<PAGE>


     Warnicke  &  Littler,  P.L.C.
     1411  N.  Third  Street
     Phoenix,  Arizona  85004
     TELEPHONE  (602)  256-0400
     FAX  (602)  256-0345



E-MAIL:  administrator@warnickelittler.com
Ronald  E.  Warnicke/SBN  001791
Thomas  E.  Littler/SBN  006917
Attorneys  for  Debtor
                                                         COPY OF
                                                 ORIGINAL FILED ON THIS DATE
                                                        JUL 26 2002

                                                     Kevin E. O'Brien
                                                   CLERK U.S. BANKRUPTCY
                                                    COURT, DIST. OF AZ


                         UNITED STATES BANKRUPTCY COURT

                               DISTRICT OF ARIZONA


In  re:
     No.  02-01090-PHX-RTB
In  re:

MW MEDICAL, INC., a Nevada corporation,)     No.  02-01090-PHX-RTB
                                       )
                            Debtor.    )     Chapter  11
---------------------------------------------------------------------
In  re:                                )
                                       )
MICROWAVE MEDICAL CORPORATION,         )
a California corporation,              )     No.  02-01298-PHX-GBN
                                       )
                                       )
                                       )
                           Debtor.     )     Chapter  11
---------------------------------------------------------------------

                                     AMENDED
                            ORDER CONFIRMING DEBTORS'
                   FIRST AMENDED JOINT PLAN OF REORGANIZATION
                           Hearing Date:  May 29, 2002
                            Hearing Time:  9:00 a.m.

     This  matter  came  before  the  Court  on May 29, 2002, for a confirmation
hearing  on  the  Debtors'  Amended  Joint Plan of Reorganization, (the "Plan"),
which  was  set  by  the  Court on April 11, 2002.  Unless stated otherwise, all
terms  defined  in the Plan will have the same meanings when used in this Order.
With  respect  to  the  Plan,  the  Court  finds  and  concludes  as  follows:

     1,  By an Order dated April 11, 2002, the Court approved the Debtors' First
Amended  Joint  Disclosure Statement (the "Disclosure Statement") related to the
First  Amended Joint Plan after circulation of the Disclosure Statement and Plan
as  required  by the Bankruptcy Code; said Order fixed the procedures related to
the  solicitation of votes on the Plan. Following the Court's entry of the Order
approving  the  Disclosure  Statement, plan solicitation packages, including the
Disclosure Statement, were timely transmitted to the creditors and plan packages
including  a  court  approved  summary  of  the  Disclosure  Statement

<PAGE>


were  mailed  to equity security holders, all in accordance with Bankruptcy Rule
3017(d)  and  other  applicable  procedural  rules.


     2.  Voting  on  the  Joint  Plan  is summarized in the "Ballot Report" (the
                                                             -------------
"Ballot Report") filed by the Debtors with the Court on May 24, 2002. Each class
of  creditors  accepted  the Plan in the requisite percentages, no vote was cast
against  the  Plan  by  any  creditor  and  the  Plan  is  fully  consensual.

     3.  Only one objection to the Joint Plan was filed. The objection was filed
by  the  Internal Revenue Service, seeking that the Plan not be confirmed unless
arrangements  for  payment  of  its priority claim be made. The Internal Revenue
Service was represented in open court and has agreed that its objection be ruled
upon  and has presented no evidence to support its estimate that monies are due.
The  Internal  Revenue  Service withdraws its claim and has approved the form of
this  Order.

     4.  On  May  29,  2002, the Court conducted the confirmation hearing on the
Joint Plan, at which time the Court considered all pleadings and other documents
related  to plan confirmation, including, but not limited to: (i) the Plan terms
in  the First Amended Joint Plan attached hereto as Exhibit 1; and (ii) argument
by  counsel  and parties in interest appearing at the confirmation hearing; and,
(iii) the proposed modification of the Plan providing for non cash payment of an
administrative claim in exchange for stock in an affiliate under Section 1145 of
the Bankruptcy Code. The Court also considered any prior testimony, evidence and
motions  that have been presented or filed in these cases, and the entire record
before  the  Court.

     5.  The  Court  expressly finds and concludes that modification to the Plan
for  payment  of  Warnicke  & Littler or Ronald E. Warnicke as an administrative
expense,  incorporated  in  the modified Plan attached hereto as Exhibit 1, does
not  materially  or  adversely  change  the  treatment  of  any  creditor  or
party-in-interest  who  has  previously  cast a ballot to or reject the Plan and
that  the  principal  purpose  of  the  modification to the Joint Plan is to pay
administrative  expenses  for  which  the  Debtors have no

                                       2

<PAGE>


funds  available.  Said administrative expense is reasonable based upon the work
done  in  this  case as apparent from the record involved in taking this case to
successful confirmation and said claim is deemed allowed and shall be fully paid
pursuant  to  the  modification  as  set  forth  in Exhibit "1". Accordingly, no
further  disclosure  of  information,  solicitation  of creditors and parties in
interest,  or  voting  is required with respect to the modification of the First
Amended  Joint Plan attached hereto as Exhibit "1." The term "Plan" used in this
Order  shall  hereinafter  include  the First Amended Joint Plan as modified and
attached  hereto  as Exhibit "1", certain typographical errors in the attachment
to  Exhibit  "1"  having  been  corrected.

     6.  Confirmation  of  the  Plan  is  a  core  proceeding  under  28  U.S.C.
Sec.157(b)(2).  Pursuant to 28 U.S.C. Sec.Sec.157(b)(2) and 1334, this Court has
the  jurisdiction  to  enter  a final order confirming the Plan. The Court finds
that  the  First Amended Joint Plan of Reorganization substantively consolidates
the  two  bankruptcy  cases.

     7. The Plan and this Court's hearing thereon were filed in good faith, duly
and  properly  noticed  to all creditors and parties in interest in the Debtors'
Chapter  11  cases.  The  Court has determined that the Plan (attached hereto as
Exhibit  "1")  satisfies  the  requirements  for  confirmation  set forth in the
Bankruptcy  Code  Sec.1129  (a)  through  (d)  and  that the modification is not
material.

     Based  on  the  foregoing  findings  and conclusions, and the entire record
before  the  Court;  and  good cause appearing, IT IS HEREBY ORDERED as follows:

     A.  The  Plan,  attached  hereto  as  Exhibit  1,  shall be, and hereby is,
confirmed pursuant to Bankruptcy Code Sec.1129 and the objection of the Internal
Revenue  Service  is  overruled  and  denied.  The  two  bankruptcy  cases  are
substantively  consolidated.

     B.  The  Debtors and all other necessary parties are authorized, empowered,
and  directed,  without  further  Order of this Court and pursuant to Bankruptcy
Code  Sec. Sec.  1142 and 1145, to execute and


                                       3

<PAGE>


deliver  any  instrument, any shares of free trading stock pursuant to the Plan,
or  any other document incidental to consummation of the Plan and to perform any
act, that is necessary, desirable, or required for the consummation of the Plan.
Pursuant  to  Bankruptcy  Code Sec.1141, and except as otherwise provided in the
Plan  or  this  Order, entry of this Order discharges any and all Claims against
the  Debtors,  including,  but not limited to, any Claim which arose at any time
before  the  entry  of the Order and any Claim of a kind described in Bankruptcy
Code  Sec.502(g),  (h)  and  (i).  On and after the Confirmation Date, and as to
every  discharged  Claim,  every  holder  of  a  Claim  shall  be precluded from
asserting  against  the  Debtors,  and  any  assets  of  the  Debtors,  any such
discharged  Claim  and any rights, remedies, demands, damages, or liabilities of
any  kind  arising from or related to any such discharged Claim. Debtors as used
in  this  paragraph  of  this  order  includes all successors and/or affiliates.

     C.  Chapter  11  debtors  may pay Chapter 11 fees to the Office of the U.S.
Trustee after confirmation of a plan of reorganization and the Debtors shall be,
and  hereby  are, directed to continue paying in cash the U.S. Trustee fees from
and after the Confirmation Date as such fees become due until the Debtors' cases
are  closed.

