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
                         FOR THE DISTRICT OF NEW JERSEY
                                     NEWARK
--------------------------------------------------------------------------------
                                                        CHAPTER 11
IN RE:                                                  CASE NO. 01-31034NLW

AZUREL, LTD. a/k/a Azurel Sales &
Distribution,  f/k/a Ben Rickert
Corporation,

                            Debtor.
--------------------------------------------------------------------------------

          FIRST MODIFIED DISCLOSURE STATEMENT PURSUANT TO SECTION 1125
                OF THE BANKRUPTCY CODE DESCRIBING REORGANIZATION
                 CHAPTER 11 PLAN PROPOSED BY DEBTOR AZUREL, LTD.
------------------------------------------------------------------------------

         PLEASE READ THIS DISCLOSURE STATEMENT CAREFULLY. THIS DISCLOSURE
STATEMENT CONTAINS INFORMATION THAT MAY BEAR UPON YOUR DECISION TO ACCEPT OR
REJECT THIS FIRST MODIFIED PLAN OF REORGANIZATION. THE PLAN PROPONENT BELIEVES
THAT THIS PLAN OF REORGANIZATION IS IN THE BEST INTEREST OF THE CREDITORS AND
THAT THE PLAN IS FAIR AND EQUITABLE. THE PROPONENT URGES THAT THE VOTER ACCEPT
THE PLAN.

Dated:                              Proponent:AZUREL, LTD.

                                    By:       ________________________________
                                              EDWARD ADAMCIK, V.P. of Operations
                                                 TABLE OF CONTENTS
<PAGE>

                                                                            Page

I.       INTRODUCTION      .        .       .        .        .        .      1
         A.       Purpose Of This Document  .        .        .        .      1
         B.       Confirmation Proceedings  .        .        .        .      3
                  1. Time and Place of the Confirmation Hearing  .     .      3
                  2. Deadline for Voting for or Against the Plan .        .   4
                  3. Deadline for Objecting to the Confirmation of the Plan   4
                  4. Identity of Person to Contact for More Information
                         Regarding the Plan        .        .        .        4
         C.       Disclaimer        .       .      .        .        .        4

II.      BACKGROUND        .        .       .        .        .        .      5
         A.       Description and History of the Debtor's Business     .      5
         B.       Principals/Affiliates of Debtor's Business  .        .      5
         C.       Management of the Debtor Before and After the Bankruptcy    6
         D.       Events Leading to Chapter 11 Filing.        .        .      6
         E.       Significant Events During the Bankruptcy    .        .      7
                  1. Bankruptcy Proceedings    .        .     .        .      7
                  2. Other Legal Proceedings   .        .     .        .      8
                  3. Actual and Projected Recovery of Preferential or
                         Fraudulent Transfers      .        .        .        8
                  4. Procedures Implemented to Resolve Financial Problems .   8
                  5. Current and Historical Financial Conditions .        .   8

III.     SUMMARY OF THE PLAN OF REORGANIZATION       .        .        .      9
         A.       What Creditors and Interest Holders Will Receive Under the
                                    Proposed Plan    .        .        .      9
         B.       Unclassified Claims       .        .        .        .      9
                  1.       Administrative Expenses and Fees   .        .      9
                  2.       Priority Tax Claims       .        .              11
         C.       Classified Claims and Interests    .        .        .     13
                  1.       Classes of Secured Claims .        .        .     13
                  2.       Classes of Priority Unsecured Claims.       .     14
                  3.       Class of General Unsecured Claims  .        .     15
                  4.       Classes of Interest Holders        .        .     16
         D.       Means of Execution        .        .        .        .     16
                  1.       Funding for the Plan      .        .        .     16
                  2.       Post-Confirmation Management       .        .     17
                  3.       Disbursing Agent .        .        .        .     17


                                        i
<PAGE>

         E.       Other Provisions of the Plan       .        .        .     17
                  1.       Executory Contracts and Unexpired Leases    .     17
                  2.       Changes in Rates Subject to Regulatory Commission
                                    Approval.        .        .        .     17
                  3.       Retention of Jurisdiction .        .        .     17
                  4.       Procedures for Resolving Contested Claims   .     18
                  5.       Effective Date   .        .        .        .     18
                  6.       Modification     .        .        .        .     18
         F.       Tax Consequences of Plan  .        .        .        .     18
         G.       Risk Factors      .       .        .        .        .     19

IV.      CONFIRMATION REQUIREMENTS AND PROCEDURES    .        .        .     20
         A.       Who May Vote or Object    .        .        .        .     21
                  1.       Who May Object to Confirmation of the Plan  .     21
                  2.       Who May Vote to Accept/Reject the Plan      .     21
                           a)       What is an Allowed Claim/Interest  .     21
                           b)       What is an Impaired Claim/Interest .     22
                  3.       Who is not Entitled to Vote        .        .     22
                                  ---
                  4.       Who Can Vote in More Than One Class.        .     23
                  5.       Votes Necessary to Confirm the Plan.        .     23
                  6.       Votes Necessary for a Class to Accept the Plan    23
                  7.       Treatment of Nonaccepting Classes  .        .     23
                  8.       Request for Confirmation Despite Nonacceptance by
                                    Impaired Classes .        .        .     24
         B.       Liquidation Analysis      .        .        .        .     24
         C.       Feasibility       .       .        .        .        .     26

V.       EFFECT OF CONFIRMATION OF PLAN     .        .        .        .     27
         A.       Discharge         .       .        .        .        .     27
         B.       Re-vesting of Property in the Debtor        .        .     28
         C.       Modification of Plan      .        .        .        .     28
         D.       Post-Confirmation Conversion/Dismissal      .        .     28


                                       ii
<PAGE>



                                 I. INTRODUCTION

     Azurel,  Ltd. 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 ("Code"),  11 U.S.C.  101, et.
seq.  Chapter 11 of the Code  allows the Debtor,  and under some  circumstances,
creditors and other parties in  interests,  to propose a Plan of  Reorganization
("Plan").  The Plan may provide for the Debtor to  reorganize  by  continuing to
operate, to liquidate by selling assets of the estate, or a combination of both.
Azurel, Ltd. is the party proposing the Plan sent to you in the same envelope as
this document.  THE DOCUMENT YOU ARE READING IS THE DISCLOSURE STATEMENT FOR THE
PLAN, WHICH IS ANNEXED HERETO AS EXHIBIT "A".

