BUNCE D. ATKINSON, ESQ.
ATKINSON & DeBARTOLO, P.C.
The Galleria, 2 Bridge Avenue
Building Two, Third Floor
P.O. Box 8415
Red Bank, New Jersey  07701
(732) 530-5300
BA9186
Attorneys for Debtor-in-Possession



--------------------------------------------------------------------------------
                                                  UNITED STATES BANKRUPTCY COURT
IN RE:                                            DISTRICT OF NEW JERSEY
                                                  NEWARK VICINAGE
AZUREL, LTD.,                                     CHAPTER 11
                                                  CASE NO. 01-31034NLW
              Debtor.



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

                                       FIRST MODIFIED PLAN OF REORGANIZATON

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

         Debtor/Plan Proponent respectfully submits its Plan of Reorganization
pursuant to Chapter 11, Title 11 of the United States Code in the form annexed
hereto and made a party hereof.


Dated:      Name of Debtor/Plan Proponent:    AZUREL, LTD.


            By:                               ____________________________
                                              EDWARD ADAMCIK, V.P. of Operations

                                                 TABLE OF CONTENTS
<PAGE>

                                                                           Page

I.       INTRODUCTION      .        .       .        .        .        .     1

II.      CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 1
         A.       General Overview  .       .        .        .        .      1
         B.       Definitions       .       .        .        .        .      1
         C.       Unclassified Claims       .        .        .        .      7
1.       Administrative Expenses and Fees   .        .        .        .      7
                  2.       Priority Tax Claims       .        .        .      8
         D.       Classified Claims and Interests    .        .        .      8
                  1.       Classes of Secured Creditors       .        .      8
                  2.       Priority Non-Tax Claims   .        .        .      9
                  3.       Class of General Unsecured Claims  .        .     10
                  4.       Class(es) of Equity Interest Holders        .     11
E.       Acceptance or Rejection of Plan    .        .        .        .     11
         F.       Means of Effectuating the Plan     .        .        .     12
                  1.       Funding for the Plan      .        .        .     12
                  2.       Post-Confirmation Management       .        .     12
                  3.       Disbursing Agent .        .        .        .     12

III.     TREATMENT OF MISCELLANEOUS ITEMS   .        .        .        .     13
         A.       Executory Contracts and Unexpired Leases    .        .     13
                  1.       Assumptions      .        .        .        .     13
                  2.       Rejections       .        .        .        .     13
         B.       Changes in Rates Subject to Regulatory Commission Approval 14
         C.       Retention of Jurisdiction .        .        .        .     14
         D.       Procedures for Resolving Contested Claims   .        .     14
         E.       Notices Under the Plan    .        .        .        .     15

IV.      EFFECT OF CONFIRMATION OF PLAN     .        .        .        .     15
         A.       Discharge.        .       .        .        .        .     15
         B.       Re-vesting of Property in the Debtor        .        .     15
         C.       Modification of Plan      .        .        .        .     16
         D.       Post-Confirmation Conversion/Dismissal      .        .     16
         E.       Post-Confirmation Quarterly Fees   .                 .     16





                                        i
<PAGE>


                                 I. INTRODUCTION

     Azurel,  Ltd.  ("Debtor") is the Debtor in a Chapter 11 bankruptcy case. On
February 2, 2001, Azurel, Ltd. commenced a bankruptcy case by filing a Voluntary
Chapter 11 Petition under the United States Bankruptcy Code ("Bankruptcy Code"),
11 U.S.C.  101, et. seq. This document is the Chapter 11 Plan of  Reorganization
("Plan")  proposed  by  Azurel,  Ltd.  ("Proponent").  Sent  to you in the  same
envelope as this document is the Disclosure Statement which has been approved by
the United States Bankruptcy Court for the District of New Jersey (the "Court"),
and which is provided to help you understand the Plan.

     This is a  reorganizing  Plan.  In  other  words,  the  Proponent  seeks to
accomplish  payments under the Plan by infusion of $200,000.00 of new money from
Damon Testaverde,  a secured creditor,  and the issuance of shares for debt. The
Effective Date of the proposed Plan is ten days after confirmation.

