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                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                               SOUTHERN DIVISION

In re:                                     *
                                           
TRAK CHICAGO LIMITED                       *        Case No. 95-1-3099-DK
    PARTNERSHIP I,                                        (Chapter 11)
                                           *
                          Debtor.          
*        *       *        *       *        *        *       *        *       *


                            DEBTOR'S FOURTH REVISED
                             PLAN OF REORGANIZATION

         Trak Chicago Limited Partnership I, by Ronald S. Haft individually and
as a general partner thereof, hereby proposes this Fourth Revised Plan of
Reorganization, pursuant to Chapter 11, Title 11 of the United States Code.

                                  INTRODUCTION

         This Fourth Revised Plan of Reorganization sets forth the treatment of
Claims and interests in the case of Trak Chicago Limited Partnership I.

                                   ARTICLE I

                                  DEFINITIONS

         The terms set forth below in this Article I shall be used in this
Fourth Revised Plan of Reorganization and, when so used, unless the context
requires otherwise, shall have the  meanings set forth below.  A term used in
the Fourth Revised Plan that is not defined shall have the meaning ascribed to
that term, if any, by the Bankruptcy Code:

         Administrative Expense(s):  means those expenses and costs allowed
pursuant to section 503(b) of the Bankruptcy Code, including court costs and
professional fees incurred by the Debtor-in-Possession subsequent to the filing
of this Reorganization Case.

         Allowed Claim(s):  means any right to payment as defined in section
101(5) of the Bankruptcy Code: (a) in respect of which a proof of Claim has
been filed with the Bankruptcy Court
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on or before the Bar Date; or (b) which is listed in the Schedules and
Statements of Liabilities of Debtor filed by the Debtor-in-Possession with the
Bankruptcy Court, including any amendments thereto, and is not listed as
disputed, contingent or unliquidated as to amount, and which has not otherwise
been paid during the course of this bankruptcy case from any source; and as to
any Claim, either no objection to the allowance thereof has been filed, or if
any objection has been filed, such objection has been denied by a Final Order
or the Claim fixed as to amount by a Final Order.

         Bankruptcy Code:  means the United States Bankruptcy Code, 11 U.S.C.
Section 101 et seq. as in effect from time to time.

         Bankruptcy Court or Court:  means the United States Bankruptcy Court
for the District of Maryland, or any court or tribunal subsequently constituted
to adjudicate matters arising under the Bankruptcy Code or any successor
bankruptcy laws promulgated by the Congress of the United States and which
assumes jurisdiction over this Reorganization Case.

         Bar Date:  means the date established by the Bankruptcy Court for
filing proofs of Claim in this Reorganization Case; provided, however, that if
the Bankruptcy Court has ordered an extension of the time by which a particular
Creditor may file a proof of Claim, the date set with respect to such Creditor
shall be the Bar Date with respect to such Creditor, but only as to such
Creditor.

         Bridgeview Newco:  means Bridgeview Warehouse, L.L.C., a limited
liability company formed pursuant to the laws of the State of Delaware, whose
sole members are in Dart's discretion,  Trak Auto or Dart and/or other entities
wholly owned by Trak Auto and/or Dart.

         Bridgeview Warehouse:  means the warehouse located at 8811 South 77th
Avenue, Bridgeview, Illinois and all land and structures and improvements with
respect thereto.

         Chapter 11:  means Chapter 11 of the Bankruptcy Code.

         Claim(s):  has that meaning ascribed to it by Section 101(5) of the
Bankruptcy Code.





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         Class:  means a Claim or interest, or a group of Claims or interests,
consisting of those Claims or interests which are substantially similar to each
other, as classified under the Plan, or a Claim or interest or a group of
Claims or interests classified by amount as may be reasonable and necessary as
administrative convenience Claims, or a group of Claims or interests which are
otherwise required to be separately classified.

         CPI:  means Combined Properties Incorporated.

         CPI Management Agreement:  means the Amended and Restated Exclusive
Leasing and Management Agreement by and between CPI and Trak Chicago dated May
12, 1993, as amended from time to time.

         Combined Entities:   means any entity through which RSH or HHH or both
now own or any time in the past have owned, operate or operated, manage or
managed, their private interests in various shopping centers, office buildings,
warehouses and other assets, including the entities set forth in Exhibit 1.1.17
attached to the Settlement Agreement.

         Confirmation Date:  means the date of the signing by the Court of the
Order of Confirmation of the Plan.

         Confirmation of the Plan:  means the signing by this Court of an order
confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code.

         Creditor:  has that meaning ascribed to it by section 101(10) of the
Bankruptcy Code.

         Dart:  means Dart Group Corporation.

         Dart Claims:  means all causes of action, Claims and demands of any
nature whatsoever of Dart and Trak Auto, including, inter alia, Claims for the
reformation of its lease with the Debtor and a refund of rents paid.

         Dart/RSH Settlement Agreement:  means that agreement by and among
Ronald S. Haft and Dart, among others, dated as of October 6, 1995.





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         Debtor or Debtor-in-Possession:  means Trak Chicago Limited
Partnership I.

         Disallowed Claim(s):  means any Claim (or Claims) which has been
disallowed pursuant to a Final Order.

         Disputed Claim(s):  means a Claim (or Claims)against the Debtor and
Debtor-in-Possession, either scheduled or to the extent that a proof of Claim
has been filed or is deemed to have been filed, as to which an objection has
been timely filed and which objection, if timely filed, has not been withdrawn
on or before any date fixed for filing such objections by order of the
Bankruptcy Court and has not been denied by a Final Order.  To the extent an
objection relates to the allowance of only a part of a Claim, such Claim shall
be a Disputed Claim only to the extent of the objection.

         Effective Date:  means that date after the Confirmation of the Plan
when all of the terms and conditions of Article XIII of the Plan have been
fully complied with.

         Equity Security:  means the interest of a  limited partner of a Debtor.

         Executory Contract:  means any unexpired lease or contract to which
the Debtor and Debtor-in-Possession is a party and which is executory within
the meaning of section 365 of the Bankruptcy Code.

         Final Order:  means an order of the Court or of any court of competent
jurisdiction which has been entered and which has become final by expiration of
the time for an appeal therefrom, or, if an appeal(s) is taken, by resolution
of such appeal(s) in favor of one of the parties thereto and the expiration of
the time for further appeal(s) therefrom.

         Herbert Haft Assertions:  means those causes of action, choses in
action, Claims, interests and demands of any nature whatsoever, known or
unknown, which have been or could be asserted by Herbert H. Haft against the
Debtor, including, but not limited to, all of those causes of action which have
been or could have been brought in the Superior Court Litigation.





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         Indemnification Claims:  means the indemnification and/or guaranty
Claims, if any, of Gloria G. Haft, Robert M. Haft, Linda G. Haft and their
family trusts against the Debtor, which Claims, if any, arise out of, inter
alia, the Indemnification Agreement of July 31, 1994 and the Heads of Agreement
of May 17, 1994.

