**ORDERED in the Southern District of Florida on March 23, 2007**                                                                            			/s/ Steven H. Friedman                                                                           			Steven H. Friedman, Judge                                                                           			United States Bankruptcy Court 

                              			**UNITED STATES BANKRUPTCY COURT                                  			SOUTHERN DISTRICT OF FLORIDA                                      			WEST PALM BEACH DIVISION**			In re:                                                                             			Chapter 11			eCOM eCOM.COM, Inc., Debtor.                              			Case No. 04-35435-BKC-SHF                                                			**ORDER CONFIRMING                      			FIRST AMENDED JOINT PLAN OF REORGANIZATION                    			OF DEBTOR AND AMERICAN CAPITAL HOLDINGS, INC.,                        			AS MODIFIED, PURSUANT TO 11 U.S.C. Section 1129**        eCom eCom.com, Inc. (the "Debtor")			and American Capital Holdings, Inc. 			("ACH"), having filed with this Court their Amended Joint Plan of			Reorganization			dated as of January 3, 2007 [Court Paper No. 195] (the "Amended			Plan") (the 			Amended Plan, as modified by the Modifications, is hereinafter			referred to as 			the "Plan"), after hearing and due and sufficient notice to all			Creditors, 			Holders of Equity Interests and interested parties and sufficient			cause 			appearing, the Court does hereby make and issue the following			findings and 			orders as follows:        1. This Court has jurisdiction over			the Debtor, the Debtor's Chapter 11 			case, all of the Debtor's assets, contracts and assets, wherever			located, all 			Claims against and Equity Interests in the Debtor, and all Creditors			of and 			Holders of Equity Interests in the Debtor pursuant to 28 U.S.C.			Section 1334. 			Confirmation of the Plan is a "core proceeding" pursuant to, without			limitation,			28 U.S.C. Sections 157(b)(2)(A),(L) and (O), and this Court has			jurisdiction to			enter a final order with respect thereto. Venue is proper before			this Court 			pursuant to 28 U.S.C. Sections 1408 and 1409.        2. All capitalized terms used in this			Confirmation Order but not defined			herein shall have the meaning ascribed to such terms in the Plan.        3. An involuntary petition was filed			against the Debtor on November 29, 			2004 [Court Paper No. 1]. Thereafter, the Debtor consented to relief			under 			Chapter 11 of the Bankruptcy Code and the Court entered the order			for relief on 			May 24, 2005 [Court Paper No. 24 - "Adjudication Date", Since the			Adjudication 			Date, the Debtor has continued in possession of its assets and to			manage its 			properties as a debtor in possession pursuant to Sections 1107(a)			and 1108 of 			the Bankruptcy Code.        4. On August 4, 2005, the Court			entered its Order Granting 			Debtor-in-Possession's Motion for Authorization to: (I) Provide			Electronic 			Service Upon Equity Security Holders, and (II) Utilize Executive			Mail Service 			for Purposes of Coordinating and Effectuating Service Upon Equity			Security 			Holders [Court Paper No. 48].        5. On August 18, 2006, the Debtor and			ACH filed their Joint 			Plan of Reorganization [Court Paper No. 126] (the "Original Plan").			Thereafter,			on August 25, 2006, the Debtor and ACH filed their Disclosure			Statement for 			Joint Plan of Reorganization [Court Paper No. 137] (the "Disclosure			Statement").			On September 1, 2006, the Court entered its Order (I) Setting			Hearing to 			Consider Approval of the Disclosure Statement; (II) Setting Deadline			for Filing 			Objections to Disclosure Statement and (III) Directing Plan			Proponents to Serve 			Notice [Court Paper No.139] (the "Disclosure Hearing Order"). The			Debtor mailed 			copies of the Disclosure Hearing Order to all creditors, holders of			equity 			interests and parties requesting notice. Copies of the Disclosure			Statement and 			the Original Plan were mailed to certain parties as directed by			order of the 			Court and to parties filing a written request for copies of same.			Copies of the 			Disclosure Statement and the Original Plan were posted on the			Debtor's website 			at www.ecomecom .net. Appropriate affidavits and certificates of			service have 			been filed by the Debtor in the Court's records regarding such			service.        6. On October 13, 2006, the United			States Trustee filed its Objection 			to Confirmation of Plan and to Adequacy of Disclosure Statement			[Court Paper No.			147] (the"United States Trustee Objection").        7. On October 30, 2006, the Debtor			and ACH filed their Motion to Approve			Form of Shareholder Notice [the "Shareholder Notice"] and for			Authorization to 			Serve Shareholder Notice Upon Shareholders [Court Paper No. 162]			(the 			"Shareholder Notice Motion").        