**IN THE UNITED STATES BANKRUPTCY COURT                                     				SOUTHERN DISTRICT OF FLORIDA                                          				WEST PALM BEACH DIVISION**				In re:                                                                               				**Chapter 11**                                                                                      								eCOM eCOM.COM, INC.                                           				**Case No. 04-35435-BKC-SHF**                 				Debtor. **                                                         				FIRST AMENDED                           				JOINT PLAN OF REORGANIZATION OF DEBTOR                                				AND AMERICAN CAPITAL HOLDINGS, INC.****                                                                                  				KLUGER PERETZ KAPLAN & BERLIN                                                                                  **Michael D. Seese**                                                                                  **201 South Biscayne Boulevard**                                                                                  **1700 Miami Center**                                                                                  **Miami, Florida 33131**                                                                                  **Telephone: (305) 379-9000**                                                                                  **Facsimile: (305) 379-3428**                                                                                  **Counsel for Debtor**                                                                                        **-and-**                                                                                  				SCHIFF HARDIN LLP****                                                                                  **Michael Yetnikoff**                                                                                  **6600 Sears Tower**                                                                                  **Chicago, Illinois 60606**                                                                                  **Telephone: (312) 258-5500**                                                                                  **Facsimile: (312) 258-5600**                                                                                  **Counsel for American Capital Holdings, Inc.				Dated: January 3, 2007				Miami, Florida                             				**            				JOINT PLAN OF REORGANIZATION                             				UNDER CHAPTER 11 OF THE BANKRUPTCY CODE **

**    **eCom eCom.com, Inc. and				American Capital Holdings, Inc. jointly propose the				following 

plan of reorganization under section 1121(a) of the				Bankruptcy Code:                                                           				**ARTICLE I**                                                         				DEFINITIONS        As used in this Plan, the following				terms shall have the respective				meanings set forth 

below, and such meanings shall be equally				applicable to the				singular and plural forms of the 

terms defined unless the				context requires				otherwise.        "**ACH**" shall mean American				Capital Holdings, Inc.        "**Actions**" shall mean all				actions that a trustee or debtor-in-possession is				empowered to 

bring pursuant to the Code, including, without				limitation, any				cause of action, lawsuit, adversary 

proceeding, contested				matter, claim				objection, Avoidance Action, or right of the Debtor or the				

Estate against any				Person.        "**Administrative Claim**" shall				mean a claim for payment of an administrative				expense 

under section 503 of the Code that is entitled to				priority under section				507(a)(1) of the Code and 

any fees or charges assessed against				the Estate				pursuant to 28 U.S.C. section 1930.        "**Administrative Claimant**"				shall mean the holder of an Administrative				Claim.        "**Affiliate**" shall mean with				respect to any Person, any other Persons that				would fall 

within the definition assigned to such term in				section 101(2) of the				Code, if such Person was a 

debtor in a case under the Code.        "**Allowed Amount**" shall mean				with respect to a Claim, (a) the amount of a				Claim that 

was listed in the Debtor's Schedules (as originally				filed in this				Case) as not disputed, contingent 

or unliquidated, if the holder				of such Claim				has not filed a proof of claim with the Court within 

the				applicable period of				limitation fixed by the Court pursuant to Rule 3003(c)(3) of the				Rules, or 

(b)				if a holder of a Claim has filed a proof of claim with the Court				within the				applicable period of 

limitation fixed by the Court pursuant to				3003(c)(3) of the				Rules: (i) the amount stated in such 

proof of claim or in the				Schedules if no				objection to such proof of claim or amount listed in the				

Schedules has been				interposed within the applicable period of limitation fixed by				the Code or 				Rules, or as otherwise fixed by the Court, or (ii) such amount				as shall be fixed				by an order of the 

Court which has become a Final Order, if an				objection has				been interposed within the applicable 

period of limitation fixed				by the Code,				the Rules, or the Court, or (c) with respect to a Fee 

Request,				such amount as				shall be fixed by an order of the Court which has become a Final				Order. 

In no				event shall the Allowed Amount of any Priority Claim or				Unsecured Claim include				interest 

accrued on such Claim after the Filing Date.				       				"**Allowed Claim**" shall mean any Claim which is not a				Disputed Claim for				which an 

Allowed Amount has been finally determined in such				Allowed Amount. 				       				"**Allowed Equity Interest**" shall mean any Equity Interest,				as of the				Distribution Record 

Date, which has not been timely disputed, or				if timely				disputed, which has been allowed by order 

of the Court which has				become a Final				Order.				       				"**Allowed Priority Tax Claim**" shall mean an Allowed Claim				entitled to				priority under 

section 507(a)(8) of the Code.				       				"**Article**" shall mean one of the numbered Articles of the				Plan.				       				"**Assets**" shall mean all of the right, title, and interest				of the Debtor in				and to Property of 

the Estate, whether tangible or intangible.				       				"**Assumed Contract**" shall mean an Executory Contract (as				modified or				amended 

pursuant to the Plan, prior order of the Court, or by				agreement of the				parties) that is assumed by 

the Debtor pursuant to the Plan.				       				"**Assumption List**" shall mean the list of executory				contracts and unexpired				leases to be assumed pursuant to the Plan, if any, which shall				be filed with the				Clerk of the Court no later than ten (10) days prior to the				commencement of the 				Confirmation Hearing. 				       				"**Avoidance Actions**" shall mean the Actions pursuant to				Chapter 5 of the 				Code, including, without limitation, rights to recover property				or money 				pursuant to sections 542-553 of the Code.				       				"**Ballots**" shall mean the ballots upon which holders of				Claims and Equity 				Interests in each Impaired Class of Claims and Equity Interests				(if any) are 				entitled to vote on the Plan shall indicate their acceptance or				rejection of the				Plan and, if applicable, such other elections as may be made				thereon are to be 				indicated, as well as the ballots on which the votes on the Plan				of beneficial 				owners of common stock of eCom are summarized. Ballots shall				include Class 3 				Ballots, Class 4 Ballots and Master Ballots. 				       				"**Ballot Deadline**" shall mean shall mean the last day				established by order 				of the Court for filing a Ballot with the Clerk of the Court.				       				"**Bar Date**" shall mean November 3, 2005, the last date for				creditors and 				holders of Equity Interests to file proofs of Claims or Equity				Interests in this				Case.				       				"**Business Day**" shall mean a day other than a Saturday, a				Sunday, or a day				on which 

commercial banks in Miami, Florida are authorized or				required to close.				       				"**By-Laws**" shall mean the by-laws of the Reorganized				Debtor in accordance				with Section 

7.02 of the Plan. 				       				"**Case**" shall mean this Chapter 11 Case No.				04-35435-BKC-SHF, pending				before the 

United States Bankruptcy Court for the Southern				District of Florida.				       				"**Cash**" shall mean legal tender of the United States of				America. 				       				"**Charter**" shall mean the certificate of incorporation of				the Reorganized				Debtor, in 

accordance with Section 7.02 of the Plan. 				       				"**Claim**" shall mean (a) a right to payment, whether or not				such right is				reduced to 

judgment, liquidated, unliquidated, fixed or				contingent, matured,				unmatured, disputed, 

undisputed, legal, equitable, secured, or				unsecured; (b) a				right to an equitable remedy for breach 

of performance if such				breach gives rise				to a right to payment, whether or not such right to an 

equitable				remedy is				reduced to judgment, fixed, contingent, matured, unmatured,				disputed, 

undisputed, secured, or unsecured; (c) without limiting the				generality of the				foregoing, all 

Administrative Claims, Priority Claims, Secured				Claims, and				Unsecured Claims.				       				"**Class**" shall mean a group of Claims or Equity Interests				classified				together pursuant 

to Article IV of the Plan.				       				"**Class 1**" shall mean the class of Other Priority Claims,				as described,				classified and 

treated in Section 4.01 of this Plan.				       				"**Class 2**" shall mean the class of Secured Claims, as				described, classified				and treated in 

Section 4.02 of this Plan.				       				"**Class 3 Ballot**" shall mean the Ballot for voting on the				Plan by the				holders of Class 3A 

and Class 3B Claims and on which holders of				Class 3A Claims				can make the Class 3A Election.				       				"**Class 3A**" shall mean the class of Allowed Unsecured				Claims, as described,				classified 

and treated in Section 4.03A of this Plan.				       				"**Class 3B**" shall mean the class of Allowed Unsecured				Claims of Insiders,				as described, 

classified and treated in Section 4.03B of this				Plan.				       				"**Class 3A Election**" shall mean the election described in				section 4.03A of				this Plan and 

to be made on the ballot distributed to holders of				Class 3A				Claims, pursuant to which each holder 

of an Allowed Unsecured				Claim shall have				the right to elect to receive a distribution in the form 

of				either New Common				Stock or Cash.				       				"**Class 4**" shall mean the Allowed Equity Interests, as				described,				classified and treated in 

Section 4.04 of this Plan.				       				"**Class 4 Ballot**" shall mean the Ballot for voting on the				Plan by the				holders of Class 4 

Equity Interests.				       				"**Code**" shall mean the Bankruptcy Code, 11 U.S.C. sections				101 et. seq.				       				"**Collateral**" shall mean any property or interest in				Property of the Estate				of the Debtor 

subject to a Lien to secure the payment or				performance of a Claim,				which Lien is not subject to 

avoidance under the Code or				otherwise is invalid				under the Code or applicable state law.				       				"**Confirmation**" shall mean the entry by the Court of the				Confirmation				Order.				       				"**Confirmation Date**" shall mean the date on which the				Clerk of the Court				enters the 

Confirmation Order on the Docket.				       				"**Confirmation Hearing**" shall mean a hearing held by the				Court to consider 

Confirmation of the Plan pursuant to section 1128 of the Code.				       				"**Confirmation Order**" shall mean the order entered by the				Court confirming				the Plan, 

which shall contain such provisions as the Proponents				desire and shall				otherwise be in a form and 

substance satisfactory to the				Proponents.				       				"**Court**" shall mean the United States Bankruptcy Court for				the Southern				District of 

Florida, including any Bankruptcy Judge thereof, and				any court				having competent jurisdiction to 

hear appeals from the				Bankruptcy Judges				thereof.				       				"**Creditor**" shall mean any Person holding a Claim or				Equity Interest,				including 

Administrative Claimants and Claims of the kind				specified in sections				502(b), 502(h), and 502(i) 

of the Code, and such Person's heirs,				successors,				assigns, executors, and personal representatives.				       				"**Debtor or Debtor-in-Possession**" shall mean eComeCom.com,				Inc. Any				reference to 

the "Debtor" shall also include the Debtor in its				capacities as a				debtor-in-possession in this Case, 

and vice-versa.				       				"**DIP Financing**" shall mean the debtor-in-possession				financing extended to				the Debtor 

by ACH in the amount of $100,000.				       				"**DIP Financing Orders**" shall mean the (a) Initial Order				Authorizing Debtor				Obtain 

Post Petition Credit entered by the Court on June 14,				2005, and (b) Final				Order Authorizing 

Debtor to Obtain Post Petition Credit entered				by the Court on				July 25, 2005, pursuant to which 

the Debtor was authorized to				obtain the DIP				Financing. 				       				"**Disbursing Agent**" shall mean Debtor's counsel, who shall				be responsible				for making 

Initial Distributions in accordance with the Plan.				       				"**Disclosure Statement**" shall mean the Disclosure				Statement filed by the				Proponents in 

connection with the Plan and approved by the Court				for submission				to Creditors as the same may 

be amended from time to time.				       				"**Disputed Amount**" shall mean with respect to a particular				Disputed Claim,				that amount 

which is equal to the difference, if any, between				the Face Amount of				such Claim and the amount, 

if any, of such Claim which the party				objecting				thereto concedes.				       				"**Disputed Claim**" shall mean any Claim for which an				Allowed Amount has not				yet been 

determined, and with respect to which an objection has				been interposed				on or prior to the 

Confirmation Date or such other date as may				be fixed by the				Court and which objection has not 

been withdrawn or determined				by a Final Order,				or which is listed on the Schedules as disputed, 

contingent or unliquidated. 				       				"**Disputed Claims Reserve**" shall mean the Cash fund				established by the				Reorganized 

Debtor in accordance with the provisions of this				Plan for the				purposes of reserving Distributions 

to holders of Disputed				Claims pending the				determination and allowance, if applicable, thereof by 

Final				Order of the Court.				       				"**Distribution**" shall mean funds to be paid to holders of				Claims pursuant				to Article IV 

and Article V of the Plan. 				       				"**Distribution Date**" shall mean the dates upon which				Distributions may be				made 

pursuant to Article V of the Plan.				       				"**Distribution Record Date**" shall mean the Ballot				Deadline, as set by an				order of the 

Bankruptcy Court and described in the Disclosure				Statement, on				which the Debtor or 

Reorganized Debtor, as the case may be, will				cease				processing transfers of Claims, and upon 

which Allowed Claims				are determined for				purposes of voting on, or receiving Distributions 

under, the				Plan. 				       				"**Docket**" shall mean the docket maintained in this Case by				the Clerk of the				Court.				       				"**eCom**" shall mean eComeCom.com, Inc., the Debtor in this				Case.				       				"**Effective Date**" shall mean the date upon which the last				of the conditions				precedent to 

the occurrence of the Effective Date set forth in				Section 9.02 of				the Plan occurs.				       				"**Equity Interest**" shall mean any ownership or equity				interest in the				Debtor, including 

without limitation, interests evidenced by				common or preferred				stock, warrants, options, or other 

rights to purchase any				ownership or equity				interest in the Debtor.				       				"**Estate**" shall mean the Estate created in this Case				pursuant to section				541 of the Code.				       				"**Executory Contract**" shall mean a contract or unexpired				lease to which the				Debtor is a 

party and that is executory within the meaning of				section 365 of the				Code.				       				"**Face Amount**" shall mean with respect to a particular				Claim, (a) if the				holder of such 

