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                                                                   EXHIBIT 10.53

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF CONNECTICUT
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In re:
BIO-PLEXUS, INC.,
                       Debtor.

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                                                  Chapter 11
                                                  Case No. 01-21079

             DEBTOR'S MODIFIED FIRST AMENDED PLAN OF REORGANIZATION

     Bio-Plexus, Inc., proposes the following plan of reorganization pursuant to
Bankruptcy Code section 1121.

                                   ARTICLE I

                                  DEFINITIONS

     A.  As used in this Plan, the following terms (which appear in this Plan as
capitalized terms) shall have the meanings specified below:

          1. "Administrative Claim" means any Claim for an administrative
     expense of the kind described in Bankruptcy Code section 503(b), including,
     without limitation, any actual and necessary costs and expenses of
     preserving the Debtor's estate incurred after the commencement of the Case
     and prior to confirmation of this Plan, any actual and necessary costs of
     operating the Debtor's business after the commencement of the Case and
     prior to confirmation of this Plan, any indebtedness or obligations
     incurred by the Debtor in connection with the operation of its business or
     for the acquisition or lease of property or the rendition of services after
     the commencement of the Case and prior to confirmation of this Plan, any
     fees and expenses allowed under Bankruptcy Code sections 330 and 331, and
     any fees due to the Office of the United States Trustee under 28 U.S.C.
     sec.1930(a)(6).

          2. "Allowed Claim" means (a) any Claim to the extent it has not been
     withdrawn, paid in full or otherwise deemed satisfied in full and proof of
     which has been filed on or before the date designated by the Bankruptcy
     Court for filing proofs of claim (or, if not filed by such date, filed by
     such other date as the Bankruptcy Court orders), or, if no proof of claim
     is filed, any Claim that has been or hereafter is listed by the Debtor on
     its Schedules as liquidated in amount, not disputed and not contingent and,
     in all cases, a Claim as to which no objection has been filed, or as to
     which an objection has been filed and such Claim has been allowed in whole
     or in part by a Final Order, but only to the extent allowed by such Final
     Order, and (b) any Claim allowed pursuant to this Plan.

          3. "Allowed Interest" means any Interest in the Debtor (exclusive of
     any shares of stock representing such Interest held in treasury) either (i)
     not timely objected to or (ii) allowed (but only to the extent allowed) by
     a Final Order.

          4. "Allowed Priority Claim" means any Claim entitled to priority under
     Bankruptcy Code sections 507(a)(3), (4), (5), (6), (7) or (9) to the extent
     it is an Allowed Claim.

          5. "Allowed Secured Claim" means that portion of a Claim that is
     secured by a valid perfected lien on property of the Debtor, to the extent
     of the value of the interest of the holder of such Claim in such property
     of the Debtor, as determined by agreement between the Debtor and the holder
     of such Claim
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     (with the prior written consent of Appaloosa) or by the Bankruptcy Court by
     a Final Order under Bankruptcy Code section 506, to the extent that it is
     an Allowed Claim.

          6. "Allowed Tax Claim" means a Claim for any Tax entitled to priority
     under Bankruptcy Code section 507(a)(8) to the extent it is an Allowed
     Claim.

          7. "Allowed Unsecured Claim" means an Allowed Claim that is not an
     Allowed Secured Claim, Administrative Claim, Tax Claim, or Priority Claim.

          8. "Appaloosa" means, collectively, Appaloosa Management, L.P.,
     Appaloosa Investment Limited Partnership I, Palomino Fund Ltd. and Tersk
     LLC.

          9. "Appaloosa Warrants" means warrants to purchase 1,314,060 shares of
     New Common Stock having an exercise price equal to the Conversion Price, to
     be issued to Appaloosa on the Effective Date as more particularly described
     in Article V, para.B of this Plan, and issued pursuant to the New Warrant
     Agreement.

          10. "Applicable Rate" means (a) the Legal Rate of interest or (b)
     where a contract between the Debtor and a Creditor specifies an interest
     rate, such contract rate.

          11. "Bankruptcy Code" means title 11 of the United States Code, as in
     effect on the Petition Date.

          12. "Bankruptcy Court" means the United States Bankruptcy Court for
     the District of Connecticut, Hartford Division or any other court having
     jurisdiction over this case.

          13. "Bankruptcy Rules" means the Federal Rules of Bankruptcy
     Procedure, the Local Rules of Civil Procedure of the United States District
     Court for the District of Connecticut, the Local Rules of Bankruptcy
     Procedure for the United States Bankruptcy Court for the District of
     Connecticut, and any standing orders of the Bankruptcy Court, each of the
     foregoing as in effect on the Petition Date.

          14. "Business Day" means any day other than a Saturday, a Sunday or a
     legal holiday (as that term is defined in Bankruptcy Rule 9006(a)).

          15. "Case" means the chapter 11 case commenced by the Debtor on the
     Petition Date and pending before the Bankruptcy Court.

          16. "Cash" means currency of the United States of America and cash
     equivalents.

          17. "Claim" means (a) any right to payment or return of property from
     the Debtor, whether or not such right is reduced to judgment, liquidated,
     unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
     legal, equitable, secured or unsecured, or (b) any right to an equitable
     remedy for breach of performance if such breach gives rise to a right of
     payment from the Debtor, whether or not such right to an equitable remedy
     is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
     undisputed, secured or unsecured.

          18. "Class" means each class of Allowed Claims or Interests
     established pursuant to Article III of this Plan.

          19. "Confirmation Date" means the date upon which the Confirmation
     Order is entered by the Bankruptcy Court.

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

          21. "Conversion Price" means $2.283.

          22. "Creditor" means an entity that has a Claim against (a) the Debtor
     that arose at the time of or before the Petition Date or (b) the Debtor's
     estate of a kind specified in Bankruptcy Code section 502(g), (h) or (i).

          23. "Debtor" means Bio-Plexus, Inc., a Connecticut corporation, as
     debtor and debtor-in-possession under the Bankruptcy Code.

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          24. "DIP Claims" means the Claims of Appaloosa under and/or in respect
     of the DIP Facility.

          25. "DIP Facility" means the debtor in possession financing facility
     to be provided by Appaloosa to the Debtor.