8. This Court held a hearing on			October 30, 2006 to consider approval of			the Disclosure Statement and to consider any written objections			thereto. At the 			October 30, 2006 hearing, the Debtor agreed to incorporate			additional 			information and revisions in the Disclosure Statement and in the			Original Plan 			in response to the objections raised by the United States Trustee.			On this 			basis, the Court approved the Disclosure Statement.        9. On December 19, 2006, the Debtor			and ACH filed their Emergency Motion			for Entry of Order (A) Approving the Form of Ballots [the			"Ballots"], and (B) 			Establishing Record Date for Voting Purposes [Court Paper No. 182]			(the "Ballot 			Motion"). On December 28, 2006, the Court entered an order granting			the Ballot 			Motion [Court Paper No. 192] (the "Ballot Order").        10. Pursuant to the Ballot Order,			January 4, 2007 was designated the 			shareholder record date for purposes of voting on the Plan (the			"Shareholder 			Record Date").        11. On December 28, 2006, this Court			entered its Order (I) Approving 			Disclosure Statement; (II) Setting Hearing on Confirmation of Plan;			(III) 			Setting Hearing on Fee Applications; (IV) Setting Various Deadlines;			and (V) 			Describing Plan Proponents' Obligations [Court Paper No. 192] (the			"Disclosure 			Approval Order").        12. On January 3, 2007, the Debtor			and ACH filed with this Court (i) the 			First Amended Joint Plan of Reorganization of Debtor and American			Capital 			Holdings, Inc. [Court Paper No. 195] (the "Amended Plan"), and (ii)			First 			Amended Disclosure Statement for the Amended Plan [Court Paper No.			196] (the 			"Amended Disclosure Statement"). 

        13. On January 4,			2007, the Court entered its Order Granting Plan 			Proponent's Motion to Approve Form of Shareholder Notice and for			Authorization 			to Serve Shareholder Notice [Court Paper 202]        14. On January 4, 2007, the Court			entered its Order Overruling Objection 			of United States Trustee to Adequacy of Disclosure Statement ("Order			Overruling 			Trustee Objection") [Court Paper 203]        15. The Debtor served copies of the			Disclosure Approval Order, the 			Shareholder Notice and the Ballots upon holders of equity interests			in the 			Debtor as of the Shareholder Record Date. Copies of the Amended			Disclosure 			Statement, the Amended Plan, the Disclosure Approval Order and the			Ballots were 			served upon all creditors, parties requesting copies, and any other			parties 			directed by the Court.        16. In accordance with the Disclosure			Approval Order, the Court scheduled			a hearing to consider confirmation of the Plan for March 12, 2007			and 			established March 7, 2007 as the deadline to file the confirmation			affidavit and			certificate of plan proponents.        17. On March 7, 2007, the Debtor			filed its Ex-Parte Motion to Extend Time			to File Certificate of Acceptance of Plan and Confirmation Affidavit			[Court 			Paper No. 275] (the "Certificate Motion"). On March 8, 2007, the			Court entered 			an order granting the Certificate Motion and established March 8,			2007 as the 			deadline to file the confirmation affidavit and certificate of plan			proponents 			[Court Paper No. 277].        18. On March 8, 2007, the Debtor			filed the Certificate of Attorney for 			Debtor on Acceptance of First Amended Joint Plan of Reorganization,			and Report 			on Amount to Be Deposited and Certificate of Amount Deposited [Court			Paper No. 			276] (the "Certificate").        19. On March 8, 2007, the Debtor			filed the Confirmation Affidavit in 			support of confirmation of the Amended Plan [Court Paper No. 276 -			included as 			part of the Certificate] (the "Confirmation Affidavit").        20. The Court held a hearing on March			12, 2007 to consider confirmation 			of the Amended Plan in accordance with 11 U.S.C. Section 1129 (the			"Confirmation			Hearing"). At the Confirmation Hearing, counsel for the Debtor			sought to 			modify the Amended Plan as follows (the "Modifications"):

           (x) 4.01 Class 1.  			Allowed Other Priority Claims 

               			(b) Treatment. Each holder of an Allowed Other Priority Claim			shall                			receive in full satisfaction, release and exchange for such Claim,			shares of New               			Common Stock of the Reorganized Debtor, valued at $0,026 per share,			of a value                			equal to the Allowed Amount of such holder's claim, as soon as is			practicable                			after the later of the Effective Date or the date on which any			Disputed Other                			Priority Claim becomes and Allowed Other Priority Claim by Final			Order of the                			Court. 

