<PAGE>   1
                                                                     EXHIBIT 1.1

BIEGENZAHN WEINBERG
STEPHEN F. BIEGENZAHN (SBN 60584)
JOEL B. WEINBERG (SBN 101466)
21031 Ventura Boulevard, Suite 905
Woodland Hills, California 91364-2203
(818) 594-8822

Attorneys for Debtor in Possession


                         UNITED STATES BANKRUPTCY COURT

                         CENTRAL DISTRICT OF CALIFORNIA



In re                              )         BK. NO. SV 97-13095 AG
                                   )
                                   )         In a Case Under Chapter 11 of
INTERSCIENCE COMPUTER              )         the Bankruptcy Code
CORPORATION, A CALIFORNIA          )
CORPORATION,                       )         DEBTOR'S FIRST AMENDED
                                   )         PLAN OF REORGANIZATION
                        Debtor.    )         (JANUARY 5, 1998)
                                   )
DEBTOR'S TAX I.D.                  )         Confirmation Hearing:
NO. 95-3880130                     )
                                   )         DATE:  April 1, 1998
                                   )         TIME:  9:00 a.m.
                                   )         CTRM:  302
                                   )                U.S. Bankruptcy Court
                                   )                San Fernando Valley
                                   )                 Division
                                   )                21041 Burbank
                                   )                 Boulevard
                                   )                Woodland Hills,
--------------------------------   )                 California 91367



               Pursuant to 11 U.S.C. Sections 1121(c), 1121(d), and 1129,
INTERSCIENCE COMPUTER CORPORATION, a California corporation ("Debtor"), hereby
proposes this Debtor's First Amended Plan of Reorganization (January 5, 1998):



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                            PAGE
                                                                                            ----
<S>                                                                                         <C>
ARTICLE I.              DEFINITIONS..........................................................  2

       A.      Defined Terms.................................................................. 2

       B.      Terms Defined in the Code.......................................................8

       C.      Rules of Interpretation, Computation of Time and
               Governing Law...................................................................8

               1.       Rules of Interpretation............................................... 8

               2.       Computation of Time................................................... 9

               3.       Governing Law......................................................... 9

ARTICLE II.             TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS........................... 10

       A.      Administrative Claims......................................................... 10

               1.       Payment of Administrative Claims..................................... 10

                        (a)     Administrative Claims In General..............................10

                        (b)     Statutory Fees............................................... 10

                        (c)     Ordinary Course Liabilities.................................. 10

                        (d)     Professional Fees And Expenses............................... 11

                        (e)     Bar Dates for Administrative Claims.......................... 11

       B.      Tax Claims.................................................................... 12

ARTICLE III.            CLASSIFICATION OF CLAIMS AND INTERESTS............................... 12

       A.      Claims and Interests.......................................................... 12

       B.      Limitation on Inclusion in a Class............................................ 12

       C.      Classes of Claims and Interests............................................... 13

               1.       Class 1 (Allowed Secured Claim of Sanwa Bank)........................ 13

               2.       Class 2 (Allowed Secured Claim of Horizon Bank)...................... 13

               3.       Class 3 (All Allowed Secured Claims Except Sanwa
                        and Horizon Bank) ..................................................  13

               4.       Class 4 (Administrative Convenience Claims) ........................  13

               5.       Class 5 (General Allowed Unsecured Claims) .........................  13
</TABLE>



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<TABLE>
<S>                                                                                           <C>
               6.       Class 6 (Interest Holders -- Old Preferred) ......................... 14

               7.       Class 7 (Interest Holders -- Old Common) ............................ 14

ARTICLE IV.             SPECIFICATION AND TREATMENT OF UNIMPAIRED
                        CLAIMS............................................................... 14

       A.      Priority Claims............................................................... 14

       B.      Allowed Tax Claims............................................................ 14

       C.      Allowed Class 4 Claims (All Allowed Secured Claims
               Except Sanwa Bank and Horizon Bank)........................................... 14

ARTICLE V.              SPECIFICATION AND TREATMENT OF IMPAIRED
                        CLASSES.............................................................. 15

       A.      Class 1 (Allowed Secured Claim of Sanwa Bank)................................. 15

       B.      Class 2 (Allowed Secured Claim of Horizon Bank)............................... 18

       C.      Class 4 (Administrative Convenience Claims)................................... 19

       D.      Class 5 (General Allowed Unsecured Claims) ................................... 19

       E.      Class 6 (Allowed Interest -- Old Preferred) .................................. 20

       F.      Class 7 (Interest Holders -- Old Common) ..................................... 20

       G.      No Fractional Shares.......................................................... 21

ARTICLE VI.             VOTING OF CLAIMS AND INTERESTS....................................... 21

       A.      Objections to Claims and Interests............................................ 21

       B.      Voting of Claims or Interests................................................. 21

ARTICLE VII.            MEANS FOR IMPLEMENTATION OF THE PLAN................................. 22

       A.      Continued Corporate Existence................................................. 22

       B.      Corporate Issues And Authorizations........................................... 22

               1.       Corporate Governance................................................. 22

                        a.      Certificate of Incorporation and Bylaws...................... 22

                        b.      Directors and Officers....................................... 23

                        c.      Corporate Actions and Authorizations......................... 23

                        d.      Cancellation of Claims and Rights to
                                Acquire Interests............................................ 25

       C.      Issuance of Securities of Reorganized Debtor.................................. 25
</TABLE>



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<TABLE>
<S>                                                                                           <C>
       D.      Assignability of Consideration Received....................................... 25

       E.      Prohibited Actions by Governmental Taxing
               Authorities................................................................... 26

ARTICLE VIII.           PROVISIONS COVERING DISTRIBUTIONS AND
                        OBJECTIONS TO CLAIMS AND INTERESTS................................... 26

       A.      Disbursing Agent.............................................................. 26

       B.      Funding for Payments to Allowed Administrative
               Claims........................................................................ 26

               1.       Funding for Allowed Administrative and Other
                        Claimants............................................................ 26

               2.       Distribution of Securities .......................................... 27

       C.      Disputed Claims and Interests................................................. 27

               1.       Objections to Claims and Interests................................... 27

               2.       Filing Deadline...................................................... 27

               3.       Payment or Distribution upon Resolution of
                        Disputed Claims or Interests......................................... 27