          26. "Disclosure Statement" means the Disclosure Statement For First
     Amended Plan of Reorganization approved by the Bankruptcy Court in
     connection with this Plan pursuant to Bankruptcy Code section 1125, and any
     exhibits or duly authorized amendments thereto.

          27. "Disputed Claim" means a Claim that is not an Allowed Claim. 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
     unless there is another basis to designate such Claim as a Disputed Claim.

          28. "Effective Date" means (a) the first Business Day after ten days
     have elapsed following the Confirmation Date (or such later date agreed to
     in writing between the Debtor and Appaloosa) provided no stay of the
     Confirmation Order is in effect or (b) if the Confirmation Order has been
     stayed by a court of competent jurisdiction, the first Business Day
     following the date on which such stay is no longer in effect; provided,
     however, that if on or prior to such date all conditions to the Effective
     Date set forth in Article IX of this Plan have not been satisfied or waived
     in accordance with the terms of section IX of this Plan, then the Effective
     Date shall be the first Business Day following the day on which all such
     conditions to the Effective Date have been satisfied or waived.

          29. "Entity" means a person (as defined in Bankruptcy Code section
     101(41)), estate, trust, governmental unit (as defined in Bankruptcy Code
     section 101(27)), and the United States trustee.

          30. "Final Order" means an order, ruling, judgment or decree of the
     Bankruptcy Court which has not been reversed, stayed, modified or amended
     and as to which the time to appeal or to seek certiorari has expired and as
     to which no appeal or petition for certiorari or rehearing is pending or as
     to which any right to appeal or to seek certiorari or rehearing has been
     waived in writing in a manner satisfactory to the Debtor and Appaloosa.

          31. "Interest" means the equity interests in the Debtor, including,
     but not limited to, shares of common stock and shares of preferred stock of
     the Debtor and any rights, options, warrants, calls, subscriptions or other
     similar rights or agreements, commitments or outstanding securities
     obligating the Debtor to issue, transfer or sell any shares of capital
     stock of the Debtor.

          32. "Legal Rate" means the rate specified in 28 U.S.C. sec.1961,
     effective as of the Confirmation Date.

          33. "New Common Stock" means the shares of common stock of the
     Reorganized Debtor to be issued by the Reorganized Debtor pursuant to this
     Plan.

          34. "New Equity Incentive Plan" shall have the meaning set forth in
     Article V, para.H of this Plan.

          35. "New Warrant Agreement" means that certain warrant agreement
     governing the Appaloosa Warrants having terms and conditions acceptable to
     Appaloosa in its sole discretion.

          36. "Old Common Stock" means the Debtor's existing common stock.

          37. "Old Warrants" means the Debtor's existing warrants, stock options
     and similar equity securities.

          38. "Other Interests" shall mean all Interests other than Old Common
     Stock Interests, including Interests of holders of Old Warrants.

          39. "Performance Targets" shall have the meaning set forth in Article
     V, para.C of this Plan.

          40. "Petition Date" means April 4, 2001.

          41. "Plan" means this Modified First Amended Plan of Reorganization
     and any exhibits or duly authorized amendments hereto.

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          42. "Private Placement" shall have the meaning set forth in Article V,
     para.B of this Plan.

          43. "Private Placement Conditions" shall be (a) the Effective Date
     having occurred on or before June 30, 2001, and (2) there not having
     occurred any "material adverse change" in the development and launch of the
     Winged Set product. A "material adverse change" with respect to the Winged
     Set shall mean a material adverse development which would have the effect
     of materially delaying the commercial launch of the Winged Set beyond June
     15, 2001, or a material development that could adversely affect the
     Debtor's ability to maintain the commercial viability of the Winged Set
     following launch. In all cases, determination of the materiality of such
     event will be in Appaloosa's sole reasonable discretion. Unless otherwise
     agreed to in writing by and between the Debtor and Appaloosa, under no
     circumstances shall the Winged Set be deemed to have been commercially
     launched unless and until the Debtor shall have produced 50,000 units of
     commercial sale quality inventory of Winged Sets that are ready for
     shipment.

          44. "Record Date" means the Confirmation Date.

          45. "Releasee" means, solely in their capacity as representatives of
     the Debtor, each of the Debtor's current and former officers, directors and
     employees.

          46. "Reorganized Debtor" means the Debtor on and after the Effective
     Date.

          47. "Schedules" means the schedules of assets and liabilities and the
     statement of financial affairs, as may be amended, filed by the Debtor with
     the Bankruptcy Court pursuant to Bankruptcy Code section 521 and Bankruptcy
     Rule 1007.

          48. "Tax" means any tax, charge, fee, levy, impost or other assessment
     by any federal, state, local or foreign taxing authority, including,
     without limitation, income, excise, property, sales, transfer, employment,
     payroll, franchise, profits, license, use, ad valorem, estimated,
     severance, stamp, occupation and withholding tax. "Tax" shall include any
     interest or additions attributable to, imposed on or with respect to such
     assessments.

          49. "Unclaimed Property" means any Cash (together with any interest
     earned thereon) that is unclaimed within six months after such Cash is
     distributed, and shall include: (a) checks (and the funds represented
     thereby) that have been returned as undeliverable; (b) funds for checks
     that have not been paid or negotiated; and (c) checks (and the funds
     represented thereby) that were not mailed or delivered because of the
     absence of a proper address to which to mail or deliver the same.

     B. Terms not defined herein that are defined in the Disclosure Statement
shall have the meaning assigned to such term in the Disclosure Statement. A term
used in this Plan that is not defined in this Plan or the Disclosure Statement
but that is defined in the Bankruptcy Code or Bankruptcy Rules shall have the
meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules.
Any references to "Winged Set" herein shall have the same meaning as defined in
the Disclosure Statement.

                                   ARTICLE II

                  ADMINISTRATIVE CLAIMS AND ALLOWED TAX CLAIMS

     A. Administrative Claims.  Administrative Claims are not classified under
this Plan and have no right to accept or reject this Plan. Each Entity holding
an Allowed Administrative Claim (other than the DIP Claims) shall be paid (1) in
full in Cash on the later of (a) the Effective Date and (b) the date of the
entry of a Final Order allowing and determining such Administrative Claim, or
(2) on such other less favorable terms as may be agreed to by and among the
Debtor, Appaloosa and such Entity; provided, however, that Administrative Claims
representing liabilities incurred by the Debtor in the ordinary course of its
business during the Case shall be paid by the Debtor in accordance with the
terms and provisions of the particular transactions and agreements relating
thereto.