           			(y) 9.02   Conditions Precedent to Effectiveness

               			The Plan shall not become                			effective unless and until the following conditions have been			satisfied or                			waived pursuant to Section 9.04 of the Plan: 

               			(a) The Confirmation Order shall have been entered and shall be a			               			Final Order (with no modification or amendment thereof), and there			shall be no                			stay or injunction that would prevent the occurrence of the			Effective Date; 

               			(b) A Final Order shall have been entered (1) approving the			settlements                			between the Debtor and (i) Quentin Partners, and (ii) Barbara Panaia,			and (2)                			sustaining the Debtor's and ACH's joint objections to claims (except			for the               			objection to the claim of Patricia Finch-Junk; and  

               			(c) The statutory fees owing to the United States Trustee through			the                			Confirmation Date have been paid in full.        21. The Modifications are approved by			the Court pursuant to Section 			1127(a) of the Bankruptcy Code. The Amended Plan, as modified by the						Modifications, meets the requirements of Sections 1122 and 1123 of			the 			Bankruptcy Code.        22. At the Confirmation Hearing, the			Court found and determined that (i) 			Ballots in the required number and amount had been cast for			acceptance of the 			Plan, (ii) no objections to confirmation of the Amended Plan had			been filed by 			any creditors of the Debtor or other parties in interest, and (iii)			appropriate 			notice of the Confirmation Hearing, Amended Plan, the Disclosure			Statement and 			the Amended Disclosure Statement was afforded to all parties in			accordance with 			the Bankruptcy Code, Bankruptcy Rules and orders of this Court.        23. To the extent that any objections			to confirmation of the Amended Plan			were filed, the Court finds, based upon the evidence presented and			the argument 			of counsel, any such objections were withdrawn or are overruled in			all respects.        24. Counsel for the United States			Trustee and the Securities and 			Exchange Commission appeared telephonically at the Confirmation			Hearing, both of			whom supported confirmation of the Plan.        25. The Plan classifies Claims and			Equity Interests into 4 separate 			Classes. Classes 1 and 2 are treated as Unimpaired under the Plan.			Since the 			Claims and Equity Interests included in these Classes are not			Impaired by the 			Plan, the Holders thereof are conclusively presumed to have accepted			the Plan 			and are not entitled to vote on the Plan pursuant to Section 1126(f)			of the 			Bankruptcy Code. Nevertheless, Class 1 unanimously voted to support						confirmation of the Amended Plan. There are no Class 2 creditors.        26. The following Classes of Claims			and Equity Interests are treated as 			Impaired under the Plan:			a. Class 3A : Non-Insider Unsecured Non-Priority Claims			b. Class 3B: Insider Unsecured Non-Priority Claims			c. Class 4: Equity Interests        27. Regardless of whether such			Classes were entitled to vote on the 			Amended Plan, Classes 3A, 3B and 4 all voted to accept the Amended			Plan. The 			Court finds that, based upon the tabulation of Ballots included in			the 			Certificate, the Creditors in Classes 3A and 3B and holders of			Equity Interests 			in Class 4 have accepted the Plan in the requisite number and amount			required 			under Section 1126 of the Bankruptcy Code.        28. In further support of			confirmation of the Plan, at the 			Confirmation Hearing, counsel for the Debtor proffered (without			objection) the 			testimony and the Confirmation Affidavit of Barney A. Richmond, the			acting chief			executive officer of the Debtor, regarding the Amended Plan. The			Court hereby 			accepts the proffered testimony of Mr. Richmond and finds that such			testimony 			supports confirmation of the Plan under Section 1129(a)(ll) of the			Bankruptcy 			Code.        29. The Court further finds that the			statements and comments of counsel 			for the Debtor and ACH in support of the Plan were unchallenged and			unrebutted, 			were not subject to objection, and should be accepted. The Court			finds that 			these statements were made in open Court and no party objected to			these 			statements or the underlying facts, notwithstanding ample			opportunity to do so. 			The statements of counsel statements were consistent with the entire			record of 			this Chapter 11 case, over which this Court has presided from the			outset.        