         Insider:  has the meaning ascribed to that term by section 101(31) of
the Bankruptcy Code.

         Loan Documents:  means any notes, deeds of trust, mortgages, pledges,
assignment of rents or other similar documents memorializing an extension of
credit or financing to the Debtor.

         Notice and a Hearing:  has the meaning ascribed to that term by
section 102(1) of the Bankruptcy Code.

         Other Family Members:  means Robert M. Haft, Linda G. Haft and Gloria
G. Haft and their respective family trusts.

         Partnership Agreement:  means the Limited Partnership Agreement of the
Debtor as amended from time to time.

         Petition Date:  means May 25, 1995.

         Plan:  means this Fourth Revised Plan of Reorganization.

         Priority Claims:  means all Claims as defined in sections 507(a)(3),
(a)(4) and (a)(6) of the Bankruptcy Code only [excluding claims as defined in
sections 507(a)(1), (a)(2), (a)(5), (a)(7) and (a)(8)of the Bankruptcy Code].

         Proponent(s):  means Trak Chicago, by Ronald S. Haft individually and
as a general partner thereof.

         Pro Rata:  means the proportion that the dollar amount of an Allowed
Claim in a particular Class or Classes bears to the aggregate dollar amount of
all Allowed Claims in such Class or Classes.





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         Rejection Claim:  means any Claim arising under section 502(g) of the
Bankruptcy Code and any Claim of a holder of an Executory Contract which
pursuant to prior Order of Court is allowed as a Claim under section 502(g) of
the Bankruptcy Code.

         Remaining Cash Collateral:  means the cash collateral of the Debtor
remaining as of the Effective Date, after the deduction therefrom of the
amounts needed to satisfy the Allowed Claims for legal fees and costs of
Travelers.

         Reorganization Case:  means the case of the reorganization of Trak
Chicago commenced by the filing of a Voluntary Petition for Relief pursuant to
Chapter 11 on or about May 25, 1995, being jointly administered and now pending
in this Court under the designation of In re: Haft Equities-Bladen Limited
Partnership, et. al., Case Nos. 95-1-3093-DK through 95-1-3104-DK.

         Restructured Loan:  means an amended and restated deed of trust note
in an initial principal amount equal to the outstanding balance as of the
Effective Date of the Travelers note dated August 14, 1987, net of any
interest, costs or other charges as well as  amended and restated Loan
Documents to be executed and delivered by Bridgeview Newco to Travelers
pursuant to the Plan, the form and substance of which shall be satisfactory to
Travelers and Bridgeview Newco.

         Schedules:  means the schedules of assets and liabilities filed by the
Debtor-in-Possession with the Bankruptcy Court.

         Secured Claim:  means a Claim secured by a Security Interest.

         Secured Creditor:  means the holder of a Security Interest which was
properly perfected as required by law or order of this Court with respect to
property in which the Debtor-in-Possession has an interest, to the extent of
the value of the interest of the holder of such Claim in the
Debtor-in-Possession's interest in such property.

         Security Interest:  means mortgage, deed of trust, chattel mortgage,
pledge, assignment of rent, pledge, unavoidable judgment lien of record, tax
lien of record, or consensual lien recorded in





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the appropriate jurisdiction or otherwise duly perfected, giving the holder
thereof a validly perfected non-preferential lien on the real or personal
property of the Debtor except as otherwise defined in the Plan.

         Settlement Agreement:  means the Settlement Agreement dated as of
August 14, 1996 by and between Herbert H. Haft and Ronald S. Haft, including
all Exhibits attached thereto, as well as any amendments thereto.

         Special Prepayment(s):  means the payments in the aggregate amount of
$2,000,000.00 to be made by Trak Auto to Travelers on the Effective Date,
pursuant to the terms of the Plan.

         Superior Court Litigation:  means the consolidated law suits in the
Superior Court of the District of Columbia, Civil Division and designated:
Herbert H. Haft v Ronald S. Haft et. al., Civil Action Nos. 94-CA9883 and
95-CA12666.

         Tax Claim:  means all Claims of governmental units pursuant to section
507(a)(8)of the Bankruptcy Code.

         Tier II Partnership:  means Trak Chicago Tier II Limited Partnership,
holder of a sixty-six and two-thirds percent (66 2/3%) limited partnership
interest in Trak Chicago.

         Trak Auto:  means Trak Auto Corporation.

         Trak Chicago:  means Trak Chicago Limited Partnership I.

         Trak Property:  means all of Trak Chicago's ownership interest in and
title to the Bridgeview Warehouse, real or personal property, as well as all
rights of Trak Chicago under any leases, security deposits, contract rights,
licenses, permits, certificates and all other intangible rights owned by Trak
Chicago and which are appurtenant to the Bridgeview Warehouse.

         Travelers:  means The Travelers Insurance Company





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         Travelers Security Interest:  means the liens and security interest of
Travelers pursuant to all of Traveler's Loan Documents including but not
limited to a mortgage loan in the original amount of $6,000,000.00, dated
August 14, 1987.

         Unsecured Creditor:  means any entity having a pre-Petition Date
non-priority Claim for which the entity did not have a Security Interest
securing that Claim.

         Warehouse Lease:  means the lease agreement dated March 12, 1984 by
and between Trak Chicago, Trak Auto and Dart.

                                   ARTICLE II

                      PROVISION FOR ADMINISTRATIVE CLAIMS

         2.01.   The holder of an Administrative Expense Claim awarded by a
Final Order of the Court will receive cash equal to the unpaid portion of such
Allowed Administrative Expense Claim on the later of (a) the Effective Date and
(b) the date on which said entity becomes a holder of such Allowed
Administrative Expense Claim pursuant to a Final Order; provided, however,
those Claims that represent liabilities incurred by the Debtor-in-Possession in
the ordinary course of its business, during the pendency of this Reorganization
Case, shall be assumed by the Debtor and paid in the ordinary course of
business in accordance with the terms and conditions of any agreement relating
thereto, or as otherwise agreed.

         2.02.   Upon the disposition of any property (including real or
personal property, partnership interests, or partnership property) of the
Debtor-in-Possession, the Court, upon application of the Debtor-in-Possession
or any party in interest, may determine the amount of any Tax Claim accruing as
a result of the disposition of said property pursuant to section
503(b)(1)(B)(i) of the Bankruptcy Code.





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                                  ARTICLE III

                         PROVISION FOR PRIORITY CLAIMS

         3.01.   All entities having Allowed Priority Claims shall be paid in
cash, in full, on the Effective Date by the Debtor.

                                   ARTICLE IV

                            PROVISION FOR TAX CLAIMS

         4.01.   The balance of Allowed Tax Claims owing on the Effective Date
shall be paid at the sole discretion of the Debtor-in-Possession, by either (i)
equal annual cash payments on each anniversary of the Effective Date with
interest pursuant to 11 U.S.C. Section 507(a)(8), until the last anniversary of
the Effective Date that precedes the sixth (6th) anniversary of the date of the
assessment of such Allowed Claim, or (ii) an immediate cash payment to the
extent of cash on hand as of the Effective Date or from contributions from
Ronald S. Haft, or (iii) such other treatment as may be agreed upon by the
Debtor-in Possession and the holder of such Allowed Tax Claim.