     This is a  reorganizing  Plan.  In  other  words,  the  Proponent  seeks to
accomplish  payments  under the Plan by obtaining  $200,000.00  from the secured
creditor,  Damon  Testaverde  in  exchange  for  stock,  future  income,  and by
providing  creditors  with a cash payment or shares of stock of the  reorganized
Debtor in exchange for debt. The Effective Date of the proposed Plan is the date
on which the Order of Confirmation becomes a final unappealable Order.

A.       Purpose of this Document.
         ------------------------
         This Disclosure Statement summarizes what is in the Plan, and tells you
certain information relating to the Plan and the process the Court follows in
determining whether or not to confirm the Plan.

                    READ THIS DISCLOSURE STATEMENT CAREFULLY
                           IF YOU WANT TO KNOW ABOUT:

         1.       WHO CAN VOTE OR OBJECT.

<PAGE>

         2. THE  PROPOSED TREATMENT OF YOUR CLAIM  (i.e., what your  claim  will
     receive  if the Plan is confirmed), AND HOW THIS TREATMENT COMPARIES   TO
     WHAT YOU WOULD RECEIVE IN LIQUIDATION.
         3. THE  HISTORY  OF  THE  DEBTOR  AND  SIGNIFICANT  EVENTS DURING  THIS
     BANKRUPTCY.
         4. WHAT  THE  COURT  WILL CONSIDER WHEN DECIDING WHETHER TO CONFIRM THE
     PLAN.
         5. THE EFFECT OF CONFIRMATION.
         6. THE FEASIBILITY OF THE PLAN.
         This Disclosure Statement cannot tell you everything about your rights.
You should consider consulting your own lawyer to obtain more specific advice on
how this Plan will affect you and what is the best course of action for you.
                  Be sure to read the Plan as well as the Disclosure Statement.
If there are any inconsistencies between the Plan and the Disclosure Statement,
the Plan provisions will govern.
                  Code Section 1125 requires a Disclosure Statement to contain
"adequate information" concerning the Plan. The terms "adequate information" is
defined in Code Section 1125(a) as "information of a kind, and in sufficient
detail", about a Debtor and its operations "that would enable a hypothetical
reasonable investor typical of holders of claims or interests" of the Debtor to
make an informed judgment about accepting or rejecting the Plan. The Bankruptcy
Court ("Court") has determined that the information contained in this Disclosure
Statement is adequate, and it has approved this document in accordance with Code
Section 1124.
                  This Disclosure Statement is provided to each creditor whose
claim has been scheduled by the Debtor, or who has filed a Proof of Claim

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<PAGE>

against the Debtor and to each interest holder of record as of the date of
approval of this Disclosure Statement. Under the Bankruptcy Code, your
acceptance of the Plan may not be solicited unless you receive a copy of this
Disclosure Statement prior to or concurrently with such solicitation.
B.       Confirmation Procedures.
         Persons Potentially Eligible to Vote on the Plan.  In determining
acceptance of the Plan, votes will only be counted if submitted by a creditor
whose claim is duly scheduled by the Debtor as undisputed, non-contingent and
un-liquidated, or who, prior to the hearing on confirmation of the Plan, has
filed with the Court a Proof of Claim which has not been disallowed or suspended
prior to computation of the votes on the Plan. All shareholders of records as of
the date of approval of this Disclosure Statement may vote on the Plan. The
Ballot Form that you received does not constitute a Proof of Claim. If you are
uncertain whether your claim has been correctly scheduled, you should check the
Debtor's Schedules, which are on file at the Office of the Clerk of the
Bankruptcy Court located at: United States Bankruptcy Court, U.S. Courthouse, 50
Walnut Street, Newark, New Jersey. The Clerk of the Court will not provide this
information by telephone.

         THE COURT HAS NOT YET CONFIRMED THE PLAN DESCRIBED IN THIS DISCLOSURE
STATEMENT. IN OTHER WORDS, THE TERMS OF THE PLAN ARE NOT YET BINDING ON ANYONE.
HOWEVER, IF THE COURT LATER CONFIRMS THE PLAN, THEN THE PLAN WILL BE BINDING ON
THE DEBTOR AND ON ALL CREDITORS AND INTEREST HOLDERS IN THIS CASE.

         1.       Time and Place of the Confirmation Hearing. The  hearing  at
which  the  Court  will   determine whether to confirm  the Plan will take place
on  ____________  at the United  States  Bankruptcy  Court,  50 Walnut Street,
Third Floor, Newark, New Jersey in Courtroom ____.

3
<PAGE>

         2.       Deadline for Voting for or Against the Plan.  If  you  are
entitled to vote,  it is in your best  interest to timely  vote on the  enclosed
Ballot and return the Ballot in the  enclosed  envelope to Clerk, United States
Bankruptcy  Court,  M.L. King,  Jr. Federal  Building & Courthouse,  50 Walnut
Street,  Newark,  New Jersey 07102, with copies to Atkinson & DeBartolo, P.C.,
P.O. Box 8415, Red Bank, New Jersey 07701.
Your Ballot must be received by _________________ or it will not be counted.
         3.       Deadline for Objecting to the Confirmation of the Plan.
Objections to the  confirmation  of  the  Plan must be filed with  the Court and
served upon  Atkinson & DeBartolo,  P.C.,  P.O. Box 8415,  Red Bank,  New Jersey
07701 attorneys for the Debtor by _______________.
         4.       Identity of Person to Contact for  More  Information Regarding
the Plan.  Any  interested  party  desiring further information about the Plan
should contact  Atkinson & DeBartolo,  P.C., P.O. Box 8415, Red Bank, New Jersey
07701; telephone number (732) 530-5300, and Mitchell Malzberg, Esq., Law Offices
of Steven J. Mitnick, 29 Race Street, Frenchtown,  New Jersey  08825;  telephone
number (908)  996-7743,  attorneys  for the  Unsecured Creditors Committee.
C.       Disclaimer.
         The financial data relied upon in formulating the Plan is based on the
Debtor's books and records, financial statements, including projections, and the
10Ks filed with the Security and Exchange Commission. The information contained
in this Disclosure Statement is provided by Edward Adamcik, Vice President of
Operations, Steven Ladas, accountant, Virginia Sourlis, Esq., special counsel
for the Security and Exchange Commission matters, and Damon Testaverde, a