30. At the Confirmation Hearing, the			Court, after taking judicial notice 			of the Confirmation Affidavit and Amended Plan, notes the principal			features of 			the Plan, the feasibility of the Plan, the absence of any meaningful			alternative			to the transactions contemplated by the Plan, the likely effect of			liquidation 			upon Creditors and other interested parties, and the means for			implementing the 			treatment of and distributions to Creditors and holders of Equity			Interests 			pursuant to the Plan.        31. In particular, the Court finds			that, based upon the entire record:			a. the Plan has been proposed in good faith by the Debtor and ACH.			b. Based upon the cash presently on hand with the Debtor's counsel,						the cashier's checks presented by counsel for ACH and the commitment			of ACH to 			provide New Funding required under the Plan, the Debtor's estate			will have 			sufficient funds as of the expected Effective Date to pay, reserve			for or escrow			all Allowed or Disputed Priority Claims, Allowed or Disputed			Unsecured Claims 			and Administrative Claims in the amounts required under the			Bankruptcy Code and 			as provided for in the Amended Plan.			c. The distribution to Unsecured Creditors and holders of Equity 			Interests under the Amended Plan is higher than if this case was			converted to a 			case under Chapter 7.			d. The Plan is feasible, and the confirmation and consummation of			the 			Amended Plan is not likely to be followed by the liquidation or the			need for 			further financial reorganization of Reorganized Debtor under the			Bankruptcy Code        32. The Court finds that the Plan and			this Confirmation Order, including 			without limitation the provisions of Sections 11.04, 11.05 and 11.06			of the Plan			and the discharge, exculpation from liability, release, general			injunction and 			other related provisions of Article 11 of the Plan, are fair,			equitable, 			reasonable and proper, are in the best interests of the Debtor's			Estate, and are			binding upon all Creditors and Holders of Equity Interests.			Moreover, the Court 			notes that Classes 1, 3A, 3B and 4 overwhelmingly supported approval			of the 			provisions of Sections 11.04, 11.05 and 11.06 and that fair and			sufficient 			notice of such provisions was provided in the Amended Disclosure			Statement, the 			Amended Plan and the Ballots.        33. With respect to the requirements			of 11 U.S.C. Section 1129(a) as 			applicable to the Plan, the Court finds as follows:        a) Copies of the Shareholder Notice,			Disclosure Approval Order and 			Ballots were mailed to all shareholders of the Debtor as of the			Shareholder 			Record Date. Copies of the Amended Plan and the Amended Disclosure			Statement 			ostensibly were posted on the Debtor's website at www.ecomecom.net.			Copies of 			the Amended Plan, Amended Disclosure Statement, Disclosure Approval			Order and 			Ballots were mailed to all Creditors of the Debtor as shown on the			Court's 			master mailing matrix for this Chapter 11 case. The Court hereby			expressly finds			that (i) timely and proper notice of the Confirmation Hearing and			the time fixed			for filing objections to and Ballots on the Amended Plan was given			to all 			appropriate Creditors and Holders of Equity Interests of the Debtor			and all 			parties in interest; (ii) such notice was adequate and sufficient to			notify all 			Creditors and Holders of Equity Interests of the Debtor and all			parties in 			interest of the Confirmation Hearing and the objection and voting			deadlines as 			to the Plan; and (iii) such notice complied in all respects with the			procedural 			orders of this Court, the Bankruptcy Code, the Bankruptcy Rules,			including 			without limitation Bankruptcy Rules 2002, 3018, and 9006, and the			Local Rules, 			and otherwise satisfied the requirements of due process. No other or			further 			notice is required.        b) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(l), 			because the Plan complies with each of the applicable provisions of			Title 11 of 			the United States Code, including without limitation the provisions			of 11 U.S.C.			Sections 1122 and 1123.        c) As required by Section 1129(a)(2)			of the Bankruptcy Code, the Debtor 			and ACH, as the proponents of the Plan, comply with the applicable			provisions of			Title 11 of the United States Code. Without limiting the generality			of the 			foregoing and by way of example, the Debtor and ACH, as duly			authorized plan 			proponents, have complied with the disclosure and solicitation			requirements of 			Sections 1125 and 1126 of the Bankruptcy Code. Further, the Court			expressly 			finds that the Amended Disclosure Statement and the Amended Plan			contain 			adequate information for purposes of 11 U.S.C. Section 1125, and			that no further			disclosure is required by the Debtor and ACH in connection with the			Plan.        d) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(3), 			because the Plan has been proposed in good faith and has not been			proposed by 			any means forbidden by law. Among other things, the provisions			regarding 			discharge, exculpation from liability, release, general injunction			and related 			provisions set forth in Article 11 of the Plan are proposed in good			faith, are 			equitable and are supported by valid consideration.        e) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(4), 			because any payment made or to be made by the Debtor, in its			capacity as a 			debtor or as a proponent of the Plan, or by any person issuing			securities or 			acquiring property under the Plan, for services or for costs and			expenses in or 			in connection with this case, or in connection with the Plan and			incident to 			this case, has been approved by, or is subject to the approval of,			the Court as 			reasonable.        f) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(5), 			because (i) the identity and affiliations of all persons who are to			serve as 			directors or officers of the Reorganized Debtor or a successor to			the 			Reorganized Debtor under the Plan on the Effective Date have been			fully 			disclosed, (ii) the appointment of such persons to such offices, or			their 			continuance therein, is equitable and is consistent with the			interests of the 			Creditors and Holders of Equity Interests and with public policy,			and (iii) the 			identity of, and the nature of any compensation for, any insiders			that will be 			employed or retained by the Reorganized Debtor have been fully			disclosed.        g) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(6), 			since no governmental regulatory commission now has, or will have			after 			Confirmation of the Plan, jurisdiction over any rates of the Debtor			or the 			Reorganized Debtor.         h) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(7), 			because with respect to each impaired Class of Claims or Equity			Interests, each 			Holder of a Claim or Equity Interest of such Class (i) has accepted			the Plan or 			(ii) will receive or retain under the Plan on account of such Claim			or Equity 			Interest property of a value, as of the Effective Date of the Plan,			that is not 			less than the amount that such Holder would so receive or retain if			the Debtor 			was liquidated under Chapter 7 of Title 11 of the United States Code			on such 			date.        i) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(8), 			because with respect to each Class of Claims, (i) such Class has			accepted the 			Plan or (ii) such Class is not Impaired under the Plan.        j) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(9) with 			respect to the treatment of the Classes of Claims enumerated			therein, as 			applicable and provided for under the Plan.        k) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(10), 			because all Impaired Classes of Claims have accepted the Plan,			determined 			without including any acceptance of the Plan by any insider holding			a Claim of 			such Class.        1) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(ll), 			because Confirmation of the Plan is not likely to be followed by the						liquidation, or the need for further financial reorganization, of			the Debtor, 			the Reorganized Debtor, or any successor thereto under the Plan. The			Debtor and 			ACH have demonstrated the likelihood that the Reorganized Debtor			will be able to			meet its respective financial and other obligations under the Plan			and documents			ancillary thereto. The Plan is feasible.        m) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(12), 			because all fees payable under 28 U.S.C. Section 1930 through the			date of entry 			of this Confirmation Order have been paid by the Debtor or shall be			paid by the 			Debtor as set forth below in this Confirmation Order. All fees			payable under 28 			U.S.C. Section 1930 for the periods following Confirmation of the			Plan shall be 			paid as set forth below in this Confirmation Order.        n) The Plan meets the requirements of			11 U.S.C. Section 1129(a)(4), 			since the Debtor has no "retiree benefits" (as such term is defined			in Section 			1114 of the Bankruptcy Code) payable pursuant to 11 U.S.C. Section			1114.        o) All Classes of Claims and Equity			Interests under the Plan have 			accepted the Plan and, therefore, the provisions of 11 U.S.C.			Section 1129(b) 			are inapplicable.        p) Therefore, with respect to			Confirmation of the Plan, all other 			requirements of 11 U.S.C. Sections 1129(a) and (b) have been met.			The Court having made the above findings, and based further on the						entire record of the Confirmation Hearing and the Docket maintained			by the Clerk			of the Court in this Case, of which the Court takes judicial notice			in 			accordance with Rule 201, Fed.R.Evid., it is, accordingly,			ORDERED, ADJUDGED AND DECREED:        1. The findings of fact and			conclusions of law set forth herein are made			by this Court pursuant to Bankruptcy Rules 7052 and 9014.        