            II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
A.       General Overview.

         As required by the Bankruptcy Code, the Plan classifies claims and
interests in various classes according to their right to priority of payments as
provided in the Bankruptcy Code. The Plan states whether each class of claims or
interests is impaired or unimpaired. The Plan provides the treatment each class
will receive under the Plan.

B.       Definitions.
         Scope of Definitions.        For purposes of this Plan, except as
expressly otherwise provided, or unless the context otherwise requires, all
capitalized terms not otherwise defined shall have the meanings assigned to them
in this Section of the Plan. In all references herein to any parties, persons,

<PAGE>

entitles or corporations, the use of any particular gender or the plural or
singular number is intended to include the appropriate gender or number as the
text may require.
         1.         Administrative Expense shall mean any cost or expenses of
administration of the Chapter 11 case allowable under Section 507(a) of the
Bankruptcy Code, including, without limitation, any actual and necessary expense
of preserving the estate of the Debtor, any actual and necessary expense of
operating the business of the Debtor, any indebtedness or obligation incurred or
assumed by the Debtor in connection with the conduct of its business or for the
acquisition or lease of property or the rendition of services to the Debtor, all
allowances of compensation and reimbursement of expenses, any fees or charges
assessed against the estate of any Debtor under Chapter 123, Title 28 of the
United States Code, and the reasonable fees and expenses incurred by the
Proponent in connection with the proposal and confirmation of this Plan.
         2.         Allowed when used as an adjective preceding the words
"claims" or "equity interest" shall mean any claim against or equity interests
of the Debtor, proof of which was filed on or before the date designated by the
Bankruptcy Court as the last date for filing Proofs of Claims or equity
interests against such Debtor, or if no Proof of Claim or equity interest is
filed, which has been or hereafter is listed by the Debtor as liquidated in an
amount and not disputed or contingent and, in either case, a claim as to which
no objection to the allowance thereof has been interposed with the applicable
period of limitations fixed by the Plan, the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, Local Rules, or as to which any objection has been
interposed and such claim has been allowed in whole or in part by a Final Order.
Unless otherwise specified in the Plan, "Allowed Claim" and "Allowed Equity
Interest" shall not, for purposes of computation of distributions under the
Plan, include interest on the amount of such claim or equity interest from and
after the Petition date.

2
<PAGE>

         3.       Allowed Administrative Expense  shall mean any  administrative
expense  allowed  under Section 507(a)(1) of the Bankruptcy Code.
         4.       Allowed Unsecured Claim shall mean an unsecured claim that is
or has become an allowed claim.
         5.       Bankruptcy Code shall mean the Bankruptcy  Reform Act of 1978,
as amended  and as  codified in Title 11 of the United States Code.
         6.         Bankruptcy Court shall mean the United States Bankruptcy
Court for the District of New Jersey having jurisdiction over the Chapter 11
case and to the extent of any reference made pursuant to 28 U.S.C. Section 158,
the unit of such District Court constituted pursuant to 28 U.S.C. Section 151.
         7.         Bankruptcy Rules shall mean the rules and forms of practice
and procedure in bankruptcy, promulgated under 28 U.S.C. Section 2075, and also
referred to as the Federal Rules of Bankruptcy Procedure.
         8.       Business  Day means and  refers to any day  except  Saturday,
Sunday  and any other day on which commercial banks in New Jersey are authorized
by law to close.
         9.       Chapter 11 Case  shall  mean  a  case  under Chapter 11 of the
Bankruptcy  Code in which Azurel,  Ltd. is the Debtor.
         10.        Claim shall mean any right to payment from the Debtor
whether or not such right is reduced to judgment, liquidated,     unliquidated,
    fixed, contingent,     matured, unmatured, disputed, undisputed, legal,
equitable, secured or unsecured; or any right to an equitable remedy for breach
of performance, if such breach gives rise to a right of payment from the Debtor,
whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured. All
claims as such term is defined in Section 101(5) of the Bankruptcy Code.

