<PAGE>

                                                                     EXHIBIT 2.4

Frank L. Broyles
State Bar No. 03230500
Paul A. Mohtares
State Bar No. 14253600
Goins, Underkofler, Crawford
  & Langdon
1601 Elm Street
Suite 3300
Dallas, Texas 75201
(214) 969-5454
(214) 969-5902 Fax
Attorneys for the Debtor as Debtor-in-Possession

                     IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE NORTHERN DISTRICT OF TEXAS
                                DALLAS DIVISION


In re: Aviva America, Inc.

Debtor-in-Possession                                     CASE NO.00-34671-bjh-11

Tax ID# 98-0032906                                                    Chapter 11



                           DEBTOR'S CHAPTER 11 PLAN

                           DATED SEPTEMBER 28, 2000

                               A.  Introduction

     Aviva America, Inc. agrees to settle all Pre-Petition Claims and
administrative claims against it by paying the holders of those claims in
accordance with its confirmed Chapter 11 Plan as set forth below. The Chapter 11
Plan incorporates by reference the confirmation order confirming the plan and
any amendments to the plan as permitted by law and any Court orders allowing
those amendments.

                               B.  Definitions

     This Plan of Reorganization uses terms identified below, which have the
meanings and, when applicable, applications as set forth below.


Chapter 11 Plan Dated September 28, 2000                                  Page 1
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     Administrative Claims - Claims given administrative priority pursuant to
the 11 U.S.C. 507(a)(1). Administrative claims include both pre and post
confirmation obligations to the United States Trustee.

     Administrative Claims Deadline - The last day for filing requests for
payment of administrative claims or expenses. That date is two (2) weeks after
the Effective Date, however, a holder of an unliquidated administrative claim
preserves its right to file an administrative claim by filing, before the
Administrative Claims Deadline, notice of intent to file administrative claim
which includes a good faith estimate of the amount of the claim. The United
States Trustee does not have to file administrative claims.

     Allowed Claim - The amount of a claim that is allowed by the Court. If a
proof of claim has been filed and no objection to the proof of claim has been
filed by the Effective Date/1/, then the allowed amount of the claim will be the
amount as filed. The allowed amount of all other claims will be the amount set
forth in the Debtor's Schedules, as they may be amended, unless the Schedules,
as they may be amended, list the claim as disputed or unliquidated, does not
list any amount, or an objection is filed as to the amount listed. In such
cases, the Allowed Claim will be determined by Court order.

     Amended Proof of Claim Bar Date - The last day for a holder of any
prepetition claim to amend any previously filed proof of claim unless the Debtor
consents to a later amendment, or the Court otherwise allows. The Amended Proof
of Claim Bar Date is the Confirmation Date. In the event that an original proof
of claim for an allowed claim is filed after the Amended Proof of Claim Bar Date
but before the Bar Date, it cannot be amended without Court order or consent of
the Debtor.

     Bar Date - The last day for a claim holder [other than a holder of an
administrative claim] to file an original proof of claim. For all entities other
than governmental entities that date is the Effective Date for creditors who
were sent notice of the Confirmation Hearing and November 29, 2000 for those
creditors who did not receive notice of the Confirmation Hearing prior to that
hearing.

     Claim -  "Claim" as defined in the Code, (S) 101(5).

     Claimant - The holder of a claim against, or equity interest in, the
                Debtor.

     Code - The United States Bankruptcy Code [Title 11 of the United States
            Code]

     Confirmation Date - The date the order confirming the Plan was entered,
unless the confirmation order is timely appealed, in which case the applicable
date is the date

______________________________

/1/ Or if a filed objection has been withdrawn

Chapter 11 Plan Dated September 28, 2000                                  Page 2
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<PAGE>

the Confirmation Order becomes final and not subject to further appeal. If an
amended confirmation order is entered, the date the original confirmation order
was entered remains the Confirmation Date unless the amended confirmation order
states otherwise.