                                   ARTICLE V

             CLASSIFICATION OF CLAIMS AND INTERESTS OF TRAK CHICAGO

         5.01.   Class One:  Shall consist of the Allowed Secured Claim of The
Travelers Insurance Company in the real property and related assets of Trak
Chicago, as more particularly described in the Loan Documents related thereto.

         5.02.   Class Two:  Shall consist of the Allowed Claims of unsecured
Creditors against Trak Chicago, excluding the Dart Claims and excluding the
Indemnification Claims.

         5.03.   Class Three:  Shall consist of the Allowed Dart Claims.

         5.04.   Class Four:  Shall consist of the Allowed interests of the
Equity Security holders of Trak Chicago.





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         5.05.   Class Five:  Shall consist of the Allowed interests of the
general partner of Trak Chicago.

         5.06.   Class Six:  Shall consist of the Herbert Haft Assertions.

         5.07.   Class Seven:  Shall consist of the Allowed Indemnification
Claims.

                                   ARTICLE VI

                       TREATMENT OF CLASSES OF CLAIMS AND
                     INTERESTS UNDER THE TRAK CHICAGO PLAN

         A.      THE CREDITORS AND INTERESTS OF TRAK CHICAGO SHALL BE TREATED
AS FOLLOWS:

         6.01.   The Class One Creditor shall be paid in full and final
satisfaction, discharge and release of its Claim as follows:

                 (a)      The Class One Creditor's Claim shall be Allowed as of
the Effective Date in the amount equal to the sum of:

                          (i)  the outstanding balance of principal and
         interest, as of the Effective Date, on the mortgage loan in the
         original amount of $6,000,000.00 dated August 14, 1987, including
         accrued interest at the non-default contract rate provided in the
         existing Loan Documents of the Class One Creditor, plus (ii) all
         reasonable fees and expenses of the Class One Creditor, including
         attorneys' and other professional fees, incurred by the Class One
         Creditor prior to and in connection with this Reorganization Case,
         including documenting the Restructured Loan, less (iii) any
         post-petition payments (to the extent not applied in respect to the
         categories set forth in clauses (i) and (ii) above).

                 (b)      In consideration for the treatment provided in this
Plan the Class One Creditor shall waive any Claims it may assert for (x)
interest at the default rate, (y) unpaid late fees, if any, and (z) prepayment
charges permitted under its existing Loan Documents.  On the Effective Date the
Class One Creditor shall receive a payment in cash from the Debtor in an amount
equal to (i) accrued and unpaid interest, if any, at the non-default contract
rate provided in the existing Loan Documents of the Class One Creditor, plus
(ii) $247, 190.20 for all attorneys' fees and expenses in respect of bills
received by Travelers on or before March 13, 1997, plus (iii) the amount of
reasonable fees and





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expenses in respect of bills received by Travelers after March 13, 1997
together with all other reasonable fees and expenses constituting a part of
Travelers' Allowed Claim under Section 6.01(a) of the Plan.  Any dispute
concerning the reasonableness of fees and expenses referred to  in Section
6.01(b)(iii) of the Plan shall be submitted to the Court for resolution, and
the portion of such fees and expenses so subject to dispute shall not be
payable until the dispute is resolved.

                 (c)      On the Effective Date, (i) the Debtor shall cause the
Illinois land trust trustee to convey to Bridgeview Newco fee simple title to
all of the Debtor's real property, improvements, fixtures, including all
property subject to the Warehouse Lease and (ii) all of the Debtor's or said
trustee's (as the case may be) rights under any leases, security deposits,
contract rights, licenses, permits, certificates and any intangible rights
owned by the Debtor or said trustee which are appurtenant to such real
property, shall be conveyed to Bridgeview Newco (collectively, the
"Conveyance").  The Conveyance, and all property transferred pursuant thereto,
shall be subject to Traveler's Security Interest and the Warehouse Lease as
amended pursuant to the terms of Sections 6.01 and 6.03(a) of the Plan.
Traveler's Security Interest, and all obligations thereunder, shall be assumed
by Bridgeview Newco, without any further obligation of the Debtor and shall be
non-recourse as to the members of Bridgeview Newco, but shall be guaranteed by
Trak Auto pursuant to the terms of section 6.01(d)(iv) of the Plan.

                 (d)      On the Effective Date Bridgeview Newco shall execute
and deliver the Restructured Loan which shall contain the following terms and
conditions:

                          (i)  The Restructured Loan shall be dated as of the
         Effective Date and shall have a term of ten (10) years, with all
         unpaid indebtedness due and payable on the tenth anniversary of the
         Effective Date.

                          (ii)  The Restructured Loan shall bear interest at a
         fixed rate equal to 190 basis points in excess of the rate on U.S.
         treasury instruments having a maturity date closest to the maturity
         date of the Restructured Loan, with such fixed rate to be determined
         as of the Effective Date.  Interest shall be payable monthly as
         provided herein.





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                          (iii)  As a means to effect payment of debt service
         (without limiting its obligations with respect thereto), Bridgeview
         Newco shall direct Trak Auto to remit directly to Travelers such
         portion of the basic monthly rental payments due under the Warehouse
         Lease as is necessary to pay the monthly debt service, and Travelers
         shall credit such payments to monthly debt service as if paid by
         Bridgeview Newco directly.  Bridgeview Newco shall make equal monthly
         payments of principal and accrued interest in an amount sufficient to
         fully amortize the principal balance of the Restructured Loan in
         fifteen (15) years from the Effective Date (after giving effect to the
         Special Prepayments as they are received by Travelers).  The first
         such payment shall be due on the first day of the month following the
         month in which the Effective Date occurs, provided that the first
         payment shall be adjusted such that interest is paid in arrears.

                          (iv)  Payment of the Restructured Loan and
         performance of all of Bridgeview Newco's obligations under the
         Restructured Loan shall be guaranteed by Trak Auto, pursuant to the
         terms of an unconditional and irrevocable guarantee to be executed and
         delivered to Travelers on the Effective Date.

                          (v)  the Restructured Loan shall be secured by
         valid, perfected and first priority liens and security interests in
         and to the Bridgeview Warehouse, the Warehouse Lease (as modified
         pursuant to the Plan) and all other property, rights and interests of
         Bridgeview Newco, whether or not subject to the existing Security
         Interest of the Class One's Creditor.  As additional security for the
         Restructured Loan the Class One Creditor shall have an assignment of
         and be entitled to receive directly from Trak Auto, all amounts, if
         any, payable by Trak Auto to Bridgeview Newco under the Warehouse
         Lease as amended pursuant to the terms of the Plan and Bridgeview
         Newco shall irrevocably direct Trak Auto to remit to the Class One
         Creditor such portion of the monthly rental payments due under the
         Warehouse Lease (as amended pursuant  to the terms of the Plan) as is
         necessary to pay the monthly debt service to the Class One Creditor
         under the Restructured Loan.