     B. DIP Claims of Appaloosa.  In connection with the consummation of the
Private Placement, all DIP Claims of Appaloosa, if any, shall be satisfied by
means of a reduction of the purchase price to be paid by Appaloosa under the
Private Placement equal to the aggregate amount of the DIP Claims. In the event
that

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the Effective Date does not occur on or before June 30, 2001, at any time
thereafter, Appaloosa may elect, in its sole and absolute discretion, to have
all DIP Claims, if any, immediately paid by the Debtor or the Reorganized
Debtor, as applicable, in full, in Cash. In the event that the Private Placement
fails to be consummated as a result of (i) a failure to satisfy any of the
Private Placement Conditions or (ii) the occurrence of any other event not
directly caused by any act or omission of Appaloosa, then all obligations of the
Debtor under the DIP Facility shall become immediately due and payable in full,
in Cash by the Debtor or Reorganized Debtor, as applicable, to Appaloosa.

     C. Allowed Tax Claims.  Allowed Tax Claims are not classified under this
Plan and have no right to accept or reject this Plan. Each Entity holding an
Allowed Tax Claim shall receive, at the option of the Debtor (with the consent
of Appaloosa), the following: (1) payment in full, including interest at the
Applicable Rate, in Cash on the later of (a) the Effective Date of this Plan and
(b) the date of entry of a Final Order allowing and determining such Tax Claim,
(2) deferred Cash payments in quarterly installments over a period not exceeding
six years after the date of assessment of such Tax Claim of a value, as of the
Effective Date, equal to the amount of such Allowed Tax Claim, or (3) payment on
such other less favorable terms as may be agreed to by and among the Debtor,
Appaloosa and such Entity.

                                  ARTICLE III

                      DESIGNATION OF CLASSES OF CLAIMS AND
                     CLASSES OF INTERESTS AND SPECIFICATION
                       OF CLASSES OF CLAIMS OR CLASSES OF
                       INTERESTS IMPAIRED UNDER THIS PLAN

     All Allowed Claims against the Debtor, of whatever nature, are hereby
classified as follows:

          A. Class 1 -- Allowed Secured Claim of Victor and Margaret
     DeMattia.  Class 1 consists of the Allowed Secured Claim of Victor and
     Margaret DeMattia. This class is not impaired under and is not entitled to
     vote on this Plan.

          B. Class 2 -- Allowed Secured Claim of Spafford Leasing.  Class 2
     consists of the Allowed Secured Claim of Spafford Leasing. This class is
     not impaired under and is not entitled to vote on this Plan.

          C. Class 3 -- Allowed Priority Claims under Bankruptcy Code section
     507(a)(3).  Class 3 consists of any and all unpaid Allowed Priority Claims
     under Bankruptcy Code section 507(a)(3). This class is not impaired under
     and is not entitled to vote on this Plan.

          D. Class 4 -- Allowed Priority Claims under Bankruptcy Code section
     507(a)(4).  Class 4 consists of any and all unpaid Allowed Priority Claims
     under Bankruptcy Code section 507(a)(4). This class is not impaired under
     and is not entitled to vote on this Plan.

          E. Class 5 -- Allowed Secured Claim of Appaloosa.  Class 5 consists of
     the Allowed Secured Claim of Appaloosa. This class is impaired under and is
     entitled to vote on this Plan.

          F. Class 6 -- Allowed Unsecured Claims.  Class 6 consists of all
     Allowed Unsecured Claims. This class is not impaired under and is not
     entitled to vote on this Plan. Under Bankruptcy Code section 1126(f), the
     holders of such Allowed Unsecured Claims are conclusively presumed to
     accept this Plan, and the acceptances of such holders will not be
     solicited.

          G. Class 7 -- Allowed Interests of Holders of Old Common Stock.  Class
     7 consists of all Allowed Interests of holders of Old Common Stock. This
     class is impaired under and is entitled to vote on this Plan.

          H. Class 8 -- Allowed Interests of Holders of Other Interests.  Class
     8 consists of Allowed Interests of holders of Other Interests. This class
     is impaired under this Plan and is deemed not to have accepted this Plan
     under Bankruptcy Code section 1126(g). With respect to Class 8 and any
     impaired Class that

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     does not accept this Plan, the Debtor intends to seek confirmation of this
     Plan in accordance with section 1129(b) of the Bankruptcy Code
     notwithstanding such failure to accept.

                                   ARTICLE IV

                       TREATMENT OF CLASSES OF CLAIMS AND
                      CLASSES OF INTERESTS UNDER THIS PLAN

     In full satisfaction and discharge of all of the Claims against or
Interests in the Debtor:

          A. Class 1 -- Allowed Secured Claim of Victor and Margaret
     DeMattia.  On the Effective Date, the Debtor shall cure any default with
     respect to the Allowed Secured Claim of Victor and Margaret DeMattia that
     occurred before or after the commencement of the Case, other than a default
     of a kind specified in Bankruptcy Code section 365(b)(2); the maturity of
     the Allowed Secured Claim of Victor and Margaret DeMattia shall be
     reinstated under Bankruptcy Code section 1124(2) as such maturity existed
     before any default; and the legal, equitable, or contractual rights to
     which the Allowed Secured Claim of Victor and Margaret DeMattia entitles
     Victor and Margaret DeMattia shall not otherwise be altered.

          B. Class 2 -- Allowed Secured Claim of Spafford Leasing.  On the
     Effective Date, the Debtor shall cure any default under the Allowed Secured
     Claim of Spafford Leasing that occurred before or after the commencement of
     the Case, other than a default of a kind specified in Bankruptcy Code
     section 365(b)(2); the maturity of the Allowed Secured Claim of Spafford
     Leasing shall be reinstated under Bankruptcy Code section 1124(2) as such
     maturity existed before any default; and the legal, equitable, or
     contractual rights to which the Allowed Secured Claim of Spafford Leasing
     entitles Spafford Leasing shall not otherwise be altered.

