EXHIBIT 2.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------x
In re:                                            Chapter 11
                                                  Case No.          03-80962-511
ALLIED DEVICES CORPORATION, d/b/a
ADCO DEVICES CO., STROBA MANU-
FACTURING CO., ABSOLUTE PRECISION
CO., ASTRO INSTRUMENT CO., KAY
PNEUMATICS, AND KING VALVE;


                           Debtor.
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                       LIQUIDATING PLAN OF REORGANIZATION
                       ----------------------------------

                  The Debtor proposes the following plan of liquidation pursuant
to section 1121(b) of Chapter 11 of Title 11 of the Bankruptcy Code.

                                    Article I

                                   Definitions

     1.1 Meaning. For the purpose of this Chapter 11 Plan, each of the terms set
forth herein shall have the meaning ascribed below and such meaning shall be
equally applicable to the singular and plural forms of the terms defined. All of
the definitions and provisions contained in this Article 1 are, and shall be,
regarded as integral, substantive and operative provisions of this Plan.

     1.2 Other Terms. A term that is used in the Plan and not defined herein,
but that is defined in the Bankruptcy Code or in the Federal Rules of Bankruptcy
Procedure, shall have the meaning set forth therein. Any reference contained in
this Plan to a particular exhibit, paragraph or article shall be deemed to be a
reference to an exhibit, paragraph or article of this Plan.


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     1.3 Rules of Construction. The rules of construction set forth in ss.102 of
the Bankruptcy Code shall be applicable to all of the provisions of this Plan.
Without in any way limiting the foregoing, as used in this Plan, the words
"includes" and "including" are without limitation.

     "Administrative Claim" shall mean a claim incurred after the Filing Date
and allowed under ss.ss.503(b) or 507(a)(1) and (b) of the Bankruptcy Code, all
allowances of compensation or reimbursement of expenses to Professional Persons
to the extent allowed by the Court only upon entry of a Final Order under ss.330
of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, and any
fees or charges assessed against the Debtor's Estate under 28 U.S.C. ss.1930.

     "Allowed" or "Allowed Amount", when referring to a Claim, shall mean the
amount of a Claim

     a.   filed with the Court on or before the Bar Date and as to which no
          objection to the allowance thereof has been interposed within any
          applicable period of limitation fixed by Final Order or this Plan,

     b.   which has been scheduled by the Debtor as liquidated and not disputed
          or contingent in amount and as to which no objection to the amount
          hereof has been interposed within any applicable period of limitation,

     c.   as to which any objection has been interposed, to the extent such
          Claim has been allowed by a Final Order, or

     d.   any Claim specifically identified in this Plan as an Allowed Claim.

     "Assets" shall mean all recoveries from Bankruptcy Actions, the Debtor's
equity in and to property of any type or nature whatsoever, real and personal,
tangible and intangible, owned or subsequently acquired by the Debtor, after the
satisfaction of the Secured Claims secured by such property, including, without
limitation, property of the estate pursuant to ss.541 of the Bankruptcy Code,


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and the Debtor's interest in Cash, but, in each case, excluding all claims,
causes of action or other rights specifically released pursuant to this Plan or
the Confirmation Order.

     "Available Cash" shall mean the Debtor's interest in Cash on hand and the
net proceeds derived, heretofore or hereafter, by the Debtor or the Liquidating
Agent, from the liquidation of the Assets, together with the interest earned
thereon, less the Professional Fee Reserve as provided hereunder.

     "Ballot" shall mean the form distributed to holders of Claims and Interests
on which is to be indicated acceptance or rejection of the Plan.

     "Bankruptcy Actions" shall mean actions and causes of action (and the
proceeds thereof), whether or not commenced as of the date hereof, arising under
the Bankruptcy Code, including, without limitation, ss.ss.544, 547, 548 and 549
thereof, but, in each case, excluding all claims, causes of action or other
rights specifically released pursuant to this Plan or the Confirmation Order,
which non-released claims shall be prosecuted on behalf of the Debtor for the
benefit of creditors of the Case.

     "Bankruptcy Code" shall mean Title 11 of the United States Code, 11
U.S.C.ss.101, et. seq., as amended. "Bar Date" shall mean June 16, 2003, the
last date fixed by Final Order dated April 30, 2003 for filing proofs of Claim
or Interests in the Case, which arose at any time either (a) prior to the Filing
Date, or (b) on or after the Filing Date through and including the Bar Date,
except for the Claims of Professional Persons who render services on behalf of
the Case, the Liquidating Agent or the Liquidating Agent's Professionals, for
which no bar date is in effect.

     "Business Day" shall mean any day on which commercial banks are open for
business in New York, New York.


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     "Carve-outs" shall mean the sums that the Lenders have agreed to pay to
holders of Unsecured Claims and certain Professional Persons from the proceeds
of the liquidation of the Lenders' collateral as set forth in the Final Orders
of the Court approving the Debtor's use of Cash Collateral, including but not
limited to, the Unsecured Creditors' Carve-out.

     "Case" shall mean the Debtor's Case under chapter 11 of the Bankruptcy
Code, Case Nos. 03-80962-511, 03-80963-511, and 03-80964-511.

     "Cash" shall mean lawful currency of the United States of America (U.S.
dollars), regular check, certified check, bank check or wire transfer from a
domestic bank or other cash equivalents.

     "Champion" shall mean Champion Equities LLC or its assignee or nominee, an
entity that has agreed to infuse New Value into the Debtor's estate, in exchange
for the New Stock in New Allied.

     "Claim" shall have the meaning given to such term in ss.101(5) of the
Bankruptcy Code, as supplemented by ss.102(2) of the Bankruptcy Code.

     "Claimant" shall mean the holder of a Claim.

     "Class" shall mean any category of Claims or Interests as specified in
Article III of this Plan.

     "Committee" shall mean the Official Committee of Unsecured Creditors of the
Debtor approved in the Jointly Administered Debtors' Cases by the United States
Trustee (as such committee may be reconstituted from time to time).

     "Committee Counsel" shall mean Westerman, Ball, Ederer, Miller &
Sharfstein, LLP, the attorneys retained by the Committee to represent it in
these Cases, which retention was approved by a Final Order.


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     "Confirmation Date" shall mean the date of entry by the Court of the
Confirmation Order.

     "Confirmation Order" shall mean an order of the Court confirming the Plan
in accordance with the Bankruptcy Code.

     "Consummation Date" shall mean the date that is twenty (20) days following
the Effective Date.

     "Court" shall mean the United States Bankruptcy Court for the Eastern
District of New York, sitting in Central Islip, New York and any appellate or
other court that is competent to exercise jurisdiction over any matter or
proceeding arising in or relating to the Jointly Administered Debtors' Cases.

     "Debtor" shall mean APPI, Inc., d/b/a Atlantic Precision Products, Inc.
"Debtor's Counsel" shall mean Marilyn Simon & Associates.

