who believe they may be “underwriters”under the definition contained in Section 1145 of the Code are advised to consult their own counsel with respect to the availabilityof the exemption provided by Section 1145. The foregoing exemption provided for under Section 1145 applies to issuance of securitiesin connection with the Plan and the exemption shall not be effective as to future issuance of stock (other than pursuant to thePlan). Notwithstanding anything contained herein to the contrary, the 100,000 shares of New Common Stock to be issued to the GlobalTrust are not being issued pursuant of Section 1145. Rather, those shares are being issued pursuant to Section 4(2) of the SecuritiesAct of 1933 and the resale of those securities will be governed by Rule 144 of the Securities Act of 1933.

ANYCREDITOR OR ADMINISTRATIVE EXPENSE CLAIMANT RECEIVING MORE THAN 3,000 SHARES OF THE REORGANIZED DEBTOR’S COMMON STOCK ISSUEDPURSUANT TO THE PLAN SHALL BE LIMITED IN THE SALE OF SUCH STOCK TO NO MORE THAN 1,000 SHARES PER TRADING DAY UNLESS OTHERWISEAUTHORIZED IN WRITING BY THE TRUSTEE OF THE LIQUIDATING TRUST.

 

	**A.	Cancellation of Outstanding Securitiesof the Debtor.**

Onthe Effective Date, without shareholder approval, all outstanding instruments and securities representing Equity Security Interestsand any rights to acquire Equity Security Interests in the Debtor shall be deemed canceled and of no further force or effect,without any further action on the part of the Court or any person. The holders of such canceled instruments, securities, and otherdocuments shall have no rights arising from or relating to such instruments, securities or other documents or the cancellationthereof, except the rights provided pursuant to this Plan.

		**B.	Amendments to Articlesof Incorporation**

Onthe Effective Date, the Board of Directors of Reorganized Global shall be authorized to amend the Articles of Incorporation andBylaws to accomplish the following:

1.	Authorizethe issuance of fifty million shares of New Common Stock and ten million shares of Reorganized Global’s preferred stock.The Board of Directors shall determine in their discretion the rights, privileges and restrictions granted or imposed on suchshares;

2.	Effecta quasi-reorganization for accounting purposes;

3.	Issueshares to carry out any transaction contemplated in the Plan without solicitation of or notice to shareholders;

4.	Takeall action necessary and appropriate to carry out the terms of the Plan including a name change for the Reorganized Debtor;

5.	Amendthe Reorganized Global’s Articles of Incorporation and/or Bylaws to provide the maximum indemnification or other protectionsto the Reorganized Debtor's officers, directors and agents and employees that is allowed under applicable law;

6.	Inaccordance with Section 1123(a)(b) of the Code, include within its charter a provision prohibiting the issuance of nonvoting equitysecurities;

7.	Institutean employee stock ownership plan (“ESOP”) with authority to place up to twenty percent (20%) of the Reorganized Debtor’scommon stock into such plan.

8.	Authorizea share repurchase program whereby Reorganized Global may purchase up to ten percent (10%) of its issued and outstanding sharesin any one year period.

		**C.	Take Required Actions**

Withoutshareholder approval, the Board of Directors of Reorganized Global shall be authorized to take any and all action necessary orappropriate to effectuate any amendments to Reorganized Global’s Articles of Incorporation and/or Bylaws called for underthe Plan or otherwise, and the Board of Directors and officers of the Reorganized Debtor shall be authorized to execute, verify,acknowledge, file and publish any and all instruments or documents that may be required to accomplish same.

 

**XVIII.		EFFECTOF CONFIRMATION OF THIS PLAN**

** **

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

Onthe Effective Date, Global will be discharged of liability for payment of debts incurred prior to the Confirmation Date as providedin § 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.**

Exceptas provided elsewhere in this Plan, Confirmation will revest all property of the Global Estate in Reorganized Global.

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

Exceptas otherwise provided herein or in the Confirmation Order, in the event that the Global Trust shall default in the performanceof any of its obligations under the Plan and shall not have cured such a default within thirty (30) days after receipt of writtennotice of default from the Creditor to whom the performance is due, then the entity or individual to whom the performance is duemay pursue such remedies as are available at law or in equity. An event of default occurring with respect to one claim shall notbe any event of default with respect to any other claim.

**D.	****Modificationof Plan.**

Globalmay modify this Plan at any time prior to Confirmation, subject to the requirements of Fed. R. Bankr. P. 3019(a).

ReorganizedGlobal or the Global 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 modificationsafter notice and a hearing.

**E.	****Dissolutionof Committee.**

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

**F.	****Post-ConfirmationStatus Report.**

Within120 days of the entry of the Confirmation Order, the Global Trust will file a Post-Confirmation Status Report with the BankruptcyCourt, reporting as to the progress that has been made in the implementation and consummation of the confirmed Plan. The PostConfirmation Status Report shall be served upon the United States Trustee, counsel for the Committee, and the Post-Effective DateNotice Parties. The Global Trust will file further Post Confirmation Status Reports every 120 days, consecutively, and serve suchfurther Post Confirmation Status Reports on the same parties. The obligation to file post-confirmation status reports shall terminateupon the entry of the Final Decree, which may be requested by the Reorganized Debtor or the Global Trust at any time after theEffective Date.

**G.	****Post-ConfirmationConversion/Dismissal.**

Anycreditor or party in interest may bring a motion to convert or dismiss the Case under § 1112(b) after Confirmation if thereis a default in the performance under this Plan. If the Bankruptcy Court orders the Case converted to Chapter 7 after Confirmation,then all of the assets that have been transferred to the Global Trust and that had not yet been disbursed pursuant to the termsof this Plan, will be automatically transferred to the newly-created Chapter 7 estate. The automatic stay will be reimposed withrespect to such assets, but only to the extent that relief from stay was not previously authorized by the Bankruptcy Court duringthe Case.

**H.	Revocation of ConfirmationOrder.**

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

**I.	****FinalDecree.**

Oncethe Global Estate has been fully administered as contemplated by Bankruptcy Rule 3022, then the Reorganized Debtor or the GlobalTrust will file a motion with the Court to obtain a final decree to close the Case. After the Effective Date, the Global Trustwill be responsible for timely payment of all fees incurred pursuant to 28 U.S.C. § 1930(a)(6) through the closing of theCase.

Pursuantto Section 1129(b) of the Bankruptcy Code, Global, as the proponent of this Plan, hereby request that the Bankruptcy Court findthat the provisions of this Plan provide fair and equitable treatment to those Classes which are impaired under this Plan andwho elect

notto accept the Plan, and that the Bankruptcy Court confirm this Plan notwithstanding the requirement of Section 1129(a)(8) of theBankruptcy Code as to such Classes.

DATEDthis 12th day of December 2008.