4
<PAGE>

secured creditor, who is funding the Plan. The Plan Proponent represents that
everything stated in the Disclosure Statement is true to the Proponent's best
knowledge.
         PLEASE NOTE THAT THE APPROVAL OF THIS DISCLOSURE STATEMENT BY THE
BANKRUPTCY COURT DOES NOT CONSTITUTE A RULING ON THE MERITS, FEASIBILITY OR
DESIREABILITY OF THE PLAN.
                                 II. BACKGROUND
A.       Description and History of the Debtor's Business.
         The Debtor is a wholesale distributor of fragrances and beauty color
kits, which have been supplied to retail stores and the secondary retail market.
The brands owned by the Debtor are Privilege, Benanadre and Ben Rickert.
Privilege is a well-established fragrance that at one time as sold in the
high-end retail trade. In recent years it was exclusively sold at J.C. Penney's
and developed a loyal customer following. The brand is a traditional fragrance
that includes a 3.3 ounce bottle and a 1.7 ounce bottle, which sell at the
retail level for $37.50 and $27.50 respectively. The Privilege brand also has a
powder and a soap line. The Benanadre brand of bath and body products was sold
exclusively through the J.C. Penney's. Ben Ricket has been a leading name in the
bath and beauty industry for over 28 years. The Debtors owns all of the rights
and trademarks to the name. During the preceding two years, the company has sold
various color kits in the mass retail market. The Debtor has been in this
business since June 26, 1995.
B.       Principals/Affiliates of Debtor's Business.
         The Debtor is a publicly traded corporation with 6,911,796 shares of
outstanding common stock, 2,037,587 shares of preferred stock, and 2,207,100 of

5
<PAGE>

warrants for the purchase of the shares of common stock. The only officer of the
corporation presently receiving a salary is Edward Adamcik, Vice President of
Operations, who is not a shareholder.
C.       Management of the Debtor Before and After the Bankruptcy.
         The Board of Directors  and its  President  managed the Debtor.  The
Debtor will continue to be managed by its Board of Directors.  Edward Adamcik,
Vice President of Operations,  will manage day-to-day  operations.  Brian
Bookmeyer, a member of the Board of Directors, will continue to be President of
the corporation.
D.       Events Leading to Chapter 11 Filing.
         ------------------------------------
         Here is a brief summary of the circumstances that led to the filing of
this Chapter 11 case. In March 2000, representatives of the company met with the
NASDAQ Security Qualifications Panel. On April 28, 2000, the Panel determined to
de-list the company's security for public interest concerns. The company
subsequently applied for and has been listed on the Bulletin Board. In May 2000,
because of its financial difficulties, the company sold its Private Label Group,
which consisted of subsidiaries acquired in August 1996 from Michael J. Assante.
As a result of the sale, the Debtor received $886,000.00, a $1,800,000.00 Note
and a $400,000.00 Note. The $400,000.00 Note has been paid, and the
$1,800,000.00 Note was pledged as replacement collateral to TEK Insight, which
previously had a lien on the Debtor's interest in Private Label Group. During
the Year 2000, the Debtor had net sales of $2,565,488.00, which was a decline of
$2,193,225.00 from the Year 1999. Sales decreased due to increased competitive
pressure and the company's decision to discontinue its bath and body products.
The cost of goods sold was $3,547,111.00 or 138 percent of the net sales. The
decrease in gross profit percentage during the Year 2000 was related to the
sales of close-out merchandise and the disposal of obsolete inventory. Selling,
general and administrative expenses for the Year 2000 increased. As a result of

6
<PAGE>

the increase of cost of goods sold, the decline in sales and the costs of
selling general and administrative expenses, the company experienced financial
difficulties. It was unable to pay its bills as they became due, and was unable
to pay its rent. As a result of a lawsuit, a receiver was appointed during the
last week of January 2001, and the landlord asserted that the Lease had been
terminated and obtained an Order for possession of the Debtor's premises. This
precipitated the filing of the Chapter 11 case.
E.       Significant Events During the Bankruptcy.
         1.       Bankruptcy Proceedings.   The  following  is a  chronological
list of  significant  events  that occurred during this case.
                  a)         The landlord, Dowell Associates, obtained an Order
on February 20, 2001 compelling surrender of the leased premises. The Debtor
arranged for an orderly removal and relocation of its business at a reduced
rent.
                  b)       The Court  has  approved  the  employment  of  the
following  professionals: Atkinson  & DeBartolo, P.C., attorneys for the Debtor;
Virginia Sourlis, Esq., special counsel for the Debtor; Steven Ladas, accountant
for the Debtor;  A. Atkins  Appraisal as appraiser  for  the  Debtor;  Steven
Mitnick,  attorney for the Unsecured Creditors Committee.
                  c)       On February 20, 2001,  the  Debtor's  application to
obtain  post-Petition  financing was denied.
                  d)       On  March 22,  2001,  the Debtor's motion  to  sell
personal property was granted.
                  e)       In August  2001,  the  Debtor  agreed to enter into a
Consent  Order with the  Unsecured  Creditors Committee  and  the Office  of the
United States Trustee to file a Disclosure Statement and Plan of Reorganization
no later than September 25, 2001.  Damon Testaverde,  a  secured  creditor, has

7
<PAGE>

agreed to guarantee payment to the estate of any net operating loss during the
months of August, September and October 2001.
Currently,  there  are  no  significant  adversary  proceedings or motions still
pending.
         2.       Other Legal Proceedings.  In  addition  to  the  proceedings
discussed  above,  the  Debtor  is  currently  involved  in  the  following
non-bankruptcy legal proceedings:  None.
         3.       Actual and Projected Recovery of Preferential or Fraudulent
Transfers.There   are  no  presently pending preference or fraudulent conveyance
actions.  It is not anticipated that the Debtor will file any.
         4.         Procedures Implemented to Resolve Financial Problems.
 In an effort to remedy  the problems that led to the bankruptcy filing, Debtor
has  implemented  the  following procedures: The  Debtor has reduced its monthly
rental from approximately $34,000.00 to approximately $3,000.00 per month.
Additionally, the Debtor has eliminated employees and all officer salaries,
except for Edward Adamcik, Vice President of Operations. The Debtor has
restructured its business so that it will act as a middleman and
enter into Contracts with third parties to provide for the production of goods
to be sold and the delivery of the goods to be sold to the retail markets.
         5.         Current and Historical Financial Condition. During the month
of February 2001, following the filing of the Petition, the Debtor deposited
$151,752.00 into its account and had net disbursements of $123,348.00. It had
current assets of cash of $24,143.78, net accounts receivable of $289,042.47,
net inventory at cost of $356,740.33 and other current assets of $8,704.00. Its
total current assets were $678,630.58. During the months of March, April, May,
June, July and August 2001, the Debtor continued its operations. The most recent
Monthly Operating Report for the month of August 2001 indicated that as of the
month's end, it had cash on hand in its operating account of $39,065.00,