2. The Plan is confirmed in all			respects.        3. The Effective Date of the Plan			shall be the first Business Day after 			the last condition precedent to the Effective Date of the Plan has			been 			satisfied or waived in accordance with Sections 9.02 and 9.04 of the			Plan.        4. Any and all objections to the Plan			are overruled in all respects for 			the reasons set forth above.        5. The Debtor and the Reorganized			Debtor and each of their respective 			directors, officers and agents are authorized and directed to take			all such 			steps as may be necessary to effectuate and implement the Plan and			this 			Confirmation Order, including, without limitation, the execution and			delivery of			all instruments of transfer, agreements and other documents (and any			amendments,			supplements or modifications to any of the foregoing) as may be			appropriate or 			necessary to consummate the transactions contemplated by the Plan			and this 			Confirmation Order.        6. On the Effective Date, without any			further action by any party, 			except as otherwise expressly provided in the Plan, all Property of			the Estate 			shall revest in the Reorganized Debtor free and clear of any and all			Liens, 			Debts, obligations, Claims, Cure Claims, Liabilities, Equity			Interests, and all 			other interests of every kind and nature.        7. The Reorganized Debtor and its			respective directors, officers and 			agents are authorized and directed to take all such steps as may be			necessary to			effectuate and implement the terms and provisions of the Plan.        8. The entry of this Confirmation			Order acts as a full and complete 			discharge of all Claims, Debts, Liabilities, and/or interests			arising from, 			relating to or in connection with Unsecured Claims, except as			otherwise provided			in the Plan.        9. The issuance and distribution of			the shares of New Common Stock in 			exchange for (x) Allowed Claims in Classes 1, 3A, and 3B, and (y)			Allowed 			Administrative Claims (including, without limitation, the DIP			Financing) under 			the Plan satisfies the requirements of Section 1145(a)(l) of the			Bankruptcy Code			and such transaction, therefore, is exempt from registration under			federal and 			state securities laws. Except as otherwise provided in Plan,			including, without 			limitation, Sections 8.03 and 8.11 of the Plan, the New Common Stock			may be 			freely transferred and all resales and subsequent transactions			thereof are 			exempt from registration under federal and state securities laws			unless the 			holder is an "underwriter" with respect to such securities. Any			shares of 			Reorganized Parent Common Stock and/or Reorganized Parent Preferred			Stock shall 			be deemed issued by the Reorganized Debtors and/or in a manner which			complies 			with and achieves maximum benefit under 11 U.S.C. Sections1145 and			1146.        10. The entry of this Confirmation			Order shall be deemed to provide or 			waive any required authorizations, consents, permits, approvals,			licenses, and 			exemptions from, and all filings and registrations with, and all			reports to, any			Governmental Authority, whether federal, state, local, and all			agencies thereof,			which are required for the execution, delivery and performance of			the documents 			provided for under the Plan.        11. All matters provided for under			the Plan involving the corporate 			structure of the Debtor or the Reorganized Debtor, or any corporate			action to be			taken by or required of the Debtor or the Reorganized Debtor, shall			be deemed to			have occurred and be effective as provided in the Plan or in this			Confirmation 			Order, and shall be authorized and approved in all respects without			any 			requirement for further action by the shareholders or directors of			the Debtor or			the Reorganized Debtor.        12. Pursuant to Section 1146(c) of			the Bankruptcy Code, the issuance, 			distribution, transfer or exchange of any security (including the			New Common 			Stock), or the making, delivery or recording of any instrument of			transfer 			pursuant to, in implementation of or as contemplated by the Plan, or			the 			revesting, transfer or sale of any real or personal property of, by			or in the 			Debtor or the Reorganized Debtor pursuant to, in implementation of			or as 			contemplated by the Plan, or any transaction arising out of,			contemplated by or 			in any way related to the foregoing, shall not be subject to any			document 			recording tax, stamp tax, conveyance fee, intangible or similar tax,			mortgage 			tax, stamp act, real estate transfer tax, mortgage recording tax or			other 			similar tax or governmental assessment, and the appropriate state or			local 			governmental officials or agents shall be, and hereby are, directed			to forego 			the collection of any such tax or governmental assessment and to			accept for 			filing and recording any of the foregoing instruments or other			documents without			the payment of any such tax or governmental assessment.        