          C. Class 3 -- Allowed Priority Claims under Bankruptcy Code section
     507(a)(3).  In full and complete satisfaction of its Claim, each Entity
     holding an Allowed Priority Claim under Bankruptcy Code section 507(a)(3)
     shall be paid (1) in full, including interest thereon at the Applicable
     Rate, in Cash on the later of Effective Date and the date such Claim
     becomes an Allowed Claim or (2) on such other less favorable terms as may
     be agreed to by and among the Debtor, Appaloosa and such Entity.

          D. Class 4 -- Allowed Priority Claims under Bankruptcy Code section
     507(a)(4).  In full and complete satisfaction of its Claim, each Entity
     holding an Allowed Priority Claim under Bankruptcy Code section 507(a)(4)
     shall be paid (1) in full, including interest thereon at the Applicable
     Rate, in Cash on the later of Effective Date and the date such Claim
     becomes an Allowed Claim or (2) on such other less favorable terms as may
     be agreed to by and among the Debtor, Appaloosa and such Entity.

          E. Class 5 -- Allowed Secured Claim of Appaloosa.  In full and
     complete satisfaction of its Claim (in addition to the treatment provided
     in the next succeeding paragraph), on the Effective Date, in exchange for
     its Allowed Secured Claim, Appaloosa shall receive (a) 8,501,224 shares of
     New Common Stock, which in all events shall represent 85% of the
     Reorganized Debtor's outstanding capital stock, subject to dilution for
     shares of New Common Stock issued under any new employee retention programs
     (including, without limitation, the New Equity Incentive Plan) and in
     respect of the Private Placement and the Appaloosa Warrants, (b) the
     Appaloosa Warrants, and (c) the right to participate in the Private
     Placement in accordance with Article V, para.B of this Plan. The
     Confirmation Order shall provide for the expungement of all the liens of
     Appaloosa upon, and subject to the occurrence of, the Effective Date and
     the delivery to Appaloosa of the shares of New Common Stock, Appaloosa
     Warrants and Cash in an amount necessary to reimburse Appaloosa for its
     expenses in such amounts and to the extent provided under this Plan.

          In addition, on the Effective Date, the Reorganized Debtor will pay,
     in Cash, the reasonable expenses of Appaloosa incurred in connection with
     the restructuring of the Debtor and negotiating the terms of this Plan and
     any and all related documents, including the reasonable fees, expenses and
     disbursements owed by Appaloosa to its legal advisor, Fried, Frank, Harris,
     Shriver & Jacobson, and on

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     and after the Effective Date, the Reorganized Debtor will pay on a monthly
     basis upon written request by Appaloosa all such unpaid expenses of
     Appaloosa incurred in connection with any of the transactions contemplated
     under this Plan, including, without limitation, the Private Placement.

          The aggregate Secured Claims of Appaloosa in Class 5 relate to certain
     of the Debtor's obligations under that certain Convertible Note Purchase
     Agreement, dated as of April 28, 2000 (the "Convertible Note Purchase
     Agreement"), shall be deemed Allowed pursuant to this Plan in the aggregate
     amount of $19,169,153.60, plus interest in accordance with the terms of the
     Convertible Note Purchase Agreement between the Debtor and Appaloosa after
     April 3, 2001 until and including the Petition Date.

          F. Class 6 -- Allowed Unsecured Claims.  In full and complete
     satisfaction of its Claim, each Entity holding an Allowed Unsecured Claim
     shall be paid (1) in full, including interest thereon at the Applicable
     Rate, in Cash on the later of Effective Date and the date such Claim
     becomes an Allowed Claim or (2) on such other less favorable terms as may
     be agreed to by and among the Debtor, Appaloosa and such Entity.

          G. Class 7 -- Allowed Interests of Holders of Old Common Stock.  In
     full and complete satisfaction of its Old Common Stock Interest, on the
     Effective Date, each holder of Old Common Stock shall receive their pro
     rata share of 1,500,216 shares of the New Common Stock, which shall equal
     15% of the Reorganized Debtor's capital stock subject to dilution for
     shares of New Common Stock issued under any new employee retention programs
     (including, without limitation, the New Equity Incentive Plan) and in
     respect of the Private Placement and the Appaloosa Warrants. Each holder of
     Old Common Stock shall receive one share of New Common Stock in exchange
     for every ten (10) shares of Old Common Stock held by such holder.

          H. Class 8 -- Allowed Interests of Holders of Other Interests.  On the
     Effective Date, all Other Interests, including any outstanding Old Common
     Warrants, will be canceled and deemed extinguished. Holders of Other
     Interests shall receive no distributions under this Plan.

                                   ARTICLE V

                        MEANS FOR EXECUTION OF THIS PLAN

     A. Distributions.  The Reorganized Debtor shall make all distributions
required by this Plan. All costs and expenses in connection with such
distributions shall be borne by the Reorganized Debtor. At the option of the
Reorganized Debtor, distributions may be made in Cash, by wire transfer or by a
check drawn on a domestic bank. Whenever payment of a fraction of a cent would
otherwise be called for, the actual payment shall reflect a rounding of such
fraction down to the nearest whole cent.

     Pursuant to Bankruptcy Code section 347, except as otherwise provided
herein, in the event and at such time as any distribution under this Plan
becomes Unclaimed Property, the Entity to which such distribution was to have
been made shall forfeit all rights thereto, and to any and all future payments,
and thereafter the Claim in respect of which such distribution was to have been
made shall be treated as disallowed. Such Unclaimed Property shall become the
property of the Reorganized Debtor.

     B. Appaloosa Private Placement.  Immediately following the Effective Date,
the Reorganized Debtor shall issue to Appaloosa 1,314,060 shares of New Common
Stock pursuant to a private placement (the "Private Placement") for a purchase
price of $3 million (i.e., 1,314,060 shares multiplied by the Conversion Price).
The Private Placement shall be subject to definitive documentation containing
terms and conditions customary for similar private placement transactions as
well as any and all other terms and conditions acceptable to Appaloosa in its
sole discretion. In the event that the Private Placement is consummated, the
purchase price to be paid by Appaloosa will be satisfied, in part, by and to the
extent of the cancellation of all amounts, if any, outstanding under the DIP
Facility. Appaloosa's obligation to purchase shares of New Common Stock in the
Private Placement is conditioned upon the Private Placement Conditions. Funds
received in the Private Placement by the Reorganized Debtor will be used by the
Reorganized Debtor for general corporate purposes. In the event that the Private
Placement fails to be consummated as a result of

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(i) a failure to satisfy any of the Private Placement Conditions or (2) the
occurrence of any other event not directly caused by any act or omission of
Appaloosa, then all obligations of the Debtor under the DIP Facility shall
become immediately due and payable in full, in Cash by the Debtor or Reorganized
Debtor, as applicable, to Appaloosa.