     Convenience Claims - General unsecured claims whose allowed amount is not
greater than $500.00, including claims whose holders voluntarily reduce their
claim amount to $500.00. If there is more than one holder of claims arising out
of the unsecured claims of a single creditor, the Convenience Claim status will
apply only if all holders agree to collectively reduce their total collective
claim to $500.00. This amount is subject to approval and change by the Court
pursuant to Code section 1122(b).

     Court - The United States Bankruptcy Court for the Northern District of
Texas, Dallas Division.

     Debtor - Aviva America, Inc., a Delaware Corporation.

     Effective Date or Effective Date of the Plan - Ten (10) days after the
Confirmation Date.

     Late Filed Claim - Any original proof of claim filed after the Effective
Date without leave of Court or consent of the Debtor.

     Litigation Claims - Claims by plaintiffs or cross-plaintiffs in currently
pending litigation.

     MMS - Minerals Management Service of the United States Department of the
Interior.

     Plan of Reorganization or Plan - Any Debtor's Plan of Reorganization as
confirmed by a final original or modified order of the Court.

     Pre-Petition Claims - Claims, as defined in the Code, existing at the time
the Debtor filed its voluntary Chapter 11 petition.

     Recovery Limitation - the limitations on total payments to holders of
Classes 5, 6A and 7. A holder of more than one claim in these Classes (e.g., a
holder of a class 6 claim and a class 7 claim) cannot recover in total more than
the Recovery Limitation. If an original holder of more than one such claim has
transferred one or more of the claims, the transferees and the original holder
shall be subject to a single Recovery Limitation.


Chapter 11 Plan Dated September 28, 2000                                  Page 3
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<PAGE>

     Rejection Claim - The unsecured portion of any unexpired lease or rejected
executory contract.

     Reorganized Company or Reorganized Debtor - Aviva America, Inc. on and
after the Effective Date.

     Substantial Consummation of the Plan or Substantial Consummation - This is
a Code defined term under Section 1121(b). Under the Plan, Substantial
Consummation will occur on the Effective Date. Substantial Consummation has
three elements: transfer of all or substantially all of property proposed by
plan to be transferred; (2) assumption by debtor or by successor to debtor under
plan of business or of management of all or substantially all of property dealt
with by plan; and (3) commencement of distribution under plan. The Debtor
anticipates that the Plan will be substantially consummated on the Effective
Date.

     Unliquidated Claim - a claim against the Debtor which is not disputed as to
liability but as to which the amount is uncertain. A holder of a contingent
liability against the Debtor holds an unliquidated claim.

                  C.  Classification of Claims and Interests

     The claims and interests against the Debtor are classified into nine
categories, not counting administrative claims. A holder of a given class of
claim is a holder of that class of claim whether that person was the original
creditor or holds the claim by reason of assignment or other transfer of the
claim. A person may be a holder of more than one class of claim. To the extent a
person is the holder of more than one class of claim, that person shall vote
such classes separately. The debtor or other creditor may object to the claimed
amount or classification on a ballot. The failure of the creditor to properly
identify the amount or class on his/her/its ballot shall permit the Debtor to
make a good faith determination of the amount and classification for voting
purposes.

     In the event that the amount [or classification] of a claim is disputed or
unliquidated, for voting purposes the Court, upon evidentiary hearing requested
by the debtor or creditor, may estimate the amount of the claim and determine
its classification for voting purposes without prejudice to any actual
determination of the amount or classification for distribution purposes.

Administrative Claims -  These are claims for expenses against the Debtor which
occurred after the entry of order for relief on July 21, 2000 and which are
entitled to priority pursuant to 11 U.S.C. 507(a)(1).  Administrative Claims are
not entitled to vote.

Secured Claims


Chapter 11 Plan Dated September 28, 2000                                  Page 4
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<PAGE>

Class 1 - Contingent Secured Claim held by Crosby Capital LLC as of the petition
date.