                          (vi)  Bridgeview Newco's right to prepay the
         Restructured Loan prior to the stated maturity (except for the Special
         Prepayments provided for in section 6.03(e) of the Plan) shall be
         subject to a yield maintenance provision substantially in the form of
         Exhibit A attached hereto and incorporated by reference herein.

                          (vii)  The loan documents evidencing the Restructured
         Loan shall (I) contain representations, warranties, covenants,
         conditions and defaults that are substantially similar in nature and
         scope to those in the existing Loan Documents and (ii) otherwise be in
         a form and substance satisfactory to Travelers, Bridgeview Newco, Trak
         Auto and the Debtor (including, without limitation, the delivery of a
         title insurance policy in form and substance satisfactory to
         Travelers).

                          (viii)  All customary and reasonable costs and
         expenses of Travelers incurred in connection with the closing of the
         Restructured Loan (other then attorneys' fees which shall be paid in
         accordance with Section 6.01 (a) and (b) of the Plan) including,
         without limitation, recording fees, escrow charges, and the cost of
         obtaining title insurance, shall be paid by Bridgeview Newco on the
         Effective Date.





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                 (e)      On the Effective Date Bridgeview Newco shall make a
payment of the Special Prepayments of principal, without penalty or premium, to
Travelers in the aggregate amount of $2,000,000.00, to be funded by Trak Auto
(and which shall be considered additional rent by Trak Auto under the Warehouse
Lease).

                 (f)      On the Effective Date, Travelers shall receive an
estoppel certificate from Trak Auto, in form and substance satisfactory to
Travelers, which, among other things, confirms Trak Auto's obligations under
the Warehouse Lease and acknowledges Travelers' senior rights as holder of the
mortgage.

                 (g)      On the Effective Date, the Class One Creditor shall
release Robert M. Haft, Linda G. Haft, Ronald S. Haft and Herbert H. Haft,
respectively, as to any Claims arising out of the Class One Creditor's existing
Loan Documents, provided, that concurrently therewith, the Class One Creditor
receives from such person a release of any Claims such person may have against
the Class One Creditor arising out of the Class One Creditor's existing Loan
Documents.  The exchange of such mutual releases between the Class One Creditor
and any one or more of such persons shall not be (i) dependent upon the
exchange of mutual releases between the Class One Creditor and any other
person, nor (ii) a precondition to the Confirmation of the Plan.

         6.02.   The Class Two Creditors shall be paid in full and final
satisfaction, discharge and release of their Claims as follows:

                 (a)      Each holder of an Allowed Class Two Claim, if any,
shall receive from cash on hand as of the Effective Date or, to the extent
thereafter needed, contributions from Ronald S. Haft cash payments in an amount
equal to one hundred percent (100%) of its Allowed Claims, as follows:

                          (i)  Trak Chicago shall first satisfy all Allowed
         Administrative Expense Claims, Allowed Priority Claims and Allowed Tax
         Claims; and





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                          (ii)  Thereafter, on a monthly basis following the
         Effective Date, the holders of Allowed Class Two Claims, if any, shall
         receive Pro Rata cash distributions, from cash on hand as of the
         Effective Date or, to the extent thereafter needed, contributions from
         Ronald S. Haft, until such time as they receive one hundred percent
         (100%) of such Allowed Claims.

         6.03.   The Class Three Creditor shall be treated in full and final
satisfaction of their Claims as follows:

                 (a)      On the Effective Date Bridgeview Newco, Dart, Trak
Auto and the Class Three Creditor shall execute an amendment of the existing
Warehouse Lease, which amendment shall provide, inter alia, that Dart shall be
removed as a party thereto and released from all liability thereunder and that
Trak Auto shall pay monthly, as basic rent, a sum equal to the corresponding
regularly scheduled monthly installment of principal and interest due and
payable from time to time under the Restructured Loan.  Except as the Class One
Creditor may otherwise agree, upon maturity of the Restructured Loan, by
acceleration or otherwise, the Warehouse Lease, as amended, shall continue at
the monthly rate in effect immediately prior to the date of maturity, exclusive
of any Special Prepayments and the balloon payment due at maturity, until such
time as the Class One Claim is paid in full other than through a foreclosure
sale.

                 (b)      Trak Auto's  rent obligations shall include the
Special Prepayments which Trak Auto shall be obligated to make as prepaid rent
in compliance with the terms and conditions of section 6.01(e) of the Plan.
The rent under the amended Warehouse Lease shall automatically readjust to
reflect the adjusted monthly debt service on the remaining outstanding balance
of the Restructured Loan after each of the Special Prepayments is made.  If any
other prepayments of principal allowed under the Restructured Loan documents or
consented to by the Class One  Creditor are made, such prepayments shall also
result in corresponding reductions of Trak Auto's monthly payments of rent
obligations under the amended Warehouse Lease.





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                 (c)      Apart from the treatment provided in this Section
6.03 and otherwise in the Plan, the Class Three Creditor shall not receive any
distributions or payments in satisfaction of its Claims, and the Dart Claims
shall be deemed discharged upon the Effective Date.

         6.04.   The Class Four Equity Security holders of Trak Chicago shall
be treated as follows:

                 (a)      The holder of any Equity Security of Trak Chicago
shall retain its Equity Security in the reorganized Debtor subject to the terms
and conditions of Article VII of the Plan.

         6.05.   The Class Five general partnership interests shall be treated
as follows:

                 (a)      The general partner shall retain his general
partnership interest in the reorganized Debtor subject to the terms and
conditions of Article VII of the Plan.

         6.06.   The Class Six Herbert Haft Assertions shall be treated as
follows:

                 (a)      The Class Six Herbert Haft Assertions shall be
treated as set forth in and subject to the terms and conditions of Article VII
of the Plan.

         6.07.   The Class Seven Indemnification Claimants shall be treated as
follows:

                 (a)      The Class Seven Indemnification Claimants shall be
treated as set forth in and subject to the terms and conditions of Article VII
of the Plan.

                                  ARTICLE VII

                CAPITAL RESTRUCTURING FOR THE REORGANIZED DEBTOR

         7.01.   Herbert H. Haft shall not receive any distributions from the
Debtor on account of the Herbert Haft Assertions.

         7.02.   On the Effective Date or on such other date as may be agreed
upon by and among Robert M. Haft, Linda G. Haft and Dart, Robert M. Haft and
Linda G. Haft shall each receive a cash distribution pursuant to the terms of
section 8.02.1 of the Plan, in respect of their limited partnership interest in
the Tier II Partnership.