13. Following the Effective Date,			neither of the Debtor nor the 			Reorganized Debtor shall have any obligation to object to, or pay,			any Allowed 			Claims, except as otherwise provided for under the Plan.        14. The Debtor and the Reorganized			Debtor shall be discharged on the 			Effective Date from any and all Claims, Debts, Liens, encumbrances,			contract 			rights, rights of setoff, or Liabilities of any nature (whether			contingent, 			fixed, liquidated, unliquidated, matured, unmatured or disputed)			that arose from			any acts or conduct of the Debtor occurring prior to the Effective			Date, except 			as otherwise provided for under the Plan.        15. All rights of Holders of Claims			or Equity Interests of all Classes 			under the Plan, including, without limitation, the right to receive						distributions on account of such Claims or Equity Interests,			hereafter shall be 			limited solely to the right to receive such distributions			exclusively according 			to the Plan, the provisions of which shall be binding on such			Holders to the 			fullest extent provided by Section 1141 (a) of the Bankruptcy Code.			After the 			date hereof, the Holders of such Claims or Equity Interests shall			have no 			further rights against the Debtor or the Reorganized Debtor except			as expressly 			provided in the Plan.        16. The Plan and its provisions shall			be and hereby are binding upon the			Debtor, the Debtor's Estate, the Reorganized Debtor, all Creditors			and all 			equity security holders of the Debtor (whether or not the Claim or			Equity 			Interest of such Creditors or equity security holders is Impaired			under the Plan			and whether or not such Creditors or equity security holders have			accepted the 			Plan), all other parties in interest, and the respective successors			and assigns 			of each of the foregoing.        17. Except as otherwise expressly			provided in the Plan or in this 			Confirmation Order, as of the Effective Date, the provisions			relating to 			discharge, exculpation from liability, release, injunctions, and			stays set forth			in Article 11 of the Plan shall apply and be fully binding and are			hereby 			incorporated by reference in this Confirmation Order. The Debtor has			satisfied 			the disclosure requirements set forth in Bankruptcy Rule 3020(c)(l)			as to such 			provisions.        18. Any executory contract or			unexpired lease that has not been 			expressly rejected or assumed by the Debtor with this Court's			approval on or 			prior to the date of entry of this Confirmation Order shall be			deemed rejected 			by the Debtor as of the Confirmation Date. This Confirmation Order			shall 			constitute an order of this Court approving the rejection of each			such executory			contract and unexpired lease, pursuant to Sections 365 and			1123(b)(2) of the 			Bankruptcy Code.        19. Any Claim for damages arising by			reason of the rejection of any 			executory contract or unexpired lease must be filed with this Court			on or before			the Bar Date for rejection damage claims in respect of such rejected			executory 			contract or unexpired lease (as such Bar Date has been established			by prior 			order of this Court or, if not so established, within thirty (30)			days from the 			date of this Confirmation Order) and served upon the Debtor or the			Reorganized 			Debtor (as the case may be) or such Claim shall be forever barred			and 			unenforceable against the Debtor and the Reorganized Debtor. Such			Claims, once 			fixed and liquidated by this Court and determined to be Allowed			Claims, shall be			Class 3A Allowed Claims. Any such Claims that become Disputed Claims			shall be 			Disputed Class 3A Claims for purposes of administration of			distributions under 			the Plan to Holders of Class 3A Allowed Claims. The Plan and any			other order of 			this Court providing for the rejection of an executory contract or			unexpired 			lease shall constitute adequate and sufficient notice to Persons or			Entities 			which may assert a Claim for damages from the rejection of an			executory contract			or unexpired lease of the Bar Date for filing a Claim in connection			therewith.        