8
<PAGE>

deposits in the payroll account of $3,141.00, and $40,811.00 in its tax account.
A copy of the Monthly Operating Report dated September 14, 2001 with the
Schedule of Cash Receipts and Disbursements and the consolidated financial
statements is attached as Exhibit "B". Also attached as Exhibit "C" is a copy of
the 10Q filed with the Security and Exchange Commission during the Spring of
2001.
                   III. SUMMARY OF THE PLAN OF REORGANIZATION
A.       What Creditors  and  Interest  Holders Will Receive Under the Proposed
Plan. The Plan  classifies  claims and  interests  in various  classes.  The
Plan states  whether  each class of claims  or  interests  is  impaired  or
unimpaired.  The Plan provides the treatment each class will receive.
B.       Unclassified Claims.
         Certain types of claims are not placed into voting classes. 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:
         1.         Administrative Expenses and Fees. Administrative
expenses are claims for fees,  costs or expenses of administering the
Debtor's Chapter 11 case, which are allowed under Code Section 507(a)(1),
including all professional compensation requests pursuant to Sections 330 and
331 of the Code. The Code requires that all administrative expenses, including
fees payable to the Bankruptcy Court and the Office of the United States
Trustee, which were incurred during the pendency of the case must be paid on the
Effective Date of the Plan, unless a particular claimant agrees to a different
treatment.

9
<PAGE>

     The  following  chart lists the  Debtor's  unpaid  administrative  fees and
expenses  ("Compensation"),  an estimate of future  professional  fees and other
administrative claims and fees and their treatment under the Plan:
<TABLE>
<CAPTION>


             NAME                    AMOUNT ESTIMATED                 TREATMENT                  TYPE OF CLAIM
             ----                    ----------------                 ---------                  -------------

<S>                             <C>
Atkinson & DeBartolo, P.C.      $50,000.00                   Payment  paid  in  full  on  Attorney's fees
                                                             the effective date.
Virginia K. Sourlis, Esq.       $6,000.00                    Payment  paid  in  full  on  Attorney's fees.
                                                             the effective date
Steven Ladas                    $8,000.00                    Paid in  full on  effective  Accounting fees
                                                             date
Steven Mitnick, Esq.            $15,000.00                   Paid in  full on  effective  Attorney's fees
                                                             date
Bederson & Company,  attorneys  $15,000.00                   Paid in  full on  effective  Accounting fees
for unsecured creditors                                      date
Clerk's Office Fees             $500.00                      Paid in  full on  effective
                                                             date
Office of U.S. Trustee Fees     $1,000.00                    Paid in  full on  effective
                                                             date
State of New Jersey             $1,162.18                    Sales tax of  $162.18 to be  Taxes
                                                             paid   upon   confirmation.
                                                             $1,000.00         corporate
                                                             business  tax  to  be  paid
                                                             following   the  filing  of
                                                             the   tax    return.    The
                                                             correct   amount   will  be
                                                             paid.
                                TOTAL:  $96,662.18
</TABLE>


                  Court Approval of Professional Compensation Required.
Pursuant to the Bankruptcy Code, the Court must rule on all
professional compensation and expenses listed in this chart before the
compensation and expenses will be owed. The professional in question must file
and serve a properly noticed Fee Application for compensation and reimbursement
of expenses and the Court must rule on the Application. Only the amount of
compensation and reimbursement of expenses allowed by the Court will be owed and
are required to be paid under this Plan as an administrative claim.
                  Each professional person who asserts a further administrative
claim that accrues before the confirmation date shall file with the Bankruptcy
Court and serve on all parties required to receive notice an application for

10
<PAGE>

compensation and reimbursement of expenses no later than thirty (30) days after
the Effective Date of the Plan. Failure to file such an Application timely shall
result in the professional person's claim being forever barred and discharged.
Each and every other person asserting an administrative claim shall be entitled
to file a motion for allowance of the asserted administrative claim within
ninety (90) days of the Effective Date of the Plan, or such administrative claim
shall be deemed forever barred and discharged. No motion or applicant is
required to fix the fees payable to the Clerk's Office or the Office of the
United States Trustee. Such fees are determined by statute.
                  As indicated above the Debtor will need to pay $95,500.00
worth of administrative claims and fees on the Effective Date of the Plan unless
a claimant has agreed to be paid later or the Court has not yet ruled on the
claims.
         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 that each holder of such a Section 507(a)(8)
priority tax claim receive the present value of such claim in deferred cash
payments over a period not exceeding six (6) years from the date of the
assessment of such tax.
                  The following charge lists all of the Debtor's Section
507(a)(8) priority tax claims and their treatment under the Plan:


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<PAGE>
<TABLE>
<CAPTION>


              Description                             Amount Owed                             Treatment