     "Disputed Claim" shall mean a Claim as to which an objection has been
timely filed and which objection (a) is not the subject of a Final Order
allowing or disallowing the Claim, and (b) has not been withdrawn.

     "Distributions" shall mean Cash that is required under the Plan to be
distributed to the holders of Allowed Claims.

     "Effective Date" shall mean the date on which the Confirmation Order has
become a Final Order.

     "Equipment Lessors" shall mean Banc One Leasing Corporation, HSBC Business
Credit (USA), Inc., JP Morgan Leasing, Inc., Citicorp Vendor Financing, Inc.,
the entities holding Secured Claims that are secured by specific items of
equipment owned by certain of the Debtor.


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     "Excess Cash" shall mean the Debtor's Pro Rata share of 20% of the net
recovery to the Lenders in excess of $4.8 million (exclusive of costs and the
satisfaction of other permitted liens) resulting from the sale or liquidation of
the assets of the estates of the Jointly Administered Debtors' Cases.

     "Federal Rules of Bankruptcy Procedure" shall mean the Federal Rules of
Bankruptcy Procedure in effect on the date of this Plan.

     "Filing Date" shall mean February 19, 2003, the date on which the Debtor
filed its voluntary petition under Chapter 11 of the Bankruptcy Code, thereby
commencing the Case.

     "Final Distribution Date" shall mean the date of the last payment to
holders of Allowed Claims in accordance with the provisions of this Plan, which
date shall be no later than the tenth (10th) Business Day after the last to
occur of (a) the date on which no Claim remains a Disputed Claim, (b) the date
on which all Assets have been abandoned, disposed of or converted to Cash, and
(c) the date on which all Bankruptcy Actions have been abandoned, settled or
litigated to Final Order.

     "Final Order" shall mean an order of the Court which has not been reversed,
stayed, modified or amended and (i) the time to appeal from, or to seek review
or rehearing of, has expired, (ii) no appeal, review, certiorari or rehearing is
pending, and (iii) the order has become conclusive of all matters adjudicated
therefor and is in full force and effect.

     "Final Pro Rata Share" shall mean, as to any Allowed Class 3 Claim as of
the Final Distribution Date, a fraction (i) the numerator of which is the amount
of such Allowed Class 3 Claim and (ii) the denominator of which is the sum of
all Allowed Class 3 Claims.

     "Interest" shall mean the rights of owners of issued and outstanding shares
of Stock of the Debtor. "Lenders" shall mean JP Morgan Chase Bank as agent for
itself and Citizens Bank, the Debtor' pre-petition lenders and post-petition
lenders under the cash collateral orders approved by the Court.


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<PAGE>

     "Liquidating Agent" shall mean Joseph S. Maniscalco, Esq. of LaMonica,
Herbst, and Moniscalco, LLP or any successor thereto designated by the
Committee.

     "Liquidating Agent's Professionals" shall mean all attorneys, accountants
and financial consultants retained by the Liquidating Agent after the
Confirmation Date.

     "New Allied" shall mean the reorganized Debtor following entry of the
Confirmation Order.

     "New Stock" shall mean the Debtor's Class 4 common shares of stock which
shall be reversed at a ratio of 30:1, based on the existence of 5,048,782 issued
shares of stock, with New Allied authorized to issue fifty (50) million common
shares of stock, post-reverse split.

     "New Value" shall mean the sum of $50,000 paid to the Debtor to acquire the
New Stock. "Plan" shall mean this Plan of Liquidation. "Police Power Claims"
shall mean liabilities arising under (i) the environmental laws of the United
States, any municipality, city, county or state and (ii) any criminal laws of
the United States, any municipality, city, county or state.

     "Post Effective Date Reserve" shall mean the sum of $50,000 to be reserved
by Liquidating Agent. Such funds shall be used to pay post Confirmation Date
fees and expenses of the Liquidating Agent and the Professional Persons retained
in the Jointly Administered Debtors' Cases for the objections to Claims,
distributions to Claimants and the pursuit of Bankruptcy Actions.


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<PAGE>

     "Priority Claim" shall mean any Claim entitled to priority in accordance
with ss.507(a) of the Bankruptcy Code other than an Administrative Claim.

     "Professional Fees" shall mean all Claims for fees, costs and expenses of
Professional Persons incurred in this Case, which fees, costs, and expenses
shall have been awarded by Final Order pursuant to ss.ss.330 or 503(b) of the
Bankruptcy Code.

     "Professional Fee Reserve" shall mean the amount of $35,000 held at
interest by Debtor's Counsel or the Liquidating Agents for the payment of
Professional Fees and post confirmation fees, costs and expenses of Professional
Persons.

     "Professional Persons" shall mean all attorneys, accountants and financial
consultants and other professional persons retained by a Final Order within the
meaning of ss.ss.327 or 1103 of the Bankruptcy Code or otherwise.

     "Pro Rata" shall mean the proportion that the Allowed Claim in a particular
Class bears to the aggregate amount of all Claims (including Disputed Claims
until allowed or disallowed) in such Class.

                 "Released  Parties" shall mean the Committee,  the Debtor, the
Professional   Persons,   the  Liquidating   Agent,   the  Liquidating   Agent's
Professionals  and  each  of  their  affiliates,   agents,  counsel,   advisers,
consultants, representatives,  investment bankers, other professionals and past,
present and future officers, directors, and employees of the foregoing.

     "Schedules" shall mean the Statement of Financial Affairs and Schedule of
Assets, Liabilities and Executory Contracts filed by the Debtor with the
Bankruptcy Court under Bankruptcy Rule 1007, as such Schedules have been or may
be amended from time to time.

     "Secured Claims" shall mean the Claims of the Lenders and the Equipment
Lessors and any other Claim that is secured, within the meaning of ss.506(a) of
the Bankruptcy Code.


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<PAGE>

     "Stock" shall mean all the issued and outstanding shares of capital stock
of the Debtor as of the Confirmation Date.

     "Unsecured Claim" shall mean any Claim that is not a Secured Claim, an
Administrative Claim or a Priority Claim. "Unsecured Creditors' Carve-out" shall
mean the sum of $125,000, plus the Excess Cash that the Lenders have made
available to pay the holders of Allowed Unsecured Claims, the Committee,
Professional Persons retained by the Committee as set forth in Final Orders of
the Court approving Debtors' use of cash collateral and, as modified herein, the
Liquidating Agent and the Liquidating Agent's Professionals.

                                   Article II
              Provision for the Treatment of Administration Claims

     Administrative Claims may be impaired. The Allowed Amount of such Claims
shall be satisfied, settled and discharged, in full, by the payment of their Pro
Rata share up to 100% of such Claims from Available Cash or with respect to
Allowed Professional Fees, from the Carve-Outs first and then from Available
Cash, on the later of the Consummation Date or the date such claims become
Allowed, or upon such terms as may be agreed upon between the Debtor, the
Committee, the Liquidating Agent and the respective Claimant entitled to such
payment, or in accordance with a Final Order of the Court; provided, however,
that for purposes of any payments to holders of Allowed Administrative Claims,
other than Allowed Administrative Claims of the Committee, the Liquidating Agent
and Professional Persons retained by the Committee or the Liquidating Agent by
Final Order, Available Cash shall not include the Unsecured Creditors'
Carve-out.