     C. The Appaloosa Warrants.  On the Effective Date, the Reorganized Debtor
will issue the Appaloosa Warrants to Appaloosa pursuant to the New Warrant
Agreement and Article IV, para.F of this Plan. The Appaloosa Warrants will
become callable by the Reorganized Debtor at $0.01, to the extent set forth
below, once the following performance targets (the "Performance Targets") have
been achieved:

          1.  $1.5 million worth of the Appaloosa Warrants will be callable when
     "net sales" (as reported in accordance with GAAP) of the Winged Set product
     reach $1,800,000.00.

          2.  The final $1.5 million of the Appaloosa Warrants will be callable
     when the Winged Set product "net sales" (as reported in accordance with
     GAAP) reach $4.0 million. Once a Performance Target is attained, the
     Appaloosa Warrants will be (i) callable by the Reorganized Debtor (solely
     to the extent provided above) at any time following the date that is 45
     days after Appaloosa receives written notice from the Reorganized Debtor
     and (ii) exercisable by Appaloosa for a 30 day period following the date
     that Appaloosa receives written notice that a Performance Target has been
     attained. Total proceeds to the Reorganized Debtor if Appaloosa exercises
     all of the Appaloosa Warrants will be $3 million.

     D. Reincorporation.  On the Effective Date, the Reorganized Debtor shall be
reincorporated as a Delaware corporation by means of a merger with a newly
created wholly owned subsidiary of the Debtor.

     E. Objections to Claims.  From and after the Effective Date, the
Reorganized Debtor shall be responsible for pursuing any objections to Claims.
Objections to Claims, if any, with the exception of any Claim to which an
objection may be filed under Bankruptcy Code section 502(d) (as to which Claims
an objection need not be filed within the time period set forth hereinafter),
shall be filed with the Bankruptcy Court and served upon each holder of a
Disputed Claim on or before the 120th day after the Effective Date. The
Reorganized Debtor shall have the right to petition the Bankruptcy Court for an
extension of such date if a complete review of all Claims cannot be completed by
such date.

     Except as otherwise set forth herein, objections to Claims which are not
filed on or before the 120th day after the Effective Date are barred, precluded
and may not be raised. With respect to any Claim for which no objection is filed
within such time, such Claim shall be deemed an Allowed Claim for the amount
specified in a timely filed proof of Claim with respect to such Claim, or, if no
timely filed proof of Claim exists, in the amount specified in the Schedules,
unless the Claim was specified in the Schedules as being disputed, contingent or
unliquidated.

     If no timely filed proof of Claim exists, and the Claim either (i) was not
listed in the Schedules or (ii) was specified in the Schedules as being
disputed, contingent or unliquidated, the Claim shall be barred and no
distribution shall be made thereon if the Creditor holding such Claim received
proper notice of the Case. With respect to any Claim for which a timely
objection (which shall expressly be deemed to include any application, motion or
complaint seeking subordination of a Claim) is filed (i.e., a Disputed Claim),
no distribution shall be made to the holder of any such Disputed Claim, in whole
or in part, until the entry of a Final Order or judgment determining the allowed
amount of such Disputed Claim. Upon final determination of the allowed amount of
the Disputed Claim, payment will be made to the holder of the Disputed Claim to
the extent necessary to pay the allowed amount of such Claim as allowed.

     F. Debtor's Actions.  On the Effective Date, the Reorganized Debtor shall
be authorized and directed to execute and to deliver all documents and
agreements and issue and deliver all securities contemplated by this Plan,
including the New Common Stock and the Appaloosa Warrants.

     G. Board of Directors.  On and as of the Effective Date, the Board of
Directors of the Reorganized Debtor shall consist of five (5) members. On the
Effective Date, Appaloosa, as the majority shareholder of the Reorganized
Debtor, shall have the right to appoint three (3) of the directors of the
Reorganized Debtor. On

                                        8
<PAGE>   9

the Effective Date, the two other directors shall be the Reorganized Debtor's
chief executive officer and a management employee to be agreed upon by Appaloosa
and the Reorganized Debtor.

     H. Employee Retention.  On the Effective Date, the Reorganized Debtor shall
establish an equity incentive plan (the "New Equity Incentive Plan") and shall
reserve for issuance thereunder 10% of the New Common Stock on a fully diluted
basis (subject to dilution for shares issued in connection with the Private
Placement and the Appaloosa Warrants) (approximately 1,111,271 shares). On the
Effective Date, the Reorganized Debtor shall issue options and restricted stock
pursuant to the New Equity Incentive Plan to certain of its then current
employees to be determined by the Reorganized Debtor and Appaloosa. The exercise
price of any stock options granted under the New Equity Incentive Plan on the
Effective Date shall be equal to the Conversion Price. All such options will
vest ratably over three years, and will be subject to acceleration in the event
of an acquisition of the Reorganized Debtor by a third party. The New Equity
Incentive Plan will have such other terms and conditions as agreed upon between
the Debtor and Appaloosa. The solicitation of votes on this Plan shall be deemed
a solicitation of the holders of New Common Stock for approval of the New Equity
Incentive Plan. Entry of the order confirming this Plan shall constitute such
approval and the Confirmation Order shall so provide. Grants under the New
Equity incentive Plan shall not be effective until after the Effective Date.

     I. Survival of Indemnification and Contribution
Obligations.  Notwithstanding anything to the contrary contained in this Plan,
the obligations of the Debtor to indemnify and/or provide contribution to its
present or former directors, officers, agents, employees and representatives,
pursuant to the Certificate of Incorporation, By-Laws, applicable statutes or
contractual obligations, in respect of all past, present and future actions,
suits and proceedings against any of such directors, officers, agents, employees
and representatives, based upon any act or omission related to service with, for
or on behalf of the Debtor, shall not be discharged or impaired by confirmation
or consummation of this Plan but shall survive unaffected by the reorganization
contemplated by this Plan and shall be treated as, and deemed to be, Allowed
Unsecured Claims that are unimpaired pursuant to this Plan.