       D.      Funding for Priority, Administrative and Secured
               Claims........................................................................ 28

ARTICLE IX.             CONDITIONS PRECEDENT TO CONFIRMATION AND
                        CONSUMMATION OF THE PLAN............................................. 28

       A.      Revesting of Assets in Debtors................................................ 28

       B.      Litigation Rights............................................................. 28

ARTICLE X.     EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................................... 29

       A.      Rejection of Executory Contracts and Unexpired
               Leases........................................................................ 29

       B.      Classification of Claims Arising from the Rejection
               of Executory Contracts and Unexpired Leases....................................29

ARTICLE XI.             MODIFICATION OF THE PLAN..............................................30

ARTICLE XII.            DISCHARGE.............................................................30

ARTICLE XIII.           RETENTION OF JURISDICTION.............................................30
</TABLE>



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<TABLE>
<S>                                                                                          <C>
ARTICLE XIV.            SECURITIES TO BE ISSUED PURSUANT TO THE PLAN..........................31

       A.  Status of Securities to be Issued Pursuant to the
           Plan...............................................................................31

ARTICLE XV.             CONFIRMATION REQUEST..................................................32
</TABLE>



                                     - iv -
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                                   ARTICLE I.
                                   DEFINITIONS

       A.      Defined Terms.  As used herein, the following terms
shall have the following meanings:

               1. "Administrative Claim" means a Claim entitled to priority
pursuant to Section 507(a)(1) or Section 507(b) of the Code. Such Claims
include, without limitation, a Claim for payment of an administrative expense of
the kind specified in Section 503(b) of the Code, including, without limitation,
the actual and necessary costs and expenses of preserving and operating the
Debtor's Estate, compensation and reimbursement of expenses for legal and other
services awarded under Sections 330(a) and/or 331 of the Code, and all fees and
charges assessed against the Debtors' Estates pursuant to Chapter 123 of Title
23, United States Code.

               2. "Acquired Operations" means collectively LSE, defined infra,
the Page Printing Division acquired from Miltope Business Products, Inc.,
certain operations relating to Xerox printer maintenance acquired from BancTec,
Inc. and the assets acquired from Laser Printing Services, Inc.

               3. "Administrative Claimant" means the holder of an Allowed
Administrative Claim.

               4. "Allowed Claim" means a Claim against the Debtor to the extent
that:

                        a.      Proof of such Claim was:

                                (1)   Timely filed;

                                (2)   Deemed filed pursuant to Section 1111(a)
                                of the Code; or



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                                (3) Late filed with leave, and pursuant to Final
                                Order, of the Court; and

                        b.      (1) No objection to such Claim is filed with the
                                Court;

                                (2) The Court, pursuant to Final Order, allows
                                such Claim; or

                                (3) The Plan allows such Claim.

               5. "Allowed Secured Claim" means a Secured Claim which is or has
become an Allowed Claim.

               6. "Allowed Tax Claim" means a Tax Claim which is or has become
an Allowed Claim, and does not include claims held by Tax Claimants assessed on
the basis of taxable income of the Debtors earned or arising after the Petition
Date.

               7. "Allowed Unsecured Claim" means any Allowed Claim which is not
an Administrative Claim, a Secured Claim, a Tax Claim, a Priority Claim, or an
Insider Claim.

               8. "Anacomp" means Anacomp an Indiana corporation which purchased
certain assets of Debtor pursuant to Court order entered on December 1, 1997.

               9. "Anacomp Proceeds" means the Debtor's proceeds from the sale
of certain of the Debtor's assets to Anacomp pursuant to Court order in the sum
of approximately $1,032,000.00

               10. "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Local Bankruptcy Rules for the Central District of
California as now in effect or hereafter amended.

               11. "Bar Date" means July 9, 1997.

               12. "Business Day" means any day except Saturday,



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Sunday or any other day on which state or federal law authorizes commercial
banks in Los Angeles, California, to close.

               13. "Case" means the Case of Interscience Computer Corporation
assigned clerk's docket number SV 97-130095-AG which Case was commenced by the
filing of a voluntary Chapter 11 petition by the Debtor in the Court, defined
infra.

               14. "Chapter 11" means Chapter 11 of the Code.

               15. "Claim" means any right to payment from the Debtor that arose
prior to Confirmation, whether or not such right or demand is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured, or, any right or
equitable remedies for breach of performance, if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured.

               16. "Claimant" means the holder of any Allowed Claim.

               17. "Class" means a class of Claims or Interests described in
this Plan.

               18. "Code" means Title 11 of the United States Code, Section 101,
et seq., as amended.

               19. "Committee" means the Official Committee of Creditors Holding
Unsecured Claims Against the Debtor which has been appointed in this Case by the
Office of the United States Trustee, and any successor committee.

               20. "Confirmation" means the entry of the Order of Confirmation
confirming the Plan pursuant to Section 1129 of the Code.



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               21. "Court" means the United States Bankruptcy Court for the
Central District of California, or such other Court, which either had or has
jurisdiction over the Case.

               22. "Debtor" means Interscience Computer Corporation, a
California corporation, the debtor in possession in the Case.

               23. "Disbursing Agent" means Debtor or such other party as the
Court may designate.

               24. "Distribution Account" means the segregated commercial
account maintained by the Disbursing Agent, as trustee for the benefit of the
Debtor's Creditors for distributions to be made pursuant to the Plan, defined
infra, at financial institution which appears on the list of depository
institutions approved by the Office Of The United States Trustee for the Central
District of California.

               25. "Disclosure Statement" means the Disclosure Statement
approved by the Court as containing adequate information in conformity with
Section 1125 of the Bankruptcy Code.

               26. "Disputed Claim" means a Claim either: (a) scheduled by the
Debtor as disputed, contingent or unliquidated in the Schedules on file with the
Court, as may be amended or modified; or (b) as to which an objection has been
filed and which objection either (i) has not been withdrawn or (ii) has not been
determined by a Final Order.

               27.      "Distribution Date" means the first Business Day
following the Effective Date.

               28. "Effective Date" means that date which is eleven (11) days
after the entry of the Order of Confirmation.

               29. "Estate" means the estate in the Case created



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pursuant to Section 541(a) of the Code.