Priority Unsecured Claims

Class 2 - Unsecured claims of the United States pursuant to Section 507(a)(8).

Class 3 - Priority Tax Claims held by any State.

General Unsecured Claims

Class 4 - Convenience Claims - As defined in the definitions section above.

Class 5 - Unsecured Claims originally held by and payable to trade vendors and
contractors essential to the ongoing business of the Debtor, which trade vendor
and contractor claims are identified in the Disclosure Statement as Exhibit 7.
That Exhibit is incorporated as part of this Plan.

Class 6 - All other unsecured claims except late-filed claims and the Class 1
Deficiency claim. Class 6 includes but is not limited to Rejection Claims and
Litigation Claims. Class 6 claims are divided into two subclasses, 6A and 6B.
Subclass 6A is comprised of all Class 6 claims other than claims held by Dynegy
Midstream Services, Limited Partnership. Subclass 6B are the claims held by
Dynegy Midstream Services Limited Partnership, including the claim evidence by
Dynegy's proof of claim filed in the amount of $13,468.18 on or about September
12, 2000.

Class 7 - Deficiency Claim held by the holder of the Class 1 Secured Claim.

Class 8 - Late Filed Claims.

Class 9 - Equity Interests in the Debtor.

                     D.  Treatment of Claims and Interests

Administrative Claims.

     Allowed Administrative Claims will be paid in full, in cash, on or before
the Effective Date or the date the claim is allowed, whichever is later.   The
Reorganized Debtor will pay all fees of the United States Trustee (whether
liability for such fees accrued pre or post confirmation) in accordance with
their terms and as they come due and in accordance with 11 U.S.C. Section
1930(a)(6).

Chapter 11 Plan Dated September 28, 2000                                  Page 5
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<PAGE>

Class 1 - Secured Claim of Crosby Capital LLC.

     Class 1 is a secured claim held on the petition date by Crosby Capital LLC.
This claim will be satisfied in full by transferring to its holder at the time
of transfer a one hundred percent equity interest in the Reorganized Debtor. It
is anticipated that the equity interest will be transferred within ten days
after Aviva Operating or its assignee receives transfer of the claim from Crosby
pursuant to the loan settlement agreement.

Class 2 - Priority Unsecured Claims of the United States.

     Holders of Allowed Class 2 Claims will be paid in $5,000 monthly
installments until such claims are paid in full, with the first payment being
made on or before one month after the Effective Date. The Reorganized Debtor may
prepay Class 2 Claims.

Class 3 - Priority Tax Claims of any State.

     Holders of Allowed Class 3 Claims, if any, will be paid in 20 equal
quarterly installments beginning on the later of the first day of the calendar
quarter following: (i) the Effective Date or (ii) the date the claim is allowed.
Reorganized Debtor may prepay Class 3 Claims, at the election of the Reorganized
Debtor.

Class 4 - Convenience Claims -

     Holders of Allowed Class 4 Claims will be paid in full, in cash, on or
before the one year anniversary of the Confirmation Date.  All Convenience
Claims will be paid at the same time, and each claimant will be paid by single
payment.

Class 5 - General Unsecured Claims of Trade Creditors Considered Essential to
the Reorganized Business

     Holders of Allowed Class 5 claims shall receive in full satisfaction of any
allowed claim, ten percent of their allowed claim, not to exceed a total payment
of $10,000, to be paid in five equal annual installments, or, at the election of
the holder made in writing before the Effective Date, a lump sum payment of five
percent (not to exceed $5,000) of the Allowed Claim.

     Annual payments will be made beginning one month after the Effective Date
and on each of the following four anniversaries of the first payment.  The lump
sum payment, if timely elected, will be made on or before the second monthly
anniversary of the Effective Date.

     The payments provided for herein will be in full satisfaction of all
obligations to holders of Class 5 claims, and any unexcused failure of the
Reorganized Debtor to make such payments shall give the holder only a breach of
contract claim for payment of the amounts provided for herein.