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         7.03.   Except as expressly provided for under the Plan, the Claims
and interests of Ronald S. Haft, Robert M. Haft, Herbert H. Haft and Linda G.
Haft shall not receive any payments or other distributions under the Plan.

         7.03.1  To the extent of any allowed Indemnification Claims that are
not satisfied from any other source, Ronald S. Haft shall either (i) satisfy
such Claims, or (ii) cause such amounts to be contributed to the Debtor as may
be necessary to satisfy such Claims.

                                  ARTICLE VIII

                        MEANS FOR EXECUTION OF THE PLAN

         8.01.   On the Effective Date, fee simple title to all of the Debtor's
and the land trust's real property (including real property title which is held
by the land trust), improvements, fixtures and all of the Debtor's and the land
trust's rights under any leases, security deposits, contract rights, licenses,
permits, certificates and any intangible rights owned by the Debtor or the of
all Claims, rights of possession, liens and encumbrances, except as expressly
set forth in the Plan.

         8.02.   On or about the Effective Date, the Debtor-in-Possession shall
in accordance with the terms and conditions of the Plan, pay, in cash, to the
respective holders of Allowed Administrative Expense Claims and Allowed
Priority Claims, an amount equal to that holder's respective Allowed Claim.
The Debtor-in-Possession shall thereafter in accordance with the terms and
conditions of the Plan, commence distributions to the holders of Allowed Claims
and interests.  CPI on behalf of the Debtor-in-Possession shall act as
disbursement agent for the purpose of making those distributions provided under
the Plan.

         8.02.1  On the Effective Date or on such other date as may be agreed
upon by and among Robert M. Haft, Linda G. Haft and Dart, the payments to
Robert M. Haft and Linda G. Haft, as





                                       16
<PAGE>   17
described in section 7.02 of the Plan, shall be made by Trak Auto as part of
the consideration paid by Trak Auto for the conveyance of the Debtor's Property
to Bridgeview Newco pursuant to the terms of the Plan.  The payments shall be
in the amount of $638,000.00 to each of Robert M. Haft and Linda G. Haft.

         8.02.2  On the Effective Date, the payment to the Class One Creditor
provided in section 6.01 (b) of the Plan and the payment of Allowed
Administrative Expense Claims as provided in section 2.01 of the Plan shall be
made from the cash collateral of the Debtor and the Remaining Cash Collateral,
if any, shall be conveyed to Bridgeview Newco.  If however, the cash collateral
of the Debtor, as of the Effective Date, is insufficient to make the payments
to the Class One Creditor as provided in section 6.01 (b) of the Plan and all
Allowed Administrative Expense Claims as required by section 2.01 of the Plan,
Ronald S. Haft shall make a capital contribution to the Debtor in such amount
as is necessary to make such payments.

         8.03.   Ronald S. Haft, the general partner of the
Debtor-in-Possession, shall serve as the general partner of the Debtor after
the Effective Date.

         8.04.   Except for the transfers and Conveyance made pursuant to the
Plan, the Confirmation of the Plan shall constitute, as of the Effective Date,
a revesting of title for all purposes of the Debtor-in-Possession's property in
said Debtor-in-Possession, free and clear of all liens and claims and no
further order of court shall be required for such Debtor-in-possession to sell,
convey, loan, or encumber its property in any manner.

         8.05.   The Debtor-in-Possession shall continue to exist after the
Effective Date in accordance with applicable non-bankruptcy law, to the extent
necessary to wind up its affairs.

         8.06.   The Partnership Agreement of the Debtor-in-Possession shall be
amended as necessary to satisfy the requirements of the Plan, subject to
further amendment as permitted by applicable law and by the partnership
agreement of the Tier II Partnership.





                                       17
<PAGE>   18
         8.06.1  As soon as practical on or after the Effective Date, the
reorganized Debtor shall execute such other and further documents as are
reasonably necessary to carry out the terms and conditions of the Plan.

         8.07.   All avoidance actions assertable by the Debtor-in-Possession,
pursuant to Sections 542 through 553 of the Bankruptcy Code, shall be retained
by the Debtor on behalf of and for the benefit of the Debtor following
Confirmation of the Plan; provided, however, that any and all Claims that the
Debtor may have against (i) Travelers, Trak Auto and Dart and their respective
affiliates, successors and assigns, (ii) any of the Other Family Members and
(iii) Herbert H. Haft, that arose prior to the Effective Date, including but
not limited to all avoidance actions assertable by the Debtor-in-Possession,
pursuant to Sections 542 through 553 of the Bankruptcy Code, shall be deemed
released as of the Effective Date and further provided that subject and
pursuant to the terms of the Settlement Agreement, all causes of action, if
any, against Herbert H. Haft are released.

         8.08.   Except as otherwise expressly provided in the Plan, the
Confirmation of the Plan shall, cause on the Effective Date, the discharge of
the Debtor, effective immediately, from any Claim and any "debt" (as that term
is defined in section 101 of the Bankruptcy Code) and the Debtor's liability in
respect thereof will be extinguished completely, whether reduced to judgment or
not, liquidated or unliquidated, contingent or fixed, asserted or unasserted,
matured or unmatured, disputed or undisputed, legal or equitable, known or
unknown, that arose from any agreement that the Debtor entered into or
obligations that the Debtor-in-Possession incurred before the Confirmation of
the Plan, including without limitation, liabilities of a kind specified in
sections 502(g), (h) and (i) of the Bankruptcy Code, whether or not a proof of
Claim is filed or deemed filed under section 501 of the Bankruptcy Code,
whether or not such Claim is allowed under section 502 of the Bankruptcy Code,
or whether or not the holder of such Claim has accepted the Plan.





                                       18
<PAGE>   19
         8.08.1  Except as expressly set forth in the Plan, Security Interests
shall not be released by virtue of the discharge of Claims and debts which
occurs upon the Effective Date.

         8.08.2  Notwithstanding any provisions of the Plan to the contrary,
the Indemnification Claims shall not be discharged.  In each and every respect,
all rights of the holders of the Indemnification Claims are fully preserved,
and nothing in the Plan shall in any way affect or impair any right of any
holder of an Indemnification Claim against the Debtor, Ronald S. Haft or any
other person or entity.

         8.09.   Except as expressly provided in the Plan, the Confirmation of
the Plan will provide that all persons (including but not limited to
individuals, corporations, partnerships, joint ventures, associations, trusts,
estates, unincorporated organizations, and governments) who have held, hold or
may hold Claims are permanently enjoined, on and after the Effective Date,
from:

                 (a)      commencing or continuing in any manner or form the
enforcement, attachment, collection or recovery, by any manner or means, of any
pre-petition Claim, judgment, award, decree or order against the Debtor or its
current or former partners solely by virtue of their status as a partner
(except to the extent such provision against the Debtor's partners alters the
rights of the holder of a Security Interest, in which event this provision
shall not apply); of creating, perfecting or enforcing any encumbrance of any
kind against the Debtor; from exercising any discretionary and/or "call"
provisions of any loan documents allowing the acceleration of Claims; from
asserting any set off, right of subrogation, or recoupment of any kind against
any obligation due from the Debtor or from any act in any manner, in any place
whatsoever, that does not conform to or comply with the provisions of the Plan;
provided, however, that proceedings may be continued only for the purpose of
obtaining a liquidation of any asserted Claims against the Debtor on the
condition that the holder of any such judgment shall be enjoined from executing
against any of the assets of the Debtor-in-Possession, and further provided
that nothing contained herein shall preclude





                                       19
<PAGE>   20
actions commenced in the Court to seek compliance with or to enforce the terms
and conditions of the Plan.  Unless otherwise provided, the injunction provided
herein shall remain in full force and effect until the consummation of the
Plan.