                                   ARTICLE VI

                             TREATMENT OF EXECUTORY
                         CONTRACTS AND UNEXPIRED LEASES

     The Debtor will seek Bankruptcy Court approval to assume or reject any
executory contracts or leases of nonresidential real property that have not been
assumed or rejected as of the Confirmation Date. The Debtor will seek to assume
any contracts or leases that have value or add value to other property of the
Debtor. The Debtor will seek to reject any contracts or leases that are of no
value to the Debtor and its estate.

                                  ARTICLE VII

                          EFFECTS OF PLAN CONFIRMATION

     A. Discharge.  Except as otherwise expressly provided in this Plan or the
Confirmation Order, upon the occurrence of the Effective Date, the Debtor shall
be discharged, effective immediately, from any Claim and any "debt" (as that
term is defined in Bankruptcy Code section 101(12)), and the Debtor's liability
in respect thereof shall be extinguished completely, whether reduced to judgment
or not, liquidated or unliquidated, contingent or noncontingent, asserted or
unasserted, fixed or not, matured or unmatured, disputed or undisputed, legal or
equitable, known or unknown, that arose from any agreement of the Debtor entered
into or obligation of the Debtor incurred before the Confirmation Date, or from
any conduct of the Debtor prior to the Confirmation Date, or that otherwise
arose before the Confirmation Date, including, without limitation, all interest
accrued and expenses incurred, if any, on any such debts, whether or not a proof
of claim was filed or is deemed filed under Bankruptcy Code section 501, such
claim is allowed under Bankruptcy Code section 502 or the Entity holding such
Claim has accepted this Plan. Without limiting the foregoing, the Debtor shall
be discharged from all debts in accordance with section 1141 of the Bankruptcy
Code.

                                        9
<PAGE>   10

     B. Revesting.  Except as otherwise expressly provided in this Plan or the
Confirmation Order, on the Effective Date, without any further action, the
Reorganized Debtor will be vested with all property of the estate free and clear
of all Claims, liens and Interests and may operate its business and may use,
acquire or dispose of its assets free and clear of any restrictions imposed by
the Bankruptcy Code or the Bankruptcy Court. Except as otherwise expressly
provided in this Plan or Confirmation Order, all claims against third parties on
account of, and all causes of action owed to or in favor of, the Debtor
(including, without limitation, any claims, rights or causes of action arising
under Bankruptcy Code sections 544, 547, 548, 549 and 550) are hereby preserved
and retained for enforcement solely and exclusively by and at the discretion of
the Reorganized Debtor and are vested in the Reorganized Debtor on the Effective
Date.

     C. Releases.  From and after the Effective Date, each of the Releasees
shall be released from any and all claims, obligations, suits, judgments,
damages, rights, causes of action and liabilities whatsoever, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, based in whole or in part upon any act or omission, transaction,
agreement, event or other occurrence taking place on or prior to the Effective
Date in any way relating to, but solely to the extent relating to, the Debtor,
the Case or this Plan, except for claims or liabilities (i) based upon fraud or
willful misconduct, (ii) in respect of any loan, advance or similar payment by
the Debtor to any such Releasee or (iii) in respect of any contractual
obligation owed by such Releasee to the Debtor.

     From and after the Effective Date, Appaloosa shall be released from any and
all claims, obligations, suits, judgments, damages, rights, causes of action and
liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon any act or omission, transaction, agreement, event or other occurrence
taking place on or prior to the Effective Date in any way relating to, but
solely to the extent relating in any way to, the Debtor, the DIP Facility, the
New Warrant Agreement, the Case or this Plan.

     D. Injunctions and Stays.  Unless otherwise provided in this Plan or the
Confirmation Order, all injunctions and stays provided for in the Case pursuant
to Bankruptcy Code sections 105 and 362 or otherwise in effect on the
Confirmation Date, shall remain in full force and effect until the Effective
Date. From and after the Effective Date, Creditors and holders of Allowed
Interests are permanently enjoined from, and restrained against, commencing or
continuing in any court or suit, action or other proceeding, or otherwise
asserting any claim or interest, seeking to hold (a) the Debtor or the
Reorganized Debtor, (b) the property of the Debtor or the Reorganized Debtor,
(c) any of the Releasees or (d) Appaloosa liable for any claim, obligation,
right, interest, debt or liability that has been discharged or released pursuant
to this Plan.

                                  ARTICLE VIII

                       PROVISIONS COVERING DISTRIBUTIONS

     A. Timing of Distributions under this Plan.  Except as other otherwise
provided in this Plan and without in any way limiting this Plan, payments and
distributions in respect of Allowed Claims and Allowed Interests which are
required by this Plan to be made on the Effective Date shall be made by the
Debtor, Reorganized Debtor or its designee.

     B. Allocation of Consideration.  The aggregate consideration to be
distributed to the holders of Allowed Claims in each Class under this Plan shall
be treated as first satisfying an amount equal to the stated principal amount of
the Allowed Claim for such holders and any remaining consideration as satisfying
accrued, but unpaid, interest, if any.

     C. Payment of Statutory Fees.  All fees payable pursuant to 28 U.S.C. sec.
1930 as determined by the Bankruptcy Court at the Confirmation Hearing shall be
paid by the Debtor on or before the Effective Date.

     D. Fractional Securities.  Notwithstanding any other provision of this
Plan, only whole numbers of shares of New Common Stock will be issued or
transferred, as the case may be, pursuant to this Plan. Reorganized Debtor will
not distribute any factional shares of New Common Stock. For purposes of

                                        10
<PAGE>   11

distribution, fractional shares of New Common Stock shall be rounded up to the
nearest share of New Common Stock.

     E. Withholding of Taxes Reorganized Debtor shall withhold from any property
distributed under this Plan any property which must be withheld for taxes
payable by the Entity entitled to such property to the extent required by
applicable law. As a condition to making any distribution under this Plan,
Reorganized Debtor or its designee, as the case may be, may request that the
holder of any Allowed Claim provide such holder's taxpayer identification number
and such other certification as may be deemed necessary to comply with
applicable tax reporting and withholding laws.

     F. Record Date.  As of the close of business on the Record Date, the
transfer registers for the Old Common Stock maintained by the Debtor, or its
respective agents, will be closed. Reorganized Debtor and its designees will
have no obligation to recognize the transfer of any Old Common Stock occurring
after the Record Date and will be entitled for all purposes relating to this
Plan to recognize and deal only with those holders of record as of the close of
business on the Record Date.