Chapter 11 Plan Dated September 28, 2000                                  Page 6
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<PAGE>

     Pursuant to Exhibit 6 attached to the Disclosure Statement Aviva Operating
Company, an affiliate of Debtor, has agreed to purchase each Class 5 Claim from
its original holder for 95 percent of the Allowed Claim amount and be
substituted in as the holder of such Class 5 Claim. This is an election by each
creditor or Holder of a Class 5 claim. The election by the Holder must be made
on or before the Effective Date.

Class 6 - General Unsecured Claims Other than Class 4 and Class 5 Claims.


     Subclass 6A.  Holders of Allowed Class 6A claims shall receive in full
satisfaction of any allowed claim, ten percent of their allowed claim, not to
exceed a total payment of $10,000, to be paid in five equal annual installments,
or, at the election of the holder made in writing before the Effective Date, a
lump sum payment of five percent (not to exceed $5,000) of the Allowed Claim.

     Annual payments will be made beginning one month after the Effective Date
and on each of the following four anniversaries of the first payment.  The lump
sum payment, if timely elected, will be made on or before the second monthly
anniversary of the Effective Date.

     The payments provided for herein will be in full satisfaction of all
obligations to holders of Class 6A claims, and any unexcused failure of the
reorganized debtor to make such payments shall give the holder only a breach of
contract claim for payment of the amounts provided for herein.

     The claims obtained by Aviva Operating Company or its assignee as a result
of the Pogo Settlement are class 6A claims.

     Subclass 6B.  On the Effective Date all of the Debtor's interest in the
Yscloskey Plant and related contracts shall be deemed assigned to Dynegy
Midstream Services Limited Partnership free and clear of all liens and
encumbrances of any holder of a claim against the Debtor and all of Debtor's
obligations to Dynegy shall be released, including Debtor's obligations under
the proof of claim filed by Dynegy in this case on or about September 12, 2000.
The Assignment made to Dynegy herein does not include the suspended revenues
being held by Debtor. All these suspended revenues, upon the assignment
contemplated by this paragraph, will become the property of the Reorganized
Debtor and the assignee will assume the liabilities to the third parties
represented by those suspended revenues. Debtor will sign those documents
reasonably necessary to evidence the transfer.

Class 7 - Deficiency Claim of Holder of Class 1 Secured Claim.

     The holders of any allowed Class 7 claim shall receive in full satisfaction
of any allowed claim, Thirty Thousand and no/oo dollars, to be paid in five
equal annual


Chapter 11 Plan Dated September 28, 2000                                  Page 7
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<PAGE>

installments, or, at the election of the holder made in writing before the
Effective Date, a lump sum payment of Fifteen Thousand and no/oo dollars.

     Annual payments will be made beginning one month after Aviva Operating
Company or its designee acquires the Class 7 Claim.  The lump sum payment, if
timely elected, will be made on or before the second month after Aviva Operating
Company or its designee acquires the Class 7 Claim.

     The payments provided for herein will be in full satisfaction of all
obligations to holders of Class 7 claims, and any unexcused failure of the
reorganized debtor to make such payments shall give the holder only a breach of
contract claim for payment of the amounts provided for herein.

Class 8 - Late Filed Claims.

     All holders of Late Filed Claims as defined shall be paid $1.00 in full
satisfaction of their claim amount.

Class 9 - Equity Interests in the Debtor.

     All equity interests of the Debtor shall be transferred to the holder of
the Class 1 Claim or its designee. The transfer is anticipated to occur within
ten days after Aviva Operating or its designee completes acquisition of the
Class 1 Claim from Crosby Capital L.L.C.

Interest on Claims

     Interest on Allowed Claims will not be paid unless required by law, in
which case the Holder will be paid interest in accordance with an order allowing
claim interest. A Holder who believes he/she/it is entitled to receive interest
on his/her/its claim must seek an order by filing, before the Bar Date, a Motion
to Allow Interest on Claim.

