ABBEY, WEITZENBERG, HOFFMAN & EMERY PC
TIMOTHY W. HOFFMAN, ESQ., SB# 114962
1105 North Dutton Avenue, P. O. Box 1566
Santa Rosa, CA  95402

Telephone:  (707) 542-5050

Attorneys for Debtor and Debtor-In-Possession




                         UNITED STATES BANKRUPTCY COURT

                         NORTHERN DISTRICT OF CALIFORNIA


In re                                 )  CASE NO. 00-10035
                                      )
         EMB, Inc.                    )  CHAPTER 11
                                      )
Debtor and Debtor-In-Possession.      )
--------------------------------------)


                             PLAN OF REORGANIZATION

       This Plan of Reorganization (hereinafter this "Plan") is proposed by EMB,
Inc., the Debtor and Debtor-in-Possession herein (hereinafter the "Debtor").
Through this Plan the Debtor seeks to resolve and reorganize its financial
affairs. Please refer to the accompanying Disclosure Statement for a discussion
of the Debtor's history, assets and liabilities, and for a summary and analysis
of this Plan. All creditors are encouraged to consult the Disclosure Statement
before voting to accept this Plan. No solicitation materials other than the
Disclosure Statement have been authorized by the Court for use in soliciting
acceptances or rejections of this Plan.

                                    ARTICLE I

                                   DEFINITIONS

        The following terms when used in this Plan shall, unless the context
otherwise requires, have the following meaning:

        A. "Administrative Expense" means those expenses described in Section
503 of the Bankruptcy Code.

        B. "Allowed Claim" or "Allowed Interest" means a claim or interest (a)
for which a

                                      -1-
                                                          PLAN OF REORGANIZATION
<PAGE>

proof of claim or interest was timely filed with the Court, or (b)
scheduled in a list of creditors or shareholders, or any amendment thereto,
prepared and filed with the Court pursuant to Rule 1007 of the Bankruptcy Rules
of Procedure and not listed as disputed, contingent or unliquidated, and in
either case as to which no objection has been filed or the claim or interest is
allowed by Final Order or deemed allowed by this Plan.

        C. "Allowed Priority Claim" means an allowed claim for which the holder
asserts and is determined to be entitled to priority under Section 507 of the
Bankruptcy Code.

        D. "Allowed Secured Claim" means an allowed claim that is secured by a
valid lien on property of the Debtor which is not void or voidable under any
state or federal law including any provisions of the Bankruptcy Code. That
portion of such claim exceeding the value of security held therefore shall be an
allowed unsecured claim except as modified by this Plan.

        E. "Allowed Unsecured Claim" means an allowed claim against the Debtor
which is not an Allowed Priority Claim or an Allowed Secured Claim.

        F. "Bankruptcy Code" means Title 11 of the United States Code and shall
also include Sections 157, 158, 1334, 1408-1412, and 1452 of Title 28 of the
United States Code.

        G. "Bankruptcy Court" means the United States Bankruptcy Court for the
Northern District of California, Division One, or such other court or forum as
may be vested with original jurisdiction to confirm plans of reorganization
under Chapter 11 of the Bankruptcy Code and to adjudicate matters with respect
to such plans.

        H. "Confirmation" means entry of an order by the Bankruptcy Court
confirming this Plan.

        I. "Debtor" or "Debtor-In-Possession" means EMB, Inc.

        J. "Effective Date" means 10 days after entry of an order confirming
this Plan regardless of whether such order is a Final Order.

        K. "Estate" means all of the Debtor's now existing legal or equitable
interests in any tangible or intangible property, whether real or personal.

        L. "Final Order" means an order or judgment of a court of appropriate
jurisdiction as to which (a) any appeal that has been taken has been finally
determined or dismissed, or (b) the time



                                      -2-
                                                          PLAN OF REORGANIZATION
<PAGE>

for appeal has expired and a notice of appeal has not been filed timely.

        M. "Lien" means any charge against or interest in property of the Estate
to secure payment of a debt or performance of an obligation and includes,
without limitation, any judicial lien, security interest, mortgage, deed of
trust and statutory lien as defined in Section 101 of the Bankruptcy Code.

        N. Any term used in this Plan that is not defined here but that is used
in the Bankruptcy Code shall have the meaning assigned to that term in the
Bankruptcy Code.

                                   ARTICLE II

                     CLASSIFICATION OF CLAIMS AND INTERESTS

        The following is a designation of the classes of claims and the class of
interests provided for in this Plan. Administrative claims and priority tax
claims of the kinds specified in Bankruptcy Code ss. 507(a)(1) and ss.507(a)(8)
respectively, have not been classified and are excluded from the following
classes in accordance with the provisions of ss.1123(a)(1) of the Bankruptcy
Code. A claim or interest shall be deemed classified in a different class to the
extent that any remainder of the claim or interest qualifies within the
description of such different class. A claim is in a particular class only to
the extent that the claim is an Allowed Claim in that class.