Claim has not filed a proof of claim with the				Court within the				applicable period of limitations 

fixed by the Court pursuant to				Rule 3003(c)(3)				of the Rules, the amount of such Claim that was 

listed in the				Schedules (as				originally filed in this Case) as not disputed, contingent or				

unliquidated; or				(b) if the holder of such Claim has filed a proof of claim with				the Court within				the applicable period of limitation fixed by the Court pursuant				to Rule				3003(c)(3) of the Rules, 

the amount stated in such proof of				claim, or (c) with				respect to a Fee Request, the net amount to 

which the applicant				would be				entitled if its application were to be granted in full.				       				"**Fee Request**" shall mean an application or request for				payment by the				Estate of fees, 

compensation for services rendered or				reimbursement of expenses,				pursuant to Rule 2016 of the 

Rules or other applicable provision				of the Code or				the Rules.				       				"**Filing Date**" shall mean November 29, 2004, the date on				which an				involuntary petition 

was filed against the Debtor under Chapter				11 of the Code.				       				"**Final Distribution Date**" shall mean the Distribution				Date immediately				following 

which there is no Cash in the Disputed Claims Reserve,				to distribute				to holders of Allowed 

Claims and Allowed Equity Interests. 				       				"**Final Order**" shall mean an order or judgment of the				Court as entered on				the Docket 

that has not been reversed, stayed, modified, or				amended, and				respecting which the time to 

appeal, petition for certiorari or				seek reargument,				review or rehearing has expired, and as to 

which no appeal, reargument, petition				for certiorari, review or rehearing is pending, or as to 

which				any right to				appeal, reargue, petition for certiorari or seek review or				rehearing has been 				waived in writing in a manner satisfactory to the Proponent, or,				if any appeal,				reargument, 

petition for certiorari, review or rehearing thereof				has been				denied, the time to take further appeal 

or to seek certiorari or				further				rehearing, review or reargument has expired. If any provision of				

the Plan				requires the entry of a Final Order as a condition to the				occurrence or				performance of an 

act, the Proponent may waive such requirement				in accordance				with the Plan.				       				"**Impaired**" shall mean an Allowed Claim or Equity Interest				that is Impaired				within the 

meaning of section 1124 of the Code.				       				"**Initial Distribution**" shall mean the Distributions to be				made on the				Effective Date 

pursuant to Article V of the Plan.				       				"**Initial Distribution Date**" shall mean the Effective Date				of the Plan.				       				"**Insider(s)**" shall mean those Persons defined in section				101(31)(B) of the				Code.				       				"**Late Filed Claim**" shall mean a Claim filed after the Bar				Date.				       				"**Lien**" shall mean a charge against or interest in any				item of Property of				the Estate to 

secure payment of a debt or performance of an				obligation.				       				"**Master Ballot**" shall mean the Ballot on which brokers,				bankers, dealers				and other 

agents or nominees can summarize votes on the Plan				cast by beneficial				holders of Equity Interests. 				       				"**Net Proceeds**" shall mean the amount remaining from				recoveries in Actions				less 

attorneys' fees, costs and related expenses. 				       				"**New Common Stock**" shall mean the new common stock of the				Reorganized				Debtor to 

be issued on the Effective Date pursuant to Section				8.03 of this Plan,				and to be distributed as set 

forth in Exhibit A hereto. 				       				"**New Funding**" shall mean the new funding extended by ACH				to the Debtor				under 

Section 8.04 of this Plan.				       				"**Notification Order**" shall mean that 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, entered by				this Court on				August 4, 2005.				       				"**Order for Relief**" shall mean the order for relief				entered by the Court in				this Case on 

May 16, 2005.				       				"**Ordinary Course Administrative Claim**" shall mean an				Administrative Claim				for the 

provisions of goods or services that are incurred by the				Debtor in the				ordinary course of business.				       				"**Other Priority Claims**" shall mean a Claim (other than an				Administrative				Claim or 

Priority Tax Claim) that is entitled to priority under				section 507 of				the Code.				       				"**Person**" shall mean any individual, sole proprietorship,				partnership				(general or limited), 

joint venture, trust, unincorporated				organization,				association, corporation, institution, entity, or 

government				(whether federal,				state, county, city, municipal or otherwise, including, without				

limitation, any				instrumentality, division, agency, body, political subdivision				or department 				thereof).				       				"**Petition Date**" shall mean the Filing Date.				       				"**Plan**" shall mean this Plan of Reorganization in the				present form or as it				may be 

modified, amended, or supplemented from time to time.				       				"**Plan Documents**" shall mean any documents to be filed				prior to the				commencement of 

the Confirmation Hearing in accordance with this				Plan. 				       				"**Plan Proponents**" shall mean ACH and the Debtor.				       				"**Post-Confirmation Administrative Claim**" shall mean a				Claim for services				rendered or 

expenses incurred after the Confirmation Date in				connection with				this Case.				       				"**Post-Petition Interest**" shall mean all interest accrued				but unpaid after				the Petition Date 

on any Allowed Claim, which shall be				calculated based upon the				rate set forth in any contract 

(including any default rate, if				applicable and				authorized under the Code) evidencing the Claim 

and, if no such				rate is set				forth therein, then the legal rate of interest, which for				purposes of this 

Plan				shall mean the federal judgment rate of interest in effect on				the Effective				Date.				       				"**Pre-Petition**" shall mean prior to the Filing Date.				       				"**Priority Claim**" shall mean a Claim (other than an				Administrative Claim)				that is entitled 

to priority under section 507(a) of the Code.				       				"**Pro Rata**" shall mean proportionately, so that the ratio				of the amount of				consideration 

distributed to an account of a particular Allowed				Claim or Equity				Interest to the Allowed 

Amount of such Claim or Equity Interest				is the same as				the ratio of the amount of consideration 

distributed on account				of all Allowed				Claims or Allowed Equity Interests of the Class in which 

the				particular Claim or				Equity Interest is included to the amount of all Allowed Claims				or Equity 				Interests of that Class. Whenever a Disputed Claim or Disputed				Equity Interest				has not been 

finally resolved, an appropriate reserve for				payment of such				Disputed Claim or Disputed Equity 

Interest shall be established				so that there				will be sufficient consideration available to make a Pro 

Rata				distribution to				the holder of such Disputed Claim or Disputed Equity Interest				upon final 				resolution of the dispute.				       				"**Professional**" shall mean any professional employed in				the Case pursuant				to sections 

327, 328 or 1103 of the Code or otherwise pursuant				to an order of				the Court.				       				"**Property of the Estate**" shall mean the property defined				in section 541 of				the Code.				       				"**Proponents**" shall mean the Debtor and ACH.				       				"**Rejected Contract**" shall mean an Executory Contract that				is rejected at				any time 

during the Case or pursuant to Article VI of the Plan.				       				"**Rejection Claim**" shall mean a Claim arising under				section 502(g) of the				Code in its 

Allowed Amount.				       				"**Reorganized Debtor**" shall mean eCom. 				       				"**Restructuring Transactions**" shall have the meaning				ascribed to that term				in Section 

8.11 of this Plan.				       				"**Rules**" shall mean the Federal Rules of Bankruptcy				Procedure.				       				"**Rules of Construction and Interpretation**"				       				The following rules of construction shall be applicable for all				purposes				of the Plan 

unless the context clearly requires otherwise:				       				(a) The terms "include," "including," and similar terms shall be				construed				as if followed 

by the phrase "without being limited to."				       				(b) Words of masculine, feminine, or neutral gender shall mean				and				include the 

correlative words of the other genders, and words				importing the				singular number shall mean and 

include the plural number, and				vice-versa.				       				(c) All article, section, and exhibit or appendix captions are				used for				convenience and 

reference only, and in way define, limit, or				describe the scope				or intent of, or in any way affect, 

any such article, section,				exhibit, or				appendix.				       				"**Schedules**" shall mean the Schedules of assets and				liabilities originally				filed by 

the Debtor with the Court and not as the same may be				amended from time				to time.				       				"**SEC**" shall mean the staff of the United States				Securities and Exchange				Commission.				       				"**Section**" shall mean a numbered subsection of any Article				of the Plan.				       				"**Secured Claim**" shall mean a Claim secured by a lien on				property in which				the Estate 

has an interest or that is subject to set-off under				section 553 of				the Code to the extent of the value 

of the interest attributable				to such Claim				in the Estate's interest in such property or to the extent 

of				the amount subject				to set-off.				       				"**Secured Creditor**" shall mean the holder of a Secured				Claim.				       				"**Secured Tax Claims**" shall mean ad valorem taxes assessed				against the real				property 

owned by the Debtors in the ordinary course of its				business.				       				"**Shareholder Record Date**" shall mean the date approved by				the Court on				which the 

registered and beneficial owners of common stock of eCom shall be				identified for purposes of 

voting on the Plan.				       				"**Spin-Off**" shall mean the transactions under which shares				of stock owned				by eCom in 

the Subsidiaries were distributed prior to the filing				of the Plan. 				       				"**Subsequent Distribution Date**" shall mean the date on				which Distributions				are made in 

accordance with Article V of the Plan on account of				a Disputed Claim				or Disputed Equity 

Interest that becomes and Allowed Claim or				Allowed Equity				Interest by Final Order of the Court. 				       				"**Subsidiaries**" shall mean (i) USA Performance Products,				Inc., (ii)				eSecureSoft 

Company, (iii) USAS Digital, Inc., (iv) Pro Card				Corporation, (v)				AAB National Company, (vi) 

A Classified Ad, Inc., (vii) Swap and Shop.net Corp.,				(viii) A Super Deal.com, Inc., and 

(ix) My ZipSoft, Inc., unless				otherwise				referred to individually in the Plan.				       				"**Substantial Consummation**" shall mean that the Plan shall				be deemed to be 

substantially consummated in accordance with sections 1101 of				the Code.				       				"**Unimpaired**" shall mean an Allowed Claim or Allowed				Equity Interest that				is not 

Impaired within the meaning of section 1124 of the Code.				       				"**Unsecured Claim**" shall mean a Claim other than a Secured				Claim, a				Priority Claim, a 

Priority Tax Claim, or an Administrative				Claim.				       				"**Unsecured Creditor**" shall mean the holder of an				Unsecured Claim.                                                          				**ARTICLE II**                                 				**TREATMENT OF UNCLASSIFIED CLAIMS:**                      				**ADMINISTRATIVE CLAIMS, PRIORITY TAX CLAIMS**                                  				**AND UNITED STATES TRUSTEE'S FEES**				       				The following Administrative Claims, DIP Financing Claims, and				United 				States Trustee's Fees are not Impaired under the Plan, and will				be treated as 				follows:**2.01 Allowed Administrative Claims.**        Administrative Claims are Claims				constituting a cost or expense of the 				administration of the Case allowed under sections 503(b) and				507(a)(1) of the 				Code. Such Claims include any actual and necessary costs and				expenses of 				preserving the Estate of the Debtor, any actual and necessary				costs and expenses				of operating the business of the Debtor in Possession, any				indebtedness or 				obligations incurred or assumed by the Debtor in Possession in				connection with 				the conduct of its business, including, without limitation, for				the acquisition 				or lease of property or an interest in property or the rendition				of services, 				all compensation and reimbursement of expenses to the extent				Allowed by the 				Court under section 330, 331 or 503 of the Code, all costs				associated with the 				cure of any executory contracts and unexpired leases between the				Debtor and any 				Person, and any fees or charges assessed against the Estate of				the Debtor under 				section 1930 of title 28 of the United States Code.

        Except as follows or as otherwise				provided herein, and except to the 				extent that any entity entitled to payment of any Allowed				Administrative Claim 				agrees to a different treatment, each holder of an Allowed				Administrative Claim 				shall receive Cash in an amount equal to such Allowed				Administrative Claim on 				the later of the Effective Date and the date such Administrative				Claim becomes 				an Allowed Administrative Claim by Final Order, or as soon				thereafter as is 				practicable:

**A. Ordinary Course Claims				       **Allowed				Administrative Claims representing liabilities incurred in the								ordinary course of business by the Debtor in Possession shall be				paid in full 				and performed by the Reorganized Debtor in the ordinary course				of business 				consistent with past practices and in accordance with the terms				and subject to 				the conditions of any agreements governing, instruments				evidencing, or other 				documents relating to such transactions.**B. Professional Fees and Expense Claims**        Compensation of professionals and				reimbursement of expense incurred by 				professionals are Administrative Claims pursuant to sections				503(b)(2), 				503(b)(3), 503(b)(4) and 503(b)(5) of the Code (the Professional				Fees and 				Expense Claims"). All payments to Professionals for Professional				Fees and 				Expense Claims will be made in accordance with the procedures				established by the				Code, the Rules and the Court relating to the payment of interim				and final 				compensation for services rendered and reimbursement of				expenses. The Court 				will review and determine all applications for compensation for				services 				rendered and reimbursement of expenses.        All entities seeking an award by the				Court of Professional Fees and 				Expense Claims shall file their respective final applications				for allowance of 				compensation for services rendered and reimbursement of expenses				incurred 				through the Effective Date pursuant to section 330 of the Code				and Rule 2016 by 				the date that is ten (10) days after the Effective Date or such				other date as 				may be fixed by the Court.        The time for filing objections to				applications for allowance and payment 				of Professional Fees and Expense Claims, and the date and time				for a hearing in 				respect of such applications and the related objections, if any,				shall be set 				forth in the Confirmation Order or other order of the Court.        Notwithstanding anything herein to				the contrary, all Professional Fees and				Expense Claims that are awarded by the Court shall become				Allowed Administrative				Claims and shall be paid in full in Cash on the later of the				Effective Date of 				the Plan or the date on which such Professional Fees and Expense				Claim becomes 				an Allowed Administrative Claim by Final Order of the Court, or				as soon 				thereafter as is reasonably practicable. 