                 E.  Executory Contracts and Unexpired Leases

     All executory contracts and unexpired leases shown on Exhibit 5 attached to
the Disclosure Statement will be assumed on the Effective Date. All other
executory contracts and unexpired leases, unless previously assumed pursuant to
Court order, are rejected.

     Any individual or entity holding a Claim based upon the rejection of an
executory contract or unexpired lease pursuant to this Article must file a
Rejection Proof of Claim with the Bankruptcy Court and send a copy to Debtor's
counsel by certified mail, return receipt requested, before the Effective Date.
Failure to timely follow this


Chapter 11 Plan Dated September 28, 2000                                  Page 8
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<PAGE>

procedure is deemed an automatic waiver and relinquishment to the debtor of any
such rejection claim.

                             F.  Causes of Action

     The Debtor and the Reorganized Debtor may have claims and causes of action
against various entities. To the extent that the Bankruptcy Court has
jurisdiction to adjudicate such claims and causes of action, they may be, at
Debtor's or Reorganized Debtor's election, adjudicated in the Bankruptcy Court.
Other claims and causes of action may be brought in a court or tribunal of
appropriate jurisdiction. The Debtor and Reorganized Debtor shall have total
discretion in deciding whether or not to bring any claim or cause of action
against any third party, and no third party shall have any claim against the
Debtor, Reorganized Debtor, or their officers, directors, employees or agents
for failure to bring any such third party claim.

                         G.  Modifications of the Plan

     The Debtor may modify the Plan at any time prior to or after Confirmation
Date pursuant to the terms of the Code, including Section 1127(b).

                          H. Effects of Confirmation

     As of the Effective Date, title to all property of the Debtor and the
Debtor's estate shall be vested in the Reorganized Company, and such property
and the Reorganized Company's operations shall no longer be subject to the
jurisdiction of the Bankruptcy Court, except as specifically provided below.

     As of the Effective Date, all general unsecured pre-petition debts of
Debtor, including rejection claims but excluding assumed executory contracts,
shall be discharged and replaced by the obligations set forth in the Plan.

     Except as otherwise expressly provided in the Plan, the confirmation of the
Plan discharges the Debtor, as of the Effective Date, from any Claim that arose
before the Confirmation Date, and from any liability of a kind specified in
Sections 502(g), 502(h) and 502(i) of the Bankruptcy Code, whether or not (1) a
proof of claim is filed or deemed filed, (2) such Claim is allowed under Section
502 or (3) the holder of such Claim has accepted the Plan.

     All obligations to the Debtor and its creditors, and the Bankruptcy Estate
by any official committee, any attorney for any official committee, and Debtor's
attorneys shall terminate on the Effective Date.

     All holders of claims, who accept benefits under this Plan of
Reorganization, including benefits resulting from assignment and transfer of
claims, shall be deemed to



Chapter 11 Plan Dated September 28, 2000                                  Page 9
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<PAGE>

be doing business in Dallas County Texas for purposes of minimum contacts with
the jurisdiction. Any entity or individual who does not want to consent to
minimum contracts with the jurisdiction, may assign his, her or its claim to the
Reorganized Debtor or Debtor prior to the receipt of any benefits under this
Plan and before the holder has otherwise consented to minimum jurisdiction of
the jurisdiction.

                          I.  Default Under the Plan

     If Reorganized Debtor defaults under the Plan after Substantial
Consummation, then each creditor affected by the Default, in order to preserve
its rights under the Plan, must send written notice, certified mail, return
receipt requested to the Reorganized Debtor, and its attorneys at the addresses
listed herein or at such other changed addresses given pursuant to the change of
address provisions provided in this Plan. Such notice must be sent within four
(4) months of the default. The notice must specify the nature of the default and
the action that the Creditor believes is required to cure the default. The
Reorganized Debtor shall have one (1) month to cure the default. In the event
that the Reorganized Debtor fails to cure the default, then the Creditor's sole
remedy shall be to file a lawsuit for breach of contract in the District Court
or County Court at Law for Dallas County, Texas. All obligations breached by the
Reorganized Debtor shall be waived by a creditor if the creditor does not timely
notify the Reorganized Debtor of the default in accordance with this provision.