                 (b)      The provisions contained in Section 8.09(a) of the
Plan, as well as the treatment of Claims provided in the Plan, shall not be
deemed or construed to preclude (i) actions or enforcement efforts necessitated
from a breach or default under the terms of the Plan or (ii) a Secured Creditor
from enforcing any remedy available to it pursuant to applicable law or its
Loan Documents based upon a post-Confirmation Date default under the terms of
the Secured Creditor's Loan Documents as modified by the terms and conditions
of the Plan, or (iii) Travelers from exercising any right or remedy under or
from enforcing any obligations in respect of the Restructured Loan, or (iv) any
of the Other Family Members from asserting and pursuing any rights, demands,
debts, obligations or Claims of any nature whatsoever that they may have
against the Debtor, Ronald S. Haft, Herbert H. Haft or the Combined Entities.

         8.10.   The Proponents reserve the right, in accordance with the
Bankruptcy Code to amend or modify the Plan or the treatment of any Claim prior
to the Confirmation of the Plan.  After the Confirmation of the Plan, the
Proponents may amend or modify the Plan, or a portion thereof, in accordance
with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission,
or reconcile any inconsistency in the Plan, in such a manner as may be
necessary to carry out the purpose and intent of the Plan; provided, however,
that no amendment, waiver, modification or supplement shall be made to the Plan
without the prior written consent of (i) Dart, Trak Auto and Travelers, or
their respective representatives, and (ii) the Other Family Members, provided
that such written consents shall not be unreasonably conditioned, withheld or
delayed.





                                       20
<PAGE>   21
         8.11.   The obligations of Dart and Trak Auto with respect to the Plan
shall be subject to compliance with the Standstill Order dated December 6, 1995
of the Court of Chancery of the State of Delaware in and for Newcastle County.

         8.12.   Bridgeview Newco shall be formed on or before the Effective
Date.  Its sole members shall in Dart's discretion be Dart, Trak Auto, and or
subsidiaries or other entities wholly owned by Dart and/or Trak Auto.

         8.13.   Any deeds, leases, assignments, pledges, deeds of trust,
transfers of security, mortgages, modifications or other documents of
conveyance contemplated by this Plan from the Debtor-in-Possession, including,
but not limited to the transfer of the land trust, whether made before or after
the Confirmation of the Plan, shall be deemed instruments of transfer under a
plan pursuant to 11 U.S.C. Section 1146 and, as a result, may not be taxed
under any law imposing a stamp or similar tax.

                                   ARTICLE IX

                           JURISDICTION OF THE COURT

         9.01.   Notwithstanding the Confirmation of the Plan, the Court will
retain jurisdiction until consummation of the Plan to ensure that the purposes
and intent of the Plan are carried out. The Court's jurisdiction shall be over
any and all disputes and litigation pending at the time of the Confirmation of
the Plan, any controversies that may arise thereafter, and any controversies
that may affect the Debtor-in-Possession's ability to effectuate the
consummation of the Plan.

         9.01.1  By way of illustration of the jurisdiction retained by the
Court, but not by way of limitation of the same, the Court shall retain
jurisdiction in this case, among other things, for the following purposes:

                 (a)      Classification and re-examination of any Claims of
any Creditors (other than the Class One Claim as Allowed under the Plan), and
the determinations of any objections which may be filed thereto, provided,
however, that the Debtor-in-Possession's failure to object to any





                                       21
<PAGE>   22
Claim which has been allowed for the purpose of voting shall not be deemed a
waiver of the Debtor-in-Possession's right to later object thereto;

                 (b)      The correction of any defect or omission in the Plan
and in the Confirmation of the Plan, as may be necessary to effectuate the
consummation of the Plan;

                 (c)      The modification of the Plan after Confirmation;

                 (d)      To determine any and all applications, Claims,
adversary proceedings, or to allow, disallow, estimate, liquidate, or determine
any Claim against the Debtor-in-Possession and to enter or enforce any order
requiring the filing of any such Claim before a particular date;

                 (e)      To determine any and all pending applications for
rejection or disaffirmance of Executory Contracts or leases and to hear and
determine and, if need be, to liquidate any and all Claims arising therefrom;

                 (f)      To enter such orders as may be necessary to enforce
the injunctions provided in the Plan;

                 (g)      To determine proceedings pursuant to Section 510 of
the Bankruptcy Code to equitably subordinate any Claim or Class of Claims; and

                 (h)      All other matters which the Court must determine
under the Plan;

         9.02.   Notwithstanding the retention of jurisdiction by the
Bankruptcy Court, (i) the holders of Security Interests may, after the
Effective Date, enforce any post Confirmation Date defaults in any court of
competent jurisdiction, including state or federal courts, as applicable, and
(ii) any of the Other Family Members may enforce any or all of their rights
arising out of the Indemnification Claims in any court of competent
jurisdiction, including, as applicable any state or federal court, and provided
further that jurisdiction over any dispute arising out of or relating to the
Indemnification Claims shall not be retained by the Court.





                                       22
<PAGE>   23
                                   ARTICLE X

                              EXECUTORY CONTRACTS

         10.01.  The Debtor-in-Possession reserves the right to apply to the
Court prior to the Confirmation of the Plan to assume or reject any Executory
Contract pursuant to 11 U.S.C. Section 365.

         10.02.  Except as otherwise set forth in the Plan, by virtue of the
Confirmation of the Plan, the Effective Date shall automatically constitute an
assumption and assignment by the Debtor to Bridgeview Newco of all unexpired
leases in which the Debtor-in-Possession or the land trust is a lessor which
are not otherwise provided for in the Plan which (i) have not been rejected
prior to that date, (ii) have not been assumed, in whole or in part, by prior
Order of Court or, (iii) which are not the subject of a pending application
seeking a rejection thereof.  The Confirmation of the Plan shall automatically
constitute an assumption and assignment on the Effective Date by the Debtor to
Bridgeview Newco of the Warehouse Lease as amended pursuant to Section 6.03 of
the Plan.

         10.02.1  The CPI Management Agreement will terminate on the Effective
Date, without any penalty to any person or entity, including but not limited to
the Debtor or Bridgeview Newco.  The Debtor shall, as necessary, provide such
notice to CPI as is required to effectuate said termination.