               30. "Final Order" means an order, judgment, or other decree of
the Court or any court of competent jurisdiction as to which: (a) the operation
or effect has not been reversed, stayed, modified or amended; (b) any appeal
that has been or may be taken has been resolved; or (c) the time for appeal,
review or rehearing has expired.

               31. "Horizon Bank" means Horizon Bank of Virginia, a state member
bank.

               32. "Interest" means: (a) the common or preferred stock of each
of the Debtor; and (b) any right, warrant or option, however arising, to acquire
the common stock or any other equity interest, or any rights therein, of the
Debtor.

               33. "ICC-PLC" means Interscience PLC, a corporation organized and
existing under the laws of the United Kingdom, which is a wholly owned subsidary
of the Debtor.

               34. "ICC-Gmbh" means Interscience Gmbh, a corporation organized
and existing under the laws of the Republic of Germany, which is a wholly owned
subsidiary of ICC-PLC.

               35. "LSE" means Laser Support & Engineering, Inc., a California
corporation, which is a wholly owned subsidiary of the Debtor.

               36. "LSE Plaintiffs" means collectively Dennis Casey, John
Hively, John Greb and Barry Lynn who were the former shareholders of LSE and are
the plaintiffs in an action pending in the Superior Court of California in the
County of Orange assigned clerk's docket number 767230 and entitled Greb v.
Interscience Computer Corporation, which has been consolidated with a cross



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action filed by the Debtor against the LSE Plaintiffs.

               37. "New Common" means the shares of Reorganized Debtor's common
stock to be issued pursuant to the Plan.

               38. "Old Common" means the shares of Debtor's common stock which
were issued and outstanding at the Petition Date.

               39. "Old Preferred" means the shares of the Debtor's preferred
stock which were issued outstanding at the Petition Date.

               40. "Order of Confirmation" means the Order of the Court
confirming the Plan pursuant to Section 1129 of the Code.

               41. "Petition Date" means March 6, 1997.

               42. "Plan" means this "Debtor's First Amended Plan of
Reorganization (January 5, 1998)," as may be amended or modified, including any
and all exhibits hereto.

               43. "Priority Claim" means a Claim entitled to priority under
Section 507(a) of the Code, other than an Administrative Claim or a Tax Claim.

               44. "Property Taxes" means all taxes, if any, with respect to the
real property constituting encumbrances (within the meaning of California Civil
Code Section 1114), which taxes are an Allowed Claim.

               45. "Pro Rata" means the ratio that the amount of a particular
Allowed Claim or Interest bears to the total amount of Allowed Claims or
Interests of the same Class.

               46. "Reorganized Debtor" means the Debtor after Confirmation.

               47. "Sanwa Bank" means Sanwa Bank California a banking
institution qualified to do business under the laws of the



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State of California.

               48. "Schedules" means the Schedules of Assets and Liabilities
filed by the Debtor with the Court, including any amendments thereto, as of the
date of the Plan.

               49. "Secured Claim" means a claim which is secured by a properly
perfected lien on, or security interest in, any property of the Debtor's
Estates, only to the extent provided in Sections 506(a) and 506(b) of the Code.

               50. "Securities Act" means the Securities Act of 1933, as
amended.

               51. "Tax Claim" means a claim entitled to priority pursuant to
Section 507(a)(7) of the Code.

               52. "Tax Claimant" means the holder of an Allowed Tax Claim.

               53. "Warrant" means a stock purchase warrant of Reorganized
Debtor to be issued pursuant to the Plan, one (1) of which shall entitle the
holder thereof to acquire one (1) share of New Common for $1.00, and which shall
be exercisable for a period of two (2) years from the Effective Date.

       B. Terms Defined in the Code. A term used in the Plan, not otherwise
defined here but used in the Code, shall have the definition assigned to such
term in the Code.

       C. Rules of Interpretation, Computation of Time and Governing Law.

               1. Rules of Interpretation.

               For purposes of the Plan:  (a) whenever from the context
it is appropriate, each term, whether stated in the singular or
the plural, shall include both the singular and the plural; (b)



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<PAGE>   13

any reference in the Plan to a contract, instrument, release or other agreement
or document being in a particular form or on particular terms and conditions
means that such agreement or document shall be substantially in such form or
substantially on such terms and conditions; (c) any reference in the Plan to an
existing document or exhibit filed or to be filed means such document or
exhibit, as it may have been or may be amended, modified or supplemented; (d)
unless otherwise specified, all references in the Plan to Sections, Articles and
Exhibits are references to Sections, Articles and Exhibits of or to the Plan;
(e) the words "herein" and "hereto" refer to the Plan in its entirety rather
than to a particular portion of the Plan; (f) any reference in this Plan to the
word "including" shall mean "including without limitation"; and (g) captions and
headings to Articles and Sections are inserted for convenience of reference only
and are not intended to be a part of, or to affect, the interpretation of the
Plan.

               2.  Computation of Time.

               In computing any period of time prescribed or allowed by the
Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

               3.  Governing Law.

               Except to the extent that the Bankruptcy Code or Bankruptcy Rules
are applicable, and subject to the provisions of any contract, instrument,
release or other agreement or document entered into in connection with the Plan,
the rights and obligations arising under the Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
without giving effect to the principles of conflict



                                      - 9 -
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of the laws of the State of California.

                                   ARTICLE II.

                   TREATMENT OF ADMINISTRATIVE AND TAX CLAIMS

       A.      Administrative Claims.

               1.       Payment of Administrative Claims.

                        (a)   Administrative Claims in General.

                        Except as specified below, and subject to the bar
date provisions set forth below, each holder of an Allowed Administrative Claim
shall receive cash equal to the amount of such Allowed Administrative Claim
(unless the holder of such Allowed Administrative Claim agrees to other
treatment) on the latest of: (i) the Effective Date; (ii) 30 days after the date
on which an order allowing such Administrative Claim becomes a Final Order; or
(iii) such other time or times that are agreed to by the holder of the Allowed
Administrative Claim and the Debtor.

                        (b)   Statutory Fees.

                        On or before the Effective Date, Administrative
Claims for fees payable pursuant to Section 1930 of Title 28 of the United
States Code, as determined by the Court at the hearing on Confirmation, shall be
paid in cash equal to the amount of such Allowed Administrative Claim.