<S>                                      <C>
o        Name  =  N.Y.  State  Dept  of  $17,223.87                             o        Pymt interval = Quarterly
         Taxation and Finance                                                   o        Pymt      amt/interval     =
o        Type of tax = Withholding  and                                                  $1,053.36
         sales tax                                                              o        Begin date = Effective  date
o        Date  tax   assessed  =  Sales                                                  of confirmation
         tax,    February   29,   2000;                                         o        End date = 60  months  after
         Withholding tax,  February 16,                                                  confirmation
         2000,   September   30,  1999,                                         o        Interest rate = 8%
         December 31, 1999                                                      o        Total Payout = 100%
                                                                                               Amount = $21,067.20
o        Name = IRS                      $7,500.00                              o        Pymt interval = Quarterly
o        Type of tax = Withholding  and                                         o        Pymt amt/interval = $709.20
         Corporate income and FUTA                                              o        Begin date = Effective  date
o        Date    tax     assessed     =                                                  of confirmation
         Withholding,    January    31,                                         o        End   date   =   48   months
         2001;  Corporation  income and                                                  following confirmation
         FUTA, December 31, 1999                                                o        Interest rate = 8%
                                                                                o        Total Payout = 100%
                                                                                               Amount = $8,510.40
o        Name = IRS                      $350,000.00                            o        Pymt interval = Quarterly
o        Type  of  tax  =  Withholding,                                         o        Pymt      amt/interval     =
         2nd,  3rd,  4th quarter  1999,                                                  $21,404.85
         and FICA                                                               o        Begin  date = 90 days  after
o        Date tax  assessed  =  January                                                  confirmation
         2000                                                                   o        End   date   =   60   months
                                                                                         following confirmation
                                                                                o        Interest rate = 8%
                                                                                o        Total Payout = 100%
                                                                                o        Amount = $428,097.00
o        Name=State   of  NJ,  Div.  of  $10,536.41                             o        Pymt interval = Quarterly
         Employer accounts                                                      o        Pymt amt/interval = $557.09
o        Type  of  tax =  Unemployment,                                         o        Begin date = Effective  date
         compensation  and  disability.                                                  of confirmation
         2nd,  3rd, 4th quarters  1999;                                         o        End date = 60 months
         1st,  2nd,  3rd,  4th quarters                                         o        Interest rate = 8%
         2000; first quarter 2001                                               o        Total Payout = 100%
o        Date tax  assessed  = February                                         o        Amount = $13,370.16
         2, 2001
o
         New  York  State,   Department  of  $3,284.62                          o        Pymt interval = Quarterly
         Labor,  Unemployment Insurance                                         o        Pymt amt/interval = $200.88
         Division                                                               o        Begin date = Effective  date
o        Type  of  tax  =  Unemployment                                                  of confirmation
         insurance taxes                                                        o        End date = 60 months
o        Date of  assessment  =  August                                         o        Interest rate = 8%
         9, 2001                                                                o        Total Payout = 100%
12

<PAGE>

                                                                                o        Amount = $4,017.60

o        State of New Jersey,  Division  $21,101.31                             o        Pymt interval = Quarterly
         of Taxation                                                            o        Pymt      amt/interval     =
o        Type  of  tax =  Gross  income                                                  $1,290.49
         tax,    third   quarter   2000                                         o        Begin date = Effective  date
         through  fourth  quarter 2000,                                                  of confirmation
         estimated amounts                                                      o        End date = 60 months
o        Date of  assessment  =  August                                         o        Interest rate = 8%
         1, 2001                                                                o        Total Payout = 100%
                                                                                o        Amount = $25,809.80
o        Internal Revenue Service        $16,500.00                             o        Payment     in    full    on
o        Type  of  tax =  941,  January                                                  effective date of the Plan
         31, 2001
o        Commonwealth of Pennsylvania    $1,016.22                              o        Pymt  interval  = Payment in
o        Type  of tax =  Corporate  tax                                                  full  on  effective  date of
         fourth  quarter  1999,  fourth                                                  confirmation.
         quarter   2000,   and   fourth
         quarter     2001,     employer
         withholding   fourth   quarter
         1999
</TABLE>


C.       Classified Claims and Interests.
         1.         Classes of Secured Claims.Secured claims are claims secured
by liens on property of the estate. The following chart lists all classes of
creditors containing the holders of the 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


13
<PAGE>




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
                        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

         2.         Classes of Priority Unsecured Claims.         Certain
priority claims that are referred to in Code Sections 507(a)(3), (4), (5), and
(6) are required to be placed in classes. These types of claims are entitled to
priority treatment as follows: the Code requires that each holder of such a
claim receive cash on the effective date equal to the allowed amount of such
claims. However, a class of unsecured priority claim holders may vote to accept
deferred cash payments of a value, as of the effective date, equal to the
allowed amount of such claims.

14
<PAGE>

         3.       Class of General Unsecured Claims. General  unsecured  claims
are  un-collateralized  claims not entitled  to  priority   under  Code  Section
507(a).  The  following  chart  identifies  this Plan's  treatment of the class
containing all of Debtor's general unsecured claims:

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

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 Debtor will seek
                         to modify, the Debtor                                        of creditors  will  have  the alternative  of
                         believes   the  claims                                       receiving  one share of  common  stock of the
                         total $1,765,710.94                                          reorganized Debtor for each dollar owed to the
                                                                                      creditor, or  in  the alternative, it may
                                                                                      elect within 30 days of the effective  date of
                                                                                      the Plan to receive 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 percent 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

15
<PAGE>

                                                                                      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
                                                                                      will be deemed to have been substantially
                                                                                      consummated when all payments have been made.
</TABLE>



         4.        Class(es) of Interest Holders. Interest holders are the
parties who hold ownership interest (i.e., equity interest) in the Debtor. If
the Debtor is a corporation, entities holding preferred or common stock in the
Debtor are interest holders. If the Debtor is a partnership, the interest
holders include both general and limited partners. If the Debtor is an
individual, the Debtor is the interest holder. The following chart identifies
the Plan's treatment of the classes of common stock holders, preferred stock
holders and holders of warrants:

<TABLE>
<CAPTION>

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

-------------- ------------------------------------ ------------------------- ----------------------------------------
<C>                                <C>
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>

D.       Means of Effectuating the Plan.
         1.        Funding the Plan. The Plan will be funded by the following:
The Plan will be funded by Damon Testaverde delivering to the Debtor $200,000.00