**C. DIP Financing Claim of ACH**        The				Administrative Claim of ACH arising from the DIP Financing				provided by				ACH to the Debtor, 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, issued pursuant to Section 8.04 of the Plan,				as set forth on 				Exhibit A hereto.**2.02 Priority Tax Claims**        Except to the extent that a holder of				an Allowed Priority Tax Claim under 				section 507(a)(8) of the Code has been paid by the Debtor prior				to the Effective				Date or agrees to a different treatment, each holder of an				Allowed Priority Tax 				Claim shall receive, at the sole option of the Debtor, (i) Cash				on the Effective				Date equal to the Allowed Amount of the Allowed Priority Tax				Claim, or (ii) 				deferred Cash payments in accordance with section 1129(a)(9)(C)				of the Code.**2.03 United States Trustee's Fees.**        The Reorganized Debtor shall pay the				United States Trustee the appropriate				sum required pursuant to 28 U.S.C. section 1930(a)(6) on the				Effective Date, and				simultaneously provide to the United States Trustee an				appropriate affidavit 				indicating Cash Disbursements for all relevant periods;				notwithstanding anything				contained in the Plan to the contrary, the Reorganized Debtor				shall further pay 				the United States Trustee the appropriate sum required pursuant				to 28 U.S.C. 				section 1930(a)(6) for post confirmation periods within the time				periods set 				forth in 28 U.S.C. section 1930(a)(6), until the earlier of the				closing of this 				Case by the issuance of a Final Decree by the Court, or upon				entry of an order 				of this Court dismissing this Case, or converting this Case to				another chapter 				under the Code, and the Disbursing Agent shall provide to the				United States 				Trustee upon the payment of each post confirmation payment an				appropriate 				affidavit indicating disbursement for the relevant periods.                                                     				**ARTICLE III**               				**CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS**        For purposes of this Plan, the				Classes of Claims and Equity Interests 				against or in the Debtors shall be as follows:        (a) Class 1: Allowed Other Priority				Claims        (b) Class 2: Allowed Secured Claims        (c) Class 3A: Allowed Unsecured				Claims        (d) Class 3B: Allowed Insider				Unsecured Claims        (e) Class 4: Allowed Equity Interests        Classes 1 and 2 are not Impaired				under the Plan. Classes 3A, 3B and 4 are				Impaired under the Plan. No other classes of claims or equity				interests are 				Impaired under the Plan.                                                    				**ARTICLE IV**         **TREATMENT OF CLASSIFIED				CLAIMS AND EQUITY INTERESTS**        **4.01 Class 1.Allowed				Other Priority Claims**        (a) Description. Class 1 consists of				the Allowed Claims which are 				entitled to priority in accordance with section 507(a) of the				Code (other than 				Administrative Claims and Priority Tax Claims).         (b) Treatment. Each holder of an				Allowed Other Priority Claim shall 				receive, in full satisfaction, release and exchange for such				Claim, Cash in an 				amount equal to the amount of such Allowed Other Priority Claim				in accordance 				with section 1129(a)(9) of the Code commencing on the later of				the Effective 				Date and the date such Claim becomes an Allowed Claim, or as				soon thereafter as 				is practicable.        (c) Impairment. The Class 1 Claims				are not Impaired.        **4.02 Class 2.Allowed				Secured Claims.**        (a) Description. Class 2 consists of				the Allowed Secured Claims. The				Secured Claims are any Claims which are secured by a Lien				against Collateral.         (b) Treatment. On the later of the				Effective Date of the Plan, or 				the date on which such Disputed Secured Claim becomes an Allowed				Secured Claim 				by Final Order of the Court, and in the Debtor's sole				discretion, the Debtor 				shall either (i) pay the holder of any Secured Claim in full in				Cash, or (ii) 				the Debtor shall abandon the Collateral securing such Allowed				Secured Claim, in 				full and complete release, exchange and satisfaction of such				Allowed Secured 				Claim. To the extent that any holder of such Secured Claim				believes it 				possesses an unsecured deficiency claim within the meaning of				section 506 of the				Code, such holder must request a determination as to the amount				of such 				deficiency claim prior to the commencement of the first				scheduled Confirmation 				Hearing, or such claim will be extinguished and forever barred.				The Debtor 				shall, as a part of the Plan Supplement, advise as to whether it				elects (i) or 				(ii) above with respect to any Claim listed in the Debtor's				Schedules as a 				Secured Claim or for which a proof of claim was filed denoting				the Claim as a 				Secured Claim. Nothing herein is intended to prejudice the				rights of the Debtor				to object to any such Claim or to obtain a determination as to				secured status 				under section 506 of the Code and all such rights are preserved.				The Debtor is 				unaware of any Secured Claims.        (c) Impairment. The Class 2 Claims				are not Impaired.**4.03A Class 3A.Allowed Unsecured Claims.**        (a) Description. Class 3 consists of				the Allowed Unsecured Claims. 				The Unsecured Claims are any Claims, including, without				limitation, Claims 				arising from the rejection of executory contracts and unexpired				leases that are 				not an Administrative Claim, a Priority Tax Claim, an Other				Priority Claim, a 				Secured Claim, or an Equity Interest.         (b) Treatment. Pursuant to the Class				3 Election, each holder of an 				Allowed Unsecured Claim shall receive, at the holder's election				(to be made on 				the Class 3 Ballot), in full satisfaction, release and exchange				for such Claim, 				either (i) Cash in an amount equal to the amount of such Allowed				Unsecured Claim				or (ii) 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 Claim becomes an Allowed Unsecured Claim by				Final Order of 				the Court. A summary of the projected elections of each holder				of an Allowed 				Unsecured Claim indicating Cash and New Common Stock to be				distributed to each 				such holder is annexed hereto as Plan Exhibit A. If the holder				of an Allowed 				Class 3A Claim fails to make the Class 3A Election on the				Ballot, then such 				holder shall receive 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 Claim becomes an Allowed				Unsecured Claim by 				Final Order of the Court.         (c) Impairment. The Class 3A Claims				are Impaired.**4.03B Class 3B.Allowed Insider Unsecured Claims.**        (a) Description. Class 3B consists of				Allowed Unsecured Claims of 				Insiders, which are subordinated to Class 3A Allowed Unsecured				Claims.        (b) Treatment. After payment in full				to holders of Class 3A Claims 				(either in cash or stock, pursuant to the Class 3A Election),				holders of Allowed				Insider Unsecured Claims shall receive, in full satisfaction,				release and 				exchange for that claim, shares of New Common Stock of the				Reorganized Debtor, 				valued at $0.026 per share, issued pursuant to Section 8.03 of				the Plan, as set 				forth in Plan Exhibit A hereto.        (c) Impairment. The Class 3B Claims				are Impaired.**4.04 Class 4.Allowed Equity Interests.**        (a) Description. Class 4 consists of				the holders of Allowed Equity 				Interests. Equity Interests consist of any share of preferred				stock, common 				stock or other instrument evidencing an ownership interest in				the Debtor, 				whether or not transferable, and any option, warrant or right,				contractual or 				otherwise, to acquire any such interest.         (b) Treatment. The holders of Allowed				Equity Interests shall be 				entitled to retain their Equity Interests in the Reorganized				Debtors, subject, 				however, to dilution as a result of the New Common Stock of the				Debtor valued at				$0.026 per share to be issued (i) pursuant to the Class 3				Election, (ii) to 				Insiders who are holders of Allowed Unsecured Claims, and/or				(iii) ACH in 				repayment of the DIP Financing. See Plan Exhibit A hereto. Other				than 				retaining their Equity Interests in the Debtor, the holders of				Allowed Class 4 				Claims shall not be entitled to receive any Distribution under				the Plan on 				account of such Equity Interests.        (c) Impairment. Class 4 Interests are				Impaired.                                                      				**ARTICLE V**                				**PROVISIONS REGARDING VOTING AND DISTRIBUTIONS              UNDER				THE PLAN, ALLOWANCE OF CERTAIN CLAIMS, AND         TREATMENT OF DISPUTED, CONTINGENT AND				UNLIQUIDATED    ADMINISTRATIVE EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS**        **5.01 Voting of Claims and				Equity Interests**        Each holder of an Allowed Claim or				Equity Interest in an Impaired Class of				Claims or Equity Interests that is entitled to vote on the Plan				pursuant to the 				Code shall be entitled to vote separately to accept or reject				the Plan as 				provided in such order as may be entered by the Court				establishing certain 				procedures with respect to the solicitation and tabulation of				votes to accept or				reject the Plan, or any other order or orders of the Court.         **5.02 Nonconsensual Confirmation				("Cram down")**        To the extent any				Impaired Class of Claims or Equity Interests entitled to				vote does not accept the Plan by the statutory majorities				required by section 				1126(c) of the Code, the Debtor is requesting confirmation of				the Plan under the				cram down provisions of section 1129(b) of the Code.        **5.03 Method of Distribution				Under the Plan**        (a) Subject to Rule 9010, and except				as otherwise provided in Section 				5.03 of the Plan, all distributions under the Plan shall be made				by the 				Reorganized Debtor to the holder of each Allowed Claim at the				address of such 				holder as listed on the Schedules as of the Distribution Record				Date unless the 				Debtor or Reorganized Debtor has been notified in writing of a				change of 				address, including by the filing of a proof of Claim by such				holder that 				provides an address different from the address reflected on the				Schedules.         (b) Any payment of Cash made by the				Reorganized Debtor pursuant to the				Plan shall be made by check drawn on a domestic bank or by wire				transfer.         (c) Any payment or distribution				required to be made under the Plan on 				a day other than a Business Day shall be made on the next				succeeding Business 				Day.        (d) No payment of Cash less than one				hundred dollars ($100.00) shall 				be made by the Reorganized Debtor to any holder of a Claim				unless a request 				therefor is made in writing to the Reorganized Debtor, or unless				the 				Distribution is a final Distribution.        (f) No fractional amounts of Cash				shall be distributed pursuant to the				Plan. When any distribution on account of an Allowed Claim				pursuant to the Plan				would otherwise result in the Distribution of Cash that is not a				whole number, 				the actual Distribution shall be rounded as follows: fractions				of 1/2 or 				greater shall be rounded to the next higher whole number and				fractions of less 				than 1/2 shall be rounded to the next lower whole number.         (g) Any distributions of Cash or				other property under the Plan that 				are unclaimed for a period of six (6) months after the				Distribution Date shall 				be vested in Reorganized Debtor and any entitlement of any				holder of any Claim 				to such distributions shall be extinguished and forever barred.        (h) [intentionally omitted]        (i) At the close of business on the				Distribution Record Date, the 				claims register shall be closed, and there shall be no further				changes in the 				record holders of any Claims. The Debtor, the Reorganized Debtor				and any 				Disbursing Agent shall have no obligation to recognize any				transfer of any 				Claims occurring after the Distribution Record Date, *provided*				that the foregoing				will not be deemed to prohibit the sale or transfer of any Claim				subsequent to 				the Distribution Record Date and prior to the Effective Date.				The Debtor, the 				Reorganized Debtor and any Disbursing Agent shall instead be				entitled to 				recognize and deal for all purposes under the Plan with only				those record 				holders as of the close of business on the Distribution Record				Date.        **5.04 Distributions Withheld for				Disputed General Unsecured Claims**        (a) Establishment and Maintenance of				Reserve				On the Effective Date and each Subsequent Distribution Date, to				the extent				necessary, the Reorganized Debtor shall reserve from the				Distributions to be 				made on such dates to the holders of Allowed Claims, an amount				in Cash or New 				Common Stock equal to one-hundred percent (100%) of the				Distributions to which 				holders of Disputed Claims would be entitled under the Plan as				of such dates if 				such Disputed Claims were Allowed Claims in their Disputed Claim				Amounts or as 				estimated by the Debtor or the Court in accordance with Section				5.09 of the Plan				(the "Disputed Claims Reserve"). The Debtor is not aware				of any Disputed 				General Unsecured Claims.        (b) Property Held in Disputed Claims				Reserve				Cash or New Common Stock in the Disputed Claims Reserve shall				(together 				with all distributions thereon) be held in trust by the				Reorganized Debtor for 				the benefit of the potential recipients of such Cash and shall				not constitute 				property of the Reorganized Debtor.        (c) Distributions Upon Allowance of				Disputed General Unsecured Claims				The holder of a Disputed Claim that becomes an Allowed Claim				subsequent to				the Effective Date shall receive distributions of Cash and any				other 				consideration from the Disputed Claims Reserve from the				Reorganized Debtor 				within ten (10) days following the date on which such Disputed				becomes an 				Allowed Claim pursuant to a Final Order. Such distributions				shall be made in 				accordance with the Plan.        (d) No Surplus Distributions to				Holders of Allowed General Unsecured 				Claims or Allowed Equity Interests        To the extent that a Disputed Claim				is not Allowed or becomes an Allowed 				Claim in an amount less than the Disputed Claim Amount, the				excess of Cash and 				any other consideration in the Disputed Claims Reserve over the				amount of Cash 				and any other consideration actually distributed on account of				such Disputed 				shall revest in the Reorganized Debtor.				(e) Expenses of Disputed Claims Reserve				Except as otherwise ordered by the Court, the amount of any				reasonable 				expenses incurred by the Reorganized Debtor or the Disbursing				Agent on or after 				the Effective Date with respect to the Disputed Claims Reserve				shall be paid by 				the Reorganized Debtor.**        5.05 Procedures				for Allowance or Disallowance of Disputed Claims**        (a)				Objections to and Resolution of Administrative Claims, Claims				and 				Equity Interests        Except as to applications for				allowance of compensation and reimbursement 				of expenses under sections 330 and 503 of the Code, the Debtor				or the 				Reorganized Debtor shall have the exclusive right to make and				file objections to				Administrative Claims, Claims and Equity Interests subsequent to				the Effective 				Date. All objections shall be litigated to Final Order;				provided, however, that				following the Effective Date, the Reorganized Debtor shall have				the authority to				compromise, settle, otherwise resolve or withdraw any of their				objections 				without approval of the Court. Unless otherwise ordered by the				Court, the 				Debtor or the Reorganized Debtor shall file all objections to				Claims and Equity 				Interests and serve such objections upon the holder of the Claim				or Equity 				Interest as to which the objection is made as soon as is				practicable, but in no 				event later than one hundred twenty (120) days after the				Effective Date or such 				later date as may be approved by the Court. The Debtor or the				Reorganized 				Debtor reserve the right to object to Administrative Claims as				such claims arise				in the ordinary course of business. The Reorganized Debtor shall				bear all costs				and expenses relating to the investigation and prosecution of				Disputed Claims 				and Disputed Equity Interests from and after the Effective Date.        (b) No Distribution Pending Allowance        Notwithstanding any other provision				of the Plan, if any portion of a Claim				or Equity Interest is disputed, the full amount of such Claim or				Equity Interest				shall be treated as a Disputed Claim or Disputed Equity Interest				for purposes of				this Plan, and no payment or distribution provided under the				Plan shall be made 				on account of such Claim or Equity Interest unless and until				such Disputed Claim				or Disputed Equity Interest becomes an Allowed Claim or Allowed				Equity Interest 				(in whole or in part).        (c) Disallowed Claims        All Claims or Equity Interests held				by Persons against whom the Debtor or 				Reorganized Debtor has commenced a proceeding asserting an				Action under sections				542, 543, 544, 545, 547, 548, 549, and/or 550 of the Code, shall				be deemed 				"disallowed" Claims or Equity Interests pursuant to section				502(d) of the Code 				and holders of such Claims or Equity Interests shall not be				entitled to vote to 				accept or reject the Plan, unless a motion under Bankruptcy Rule				3018 is filed 				and granted before the Ballot Deadline. Claims or Equity				Interests that are 				deemed disallowed pursuant Section 5.06(c) of the Plan shall				continue to be 				disallowed for all purposes until the avoidance action against				such party has 				been settled or resolved by Final Order and any sums due to the				Debtor or the 				Reorganized Debtor from such party have been paid.**        5.06 Disbursing				Agent**        Counsel for the				Debtor shall act as the initial Disbursing Agent under the 				Plan with respect to all distributions to holders of Claims and				Equity 				Interests, and will make all distributions required to be				distributed under the 				applicable provisions of the Plan; provided, however, that New				Common Stock 				shall be issued in a manner consistent with the exemptions under				section 1145 of				the Code. Any Disbursing Agent may employ or contract with other				entities to 				assist in or make the distributions required by the Plan. Each				Disbursing Agent				will serve without bond, and each Disbursing Agent, other than				the Reorganized 				Debtor, will receive, without further Bankruptcy Court approval,				reasonable 				compensation for distribution services rendered pursuant to the				Plan and 				reimbursement of reasonable out-of-pocket expenses incurred in				connection with 				such services from the Reorganized Debtor on terms acceptable to				the Reorganized				Debtor. The Reorganized Debtor shall hold all reserves and				accounts pursuant to				the Plan and the Disputed Claims Reserve. **        5.07 Setoffs				and Recoupment**        The Debtor may,				but shall not be required to, set off (pursuant to the 				provisions of sections 553 and 362 of the Code or other				applicable law) against 				or recoup from any Claim and the payments to be made pursuant to				the Plan in 				respect of such Claim of any nature whatsoever that the Debtor				may have against 				the claimant, but neither the failure to do so nor the allowance				of any Claim 				hereunder shall constitute a waiver or release by the Debtor of				any setoff or 				recoupment right it may have against the holder of such Claim.**        5.08 Allocation				of Plan Distributions Between Principal and Interest**        To the extent				that any Allowed Claim entitled to a distribution under the 				Plan is comprised of indebtedness and accrued but unpaid				interest thereon, such 				distribution shall be allocated to the principal amount (as				determined for 				federal income tax purposes) of the Claim first, and then to				accrued but unpaid 				interest.**        5.09 				Estimations of Claims**        For purposes of				calculating and making distributions under the Plan, the 				Debtor or Reorganized Debtor, as applicable, shall be entitled				to estimate, in 				good faith and with due regard to litigation risks associated				with Disputed 				Claims, the maximum dollar amount of Allowed and Disputed				Claims, inclusive of 				contingent and/or unliquidated Claims in a particular Class. The				Debtor and the				Reorganized Debtor may at any time request that the Court				estimate any 				contingent or unliquidated Claim pursuant to section 502(c) of				the Code or 				otherwise regardless of whether the Debtor or Reorganized Debtor				previously 				objected to such Claim or whether the Court has ruled on any				such objection, and				the Court will retain jurisdiction to estimate any Claim at any				time during 				litigation concerning such objection to any claim, including				without limitation,				during the pendency of any appeal relating to any such				objection. In the event 				that the Court estimates any contingent or unliquidated claim,				the amount so 				estimated shall constitute either the Allowed amount of such				Claim or a maximum 				limitation on the amount of such Claim, as determined by the				Court. If the 				estimated amount constitutes a maximum limitation on the amount				of such Claim, 				the Debtor or the Reorganized Debtor may pursue supplementary				proceedings to 				object to the allowance of such Claim. All of the aforementioned				objection, 				estimation, and resolution procedures are intended to be				cumulative and not 				exclusive of one another. Claims may be estimated and				subsequently compromised,				settled, withdrawn, or resolved by any mechanism approved by the				Court.        **5.10 No Recourse**        Notwithstanding that the Allowed				amount of any particular Disputed Claim 				is reconsidered under the applicable provisions of the Code and				Rules or is 				Allowed in an amount for which after application of the payment				priorities 				established by the Plan there is insufficient value to provide a				recovery equal 				to that received by other holders of Allowed Claims in the				respective Class, no 				Claim holder shall have recourse against the Disbursing Agent,				the Debtor, the 				Reorganized Debtor, or any of their respective professionals,				consultants, 				officers, directors or Affiliates or their respective successors				or assigns, or 				any of their respective property. However, nothing in the Plan				shall modify any				right of a holder of a Claim under section 502(j) of the Code.				THE ESTIMATION 				OF CLAIMS AND ESTABLISHMENT OF RESERVES UNDER THE PLAN MAY LIMIT				THE 				DISTRIBUTION TO BE MADE ON INDIVIDUAL DISPUTED CLAIMS,				REGARDLESS OF THE AMOUNT 				FINALLY ALLOWED ON ACCOUNT OF SUCH DISPUTED CLAIMS.        **5.11 Amendments to Claims**        A Claim may be amended prior to the				Confirmation Date only as agreed upon 				by the Debtor and the holder of such Claim, or as otherwise				permitted by the 				Court, the Rules or applicable law. After the Confirmation Date,				a Claim may 				not be amended without the authorization of the Court. Any				amendment to a Claim				filed after the Confirmation Date shall be deemed disallowed in				full and 				expunged without any action by the Debtor, the Reorganized				Debtor or the Estate,				unless the Claim holder has obtained prior Court authorization				for the filing of				such amendment.        **5.12 Postpetition Interest on				Claims**        Unless expressly provided in the				Plan, the Confirmation Order, or any 				contract, instrument, release, settlement, or other agreement				entered into in 				connection with the Plan or required by applicable law,				postpetition interest 				shall not accrue on or after the Petition Date on account of any				Claim.        **5.13 Panaia Claim**				On or about October 23, 2006, David Panaia's surviving spouse,				Barbara 				Panaia, filed a Motion for Leave to Allow a Late Filed Claim,				Enlargement of 				Time to Object to Plan and/or File Ballot and Objection to				Confirmation (the 				"Motion"). The Motion was filed primarily to allow a late-filed				claim in the 				amount of $395,640.00 (the "Panaia Claim"). The Plan Proponents				objected to the				Motion. If allowed, the Reorganized Debtor would be obligated to				issue 				approximately 15.2 Million shares of New Common Stock on account				of the Panaia 				Claim. However, the Plan Proponents and Barbara Panaia have				negotiated an 				agreement pursuant to which 7.5 Million shares of New Common				Stock (a conversion				based on 50% of the claim) shall be distributed to the holder of				the Panaia 				Claim and the remaining portion of the Panaia Claim shall be				subordinated to 				Allowed Class 3 and Class 4 Claims and no further distributions				shall be made on				account of the Panaia Claim under the Plan. The Debtor shall				file a motion to 				approve the compromise pursuant to Rule 9019 of the Bankruptcy				Rules.                                                     				**ARTICLE VI**                     				**EXECUTORY CONTRACTS AND UNEXPIRED LEASES**        **6.01 Assumption or Rejection of				Executory Contracts and Unexpired Leases**        (a) Executory				Contracts and Unexpired Leases        The Code grants the Debtor the power,				subject to the approval of the 				Court, to assume or reject executory contracts and unexpired				leases. If an 				executory contract or unexpired lease is rejected, the other				party to the 				agreement may file a claim for damages incurred by reason of the				rejection. In 				the case of rejection of leases of real property, such damage				claims are subject				to certain limitations imposed by the Code.        Pursuant to sections 365(a) and				1123(b)(2) of the Code, all executory 				contracts and unexpired leases between the Debtor and any Person				shall be deemed				rejected by the Reorganized Debtor as of the Effective Date,				except for any 				executory contract or unexpired lease (i) which previously has				been assumed or 				rejected pursuant to an order of the Court entered prior to the				Effective Date, 				(ii) as to which a motion for approval of the assumption or				rejection of such 				executory contract or unexpired lease has been filed and served				prior to the 				Effective Date or (iii) which is listed on the Assumption List				which shall be 				filed with the Court and served on the affected parties by no				later than ten 				(10) days prior to the commencement of the Confirmation Hearing;				provided, 				however, that the Debtor or Reorganized Debtor shall have the				right, on or prior				to the Confirmation Date, to amend the Assumption List to delete				any executory 				contract or unexpired lease therefrom or add any executory				contract or unexpired				lease thereto, in which event such executory contract(s) or				unexpired lease(s) 				shall be deemed, respectively, assumed or rejected. The Debtor				or Reorganized 				Debtor shall provide notice of any amendments to the Assumption				List to the non-				debtor parties to the executory contracts and unexpired leases				affected thereby.				The listing of a document on the Assumption List shall not				constitute an 				admission by the Debtor or Reorganized Debtor that such document				is an executory				contract or an unexpired lease or that the Debtor or Reorganized				Debtor have any				liability thereunder.        (b) Schedules of Rejected Executory				Contracts and Unexpired Leases; Inclusiveness        Each executory contract and unexpired				lease listed or to be listed on the 				Assumption List that relates to the use or occupancy of real				property shall be 				deemed to include (i) all modifications, amendments,				supplements, restatements, 				or other agreements made directly or indirectly by any				agreement, instrument, or				other document that in any manner affects such executory				contract or unexpired 				lease, without regard to whether such agreement, instrument or				other document is				listed on the Assumption List and (ii) all executory contracts				or unexpired 				leases appurtenant to the premises listed on the Assumption				List, including, 				without limitation, all easements, licenses, permits, rights,				privileges, 				immunities, options, rights of first refusal, powers, uses,				usufructs, 				reciprocal easement agreements, vault, tunnel or bridge				agreements or 				franchises, and any other interests in real estate or rights in				rem relating to 				such premises, unless any of the foregoing agreements previously				have been 				assumed.        (c) Insurance Policies        Each of the Debtor's insurance				policies and any agreements, documents or 				instruments relating thereto, including without limitation, any				retrospective 				premium rating plans relating to such policies, shall be treated				as executory 				contracts under the Plan. Notwithstanding the foregoing,				distributions under 				the Plan to any holder of a Claim covered by any insurance				policies and related 				agreements, documents or instruments that are assumed hereunder,				shall comply 				with the treatment provided under the Plan. Nothing contained in				the Plan shall				constitute or be deemed a waiver or release of any Cause of				Action that the 				Debtor may hold against any entity, including, without				limitation, the insurers 				under any of the Debtor's policies of insurance.  