                        (c)      Ordinary Course Liabilities.

                        Administrative Claims based on liabilities
incurred by the Debtor in the ordinary course of business shall be assumed and
paid by the Debtor pursuant to the terms and conditions of the particular
transaction giving rise to such Administrative Claim, without any further action
by the holders of such Administrative Claim.



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                        (d)   Professional Fees and Expenses.  The
administrative claims of professionals employed in the case will be paid in cash
in the full amount of such Allowed Administrative Claim on the later of the
following to occur: (i) entry of a Final Order approving such fees and costs; or
(ii) the Effective Date.

                        (e)   Bar Dates for Administrative Claims.

                        Except as set forth below, requests for payment of
Administrative Claims must be filed and served on the Debtors no later than 60
days after the Effective Date. Holders of Administrative Claims that are
required to file and serve a request for payment of such Claims and that do not
file and serve a request by the applicable bar date shall be forever barred from
asserting such Claims against the Debtors or its property. Professionals
employed pursuant to Section 327, et seq., of the Code or other entities
requesting compensation or reimbursement of expenses pursuant to Sections 327,
328, 330, 331, 503(b) and 1103 of the Code for services rendered before the
Effective Date shall file and serve on the Debtors an application for final
allowance of compensation and reimbursement of expenses no later than 120 days
after the Effective Date. The foregoing provisions shall not apply to
professional fees and expenses incurred by Debtor subsequent to the Effective
Date pursuant to the Plan.

                        (f)  United States Trustee Quarterly Fees.  The
Reorganized Debtor shall be responsible for timely payment of fees incurred
pursuant to Section 1930(a)(6) of Title 28 of the United States Code. After
Confirmation, the Reorganized Debtor shall file with the Court and serve on the
Office of the United States Trustee a quarterly financial report regarding all
income and



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disbursements, including all Plan payments, for each quarter (or portion
thereof) the case remains open.

       B. Tax Claims. Unless the holder of an Allowed Tax Claim agrees to a
different treatment of such Claim, each holder of an Allowed Tax Claim shall be
paid the full amount of such Allowed Tax Claim in cash on the Effective Date,
or, at the election of the Debtor, in equal quarterly installments over a period
commencing at the end of the first calendar quarter after the Effective Date,
and continuing at the end of each calendar quarter thereafter until the date
that is six (6) years after the date of assessment, with interest at a fixed
rate per annum equal to nine percent (9%) in the manner set forth in Section
1129(a)(9)(C) of the Code.

                                  ARTICLE III.

                     CLASSIFICATION OF CLAIMS AND INTERESTS

       A. Claims and Interests. Various Claims and Interests are defined and
designated in Classes below. Claims of a kind specified in Sections 507(a)(1),
507(a)(8) or 507(b) of the Code (i.e., Administrative Claims and Tax Claims)
have not been classified and are excluded from the following Classes in
accordance with Section 1123(a)(1) of the Code. The Plan is intended to provide
for the treatment of all Claims against the Debtor and to deal with all property
of the Debtor and its Estate of whatever character. Only holders of Allowed
Claims and Interests are eligible for distribution under the Plan.

       B. Limitation on Inclusion in a Class. The Plan classifies a Claim in a
particular Class only to the extent that the Claim falls within the description
of that Class, and shall be deemed



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classified under a different Class to the extent that any remainder of the Claim
qualifies within the description of such different Class.

       C. Classes of Claims and Interests. Claims and Interests are classified
as follows:

               1. Class 1 (Allowed Secured Claim of Sanwa Bank). Class 1
consists of the Allowed Secured Claim of Sanwa Bank against the Debtor.

               2. Class 2 (Allowed Secured Claim of Horizon Bank). Class 2
consists of the Allowed Secured Claim of Horizon Bank against the Debtor.

               3. Class 3 (All Allowed Secured Claims, Except Sanwa Bank And
Horizon Bank). Class 3 consists of all Allowed Secured Claims, if any, against
the Debtor, excluding the Allowed Secured Claims of Sanwa Bank and Horizon Bank.
Each holder of an Allowed Secured Claim in Class 3 shall be deemed to be a
separate sub- class of Class 3, and the holder of such Allowed Secured Claim in
each such sub-class shall have a separate vote which shall not be counted with
any other sub-class for purposes of establishing satisfaction of Section
1129(a)(8) of the Code.

               4. Class 4 (Administrative Convenience Claims). The Allowed
Unsecured Claims of Creditors holding claims of $500.00 or less against Debtor,
and Creditors who assert claims in excess of $500.00 and agree to accept the sum
of $500.00 in full satisfaction of the Holder's Claim.

               5. Class 5 (General Allowed Unsecured Claims). Class 5 consists
of all Allowed Unsecured Claims against the Debtors other than: (a) unclassified
Claims referred to in Article II of



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the Plan; and (b) Claims included within any other Class designated in the Plan.

               6. Class 6 (Interest Holders -- Old Preferred). Class 6 consists
of the Old Preferred Interests in Debtor.

               7. Class 7 (Interest Holders -- Old Common). Class 7 consists of
the Old Common Interests in Debtor.

                                   ARTICLE IV.

                SPECIFICATION AND TREATMENT OF UNIMPAIRED CLAIMS

       A. Priority Claims. Priority Claims are not impaired. Unless the holder
of such Claim agrees to a different treatment, each holder of an Allowed
Priority Claim shall be paid cash equal to the amount of such Allowed Priority
Claim on the later of: (a) the Effective Date, or as soon thereafter as
practicable; or (b) the date on which, by Final Order, such creditor holds an
Allowed Priority Claim.

       B. Allowed Tax Claims.  The holders of Allowed Tax Claims shall be paid
in conformity with Paragraph B of Article II of the Plan.

       C. Allowed Class 3 Claims (All Allowed Secured Claims Except Sanwa Bank
And Horizon Bank). Class 3 is not impaired. Except to the extent that the holder
of a Class 3 Claim agrees to a different treatment, each holder of an Allowed
Class 3 Claim shall receive, at the sole election of the Debtors made no later
than the Effective Date, one of the following treatments: (a) the Allowed
Secured Claim shall be cured and reinstated pursuant to Section 1124(2) of the
Code, and the Reorganized Debtor shall fund all amounts, and take all actions
otherwise necessary, to reinstate such Allowed Secured Claim (and the Allowed
Secured



                                     - 14 -
<PAGE>   19

Claim, as reinstated, shall thereafter be the exclusive responsibility of the
Reorganized Debtors); or (ii) the legal, equitable and contractual rights to
which the holder of such Allowed Secured Claim is entitled shall remain
unaltered.