     G. Persons Deemed Holders of Registered Securities.  Except as otherwise
provided herein, the Debtor, Reorganized Debtor or its designee, shall be
entitled to treat the record holder of a registered security as the holder of
the Claim or Interest in respect thereof for purposes of all notices, payments
or other distributions under this Plan unless the Debtor, Reorganized Debtor, or
its designee, as the case may be, shall have received written notice specifying
the name and address of any new holder thereof (and the nature and amount of the
interest of such new holder) at least ten (10) Business Days prior to the date
of such notice, payment or other distribution. In the event of any dispute
regarding the identify of any party entitled to any payment or distribution in
respect of any Claim or Interest under this Plan, no payments or distributions
will be made in respect of such Claim or Interest until the Bankruptcy Court
resolves that dispute pursuant to a Final Order.

     H. Cancellation of Existing Securities and Agreements.  On the Effective
Date, the Old Common Stock, and any rights, options, warrants, calls,
subscriptions, or other similar rights or other agreements or commitments,
contractual or otherwise, obligating the Debtor to issue, transfer, or sell any
shares of Old Common Stock or any other capital stock of the Debtor shall be
canceled.

                                   ARTICLE IX

              CONDITIONS TO CONFIRMATION AND EFFECTIVENESS OF PLAN

     A. Conditions Precedent to Entry of the Confirmation Order.  The following
conditions must occur and be satisfied or waived in accordance with para.C of
this Article IX of this Plan on or before the Confirmation Date for this Plan to
be confirmed on the Confirmation Date.

          1. The Confirmation Order is in form and substance reasonably
     acceptable to the Debtor and Appaloosa.

     B. Conditions Precedent to the Effective Date.  The following conditions
must occur and be satisfied or waived in accordance with paragraph C below on or
before the Effective Date for this Plan to become effective on the Effective
Date.

          1. Final Order.  The Confirmation Order shall have become a Final
     Order;

          2. Reincorporation.  The Reorganized Debtor shall have become
     incorporated in the State of Delaware and all filings required to affect
     such reincorporation shall have been accepted for filing by the Delaware
     Secretary of State;

          3. Directors and Officers' Insurance.  The Reorganized Debtor shall
     have obtained directors' and officers' liability insurance in amounts
     deemed sufficient by Appaloosa in its sole discretion;

          4. Cap on Unsecured Claims.  Allowed unsecured claims shall not exceed
     $750,000; provided, that, the conditions set forth in this paragraph B4 may
     be waived by Appaloosa alone in its sole discretion;

                                        11
<PAGE>   12

          5. Authorizations, Consents and Approvals.  All authorizations,
     consents and regulatory approvals required, if any, in connection with this
     Plan's effectiveness shall have been obtained.

          6. Professional Fees.  Professional fees and expenses incurred by the
     debtor, any official committee appointed in the Case and any other
     professional, other than professionals retained by Appaloosa, whose fees
     and/or expenses the Debtor is ordered to pay by the Bankruptcy Court in
     connection with the Case, this Plan, the Debtor or any of the transactions
     contemplated under this Plan from February 23, 2001 through the Effective
     date, shall not exceed the aggregate amount of $300,000.00.

          7. Private Placement.  The Private Placement shall have been, or
     concurrently with the occurrence of the Effective Date shall be,
     consummated.

          8. Commercial Launch of Winged Set.  The commercial launch of the
     Winged Set shall have occurred and no material development shall have
     occurred that affects the debtor's ability to maintain the commercial
     viability of the Winged Set following launch.

     C. Waiver of Conditions.  With the prior written consent of Appaloosa, but
not otherwise, the Debtor may waive one or more of the conditions precedent to
the confirmation or effectiveness of this Plan set forth in paragraphs A and B
of this Article VII of this Plan, except as otherwise set forth above.

                                   ARTICLE X

                          DEBTOR'S REQUEST PURSUANT TO
                        BANKRUPTCY CODE SECTION 1129(b)

     If all of the applicable requirements of Bankruptcy Code section 1129(a),
other than section 1129(a)(8) thereof, are met with respect to this Plan, the
Debtor requests that the Bankruptcy Court, pursuant to section 1129(b), confirm
this Plan notwithstanding the requirements of section 1129(a)(8) if this Plan
does not discriminate unfairly and is fair and equitable with respect to each
class.

                                   ARTICLE XI

               RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT

     Notwithstanding the entry of the Confirmation Order or the occurrence of
the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Case
and any of the proceedings arising from, or relating to, the Case pursuant to
Bankruptcy Code section 1142 and 28 U.S.C. sec.1334 to the fullest extent
permitted by the Bankruptcy Code and other applicable law, including, without
limitation, such jurisdiction as is necessary to ensure that the purposes and
intent of this Plan are carried out. Without limiting the generality of the
foregoing, the Bankruptcy Court shall retain jurisdiction for the following
purposes: (a) to hear and determine any and all objections to the allowance, or
requests for estimation, of Claims; (b) to consider and act on the compromise
and settlement of any Claim against, or cause of action on behalf of, the Debtor
and the Debtor's estate; (c) to determine any and all applications pending on
the Confirmation Date for the rejection and disaffirmance, assumption or
assignment of executory contracts or leases and the allowance of any Claim
resulting therefrom; (d) to enter such orders as may be necessary or appropriate
in connection with the recovery of the Debtor's assets or property wherever
located; (e) to hear and determine any and all applications for allowance of
compensation and reimbursement of expenses; (f) to hear and determine any and
all controversies, suits and disputes arising under or in connection with the
interpretation, implementation or enforcement of this Plan and any of the
documents intended to implement the provisions of this Plan; (g) to hear and
determine any and all applications, adversary proceedings, contested matters and
other litigated matters pending on the Effective Date or that may be commenced
thereafter as provided in this Plan; (h) to hear and determine any applications
to modify any provision of this Plan to the full extent permitted by the
Bankruptcy Code; (i) to correct any defect, cure any omissions or reconcile any
inconsistency in this Plan, or any order of the Bankruptcy Court, including the
Confirmation Order, as may be necessary to carry out the purposes and intent of
this Plan; (j) to effectuate distributions under and performance of the
provisions of this Plan; (k) to hear and determine any motions or contested
matters involving taxes, tax refunds, tax attributes