        (d) Approval of				Assumption or Rejection of Executory Contracts and Unexpired 				Leases        Subject to the occurrence of the				Effective Date, entry of the Confirmation				Order shall constitute (i) the approval, pursuant to sections				365(a) and 				1123(b)(2) of the Code, of the assumption of the executory				contracts and 				unexpired leases assumed pursuant to Article VI of the Plan and				(ii) the 				approval, pursuant to sections 365(a) and 1123(b)(2) of the				Code, of the 				rejection of the executory contracts and unexpired leases				rejected pursuant to 				the Plan.        **6.02 Cure of Defaults**        To the extent that cure payments are				due with respect to an executory 				contract or unexpired lease to be assumed pursuant to the Plan,				the amount of 				such cure payment shall be listed in the Assumption List. To the				extent that 				the non-debtor party to any executory contract or unexpired				lease disagrees with				the cure amount listed in the Assumption List, such party must				file a notice of 				dispute with the Court and serve such notice on the Debtors by				no later than 				five (5) days prior to the Confirmation Hearing. Except as may				otherwise be 				agreed to by the parties, within sixty (60) days after the				Effective Date, the 				Reorganized Debtor shall cure any and all undisputed defaults				under any 				executory contract or unexpired lease assumed pursuant to the				Plan in accordance				with section 365(b)(1) of the Code. All disputed defaults that				are required to 				be cured shall be cured either within thirty (30) days of the				entry of a Final 				Order determining the amount, if any, of the Debtor's or				Reorganized Debtor's 				liability with respect thereto, or as may otherwise be agreed to				by the parties.				If there are any objections filed, the Court shall hold a				hearing. In the event				the Court determines that the cure amount is greater than the				cure amount listed				by the Debtor, the Reorganized Debtor may elect to reject the				contract or 				unexpired lease and not pay such greater cure amount.         **6.03 Bar Date for Filing Proofs of				Claim Relating to Executory**        Contracts and				Unexpired Leases Rejected Pursuant to the Plan				Claims arising out of the rejection of an executory contract or				unexpired 				lease pursuant to the Plan must be filed with the Court and/or				served upon the 				Debtor or Reorganized Debtor or as otherwise may be provided in				the Confirmation				Order, by no later than thirty (30) days after the later of (i)				notice of entry 				of an order approving the rejection of such executory contract				or unexpired 				lease, (ii) notice of entry of the Confirmation Order and (iii)				notice of an 				amendment to the Assumption List. Any Claim not filed within				such time will be 				forever barred from assertion against the Debtor, its Estate,				the Reorganized 				Debtor and its property. Unless otherwise ordered by the Court,				all Claims 				arising from the rejection of executory contracts and unexpired				leases shall be 				treated as Unsecured Claims under the Plan. The Debtor is not				aware of any 				claims arising out of the rejection of an executory contract or				unexpired lease.                                                  				**ARTICLE VII**               				**PROVISIONS REGARDING CORPORATE GOVERNANCE**        On the Effective Date, the				management, control and operation of the 				Reorganized Debtor shall become the general responsibility of				the board of 				directors of the Reorganized Debtor, which shall, thereafter,				have the 				responsibility for the management, control and operation of the				Reorganized 				Debtor.        **7.01 Meetings of Stockholders**        In accordance with the Reorganized				Debtor's Certificate of Incorporation 				and the Reorganized Debtor's Bylaws, as the same may be amended				from time to 				time, the first annual meeting of the stockholders of				Reorganized Debtor shall 				be held on a date selected by its board of directors.        **7.02 Bylaws and Certificates of				Incorporation**        On the Effective Date, the adoption				of the Reorganized Debtor's 				Certificate of Incorporation and the Reorganized Debtor's Bylaws				shall be 				authorized and approved in all respects to be effective as of				the Effective 				Date, in each case without further action under applicable law,				regulation, 				order, or rule, and including without any further action by the				stockholders or 				directors of the Debtor, the Debtor in Possession or the				Reorganized Debtor. 				The Reorganized Debtor's Certificate of Incorporation shall (i)				prohibit the 				issuance of nonvoting equity securities as required by section				1123(a)(6) of the				Code, (ii) authorize the reincorporation under the laws of the				State of Florida,				and (iii) authorize any other actions necessary to implementing				the Plan, 				subject to further amendment of such certificates of				incorporation as permitted 				by applicable law and the applicable organizational documents.				        **7.03 Selection of Board Members**        Members of the board of directors				shall be selected in accordance with the				Reorganized Debtor's Certificate of Incorporation. As of the				Effective Date of 				the Plan, the members of the initial board of directors shall in				each case serve				until their respective resignations or removal in accordance				with applicable 				law, or the applicable organizational documents. A schedule				setting forth the 				identities of the initial members of the board of directors				shall be filed with 				the Clerk of the Court no later than ten (10) days prior to the				Ballot Deadline.				Elections, removal and terms of directors will be in accordance				with Florida 				General Corporate Law.        **7.04 Corporate Governance**        The business and				affairs of the Reorganized Debtor shall be managed by its 				board of directors in accordance with the Reorganized Debtor's				Bylaws, the 				Reorganized Debtor's Charter and applicable nonbankruptcy law.				        **7.05 Officers**        The officers of				the Debtor immediately prior to the Effective Date shall 				in each case serve as the initial officers of the Reorganized				Debtor on and 				after the Effective Date and in accordance with any employment				agreement with 				the Reorganized Debtor, the applicable organizational documents,				and applicable 				nonbankruptcy law. A schedule setting forth the identities of				the initial 				officers shall be filed with the Clerk of the Court no later				than ten (10) days 				prior to the Ballot Deadline. After the Effective Date, the				officers of the 				Reorganized Debtor shall be determined by the board of				directors, in each case 				until their respective resignations or removal in accordance				with applicable law				and the applicable organizational documents.      **                                             				ARTICLE VIII**