                                   ARTICLE V.

                 SPECIFICATION AND TREATMENT OF IMPAIRED CLASSES

       A. Class 1 (Allowed Secured Claim of Sanwa Bank). The Class 1 Allowed
Secured Claim is impaired. The Holder of Allowed Class 1 Claim shall receive the
following, in full satisfaction of its Allowed Secured Claim in the principal
amount of approximately $2,250,000:

                (I) From the Anacomp Proceeds, $1,000,000 in cash on or before
the Effective Date which $1,000,000 shall be applied to reduce the principal
owing on account of the Class 1 Secured Claim;

                (II) The remaining balance (which includes all principal,
interest and Sanwa Bank's attorneys' fees -- less cash collateral payments made
during the Case and the paydown referred to above) in the amount of
approximately $1,250,000 (the "New Sanwa Balance") shall accrue interest at the
rate of Sanwa Bank's reference rate, plus three percent (3%) per annum.
Principal and interest shall be paid in monthly installments amortized and paid
in full within three (3) years of the Effective Date. For purposes of
clarification, monthly payments shall be calculated by dividing the New Sanwa
Balance by thirty six (36) and adding interest monthly to determine the monthly
payments due.

               (III) Sanwa Bank shall (a) retain its security interests in all
pre-petition collateral, in which it was validly



                                     - 15 -
<PAGE>   20

perfected as of the Petition Date, including without limitation, all of the
Debtor's accounts receivable, all inventory within the State of California in
which Sanwa Bank had a validly perfected security interest as of the Petition
Date; and all other pre- petition collateral in which Sanwa Bank held a valid
perfected security interest as of the Petition Date; and (b) be granted a
security interest in the "earn out" payment to be paid by Anacomp in connection
with the sale of the Debtor's Xerox maintenance business in the 13th month
following closing and all patents and a replacement security interest in all
accounts receivable; and (c) have a security interest in all proceeds of the
foregoing wherever located now and hereafter acquired.

               (IV) Reorganized Debtor shall maintain an accounts receivable
coverage ratio as to $750,000.00 of the New Sanwa Balance of no less than one to
one (1:1), as determined on a monthly basis. For purposes of determining the
accounts receivable coverage ratio, all booked accounts receivable of Debtor
and/or Reorganized Debtor shall be eligible except accounts receivable which are
more than one hundred twenty (120) days old. On a monthly basis commencing on
the Effective Date, Reorganized Debtor shall be required to reduce (in addition
to regular monthly payments of principal and interest referred to above) the
principal balance of the New Sanwa Balance on a dollar for dollar basis to the
extent the one to one (1:1) collateral coverage ratio falls out of formula as to
$750,000.00 of the New Sanwa Balance. Reorganized Debtor shall provide Sanwa
Bank with a weekly sales and collection journal (including a borrowing base
certificate) in a form and substance acceptable to Sanwa Bank which includes,



                                     - 16 -
<PAGE>   21

among other things, a statement by an officer of Reorganized Debtor attesting to
Reorganized Debtor's booked accounts receivable, sales, inventory, the remaining
amount of the New Sanwa Balance.

               (V) Commencing on the Effective Date until the New Sanwa Balance
has been reduced to $750,000, or less (which $750,000 or less, shall be secured
by the one to one accounts receivable ratio referred to above); Debtor shall pay
the proceeds, net of all costs, from the sale of inventory, equipment and other
collateral in which Sanwa Bank had a valid perfected security interest as of the
Petition Date to reduce the New Sanwa Balance;(1)

               (VI) The "earn out" payment to be made by Anacomp in the
thirteenth (13th) month following the close of the sale to Anacomp shall be paid
to Sanwa Bank to reduce dollar for dollar the New Sanwa Balance;

               (VII) Reorganized Debtor shall provide Sanwa Bank with monthly
financial statements, including but not limited to, a balance sheet and income
statement, calculated on an accrual basis, within thirty (30) days of month end
commencing on the last day of the first month following the Effective Date;

               (VIII) Sanwa Bank, in its sole discretion, shall be permitted to
conduct collateral audits and/or audits of the Reorganized Debtor's books and
records on a quarterly basis at Reorganized Debtor's expense up to the first
$2,000.00 per audit;



--------
(1)    This does not include any assets, including without limitation machinery
       and inventory and proceeds thereof which were located outside of the
       State of California as of the Petition Date. Such assets are free and
       clear of any claim of Sanwa Bank.



                                     - 17 -
<PAGE>   22

               (IX) Debtor and Sanwa Bank hereby release each other, effective
on the Effective Date, from all claims and causes of action which either party
and their respective, officers, shareholders, creditors, agents, professionals
and directors may have against the other party relating to Sanwa Bank's loans
and other financial accommodations to Debtor and the administration thereof;
provided, however, that all obligations under this Plan and all other
obligations which Sanwa Bank may have to the Debtor as to the Debtor's deposit
accounts and the like are excluded from this release;

               (X) Debtor shall maintain deposit accounts at Sanwa Bank so long
as the New Sanwa Balance or any portion thereof remains due and owing; and

               (XI) Debtor, Committee and Sanwa Bank shall execute such
documents as are necessary to accomplish and implement the foregoing terms and
conditions.

       B. Class 2 (Allowed Secured Claim of Horizon Bank). The Class 2 Allowed
Secured Claim of Horizon Bank is impaired. The Holder of Allowed Class 2 Claim
shall have an Allowed Secured Claim in the principal amount of approximately
$75,000.00 (the "New Horizon Balance").

               The Class 2 Claimant shall receive the following in full
satisfaction of its Class 2 claims:

               (I) A promissory note in the principal amount of the New Horizon
Balance amortized over thirty six (36) months with monthly payments of $3,000
commencing on the first day of the first month following the Effective Date with
the balance due and payable on the first day of the 25th month following the
Effective



                                     - 18 -
<PAGE>   23


Date. Interest shall be at the existing rate under the notes and loan
documentation evidencing the Class 2 Claim. The Reorganized Debtor may pre-pay
the New Horizon Balance, in whole or in part, without penalty.