         10.03.  Pursuant to Bankruptcy Rule 3002 (c)(4), and except as
otherwise ordered by the Court, proofs of Claim for Claims arising from the
rejection of an Executory Contract or unexpired lease shall be filed with the
Court no later than thirty (30) days after the later of the entry of a Final
Order approving such rejection and the Confirmation of the Plan, or such Claim
shall be forever barred.





                                       23
<PAGE>   24
                                   ARTICLE XI

                               GENERAL PROVISIONS

         11.01.  To the extent a Claim is a contingent or Disputed Claim, the
Debtor-in-Possession shall not be required to make the applicable disputed
portion of a payment to a holder of such contingent or Disputed Claim which
would otherwise be payable to said contingent or Disputed Claimant.  Until such
time as a contingent or Disputed Claim becomes fixed and absolute, such Claim
shall be treated as a contested Claim for purposes related to estimation,
allocations and distributions under the Plan and Disputed Claims shall not have
the ability to vote.

         11.02.  Nothing contained in section 11.01 of the Plan shall be
construed to prohibit the holder of a Disputed Claim or contingent Claim from
seeking an order of the Court authorizing the temporary estimation of such
Claim for voting purposes.  In the event that said Claim becomes an Allowed
Claim, then the Debtor-in-Possession shall thereafter cause to be paid to the
holder an amount which would have theretofore been paid to such holder under
the Plan had the Allowed Claim amount of such Claim been fixed and determined
as of the Effective Date in accordance with the terms of the Plan and in the
same manner as any other Creditor of the same Class.

         11.03.  Whenever any payment to be made under the Plan is due on a day
other than a business day, such payment will instead be made on the next
business day.

         11.04.  No action taken by any of the  Other Family Members in the
Reorganization Case, including without limitation the filing of proofs of
claims, the filing of any pleadings, any statement made in connection with any
hearing, withdrawal of any objections to confirmation, the casting of any
ballot or withdrawal of any ballot cast in connection with the Plan shall in
any way impair or affect any Claims of any of the Other Family Members against
the Debtor, Herbert H. Haft, Ronald S. Haft or the Combined Entities, nor shall
any such action in any way constitute or be deemed to





                                       24
<PAGE>   25
constitute any grounds for, or give rise to, any defense to, offset of, or
reduction in liability of the Debtor, Ronald S. Haft, Herbert H. Haft or the
Combined Entities to the Other Family Members.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         12.01.  The adoption of the amended Partnership Agreement in
accordance with Article VII of the Plan shall be deemed to have occurred and be
effective on the Effective Date, without any further requirement of action by
the Equity Security holders.  Effective as of the Effective Date, Ronald S.
Haft, the general partner of the Debtor shall, without the need for any further
order of the Court, have an irrevocable power of attorney to execute said
amendment on behalf of all limited partners of the Debtor and to execute all
documents needed to effectuate the Conveyance to Bridgeview Newco described in
section 6.01(c) of the Plan.

         12.02.  All applications for payment of Administrative Expense Claims,
must be filed within forty-five (45) days of the Effective Date.  Any such
Claim that is not filed by that date shall be forever barred and discharged.

         12.03.  As soon as possible, but in no event more than two (2) months
after the Effective Date, any party in interest may file and prosecute
objections to Claims and equity interests, which objections shall be filed with
the Bankruptcy Court; provided, however, the Class One Claim and the Class
Three Claim shall for all purposes be allowed as provided in this Plan.

         12.04.  In order to confirm the Plan, and to the extent necessary, the
Debtor invokes the entitlement of Section 1129(b) of the Bankruptcy Code, such
that, as long as the Plan does not discriminate unfairly, and is fair and
equitable, with respect to any Class of Claims or interests that are impaired
under and have not accepted the Plan, the Plan may be confirmed by the Court.

         12.05.  On or before the tenth (10th) day preceding the commencement
of the hearing on the Confirmation of the Plan, the Debtor and/or any party in
interest shall file with the Court such





                                       25
<PAGE>   26
agreements and other documents as may be necessary or appropriate to effectuate
and further evidence the terms and conditions of the Plan, including the Class
One Creditor's drafts of the proposed principal loan documents evidencing the
Restructured Loan.

         12.06.  Should any provision of this Plan be determined to be invalid,
void or unenforceable, such determination shall not in any way limit or affect
the enforceability and operative effect of any or all other provisions of the
Plan and the Court shall, with the consent of the Proponents, the Class One
Creditor, the Class Three Creditor and the Other Family Members,  have the
power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void or unenforceable, and
such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder
of the terms and provisions of the Plan shall remain in full force and effect
and in no way shall be affected, impaired or invalidated by such holding,
alteration or interpretation.  The Confirmation of the Plan shall constitute a
judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

         12.07.  All fees payable pursuant to Chapter 123 of Title 28, United
States Code, as determined by the Bankruptcy Court on the Confirmation Date,
shall be payable on the Effective Date.  Any statutory fees accruing after the
Confirmation of the Plan shall constitute Administrative Expenses and be paid
in accordance with Article II of the Plan.

         12.08.  Until the Effective Date, all creditors and
parties-in-interests' rights to make any motion or seek any other relief
whatsoever including, but not limited to, moving for relief from the automatic
stay, appointment of a trustee or conversion or dismissal of the Debtor's
Chapter 11 case (including, without limitation, on the grounds of any failure
to consummate the Plan or the Plan to





                                       26
<PAGE>   27
become effective) shall not be impaired or restricted by the terms of the Plan,
the Confirmation of the Plan, or by virtue of having voted for the Plan.
Following the Effective Date, the rights of the parties shall be governed by
the Plan and applicable law.

         12.09.  Provided that it does not delay the implementation of the
Plan, nor diminish the value of the Plan to Dart, Trak Auto or Bridgeview
Newco, Dart, Trak Auto and Bridgeview Newco agree to use reasonable efforts to
cooperate with the Debtor, without cost to Dart, Trak Auto or Bridgeview Newco,
in the event the Debtor elects to structure the conveyance(s) provided in
Section 6.01 of the Plan in a tax-free manner pursuant to section 1031 of the
Internal Revenue Code.

                                  ARTICLE XIII

                           EFFECTIVENESS OF THE PLAN

         13.01.  As a condition precedent to the effectiveness and the
Effective Date of the Plan the following events shall have first occurred:

                 (a)      The Confirmation of the Plan has become a Final
Order;

                 (b)      All documents, instruments and agreements, in form
and substance satisfactory to the Proponents, provided for under or necessary
to implement the Plan shall have been executed and delivered by the parties
thereto, unless such execution or delivery shall have been waived by the
parties entitled under such documents, instruments or agreements to waive such
execution or delivery; and

                 (c)      Dart and Ronald S. Haft have executed an amendment to
the terms of the Dart/RSH Settlement Agreement in a form mutually acceptable to
them.