**                               				MEANS FOR IMPLEMENTATION                    				AND EFFECT OF CONFIRMATION OF PLAN**        Upon confirmation of the Plan, and in				accordance with the Confirmation 				Order, the Debtor or Reorganized Debtor, as the case may be,				will be authorized 				to take all necessary steps, and perform all necessary acts, to				consummate the 				terms and conditions of the Plan. In addition to the provisions				set forth 				elsewhere in the Plan, the following shall constitute the means				for 				implementation of the Plan.

        **8.01 The				Reorganized Debtor**        Except as otherwise provided in the				Plan, on the Effective Date of the 				Plan, all Assets of the Debtor shall be vested in the				Reorganized Debtor. The 				Reorganized Debtor shall assume all of the Debtor's rights,				obligations and 				liabilities under the Plan.         Following the Effective Date, eCom				will take steps to acquire one or more 				operating businesses, and will attempt to negotiate				transactional agreements 				with respect thereto.        **8.02 Management**        Initially, Barney A Richmond will				continue to serve as eCom's chief 				executive officer, and Mr. Richard Turner will continue to serve				as eCom's 				treasurer and chief financial officer. Messrs. Richmond and				Turner will devote 				sufficient time to eCom in order to pursue its objectives.				Messrs. Richmond and				Turner will, for the foreseeable future, provide their services				to eCom at no 				cost.         Mr. Richmond is Chairman of ACH. He				has been an independent advisor and 				investor in assisting companies, as well as individuals,				regarding public 				offerings, mergers, reverse mergers and a variety of corporate				financing issues.        Mr. Turner was employed as an				accountant responsible for corporate and 				individual tax returns, business write-up services, and business				consulting 				services, including computer and database management. He was				also formerly 				responsible for financial reporting, budgeting and cost				accounting on behalf of 				a bank.         **8.03 Capital Stock and Issuance				of New Common Stock**        Upon the effective date of the Plan,				eCom shall emerge from bankruptcy as a				public company. Under the Plan, all holders of Allowed Equity				Interests shall 				retain their Equity Interests, subject to dilution by the New				Common Stock to be				issued pursuant to this Plan. Although eCom believes it has over				5,000 				shareholders, a portion of the shares are held in street name				and, therefore, 				eCom is not able to determine the precise number of actual				shareholders.         There are currently 49,953,112 shares				of eCom's common stock outstanding. 				Under this Plan, eCom will issue approximately 39,000,000 shares				of New Common 				Stock, to be distributed as set forth in Exhibit A hereto to				holders of claims 				in Classes 3A and 3B, and to ACH in repayment of the DIP				Financing. After 				issuance, there will be approximately 89,000,000 shares of				common stock 				outstanding.        The New Common Stock to be issued on				the Effective Date will be issued 				pursuant to the exemption from the registration requirements of				the Securities 				Act of 1933 (and of equivalent state securities or "blue sky"				laws) provided by 				Section 1145(a) of the Bankruptcy Code, 11 U.S.C. 1145.				Generally, Section 				1145(a) of the Bankruptcy Code exempts from the registration				requirements of the				Securities Act and equivalent state securities and "blue sky"				laws the issuance 				of securities directly or through a warrant to purchase such				securities if the 				following conditions are satisfied: (a) the securities are				issued by a debtor, 				an affiliate participating in a joint plan with the debtor, or a				successor to 				the debtor under a chapter 11 plan; (b) the recipients of the				securities hold a 				claim against, an interest in, or a claim for an administrative				expense against,				the debtor and (c) the securities are issued entirely in				exchange for the 				recipient's claim against or interest in the debtor or are				issued "principally" 				in such exchange and "partly" for cash or property. The Debtor				believes that 				the issuance of the New Common Stock will satisfy the				aforementioned 				requirements.      **  Notwithstanding anything herein to the				contrary, it is possible that the 				Reorganized Debtor may qualify as a "blank check company." The				SEC has taken 				the position that promoters or affiliates of blank check				companies, as well as 				their transferees, are underwriters of the securities issued. In				accordance 				with the SEC's position, any securities held by shareholders,				including those 				issued under the Plan, prior to a business combination, such as				a merger, may be				resold only through a registration statement under the				Securities Act of 1933 				and Rule 144 may not be a safe harbor for resale of those				securities regardless 				of technical compliance with Rule 144. While the foregoing does				not affect the 				issuance of shares of common stock under the Plan, i.e., the				shares will be 				issued free from registration requirements in accordance with				section 1145 of 				the Code, the resale or exchange of such securities may be				affected following 				confirmation of the Plan, such as in connection with any resale				of such 				securities or any proposed merger.**        **8.04 New Funding**        On the Effective Date of the Plan,				ACH will advance funds in the form of a				loan to the Reorganized Debtor in order to fund obligations				under the Plan. 				Additionally, American Capital Holdings, Inc. shall advance to				eCom funds 				sufficient to comply with reporting requirements under any				applicable federal 				and state securities laws, as well as the reasonable fees and				costs in 				connection with any registration statement which may be required				under the 				Securities Act of 1933, and to file all required federal, state				and local tax 				returns. The amount of such New Funding is estimated to be				$129,000, as set 				forth in the projections and pro forma balance sheet provided in				Plan Exhibit B 				hereto. ACH has placed this amount in escrow. The New Funding				shall be loaned				to the Reorganized Debtor on the following terms: (x) the New				Funding shall be 				loaned on an unsecured basis, (y) the New Funding shall accrue				interest at the 				rate of 8% per annum, and (z) the New Funding, plus accrued				interest, shall be 				due and payable in full on the third (3rd) anniversary of the				Effective Date by 				either (i) converting such amount into common shares of the				Reorganized Debtor's				stock at a conversion rate equal to the average trading price of				common shares 				over the five (5) business days preceding the third (3rd)				anniversary of the 				Effective Date, (ii) paying such amount in Cash, or (iii) a				combination of 				(z)(i) and (z)(ii); provided, however, that the Reorganized				Debtor may, in its 				sole discretion, prepay (without penalty) all or any portion of				the New Funding,				plus accrued interest, at any time prior to the third (3rd)				anniversary of the 				Effective Date by means provided in Section 8.04(z)(i), (ii) or				(iii) hereof         **8.05 Acquisition of IS Direct				Agency, Incorporated**        On the Effective				Date or as soon as practical thereafter, the Reorganized 				Debtor may continue to pursue negotiations with IS Direct. 