               (II) The Class 2 Claimant shall retain its security interest in
all pre-petition collateral and all proceeds of the same. Nothing in this Plan
is intended as nor shall it be construed as a waiver or exoneration of any
guarantee of Class 2 Claims and any guarantee shall survive and remain
enforceable post-Confirmation.

       C. Class 4 (Administrative Convenience Class). The Allowed Class 4 Claims
are impaired. In full satisfaction of their respective Allowed Unsecured Claims,
Holders of Class 4 Claims shall receive cash, on the Effective Date, in an
amount equal to the lesser of: (i) the Allowed Amount of the Holder's Allowed
Unsecured Claim; or (ii) $500.00.

       D. Class 5 (General Allowed Unsecured Claims). The Allowed Class 5 Claims
are impaired. In full satisfaction of their respective Allowed Unsecured Claims,
each Holders of and Allowed Class 5 Claim shall receive:

               1. Immediately following the Effective Date, a cash payment in an
amount equal to Twenty Five Percent (25%) of the holder's Allowed Class 5 Claim;

               2. From the post-Confirmation sale of the Debtor's inventory of
spare parts which as of the Petition Date were physically located outside of the
State of California the Holders of Allowed Class 5 Claims shall receive
Two-Thirds (2/3) of the proceeds from the sale of that inventory (net of the
costs of sale



                                     - 19 -
<PAGE>   24


and preservation of that inventory) up to the first Million Dollars received.
The Reorganized Debtor will receive the remaining One-Third (1/3). After the
first One Million Dollars in proceeds of sale of the foregoing inventory is
received then Holders of Allowed Class 5 Claims shall receive One-Third (1/3) of
the proceeds from the sale of that inventory (net of the costs of sale and
preservation of that inventory) and the Reorganized Debtor shall receive the
remaining Two-Thirds(2/3) up to the second $1,000,000.00 received from the sale
of that inventory. On any amounts received for the sale of the foregoing
inventory over $2,000,000.00 the holders of Class 5 Claims and the Reorganized
Debtor shall divide the amounts received on a fifty-fifty basis (net of the
costs of sale and preservation of that inventory) until that inventory has been
exhausted; and

               3. Immediately following the Effective Date, one share of New
Common for each Five Dollars ($5.00) in Allowed Claim amount.

       E. Class 6 (Allowed Interests -- Old Preferred). Class 6 Allowed
Interests are impaired. Holders of Class 6 Interests shall surrender their Old
Preferred certificates and shall receive the following in full satisfaction of
all Claims, Debts, management fees, preferred dividends and Interests:

               1.       1,750,000 shares of New Common; and

               2.       500,000 Warrants.

       F. Class 7 (Interest Holders -- Old Common). Class 7 is impaired. The
holder of Class 7 Interests in Debtor shall retain their Interests in Debtor
subject to dilution as provided in this Plan.



                                     - 20 -
<PAGE>   25

       G.      No Fractional Shares.  No fractional shares shall be
issued.  All fractional shares will be rounded down to the nearest
whole share.

                                   ARTICLE VI.

                         VOTING OF CLAIMS AND INTERESTS

       A. Objections to Claims and Interests. All objections to Claims and
Interests must be filed as follows:(i) for Claims and Interests filed before the
date of Confirmation, on or before 180 days after the Effective Date; and (ii)
for Claims or Interests filed subsequent to the date of Confirmation, on or
before 180 days after the filing of such Claim or Interest; provided, however,
that the Court may extend the deadlines set forth above.

       B. Voting of Claims or Interests. The amount of a Claim that will be used
to determine votes for or against the Plan will be either: (i) the Claim amount
listed in the Schedules; or (ii) the liquidated amount specified in a proof of
Claim timely filed with the Court that is not subject to an objection. If the
holder of a Claim submits a ballot, but such holder has not timely filed a proof
of Claim and such holder's Claim is listed on the Schedules as contingent,
unliquidated or disputed, or such holder's Claim is the subject of an objection,
the ballot will not be counted in accordance with Rule 3018 of the Federal Rules
of Bankruptcy Procedure, unless the Court temporarily allows the Claim for the
purpose of voting to accept or reject the Plan in accordance with Rule 3018 of
the Federal Rules of Bankruptcy Procedure.



                                     - 21 -
<PAGE>   26

                                  ARTICLE VII.

                      MEANS FOR IMPLEMENTATION OF THE PLAN

       A.      Continued Corporate Existence.

               Subject to the transactions and events described below, the
Reorganized Debtor shall continue to exist after the Effective Date as a
corporate entity, with all of the powers of a corporation under applicable law
and without prejudice to alter or terminate such existence (by merger or
otherwise) under applicable law. Except as otherwise provided in the Plan, on
the Effective Date, all property of the Debtor's Estate shall vest in the
Reorganized Debtor, free and clear of all claims, security interests, liens,
charges, other encumbrances and Interests. On and after the Effective Date, the
Reorganized Debtor may operate its business and may use, acquire and dispose of
property and compromise or settle any Claim without supervision or approval of
the Court, other than those restrictions expressly imposed by the Plan, Order of
Confirmation, and Bankruptcy Rules with respect to reporting requirements for
periods following Confirmation prior to the entry of a final decree. On and
after the Effective Date, the Reorganized Debtor shall be vested with the right
to dispute any Claim or Interest, to resolve or compromise any Disputed Claim or
Disputed Interest and to enforce any provision of the Plan.

       B.      Corporate Issues and Authorizations.

               1.       Corporate Governance.

                        a.      Certificate of Incorporation and Bylaws.

                        On the Effective Date, the certificate of
incorporation and bylaws of the Debtor shall be deemed amended and
restated to give effect to the Plan.  The certificate of



                                     - 22 -
<PAGE>   27


incorporation and bylaws of the Debtor shall, among other things, prohibit the
issuance of non-voting equity securities to the extent required by Section
1123(a) of the Code. On and after the Effective Date, Reorganized Debtor may
amend and restate its certificate of incorporation or bylaws as permitted by
applicable general corporate law including, without limitation, the general
corporations law for the State of California.

                        b.      Directors and Officers.