     D.  This  Court  shall  retain jurisdiction in accordance with the terms of
Article  10 of the Plan. This retention of jurisdiction shall not, and does not,
affect  the finality of this Order. The Court hereby expressly directs that this
Order  shall  be  entered  forthwith,  and  shall  be  effective  immediately.

                     JUL 26 2002
     DATED  this  ____  day  of  __________,  2002.

                                   /s/ REDFIELD  T  BAUM
                                   -------------------------------------
                                   THE  HONORABLE  REDFIELD  T  BAUM
                                   UNITED  STATES  BANKRUPTCY  JUDGE

ACCEPTED  AND  APPROVED
AS  TO  FORM  AND  CONTENT.

/s/ Paul  A.  Randolph
________________________________________
Paul  A.  Randolph
United  States  Attorney
District  of  Arizona


                                       4


<PAGE>



     Warnicke  &  Littler,  P.L.C.
     1411  N.  Third  Street
     Phoenix,  Arizona  85004
     TELEPHONE  (602)  256-0400
     FAX  (602)  256-0345


E-MAIL:  administrator@warnickelittler.com
Ronald  E.  Warnicke/SBN  001791
Thomas  E.  Littler/SBN  006917
Attorneys  for  Debtor



                                                        RECEIVED

                                                   2002 MAY 29 P 3:19

                                                     Kevin E. O'Brien
                                                   CLERK U.S. BANKRUPTCY
                                                    COURT, DIST. OF AZ

                         UNITED STATES BANKRUPTCY COURT

                               DISTRICT OF ARIZONA


In  re:

MW MEDICAL, INC., a Nevada corporation,)     No.  02-01090-ECF  -RTB
                                       )
                            Debtor.    )     Chapter  11
---------------------------------------------------------------------
In  re:                                )
                                       )
MICROWAVE MEDICAL CORPORATION,         )
a California corporation,              )     No.  02-01298-ECF
                                       )
                           Debtor.     )     Chapter  11
---------------------------------------------------------------------


       FIRST AMENDED JOINT PLAN OF REORGANIZATION DATED FEBRUARY 21, 2002
                 PROPOSED BY WARNICKE & LITTLER FOR THE DEBTORS
                       AS MODIFIED AT CONFIRMATION HEARING
                      _____________________________________


<PAGE>



ARTICLE                                                                    PAGE
-------                                                                    ----

I.               DEFINITIONS                                                 2
                 1.01    Defined  Terms                                      2
                 1.02    Undefined  Terms                                    2
                 1.03    Interpretation                                      2

II.             CLASSIFICATION  OF  CLAIMS  AND  INTERESTS                   2
                 2.01    General                                             2
                 2.02    Class  1:  Administrative  Expenses                 2
                 2.03    Class  2:  Priority  Tax  Claims                    3
                 2.04    Class  3:  Priority  Wage  Claims.                  3
                 2.05    Class  4:  General  Unsecured  Claims               3
                 2.06    Class  5:  Unsecured Portion of Secured Creditors'
                                    Claims                                   3
                 2.07    Class  6:  Secured  Claims                          3
                 2.08    Class  7:  Equity  Security  Holders'  Interest     3
                 2.09               Elimination  of  Classes                 3

III.           IDENTIFICATION  OF  UNIMPAIRED  CLASSES  OF
               CLAIMS  AND  EQUITY INTERESTS                                 3
                 3.01    Unimpaired Classes  of  Claims                      3
                 3.02    Impairment Controversies                            3

IV.          ACCEPTANCE  OR  REJECTION  OF  PLAN;  EFFECT  OF
             REJECTION  BY  ONE  OR  MORE  CLASSES  OF  CLAIMS               4
                 4.01    Classes  Entitled  to  Vote                         4
                 4.02    Creditors  Not  Entitled  to  Vote                  4
                 4.03    Class  Acceptance  Requirement                      4
                 4.04    One  Vote  Per  Holder                              4
                 4.05    Cramdown                                            4

V.            TREATMENT  OF  ADMINISTRATIVE  EXPENSES  AND
              CLASSES  NOT  IMPAIRED  UNDER  THE  PLAN                       4
                 5.01    Class  1:  Administrative  Expenses                 4
                 5.02    Class  2:  Priority  Tax  Claims                    5

VI.          TREATMENT  OF  CLASSES  IMPAIRED  UNDER  THE  PLAN              5
                 6.01    Class  3:  Priority  Wage  Claims                   5
                 6.02    Class  4:  General  Unsecured  Claims               5
                 6.03    Class  5:  Unsecured Portion of Secured
                        Creditor's Claim                                     5
                 6.04    Class  6:  Secured  Claims                          6
                 6.05    Class  7:  Equity  Security  Holders' Interests     6

VII.         IMPLEMENTATION  OF  THE  PLAN                                   6
                 7.01    Procedure  To  Implement  The  Plan                 6
                 7.02    Appointment  of  a  Disbursing  Agent               6
                           a.  Duties  Of  The  Disbursing  Agent            6
                           b.  Termination  of  Disbursing Agents' Duties    7
                 7.03    Effectuating  Documents                             7
                 7.04    Property  Vests  In  The  Debtor                    7
                 7.05    Unclaimed  Monies                                   7
                 7.06    Binding to Debtor And Creditors                     7

VIII.        CONDITIONS  OF  CONFIRMATION                                    7
                 8.01    Conditions  To  Confirmation  Of The  Plan          7

                                       i

<PAGE>


IX.           GENERAL  PROCEDURES  FOR  OBJECTING  TO  CLAIMS
              AND  RESOLVING  AND  TREATING  CONTESTED  AND
              CONTINGENT  CLAIMS                                             8
                 9.01   Claim  Objection  Deadline                           8
                 9.02   Preservation  Of  Objections  To  Claims             9
                 9.03   No  Monetary  Distributions  Pending
                        Resolution  Of Objections                            9
                 9.04   Interest  On  Contested  Claims  and
                        Contingent Claims                                    9
                 9.05   Treatment  Of  Contingent  Claims                    9
                 9.06   Disallowance  Of  Post-Petition  Additions          10
                 9.07   Settlement  Of  Disputed  Claims                    10
                 9.08   Preservation  Of  Debtors' Claims, Demands
                        And Causes of Action                                10

X.            GENERAL  PROVISIONS                                           10
                10.01   Post-Confirmation  Operating  Of  The
                        Automatic  Stay                                     10
                10.02   Prohibition Against Discriminating
                        Treatment Against The Debtor                        10
                10.03   Compliance  With  Tax  Requirements                 11
                10.04   Insurance                                           11
                10.05   Termination  Of  Adequate  Protection  Payments     11
                10.06   No  Additional  Charges                             11
                10.07   Deficiency  Claims                                  11
                10.08   Barring  Of  Claims                                 11
                10.09   Amount  Of  Claims                                  11
                10.10   Remedies  To  Cure  Defects                         11
                10.11   Retention  of  Jurisdiction                         11
                10.12   Modification  Of  Plan                              12
                10.13   Severability                                        13
                10.14   Revocation  Of  Plan                                13

XI.          DISCHARGE  OF  DEBTOR                                          13
                11.01   Discharge  Of  The  Debtor                          13
                11.02   Effect  Of Discharge  On  Other  Entities           14
                11.03   Modification Of  Plan  Due  To  Default             14

XII.        TREATMENT  OF  EXECUTORY  CONTRACTS
              AND  UNEXPIRED  LEASES                                        14
                12.01   Description  of  Executory  Contracts               14
                12.02   Rejected  If  Not  Assumed                          14
                12.03   Expired  Contracts  Or  Leases                      14
                12.04   Bar  To  Rejection  Damages                         14
                12.05   Treatment  of Claims Arising From
                        Assumption Or Rejection                             15


                                       ii

<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

     1.01  Defined  Terms.  The  capitalized  terms used in this Plan shall have
           --------------
the  meanings  as  set  forth in Appendix "A" attached hereto.  Unless otherwise
specifically stated, the term Debtor shall mean both the joint proponents of the
Plan

     1.02  Undefined Terms.  Terms and phrases, whether capitalized or not, that
           ---------------
are used and not defined in Appendix "A" attached hereto, but are defined by the
Bankruptcy  Code,  have  the  meanings  ascribed to them in the Bankruptcy Code.