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<PAGE>

                                   Article III
                     Classification of Claims and Interests

     3.1 Classes. A Claim is in a particular class only to the extent that the
Claim falls within the description of that Class and is in a different Class to
the extent that the remainder of the Claim falls within the description of such
different Class. In addition, a Claim or Interest is in a particular Class only
to the extent that the Claim or Interest is an Allowed Claim.

          Class 1  - Secured Claims

          Class 2 -  Priority Claims

          Class 3  - Unsecured Claims

          Class 4 -  Holders of Common Shares of stock in Allied

          Class 5 -  Holders of Types and  Classes  of Stock in  Allied,
                     other than Common Stock, including without limitation,
                     preferred shares, warrants, options and convertible bonds.

            Unimpaired Claims. Only Claims in Class 1 are unimpaired.

                                   Article IV
                  Treatment of Classes of Claims and Interests

     4.1 Secured Claims. Class 1 Claims are not impaired and shall be satisfied,
settled and discharged, in full, by the payment of the proceeds of the sale of
the assets, less expenses, that secured such Secured Claims, or distribution to
the Claimant of the asset(s) on which such Claimant holds a Secured Claim or
upon such terms as may be agreed upon between the Debtor, the Committee, and the
respective Claimant entitled to such payment.

     4.2 Priority Claims. Class 2 Claims may be impaired and shall be satisfied,
settled and discharged, in full, by the payment of their Pro Rata share of
Available Cash up to100% of the Allowed Amount of such Claims on the later of



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the Consummation Date or on the date such Claims become Allowed, or upon such
terms as may be agreed upon between the Debtor and/or the Committee, and the
respective Claimant entitled to such payment.

     4.3 Unsecured Claims. Class 3 Claims are impaired. In full and complete
satisfaction, discharge and release of Class 3 Claims, the holders of Class 3
Claims shall receive their Pro Rata share of (a) the Available Cash (after the
Post Effective Date Reserve is funded and after all Administrative Claims,
Secured Claims and Priority Claims are paid in full, less any reserves with
respect thereto) and (b) Unsecured Creditors' Carve-out after payment of the
Allowed Claims of the Committee, Professional Persons retained by the Committee,
the Liquidating Agent and the Liquidating Agent's Professionals, on the later of
the Consummation Date, the date such Claims become Allowed, any additional
distribution date selected by the Liquidating Agent, or the Final Distribution
Date.

     4.4 Common Stock Interests. The holders of Class 4 Common Stock Interests
are impaired. Pursuant to the Plan, the New Stock will be issued by New Allied
and delivered to Champion following the Confirmation Date and promptly after the
Debtor receives the New Value from Champion.

     4.5 Holders of Types and Classes of Stock in Allied, other than Common
Stock. The holders of Class 5 interests are impaired. On the Effective Date, all
Class 5 Interests shall be deemed cancelled and holders of Class 5 Interests
shall receive no Distribution under the Plan.

                                    Article V
                         Means for Execution of the Plan

     5.1 The Confirmation Order shall appoint the Liquidating Agent which shall
be granted all the rights, powers and duties of a Trustee under Chapter 7 of the
Bankruptcy Code. The Liquidating Agent shall replace the Debtor in all


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litigation, adversary proceedings and contested matters commenced prior to the
Confirmation Date and shall, with the advice and the consent of the Committee,
prosecute claims of the Debtor to final conclusion. The significant majority of
the funds for the implementation of the Plan shall be derived from the
recoveries from the Bankruptcy Actions.

     5.2 The Liquidating Agent shall obtain a defalcation bond from a recognized
surety company for funds held following the Confirmation Date.

     5.3 Promptly following entry of the Confirmation Order

     (a)  New Allied shall transfer its corporate shell to Champion, free and
          clear of any and all public and private liens, interests, judgments,
          obligations and encumbrances.


     (b)  New Allied shall deliver all of its corporate books and records to
          Champion; provided, however, that the Debtor, the Committee and the
          Liquidating Agent shall be provided reasonable access to such books
          and records as may be reasonably necessary or appropriate, to
          implement or consummate this Plan and the provisions of this Plan.

     (c)  Champion shall terminate the present management and Board of
          Directors, and shall appoint David Roff as the Chairman of the Board
          and such other directors, as Champion, in its sole discretion deems
          appropriate.

     (d)  Champion shall amend the Articles of Incorporation and Bylaws of New
          Allied to (i) effect a quasi-reorganization for accounting purposes,
          (ii) provide the maximum indemnification or other protections to New
          Allied's officers and directors that is allowed under applicable law,
          (iii) conform to the provisions of the Plan and the Confirmation Order
          and (iv) set the authorized New Stock at fifty (50) million,
          post-reverse split, and (v) take all action necessary and appropriate
          to carry out the terms of the Plan.

     (e)  As part of the agreement to obtain the New Value Champion shall be
          authorized, without solicitation of or notice to shareholders, to
          issue (i) 2,000,000 shares of New Stock to the new management of New
          Allied and (ii) 4,000,000 free trading shares to new investors in New
          Allied, in the sole and unfettered discretion of Champion. New Stock
          is to be issued on a post-reverse split basis.


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<PAGE>

     5.4 The Confirmation Order shall determine, as of the date of its entry,
(a) that New Allied is a corporation in good standing, (b) that Champion is
acquiring New Allied's corporate shell in good faith, and (c) shall direct the
appropriate governmental agency to issue a Certificate of Good Standing for New
Allied effective as of the Confirmation Date.

     5.5 The Lenders shall deliver the Unsecured Creditors' Carve-out to the
Liquidating Agent and the Debtor's Counsel shall deliver the Available Cash to
the Liquidating Agent, if any, in its possession, less the Professional Fee
Reserve, which Debtor's Counsel shall retain at interest until entry of a Final
Order(s) of the Court fixing Professional Fees and Debtor' Counsel shall
disburse sums in accordance therewith. Debtor's Counsel shall retain excess
funds remaining in the Professional Fee Reserve for ninety (90) days following
the Effective Date to pay post confirmation fees, costs and expenses of
Professional Persons. Thereafter, any sums remaining in the Professional Fee
Reserve shall be promptly delivered to the Liquidating Agent for distribution in
accordance with this Plan.

     5.6 The Liquidating Agent shall hold all funds delivered to him in his
capacity as Liquidating Agent in interest bearing accounts and shall establish
the Post Effective Date Reserve. Any Cash remaining in the Post Effective Date
Reserve, immediately prior to the Final Distribution Date, shall be treated as
Available Cash for distribution to Creditors as provided in Articles II and IV
herein.