     In the event that a lawsuit is filed pursuant to this provision for breach
of contract, the Court may award, in its discretion, attorney's fees and
litigation costs to the prevailing party. In the event that the Court cannot
determine the prevailing party, it may award, in its discretion, a partial award
for attorneys' fees and litigation costs.

     The Plan shall be interpreted in accordance with the laws of the State of
Texas. Except to the extent prohibited by the laws of the State of Texas, all
claims for breach of the Plan shall be filed within one year and one day
following the breach or be forever barred.

                 J.  Change of Address and Transfer of Claims

     Any entity or individual who is a holder of a claim or interest shall keep
the Reorganized Debtor apprised of any change of address or transfer of claim by
sending notice of the change of address or transfer of claim certified mail
return receipt requested to Aviva America at Debtor's last known address.

                         K.  Retention of Jurisdiction

     The case may be closed at any time after the Confirmation Date and the
Confirmation Order may provide that this Case shall be closed on the Effective
Date.

Chapter 11 Plan Dated September 28, 2000                                 Page 10
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<PAGE>

Notwithstanding the Closing of the Case, the Bankruptcy Court, shall retain
jurisdiction to hear the following matters:

1.  Motion to Reopen the Case for Any Reason;
2.  Resolution of claims and claims objections;
3.  The correction of any defect or inconsistency in the Plan;
4.  Determination of all questions, causes of action, and disputes regarding
title to the assets of the Debtor, the Reorganized Company or the estate, or the
validity of liens thereon;
5.  Interpretation of the Plan, provided however, that a dispute between parties
affected by this Plan which is being litigated in another court of competent
jurisdiction which requires interpretation of this Plan may be interpreted by
that Court for purposes of that dispute.
6.  Modification of the Plan after Confirmation
7.  Orders necessary to vest or clear record title to any property of the
Reorganized Debtor acquired by the Debtor prior to Confirmation.
8.  Orders necessary to obtain documents, or the execution of documents,
necessary to complete the Plan.
9.  Litigation of pre-confirmation claims by the Reorganized Debtor against
third parties.

       L.  General Provisions and Obligations of the Reorganized Debtor

     The Reorganized Company's officers and management shall operate and manage
its affairs and business operations during the term of this Plan.

     The Reorganized Company shall not make any distributions or pay any
dividends to shareholders until holders of all allowed Claims have been paid in
full. The executive management of the Reorganized Debtor will not be compensated
by the Reorganized Debtor, however, the Reorganized Debtor will continue to pay
its prorata share of the overhead expenses of the Aviva group. This limitation
on compensation shall not be interpreted to prohibit payment of reasonable
expenses incurred by the executive management while on business for the
Reorganized Debtor.

     All payments under the Plan shall be evidenced by the Reorganized Company's
checks, in customary form, by wire transfers, or by any other commercially
acceptable form.

                               M.  Miscellaneous

     Within thirty (30) days following the Effective Date, The Debtor's Charter
shall be amended to limit the class of shares to Class A Common, all of which
shall have voting rights pursuant to Delaware law. The charter shall not be
further amended in controversion of 11 U.S.C. 1123(a)(6) until the Plan has been
completed.

Chapter 11 Plan Dated September 28, 2000                                 Page 11
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<PAGE>

     Directors of the Reorganized Debtor shall be elected by the shareholders of
the Reorganized Debtor as provided by Delaware law. Officers of the Reorganized
Debtor shall be elected by the Board of Directors in accordance with Delaware
law. The election of officers and directors shall be made consistent with the
interests of the creditors, equity holders, and public policy.

     In all references herein to any parties, persons, entities or corporations,
the use of any particular gender or the plural or singular number is intended to
include the appropriate gender or number as the text may require.