     1.03  Interpretation.  The  headings  in  this Plan are for convenience and
           --------------
reference  only  and  shall not limit or otherwise affect the provisions hereof.
Words  denoting  the  singular  number  shall include the plural number and vice
versa,  and  words  denoting  one  gender  shall  include  the  other  gender.

                                   ARTICLE II
                     CLASSIFICATION OF CLAIMS AND INTERESTS

     2.01  General.  For  the  purposes  of  organization  only  with respect to
           -------
administrative  expenses  and  for  purposes  of  organization,  voting  and all
Confirmation matters with respect to all Claims of Creditors of the Debtor, this
Plan  classifies  Claims  of  all  creditors  of both Joint Debtors collectively
without  regard  to the Debtor contracting the debt.  The claims are then placed
in  the  separate  and  distinct  Classes  as set forth in this Article II.  The
following  Classes  shall include all claims against either Joint Debtor without
regard  to  which  of  the  two  actually  incurred  the  debt.

     2.02  Class 1: Administrative Expenses.  Class 1 shall consist of the costs
           --------------------------------
and expenses of administration as defined in Sec. 503 of the Bankruptcy Code for
which  application  or  allowance  is made, or a Claim is filed, as the same are
allowed, approved, and ordered paid by the Court.  Administrative Expenses shall
consist  of:  (1)  all  Claims  arising  under  Sec. 330 of the Bankruptcy Code,
including  reasonable compensation for actual and necessary services rendered by
a  professional person (including attorneys) and by any paraprofessional persons
employed  by such, based on, among other things, the nature, extent and value of
such  services,  the  time  spent  on  such services, and the cost of comparable
services  other than in a case under Title 11; (2) the costs and expenses of the
administration of this proceeding, including, but not limited to, any Bankruptcy
Court Clerk fees or Court Reporter's fees which


                                       2

<PAGE>


have  not  been  paid, and the cost of reproduction and mailing of this Plan and
the Disclosure Statement; (3) any post-petition operating expenses of the Debtor
which are due and unpaid at Confirmation; and (4) the actual and necessary costs
of  preserving  the  Estate.

     2.03     Class  2:  Priority  Tax  Claims.  Class  2  consists  of  all tax
              --------------------------------
obligations  of  the  Debtor,  if any, which are entitled to priority under Sec.
507(a)(8)  of  the  Bankruptcy  Code.

     2.04     Class  3:  Priority  Wage  Claims.  Class 3 consists of priority
              ----------------------------------
wage claims.

     2.05     Class  4:  General  Unsecured  Claims.  Class 4 consists of the
              --------------------------------------
Allowed  general  Unsecured  Claims.  This  Class  shall  include all Claims not
otherwise  classified.

     2.06     Class  5:  Unsecured Portion of Secured Creditors' Claims.  The
              ----------------------------------------------------------
Class  5  consists of the unsecured portion of Jan Wallace's secured claim. This
is  hereby  fixed  at  $50,000.

     2.07     Class  6:  Secured Claims.     Class 6 consists of the secured
              -------------------------
claim  of Class 5 Jan Wallace which is fixed at $1,139.939.70. That amount shall
be  evidenced  by a new note secured by the same existing security interest. The
note  shall  be  payable  on  or  before  September  30,  2002.

     2.08     Class  7:  Equity Security Holders' Interests.  Class 7 consists
              ---------------------------------------------
of  all  equity  interests  represented  by  membership interests in the Debtor.

     2.09     Elimination  of Classes.  Any Class that is not occupied as of the
              -----------------------
of  the  hearing  on  confirmation  of  this Plan by an Allowed Claim or a Claim
temporarily  allowed  pursuant  to  Rule  3019  of the Bankruptcy Rules shall be
deemed  deleted from this Plan for purposes of voting on acceptance or rejection
of  this  Plan  and  for  the  purpose of determining whether this Plan has been
accepted  by  such  Class  pursuant  to  Section  1129  of  the Bankruptcy Code.

                                   ARTICLE III

                     IDENTIFICATION OF UNIMPAIRED CLASSES OF
                           CLAIMS AND EQUITY INTERESTS

     3.01     Impaired  Classes  of  Claims.  Classes 3, 4, 5 and 6 are impaired
              -----------------------------
under  this  Plan.  Administrative  Expenses  (Class  1) and Priority Tax Claims
(Class  2)  are  treated in accordance with Section 1129(a)(9) of the Bankruptcy
Code.  All  other  classes  are  unimpaired.

     3.02     Impairment  Controversies.  If  a  controversy arises as to
              -------------------------
whether any Claim or any class of Claims is impaired under this Plan, such class
shall  be  treated  as  specified in this Plan unless the



                                       3

<PAGE>


Bankruptcy  Court  shall  determine  such  controversy  upon motion of the party
challenging the characterization of a particular Class or Claim under this Plan.

                                   ARTICLE IV

                   ACCEPTANCE OR REJECTION OF PLAN; EFFECT OF
                   REJECTION BY ONE OR MORE CLASSES OF CLAIMS

     4.01     Classes  Entitled to Vote.  Each impaired Class of Claims shall be
              -------------------------
entitled to vote separately to accept or reject this Plan.  Any unimpaired Class
of  Claims  shall  not  be  entitled  to  vote  to  accept  or reject this Plan.

     4.02     Creditors  Not  Entitled  to  Vote.  Only Creditors holding Claims
              ----------------------------------
that  are  not contested may vote for the Plan unless authorized by the Court to
do  so  after  motion  and court order entered prior to the Confirmation hearing
unless  Debtor  stipulate  to  allow  a  Creditor  temporary  voting privileges.

     4.03     Class  Acceptance  Requirement.  A  Class  of  Claims  shall  have
              ------------------------------
accepted  this Plan if it is accepted by at least two-thirds (2/3) in amount and
more than one-half (1/2) in number of the Allowed Claims of such class that have
voted  on  this  Plan.

     4.04     One  Vote  Per Holder.  If a holder of a Claim holds more than one
              ---------------------
Claim  in  any  one  class,  all  Claims  of  such holder in such Class shall be
aggregated  and deemed to be one Claim for purposes of determining the number of
Claims  voting  on  this  Plan.

     4.05     Cramdown.  Notwithstanding  the  rejection  or deemed rejection of
              --------
this Plan by any class of Claims, Debtor shall request that the Bankruptcy Court
confirm  this  Plan  in  accordance with Section 1129(b) of the Bankruptcy Code.

                                    ARTICLE V

                      TREATMENT OF ADMINISTRATIVE EXPENSES
                     AND CLASSES NOT IMPAIRED UNDER THE PLAN

     5.01     Class  1:  Administrative  Expenses.  The allowed amount of unpaid
              -----------------------------------
Administrative Expenses owing to Warnicke & Littler shall be paid by issuance to
said  firm or its principals of shares amounting to ninety-five percent (95%) of
the  common  stock  in  a new affiliate to be formed pursuant to this Plan.  The
remaining  shares  of  common  stock  in said new affiliate shall be issued, pro
rata, to each equity security holder from a pool consisting of five percent (5%)
of  the  outstanding stock.  All shares shall be issued pursuant to Section 1145
of  the  Bankruptcy  Code.



                                       4

<PAGE>


     5.02     Class  2:  Priority  Tax  Claims.  Debtor  will  pay  all  Class 2
              --------------------------------
claims,  if  any,  in  full  on  or  before  the  Effective  Date.

                                   ARTICLE VI

                              TREATMENT OF CLASSES
                             IMPAIRED UNDER THE PLAN
     6.01.     Class 3:  Priority Wage Claims.  The entire amount of wage claims
               ------------------------------
of  Dean  Drummond  shall be satisfied by the distribution to him of ninety-five
percent  (95%)  of  the common stock of MW Europe, an affiliate the Debtor shall
form  as  a Nevada corporation pursuant to this Plan.  The entire amount of wage
claims of Grace Sim shall be satisfied by the distribution to her of ninety-five
percent (95%) of the common stock of NW Asia, an affiliate the Debtor shall form
as a Nevada corporation pursuant to this Plan.  The entire amount of wage claims
of  Tyler  Brown  shall  be  satisfied by the distribution to him of ninety-five
percent  (95%)  of the common stock of NW South America, an affiliate the Debtor
shall  form  as a Nevada corporation pursuant to this Plan.  All shares shall be
issued  pursuant  to  Sec.  1145  of  the  Bankruptcy  Code.