3
<PAGE>

         11.        Class shall mean a grouping of substantially similar claims
or equity interests for common treatment thereof pursuant to the terms of this
Plan.
         12.      Code  shall  mean Title 11 of the United States Code otherwise
known as the Bankruptcy Code.
         13.      Confirmation  shall mean the entry of an Order by this  Court
approving  the Plan in  accordance with the provisions of Bankruptcy Code.
         14.      Confirmation Hearing shall mean a hearing conducted before the
Bankruptcy Court for the purpose of considering confirmation of the Plan.
         15.      Confirmation Order shall mean an Order of the Bankruptcy
Court confirming the Plan in accordance with the provisions of Chapter 11 of the
Bankruptcy Code.
         16.        Creditor shall mean any person that has a claim against the
Debtor that arose on or before the Petition date or a claim against the Debtor's
estate of any kind specified in Section 502(g), 502(h) or 502(i) of the
Bankruptcy Code. This includes all persons, corporations, partnerships or
business entitles holding claims against the Debtor.
         17.      Debt means,  refers  to  and  shall  have  the  same  meaning
ascribed to it in Section  101(12) of the Code.
         18.      Debtor shall mean Azurel, Ltd.
         19.        Disbursing Agent shall mean that Atkinson & DeBartolo, P.C.
or any party appointed by and subject to Court approval, which shall effectuate
this Plan and hold and distribute consideration to be distributed to holders of
allowed claims and allowed equity interests pursuant to the provisions of the
Plan and Order of Confirmation.

4
<PAGE>

         20.      Disclosure  Statement  means  and  refers  to the  Disclosure
Statement filed by the Debtor as required pursuant to Section 1125 et. seq. of
the Bankruptcy Code.

         21.      Effective Date shall mean the day on which the Confirmation
Order becomes a Final Order.
         22.      Equity Interest  Holder  shall  mean  the holder of an equity
interest in the Debtor.
         23.      Equity  Interest  shall  mean  any  interest  in  the  Debtor
represented by stock,  warrants,  options or other rights to purchase any shares
of stock in the Debtor.
         24.      Final Order shall mean an Order of the Bankruptcy Court or a
court of competent jurisdiction to hear appeals from the Bankruptcy Court which,
not having been reversed, modified or amended, and not being stayed, and the
time to appeal from which or to seek review or re-hearing of which having
expired, has become final and is in full force and effect.
         25.        Impaired, when used as an adjective preceding the words
"class of claims" or "claims of equity interest", shall mean that the Plan
alters the legal, equitable or contractual rights of the member of that class.
         26.        Person shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a joint venture, an estate,
a trust, an unincorporated organization, or a government or any political
subdivision thereof of other entity.
         27.      Petition Date shall  mean  the  date on which the Debtor filed
this  Petition for Relief  commencing the Chapter 11 case.
         28.      Plan  shall mean  the Plan of  Reorganization  filed in  these
proceedings,  together  with any additional modifications and amendments.

5
<PAGE>

         29.      Priority Non-Tax Claim shall mean a claim entitled to
priority under Sections 507 (a)(2), (3), (4), (5), (6) or (7) of the Bankruptcy
Code, but only to the extent it is entitled to priority in payment under any
such subsection.
         30.      Priority Tax Creditor shall mean a creditor holding a priority
tax claim.
         31.      Priority Tax Claim shall mean any claim entitled to priority
in payment under Section 507(a)(8) of the Bankruptcy Code, but only to the
extent it is entitled to priority in under such subsection.
         32.      Proceedings shall mean the Chapter 11 case of the Debtor.
         33.        Professional Persons means and refers to all attorneys,
accountants, appraisers, consultants and other professionals retained or to be
compensated pursuant to an Order of the Court entered under Sections 327, 328,
330 or 503(b) of the Bankruptcy Code.
         34.      Professional  Claim means and refers to a claim by any and all
professionals  as provided for in  Sections  327,  328, 330  and  503(b) of the
Bankruptcy Code.
         35.      Proponent means Azurel, Ltd.
         36.      Reorganized Debtor means the Debtor after confirmation of the
Plan.
         37.      Secured Claim means and refers to a claim which is secured
by a valid lien, security interest or other interest in property in which the
Debtor has an interest which has been perfected properly as required by
applicable law, but only to the extent of the value of the Debtor's interest in
such property, determined in accordance with Section 506(a) of the Bankruptcy
Code.
         38.      Unsecured Claim shall mean any claim against the Debtor
which arose or which is deemed by the Bankruptcy Code to have arisen prior to
the Petition date for such Debtor, and which is not (a) a secured claim pursuant
to Section 506 of the Bankruptcy Code, as modified by Section 1111(b) of the
Bankruptcy Code; or (b) a claim entitled to priority under Sections 503 and 507
of the Bankruptcy Code. Unsecured Claim shall include all claims against the
Debtor that are not expressly otherwise dealt with in the Plan.