                                        12
<PAGE>   13

and tax benefits and similar and related matters with respect to the Debtor
relating to the administration of the Case, including, without limitation,
matters involving federal, state and local taxes in accordance with Bankruptcy
Code sections 346, 505 and 1146; (l) to determine such other matters and for
such other purposes as may be provided in the Confirmation Order or as may from
time to time be authorized under the provisions of the Bankruptcy Code or any
other applicable law; (m) to enforce all orders, judgments, injunctions,
releases and rulings issued or entered in connection with the Case or this Plan;
(n) to enter such orders as may be necessary or appropriate in aid of
confirmation and to facilitate implementation of this Plan, including, without
limitation, any stay orders as may be appropriate in the event that the
Confirmation Order is for any reason stayed, revoked, modified or vacated; (o)
to determine any other matter not inconsistent with the Bankruptcy Code; and (p)
to enter an order closing the Case.

                                  ARTICLE XII

                    MODIFICATION OR WITHDRAWAL OF THIS PLAN

     A. Modification of this Plan.  This Plan may be altered, amended or
modified by the Debtor, with the consent of Appaloosa, before or after the
Confirmation Date, as provided in section 11127 of the Bankruptcy Code.

     B. Withdrawal of this Plan.  The Debtor reserves the right to revoke and
withdraw this Plan at any time before the Confirmation Date. If the Debtor
revokes or withdraws this Plan, then this Plan shall be deemed null and void. In
such event, nothing contained herein shall be deemed to constitute a waiver or
release of any claims by or against the Debtor or any other Entity or to
prejudice in any manner the rights of the Debtor or any Entity in any further
proceedings involving the Debtor.

                                  ARTICLE XIII

                                 MISCELLANEOUS

     A. Retiree Benefits.  On and after the Effective Date, to the extent
required by section 1129(a)(13) of the Bankruptcy Code, Reorganized Debtor shall
continue to pay all retiree benefits, if any, as the term "retiree benefits" is
defined in section 1114(a) of the Bankruptcy Code, maintained or established by
the Debtor prior to the Confirmation Date.

     B. Governing Law.  Except to the extent the Bankruptcy Code or Bankruptcy
Rules are applicable, the rights, duties and obligations arising under this Plan
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Connecticut.

     C. Headings.  The headings of the articles, paragraphs, and sections of
this Plan are inserted for convenience only and shall not affect the
interpretation hereof.

     D. Severability.  Should any provision in this Plan be determined to be
invalid, void or unenforceable, such determination shall in no way limit,
affect, impair or invalidate the enforceability and operative effect of any or
all other provisions of this Plan.

     E. Computations.  Any calculation of days shall exclude the first date and
include the last date of the relevant period.

     F. Miscellaneous Rules of Construction.  (1) The words "herein," "hereof,"
and other words of similar import refer to this Plan as a whole, not to any
particular section, subsection or clause, unless the context requires otherwise;
(2) whenever it appears appropriate from the context, each term stated in the
singular or the plural includes the singular and the plural, and each pronoun
stated in the masculine, feminine, or neuter includes the masculine, feminine,
or neuter; (3) accounting terms not otherwise defined in this Plan shall have
the meanings assigned to them under generally accepted accounting principles
currently in effect; and (4) the rules of construction set forth in section 102
of the Bankruptcy Code shall apply, unless superseded herein or in the
Confirmation Order.

                                        13
<PAGE>   14

     G. Confirmation Order and Plan Control.  To the extent the Confirmation
Order and/or this Plan is inconsistent with the Disclosure Statement, this Plan
controls the Disclosure Statement, and the Confirmation Order (and any other
orders of the Bankruptcy Court) controls this Plan. In the event the terms or
provisions of this Plan are inconsistent with the terms and provisions of the
exhibits to this Plan or documents executed in connection with this Plan, the
terms of this Plan shall control.

     H. Successors and Assigns.  The rights, benefits, and obligations of any
person or Entity named or referred to in this Plan shall be binding upon, and
shall inure to the benefit of, the heir, executor, administrator, successor, or
assign of such person or Entity.

     I. Effectuating Documents and Further Transactions.  The Debtor is
authorized to execute, deliver, file, or record such documents, contracts,
instruments, releases, and other agreements and take such other action as may be
necessary to effectuate and further evidence the terms and conditions of this
Plan.

     J. No Waiver.  The failure of the Debtor to object to a Claim for purposes
of voting on this Plan shall not be deemed a waiver of the Debtor's right to
object to or examine such Claim, in whole or in part.

     K. Notices.  All notices and requests in connection with this Plan shall be
in writing and shall be hand delivered or sent by mail to:

        Bio-Plexus, Inc.
        c/o Reid and Riege, P.C.
        One State Street
        Hartford, CT 06103
        Attention: Eric Henzy, Esq.
        Attorneys for the Debtor

        -and-

        Paul, Hastings, Janofsky & Walker, LLP
        75 East 55th Street
        New York, New York 10022
        Attention: Madlyn Gleich Primoff, Esq.

        -and-

        1055 Washington Boulevard, 9th Floor
        Stamford, CT 06901
        Attention: H. William Smith, Esq.
        Special Counsel for the Debtor

        Fried, Frank, Harris, Shriver & Jacobson
        One New York Plaza
        New York, NY 10004-1980
        Attention: George B. South, Esq.
        Counsel to Appaloosa Management, L.P.

                                        14
<PAGE>   15

     Dated at Vernon and Hartford, Connecticut, and New York, New York, this
12th day of June, 2001.

BIO-PLEXUS, INC.

By
---------------------------------------------
              John Metz
            Its President

REID AND RIEGE, P.C.

By
---------------------------------------------
             Eric Henzy
       Federal Bar No. ct12849
          One State Street
         Hartford, CT 06103
           (860) 278-1150
   Attorneys for Bio-Plexus, Inc.

PAUL, HASTINGS, JANOFSKY & WALKER LLP
   Madlyn Gleich Primoff
   75 East 55th Street
   New York, New York 10022
   H. William Smith
   1055 Washington Boulevard, 9th Floor
   Stamford, CT 06901
   (203) 961-7428
   Special Counsel for the Debtor

                                        15