     6.02.     Class  4:  General Unsecured Claims.  Class 4 unsecured claimants
               -----------------------------------
shall have the choice of being paid under one of the two following alternatives:

     A.   Payment,  pro  rata,  from  a  fund of $10,000.00 to be advanced as an
          administrative  loan  by  the  secured  creditor;  or

     B.   By  issuance,  pursuant  to Sec. 1146, of shares pro rata according to
          each  allowed claim so electing from a pool of 4,500,000 shares of the
          MW  Debtor.

Said  election shall be made in writing in the ballot to be marked to creditors.
Any  creditor  not  voting  shall  be  deemed  to  have  election  option  A.

     6.03     Class  5:  Unsecured  Portion  of  Secured  Creditor's Claim.  The
              ------------------------------------------------------------
Class  5  claims  shall  be paid by issuance of ninety-five percent (95%) of the
shares  of  the Microwave Debtor, ninety-five percent (95%) of the shares of the
Fitness  Club  affiliate  (MW  Fitness)  that  the Debtor shall form as a Nevada
corporation  pursuant  to  this  Plan.   All  shares  therein  shall  be  issued
hereunder pursuant to Sec. 1145 of the Bankruptcy Code.  The holder of the Class
5  claim  shall  also satisfy the $10,000 administrative loan being



                                       5

<PAGE>


made  for  the  $10,000  to  be  distributed  to  Class  4  claimants.

     6.04     Class  6:  Secured  Claims.     The  Class  6 secured claim of Jan
              --------------------------
Wallace  in  the  amount of $1,189,939.70 shall be allowed as a secured claim in
the  amount  of  $1,139,939.70.  The  remainder  of said claim, $50,000 shall be
deemed a Class 5 claim.  The $1,139,939.70 secured claim shall be evidenced by a
new  promissory  note  from  the Debtor payable on or before September 30, 2002.
Said note shall bear interest from January 15, 2002 until paid.  Said promissory
note shall be secured by the same security interest in all the Debtor's property
now  held  by  Jan  Wallace.

     6.05     Class  7:  Equity  Security  Holders'  Interests.  Class 7, Equity
              ------------------------------------------------
security  holders (except Jan Wallace) shall retain their stock interests in the
MW  Debtor.  Equity security holders shall also be issued stock pursuant to Sec.
1145  in proportion to their ownership of the Debtor from a pool of shares equal
to five percent (5%) of the total shares in the Microwave Debtor.  All presently
outstanding  shares of the MW Debtor in the Microwave Debtor shall be cancelled.
Equity  security holders shall also be issued five percent (5%) of the shares in
MW  Fitness,  five percent (5%) of the shares in MW Europe, five percent (5%) in
NW  Asia  and  five  percent  (5%)  in  NW  South  America.

                                   ARTICLE VII
                           IMPLEMENTATION OF THE PLAN

     7.01     Procedure  To Implement The Plan.  On or shortly after the date of
              --------------------------------
Plan  Confirmation,  the Debtor shall determine the amounts of all allowed Class
claims  as  quickly  as  can  be  accomplished  given the court calendar and the
objection  process.  The  Debtor  shall  file  a report with the court and shall
inform  the  transfer  agent upon confirmation to proceed to issue all shares in
both  joint  Debtors as set forth in the Report.  The Debtor and MW Fitness, the
Debtor  and MW Europe, the Debtor and MW Asia, the Debtor, and NW South America,
the  Debtor,  shall,  following  confirmation,  execute  and deliver such formal
license  agreements  as  are  deemed  appropriate.

     7.02     Appointment  Of  A  Disbursing  Agent.  The  Reorganized MW Debtor
              -------------------------------------
shall  serve as Disbursing Agent for all distributions to be made to the Classes
under  the  Joint  Plan and shall direct a qualified transfer agent to issue the
shares.

     a.  Duties  of  The  Disbursing  Agent. The Disbursing Agent shall receive,
disburse  and  account  to the Court, the Creditors, Equity Security Holders and
other  parties  in  interest  for  the  shares


                                       6

<PAGE>


to  be  issued,  and shall be responsible for reviewing and approving all claims
(all  disputes  to  be  resolved  by the Court), keeping adequate records of all
transactions,  receipts  and disbursements, communicating with, and advising all
Creditors,  Equity Security Holders and other parties in interest as needed, and
such other duties as may be consistent with the responsibilities of a Disbursing
Agent.  The  Debtor  shall  use a transfer agent to assist with distributions of
shares  of  stock  and  the keeping of stockholder records. The Disbursing Agent
shall  monitor the pending litigation against MCC/Ferro Magnetic Services, Inc.,
collect  any  net proceeds and distribute the same to creditors entitled to such
proceeds  under  this  Plan.

     b.  Termination  of  Disbursing  Agents'  Duties:  The  entry  of  an order
terminating  and  concluding  the  case  shall  discharge  the Disbursing Agent.

     7.03     Effectuating  Documents.  On  or before the Effective Date, Debtor
              -----------------------
shall  file  with  the Bankruptcy Court such agreements, indentures, instruments
and other documents as may be necessary or appropriate to effectuate and further
evidence  the  terms  and  conditions  of  this  Plan.

     7.04     Property  Vests In The Debtor.  All Property, assets and rights of
              ------------------------------
the  estate of the Debtor shall vest in the Debtor, free and clear of all liens,
claims  and  encumbrances  of  any kind whatsoever unless expressly provided for
under  this  Plan.  Debtor  shall be able to manage its affairs, subject only to
the  limitations  set  forth  in  this  Plan, without the requirement of further
orders  from  the  Bankruptcy  Court.

     7.05     Unclaimed  Monies.  All  distributions  of  shares  under the Plan
              -----------------
which  are  returned by the Post Office undelivered or which cannot be delivered
due  to  lack  of  a  current  address will be retained by the Debtor; after the
expiration  of  six  months  from  the date of the first attempted distribution,
shares of stock and all future distributions will vest in the reorganized Debtor
as  treasury  stock (or in the affiliate of its shares) free of any Claim by the
distributee.

     7.06     Binding  To  Debtor  And  Creditors.  Upon  the  entry  of  the
              -----------------------------------
Confirmation  Order,  this  Plan  shall bind the Debtor, any entity acquiring or
being  distributed  any  property  under this Plan, any Creditor, whether or not
their  Claims and interests are impaired under this Plan and whether or not they
have  accepted  this  Plan.

                                  ARTICLE VIII
                           CONDITIONS OF CONFIRMATION

     8.01  Conditions  To  Confirmation  Of  The  Plan.  It shall be a condition
           -------------------------------------------
precedent  to  the



                                       7

<PAGE>



Confirmation  of this Plan that the Final Order provide for:

          (a)     Confirmation  of  this  Plan;

          (b)     To  supplement  the  injunctive  provisions of Sec. 524 of the
Bankruptcy  Code,  except as provided in this Plan or the Confirmation Order, as
of  the  Confirmation Date, all persons or entities and governmental units shall
be  stayed,  restrained and enjoined from taking any of the following actions on
account  of any such discharged Claims, debts or liabilities:  (i) commencing or
continuing  in  any manner any action or other proceeding against Debtor, or its
property;  (ii)  enforcing,  attaching  (including,  without  limitation,  any
prejudgment  attachment),  collecting  or recovering in any manner any judgment,
award,  decree  or  order  against  Debtor,  or  its  property;  (iii) creating,
perfecting  or  enforcing  in  any  manner,  directly or indirectly, any lien or
encumbrance  against  Debtor,  or any of its property, or any direct or indirect
transferee  of  any property of, or any direct or indirect successor in interest
to,  or  any property of such transferee or successor; (iv) setting-off, seeking
reimbursement  of, contribution from, subrogation against or otherwise recouping
in  any  manner directly or indirectly, any amount owed to Debtor, or any direct
or  indirect  transferee  of  any  property  of, or any successor in interest to
Debtor,  commencing  or  continuing any action, in any manner, in any place that
does  not  comply  with  or  is  inconsistent  with the provisions of this Plan.

          (c)     Acceptance  or  rejection  of  this Plan was solicited in good
faith  and  in compliance with the applicable provisions of the Bankruptcy Code,
and  no  Person  conducting  or participating in solicitation, including Debtor,
shall be liable, on account of such solicitation or participation, for violation
of any applicable law, rule, or regulation government solicitation of acceptance
or  rejection  of  a  plan  of  reorganization.

                                   ARTICLE IX

                   GENERAL PROCEDURES FOR OBJECTING TO CLAIMS
                      AND RESOLVING AND TREATING CONTESTED
                              AND CONTINGENT CLAIMS

     9.01  Claim  Objection Deadline.  Unless another date is established by the
           -------------------------
Bankruptcy  Court, all objections to Claims shall be filed with the Clerk of the
Bankruptcy Court and served on the holders of such Claims (unless earlier filed)
by  the later of 60 days after the Effective Date or the date that is sixty



                                       8

<PAGE>


(60)  days  after  a  particular proof of Claim (or a request for payment in the
case of Administrative Claim) has been filed. If an objection has not been filed
to a Claim by the deadlines established herein, the Claim shall be treated as an
Allowed Claim; provided, however, that no objection shall be required if a Claim
was  not  listed  on  the  Schedules or was listed on the Schedules as disputed,
contingent  or  unliquidated,  or  was  not evidenced by a timely filed proof of
Claim.  No  such  unlisted,  disputed, contingent, unliquidated or unfiled Claim
shall  be  treated  as  an  Allowed  Claim,  except pursuant to a Final Order so
providing.  The objection deadlines established herein shall not apply to Claims
and  causes  of  action  that  must be asserted through an adversary proceeding.

     9.02  Preservation  Of  Objections To Claims.  Except as otherwise provided
           --------------------------------------
in  this  Plan or in the Confirmation Order or other Final Order, no compromise,
waiver  or  release of Claims, demands or causes of action, that may be provided
for  in this Plan or in any Final Order of the Court shall, in any way, limit or
impair the right of the Debtor to prosecute objections to Claims, and the Debtor
hereby  retains  all  objections to the allowability of a Claim and all defenses
associated  with  such  objections.

     9.03  No  Monetary  Distributions  Pending  Resolution  Of  Objections.
           ----------------------------------------------------------------
Notwithstanding  any  other  provision  of  this Plan, no monetary distributions
shall  be  made with respect to a contested Claim (or any contested portion of a
Claim, if such Claim is not severable) by Debtor unless and until all objections
to  such  contested Claim have been determined by Final Order.  No distributions
to  Class  3  creditors  shall  be  made  until all objections are resolved, but
distributions  to  all  other  classes  shall  not  be  delayed.

     9.04 Interest On Contested Claims And Contingent Claims.  No interest shall
          --------------------------------------------------
accrue  on a contested Claim during the period from the Effective Date until the
date  on  which the Claim is allowed, if ever, and no interest shall accrue on a
contingent  Claim  during  the  period from the Effective Date until the date on
which  the  Claim  becomes  fixed and absolute or is otherwise allowed, if ever;
provided  that  a  contested  Claim  or  a contingent Claim that is specifically
entitled  to  post-confirmation  interest by the terms of this Plan, and that is
ultimately  allowed,  shall accrue post-confirmation interest from the Effective
Date.

     9.05  Treatment  Of  Contingent  Claims.  Until  such  time as a contingent
           ---------------------------------
Claim  or a contingent portion of an Allowed Claim becomes fixed and absolute or
is disallowed, such Claim shall be treated as a contested Claim for all purposes
related  to  the  distributions  under  this  Plan;  provided, however, that the



                                       9

<PAGE>


distribution  entitlements  shall arise only from the date on which a contingent
Claim  becomes  fixed  and  absolute  or  is  otherwise  allowed.

     9.06  Disallowance  Of  Post-Petition  Additions.  The  Debtor shall not be
           ------------------------------------------
required  to  make  specific objection to proofs of Claim that allege a right to
recover post-petition interest, penalties, fees, and other accruals with respect
to pre-petition Claims (except Secured Claims entitled to such accruals pursuant
to  Sec.  506(b)  of the Bankruptcy Code), and any Claim amounts attributable to
such  post-petition  interest,  penalties,  fees  and  other  accruals  shall be
disallowed  in  full  upon  entry  of  the  Confirmation  Order.

     9.07  Settlement  Of  Disputed  Claims.  The  Debtor shall be authorized to
           --------------------------------
settle,  without  Court  approval,  any disputed Claims with a settlement amount
that  does  not  exceed  five  thousand  dollars  ($5,000).

     9.08  Preservation  Of  Debtor's Claims, Demands And Causes Of Action.  All
           ---------------------------------------------------------------
claims,  demands  and  causes  of  action  held  by, through or on behalf of the
Debtor, against any other person or entity, are hereby preserved in full, unless
otherwise  provided by this Plan; and no provision of this Plan shall impair the
rights  of  the Debtor with respect to any of such claims, demands and causes of
action  to  prosecute  and defend against any such preserved claims, demands and
causes  of  action.
                                    ARTICLE X
                               GENERAL PROVISIONS

     10.01  Post-Confirmation  Operating  Of  The  Automatic Stay.  Any lawsuits
            -----------------------------------------------------
pending  in  any  court (other than the Bankruptcy Court) that seek to establish
Debtor's  liability  on pre-petition Claims and that are stayed pursuant to Sec.
362  of  the  Bankruptcy  Code,  shall  be  dismissed  with  prejudice as of the
Effective Date unless the Debtor elects to have its liability determined by such
other courts.  Any pending motions to lift or vacate the automatic stay shall be
deemed denied as of the Effective Date and the stay shall remain in effect.  Any
such  pre-petition  Claims  shall  be  determined  as  provided  in  this  Plan.

     10.02  Prohibition Against Discriminating Treatment Against The Debtor.  No
            ---------------------------------------------------------------
individual,  entity  or  government  may  discriminate against the Debtor solely
because  of  the  commencement,  continuation  or termination of this Chapter 11
proceeding,  or  because  of any provision of this Plan.  The Confirmation Order
shall  constitute  an  express injunction against such discriminating treatment.



                                       10

<PAGE>


     10.03  Compliance  With  Tax  Requirements.  In  connection with this Plan,
            -----------------------------------
Debtor  shall  comply with all withholding and reporting requirements imposed by
federal,  state  and  local  taxing  authorities.

     10.04  Insurance.  The  Debtor  shall  use  its  best  efforts  to maintain
            ---------
insurance  on  all of its property sufficient to cover the Allowed Claims of all
Creditors.

     10.05  Termination  Of  Adequate  Protection Payments.  Upon the entry of a
            ----------------------------------------------
Confirmation  Order  by the Court, any and all payments to Secured Creditors for
adequate  protection  shall  be  terminated.

     10.06  No  Additional Charges.  Except as expressly stated in this Plan, or
            ----------------------
as  allowed  by  Court  order,  no  interest, penalty, late charge or additional
charges  (such  as  attorneys' fees) shall be allowed on any Claim subsequent to
the  Filing  Date.

     10.07  Deficiency  Claims.  Unsecured Creditors whose Claims arise out of a
            ------------------
deficiency  resulting from the abandonment of Collateral to a previously Secured
Creditor  or  resulting  from orders granting relief from the provisions of Sec.
362 of the Bankruptcy Code, must file their Claims within thirty (30) days after
Confirmation  of  this  Plan.

     10.08  Barring  Of  Claims.  The  entry  of  the  Confirmation  Order shall
            -------------------
permanently  bar the filing and asserting of any Claims against the Debtor which
arose or relate to the period of time prior to the Confirmation Date, which were
listed  by  the Debtor in its Schedules and Statement Of Financial Affairs filed
with  the Court or were not evidenced by timely and proper proofs of Claim filed
with  the  Court.

     10.09  Amount Of Claims.  All references to Claims and amount of the Claims
            ----------------
refer  to the amount of the Claims as allowed by the Court.  The Debtor reserves
the  right,  both  before  and  within  thirty days after the Effective Date, to
object to Claims so as to have the Court determine the amount allowed to be paid
under  this  Plan.

     10.10  Remedies  To Cure Defects.  After Confirmation, the Debtor may, with
            -------------------------
the  approval  of  the  Court,  and  so  long  as  it does not materially and/or
adversely  affect  the  interest of Creditors, remedy any defect or omission, or
reconcile  any  inconsis-tencies  in  this  Plan, or in the Confirmation of this
Plan,  in  such  a  manner as may be necessary to carry out the purposes and the
intent  of  this  Plan.

     10.11  Retention Of Jurisdiction.  After the Effective Date, the Bankruptcy
            -------------------------
Court shall retain and have exclusive jurisdiction over the Chapter 11 cases for
the  following  purpose:

          (a)     To  determine  any  and  all  objections  to  the allowance of
Claims;


                                       11

<PAGE>


          (b)     To  determine  any  and  all  applications  for  allowances of
compensation  and  reimbursement  of  expenses  and  any other fees and expenses
authorized  to  be  paid  or  reimbursed under the Bankruptcy Code or this Plan;

          (c)     To  determine any applications for the rejection or assumption
of executory contracts or unexpired leases or for the assumption and assignment,
as  the  case may be, of executory contracts or unexpired leases to which Debtor
is  a  party  or  with  respect  to  which Debtor may be liable, and to hear and
determine,  and  if  need be, to liquidate any and all Claims arising therefrom;

          (d)     To  determine  any and all applications, adversary proceedings
and  contested  or  litigated matters that may be pending on the Effective Date;

          (e)     To consider any modifications of this Plan, including creation
of  a new affiliate or subsidiary, to remedy any defect or omission or reconcile
any  inconsistency  in  any  order  of  the  Bankruptcy  Court,  including  the
Confirmation  Order,  to  the  extent  authorized  by  the  Bankruptcy  Code;

          (f)     To  determine  any  and  all controversies, suits and disputes
that  may  arise  in  connection  with  the  interpretation,  enforcement  or
consummation  of  this  Plan  or  any person or entity's obligations thereunder;

          (g)     To  determine all controversies, suits and disputes arising as
a result of a demand by any utility for a deposit or other form of security as a
condition  to  providing  post-confirmation  utility  services  to  Debtor;

          (h)     To  determine  all  controversies,  suits and disputes of this
Plan  as  a  result  of  discriminatory  treatment  of  Debtor;

          (i)     To  hear  and  determine  any  Claim  or cause of action by or
against  Debtor, and to consider and act on the compromise and settlement of any
Claim  or  cause  of  action  by  or  against  Debtor;  and

          (j)     To  issue such orders in aid of execution of this Plan, as are
authorized  by  Sec.  1142  of  the  Bankruptcy  Code.

     10.12  Modification Of Plan.  Modifications of this Plan may be proposed in
            --------------------
writing  by  Debtor at any time before Confirmation, provided that this Plan, as
modified,  meets  the  requirements  of Sec.Sec. 1122 and 1123 of the Bankruptcy
Code,  and  Debtor  shall  have  complied with Sec. 1125 of the Bankruptcy Code.


                                       12

<PAGE>


This  Plan  may  be  modified  at  any  time  after  Confirmation and before its
substantial  consummation,  provided  that  this  Plan,  as  modified, meets the
requirements  of Sec.Sec. 1122 and 1123 of the Bankruptcy Code and provided that
the Bankruptcy Court, after such notice and hearing, if any, deemed necessary by
the  Bankruptcy  Court,  confirms this Plan, as modified, under Sec. 1129 of the
Bankruptcy  Code.   A  holder of a Claim that has accepted or rejected this Plan
shall  be  deemed to have accepted or rejected, as the case may be, such Plan as
modified,  unless  within  the time, if any, fixed by the Bankruptcy Court, such
holder  changes  its  previous  acceptance  or  rejection.

     10.13  Severability.  Wherever  possible, each provision of this Plan shall
            ------------
be interpreted in such manner as to be effective and valid under applicable law,
but  if  any  provision  of  this  Plan  shall be prohibited by or invalid under
applicable  law,  such  provision  shall  be  ineffective  to the extent of such
prohibition  or invalidity, without invalidating the remainder of such provision
or  the remaining provisions of this Plan.  Furthermore, if the Bankruptcy Court
will  not confirm this Plan because one or more provisions hereof are determined
to  be prohibited or invalid under applicable law, Debtor may seek permission of
the  Bankruptcy  Court  to  amend this Plan by deleting the offending provision.

     10.14  Revocation  Of  Plan.  Debtor  reserves  the  right to revoke and/or
            --------------------
withdraw  this Plan prior to entry of the Confirmation Order.  If Debtor revokes
and/or withdraws this Plan, or if Confirmation of this Plan does not occur, then
this  Plan  shall  be deemed null and void and nothing contained herein shall be
deemed  to  constitute a waiver or release of any Claims by or against Debtor or
any other person or entity or to prejudice in any manner the rights of Debtor or
any  person  or  entity  in  any  further  proceeding  involving  Debtor.

                                   ARTICLE XI
                               DISCHARGE OF DEBTOR

     11.01     Discharge  Of  The  Debtor.  Except as otherwise provided in this
               --------------------------
Plan  or  in the Confirmation Order, the rights afforded under this Plan and the
treatment  of  Claims  under  this Plan shall be in exchange for and in complete
satisfaction,  discharge  and  release  of  all Claims including any interest or
Claims  from  the  petition date.  Confirmation of this Plan shall discharge the
Debtor from all Claims or other debts, liabilities or obligations of any kind or
nature,  that  arose, in whole or part, before the


                                       13

<PAGE>


Effective  Date,  and all debts of the kind specified in Sec.Sec. 502(g), 502(h)
or  502(i) of the Bankruptcy Code, whether or not a proof of Claim based on such
debt  is  timely  filed  or  deemed filed pursuant to Sec. 501 of the Bankruptcy
Code,  a  Claim  based  on  such  debt  is  allowed  pursuant to Sec. 502 of the
Bankruptcy  Code,  or the holder of a Claim based on such debt has accepted this
Plan.

     11.02     Effect  Of  Discharge On Other Entities.  Pursuant to Sec. 524(e)
               ---------------------------------------
of the Bankruptcy Code, except as otherwise provided in this Plan, the discharge
of  a  debt of the Debtor, pursuant to this Plan, shall not affect the liability
of  any  other  entity  on,  or the Property of any other entity for, such debt.
Provided,  however,  the  affiliate  created by the Debtor pursuant to this Plan
shall  not  be  liable  for  the  debts  or  obligations  of  the  Debtor.

     11.03     Modification  Of Plan Due To Default.  If any Creditor holding an
               ------------------------------------
Allowed  Claim seeks such an Order, the Debtor may seek modification of the Plan
prior  to  entry  of  the  Order based upon good cause and reasonableness of the
modification.

                                   ARTICLE XII

                        TREATMENT OF EXECUTORY CONTRACTS
                              AND UNEXPIRED LEASES

     12.01  Description  of  Executory  Contracts.  The  Debtor has no executory
            -------------------------------------
contracts except a lease.  This lease is rejected and any claim shall be a Class
4  general  unsecured  claim.

     12.02     Rejected  If  Not  Assumed.  Notwithstanding  the Debtor's belief
               --------------------------
that  it  has  no  executory  contracts, all contracts and leases of Debtor that
constitute  executory contracts or unexpired leases as of the date of filing the
Chapter  11  petition  for  relief  shall  be rejected as of the Effective Date.

     12.03     Expired  Contracts Or Leases.  Any contract or lease that expired
               ----------------------------
pursuant to its terms prior to the Effective Date, and that has not been assumed
or  rejected  by Final Order prior to the Effective Date, is hereby specifically
rejected.

     12.04     Bar  To  Rejection  Damages.  If  the  rejection  or an executory
               ---------------------------
contract  or unexpired lease results in damages to the other party or parties to
such contract or lease, a Claim for such damages, if not heretofore evidenced by
a  filed  proof  of  Claim, shall be forever barred and shall not be enforceable
unless


                                       14

<PAGE>


a  proof  of Claim is filed with the Bankruptcy Court and served upon the Debtor
as  follows: (a) if the Claim arises from the rejection of an executory contract
or  unexpired lease by operation of any provision of this Plan, thirty (30) days
after  the  date  of  service  of notice of the Effective Date; (b) if the Claim
arises  from  the rejection of an executory contract or unexpired lease pursuant
to  a  Final  Order  of the Bankruptcy Court (other than the Confirmation Order)
authorizing  rejection of such contract or lease, thirty (30) days after service
of  notice of the entry of such Final Order; or (c) if the Claim arises from the
rejection  of  an  executory  contract or unexpired lease that is rejected after
withdrawal  of  the assumption thereof, thirty (30) days after service of notice
of  the assumption withdrawal. The foregoing applies only to Claims arising from
the rejection of an executory contract or unexpired lease; any other Claims held
by  a party to a rejected contract or lease shall have been evidenced by a proof
of  Claim  filed  by  earlier  applicable  bar  dates  or  shall  be  barred and
unenforceable.

     12.05     Treatment  of  Claims  Arising From Assumption Or Rejection.  All
               -----------------------------------------------------------
Allowed Claims arising from the assumption of an executory contract or unexpired
lease  shall  be treated as a General Unsecured Claim (Class 4) unless otherwise
ordered  by  Final  Order  of  the  Bankruptcy  Court.

     DATED  this  29th  day  of  May,  2002.

                                     WARNICKE  &  LITTLER,  P.L.C.

                                   By:  /s/Ronald  E.  Warnicke
                                        ------------------------------------
                                        Ronald  E.  Warnicke
                                        Thomas  E.  Littler
                                        1411  North  Third  Avenue
                                        Phoenix,  AZ  85004

COPY  of  the  foregoing  mailed/hand
delivered*/telefaxed**  this  29th  day
of  May,  2002,  to:

The  Honorable  Redfield  T.  Baum
United  States  Bankruptcy  Judge
2929  N.  Central  Ave.
Phoenix,  Arizona  85012

Office  of  the  United  States  Trustee
2929  N.  Central  Ave.
Phoenix,  Arizona  85012


                                       15

<PAGE>


Cane  &  Company,  LLC
Attn:  Michael  Cane
2300  W.  Sahara  Ave.,  #100
Las  Vegas,  NV  89102

Fritz,  Manspeaker  &  Associates,  LLC
Attn:  Tom  Fritz
6380  N.  Camino  Arturo
Tucson,  AZ  85718

Robert  Spertell
8843  Newcastle  Avenue
Northridge,  CA  91325

By  /s/  Joanne  Bjorklund
    ----------------------


<PAGE>

                                   APPENDIX A
                                   DEFINITIONS

     Defined  Terms.  For  purposes  of this Plan, the capitalized terms used in
     --------------
this  Plan  shall  have  the  meanings  as  set  forth  below:

          1.01     Administrative  Claims/Expenses.  Claims  and  expenses which
                   -------------------------------
are  allowed  pursuant  to  Sec.  503(b)  of  the  Bankruptcy Code and which are
entitled  to  priority  pursuant  to  Sec.  507(a)(1)  of  the  Bankruptcy Code.

          1.02     Allowed  Claim.  A Claim (a) with respect to which a Proof of
                   --------------
Claim  has  been filed with the Court within the applicable period of limitation
fixed by the Federal Rules Of Bankrupt-cy Procedure, Rule 3003, or (b) scheduled
in  the  list of Creditors prepared and filed with the Court pursuant to Federal
Rules  Of  Bankruptcy  Procedure,  Rule  1007(b)  and  not  listed  as disputed,
contingent  or  unliquidated  as  to  amount, and in either case, as to which no
objection  to  the allowance thereof has been filed within any applicable period
of  limita-tion  fixed  by Federal Rules Of Bankruptcy Procedure, Rule 3007, the
Plan,  an  order  of  the  Court,  or  as  to  which any such objection has been
determined  by  an order or judgment which is no longer subject to appeal and as
to  which no appeal is pending.  An Allowed Claim shall not include unmatured or
post-petition  interest  unless  otherwise  provided  hereafter  in  the  Plan.

          1.03     Allowed Secured Claim.  This term refers to and means a Claim
                   ---------------------
that  is  both  an  Allowed  Claim  and  a  Secured  Claim.

          1.04     Allowed  Unsecured  Claim.  This  term  refers to and means a
                   -------------------------
Claim  that  is  both  an  Allowed  Claim  and  an  Unsecured  Claim.

          1.05     Ballot.  This  term  refers  to  and  means  the  ballot  for
                   ------
accepting  or  rejecting the Plan which will be distributed to holders of Claims
in  Classes  that  are impaired under this Plan and are entitled to vote on this
Plan.


<PAGE>


          1.06     Bankruptcy  Code.  The  Bankruptcy  Code  is  the Bankrupt-cy
                   ----------------
Reform  Act  Of  1978,  sometimes referred to as the Bankruptcy Code Of 1978, as
contained  in  Title  11 U.S.C.A. Sec. 101, et seq., and all amendments thereto.

          1.07     Bankruptcy Court or Court.  This term refers to and means the
                   -------------------------
United States Bankruptcy Court for the District of Arizona, Phoenix Division, or
any  other  court that exercises jurisdiction over all or part of the Bankruptcy
Cases, including the United States District Court for the District of Arizona to
the  extent  that  the  reference  of  all  or  part  of the Bankruptcy Cases is
withdrawn.

          1.08     Bankruptcy  Rules.  This term refers to and means the Federal
                   -----------------
Rules  of  Bankruptcy  Procedure  promulgated  under 28 U.S.C. Sec. 2075 and the
local  rules  of  Court,  as applicable during the term of the Bankruptcy Cases.

          1.09     Bankruptcy  Cases.  This  term  refers  to  and  means  the
                   -----------------
above-captioned  Chapter  11  cases  filed  by  Care  Concepts,  Inc

          1.10     Bar Date.  The last day the Court will allow a Proof of Claim
                   --------
to be filed in this bankruptcy proceeding.  The Bar Date is usually the date set
for  the  hearing  on approval of the Disclosure Statement and notice of the Bar
Date will accompany the notice setting the hearing on approval of the Disclosure
Statement,  unless  another  deadline  has  been  set  by  the  Court.

          1.11     Business Day.  This term refers to and means every day except
                   ------------
Saturdays,  Sundays,  and  holidays  observed  by  the  Bankruptcy  Court.

          1.12     Cash  Collateral  Cash,  negotiable instruments, documents of
                   ----------------
title, securities, deposit accounts, or other cash equivalents whenever acquired
in  which  the  estate  and an entity other than the estate have an interest and
includes  the  proceeds,  products,  offspring,  rents,  or  profits of property
subject  to  a  security  interest  as provided in Sec. 552(b) of the Bankruptcy
Code, whether existing before or after the commencement of a case under Title 11
of  the  Bankruptcy  Code.

          1.13     Chapter 11.  Chapter 11 of the Bankruptcy Code.  Reference to
                   ----------
section numbers are


                                       2

<PAGE>


references  to  sections  in  the  Bankruptcy  Code 11 U.S.C. Sec. 101, et seq.,
Public  Law  95-598,  effective  October  1,  1979, as amended, unless otherwise
speci-fied.

          1.14     Claim.  A  right  to  (1) payment from the Debtor, whether or
                   -----
not  such  right  is  reduced  to  judgment,  liquidated,  unliquidated,  fixed,
contingent,  matured, unmatured, disputed, undisputed, legal, equitable, secured
or  unsecured;  or  (2)  an  equitable  remedy for breach of performance if such
breach  gives  rise  to  a  right  to  payment,  whether or not such right to an
equitable  remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed,  undisputed,  secured  or  unsecured.

          1.15     Class.  One  or  more  creditors  grouped together as defined
                   -----
herein.  The  Plan  is  intended  to  deal with all Claims against the Debtor of
whatever  character, whether or not contingent or liquidated, and whether or not
allowed  by  the Court pursuant to Sec. 502(a) of the Bankruptcy Code.  However,
only  those  Claims  allowed pursuant to Sec. 502(a) of the Bankruptcy Code will
receive  payment  under  the  Plan.

          1.16     Collateral.  Property  which  is  pledged as security for the
                   ----------
satisfaction  of  a  debt.  Collateral is additional security for performance of
principal  obligation,  or  that  which  is by the side, and not in direct line.
Property subject to a security interest, including accounts, contract rights and
chattel  paper  which  have  been  sold.

          1.17     Collateral  Value.  Collateral Value is the fair market value
                   -----------------
of  the  any  collateral  as  determined  by  the  Court.

          1.18     Confirmation.  The formal approval of the Bankruptcy Court of
                   ------------
a  Plan  Of  Reorganization.

          1.19     Confirmation  Date.  The  date  upon  which  the Confirmation
                   ------------------
Order  is  entered  by  the  Court.

          1.20     Confirmation  Hearing.  This  term  refers  to  and means the
                   ---------------------
hearing  regarding  confirmation  of  the Plan conducted by the Bankruptcy Court
pursuant to Bankruptcy Code Sec. 1128,

                                       3

<PAGE>

including  any  adjournment  or  continuation of that hearing from time to time.

          1.21     Confirmation Order.  The Final Order of the Court determining
                   ------------------
that the Plan meets the requirements of Chapter 11 of the Bankruptcy Code and is
entitled  to  Confirmation.

          1.22     Creditor.  A  Creditor or all Creditors of the Debtor holding
                   --------
Allowed  Claims  for  the debts, liabilities, demands or Claims of any character
whatsoever,  as  defined  in  Sec.  101(4)  of  the  Bankruptcy  Code.

          1.23     Debtor.  The  Debtor  is  Care  Concepts,  Inc.,  which  is a
                   ------
Delaware  corporation.

          1.24     Disclosure Statement.  The Disclosure Statement In Support Of
                   --------------------
Care  Concept, Inc.'s Joint Plan in its present form, or as it may be amended or
supplemented.

          1.25     Disputed  Claim.  This  term refers to and means every Claim:
                   ---------------
(a)  that  is scheduled by the Debtors as disputed, contingent, or unliquidated;
and/or  (b)  that  is  not  an  Allowed  Claim.

          1.26     Effective  Date.  The  date following the Confir-ma-tion Date
                   ---------------
after  which no appeal of the Confirmation Order can be taken or sixty (60) days
from  the  Confir-mation  Date,  whichever  is  later.

          1.27     Estate.  This  term refers to and means the bankruptcy estate
                   ------
of  the  Debtor  created  under  Bankruptcy  Code  Sec.  541.

          1.28     Executory  Contract.  This  term  refers  to  and means every
                   -------------------
unexpired lease and other contract which is subject to being assumed or rejected
under  Bankruptcy  Code  Sec.  365.

          1.29     Final  Order.  A  Final Order is an order of the Court which,
                   ------------
not  having been reversed, modified or amended and not being stayed and the time
to appeal from which or to seek review or rehearing of which having expired, and
no  such  appeal,  review,  certiorari  or  rehearing  is  pending,  has  become
conclusive  of  all  matters  adjudicated  thereby and in full force and effect.

          1.30     Impaired/Impaired  Class  Under  Sec.  1124 of the Bankruptcy
                   ------------------------
Code,  a  Class  Of Claims is impaired under a Plan unless, with respect to each
Claim  of such Class:  (i) it is paid in full on the Effective Date of the Plan;
(ii)  the  Plan  leaves unaltered the legal, equitable and contractual rights to


                                       4

<PAGE>



which  such  Claim  entitles the holder to such Claim; or (iii) all defaults are
cured,  the  original  maturity  of  the  Claim  is  reinstated and the Claim is
otherwise  treated  as  provided  in  clause  (ii)  above.

          1.31     Interests.  This  term  refers to and means the rights of the
                   ---------
members  of  the  Debtor.

          1.32     Interpretation.  The  headings  in  this  Plan  are  for
                   --------------
convenience  and  reference  only  and  shall  not limit or otherwise affect the
provisions  hereof.  Words denoting the singular number shall include the plural
number  and  vice  versa,  and words denoting one gender shall include the other
gender.

          1.33     IRS.  This  term  refers  to  and  means the Internal Revenue
                   ---
Service.

          1.34     Personal  Property.  This  term  refers  to  and  means  all
                   ------------------
personal  property  owned  by  Debtor.

          1.35     Plan.  This  term  refers  to  and  means  this Joint Plan of
                   ----
Reorganization  Proposed  By  Warnicke  and  Littler  and  The  Debtor and every
modification  thereof,  if  any,  filed  by  the  Debtor.

          1.36     Plan Confirmation.  Entry by the Court of an order confirming
                   -----------------
the  Plan  at  or  after  a hearing held pursuant to Sec. 1128 of the Bankruptcy
Code.

          1.37     Preserved  Lien(s).  Any liens required under Sec. 1124(2) of
                   ------------------
the  Bankruptcy  Code.

          1.38     Priority  Claim(s).  Any Claim or Claims entitled to priority
                   ------------------
pursuant to Sec. 507(a) of the Bankruptcy Code other than a Tax Claim or a Claim
for  Administrative  Expenses.

          1.39     Professional  Charges.  This  term  refers  to  and means all
                   ---------------------
professional  fees  and costs by professional persons approved by the Bankruptcy
Court  to  serve  the  Debtors  or  the  Committee which have accrued during the
pendency  of  the Debtors' Bankruptcy Cases up to and including the Confirmation
Date.

          1.40     Property:  All real and personal Property (individually or as
                   --------
a  whole)  of  the estate of the Debtor as previously or hereafter determined by
Final  Order  of a court of competent jurisdiction and/or as defined in Sec. 541
of  the  Bankruptcy  Code,  including, but not limited to, any and all Claims or
causes  of  action  in  favor  of  the  Debtor  against third parties (except as
otherwise  provided  herein).

                                       5

<PAGE>


          1.41     Property  Broker.  This  term  refers  to  and  means  the
                   ----------------
independent  person  engaged  to  market  and  sell  the property or any portion
thereof.

          1.42     Proponent.  This  term  refers  to  and  means  Warnicke  and
                   ---------
Littler  and  Care Concepts, Inc. who are proposing this Plan of Reorganization.

          1.43     Pro  Rata.  This  term refers to and means proportionally, so
                   ---------
that  the  ratio of the consideration distributed on account of an Allowed Claim
in  the  Class  (or  sub-class)  and consideration distributed on account of all
Allowed  Claims  in  the  Class  (or  sub-class) is the same as the ratio of the
Allowed  Claims  in  the  Class  (or  sub-class).

          1.44     Real  Property  Real  Property  owned  by  the  Debtor.
                   --------------
          1.45     Reorganized  Debtor.  The  Debtor, after Confir-mation of the
                   -------------------
Plan,  and  its  successors  and  assigns.

          1.46     Secured  Claim(s).  Any  Claims,  other  than  a  Tax  Claim,
                   -----------------
secured  by  Property of the Debtor under a duly perfected security interest, to
the  extent  of  the  value  of  the  Collateral  (security),  as  determined in
accordance  with  Sec.  506  of  the  Bankruptcy  Code.

          1.47     Secured  Creditor(s).  All  Creditors  other  than  taxing
                   --------------------
entities, who hold a lien, security interest or other encumbrance which has been
properly  perfected  as  required  by  law with respect to Property owned by the
Debtor.

          1.48     Tax  Claim(s).  Any  Claim  for  taxes  entitled  to priority
                   -------------
pursuant  to  Sec.  507(a)(7)  of  the  Bankruptcy  Code.

          1.49     Term  Of  The  Plan.  That  period  after the Effec-tive Date
                   -------------------
during  which  distributions  are  being  made  to  Creditors.

          1.50     Unsecured  Claim(s):  All  Claims  not  secured  by
                   -------------------
collateral of the estate.

          1.51     Unsecured  Creditor(s).  All Creditors of Debtor holding
                   ----------------------
Unsecured  Claims  of  any  character  what-soever,  except  Claims  entitled to
priority  pursuant  to  Sec.  507  of  the  Bankruptcy  Code.

                                       6

<PAGE>
          1.52     Undefined  Terms.  Terms  and phrases, whether capitalized or
                   ----------------
not,  that  are  used  and not defined herein, but are defined by the Bankruptcy
Code,  have  the  meanings  ascribed  to  them  in  the  Bankruptcy  Code.