6
<PAGE>

         39.      Other  Definitions,  a term used and not  defined  herein but
that is defined in the Bankruptcy Code shall have the meaning set forth therein.
The words "herein",  "hereof",  "hereto",  "hereunder",  and others of similar
import refer to the Plan  as  a  whole  and  not  to  any  particular  section,
subsection or clause  contained in the Plan. Moreover, some terms defined herein
are defined to the section in which they are used.
C.       Unclassified Claims.
         Certain types of claims are not placed into voting classes; instead
they are unclassified. They are not considered impaired and they do not vote on
the Plan because they are automatically entitled to specific treatment provided
for them in the Bankruptcy Code. As such, the Proponent has not placed the
following claims in a class. The treatment of these claims is provided below.
         1.         Administrative Expenses and Fees. Administrative expenses
are claims for costs or expenses of administering the Debtor's Chapter 11 case
that are allowed under Code Section 503(b). Fees payable to the Clerk of the
Bankruptcy Court and the Office of the United States Trustee were also incurred
during the Chapter 11 case. The Code requires that all administrative expenses
be paid on the effective date of the Plan, unless a particular claimant agrees
to a different treatment.
                  Court Approval of Professional Compensation and Expenses
Required: The Court must approve all professional compensation and expenses.
Each professional person requesting compensation in the case pursuant to
Sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code shall file
an application for allowance of final compensation and reimbursement of expenses
not later than ninety (90) days after the confirmation date. Nothing herein


7
<PAGE>

shall prohibit each professional person from requesting interim compensation
during the course of this case pending confirmation of this Plan. No motion or
application is required to fix fees payable to the Clerk's Office or the Office
of the United States Trustee, as those fees are determined by Statute.
         2.       Priority Tax Claims.      Priority  tax claims  are  certain
unsecured  income,  employment  and other taxes  described by Code Section  507
(a)(8).  The Code  requires, and thus,  this Plan  provides  that each holder of
such a 507(a)(8)  priority tax claim  receives the present  value of such claim
in deferred cash payments over a period not exceeding six years from the date of
the assessment of such tax.
D.       Classified Claims and Interests.
         1.         Classes of Secured Claims.Secured claims are claims secured
by liens on property of the estate. The following represent all classes
containing Debtor's secured pre-Petition claims and their treatment under this
Plan:
<TABLE>
<CAPTION>

-------------- ------------------------------------- ------------- --------------- -------------------------------------
   CLASS #                 DESCRIPTION                 INSIDERS       IMPAIRED                  TREATMENT
   -------                 -----------                 --------       --------                  ---------
                                                         Y/N            Y/N
-------------- ------------------------------------- ------------- --------------- -------------------------------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
1              Secured Claim of:                                                   o        Pymt interval = N/A