16
<PAGE>

for the payment of administrative claims and unsecured claimants who elect to
receive 10 percent of the amount of their claims rather than shares of stock in
the reorganized Debtor. Damon Testaverde will receive ten shares of stock for
each dollar paid to the reorganized Debtor.
         2.       Post-Confirmation Management.  Management of the  Debtor  will
remain  with  the  Board  of Directors of the Debtor.  The  Board of Directors
consists of Brian  Bookmeyer  and Norman Greif.  Edward  Adamcik, Vice President
of Operations, will manage the day-to-day operations.
         3.       Disbursing Agent. Atkinson & DeBartolo,  P.C. shall act as the
Disbursing  Agent for the purpose of making all distributions provided for under
the Plan. The  Disbursing  Agent shall be compensated as set forth in the Plan.
E.       Other Provisions of the Plan.
         1.      Executory Contracts and Unexpired Leases.     The Plan
provides that all Executory Contracts and Unexpired Leases, except for those
specifically assumed by the Debtor in writing or previously assumed by Court
Order, shall be deemed rejected. All Proofs of Claim with respect to claims
arising from said rejection must be filed with the Bankruptcy Court within the
earlier of (i) the date set forth for filing claims in any order fo the
Bankruptcy Court approving such rejection; or (ii) thirty (30) days after the
Confirmation Date. Any such claims, proofs of which are not filed timely will be
barred forever from assertion.
         2.       Changes in Rates Subject to Regulatory Commission Approval.
This Debtor is not subject  to governmental  regulatory  commission  approval of
its rates.  However,  the Debtor is a publicly traded corporation and must file
Reports with the Security and Exchange Commission.
         3.       Retention of Jurisdiction.The Court will  retain  jurisdiction
as provided in Section III of the Plan.

17
<PAGE>

         4.         Procedures for Resolving Contested Claims. The Debtor and/or
the Disbursing Agents shall have sixty (60) days subsequent to confirmation to
object to the allowance of claims. The Proponent has reviewed the claims that
have been filed. The Proponent intends to object to the following number and
amounts of claims in each class. The Debtor intends to file an objection to one
priority claim totaling $7,500.00. This is the claim of the IRS, which is an
estimated claim and the State of New Jersey, which are estimated claims. The
Debtor will file the appropriate tax returns and cause the claims to be adjusted
accordingly. In the unsecured class the Debtor intends to object to
$1,060,971.26 of claims consisting of 22 duplicate claims or claims the Debtor
will dispute as to the amount owed. The Debtor will also object to an
administrative Proof of Claim filed by American Casualty Company of Reading, PA
in the sum of $50,000.00. The claim asserts moneys due as a result of a payment
by the surety to the United States Custom Services pursuant to a payment bond of
Ben Rickert, Inc. originally dated October 3, 1985. The Debtor Azurel, Ltd. is
not responsible for the obligations of Ben Rickert, Inc. The Debtor formed Ben
Rickert Corp. following its purchase of the assets of Ben Rickert, Inc. from the
secured creditor pursuant to an Article 9 sale.
         5.       Effective Date.   The  Plan  will  become effective  on  the
Effective  Date,  which is the  date on  which the Order of Confirmation becomes
final.
         6.       Modification.   The Plan Proponent may alter, amend or modify
the Plan at any time prior to the Confirmation Date, and thereafter, as provided
in Section 1127(b) of the Bankruptcy Code.
F.       Tax Consequences of Plan.
         CREDITORS AND INTEREST HOLDERS CONCERNED WITH HOW THE PLAN MAY AFFECT
THEIR TAX LIABILITY SHOULD CONSULT WITH THEIR OWN ACCOUNTANTS, ATTORNEYS AND/OR

18
<PAGE>

ADVISORS. The following disclosure of possible tax consequences is intended
solely for the purpose of alerting readers to possible tax issues this Plan may
present to the Debtor. The Proponent CANNOT and DOES NOT represent that the tax
consequences contained below are the only tax consequences of the Plan, because
the Tax Code embodies many complicated rules that make it difficult to state
completely and accurately all the tax implications of any action.
         The  following  are the tax  consequences  that the Plan  will have on
the  Debtor's  tax  liability: The Debtor does not believe there will be any tax
consequences as a result of the confirmation of the Plan.
G.       Risk Factors.
         The following discussion is intended to be a non-exclusive summary of
certain risks attendant upon the consummation of the Plan. You are encouraged to
supplement this summary with your own analysis and evaluation of the Plan and
Disclosure Statement, in their entirety, and in consultation with your own
advisors. Based on the analysis of the risks summarized below, the Plan
Proponent believes that the Plan is viable and will meet all requirements of
confirmation. Following confirmation, the Debtor will receive $200,000.00 from
Damon Testaverde to fund the Plan. It intends to expand and revitalize its
business. Initially, it will obtain the original bottles for the Privilege
product and introduce a new body lotion and foaming gel as a complement to the
line. It intends to enter into Distribution Agreements and develop a complete
line of Benanadre products, including a foaming gel, a moisturizing body lotion,
body sloughing cream, bath crystals, triple mild soap and a Benanadre cologne
spray. With regard to its Ben Rickert line, the company intends to obtain a new
source of bath and body products that can be branded utilizing the Ben Rickert
name and introduced to distribution channels, including sales on the internet

19
<PAGE>

possibly through the Home Shopping Network. The company also intends to develop
a new line known as Miami Colors, which will consist of mascara, eye shadow,
glitter makeup, lipstick, fragrances, soaps and nail polish for younger women.
It also intends to develop a new men's line in the third year following
confirmation, which would consist of deodorant, moisturizing lotion, aftershave
balm, shower gel, soaps, and an anti-aging wrinkle cream. With the company's
current low overhead structure and the reintroduction of its national brands, it
believes that it can be profitable in the first year of operation. Attached as
Exhibit "D" are forecasts for the Years 2002, 2003 and 2004, together with the
anticipated unit sales for each year. Once profitability is attained, the
company will seek an investment banking relationship that will utilize its
public status to obtain additional capital resources. If the Debtor is not
successful in its future operations, the shares of stock that are currently
trading at between $.10 and $.15 per share might be rendered worthless.
                  IV. CONFIRMATION REQUIREMENTS AND PROCEDURES
         PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OF THIS PLAN SHOULD
CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF
REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for
the purpose of alerting readers about basic confirmation issues they may wish to
consider, as well as certain deadlines for filing claims. The proponent CANNOT
and DOES NOT represent that the discussion contained below is a complete summary
of the law on this topic.
         Many requirements must be met before the Court can confirm a Plan. Some
of the requirements include that the Plan must be proposed in good faith, that
creditors or interest holders have accepted the Plan, that the Plan pays
creditors at least as much as creditors would receive in a Chapter 7