                 (d)      Dart, Trak Auto and the Other Family Members have
entered into definitive settlement agreements, by and among them, in a form
mutually acceptable to them, dealing with all matters in dispute between them
and have thereafter entered into a closing thereon.





                                       27
<PAGE>   28
         13.02.  Any of the conditions precedent to the effectiveness and the
Effective Date of the Plan may be waived by the unanimous consent of the
Proponents, Dart, Trak Auto, the Other Family Members and the Class One
Creditor.

         13.03.  In the event that (i) Dart, Trak Auto, Ronald S. Haft and the
Other Family Members have  not entered into definitive settlement agreements,
by and among them, within thirty (30) days after the filing of the Plan, and/or
(ii) have not effected the closing of such settlement agreements by August 15,
1997, then in either such event the Plan shall be deemed null and void and of
no further force and effect at the election of the Class One Creditor,
exercised by written notice to the Debtor, the Court and all parties in
interest.

         13.04.  If Dart has not previously done so, promptly upon the
execution of any definitive settlement agreement among Dart, Trak Auto Robert
M. Haft, Linda G. Haft and Gloria G. Haft dealing with matters in dispute
between them, Dart and Trak Auto agree to give notice to the other parties to
the Standstill Order described in Section 8.11 of the Plan, as to the
Confirmation of the Plan, the pendency of such definitive settlement agreement,
and such other matters, if any, as Dart may in its discretion deem appropriate.





                                       28
<PAGE>   29
                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                               SOUTHERN DIVISION

In re:                                     *
                                           
TRAK CHICAGO LIMITED                       *        Case No. 95-1-3099-DK
    PARTNERSHIP I,                                         (Chapter 11)
                                           *
                 Debtor.                   
*        *       *        *       *        *        *       *        *       *

                           ORDER CONFIRMING DEBTOR'S
                     FOURTH REVISED PLAN OF REORGANIZATION

         A Confirmation hearing having been held on April 4, 1997 to consider
the Debtor's Third Amended Plan of Reorganization, and upon the motion of all
parties-in-interest the Court having granted leave to the Debtor to file
revisions to said plan, and the Debtor having filed the Debtor's Revised Third
Amended Plan of Reorganization on May 2, 1997 and mailed a copy of the Revised
Third Amended Plan to creditors, equity security holders and other
parties-in-interest, and the Court having entered an Order on June 12, 1997
Confirming the Debtor's Revised Third Amended Plan of Reorganization (the
"First Confirmation Order"), and the Debtor thereafter having filed a
Stipulation and Consent Order Providing for Modification of Debtor's Revised
Third Amended Plan of Reorganization and a Fourth Revised Plan of
Reorganization (the "Plan") on October 28, 1997 and, after proper notice, this
Court has determined:

         1.      The Plan complies with the applicable provisions of Chapter 11
of the Bankruptcy Code;

         2.      The Debtor has complied with the applicable provisions of
Chapter 11 of the Bankruptcy Code;
<PAGE>   30
         3.      The Plan has been proposed in good faith and not by any means
forbidden by law;

         4.      Any payment made or promised by the Debtor for services or for
costs and expenses incurred in connection with the case, or in connection with
the Plan and incident to the case, has been disclosed to the Court and is
reasonable or is subject to the approval of the Court;

         5.      The Debtor has disclosed the identity and affiliations of each
individual proposed to serve, after confirmation of the Plan, as a director,
officer or voting trustee of the Debtor, or a successor of the Debtor under the
Plan and the continuance of such individuals, is consistent with the interests
of creditors, equity security holders and public policy, and the proponents of
the Plan have disclosed the identity of any insider that will be employed or
retained by the reorganized Debtor and the nature of any compensation for such
insider;

         6.      Each holder of a claim or interest has accepted the Plan, or
will receive or retain under the Plan property of a value, as of the Effective
Date of the Plan, that is not less than such holder would receive or retain if
the Debtor were liquidated under Chapter 7 of the Bankruptcy Code on such date;

         7.      With respect to each class of claims or interests, such class
has accepted the Plan or is not impaired under the Plan;

         8.      Except to the extent that the holder of a particular claim has
agreed to a different treatment of such claim, the Plan provides that:

                 (a)      On the Effective Date of the Plan, each holder of a
         claim of a kind specified in Section 507(a)(1) of the Bankruptcy Code
         will receive on account of such claim cash equal to the allowed amount
         of the claim; and





                                       2
<PAGE>   31
                 (b)      On the Effective Date of the Plan, each holder of a
         claim of a kind specified in Section 507(a)(8) of the Bankruptcy Code
         will receive on account of such claim deferred cash payments, over a
         period not exceeding six years after the date of the assessment of the
         claim, of a value, as of the Effective Date of the Plan, equal to the
         allowed amount of the claim;

         9.      At least one class of impaired claims has actually accepted
the Plan, determined without including any acceptance of the Plan by any
insider;

         10.     All fees payable pursuant to Section 1930 have been paid or
shall be paid on the Effective Date of the Plan;


         11.     Confirmation of the Plan is not likely to be followed by the
liquidation or the need for further reorganization of the Debtor; and

         12.     It is in the best interests of the estate that the Plan be
confirmed.

         This Court, therefore, finds that the Plan complies with the
requirements of 11 U.S.C. Section 1129.  Accordingly, it is this 30th day
of October, 1997,

                 ORDERED that the First Confirmation Order is hereby vacated,
and deemed null and void and of no further force or effect; and it is further

                 ORDERED that the Debtor's Fourth Revised Plan of
Reorganization be, and is hereby, CONFIRMED; and it is further

                 ORDERED that this Court shall retain jurisdiction over this
case as set forth in Article IX of  the Plan; and it is further

                 ORDERED any deeds, leases, assignments, pledges, deeds of
trust, transfers of security, mortgages, modifications or other documents of
conveyance contemplated by the Plan  including, but not limited to, the
transfer of the land trust and the conveyance to Bridgeview





                                       3
<PAGE>   32
Newco, whether made before or after the Confirmation of the Plan, shall be
deemed instruments of transfer under a plan pursuant to 11 U.S.C. Section 1146
and, as a result, may not be taxed under any law imposing a stamp or similar
tax.; and it is further

                 ORDERED that this Order shall be deemed null and void and of
no further force and effect, in the event that the Class One Creditor exercises
the election specified in Section 13.03 of the Plan prior to the Effective
Date; and it is further

                 ORDERED that the Debtor shall mail a copy of this Order to all
creditors and parties-in-interest and shall thereafter certify such mailing.



Entered: October 31, 1997                    /s/ Duncan Keir                    
                                           ------------------------------
                                           DUNCAN W. WEIR
                                           United States Bankruptcy Judge

cc:  Joel I. Sher, Esquire
     Sandra A. Manocchio, Esquire
     Shapiro and Olander
     36 South Charles Street, 20th Floor
     Baltimore, MD  21201-3147
     
   





                                       4