        **8.06 				Spin-Off of Subsidiaries**        On December 1, 2003, the board of				directors of eCom approved the spinoff of				the Subsidiaries. On June 4, 2004, the board of directors of				eCom readopted a 				resolution to spinoff the Subsidiaries and authorized whatever				action necessary 				to complete this process including acquisitions and mergers. In				this regard, the				board included instructions for the distribution of stock by its				Transfer Agent,				Florida Atlantic Stock Transfer (FAST), to the proper entities				when the share 				certificates were properly exercised and costs relating to the				issuance of these				shares were paid in full. Notwithstanding the foregoing, eCom				was not able to 				pay FAST the amounts required to send out the stock certificates				to the 				shareholders and, therefore, the shares were not issued. Due to				eCom's 				financial condition, eCom was unable to effectuate the spinoffs.				In connection 				with the spinoffs, eCom owned all outstanding and issued shares				of common stock 				in the Subsidiaries. By spinning off the Subsidiaries, eCom				distributed the 				common stock of the Subsidiaries to eCom's shareholders in				proportion to the 				shares held in eCom as of the relevant record date.         On November 29, 2004, an involuntary				petition was filed against eCom under 				Chapter 11 of Title 11 of the United States Code. Thereafter, an				order for 				relief was entered by the United States Bankruptcy Court on May				16, 2005. On 				June 2, 2005, the shares of the Subsidiaries were distributed to				eCom 				shareholders of record, as of May 27, 2005. Subsequent thereto,				eCom caused a 				registration statement on Form 10-SB to be filed for each of the				Subsidiaries.         eCom believed that it could				effectuate the spinoffs pursuant to the 				criteria and procedures set forth in the September 16, 1997				Securities and 				Exchange Commission Staff Legal Bulletin No. 4 issued regarding				the 				applicability of Section 5 of the Securities Act of 1933 (the				"Bulletin"). eCom				was subsequently advised by the Staff of the Securities and				Exchange Commission 				("SEC") that the Subsidiaries may not qualify for the spinoff				procedures set 				forth in the Bulletin for a number of reasons, including the				facts that (i) 				there may not have been a valid "business purpose" as defined in				the Bulletin, 				and (ii) the certificates evidencing the shares were distributed				prior to having				an effective Form 10-SB registration statement available for				distribution to 				shareholders. At the request of the SEC staff, eCom voluntarily				withdrew the 				Form 10-SB registration statements. Form 10-SB registration				statements will be 				filed post-Effective Date for each of the Subsidiaries when				appropriate 				transactions are finalized as to each Subsidiary.        **8.07 Effectiveness of				Securities, Instruments and Agreements**        On the Effective				Date, all documents and all other agreements entered into				or documents issued pursuant to the Plan and/or any agreement				entered into or 				instrument or document issued in connection with any of the				foregoing, as 				applicable, shall become effective and binding upon the parties				thereto in 				accordance with their respective terms and conditions and shall				be deemed to 				become effective simultaneously.        **8.08 Corporate Action**        On the Effective				Date, all matters provided for under the Plan that would 				otherwise require approval of the stockholders, directors or				members of one or 				more of the Debtor or Reorganized Debtor or their successors in				interest under 				the Plan shall be deemed to have occurred and shall be in full				force and effect 				from and after the Effective Date pursuant to the General				Corporation Law of the				State of Florida, without any requirement of further action by				the stockholders 				or directors of the Debtor or Reorganized Debtor.         8.09 [intentionally omitted]        **8.10 No Change of Control**        Any acceleration, vesting or similar				change of control rights of any 				Person under employment, benefit or other arrangements with the				Debtor that 				could otherwise be triggered by the entry of the Confirmation				Order or the 				consummation of the Plan or any of the transactions contemplated				thereby shall 				be deemed to be waived and of no force or effect.         **8.11 Restructuring Transactions**        On and after the				Effective Date, the Reorganized Debtor or the 				Subsidiaries may enter into such transactions and may take such				actions as may 				be necessary or appropriate to effect a corporate restructuring				of its 				respective businesses, subject to the terms, conditions and				restrictions set 				forth in the Bylaws of, or otherwise applicable to, the				Reorganized Debtor or 				the Subsidiaries. Such restructuring may include one or more				mergers, 				consolidations, restructures, dispositions, liquidations, or				dissolutions, as 				may be determined by the Reorganized Debtor or the Subsidiaries				to be necessary 				or appropriate (collectively, the "Restructuring Transactions").				The actions to				effect the Restructuring Transactions may include: (i) the				execution and 				delivery of appropriate agreements or other documents of merger,				consolidation, 				restructuring, disposition, liquidation, or dissolution				containing terms that 				are consistent with the terms of the Plan and that satisfy the				applicable 				requirements of applicable state law and such other terms to				which the 				applicable entities may agree; (ii) the execution and delivery				of appropriate 				instruments of transfer, assignment, assumption, or delegation				of any asset, 				property, right, liability, duty, or obligation on terms				consistent with the 				terms of the Plan and having such other terms to which the				applicable entities 				may agree; (iii) the filing of appropriate certificates or				articles of merger, 				consolidation, or dissolution pursuant to applicable state law;				and (iv) all 				other actions that the applicable entities determine to be				necessary or 				appropriate, including making filings or recordings that may be				required by 				applicable state law in connection with such transactions. The				Restructuring 				Transactions may include one or more mergers, consolidations,				restructures, 				dispositions, liquidations, or dissolutions, as may be				determined by the 				Reorganized Debtor or the Subsidiaries to be necessary or				appropriate to result 				in substantially all of the respective assets, properties,				rights, liabilities, 				duties, and obligations of the Reorganized Debtor or the				Subsidiaries vesting in				one or more surviving, resulting or acquiring corporations. In				each case in 				which the surviving, resulting, or acquiring corporation in any				such transaction				is a successor to the Reorganized Debtor, such surviving,				resulting, or 				acquiring corporation will perform the obligations of the				Reorganized Debtor 				pursuant to the Plan to pay or otherwise satisfy the Allowed				Claims against the 				Reorganized Debtor, as applicable and to the extent necessary.         **Notwithstanding the				foregoing, it is possible that the Reorganized Debtor 				may qualify as a "blank check company." The SEC has taken the				position that 				promoters or affiliates of blank check companies, as well as				their transferees, 				are underwriters of the securities issued. In accordance with				the SEC's 				position, any securities held by shareholders, including those				issued under the 				Plan, prior to a business combination, such as a merger, may be				resold only 				through a registration statement under the Securities Act of				1933 and Rule 144 				may not be a safe harbor for resale of those securities				regardless of technical 				compliance with Rule 144. While the foregoing does not affect				the issuance of 				shares of common stock under the Plan, i.e., the shares will be				issued free from				registration requirements in accordance with section 1145 of the				Code, the 				resale or exchange of such securities may be affected following				confirmation of 				the Plan, such as in connection with any resale of such				securities or any 				proposed Restructuring Transaction.** **       8.12 Operation of the Debtor in				Possession Between the Confirmation**               				**Date and the Effective Date**        The Debtor shall continue to operate				as a debtor in possession in the 				ordinary course, subject to the supervision of the Court and				pursuant to the 				Code and the Rules during the period from the Confirmation Date				through and 				until the Effective Date, and any obligation incurred by the				Debtor during that 				period shall constitute an Administrative Claim.        **8.13 Administration After the				Effective Date**        After the				Effective Date, the Reorganized Debtor may operate its business,				and may use, acquire, and dispose of its property, free of any				restrictions of 				the Code and Rules.        **8.14 Term of Bankruptcy				Injunction or Stays**        All injunctions or stays provided for				in the Case under sections 105 or 				362 of the Code, or otherwise, and in existence on the				Confirmation Date, shall 				remain in full force and effect until the Effective Date.        **8.15 Revesting of Assets**Pursuant to section 1141 of the Code, the property of the				Estate of the 				Debtor shall revest in the Reorganized Debtor on the Effective				Date, free and 				clear of all Liens, Claims and interests of holders of Claims				and Equity 				Interests, except as otherwise provided in the Plan or the				Confirmation Order.        **8.16 Causes of Action**        As of the Effective Date, pursuant to				section 1123(b)(3)(B) of the Code, 				any and all Actions accruing to the Debtor and Debtor in				Possession, including, 				without limitation, actions under sections 510, 542, 544, 545,				547, 548, 549, 				550, 551 and 553 of the Code, shall become assets of the				Reorganized Debtor, and				the Reorganized Debtor shall have the authority to commence and				prosecute such 				Actions for the benefit of the Estate. Specifically, the				Reorganized Debtor 				shall continue to prosecute any Action pending on the Effective				Date. Further, 				section 547 of the Code enables a debtor in possession to avoid				transfers to a 				creditor, based upon an antecedent debt, made within ninety (90)				days of the 				petition date, which enables the creditor to receive more than				it would under a 				liquidation. Creditors have defenses to the avoidance of such				preferential 				transfers based upon, among other things, the transfers having				occurred as part 				of the debtor's ordinary course of business, or that subsequent				to the transfer 				the creditor provided the debtor with new value. The Reorganized				Debtor will 				analyze payments made by the Debtor to creditors within ninety				(90) days (or in 				the case of insiders, one year) before the Commencement Date (as				set forth in 				item 3(a) in the Debtor's Statement of Financial Affairs) to				determine which 				such payments may be avoidable as preferential transfers under				the Code and, if 				appropriate, prosecute such actions.         After the Effective Date and before				the case is closed, the Reorganized 				Debtor shall have the authority to compromise and settle,				otherwise resolve, 				discontinue, abandon or dismiss all such Actions upon filing and				approval of an 				appropriate motion under Bankruptcy Rule 9019.        There are no pending Actions, the				Debtor is not currently aware of any 				Actions, and the Debtor does not currently intend to pursue any				Actions, 				including any Actions against any former insiders.        THIS PLAN PROPOSES AN INJUNCTION,				WHICH IS DESCRIBED IN SECTIONS 8.17 AND 8.18 				BELOW        **8.17 Discharge of Debtor**        **Except as				otherwise provided in this Plan, the rights afforded herein and								the treatment of all Claims and Equity Interests herein shall be				in exchange for				and in complete satisfaction, discharge and release of Claims				and Equity 				Interests of any nature whatsoever, including any interest				accrued on such 				Claims from and after the Petition Date, against the Debtor and				the Debtor in 				Possession, the Estate, or any of the assets or properties under				the Plan. 				Except as otherwise provided herein, (i) on the Effective Date,				all such Claims 				against and Equity Interest in the Debtor shall be satisfied,				discharged and 				released in full, and (ii) all Persons shall be precluded and				enjoined from 				asserting against the Reorganized Debtor, the Subsidiaries,				their successors, or				their assets or properties any other or further Claims or Equity				Interests based				upon any act or omission, transaction or other activity of any				kind or nature 				that occurred prior to the Confirmation Date, whether or not				such holder has 				filed a proof of Claim or proof of Equity Interest and whether				or not such 				holder has voted to accept or reject the Plan.**        **8.18 Injunction Related to				Discharge**      **  Except as otherwise expressly provided				in the Plan, the Confirmation Order				or a separate order of the Court, all Persons who have held,				hold or may hold 				Claims against or Equity Interests in the Debtor, are				permanently enjoined, on 				and after the Effective Date, from (i) commencing or continuing				in any manner 				any action or other proceeding of any kind with respect to any				such Claim or 				Equity Interest, (ii) enforcing, attaching, collecting or				recovering by any 				manner or means of any judgment, award, decree or order against				the Debtor on 				account of any such Claim or Equity Interest, (iii) creating,				perfecting or 				enforcing any Lien or asserting control of any kind against the				Debtor or 				against the property or interests in property of the Debtor on				account of any 				such Claim or Equity Interest and (iv) asserting any right of				setoff, 				subrogation or recoupment of any kind against any obligation due				from the Debtor				or against the property or interests in property of the Debtor				on account of any				such Claim or Equity Interest. Such injunctions shall extend to				the Debtor, its				successors, subsidiaries and affiliates, and their respective				properties and 				interests in property.**        **8.19 Injunction Against				Interference with the Plan**        **Upon the entry of a Confirmation				Order with respect to the Plan, all 				holders of Claims and Equity Interests and other parties in				interest, along with				their respective present or former employees, agents, officers,				directors, or 				principals, shall be enjoined from taking any actions to				interfere with the 				implementation or consummation of the Plan, except with respect				to actions any 				such entity may take in connection with the pursuit of appellate				rights.**                                                  				**ARTICLE IX   **        **CONFIRMATION AND EFFECTIVENESS OF THE PLAN**

        **9.01 				Conditions Precedent to Confirmation**        The Plan shall				not be confirmed by the Court unless and until the 				following conditions shall have been satisfied or waived				pursuant to Section 				9.04 of the Plan:        (a) The Confirmation Order shall be				in form and substance reasonably 				acceptable to the Debtor and include, among other things, a				finding of fact that				the Debtor, the Reorganized Debtor, and their respective present				and former 				members, officers, directors, employees, advisors, attorneys,				and agents acted 				in good faith within the meaning of and with respect to all of				the actions 				described in section 1125(e) of the Code and are therefore not				liable for the 				violation of any applicable law, rule or regulation governing				such actions; and 

        **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; and				(b) The statutory fees owing to the United States Trustee				through the 				Confirmation Date shall have been paid in full. 

        **9.03 Effect				of Failure of Conditions**        If each condition				to the Effective Date specified in the Plan has not been				satisfied or duly waived within twenty (20) days after the				Confirmation Date, 				then the Plan Proponents or any other party in interest may file				a motion with 				the Court in an effort to vacate the Confirmation Order;				provided, however, if 				each of the conditions to the Effective Date is either satisfied				or duly waived 				before the Court enters an order granting the relief requested				in such motion, 				then the motion may be withdrawn. If the Confirmation Order is				vacated, the Plan				shall be deemed null and void in all respects, including without				limitation the 				discharge of Claims pursuant to section 1141 of the Code and the				assumptions or 				rejections of executory contracts and unexpired leases as				provided by the Plan, 				and nothing contained herein shall (1) constitute a waiver or				release of any 				Action by, or Claims against, the Debtor, or (2) prejudice in				any manner the 				rights of the Debtor. 

        **9.04 Waiver				of Conditions**        To the extent				permitted under the Code, the Debtor may waive one or more 				of the conditions precedent to confirmation of the Plan, or the				condition 				precedent to effectiveness of the Plan set forth in Section 9.02				of the Plan. 				To the extent permitted under the Code, the Debtor may waive in				writing one or 				more of the other conditions precedent to confirmation and				effectiveness of the 				Plan, without further notice to parties in interest or the				Bankruptcy Court 				without a prior hearing.                                                       				**ARTICLE X**

**                                  **  **RETENTION OF JURISDICTION**        The Court				shall have exclusive jurisdiction of all matters arising out of,				and related to, the Case and the Plan pursuant to, and for the				purposes of, 				sections 105(a) and 1142 of the Code and for, among other				things, the following 				purposes:        (a) to hear and determine pending				applications for the assumption or 				rejection of executory contracts or unexpired leases, if any are				pending, and 				the allowance of Claims resulting, therefrom;         (b) to determine any and all				adversary proceedings, motions, 				applications and contested matters, and other litigated matters				pending on the 				Confirmation Date;         (c) to hear and determine all Actions				commenced by the Debtor or any 				other party in interest with standing to do so, pursuant to				sections 505, 542, 				543, 544, 545, 547, 548, 549, 550, 551, and 553 of the Code,				collection matters 				related thereto, and settlements thereof;         (d) to hear and determine any				objections to or the allowance, 				classification, priority, compromise, estimation or payments of				any 				Administrative Claims, Claims or Equity Interests;         (e) to ensure that distributions to				holders of Allowed Claims are 				accomplished as provided in the Plan;         (f) to enter and implement such				orders as may be appropriate in the 				event the Confirmation Order is for any reason stayed, revoked,				modified or 				vacated;         (g) to issue such orders in aid of				execution and consummation of the 				Plan, to the extent authorized by section 1142 of the Code;         (h) to consider any amendments to or				modifications of the Plan, to 				cure any defect or omission, or to reconcile any inconsistency				in the Plan, or 				any order of the Court, including, without limitation, the				Confirmation Order;         (i) to hear and determine all				applications for compensation and 				reimbursement of expenses of Professionals under sections 330,				331, and 503(b) 				of the Code;         (j) to hear and determine disputes				arising in connection with the 				interpretation, implementation or enforcement of the Plan;         (k) to recover all assets of the				Debtor and property of the Debtor's 				Estate, wherever located;         (l) to determine any Claim of or any				liability to a governmental unit 				that may be asserted as a result of the transactions				contemplated herein;         (m) to enforce the Plan, the				Confirmation Order, and any other order, 				judgment, injunction or ruling entered or made in the Case,				including, without 				limitation, the discharge, injunction, exculpation and releases				provided for in 				the Plan;         (n) to take any action and issue such				orders as may be necessary to 				construe, enforce, implement, execute, and consummate the Plan				or to maintain 				the integrity of the Plan following consummation;         (o) to hear and determine matters				concerning state, local and federal 				taxes in accordance with sections 346, 505, and 1146 of the Code				(including, but				not limited to, an expedited determination under section 505(b)				of the Code of 				the tax liability of the Debtor for all taxable periods through				the Effective 				Date for all taxable periods of the Debtor through the				liquidation and 				dissolution of such entity);         (p) to hear any other matter not				inconsistent with the Code; and         (q) to enter a final decree closing				the Case; provided however, that 				nothing in the Plan shall divest or deprive any other court or				agency of any 				jurisdiction it may have over the Reorganized Debtor under				applicable 				environmental laws. 

                                                          				**ARTICLE XI**

**                               **      **MISCELLANEOUS				PROVISIONS**

        **11.01 				Effectuating Documents and Further Transactions.**

       The Debtor or				Reorganized Debtor, as the case may be, is authorized to 				execute, deliver, file or record such contracts, instruments,				releases and other				agreements or documents and take such actions as may be				necessary or appropriate				to implement, effectuate and further evidence the terms and				conditions of the 				Plan and any notes or securities issued pursuant to the Plan.

        **11.02 				Exemption from Transfer Taxes**        Pursuant to				section 1146(c) of the Code, the issuance, transfer or 				exchange of notes or equity securities under the Plan, including				New Common 				Stock, creation of any mortgage, deed of trust or other security				interest, the 				making or assignment of any lease or sublease, or the making or				delivery of any 				instrument of transfer under, in furtherance of, or in				connection with the Plan,				including, without limitation, any merger agreements or				agreements of 				consolidation, deeds, bills of sale or assignments executed in				connection with 				any of the transactions contemplated by the Plan, shall not be				subject to any 				stamp, real estate transfer, mortgage recording, or other				similar tax.        **11.03 Authorization to Request				Prompt Tax Determinations.**        The Reorganized				Debtor is authorized to request an expedited determination				under section 505(b) of the Code of the tax liability of the				Debtor, for all 				taxable periods through the Effective Date.        **11.04 Exculpation.**        Subject to the occurrence of the				Effective Date, neither the Debtor, the 				Reorganized Debtor, ACH as Plan co-proponent, nor any of their				respective 				members, officers, directors, agents, financial advisors,				attorneys, employees, 				equity holders, partners, affiliates and representatives (the				"Exculpated 				Parties") shall have or incur any liability to any holder of a				Claim or Equity 				Interest for any act or omission in connection with, related to,				or arising out 				of, the Case, the Plan, the pursuit of confirmation of the Plan,				the 				consummation of the Plan or the administration of the Plan or				the property to be				distributed under the Plan; provided, that the foregoing shall				not operate as a				waiver or release for (i) any express contractual obligation				owing by any such 				Person, (ii) willful misconduct or gross negligence, and (iii)				with respect to 				Professionals, liability arising from claims of professional				negligence which 				shall be governed by the standard of care otherwise applicable				to professional 				negligence claims under applicable non-bankruptcy law, and, in				all respects, the				Exculpated Parties shall be entitled to rely upon the advice of				counsel with 				respect to their duties and responsibilities under the Plan;				provided further 				that nothing in the Plan shall, or shall be deemed to, release				the Exculpated 				Parties, or exculpate the Exculpated Parties with respect to,				their respective 				obligations or covenants arising pursuant to the Plan; provided				further that the				foregoing shall not operate as a waiver or release of Claims by				governmental 				entities arising under environmental laws.        **11.05 Releases**        On the Effective Date, the Debtor,				the Reorganized Debtor, and any and all				Holders of Claims and Equity Interests shall release				unconditionally and are 				hereby deemed to release unconditionally each of the Debtor, ACH				and their post-				petition directors and officers, and Professionals				(collectively, the "Released 				Parties") from any and all claims, obligations, suits,				judgments, damages, 				losses, rights, remedies, causes of action, charges, costs,				debts, indebtedness,				or 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, event or other				occurrence taking 				place between the Petition Date and the Effective Date, which is				in any way 				relating to the Debtor, this Case, any assets or Property of the				Estate, the 				business or operations of the Debtor, the DIP Financing, any				Plan Documents, the				Plan, or any of the transactions contemplated thereby; provided,				however, that 				this release provision shall not be applicable to any liability				found by a court				of competent jurisdiction to have resulted from fraud or the				willful misconduct 				or gross negligence of any such party. With respect to				Professionals, the 				foregoing exclusion from this release provision shall also				include claims of 				professional negligence arising from the services provided by				such Professionals				during the Case. Any such claims shall be governed by the				standard of care 				otherwise applicable to the standard of negligence claims				outside of bankruptcy.				The Confirmation Order shall enjoin the prosecution by any				Person or entity, 				whether directly, derivatively or otherwise, of any such claim,				obligation, 				suit, judgment, damage, loss, right, remedy, cause of action,				charge, cost, 				debt, indebtedness, or liability which arose or accrued during				such period or 				was or could have been asserted against any of the Released				Parties, except as 				otherwise provided in the Plan or in the Confirmation Order.				Each of the 				Released Parties shall have the right to independently seek				enforcement of this 				release provision. This release provision is an integral part of				the Plan and 				is essential to its implementation.         **11.06 Injunction Relating to				Exculpation**        The Confirmation				Order will contain an injunction, effective on the 				Effective Date, permanently enjoining the commencement or				prosecution by the 				Debtor, the Reorganized Debtor and any other Person, whether				derivatively or 				otherwise, of any action or causes of action against any party				exculpated, 				released or discharged pursuant to this Plan.        **11.07 Post-Effective Date Fees				and Expenses**        From and after				the Effective Date, the Reorganized Debtor shall, in the 				ordinary course of business and without the necessity for any				approval by the 				Bankruptcy Court, pay the reasonable fees and expenses of				Professional persons 				thereafter incurred by the Reorganized Debtor, including,				without limitation, 				those fees and expenses incurred in connection with the				implementation and 				consummation of the Plan.        **11.08 Payment of Statutory Fees**        The Reorganized				Debtor shall be responsible for timely payment of fees 				incurred pursuant to 28 U.S.C. 1930(a)(6). After confirmation,				the 				Reorganized Debtor shall file with the Court and serve on the				United States 				Trustee a quarterly financial report regarding all income and				disbursements, 				including all plan payments, for each quarter (or portion				thereof) the Case 				remains open.        **11.09 Amendment or Modification				of Plan**        Alterations, amendments or				modifications of the Plan may be proposed in 				writing by the Proponents at any time prior to the Confirmation				Date in 				conformity with section 1127(a) of the Code, provided that the				Plan, as altered,				amended or modified, satisfies the conditions of sections 1122,				1123 and 1129 of				the Code, and the Proponents shall have complied with section				1125 of the Code. 				The Plan may be altered, amended or modified by the Proponents				at any time after				the Confirmation Date in conformity with section 1127(b) of the				Code, provided 				that the Plan, as altered, amended or modified, satisfies the				requirements of 				sections 1122 and 1123 of the Code and the Court, after notice				and a hearing, 				confirms the Plan, as altered, amended or modified, under				section 1129 of the 				Code and the circumstances warrant such alterations, amendments				or 				modifications. A holder of a Claim that has accepted the Plan				shall be deemed 				to have accepted the Plan, as altered, amended or modified, if				the proposed 				alteration, amendment or modification does not materially and				adversely change 				the treatment of the Claim of such holder.        Prior to the Effective Date, the				Proponents may make appropriate technical				adjustments in order to correct typographic errors, internal				Plan 				inconsistencies or other similar modifications to the Plan				without further order				or approval of the Court.        **11.10 Severability**        In the event that				the Court determines, prior to the Confirmation Date, 				that any provision in the Plan is invalid, void or				unenforceable, such provision				shall be invalid, void or unenforceable with respect to the				holder or holders of				such Claims or Equity Interests as to which the provision is				determined to be 				invalid, void or unenforceable. The invalidity, voidness or				unenforceability of				any such provision shall in no way limit or affect the				enforceability and 				operative effect of any other provision of the Plan. The Court,				at the request 				of the Proponents, shall have the power to alter and interpret				such term or 				provision to make it valid or enforceable to the maximum extent				practicable, 				consistent with the original purpose of the term or provision				held to be 				invalid, void, or unenforceable, and such term or provision				shall then be 				applicable as altered or interpreted. The Confirmation Order				shall constitute a				judicial determination and shall provide that each term and				provision of the 				Plan, as it may have been altered or interpreted in accordance				with the 				foregoing, is valid and enforceable pursuant to its terms.        **11.11 Revocation or Withdrawal				of the Plan**The Proponents reserve the right to revoke or withdraw the				Plan prior to 				the Confirmation Date. If the Proponents revoke or withdraw the				Plan prior to 				the Confirmation Date, then the Plan shall be deemed null and				void. In such 				event, nothing contained herein shall constitute or be deemed a				waiver or 				release of any Claims by or against the Debtor or any other				Person, an admission				against interests of the Debtor, nor shall it prejudice in any				manner the rights				of the Debtor or any Person in any further proceedings involving				the Debtor.        **11.12 Binding Effect Notices**        The Plan shall be				binding upon and inure to the benefit of the Debtor, the				holders of Claims and Equity Interests, and their respective				successors and 				assigns, including, without limitation, the Reorganized Debtor.        **11.13 Notices**        All notices, requests and demands to				or upon the Debtor, the Reorganized 				Debtor or ACH to be effective shall be in writing and, unless				otherwise 				expressly provided in the Plan, shall be deemed to have been				duly given or made 				when actually delivered or, in the case of notice by facsimile				transmission, 				when received and telephonically confirmed, addressed as				follows: 

        *If to the				Debtor:***eCom				Attention: Barney A. Richmond				American Capital Holdings, Inc.				100 Village Square Crossing				Suite 202				Palm Beach Gardens, Florida 33410				Facsimile No. (561) 207-6299***With a copy to:*				Kluger, Peretz, Kaplan & Berlin, P.L.				Attention: Michael D. Seese				201 South Biscayne Boulevard				17th Floor				Miami, Florida 33131				Counsel for the Debtor*If to ACH:*				Barney A. Richmond				American Capital Holdings, Inc.				100 Village Square Crossing				Suite 202				Palm Beach Gardens, Florida 33410				Facsimile No. (561) 207-6299*With a copy to:*				Schiff Hardin LLP				Attention: Michael Yetnikoff				6600 Sears Tower				Chicago, Illinois 60606				Counsel for American Capital Holdings, Inc.        **11.14 Governing Law**        Except to the				extent the Code, Rules or other federal law is applicable, 				or to the extent the Plan or any agreement entered into pursuant				to the Plan 				provides otherwise, the rights and obligations arising under the				Plan shall be 				governed by, and construed and enforced in accordance with, the				laws of the 				State of Florida, without giving effect to the principles of				conflicts of law of				such jurisdiction.        **11.15 Withholding and Reporting				Requirements**        In connection				with the consummation of the Plan, the Debtor or the 				Reorganized Debtor, as the case may be, shall comply with all				withholding and 				reporting requirements imposed by any federal, state, local or				foreign taxing 				authority and all distributions hereunder shall be subject to				any such 				withholding and reporting requirements.        **11.16 Section 1125(e) of the				Code**        As of the Confirmation Date, the				Proponents shall be deemed to have 				solicited acceptances of the Plan in good faith and in				compliance with the 				applicable provisions of the Code. As of the Confirmation Date,				the Proponents 				and their respective members, officers, directors, agents,				financial advisors, 				attorneys, employees, equity holders, partners, Affiliates and				representatives 				shall be deemed to have participated in good faith and in				compliance with the 				applicable provisions of the Code in the offer and issuance of				the new 				securities hereunder, and therefore are not, and on account of				such offer, 				issuance and solicitation shall not be, liable at any time for				the violation of 				any applicable law, rule or regulation governing the				solicitation of acceptances				or rejections hereof or other offer and issuance of new				securities under the 				Plan.        **11.17 Filing of Additional				Documents**        On or before				substantial consummation of the Plan, the Proponents shall 				file with the Court such agreements and other documents as may				be necessary or 				appropriate to effectuate and further evidence the terms and				conditions of the 				Plan.        **11.18 No Admissions**        Notwithstanding anything in the Plan				to the contrary, nothing contained in				the Plan shall be deemed as an admission by any Person with				respect to any 				matter set forth in the Plan or herein.        **11.19 Time**        In computing any				period of time prescribed or allowed by the Plan, unless 				otherwise set forth herein or determined by the Court, the				provisions of Rule 				9006 shall apply.        **11.20 Substantial Consummation**        The Plan shall be				deemed to be substantially consummated in accordance 				with section1101 of the Code.        **11.21 Post-Confirmation				Conversion/Dismissal**				A creditor or party in interest may bring a motion to convert or				dismiss 				the Case under section 1112(b)(7) of the Code after entry of the				Confirmation 				Order if there is a default in performing the conditions to				effectiveness of the				Plan. If the Court orders the Case converted to chapter 7 after				the entry of 				the Confirmation Order, this Plan provides that property of the				Debtor's estate 				that have not been disbursed pursuant to the provisions herein				will revest in 				the chapter 7 estate and that the automatic stay will be				reimposed upon the 				revested property to the extent that relief from the stay was				not previously 				authorized by the Court during the pendency of the Case. The				Confirmation Order				may also be revoked under certain limited circumstances. The				Court may revoke 				the Confirmation Order if and only if such order was procured by				fraud and if a 				party in interest brings a motion to revoke such Confirmation				Order within 180 				days after the entry of the Confirmation Order.        **11.22 Final Decree**        Once there has been Substantial				Consummation of the Plan, the Reorganized 				Debtor shall file a motion with the Court to obtain a final				decree to close the 				Case.

        **11.23 				Inconsistency**        In the event of				any inconsistency between the Plan and the Disclosure 				Statement, any Exhibit to the Plan or the Disclosure Statement				or any other 				instrument or document created or executed pursuant to the Plan,				the Plan shall 				govern. In the event of any inconsistency between the Plan and				the Confirmation				Order, the Confirmation Order shall govern.

        **11.24 No				Interest or Attorneys' Fees**        Except as				otherwise provided under the Plan, or as ordered by the Court,								no interest, penalty or other charge, including any late charge,				arising from 				and after the Petition Date, an no award or reimbursement of any				attorneys' fees				or other related cost or disbursement, shall be allowed on, or				in connection 				with, any Claim, unless otherwise provided under the Plan or				awarded by the 				Court.        **11.25 Successors and Assigns**        This Plan and all the provisions				hereof shall be binding upon and inure to				the benefit of the parties hereto and their respective				successors and assigns.        **11.26 Headings**        The headings of articles, paragraphs				and sub-paragraphs in this Plan are 				inserted for convenience only and shall not affect the				interpretation of any 				provision of this Plan.        **11.27 No Penalty for Prepayment**        Neither the				Debtor nor the Reorganized Debtor shall be liable for payment								of any sum or interest in the form of a penalty relating to the				prepayment of 				any claim treated under this Plan.        **11.28 Savings Clause**        Any minor defect				or inconsistency in the Plan may be corrected or amended 				by the Confirmation Order.        **11.29 Remedy of Defects**        After the				Effective Date, the Reorganized Debtor may, with approval of the				Court, and so long as it does not materially and adversely				affect the interests 				of Creditors, remedy any defect or omission or reconcile any				inconsistencies in 				the Plan or in the Confirmation Order in such manner as may be				necessary to 				carry out the purposes and effect of the Plan and in form and				substance 				satisfactory to the Reorganized Debtor.                                                     				**ARTICLE XII                                                    				CONCLUSION**        The aforesaid provisions shall				constitute the Plan of Reorganization of the				Debtor. This Plan, when approved and confirmed by the Court,				shall be deemed 				binding on the Debtor, the Reorganized Debtor and all creditors				and all parties 				in interest and their successors and assigns in accordance with				section 1141 of 				the Code.				[signatures on next page]**DATED: January 3, 2007				eCom eCom.com, Inc.                           				American Capital Holdings, Inc. **

By:                                                  				         By: 				                                              				                				Barney A. Richmond                 				Its:                                              				                 				Acting CEO        ***I HEREBY CERTIFY** that I am				admitted to the Bar of the United States 				District Court for the Southern District of Florida and I am in				compliance with 				the additional qualifications to practice in this Court set				forth in Local Rule 				2090-1(A).* 

By: _____________________________________        Michael D. Seese, Esq.        FBN 997323        KLUGER PERETZ KAPLAN & BERLIN, P.L.        201 South Biscayne Boulevard        1700 Miami Center        Miami, Florida 33131        Telephone: (305) 379-9000        Facsimile: (305) 379-3428        Counsel for Debtor        ***I HEREBY CERTIFY** that the				undersigned attorney is appearing pro hac vice 				in this matter pursuant to court order dated August 18, 2006.*				By: _____________________________________        Michael Yetnikoff, Esq. (appearing				pro hac vice)        ________________________        SCHIFF HARDIN LLP        6600 Sears Tower        Chicago, Illinois 60606        Telephone: (312) 258-5500        Facsimile: (312) 258-5600        Counsel for American Capital				Holdings, Inc  

 

 

				-----------------------------------------------------------------------------------------------

                                                             				**EXHIBIT A**				                                                          				eCom eCom.com				                          				United States Southern District of Florida Bankruptcy Court In				                                            				re: Case No. 04-35435-BKC-SHF				                                              				Chapter 11 Reorganization Plan				                                				Creditor Payout Schedule as of December 6, 2006                             				Amount      Payment          Common				Name of    Type of  Disputed/ of      Cash % of  Shares    Share				Creditor   Claim    Non-Disp. Claim   Pmt. Claim Payment   Price Comments				---------- -------- -------- -------- ---- ----- --------- -----				--------------				Richard C. Unsecured         $                             $				Turner     Priority Non-Disp.   4,650   -  100%    178,846 .026 Agreed to				Equity				Richard C.				Turner    Unsecured Non-Disp. 135,583   -  100%  5,214,733 .026 Agreed				to Equity				American Capital				Holdings Inc. -				DIP Financing				(1)&(2]   Unsecured Non-Disp. 100,000   -  100%  3,846,154 .026 Agreed				To Equity				American Capital				Holdings, Inc.				Proof of Claim				(1) & (2) Unsecured Non-Disp. 505,289   -  100% 19,434,227 .026				Agreed To Equity				Barney A.				Richmond  Unsecured Non-Disp.  30,000   -  100%  1,153,846 .026 Agreed				To Equity				                                                               				Claim paid by				Wieseneck,                                                      American Capital				Andres&Co Unsecured Non-Disp.  13,386   -  100%    514,856 .026 Agreed				To Equity				                                                               				Claim Paid by				                                                               				Sherry Cherrix				MT Wice   Unsecured Non-Disp.   1,576   -  100%     60,603 .026 Agreed To				Equity				Net Gain                                                        Claim paid by				Associates,                                                     Sherry Cherrix				Inc.      Unsecured Non-Disp.   3,000   -  100%    115,385 .026 Agreed To				Equity				                                                               				to be paid cash				                                                               				upon confirmation				PhastNet  Unsecured Non-Disp.   1,020 1,020 100%         -      of the plan.				                                                               				Claim Paid by				ADP Investor                                                    Sherry Cherrix				Commnctns Unsecured Non-Disp.   5,478   -  100%    210,699 .026 Agreed				To Equity				                                                               				Claim Paid by				                                                               				Sherry Cherrix				Al Edison Unsecured Non-Disp.   5,713   -  100%    219,712 .026 Agreed				To Equity				- (continued) -				                             				Amount      Payment          Common				Name of    Type of  Disputed/ of      Cash % of  Shares    Share				Creditor   Claim    Non-Disp. Claim   Pmt. Claim Payment   Price Comments				---------- -------- -------- -------- ---- ----- --------- -----				--------------				                                                               				Claim Paid by				                                                               				Sherry Cherrix				AT&T      Unsecured Non-Disp.   4,752   -  100%    182,779 .026 Agreed To				Equity				                                                               				to be paid cash				Bell                                                            upon confirmation				South     Unsecured Non-Disp.   1,483 1,483 100%       -        of the plan.				Grant &                                                         Claim Paid by				Leatherwood,                                                    Sherry Cherrix				P.A.      Unsecured Non-Disp.   4,242   -  100%    163,147 .026 Agreed To				Equity				Internet                                                        Former President				Security                                                        Disputed				Solutions,                                                      No Proof of				Inc.      Unsecured Disputed   64,175 0.00 Disallowed   				0      Claim Filed				David and 				Barbara 				Panaia    Unsecured Agreed    395,640  N/A   N/A 7,500,000      Claim Settled				                                                               				Claim Paid by				MeVis Technology                                                Sherry Cherrix				GmbH & Co Unsecured Non-Disp.   7,750    -  100%   298,077 .026 Agreed				To Equity				                                    				-------    -----------				                                     				$2,503      39,093,064				Existing eCom Shareholder Schedule (See Attached) 49,955,112				                                                 				----------				New Common Shares Outstanding (Post Confirmation) 89,048,176				                                                 				==========				(1) Based on last five (5) day Trading Price per DIP Financing				Agreement - 				ending 7/3/06				(2) All American Capital Shares to be distributed pro-rata to				its shareholder 				base on Plan Confirmation                                                      				**EXHIBIT "B"**                                           				eCom eCom.com, Inc.                                   				Budget Projections For the Fiscal                               				Years Ending May 31,2007 and 2008                                                 				Total 2 year                       				May 31,2007  May 31,2008    Budget                        				---------   ----------  ----------				Corporate Filing Fees    $    				150   $      150  $     				300				Transfer Agent Fees         				2,400        2,400      				4,800				Insurance                     				800          900      				1,700				Office Expenses             				4,800        5,040      				9,840				Outside Auditor Fees       				17,500       18,400     				35,900				Postage and Delivery        				4,000        4,200      				8,200				Administrative Overhead     25,000      				26,250      51,250				Trustee Fees                				2,000           				-       2,000				Reserve for Contingencies    7,500       				7,500      15,000                        				---------   ----------  ----------                        				$  64,150   $   64,840  $ 				128,990                        				=========   ==========  ==========                                                ECOM ECOM.COM, INC.                                                  Pro Forma Balance Sheets                                                          				(Unaudited)

                            				Pre-Confirmation    Post Confirmation				ASSETS 

Current Assets  Cash and cash equivalents        				$     150         $ 129,000  Due from affiliated companies            				-                 -  Prepaid expenses                         				-                 -                                   				----------        ----------				Total Current Assets                     				150           129,000				Property and Equipment, net              				110               110				Other Assets  Other Assets                             				-                 -                                   				----------        ----------				Total Other Assets                         				-                 -                                   				----------        ----------				Total Assets                       				$     260         $ 129,110                                   				==========        ==========				LIABILITIES AND STOCKHOLDERS' EQUITY				Current Liabilities  Accounts payable                 				$  94,189         $       -  Accrued expenses                    				44,000                 -  Current portion of long-term debt   685,383                				-  Interest accrued on current portion  39,029                				-                                   				----------        ----------				Total Current Liabilities            				862,601                 -				Notes Payable, Net of Current Portion      				-                 -                                   				----------        ----------				Total Liabilities                    				862,601                 -				Stockholders' Equity				Common stock, $.0001 par value,				200 million shares authorized,				49,955,112 and 86,509,714				shares issued and outstanding          				4,995              8,651				Paid-in capital                    				6,569,537          7,557,332				Accumulated deficit               				(7,436,873)        (7,436,873)                                   				----------        ----------				Total Stockholders' Deficit         				(862,341)           129,110                                   				----------        ----------				Total Liabilities and Stockholders' $    				260         $  129,110                                   				==========        ==========				notes:Shares outstanding post confirmation includes the				preconfirmation shares of				49,955,112 plus the creditor payout shares of 31,593,064 plus				new shares issued				for the $129,000 post confirmation financing of 4,961,538 for a				total of				86,509,714 common shares.