     5.7 Distributions to holders of Allowed Claims pursuant to this Plan shall
be paid by checks drawn on the Liquidating Agent's checking account for the
Case. The Confirmation Order (and any subsequent Final Orders) shall be a final
determination as to the rights of all Claimants and Interest holders to
participate in the Distributions under the Plan, whether or not (a) a proof of

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<PAGE>

claim is filed or deemed filed under ss.501 of the Bankruptcy Code, (b) such
Claim is an Allowed Claim, or (c) the holder of such Claim has accepted the
Plan. The Liquidating Agent shall make payments and Distributions to holders of
Allowed Claims only in accordance with the Plan. Distributions of Cash pursuant
to the Plan shall be rounded down to the nearest whole dollar.

     5.8 The Liquidating Agent shall commence such Bankruptcy Actions as the
Liquidating Agent in its sole discretion shall deem appropriate. The Liquidating
Agent may litigate the merits of each such action until determined by Final
Order.

     5.9 Objections to Claims. The Liquidating Agent shall continue the
retention of Committee Counsel as its counsel or such other counsel as selected
by the Committee, and shall have the exclusive right, within the first ninety
(90) days following the Confirmation Date, or during such additional time
requested for cause shown and authorized by Final Order, to object to any and
all Claims (except the Claims of Secured Creditors) and to litigate, settle or
withdraw any objection to Disputed Claims. Unless otherwise ordered by the
Court, or agreed to by written stipulation approved by a Final Order, or until
the objection thereto is withdrawn or contested matter or adversary proceeding
dismissed, the Liquidating Agent may litigate the merits of each Disputed Claim
until determined by Final Order. Any Claim for which no objection or contested
matter or adversary proceeding addressed to a Claim has been filed on or before
ninety (90) days after the Confirmation Order becomes a Final Order, unless such
date is extended by the Court, shall be deemed an Allowed Claim in such amount
as is set forth in a proof of claim filed with the Court, or if no proof of
claim is filed, as listed in the schedules filed by the Debtor with the Court
pursuant to Rule 1007 of the Federal Rules of Bankruptcy Procedure and not
identified as disputed, contingent or unliquidated as to amount.


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     5.10 Payments and Distributions on Disputed Claims.

     a. Notwithstanding any other provision of this Plan, no distributions will
be made with respect to a Disputed Claim until resolution of such dispute by a
Final Order. During the time a Claim is a Disputed Claim it shall receive no
post Confirmation Date interest or penalties in connection therewith. As soon as
practicable after the date on which a Disputed Claim becomes an Allowed Claim,
the holder of such Allowed Claim will receive all distributions to which such
holder is then entitled under this Plan on account of such Allowed Claim. Any
Person who holds both an Allowed Claim and a Disputed Claim will receive the
appropriate distribution on the Allowed Claim, and no distribution will be made
on the Disputed Claim until such dispute is resolved by a Final Order.

     b. In addition, the Liquidating Agent may at any time request that the
Bankruptcy Court estimate any Claim under ss.502(c) of the Bankruptcy Code,
regardless of whether such Claim has been previously objected to or whether the
Bankruptcy Court has ruled on any such objection. In the event that the
Bankruptcy Court estimates any Claim, the estimated amount will constitute
either the Allowed Amount of such Claim or a maximum limitation on such Claim,
as determined by the Bankruptcy Court.

     5.11 Unclaimed Distributions. Unclaimed Distributions (including
Distributions made by checks which fail to be negotiated) shall be retained by
the Liquidating Agent and held in trust for the beneficial holders of Allowed
Claims entitled thereto for a period of ninety (90) days after the Distribution
date. Any Distribution remaining unclaimed ninety (90) days after the
Distribution date shall be canceled (by a stop payment order or otherwise), the
Claim(s) relating to such Distributions(s) shall be deemed forfeited and
expunged and the holder of such Claim shall be removed from the Distribution
schedule and shall receive no further Distributions under this Plan. Any and all


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canceled Distributions shall be deemed Available Cash and shall be distributed,
after payment of any Professional Fees incurred in connection therewith, to the
holders of Class 3 Claims in accordance with paragraph 4.3 of this Plan.

     5.12 Mailing of Distributions. All Distributions shall be made by check and
shall be deemed made at the time such check is duly deposited in the United
States mail, postage prepaid, to the holders of Claims at the address listed on
their respective proofs of claim filed with the Court, or if no proof of claim
was filed, the latest mailing address filed by the holder of an Allowed Claim
entitled to a distribution, or if no such mailing address has been filed, the
mailing address reflected on the Schedules.

     5.13 Maintenance and Proceeds of Bankruptcy Actions. From and after the
Effective Date, the Liquidating Agent and no other entity shall be authorized to
assert and litigate all Bankruptcy Actions for Distribution under this Plan. The
Liquidating Agent may settle any such controversy without Bankruptcy Court
approval if the amount in controversy or sum to be recovered is less than
$10,000. Any recoveries shall be held by the Liquidating Agent for distribution
to holders of Allowed Claims in accordance with Articles II and IV of the Plan
until a Distribution date, or such date to be determined by the Liquidating
Agent in consultation with the Committee. All costs and expenses incurred by the
Liquidating Agent in connection with the pursuit of any Bankruptcy Actions
(including Professional Fees and disbursements) shall be paid out of first, from
the Unsecured Creditors' Carve-out and next, from Available Cash.

     5.14 Notwithstanding any other provision of this Plan, including, without
limitation, paragraphs 5.9 and 5.13, above, the Liquidating Agent shall have no
right or authority, nor shall any other person or entity have the right or
authority, to assert or prosecute any claims, causes of action or rights
specifically released pursuant to the terms of the Plan or the Confirmation
Order. Pursuant to the Unsecured Creditors' Carve-out, in exchange for the


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benefits of the carve-out, the Committee agreed on behalf of the Committee, the
Liquidating Agent and any superceding trustee in Bankruptcy, to waive any and
all claims against the Lenders that the Debtors, their estates or the creditors
now possesses or in the future may possess.

     5.15 Setoffs. The Liquidating Agent may, but shall not be required to,
setoff against the payments and/or Distribution of other property to be made
under this Plan in respect of any Claim of any nature whatsoever the Debtor may
have against the holder of such Claim, but neither the failure to do so nor the
allowance of any Allowed Claim hereunder shall constitute a waiver of any such
Claim the Debtor may have against such holder.

     5.16 Saturday, Sunday or Legal Holiday. If any payment or act under this
Plan is required to be made or performed on a date that is not a Business Day,
then the making of such payment or the performance of such act may be completed
on the next succeeding Business Day, but shall be deemed to have been completed
as of the required date.

     5.17 Fractional Cents; Multiple Distributions.

     (a) Notwithstanding any other provisions of this Plan to the contrary, no
payment of fractional cents will be made under this Plan. Cash will be issued to
holders entitled to receive a Distribution of Cash in whole cents (rounded to
the nearest whole cent). To the extent that cash remains undistributed as a
result of rounding of such fractions, such Cash shall be treated as unclaimed
property under the Plan.