                        The initial members of the boards of directors of
the Reorganized Debtor shall be the individuals identified in the Disclosure
Statement. The initial officers of the Reorganized Debtor, and their respective
positions, shall be as described in the Disclosure Statement.

                        c.      Corporate Actions and Authorizations.

                        The Confirmation, the initial election of directors and
officers for the Reorganized Debtor, the distribution of cash, and the other
matters provided for in the Plan involving corporate action by the Debtor shall
be deemed to have occurred and be effective as provided in the Plan and shall be
authorized and approved in all respects without any requirement of further
action by or approval of the shareholders or directors of the Debtor. In
addition to the foregoing, upon Confirmation of the Plan, the board of directors
of Reorganized Debtor shall be authorized, without shareholder approval, to
amend the Articles of Incorporation and/or the Bylaws of Reorganized Debtor as
specified below, and to take such corporate actions and/or enter into such other
transactions as specified below, with the terms and conditions to be determined
by the Board of Directors:



                                     - 23 -
<PAGE>   28

               (i) Increase the number of authorized shares of common stock of
Reorganized Debtor up to 100,000,000 shares.

               (ii) Establish an employee stock option and/or stock bonus plan.

               (iii) Issue shares, warrants and/or other securities to carry out
a merger, acquisition, spin off, change in control, sale of assets, joint
venture or any other transaction contemplated in the Plan or Disclosure
Statement without solicitation of, notice to or consent of shareholders.

               (iv) Amend Reorganized Debtor's Articles of Incorporation and/or
Bylaws to provide the maximum indemnification or other protection to Reorganized
Debtor's officers and directors that is allowed under applicable state law.

               (v) Without shareholder approval, take any and all actions
necessary or appropriate to effectuate any amendments to its certificate or
articles of incorporation and/or bylaws called for under the Plan and the board
of directors and officers of Reorganized Debtor shall be authorized to execute,
verify, acknowledge, file and publish any and all instruments or documents that
may be required to accomplish the same.

               (vi) Enter into a severance agreement with Frank LaChapelle which
shall include among its terms the following: (a) loans to Frank LaChappelle in
the amount of $30,000.00 shall be released and waived; (b) Reorganized Debtor
shall pay Cobra payments for Mr. LaChapelle for a period of one year commencing
with the Effective Date and terminating on the first anniversary of the
Effective Date in an amount not to exceed $6,000 in aggregate; (c) ICC-PLC shall
employ Mr. LaChapelle as a consultant



                                     - 24 -
<PAGE>   29

for a period of one year from the Effective Date, commencing on the Effective
Date and terminating on the first one year anniversary of the Effective Date.

               d.       Cancellation of Claims and Rights to Acquire Interests.

                        Upon Confirmation of the Plan, except for the
shares of Old Common issued and outstanding as of the Petition Date, all
outstanding instruments and securities representing Claims or any rights to
acquire Interests in the Debtors shall be deemed canceled and of no further
force and effect, without any further action on the part of the Court or any
person. The holders of such cancelled instruments, securities, and other
documents shall have no rights arising from or relating to such instruments,
securities or other documents or the cancellation thereof, except the rights
provided pursuant to the Plan.

       C.      Issuance of Securities of Reorganized Debtor.

               On the Effective Date or as soon as practicable thereafter,
Reorganized Debtor is hereby authorized to and shall issue the securities to be
distributed as provided for in the Plan.

       D.      Assignability of Consideration Received.

               Any person or entity, including any private or publicly held
corporation, entitled to receive consideration or securities of the Reorganized
Debtors may designate one or more nominees or designees to receive the
consideration or securities to be issued pursuant to the Plan, and that person
or entity, including any private or publicly held corporation, may distribute
the securities to any person or entity it so nominates or designates,



                                     - 25 -
<PAGE>   30

including to any public or private shareholder or Interest holder,
so nominated or designated.

       E.      Prohibited Actions by Governmental Taxing Authorities.

               Any governmental taxing authority shall be prohibited
from charging any transfer, sales, or any other type of fee or tax pursuant to a
corporate action related to consummation of the Plan.

                                  ARTICLE VIII.

                        PROVISIONS COVERING DISTRIBUTIONS
                     AND OBJECTIONS TO CLAIMS AND INTERESTS

       A.      Disbursing Agent.

               The Disbursing Agent and shall make all distributions from the
Distribution Account contemplated by the Plan with respect to all Allowed
Classes of Claims and Interests.

       B.      Funding for Payments to Allowed Administrative and Other Claims.

               1. Funding for Allowed Administrative and Other Claimants. In
order to fund required payments to the holders of Allowed Administrative Claims
and the Holders of any other Claims provided for in the Plan, the Debtor shall
deposit, have deposited or procured irrevocable commitments to pay a sum
sufficient to satisfy all such Allowed Administrative Claims, all other Claims
(provided for in the Plan) and all other Plan obligations. On or before ten days
prior to any distribution contemplated under this Plan the Debtor shall cause to
be deposited into the Distribution Account funds sufficient to make each such
distribution. As soon as practicable following the Effective Date, the
Disbursing Agent will disburse to the holders of Allowed Claims, whether



                                     - 26 -
<PAGE>   31

administrative, priority, classified or unclassified, all sums required to be
paid to the holders of such Claims under the Plan.

               2. Distribution Of Securities.

               Reorganized Debtor, either directly or through its stock
transfer agent, shall distribute the securities authorized under
the Plan.

       C.      Disputed Claims and Interests.

               1. Objections to Claims and Interests. Unless the Court orders
otherwise, as of the date of Confirmation, the Reorganized Debtor shall have the
right and standing to: (a) object to or contest the allowance of any alleged
Claim, whether or not such Claim is listed in the Schedules as disputed,
contingent or unliquidated; and (b) compromise and settle its objections to
Disputed Claims or Interests. The Reorganized Debtors may litigate to final
judgment, settle or withdraw objections to Disputed Claims or Interests. The
Reorganized Debtor shall pay any expenses and fees that they incur in connection
with such actions.

               2. Filing Deadline. All objections to Claims and Interests must
be filed as follows: (i) for Claims and Interests filed before the date of
Confirmation, on or before 180 days after the Effective Date; and (ii) for
Claims or Interests filed subsequent to the date of Confirmation, on or before
180 days after the filing of such Claim or Interest; provided, however, that the
Court may extend the deadlines set forth above.