20. All settlements, agreements and			compromises provided for under the 			Plan, and all transactions, documents, instruments, and agreements			referred to 			therein, contemplated thereunder or executed and delivered			therewith, and any 			amendments or modifications thereto in substantial conformity			therewith, are 			hereby approved, and the Debtor and the Reorganized Debtor and the			other parties			thereto are authorized and directed to enter into them and to			perform thereunder			according to their respective terms.        21. Following satisfaction of the DIP			Financing in accordance with 			Section 2.01(C) of the Plan upon the Effective Date, the loan			documents in 			connection with the DIP Financing shall be deemed terminated.        22. Upon entry of this Confirmation			Order, all conditions precedent to 			Confirmation shall be deemed to have been satisfied.        23. Within thirty (30) days of the			entry of this Confirmation Order, the			Debtor shall (i) pay the United States Trustee any outstanding sums			required 			pursuant to 28 U.S.C. Section 1930(a)(6) for the periods prior to			the Effective 			Date and (ii) simultaneously provide to the United States Trustee an			appropriate			affidavit indicating the cash disbursements for the relevant periods			prior to 			the Effective Date. On and after the Effective Date, the Reorganized			Debtor 			shall pay the United States Trustee the appropriate sums required			pursuant to 28			U.S.C. Section 1930(a)(6) for post-Effective Date periods within the			time period			set forth in 28 U.S.C. Section 1930(a)(6), based upon all			post-Effective Date 			disbursements made by the Reorganized Debtor, until the earlier of			the closing 			of this Chapter 11 Case by the issuance of a Final Order by the			Bankruptcy Court			on the Final Decree Date, or upon the entry of an order by the			Bankruptcy Court 			dismissing this Chapter 11 Case or converting the Chapter 11 Case to			another 			chapter under the Bankruptcy Code. The Reorganized Debtor shall			provide to the 			United States Trustee upon the payment of each post-Confirmation			payment an 			appropriate affidavit indicating all the cash disbursements for the			relevant 			period.        24. Notwithstanding the entry of this			Confirmation Order and the 			occurrence of the Effective Date, until this case is closed, this			Court shall 			retain jurisdiction of these cases as permitted under applicable			law, including 			that necessary to ensure that the purposes and intent of the Plan			are carried 			out. Without limiting the generality of the foregoing, after			Confirmation of the			Plan and until this case is closed, this Court shall retain			jurisdiction of this			case for each of the specific purposes set forth in Article X of the			Plan. This 			Court shall also retain exclusive jurisdiction over any claims made			or 			proceedings commenced against any Professionals representing the			Debtor in 			connection with this Chapter 11 case. To the extent that this Court			does not 			have jurisdiction, then the United States District Court for the			Southern 			District of Florida shall have exclusive jurisdiction over any such			claims or 			proceedings.        25. The Reorganized Debtor shall be			responsible for filing the Final 			Report and Motion for Final Decree Closing Case on the			Court-approved Local Form			(the "Final Report") for each of the Debtor's case. The Final Report			for the 			Debtor's case shall be filed with the Court by the deadline			established by 			separate order of this Court.        26. The Court will conduct a			post-confirmation status conference on 			Wednesday May 9, 2007 at 1:30 p.m. at 1515 North Flagler Drive, Room			801,			Courtroom. B, West Palm Beach, Florida, to determine: (i) whether			the 			Reorganized Debtor and ACH have complied with the provisions of this						Confirmation Order and the Plan applicable to them, and (ii) whether			the 			Reorganized Debtor has timely filed the required Final Report for			the Debtor's 			case.        27. A copy of this Confirmation Order			shall be served on all parties set 			forth on the master mailing matrix for this case and the Debtor is			directed to 			post a copy on its website at www.ecomecom.net. Counsel for the			Debtor shall 			thereafter file a certificate of service with this Court regarding			the foregoing			service of this Confirmation Order. No service of this Confirmation			Order shall 			be required upon the shareholders of the Debtor.        28. In the event of any inconsistency			between this Confirmation Order and			the Plan, this Confirmation Order shall control and be binding.			###**SUBMITTED BY:**			Michael D. Seese, Esq.			Fla. Bar No. 997323			Kluger Peretz Kaplan & Berlin, P.L.			201 South Biscayne Boulevard 			Miami, Florida 33131 			Telephone: (305) 379-9000 			Facsimile: (305) 379-3428 			mseese@kpkb.com			Copy to: Michael D. Seese [Attorney Seese is directed to serve a			copy of this 			Order upon all interested parties.]