        Class   1

        The claim of Zapworld.com secured by all of the Debtor's assets. Class 2
        The claims entitled to priority under ss.ss.507(a)(3) and (4) of the
        Bankruptcy Code.

        Class 3

        The unsecured claims not entitled to priority under ss.507(a) of the
        Bankruptcy Code.

        Class 4

        The unsecured claims not entitled to priority under ss.507(a) of the
        Bankruptcy Code of $100 or less, and all unsecured claims not entitled
        to priority under ss.507(a) of the Bankruptcy Code of larger amounts
        that are reduced to $100 by their holders by written election received
        by Debtor's counsel on or before the date first set for confirmation of
        this Plan.


                                      -3-
                                                          PLAN OF REORGANIZATION

<PAGE>

        Class 5

        The interests of the Debtor's preferred shareholders.

        Class 6

        The interests of the Debtor's common shareholders.

                                   ARTICLE III

                              IMPAIRMENT OF CLAIMS

        The claims in Classes 2 and 4 are impaired in that holders of claims in
such class will not receive interest on their Allowed Claims. The Class 2 and 4
claimants shall receive cash equal to their Allowed Claims on or before the
Effective Date of the Plan.

         The claim in Class 1 is impaired insofar as that claim will not be paid
under this Plan. The remaining claims are impaired insofar as payments on those
claims are not current and will be further delayed under this Plan as more
particularly described in Article V, below.

                                   ARTICLE IV

                       TREATMENT OF NON-CLASSIFIED CLAIMS

        Each holder of an Allowed Claim of the kind specified in ss. 507(a)(1)
or (8) of the Bankruptcy Code, not otherwise separately classified herein, shall
receive on account of such claim cash equal to the allowed amount of such claim,
unless such holder shall have agreed to a less favorable treatment. Payments on
account of such a claim shall be distributed on the later of the following
dates:

           (1) The Effective Date; or

           (2) As soon as practical after the order allowing the claim becomes a
Final Order, if the claim is disputed or if applicable provisions of the
Bankruptcy Code otherwise require Bankruptcy Court approval.
///
///
///
                                      -4-
                                                          PLAN OF REORGANIZATION

<PAGE>

                                    ARTICLE V

                           MEANS FOR EXECUTION OF PLAN

      A. Sale of Assets

           1. The Debtor shall proceed to consummate its existing Agreement to
sell all of its assets to Zapworld.com pursuant to the terms and conditions
contained in a certain letter agreement dated December 15, 1999.

           2. On the Effective Date, Zapworld.com shall pay to the Debtor cash
in an amount equal to Allowed Claims entitled to priority under ss.507)(a) of
the Bankruptcy Code up to a maximum of $100,000 and shall issue to creditors and
shareholders of the Debtor 140,000 shares of Zapworld.com's common stock as
provided herein. Transfer of the stock will be restricted as more particularly
described below. Zapworld.com can increase the cash portion of the purchase
price in exchange for a corresponding reduction in the number of shares of
common stock.

           3. The Debtor shall transfer to Zapworld.com title to all of its
rights, assets and intangible assets, including but not limited to, the
following:

           (a) All of the Debtor's rights of every kind and nature with respect
to its business of manufacturing and selling electric vehicles;

           (b) All equipment, furniture and other fixed assets whether owned or
leased.

           (c) All inventory and work in progress.

           (d) All patents (including patents pending), copyrights, trade
secrets, trademarks and all other proprietary rights of the Debtor and all
rights under any licenses of any patents, copyrights, trade secrets, trademarks
and all other intangible assets, whether the Debtor holds those rights as a
licensor or licensee;

           (e) All causes of action, claims and rights other than avoiding
powers arising under Sections 544,547, 548 and 549 of the Bankruptcy Code.

           (f) All rights under any lease of any personal or real property used
or operated by the Debtor.

      B.  Transferability of Zapworld.com Stock



                                      -5-
                                                          PLAN OF REORGANIZATION

<PAGE>

           1. Securities Law Treatment

           Pursuant to the provisions of Section 1145 of the Bankruptcy Code,
the Zapworld.com common stock issued hereunder in exchange for claims and
interests under this Plan, except for Zapworld.com common stock issued to
underwriters (as that term is defined in section 1145(b) of the Bankruptcy
Code), shall be exempt from the registration requirements of the Securities Act
of 1933, as amended, and any state or local laws requiring the registration for
offer or sale of a security or registration or licensing of an issuer,
underwriter or dealer.

                           2.  Contractual Restriction On Transfer

           a. Subject to applicable provisions of federal and state laws
governing the sales of securities, no shares of Zapworld.com common stock issued
pursuant to this Plan may be sold in a brokerage transaction for 18 months after
the Effective Date. On or after the first day of the 18th month which begins
after the Effective Date, each holder of a Class 3 claim which receives shares
of Zapworld.com common stock under this Plan may sell or transfer such shares in
any manner such holder chooses. On or after the first day of the 24th month
which begins after the Effective Date, each holder of a Class 5 or 6 interest
which receives shares of Zapworld.com common stock under this Plan may sell or
transfer such shares in any manner such holder chooses.

           b. The foregoing restrictions shall not prevent the sale, transfer,
or encumbrance of shares in transactions outside the public market if the
transferor receives from the transferee written acknowledgment that the
securities will continue to be subject to the foregoing restrictions in the
hands of the transferee.