               3. Payment or Distribution upon Resolution of Disputed Claims or
Interests. With respect to any Claim or Interest as to which the Debtor has
filed an objection,



                                     - 27 -
<PAGE>   32

Debtor shall make no payments or distributions with respect to the holder of a
disputed Claim or Interest until the Court resolves any and all objections to
Disputed Claims or Interests pursuant to a Final Order or unless the Debtor and
the Claimant or Interest holder reach a settlement.

       D.      Funding for Priority, Administrative Secured and Unsecured
               Claims.

               On the later of:  (i) the Effective Date; or (ii) the
date upon which a Claim becomes an Allowed Claim, Debtor shall fund the
aggregate amount needed under the Plan to pay the following: (1) Allowed
Administrative Claims; (2) Allowed Tax Claims; (3) the amounts, if any, required
to cure or pay in full any Allowed Secured Claims; (4) the amounts required to
be paid to Holders of Allowed Unsecured Claims in accordance with the Plan.

                                   ARTICLE IX.

                      CONDITIONS PRECEDENT TO CONFIRMATION
                          AND CONSUMMATION OF THE PLAN

       A.      Revesting of Assets in Debtors.

               Pursuant to Sections 553 and 1141 of the Bankruptcy
Code, all assets of the Estate shall vest in the Reorganized Debtor free of
liens and Claims except as provided in the Plan.

       B.      Litigation Rights.

               Pursuant to Section 1123(b)(3) of the Code, and except as
otherwise provided in the Plan, each and every claim, demand or cause of action
which the Debtor had, or had the power to assert, immediately prior to
Confirmation, including but not limited to avoidance actions pursuant to Section
544 through 553, inclusive, of the Code, shall vest in the Reorganized Debtor
free and clear



                                     - 28 -
<PAGE>   33

of all liens, claims and interests of Claimants other than as provided in the
Plan. The Reorganized Debtor may commence adversary proceedings or take other
action against persons or entities in order to assert those claims, demands or
causes of action, including without limitation those claims referred to in the
Disclosure Statement. The Reorganized Debtors may prosecute or, when
appropriate, settle and compromise such causes of action or claims for relief,
and all net recoveries shall become the property of the Reorganized Debtor.

                                   ARTICLE X.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

       A.      Rejection of Executory Contracts and Unexpired Leases.

               Pursuant to Section 365 of the Code, and except as
provided by operation of law or by order of this Court, the Debtor hereby
rejects all executory contracts and unexpired leases which existed on the
Petition Date except those, if any, previously assumed by Debtor pursuant to
Final Order; provided that as to any unexpired lease or executory contract as to
which there is a motion for assumption under section 365(a) of the Code which is
pending as of the Confirmation Date, this provision shall be suspended and shall
be subject to Court Order.

       B.      Classification of Claims Arising from the Rejection of Executory
               Contracts and Unexpired Leases.

               Any Claim arising from the rejection of an executory contract or
unexpired lease shall be deemed a Class 5 Unsecured Claim. The holder of a Claim
arising from the rejection of an executory contract or unexpired lease must file
with the Court and serve on the Disbursing Agent, not later than 20 days after
the



                                     - 29 -
<PAGE>   34

Order of Confirmation, a Proof of Claim for any damages resulting from the
rejection of such executory contract or unexpired lease, or such holder is
forever barred from asserting any Claim or participating as a Claimant under the
Plan by reason of the rejection.

                                   ARTICLE XI.

                            MODIFICATION OF THE PLAN

               Pursuant to the provisions of Section 1127 of the Code, the
Debtor and the Reorganized Debtor reserve the right to modify or alter the
provisions of the Plan at any time prior or subsequent to the Order of
Confirmation.

                                  ARTICLE XII.

                                    DISCHARGE

               The Order of Confirmation constitutes the discharge of any and
all liabilities of the Debtor, except as provided in the Plan and under the
Code.

                                  ARTICLE XIII.

                            RETENTION OF JURISDICTION

               Notwithstanding the Order of Confirmation, the Court shall retain
jurisdiction for all purposes provided by the Code, including, without
limitation:

       A. The determination of the allowability and amount of Claims under the
Plan, including, without limitation, Claims arising under Section 1124(2) of the
Code;

       B. The determination or request for payment of Claims entitled to
priority under Section 507(a)(1) of the Code, including compensation of the
parties entitled thereto;

       C. The resolution of any disputes regarding the



                                     - 30 -
<PAGE>   35

interpretation of the Plan;

       D. Implementation of the Plan and entry of orders in furtherance of
consummation of the Plan, including, without limitation, appropriate orders to
protect the assets of the Estate, the Disbursing Agent, and/or the Reorganized
Debtor from creditor actions which the Plan and Order of Confirmation disallow
or affect;

       E. The adjudication of any cause of action or claim for relief, including
avoidance power actions which the Debtor or the Reorganized Debtor have brought
or might bring;

       F. The modification of the Plan pursuant to Section 1127 of the Code; and

       G. The entry of a final decree terminating the Cases.

                                  ARTICLE XIV.

                             SECURITIES TO BE ISSUED
                              PURSUANT TO THE PLAN

       A.      Status of Securities to be Issued Pursuant to the Plan.

               Except with respect to an entity that is an underwriter
as defined in subsection (b) of Section 1145 of the Code, Section 5 of the
Securities Act of 1933 and any State or local law requiring registration for
offer or sale of a security or registration or licensing of an issuer of,
underwriter of, or broker or dealer in a security, shall not apply to the offer,
issuance and sale of New Common.

/ / /

/ / / 

/ / /



                                     - 31 -
<PAGE>   36


                                   ARTICLE XV.

                              CONFIRMATION REQUEST

               If necessary, the Debtor, as proponent of the Plan, request
Confirmation pursuant to Section 1129(b) of the Code.

Dated:  January 5, 1998                   INTERSCIENCE COMPUTER CORPORATION,
                                            a California corporation



                                          By:            /S/
                                             -----------------------------------
                                                 WALTER KORNBLUH, President


Presented by:

BIEGENZAHN WEINBERG



By:             /S/
    ----------------------------------
    JOEL B. WEINBERG
    Attorneys for Debtor in Possession



                                     - 32 -