     (b) If any creditor shall be entitled to an interim distribution in an
amount less than $1.00, such distribution may instead be held by the Liquidating
Agent and distributed to such creditor together with any additional distribution
made to such creditor on the Final Distribution Date.


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     5.18 Post Confirmation Reports. All post confirmation reports shall be
prepared and filed the Liquidating Agent. Post confirmation fees payable to the
Office of the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6)
shall be paid by the Liquidating Agent out of Available Cash.

     5.19 Post-Confirmation Professional Services. The Professional Persons may,
from time to time, provide professional services following the Confirmation
Date. Such services shall be paid from the Professional Fee Reserve and/or
Available Cash, subject to the limitations set forth in Article II for payment
of Allowed Administrative Claims. The Liquidating Agent may retain the
Liquidating Agent's Professionals following the Confirmation Date to render
services including objections to claim, the calculation and distribution of
Available Cash and such Liquidating Agent's Professionals' fees, costs and
expenses, shall be paid first, from the Unsecured Creditors' Carve-out and next,
from Available Cash. Fees, costs and expenses of (a) the Professional Persons or
(b) the Liquidating Agent and the Liquidating Agent's Professionals, shall be
paid within ten (10) days after submission of a bill to Debtor's Counsel or the
Liquidating Agent, as the case may be, with copies to counsel to the Committee,
the Liquidating Agent and the Office of the United States Trustee, provided that
no objection to the payment is received by Debtor's Counsel or the Liquidating
Agent, as the case may be, during such ten (10) day period. If an objection is
asserted and remains unresolved, the Professional Person, the Liquidating Agent
or the Liquidating Agent's Professionals against which the objection is asserted
may file an application for allowance with the Court and such fees, costs and
expenses will be paid in such amounts and from such funds as shall be directed
by Final Order of the Court, allowing such fees, costs and expenses.


                                       18
<PAGE>

                                   Article VI
                              The Liquidating Agent

     6.1 The duties of the Liquidating Agent are only as herein specifically
provided in this Plan.

     6.2 (a) The Liquidating Agent shall establish the reserves contemplated by
this Plan, shall complete the collection or liquidation of the Assets, the
Bankruptcy Actions in accordance with the terms, conditions and limitations of
this Plan, and shall make the Distributions contemplated by this Plan. The
Liquidating Agent shall have the right to hire and retain attorneys and other
advisers. All reasonable fees and expenses incurred by the Liquidating Agent
shall be paid from the Post Effective Date Reserve, Available Cash and/or the
Unsecured Creditors' Carve-out.

     (b) The Liquidating Agent, under the supervision of the Committee and
subject to the terms, conditions and limitations set forth in this Plan, is
authorized and empowered to investigate, prosecute, and if necessary, litigate
any claims or causes of action constituting Assets on behalf of the Debtor and
shall have standing as an estate representative to pursue such Assets,
Bankruptcy Actions and Claims objections and may assert any defenses that may
otherwise have been asserted by a "trustee" under the Bankruptcy Code. The
Liquidating Agent shall also be vested with all rights, powers and benefits
afforded to a "trustee" under ss.ss.704 and 1106 of the Bankruptcy Code. The
Liquidating Agent is also authorized to take any and all other actions necessary
or appropriate to implement or consummate this Plan and the provisions of this
Plan.

     6.3 The Liquidating Agent shall incur no liability whatsoever for any
action taken, or failure to act, except for its own gross negligence or willful
misconduct.

                                       19
<PAGE>

     a.   In the performance of its duties hereunder, the Liquidating Agent
          shall be entitled to rely upon any document, instrument or signature
          reasonably believed to be genuine.

     b.   The Liquidating Agent may assume that any party purporting to give any
          notice in writing has been duly authorized to do so.

     c.   The Liquidating Agent shall be paid from Available Cash compensation
          for the services to be rendered as Liquidating Agent at the customary
          hourly rate of $275 per hour or such other hourly rate agreed to by
          the Committee and the Lenders and shall be reimbursed for all expenses
          and reasonable out of pocket disbursements in connection with carrying
          out its duties hereunder. The Liquidating Agent shall have the right
          to retain LaMonica, Herbst and Maniscalco, LLP for the limited purpose
          of conducting claims analysis review and distributions to creditors at
          a paralegal rate not to exceed $85.00 per hour. The retention of
          LaMonica, Herbst and Maniscalco, LLP as attorneys for the Liquidating
          Agent is subject to entry of a Final Order of the Court approving the
          retention of the firm.

     d.   The Liquidating Agent shall obtain insurance, paid with Available
          Cash, which shall indemnify the Liquidating Agent for and hold it
          harmless against any loss, liability or expense incurred without gross
          negligence or willful misconduct on the part of the Liquidating Agent
          in carrying out its duties hereunder, including the costs and expenses
          of defending itself against any claim of liability.

     e.   The provisions of subparagraph (d) of this Article 6.3 shall survive
          the termination of this Plan.

     6.4 The Liquidating Agent shall prepare and maintain distribution schedules
with respect to all Classes of Claims. As soon as practicable following the
Confirmation Date, but no later than the Consummation Date, the Debtor shall
prepare and deliver to the Liquidating Agent Distribution schedules with respect
to Administrative Claims (except for Professional Fees), and for all other
Classes of Claims, including Disputed Claims. Except as otherwise agreed by the
affected Claimant or as estimated under a Final Order, the entire amount of the
Disputed Claim shall be included in the schedules for purposes of computing any
initial Pro Rata Distribution payable to Class 3 Claimants under Article IV of
the Plan. The Liquidating Agent shall reserve and maintain the Pro Rata


                                       20
<PAGE>

Distribution payable to a holder of a Disputed Claim until entry of a Final
Order with respect to such Claim. When all objections to all Claims have been
resolved by a Final Order and all Assets have been converted to Cash or
abandoned, the Liquidating Agent shall compute the Final Pro Rata Share and
distribute the Available Cash on the Final Distribution Date.

     6.5 Turnover of Lenders' Collateral. If the Liquidating Agent comes into
possession of assets subject to the lien of the Lenders, he shall forthwith
deliver such assets in the form received to Lenders' counsel, Herrick Feinstein,
2 Park Avenue, New York, New York 10016, Attn: Andrew Gold, Esq.

     6.6 Termination of Duties of Liquidating Agent. Upon the completion of the
liquidation of the Debtor' Assets and distribution of the Available Cash in
accordance with the Plan, the duties, powers, responsibilities and rights of
Liquidating Agent shall terminate, ipso facto.

                                   Article VII
                                  The Committee

     7.1 Until all Distributions have been made in accordance with the terms of
this Plan, the members of the Committee shall constitute the Committee.

     7.2 The Committee shall direct and control the liquidation of the Debtor'
Assets and the prosecution of objections to Claims pursuant to the Plan and
shall direct, oversee and control all activity of the Liquidating Agent. The
Liquidating Agent shall serve at the pleasure of the Committee. Professional
Persons who served as professionals to the Committee prior to the Effective Date
may also continue to serve as professionals to the Committee thereafter.
Committee Counsel shall also serve as special litigation counsel to the
Liquidating Agent in connection with the Bankruptcy Actions and other matters at
the discretion of the Liquidating Agent.


                                       21
<PAGE>

     7.3 In the event that a vacancy occurs on the Committee by reason of death,
resignation or retirement, or because a designee of a member of the Committee
shall no longer be employed by such member, the vacancy thereby created shall be
filled within thirty (30) days thereafter by a person designated by the member
of the Committee that employed the former designee or with whom the former
designee was affiliated. In the event such member of the Committee fails to
designate a successor representative to serve on the Committee, the vacancy may,
but need not, be filled by a designee of a majority of the remaining members of
the Committee from among the employees or representatives of the remaining
holders of Class 3 Claims.

     7.4 Upon the occurrence of any one of the following events, and effective
immediately upon such occurrence, a member of the Committee shall be deemed to
have resigned from the Committee if such member

          a. Shall assign all or any portion of its Claim other than as security
     for an obligation of, or to an affiliate of, such Claimant, or

          b. Releases the Debtor from payment of all or a portion of its Claim.

Any vacancy created as a result of the foregoing may, but need not, be filled by
a designee of a majority of the remaining  members of the  Committee  from among
the employees or representatives of the remaining holders of the Class 3 Claims.

     7.5 The Committee shall function as such whether or not any vacancy is
filled. No holder of a Class 3 Claim shall have more than one representative on
the Committee at any given time.

     7.6 The Committee shall act by a majority vote of its members present and
voting, either with or without formal meetings.

     7.7 The Committee shall have the power and right, upon such terms and
conditions as the Committee may determine, to waive, modify or excuse
performance of any of the covenants of the Debtor or the Liquidating Agent set
forth in the Plan, but such waiver or excuse shall not be deemed to constitute a
waiver of any other term or provision of this Plan or waiver or excuse of the
same covenant on a different occasion.


                                       22
<PAGE>

     7.8 Members of the Committee and their designees shall serve without
compensation. However, the Debtor or the Liquidating Agent shall reimburse each
member of the Committee, out of the Post Effective Date Reserve, for all
reasonable post-Confirmation Date out-of-pocket expenses or disbursements
incurred by it or its designee in the performance of its duties as a member of
the Committee, or a designee thereof.

     7.9 Neither the Committee nor any member of the Committee, Committee
Counsel, or any of its employees, professions or agents, shall be liable for any
action taken, or failure to act as a member of the Committee, except for its own
gross negligence or willful misconduct. The Available Cash shall be used to
indemnify and hold harmless the Committee, its members, and its professionals,
and the Liquidating Agent and the Liquidating Agent's Professionals, from and
against any and all liabilities, expenses, claims damages or losses incurred by
them as a direct result of acts or omissions taken by them in their capacities
as members or agents for the Committee or the Liquidating Agent, except for
their gross negligence or willful misconduct.

     7.10 Upon the completion of the Distributions to be made to the holders of
Class 3 Claims in accordance with the Plan, the duties, powers, responsibilities
and rights of the Committee and its agents shall terminate, ipso facto.



                                       23
<PAGE>

                                  Article VIII
                    Executory Contracts and Unexpired Leases

     8.1 Rejection of Executory Contracts and Unexpired Leases. All executory
contracts and unexpired leases to which the Debtor is a party, which were not
previously rejected by the Debtor, shall be deemed rejected and disaffirmed as
of the Confirmation Date.

     8.2 Filing of Claims. Each entity who is a party to any executory contract
rejected pursuant to this Article VIII shall be entitled to file, no later than
thirty (30) days following the Confirmation Date, a proof of Claim for damages,
if any, alleged to arise from the rejection of such executory contract or
unexpired lease. A copy of the proof of claim must be delivered to the Debtor's
Counsel, the Committee's Counsel and the Liquidating Agent. The failure of such
entity to file a proof of Claim within the period prescribed shall forever bar
such entity from asserting any Claim for damages arising from the rejection of
such executory contract or unexpired lease. The filing of any such proof of
Claim shall be without prejudice to any and all rights the Liquidating Agent may
have to object to the allowance thereof.

                                   Article IX
                             Injunction and Release

     9.1 Except as otherwise expressly provided in this Plan, the Confirmation
Order shall operate as an injunction against the commencement or continuation of
any action or the employment of any process to collect, offset or recover any
sums against the Released Parties with respect to

     a.   any Claim or interest thereon, whether or not a proof of Claim is
          filed or deemed filed under ss.501 of the Bankruptcy Code, such Claim
          or interest becomes an Allowed Amount under ss.502 of the Bankruptcy
          Code or the holder of such Claim has accepted the Plan, and whether or
          not such Claim is reduced to judgment, liquidated or unliquidated,
          contingent or noncontingent, asserted or unasserted, fixed or unfixed,
          matured or unmatured, disputed or undisputed, legal or equitable,


                                       24
<PAGE>

          known or unknown, that arises or may arise from any agreement of the
          Debtor entered into or obligation of the Debtor incurred before the
          Confirmation Date, or from any conduct of the Debtor prior to the
          Confirmation Date, or that otherwise arose before the Confirmation
          Date and

     b.   any liability of a kind specified in ss.ss.502(g), 502(h), and 502(i)
          of the Bankruptcy Code, whether or not a proof of claim is filed or
          deemed filed under ss.501 of the Bankruptcy Code, such Claim becomes
          an Allowed Amount under ss.502 of the Bankruptcy Code, or the holder
          of such Claim has accepted the Plan.

     9.2 Except for their obligations under the Plan, as of the Effective Date

     a.   the Released Parties shall be deemed to have exchanged mutual general
          releases of all Claims by and among them, and

     b.   all creditors, interest holders and other parties in interest in this
          Case shall be deemed to have granted a complete release, waiver and
          discharge of the Released Parties with respect to all claims, causes
          of action, rights and liabilities addressed and released by the Plan.

     9.3 General Injunction. Exclusive of any applications or appeals pending as
of the Confirmation Date, all holders of Claims against or Interests in the
Debtor shall forever be enjoined from the commencement or continuation in any
manner, or any action or other proceeding of any kind, the employment of
process, or any act to assert a Claim for relief against the Released Parties,
in respect of:

     a.   Any actions taken during the course of the Jointly Administered
          Debtors' Cases;

     b.   The Plan;

     c.   The authorization for or the formulation, negotiation, confirmation or
          consummation of the Plan;

     d.   Distributions, payments or transfers made under and in accordance with
          the provisions of the Plan;

     e.   Any other matter, claim, cause of action, right or liability released
          pursuant to the Plan including paragraphs 9.2 above and 9.7 below;

     f.   Acts performed pursuant to the Plan; or


                                       25
<PAGE>

     g.   Any matter released pursuant to the terms of the Plan, including
          paragraphs 9.2 above or 9.7 below.

     9.4 Injunction against Recording and Taxing Authorities. As of the
Effective Date, any and all federal state and local taxing authorities shall be
permanently enjoined from the commencement or continuation of any action to
collect any transfer taxes from the Debtor, any Released Party, or the Interest
Holders, which shall in all events be exempt from payment as provided under
Section 1146(c) of the Bankruptcy Code, and the Confirmation Order shall so
provide.

     9.5 Discharge of Liquidating Agent. The Liquidating Agent shall be
discharged of and from his responsibilities and obligations as Liquidating
Agent, automatically and without further act or deed on the part of any entity,
on the date of the clearance of the final Distribution in the Jointly
Administered Debtors' Cases and after the payment of all Allowed Claims of
Professional Persons as provided in the Plan.

     9.6 The automatic stay pursuant to Section 362 of the Bankruptcy Code shall
continue in effect until the final Distribution of Available Cash under the
Plan.

     9.7 Limitation of Liability. Except as expressly set forth herein or in the
Confirmation Order and without limiting the scope or effectiveness of the
releases granted in this Plan, effective on the Effective Date, none of Released
Parties shall have or incur any liability for any past, present or future
actions taken or omitted to be taken before, on or after the Filing Date under
or in connection with, related to, affecting or arising out of the Debtor, any
of the Debtor's operations, the filing of the chapter 11 petition, the Case, the
administration of the Debtor's Cash, Assets, real and personal property, the
negotiation, implementation, pursuit of confirmation of the Plan, the
Consummation and administration of the Plan, the sale and liquidation of the

                                       26
<PAGE>

Assets, and the property to be distributed under this Plan, except by reason of
his, her or its gross negligence or willful misconduct, and in all respects, the
Released Parties shall be entitled to rely upon the advice of counsel with
respect to his, her or its duties and responsibilities under the Plan. The Plan
shall constitute a release by all past, present or future holders of Claims or
Interests, directly or indirectly, to effect the foregoing, effective as of the
Confirmation Date, but subject to the occurrence of the Effective Date, and the
Confirmation Order shall so provide.

     9.8 Notwithstanding anything to the contrary contained in this Article IX,
none of the injunctions and releases provided for herein shall limit, affect or
otherwise impair the right of governmental authorities to assert Police Power
Claims, as appropriate, against any entity.

                                    Article X
            Certain Provisions Regarding New Allied and the New Stock

     10.1 Take Required Actions.

     (a) Without shareholder approval, the Board of Directors of New Allied
shall be authorized to take any and all action necessary or appropriate to
effectuate any amendments to New Allied's Certificate of Incorporation and/or
Bylaws called for under the Plan and the Board of Directors and officers of New
Allied shall be authorized to execute, verify, acknowledge, file and publish any
and all instruments or documents that may be required to accomplish same.

     (b) New Allied shall amend its charter in conformance with section
1123(a)(5)(I) of the Bankruptcy Code. The amended charter or bylaws shall, among
other provisions: (i) authorize the issuance of the New Stock; and (ii) prohibit
the issuance of nonvoting equity securities to the extent required by section
1123(a)(6) of the Bankruptcy Code. The amended charter and bylaws will become
effective upon (i) Confirmation of the Plan, and (ii) the occurrence of the
Effective Date.

                                       27
<PAGE>

     10.2 Exemption From Registration Under Section 1145 of the Bankruptcy Code.

     The New Stock will be issued without being registered under the Securities
Act of 1933 (the "Act") or equivalent state securities or "blue sky" laws, in
reliance on the exemption from registration provided by section 3(a)(7) of the
Act (15 U.S.C. Section 77(c)(a)(7) and Section 1145(a)(1) of the Bankruptcy
Code.

     10.3 Notwithstanding anything contained in this Article X, in Section 4.4
or any other provision of this Plan to the contrary, the exchange for stock by
Champion and the actions to be taken by New Allied pursuant to the Plan as
provided hereunder, shall be at no cost to the Debtor or its estate.

                                   Article XI
                            Miscellaneous Provisions

     11.1 Effect of Confirmation. The Distributions and other treatment afforded
holders of Claims and Interests under this Plan shall be the only payments
received by the holders of Claims against and Interests in the Debtor.

     11.2 Entire Agreement. The Plan and the Confirmation Order, including any
exhibits to the Plan set forth the entire agreement and understanding among the
parties hereto relating to the subject matter hereof and supersede all prior
discussions and documents. No party shall be bound by any terms, conditions,
definitions, warrants, understandings or representations with respect to the
Plan other than as are expressly provided for herein. Should any provision in
the Plan be determined to be unenforceable by a court of competent jurisdiction,
such determination shall in no way limit or affect the enforceability and
operative effect of any and all other provisions of the Plan. The duties, rights



                                       28
<PAGE>

and obligations of any person or entity named or referred to in the Plan shall
be binding upon, inure to the benefit of and shall be the responsibility of, the
successors and assigns of such person or entity.

     11.3 Headings. The headings of the Articles, paragraphs and sections of the
Plan are inserted for convenience only and shall not affect the interpretation
hereof. The Plan, including any exhibits and other attachments hereto, shall
constitute the entire Plan, subject to amendment or modification solely as
provided herein. Article I of the Plan is and shall be regarded as an integral,
substantive and operative part of the Plan.

     11.4 Post-Consummation Effectiveness of Evidence of Claims or Interest.
Evidence of Claims or Interests shall, upon the Effective Date, represent only
the right to participate in the Distributions contemplated by the Plan and
otherwise shall have no further force or effect. 11.5 Modification of the Plan.
The Debtor may amend or modify this Plan in accordance with ss.1127(b) of the
Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency
in the Plan in such manner as may be necessary to carry out the purpose and
intent of the Plan. On or before substantial consummation of the Plan, the
Debtor or the Committee may issue, execute, deliver or file with the Bankruptcy
Court or record any agreements and other documents, and take any action as may
be necessary or appropriate to effectuate, consummate and further evidence the
terms and conditions of the Plan.

     11.6 Payment of Statutory Fees. All fees payable pursuant to ss.1930 of
title 28 of the United States Code, as determined by the Bankruptcy Court at the
Confirmation Hearing, shall be paid on or before the Effective Date. The
Liquidating Agent shall pay fees that accrue under ss.1930 of title 28 until a
Final Decree is entered in this Case, or the Court otherwise orders, out of
Available Cash and/or the Post Effective Date Reserve. The Liquidating Agent
shall submit U.S. Trustee quarterly fee status reports with each quarterly fee
paid after Confirmation of this Plan.


                                       29
<PAGE>

     11.7 No Interest or Attorneys' Fees. Unless otherwise specifically provided
for in the Plan or Confirmation Order or Allowed by a Final Order of the
Bankruptcy Court, post-petition interest shall not accrue or be paid on Claims,
and no holder of a Claim or Interest shall be entitled to such interest or any
penalty or late charge accruing on or after the Filing Date on any such Claim or
Interest. Interest shall not accrue or be paid upon any Disputed Claim with
respect to the period the Filing Date to the date paid with respect to such
Claim once Allowed. No attorneys' fees will be paid by the Debtor with respect
to any Claim or Interest except as expressly specified herein or Allowed by a
Final Order of the Bankruptcy Court.

     11.8 Defenses with Respect to Unimpaired Claims. Except as otherwise
provided in this Plan, nothing shall affect the rights and legal and equitable
defenses of the Debtor with respect to any unimpaired Claim, including but not
limited to, all rights in respect of legal and equitable defenses to setoffs or
recoupments against unimpaired Claims.

     11.9 Failure of Bankruptcy Court to Exercise Jurisdiction. If the
Bankruptcy Court abstains from exercising or declines to exercise jurisdiction,
or is otherwise without jurisdiction over any matter arising out of this Case,
including any of the matters set forth in this Plan, this Plan shall not
prohibit or limit the exercise of jurisdiction by any other court of competent
jurisdiction with respect to such matter.

     11.10 Governing Law. Except to the extent that the Bankruptcy Code or any
other federal law is applicable or to the extent the law of a different
jurisdiction is validly elected by the Debtor, the rights, duties and
obligations arising under the Plan shall be governed in accordance with the
substantive laws of the United States of America and, to the extent federal law
is not applicable, the laws of the State of New York.


                                       30
<PAGE>

     11.11 Notice. Any notice described in or required by the terms of this Plan
shall be deemed to have been properly given (a) if mailed, five (5) days after
the date of mailing, or (b) if sent via facsimile, on the date of the
transmission confirmation, to

                           The  Debtor  c/o  its  Attorneys,
                           Marilyn  Simon  & Associates
                           280 Madison  Avenue,  5th floor New York,
                           New  York  10016
                           Facsimile  # (212)  686-1544
                           Attn: Marilyn Simon, Esq.

                           The Committee
                           c/o its Attorneys
                           Westerman, Ball, Ederer, Miller & Scharfstein
                           170 Old Country Road
                           Mineola, New York 11501
                           Facsimile # (516) 622-9212
                           Attn:  Thomas A. Draghi, Esq.

                           Joseph S. Maniscalco, Esq.
                           The Liquidating Agent
                           c/o LaMonica, Herbst and Maniscalco, LLP
                           3305 Jerusalem Avenue
                           Wantagh, New York 11793
                           Facsimile # (516) 826-0222

or to such other address as the recipient may give written notice in accordance
with the provisions of this paragraph of the Plan.

     11.12 Revocation. The Debtor reserves the right to revoke and withdraw this
Plan at any time prior to the Confirmation Date. If the Plan is revoked or
withdrawn, it shall be deemed null and void, and in such event, nothing
contained herein shall be deemed to constitute a waiver or release of any Claim
by or against the Debtor, the Committee, or any other entity, or to prejudice in
any manner, the rights of the Debtor, the Committee, or any entity in any
further proceeding involving the Debtor or the Committee.


                                       31
<PAGE>

     11.13 Substantial Consummation. The Plan will be deemed substantially
consummated, as such term is used in ss.1101(2) of the Bankruptcy Code, upon the
commencement of Distributions to the holders of any class of Claims under this
Plan. Following such substantial consummation, any appeal, rehearing or other
post-confirmation motion of any nature with respect to this Plan or the
Confirmation Order except as specifically provided herein or therein shall be
rendered moot and no longer justiciable.

     11.14 Cramdown. If any impaired Class fails to accept the Plan in
accordance with ss.1129(a) of the Bankruptcy Code, the Debtor will request that
the Court confirm the Plan in accordance with the provisions of ss.1129(b) of
the Bankruptcy Code.

     11.15 Confirmation. This Plan may be confirmed if there is insufficient
Cash to pay a distribution to any Class of Claims, provided that (i) no junior
class receives any distribution until all superior classes are paid in full and
(ii) if there is insufficient Cash to pay any superior Class in full, such Class
receives its Pro Rata share of Available Cash.

     11.16 Continuation of Prior Orders. Entry of a Confirmation Order shall not
supercede or affect any prior Orders entered by the Court.

     11.17 Reservation of Rights. In the event that this Plan is not confirmed
or that the Effective Date does not occur, the rights of all parties in interest
in the Case shall be reserved in full.

                                   Article XII
                            Retention of Jurisdiction

     Notwithstanding the entry of the Confirmation Order, the occurrence of the
Effective Date or the closing of the Case, the Court shall retain and have
jurisdiction of this proceeding under the provisions of the Bankruptcy Code,
including, without limitation, ss.1142(b) thereof and of the Federal Rules of



                                       32
<PAGE>

Bankruptcy Procedure, and all matters arising out of, and related to the Case
and the Plan, and to ensure that the intent and the purpose of the Plan is
carried out and given effect. Without limitation by reason of specification, the
Court shall retain and have jurisdiction for the following purposes:

     a.   To consider any modification of the Plan pursuant toss.1127 of the
          Bankruptcy Code and/or any modification of the Plan after substantial
          consummation thereof,

     b.   To hear and to determine:

          (i)  all controversies, suits and disputes, if any, as may arise in
               connection with the interpretation or enforcement of the Plan,

          (ii) all controversies, suits and disputes, if any, as may arise
               between or among the holders of any Class of Claims or Interests
               and the Debtor,

          (iii) all claims and causes of action which may exist on behalf of the
               Debtor, including Bankruptcy Actions,

          (iv) applications for allowance of compensation and objections to
               Claims which have been or may be timely asserted in accordance
               with orders of this Court or this Plan,

          (v)  any and all pending applications, adversary proceedings,
               litigated matters and contested matters, and

          (vi) matters concerning state, local and federal taxes in accordance
               with ss.ss.345, 505 and 1146 by the Bankruptcy Code.

     c.   To ensure that Distributions are accomplished as provided herein, and
          to resolve any dispute or issue concerning Distributions,

     d.   To protect the property of the Estate and the Assets from adverse
          claims or interference inconsistent with the Plan,

     e.   To interpret and enforce orders previously entered in any of the
          Jointly Administered Debtors' Cases to the extent such orders are not
          superseded or inconsistent with this Plan,

     f.   To recover all Assets of the Debtor and property of the Estate for
          Distribution under the Plan,


                                       33
<PAGE>

     g.   To hear, determine and resolve any actions or controversies by or
          against the Liquidating Agent or Committee or the conduct, action,
          inaction or omission of the Liquidating Agent or Committee after the
          Effective Date, and

     h.   To perform any other functions set forth in the Confirmation Order.

Dated:  Central Islip, New York
         July 23, 2003                     ALLIED DEVICES CORPORATION


                                           By:      /s/Paul M. Cervino
                                                    ----------------------------
                                                    Paul M. Cervino, President




                                       34