      C. Assumption and Assignment of Leases

           1. Confirmation of this Plan shall serve as an assumption of the
Conseco equipment lease as well as the real property lease with Pine Creek
Properties pursuant to Bankruptcy Code section 365. Upon Confirmation these
leases shall be assumed by and assigned to Zapworld.com, and the Debtor shall
have no further liability thereunder.

      D. Distributions To Creditors And Interest Holders

           1. On or before the Effective Date, the Debtor shall distribute cash
to the


                                      -6-
                                                          PLAN OF REORGANIZATION

<PAGE>

holders of allowed administrative claims, Allowed Claims in Classes 2 and 4, and
Allowed Claims entitled to priority under ss.507(a)(8) of the Bankruptcy Code .

           2. Not later than 30 days after the Effective Date, the Debtor shall
send to Zapworld.com a list of all Allowed Claims and Allowed Interests entitled
to share in the pool of 140,000 shares of Zapworld.com common stock. Not later
than 30 days after receive of the foregoing list, Zapworld.com shall distribute
shares of Zapworld.com stock to each holder of an Allowed Claim in Class 3 with
a value equal to the amount of such holder's Allowed Claim. If there are
insufficient shares to pay all Allowed Claims in Class 3 in full, the shares
shall be distributed pro rata to such holders.

           If shares remain undistributed after such distributions, Zapworld.com
shall distribute shares of Zapworld.com stock to each holder of an Allowed
Interest in Class 5 with a value equal to the amount of the fixed liquidation
preference applicable to such shares. If there are insufficient shares to pay
all Allowed Interests in Class 5 in full, the shares shall be distributed pro
rata to such holders.

           If shares remain undistributed after such distributions, Zapworld.com
shall distribute shares of Zapworld.com stock, pro rata, to all holders of an
Allowed Interests in Class 6.

           For purposes of this distribution the stock shall be deemed to have a
value equal to the average daily trading price of the Zapworld.com stock for the
period of 30 days immediately preceding the first hearing set on the Disclosure
Statement which accompanies this Plan. The certificates for such shares shall
bear legends indicating the applicable restrictions on their transferability.
Fractional shares shall not be distributed. Instead, the number of shares to be
distributed to any particular creditor shall be rounded up to the nearest whole
number.

      E. Miscellaneous.

           1. All secured creditors shall retain their existing liens.

           2. Zapworld.com shall not assume any of the Debtor's liabilities,
debts or obligations other than those created by the leases with Conseco and
Pine Creek Properties.

           3. Where objections have been filed with the Bankruptcy Court or are


                                      -7-
                                                          PLAN OF REORGANIZATION

<PAGE>

contemplated by the Debtor with respect to a claim, whether classified or
nonclassified, any payment otherwise payable on account of said claim shall be
held in reserve by the Debtor to be paid at such time as the claim becomes an
Allowed Claim pursuant to a Final Order. In the event that such claim is
disallowed by a Final Order, the amount so held in reserve shall be distributed
with other funds in the manner provided generally by this Plan.

           4. The Debtor shall pay all post-confirmation quarterly fees owed to
the Office of the United States Trustee and shall file any and all required
post-confirmation reports with the Bankruptcy Court with a copy served on the
United States Trustee.

                                   ARTICLE VI

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES

           The Debtor hereby rejects any of its executory contracts and
unexpired leases not otherwise assumed in this Plan.


                                   ARTICLE VII

                RETENTION OF JURISDICTION BY THE BANKRUPTCY COURT

        Following Confirmation, the Bankruptcy Court shall retain jurisdiction
over all matters concerning the administration of the case and this Plan,
including but not limited to, the consideration and approval of administrative
expenses; the determination whether compensation paid to professionals is
reasonable; the determination of objections to claims; any proceedings which may
be necessary to collect claims of the Debtor, including avoidable transfers; the
enforcement of any order in this case; and entry of an order terminating this
case.


DATED: May ___, 2000
                                            EMB, Inc.


                                            By_________________________________
                                                   Scott Cronk, President
///
///
///


                                      -8-
                                                          PLAN OF REORGANIZATION

<PAGE>

ABBEY, WEITZENBERG, HOFFMAN & EMERY PC
Attorneys for Debtor and Debtor-In-Possession





By:
    --------------------------
        Timothy W. Hoffman



        Zapworld.com hereby joins in this Plan of Reorganization and agrees to
be bound thereby.

                           --------------------
                           Zapworld.com



                           By:      __________________
                                    Gary Starr, President




                                      -9-
                                                          PLAN OF REORGANIZATION