     Payment of Claims pursuant to the Plan shall constitute the full
settlement, release, discharge and satisfaction of all claims, if any, against
the Debtor, the Reorganized Debtor and their property pursuant to 11 U.S.C.
Section 1141.

     The Debtor reserves the right to modify the Plan post-confirmation in
accordance with the 11 U.S.C. Section 1127(b).

     All notices, requests or demands in connection with this Plan shall be in
writing and shall be deemed to have been given when received, or if mailed, five
days after the date of mailing, provided such writing shall be sent by
registered or certified mail, postage prepaid, return receipt requested, if to a
creditor, to the address set forth on the official mailing matrix, and if sent
to the Reorganized Company, addressed to:

                               Mr. Ron Suttill
                               Aviva America, Inc.
                               8235 Douglas Ave.
                               Suite 400
                               Dallas, Texas 75225

with a copy to:

                               Mr. Barry Cannaday
                               Jenkens & Gilchrist, a professional corporation
                               1445 Ross Ave.
                               Suite 3200
                               Dallas, TX 75202

     All employments of professional persons and official committees pursuant to
Court order during the pendency of this Case shall terminate on the Effective
Date. Any further professional responsibility of such professionals shall be a
matter of contract between the Reorganized Debtor and the Professional, but
neither the Debtor

Chapter 11 Plan Dated September 28, 2000                                 Page 12
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<PAGE>

nor the Professional shall have any obligation to continue the employment beyond
the Effective Date, unless the Court otherwise orders. Fee applications by
professionals submitted after the Confirmation Date need not include time for
any post-Effective Date activity other than the fee application, unless the
Court orders otherwise.

     The headings used in the Plan are inserted for convenience only and neither
constitute a portion of this Plan nor in any manner affect the provisions of the
Plan. The definitions in the Plan provide not only definitions, but substantive
obligations which are an integral part of the Plan.

     The rights afforded in the Plan shall be in exchange for and in complete
satisfaction, discharge and release of all Claims of any nature against the
Debtor, the Reorganized Debtor, or any of their assets or properties; and all
claimants shall be precluded from asserting claims against the Reorganized
Company, or the Reorganized Debtor's assets or properties any other or further
Claim based upon any act or omission, transaction or other activity of any kind
or nature that occurred prior to the Confirmation Date.

     All distributions mailed by the Reorganized Debtor to any holder of any
claim at the holder's last known address shall become property of the
Reorganized Debtor if such distributions are returned by the post office as
unclaimed or addressee unknown. Any claim holder who claims that the reason for
the return was due to an error of some entity other than the Claim Holder shall
be barred from filing any lawsuit with respect to such returned distribution
after the first annual anniversary of the first returned distribution. The
burden of proof that a distribution was not properly mailed shall be on the
holder of the claim.

     All parties to this Plan, which includes persons and entities who hold
Claims which have been modified, assumed, or otherwise affected by the Plan,
shall be obligated to execute such additional documents reasonably necessary to
effect the Plan (e.g. an assignment of an interest or release affecting title)
and Debtor or any other party may enforce this obligation in the United States
Bankruptcy Court.

     The Reorganized Debtor shall be entitled to an order closing the bankruptcy
case at any time on or after Substantial Consummation.

     Confirmation of this Plan is conditioned on the Court's entering a final,
non-appealable order approving the Pogo Settlement and the Debtor will not seek
Plan confirmation until the Pogo Settlement has been finally approved by the
Bankruptcy Court.

     Signed as of this 28/th/ day of September 2000.


Chapter 11 Plan Dated September 28, 2000                                 Page 13
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<PAGE>

AVIVA AMERICA, INC.
[Debtor and Debtor-in-Possession]


by  /s/ James L. Busby
   ----------------------------------
James L. "Jay" Busby, its Vice-President

Chapter 11 Plan Dated September 28, 2000                                 Page 14
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