               o        Name = International  Smart  No            Yes             o        Pymt amt/interval = N/A
                        Sourcing, Inc.                                             o        Balloon pymt = N/A
               o        Collateral   description  =                                o        Begin date = N/A
                        Raw   materials,   work  in                                o        End date = N/A
                        progress and inventory                                     o        Interest rate % = N/A
               o        Collateral      value     =                                o        Total payout ____% N/A
                        $215,000.00                                                o        Treatment  of  lien  = This
               o        Claimed     Priority     of                                         creditor    will    receive
                        security interest = first                                           three  shares  of  stock in
               o        Principal       owed      =                                         the  reorganized  Debtor in
                        $560,947.94                                                         exchange  for  each  dollar
               o        Pre-Petition  arrearage amt                                         owed.  It will not retain a
                        = N/A                                                               secured claim.
               o        Post-Petition     arrearage
                        amt = N/A
                             Total claim amount =
                             $560,947.94
-------------- ------------------------------------- ------------- --------------- -------------------------------------
2              Secured Claim of:                                                   o        Pymt interval = N/A
               o        Name = Damon Testaverde      No            Yes.            o        Pymt amt/interval = N/A
               o        Collateral   description  =                                o        Balloon pymt = N/A
                        Trademark      name     for                                o        Begin date = N/A


8
<PAGE>

                        Privilege & Benandre                                       o        End date = N/a
               o        Collateral value = Unknown                                 o        Interest rate % = N/A
               o        Claimed     Priority     of                                o        Total payout ____% = N/A
                        security interest = first                                  o        Treatment  of  lien  = This
               o        Principal       owed      =                                         creditor    will    receive
                        1,100,000.00                                                        three  shares  of  stock in
               o        Pre-Petition  arrearage amt                                         the  reorganized  Debtor in
                        =                                                                   exchange  for  each  dollar
               o        Post-Petition     arrearage                                         owed.  It will not retain a
                        amt =                                                               secured claim.
                             Total claim amount =
-------------- ------------------------------------- ------------- --------------- -------------------------------------

3              Secured Claim of:                     No            Yes             o        Pymt interval = N/A
               o        Name = TEK Insight, Inc.                                   o        Pymt amt/interval = N/A
               o        Collateral   description  =                                o        Balloon pymt = N/A
                        PLC Note                                                   o        Begin date = N/A
               o        Collateral      value     =                                o        End date = N/A
                        $1,800,000.00                                              o        Interest rate % = N/A
               o        Claimed     Priority     of                                o        Total payout ____% = N/A
                        security interest =                                        o        Treatment  of  lien  = This
               o        Principal       owed      =                                         creditor  will  receive the
                        $1,823,833.16                                                       PLC     Note     in    full
               o        Pre-Petition  arrearage amt                                         settlement of its claim
                        = N/A
               o        Post-Petition     arrearage
                        amt =  N/A
                             Total claim amount =
                             $1,823,833.16
-------------- ------------------------------------- ------------- --------------- -------------------------------------
</TABLE>

         2.       Priority Non-Tax Claims. Certain priority  non-tax claims that
are referred to in Code Sections 507(a)(3), (4), (5), (6), and (7) are  entitled
to  priority  treatment.  These claims  are to be  treated as follows: There may
need to be a separate class for different categories of non-tax priority  claims
since they may  receive  different  treatment  under the  Plan.  See 11 U.S.C.
1129(a)(9)(B)(i)  and (ii).  There are no such claims.
<TABLE>
<CAPTION>

----------------- ------------------------------------------ ---------------- ----------------------------------------
    CLASS #                      DESCRIPTION                    IMPAIRED                     TREATMENT
    -------                      -----------                    --------                     ---------
                                                                   Y/N

----------------- ------------------------------------------ ---------------- ----------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                  Priority   unsecured  claim  pursuant  to                   o        Paid   in   full  in  cash  on
                  _______                                                              Effective Date
                  o        Total amt of claims =
----------------- ------------------------------------------ ---------------- ----------------------------------------

</TABLE>


         3.       Class of General Unsecured Claims. General  unsecured  claims
are  unsecured claims not entitled to priority under Code Section 507(a).  These
claims are to be treated as follows:

9
<PAGE>
<TABLE>
<CAPTION>

-------------- --------------------------------- --------------------------- -----------------------------------------
   CLASS #               DESCRIPTION                      IMPAIRED                          TREATMENT
   -------               -----------                      --------                          ---------
                                                            Y/N
-------------- --------------------------------- --------------------------- -----------------------------------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
4              General unsecured claims          Yes,  "Impaired  claims in  o        Pymt interval = N/A
               o        Total  amt of  claims =  this  class  are  entitled  o        Pymt amt/interval = N/A
                         $2,826,682.20,          to vote on the Plan."       o        Begin date = N/A
                         however,  as a  result                              o        End date = N/A
                         of  duplicate  claims,                              o        Interest rate % = N/A
                         and    claims    which                              o        Total  payout  % =  This Class of  creditors
                         Debtor  will  seek  to                                       will have the alternative  of receiving  one
                         modify,   the   Debtor                                       share  of  common  stock  of  the  reorganized
                         believes   the  claims                                       Debtor  for  each dollar owed to the creditor,
                         total $1,765,710.94                                          or in the alternative, it may elect within 30
                                                                                      days of the effective date of the Plan to
                                                                                      receive a an initial  cash payment  equal to
                                                                                      10 percent of the amount owed to the creditor.
                                                                                      Payment would be made 60 days after the
                                                                                      effective date of the Plan. The creditor
                                                                                      would receive additional distributions of 10
                                                                                      percent 90 days following the end of the
                                                                                      second year following confirmation, 10 percent
                                                                                      90 days after the third year following
                                                                                      confirmation, and 15 percent 90 days after the
                                                                                      fourth year following confirmation for a
                                                                                      total distribution  of 45 percent. Creditors
                                                                                      who elect to receive shares of stock will in
                                                                                      addition receive 10 percent of their claim 90
                                                                                      days following the second year after
                                                                                      confirmation, 5% 90 days after the third year
                                                                                      following confirmation, and 5 percent 90 days
                                                                                      after the fourth year following confirmation
                                                                                      for a total distribution of $.20 plus the
                                                                                      share of stock. If creditors do not elect to
                                                                                      receive cash on the Ballot, they will be
                                                                                      deemed to  have elected to receive the shares
                                                                                      of stock. The unsecured creditors' claim for
                                                                                      distribution shall be secured by a security
                                                                                      interest on the trademarks of the Debtor
                                                                                      known as Privilege  and Benanadre.  The Plan

10
<PAGE>

                                                                                      will be deemed to have been substantially
                                                                                      consummated when all payments have been made.

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

         4.       Class(es) of Equity Interest Holders.  The  members  of  this
class  will  be  treated  as follows:
------------------------------------------------------------------------------------------------------------
   CLASS #                 DESCRIPTION                    IMPAIRED Y/N                       TREATMENT
   -------                 -----------                    ------------                       ---------

-------------- ------------------------------------ ------------------------- ----------------------------------------
5              Interest  holders,  6,911,796 share  No,   claims   in   this  Retain shares of common stock
               of common stock                      class  are not  entitled
                                                    to  vote  on  the  Plan,
                                                    classes  deemed  to have
                                                    accepted the Plan
-------------- ------------------------------------ ------------------------- ----------------------------------------
6              Interest holders,  2,037,587 shares  Yes,   claims   in  this  This  class will  receive  one share of
               of preferred stock                   class  are  entitled  to  common   stock  in  exchange  for  each
                                                    vote on the Plan          share of preferred stock
-------------- ------------------------------------ ------------------------- ----------------------------------------
7              Interest  holders,  2,207,100 stock  No,   claims   in   this  The warrants  shall remain  outstanding
               warrants                             class  are not  entitled  and   shall   be   authorized   to   be
                                                    to  vote  on  the  Plan,  exercised at the warrant  price,  which
                                                    classes  deemed  to have  is  $4.50  per  share.   The   warrants
                                                    accepted the Plan         expire on July 3, 2003
-------------- ------------------------------------ ------------------------- ----------------------------------------
</TABLE>

E.       Acceptance or Rejection of Plan.

         Each impaired class of creditors with claims against the Debtor's
estate shall be entitled to vote separately to accept or reject the Plan. A
class of creditors shall have accepted the Plan, if the Plan is accepted by at
least two-thirds in the aggregate dollar amount and more than one-half in number
of holders of the allowed claims of such class that have accepted or rejected
the Plan. In the event that any impaired class of creditors or interest holders
shall fail to accept the Plan in accordance with Section 1129(a) of the
Bankruptcy Code, the Proponent reserves the right to request that the Bankruptcy
Court confirm the Plan in accordance with Section 1129(b) of the Bankruptcy
Code.

11
<PAGE>

F.       Means of Effectuating the Plan.
         1.         Funding the Plan. The Plan will be funded by the following:
Damon Testaverde, a secured creditor, will infuse $200,000.00 of new money to
the reorganized Debtor in exchange for ten shares of stock for each dollar
invested. Additionally, the Debtor will offer one share of stock for each dollar
of unsecured debt, and three shares of stock for each dollar of secured debt.
         2.       Post-Confirmation Management. The  existing   management  of
Azurel,   Ltd. will continue managing the company post-confirmation.  The duties
will include the  day-to-day  operations  of the  reorganized Debtor and making
decisions  concerning  expansion of the Debtor's  business.  Edward Adamcik will
continue as Vice President of Operations, and will be compensated at the rate of
$104,182.00 per annum,  which was his compensation prior to the filing of the
Chapter 11 Petition  and  has  been  his  compensation  during  the  Chapter 11
proceeding.
Mr. Adamcik has been in the fragrance business for 35 years.
         3.         Disbursing Agent. Atkinson & DeBartolo, P.C. ("Disbursing
Agent") shall act as the Disbursing Agent for the purpose of making all
distributions provided for under the Plan. The Disbursing Agent shall serve
without bond and shall receive 3 percent of any amounts distributed for
distribution services rendered and expenses incurred pursuant to the Plan.
Distribution to the Disbursing Agent shall be made simultaneous with the
distribution of moneys pursuant to the Plan.

                      III. TREATMENT OF MISCELLANEOUS ITEMS
A.       Executory Contracts and Unexpired Leases.
         1.       Assumptions.    The following are the  unexpired  Leases and
Executory Contracts to be assumed as obligations of the reorganized Debtor under
this Plan:  None.

12
<PAGE>

                  On the effective date each of the unexpired Leases and
Executory Contracts listed above shall be assumed as obligations of the
reorganized Debtor. The Order of the Court confirming the Plan shall constitute
an Order approving the assumption of each Lease and Contract listed above. If
you are a party to a Lease or Contract to be assumed and you object to the
assumption of your Lease or Contract, you must file and serve your objection to
the Plan within the deadline for objecting to the confirmation of the Plan.
         2.       Rejections.   On the effective  date all  Executory  Contracts
not assumed shall be deemed to be rejected.
                  The Order confirming the Plan shall constitute an Order
approving the rejection of the Lease or Contract. If you are a party to a
Contract or Lease to be rejected and you object to the rejection of your
Contract or Lease, you must file and serve your objection to the Plan within the
deadline for objecting to the confirmation of the Plan. See Disclosure Statement
for the specific date.
                  THE BAR DATE FOR FILING A PROOF OF CLAIM BASED UPON A CLAIM
ARISING FROM THE REJECTION OF A LEASE OR CONTRACT IS JUNE 3, 2001.
                  Any claim based on the rejection of an Executory Contract or
an unexpired Lease will be barred if the Proof of Claim is not timely filed,
unless the Court later orders otherwise.

B.       Changes in Rates Subject to Regulatory Commission Approval.
         This Debtor is not subject to governmental regulatory commission
approval of its rates.
C.       Retention of Jurisdiction.
         The Court shall retain jurisdiction of this case pursuant to the
provisions of Chapter 11 of the Bankruptcy Code, pending the final allowance or
disallowance of all claims affected by the Plan, and to make such Orders as are


13
<PAGE>

necessary or appropriate to carry out the provisions of this Plan.
         In addition, the Court shall retain jurisdiction to implement the
provisions of the Plan in the manner as provided under Section 1142,
Subparagraphs a) and b) of the Bankruptcy Code. If the Court abstains from
exercising or declines to exercise jurisdiction, or is otherwise without
jurisdiction over any matter set forth in this section, or if the Debtor or the
reorganized Debtor elect to bring an action or proceeding in any other forum,
then this section shall have no effect upon and shall not control, prohibit or
limit the exercise of jurisdiction by any other court, public authority or
commission having competent jurisdiction over such matters. D. Procedures for
Resolving Contested Claims.
         Objections to claims and interests, except for those claims more
specifically deemed allowed in the Plan, may be filed by the reorganized Debtor
or any party in interest up to and including sixty (60) days following the entry
of the Order of Confirmation. With respect to disputed claims or interest, the
Disbursing Agent will hold in a separate interest bearing reserve account such
finds as would be necessary in order to make the required distribution on the
claim or interest, as listed either in the Debtor's schedules or the filed
Proofs of Claim.


E.       Notices Under the Plan.
         All  notices,  requests  or demand  with  respect to this Plan shall be
in writing  and shall be deemed to have been  received  within  five (5) days of
the date of mailing,  provided  they are sent by  registered  mail or certified

14
<PAGE>

mail, postage prepaid,  return receipt requested,  and if sent to the Proponent,
addressed to: Atkinson &  DeBartolo, P.C., P.O. Box 8415, Red Bank, New Jersey
07701, Attention:  Bunce D. Atkinson, Esq.

                       IV. EFFECT OF CONFIRMATION OF PLAN
A.       Discharge.

         This Plan provides that upon confirmation of the Plan, Debtor shall be
discharged of liability for payment of debts incurred before confirmation, to
the extent specified in 11 U.S.C. 1141. Substantial confirmation shall take
place upon payment of all dividends to the unsecured creditors' class. However,
any liability imposed by the Plan will not be discharged. If confirmation of
this Plan does not occur, the Plan shall be deemed null and void. In such event,
nothing contained in this Plan shall be deemed to constitute a waiver or release
of any claims against the Debtor or its estate or any other persons, or to
prejudice in any manner the rights of the Debtor or its estate or any person in
any further proceeding involving the Debtor or its estate. The provisions of
this Plan shall be binding upon Debtor, all creditors and all equity interest
holders regardless of whether such claims or equity interest holders are
impaired or whether such parties accept this Plan upon confirmation thereof.

B.       Revesting of property in the Debtor.

         Except as provided in Section IV.D hereinafter, and except as provided
elsewhere in the Plan, the confirmation revests all of the property of the
estate in the Debtor.

C.       Modification of the Plan.

         The Proponent of the Plan may modify the Plan at any time before
confirmation. However, the Court may require a new Disclosure Statement or
revoting on the Plan, if Proponent modifies the Plan before confirmation.



15
<PAGE>

         The Proponent may also seek to modify the Plan at any time after
confirmation so long as (1) the Plan had not been substantially consummated; and
(2) the Court authorizes the proposed modification after notice and a hearing.
D.       Post-Confirmation Conversion/Dismissal.
         A creditor or party in interest may bring a motion to convert or
dismiss the case under Section 1112(b), after the Plan is confirmed, if there is
a default in performing under the Plan. If the Court orders the case converted
to Chapter 7 after the Plan is confirmed, then all property that had been
property of the Chapter 11 estate and that has not been disbursed pursuant to
the Plan will revest in the Chapter 7 estate, and the automatic stay will be
reimposed upon the revested property only to the extent that relief from stay
was not previously granted by the Court during this case.
E.       Post-Confirmation Quarterly Fees.
         Quarterly fees pursuant to 28 U.S.C. 1930(a)(6) continue to be payable
to the Office of the United States Trustee post-confirmation until such time as
the case is converted, dismissed or closed pursuant to a Final Decree.

                                              AZUREL, LTD.


                                     BY:      _________________________________
                                              EDWARD ADAMCIK, V.P. of Operations
Dated:









16