20
<PAGE>

liquidation, and that the Plan is feasible. These requirements are not the only
requirements for confirmation.
A.       Who May Vote or Object.
         1.       Who May Object to Confirmation of the Plan. Any   party   in
interest may object to the confirmation of the Plan, but as explained below, not
everyone is entitled to vote to accept or reject the Plan.
         2.       Who May Vote to Accept/Reject the Plan.       A creditor or
interest holder has a right to vote for or against the Plan, if that creditor or
interest holder has a claim that is both (1) allowed or allowed for voting
purposes; and (2) classified in an impaired class.
                  a.         What is an Allowed Claim/Interest. As noted above a
creditor or interest holder must first have an allowed claim or interest to have
the right to vote. Generally, any Proof of Claim or interest will be allowed,
unless a party in interest brings a motion objecting to the claim. When an
objection to a claim or interest is filed, the creditor or interest holder
holding the claim or interest cannot vote unless the Court, after notice and
hearing, either overrules the objection or allows the claim of interests for
voting purposes.
                  THE BAR DATE FOR FILING A PROOF OF CLAIM IN THIS CASE WAS June
4, 2001.
                  A creditor on interest holder may have an allowed claim or
interest even if a Proof of Claim or interest was not timely filed. A claim is
deemed allowed if (1) it is scheduled on the Debtor's Schedules and such claim
is not scheduled as disputed, contingent or unliquidated; and (2) no party in
interest has objected to the claim. An interest is deemed allowed if it is
scheduled and no party in interest has objected to the interest.

21
<PAGE>

                  b.         What is an Impaired Claim/Interest.As noted above
an allowed claim or interest only has the right to vote if it is in a class that
is impaired under the Plan. A class is impaired if the Plan alters the legal,
equitable or contractual rights of the members of the class. For example, a
class comprised of general unsecured claims is impaired if the Plan fails to pay
the members of the class 100 percent of their claim, plus interest.
                  In this case, the Proponent believes that Classes 1, 2, 3, 4,
and 6 are impaired and that holders of claims in each of these classes are
therefore entitled to vote to accept or reject the Plan. The Proponent believes
that Classes 5 and 7 are unimpaired and that holders of claims in each of these
Classes therefore do not have the right to vote to accept or reject the Plan.
Parties who dispute the Proponent's characterization of their claim or interest
as being impaired or unimpaired may file an objection to the Plan contending
that the Proponent has incorrectly characterized the Class.
         3.         Who is Not Entitled to Vote.         The following four
types of claims are not entitled to vote: (1) claims that have been disallowed;
(2) claims in unimpaired classes; (3) claims entitled to priority pursuant to
Code Sections 507(a)(1), (a)(2) and (a)(8); and (4) claims in classes that do
not receive or retain any value under the Plan. Claims in unimpaired classes are
not entitled to vote because such classes are deemed to have accepted the Plan.
Claims entitled to priority pursuant to Code Sections 507(a)(1) and (a)(2) are
not entitled to vote because such claims are not placed in classes and they are
required to receive certain treatment specified by the Code. Claims in classes
that do not receive or retain any value under the Plan do not vote because such
classes are deemed to have rejected the Plan. EVEN IF YOUR CLAIM IS OF THE TYPE
DESCRIBED ABOVE, YOU MAY STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE
PLAN.

22
<PAGE>

         4.         Who Can Vote in More Than One Class.          A creditor
whose claim has been allowed in part as a secured claim and in part as an
unsecured claim is entitled to accept or reject a Plan in both capacities by
casting one ballot for the secured part of the claim and another ballot for the
unsecured claim.
         5.         Votes Necessary to Confirm the Plan.          If impaired
classes exist, the Court cannot confirm the Plan unless (1) at least one
impaired class has accepted the Plan without counting the votes of any insiders
within that class, and (2) all impaired classes have voted to accept the Plan,
unless the Plan is eligible to be confirmed by "cram-down" on non-accepting
classes, as discussed later in Section (IV.A.8).
         6.         Votes necessary for a Class to Accept the Plan.        A
class of claims is considered to have accepted the Plan when more than one-half
in number and at least two-thirds in dollar amount of the allowed claims that
actually voted in favor of the Plan. A class of interests is considered to have
accepted the Plan when at least two-thirds in amount of the allowed interest
holders of such class that actually voted to accept the Plan.
         7.         Treatment of Non-Accepting Classes.As noted above even if
all impaired classes do not accept the proposed Plan, the Court may nonetheless
confirm the Plan if the non-accepting classes are treated in the manner required
by the Code. The process by which non-accepting classes are forced to be bound
by the terms of the Plan, is commonly referred to as "cram-down". The Code
allows the Plan to be "crammed down" on non-accepting classes of claims or
interests if it meets all consensual requirements, except the voting
requirements of Section 1129(a)(8), and if the Plan does not "discriminate
unfairly" and is "fair and equitable' toward each impaired class that has not
voted to accept the Plan as referred to in 11 U.S.C. 1129(b) and applicable case
law.

23
<PAGE>

         8.       Request for Confirmation Despite Non-Acceptance by Impaired
Class(es). The party proposing  this Plan asks the Court to confirm this Plan by
cram-down on impaired  classes if any of these  classes
do not vote to accept the Plan.
B.       Liquidation Analysis.
         Another confirmation requirement is the "Best Interest Test", which
requires a Liquidation Analysis. Under the Best Interest Test, if a claimant or
interest holder is in an impaired class and that claimant or interest holder
does not vote to accept the Plan, then that claimant or interest holder is in an
unimpaired class and that claimant or interest holder does not vote to accept
the Plan, then that claimant or interest holder must receive or retain under the
Plan property of a value not less than the amount that such holder would receive
or retain if the Debtor were liquidated under Chapter 7 of the Bankruptcy Code.
         In a Chapter 7 case, a Chapter 7 Trustee usually sells the assets of
the Debtor. Secured creditors are paid first from the sales proceeds of the
properties on which the secured creditor has a lien. Administrative claims are
paid next. Next, unsecured creditors are paid from any remaining sales proceeds,
according to their rights to priority. Unsecured creditors with the same
priority share in proportion to the amount of their allowed claims. Finally,
interest holders receive the balance that remains after all creditors are paid,
if any.
         In order for the Court to be able to confirm this Plan, the Court must
find that all creditors and interest holders who do not accept in the Plan will
receive at least as much under the Plan as such holders would receive under a
Chapter 7 liquidation. The Plan Proponent maintains that this requirement is met
here for the following reasons: In the event of liquidation, the unsecured
creditors would receive no dividend. Based upon the Plan the unsecured creditors
are guaranteed a dividend of at least 45 percent, if they elect a cash payment.
However, the stock of the Debtor has been trading between $.10 and $.15 per

24
<PAGE>

share. The creditors will be entitled to receive shares of stock rather than
receive a payment of a 10 percent dividend, which would result in their ability
to sell the shares of stock on the open market. Those creditors who receive the
shares of stock will receive a cash dividend of $.20. Whether the unsecured
creditors receive the shares of stock and the $.20 dividend or take the 45
percent dividend, the amount they will receive is in excess of the amount they
would receive in a Chapter 7 litigation.
         Below is a demonstration, in Balance Sheet form, that all creditors and
interest holders will receive at least as much under the Plan as such creditor
or interest holder would receive under a Chapter 7 liquidation:
                                     Assets
         Personal Property:                                       $2,383,498.00
                                                                  --------------
         PLC Note                               $1,800,000.00
                  Less:
                  Lien - TEK Insight            $1,823,833.16
         Accounts receivable                    $  128,231.00
         Inventory                              $  215,469.00
                  Less:
                  Lien - Int'l Smart Sourcing   $  560,947.94
         Cash on hand                           $    82,972.00
         Trademarks                                  Unknown
                  Less:
                  Lien - Damon Testaverde       $1,000,000.00

         Total Net Assets after deducting liens                      $82,972.00
                                                                  --------------

                                   Liabilities
         Priority Claims:
                  Chapter 7 admin. expenses     $   30,000.00
                  Chapter 11 admin. expenses    $   95,500.00
                  Other priority claims:
                  State of New York, Dept of    $   17,223.87
                           Taxation
                  IRS                           $    7,500.00
                  State of New Jersey, Div.     $   10,536.41
                           of Employer accts
                  NY State, Dept of Labor       $  357,500.00

25
<PAGE>

                  State of NJ, Div of Taxation  $   52,000.00
         Total priority claims:                                   $569,868.05
         Amount available for unsecured claims                    $0.00
                  (total assets minus priority claims)
         Total unsecured claims                                   $2,826,682.20
         Estimated dividend in Chapter 7                                 0%
                  (amount available - unsecured claims)

C.       Feasibility.
         Another requirement for confirmation involves the feasibility of the
Plan, which means that confirmation of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization of the Debtor
or any successor to the Debtor under the Plan, unless such liquidation or
reorganization is proposed in the Plan.
         There are at least two important aspects of a feasibility analysis. The
first aspect considers whether the Debtor will have enough cash on hand on the
Effective Date of the Plan to pay all the claims and expenses that are entitled
to be paid on such date. The Plan Proponent maintains that this aspect of
feasibility is satisfied as illustrated here:
         Cash Debtor will have on hand by Effective Date            $282,000.00
         Minus:  To Pay: Administrative Claim                     - $ 95,500.00
                   To Pay: Statutory costs and charges            -       $0.00
                   To Pay: Other Plan pymt due on Effective Date  - $      0.00
         Balance after paying these amounts                         $184,500.00

The source of the cash Debtor will have on hand by the Effective Date, as shown
above, are:
         Cash in DIP account now                                     $82,000.00
         Plus:    Additional cash DIP will accumulate from net   +        $0.00
                  earnings between now and Effective Date
                  Borrowing                                      +        $0.00
                  Capital Contributions                          +        $0.00
                  Other, purchase of shares by Damon Testaverde  +  $200,000.00
         Total                                                      $282,000.00

         The second aspect considers whether the Proponent will have enough cash
over the life of the Plan to make the required Plan payments.

26
<PAGE>

         The Proponent believes that this second aspect of the feasibility
requirement is met for the following reasons: Damon Testaverde is depositing the
$200,000.00 in an account for the funding of the Plan. The moneys will be
available in the event the Plan is confirmed.
         In summary, the Plan proposes to pay $26,908.49 each quarter. As
Debtor's financial projections demonstrate, Debtor will have an average cash
flow, after paying operating expenses and post-confirmation taxes, of $65,707.50
each quarter for the first two years of the Plan. The final Plan payment is
expected to be paid on or about January 1, 2006. The Plan Proponent contends
that Debtor's financial projections are feasible in light of the profit margin
for a traditional cosmetic company. The gross margin in year one is estimated at
60 percent. As discussed earlier, in the Disclosure Statement at Section
(II.E.4), the Debtor has implemented procedures to decrease expenses.
         Accordingly, the Plan Proponent believes, on the basis of the
foregoing, that the Plan is feasible.
                      V. EFFECT OF CONFIRMATION OF THE PLAN
A.       Discharge.
         ---------
         The Plan provides that upon confirmation of the Plan, the Debtor shall
be discharged of liability for payment of debts incurred before confirmation of
the Plan, to the extent specified in 11 U.S.C. 1141. However, any liability
imposed by the Plan will not be discharged. If confirmation of the Plan does not
occur, or if after confirmation or occurs, the Debtor elects to terminate the
Plan, the Plan shall be deemed null and void. In such event, nothing contained
in the 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 the Plan shall

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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 the Plan upon confirmation thereof.
B. Re-vesting of Property in the Debtor.
         Except as provided in the Plan,  the confirmation  of the Plan re-vests
all of the property of the estate in the Debtor.
C.       Modification of the Plan.
         The Proponent may modify the Plan at any time before confirmation.
However, the Court may require a new Disclosure Statement and/or re-voting on
the Plan, if Proponent modifies the Plan before confirmation.
         The Proponent may also seek to modify the Plan at any time after
confirmation so as (1) the Plan has not been substantially consummated; and (2)
the Court authorizes the proposed modification after notice and a hearing.
Proponent further reserves the right to modify the treatment of any allowed
claims at any time after the Effective Date of the Plan upon the consent of the
creditor whose allowed claim treatment is being modified so long as no other
creditors are materially adversely affected.
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 performance of the Plan, or if cause exists under Section 1112(b).
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 re-vest in the Chapter 7 estate,

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and the automatic stay will be re-imposed upon the re-vested property only to
the extent that relief from the stay was not previously granted by the Court
during this case.
         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: