Exhibit 99.1
 UNITED STATES BANKRUPTCY COURT
 FOR THE SOUTHERN DISTRICT OF NEW YORK
 In re:
    
    
    
    Chapter 11IFL Corp.,
    
    
    
    Case No. 08-13589 (MG)Debtor.
 FIRST AMENDED DISCLOSURE STATEMENT FOR DEBTORS PLAN OF
LIQUIDATION
 LOWENSTEIN SANDLER PC  Admitted Pro Hac Vice    th
  
 Counsel to the Debtor and Debtor in Possession




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TABLE OF CONTENTS
 ARTICLE I. SUMMARY OF THE PLAN
    
    
    1A. Introduction
    
    
    1B. Voting
    
    
    2C. Disclosure Statement Enclosures
    
    
    4D. Confirmation Of The Plan
    
    
    4E. Recommendations With Respect To The Plan
    
    
    5F. Disclaimer
    
    
    5ARTICLE II.  IFL CORP. s HISTORY AND BUSINESS BACKGROUND
    
    
    6A. Business Description
    
    
    6B. Reasons For Chapter 11
    
    
    9ARTICLE III.  SIGNIFICANT EVENTS DURING THE BANKRUPTCY
    
    
    9A. Debtor As Debtor In Possession
    
    
    9B. Employment of Professionals During The Case
    
    
    10C. Claims Bar Date  Deadline To File Proofs Of Claims
    
    
    10D. Secured Creditors
    
    
    11E. Sale of Substantially All Of The Debtors Assets
    
    
    11ARTICLE IV.  FINANCIAL STATUS
    
    
    11A. IFL Corp. s Liabilities
    
    
    11B. IFL Corp. s Assets
    
    
    12ARTICLE V.  DESCRIPTION OF THE PLAN
    
    
    13A. Introduction
    
    
    13B. Treatment Of Unclassified Claims
    
    
    14C. Treatment Of Classified Claims
    
    
    15D. Implementation Of The Plan
    
    
    17E. Provisions Governing Distributions Generally
    
    
    18
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F. Treatment Of Executory Contracts And Unexpired Leases
    
    
    20G. Effects Of Confirmation
    
    
    21H. Retention Of Jurisdiction
    
    
    25I. Miscellaneous Provisions Of The Plan
    
    
    26ARTICLE VI.  RISK FACTORS
    
    
    29A. Failure To Receive Requisite Accepting Votes
    
    
    29B. Risk of Non-Confirmation Of The Plan
    
    
    29C. Risk Of Additional Or Larger Claims
    
    
    29ARTICLE VII.  FEASIBILITY OF THE PLAN
    
    
    30ARTICLE VIII.  BEST INTERESTS TEST
    
    
    30ARTICLE IX.  TAX CONSEQUENCES OF CONFIRMATION
    
    
    32ARTICLE X.  CONCLUSION
    
    
    33
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ARTICLE I.  SUMMARY OF THE PLAN
 A. Introduction.
 Debtor Disclosure Statement Plan




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Est. Amount of
    
    Est. %Class
    
    Description
    
    Treatment
    
    Entitled to Vote
    
    Allowed Claims
    
    RecoveryAdministrative Expense Claims and Priority Claims
    
    Unimpaired
    
    No
    
    $
    120,000.00
    
    
    
    100.00
    %1
    
    General Unsecured Claims
    
    Impaired
    
    Yes
    
    $
    1,046,160.99
    
    
    
    3.25
    %2
    
    Convenience Claims
    
    Impaired
    
    Yes
    
    $
    18,249.33
    
    
    80% of Allowed Claim up to a maximum distribution of $1,600.00.3
    
    Interests
    
    Impaired
    
    No
    
    
    N/A
    
    
    None
 B. Voting.
  Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New
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Jersey 07068, Attention: S. Jason Teele, Esq. one completed ballot for each
 actually received Lowenstein
Sandler PC, 65 Livingston Avenue, Roseland, New Jersey 07068, Attention: S. Jason Teele, Esq. 4:00 p.m. (prevailing Eastern time) on September 4, 2009 Voting Deadline Facsimile transmissions are not
acceptable . Electronic mail transmissions are not acceptable . Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey
07068, Attention: S. Jason Teele, Esq. 973.597.2500
 actually received
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C. Disclosure Statement Enclosures.
  D. Confirmation Of The Plan.
 and
  2:00 p.m.
(prevailing Eastern time) on September 14, 2009 4:00 p.m. (prevailing
Eastern Time) on September 9, 2009 The Confirmation Hearing may be adjourned from
time to time without further notice other than by announcement in open court.
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E. Recommendations With Respect To The Plan.
  F. Disclaimer.
 The Bankruptcy Courts approval of this Disclosure Statement does not constitute either a
guaranty of the accuracy of the information contained herein or an endorsement of the Plan by the
Bankruptcy Court. This Disclosure Statement is the only document authorized by the Bankruptcy
Court to be used in connection with the solicitation of votes accepting the Plan. No
representations other than those expressly set forth in this Disclosure Statement are authorized
concerning the Debtor, including the value of its Assets or the Claims of its Creditors. The
information contained in this Disclosure Statement is for purposes of soliciting acceptances of the
Plan and may not be relied upon for any other purposes.
 This Disclosure Statement contains summaries of certain provisions of the Plan, certain
statutory provisions, certain documents related to the Plan, certain events that have occurred in
the Case and certain financial information. Although the Debtor believes that the Disclosure
Statement and related document summaries are fair and accurate, they are qualified to the extent
that they do not set forth the entire text of the Plan, such underlying documents or any statutory
provisions. The terms of the Plan govern in the event of any inconsistency with this Disclosure
Statement. All exhibits to the Disclosure Statement are incorporated into and are a part of this
Disclosure Statement as if set forth in full herein. The statements contained in this Disclosure
Statement are made as of the date hereof, unless otherwise specified, and the Debtor disclaims any
obligation to update any such statements after the hearing on the approval of the Disclosure
Statement.
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Except as otherwise specifically noted, the financial information contained herein has not
been audited by a certified public accountant and has not necessarily been prepared in accordance
with Generally Accepted Accounting Principles.
 All parties in interest are encouraged to read the entire Disclosure Statement carefully,
including the Plan and other exhibits. Holders of Claims and Interests should, however, not
construe the contents of this Disclosure Statement as providing any legal, business, financial, or
tax advice and should consult with their own advisors.
 ARTICLE II.  IFL CORP.S HISTORY AND BUSINESS BACKGROUND
 A. Business Description.
 MMA IFL
 1. The International Fight League .
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2. Mixed Martial Arts Fighting .
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FSN
  -8-




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B. Reasons For Chapter 11.
    ARTICLE III.  SIGNIFICANT EVENTS DURING THE BANKRUPTCY
 A. Debtor As Debtor In Possession.
  -9-




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UST
 B. Employment of Professionals During The Case.
 Lowenstein Sandler Vested Capital
 C. Claims Bar Date  Deadline To File Proofs Of Claims.
 Claims Bar Date
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D. Secured Creditors.
  E. Sale of Substantially All Of The Debtors Assets.
 Sale Motion Purchaser
 inter alia
   ARTICLE IV.  FINANCIAL STATUS
 A. IFL Corp.s Liabilities.
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B. IFL Corp.s Assets.
    -12-




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ARTICLE V.  DESCRIPTION OF THE PLAN
 A. Introduction.
 Exhibit A
  Unclassified Claims.
 Unimpaired Classes Of Claims.
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Impaired Classes Of Claims.
 (a) Class 1 (General Unsecured Claims).
 (b) Class 2 (Convenience Claims).
 Class of Interests.
 Class 3 (Interests).
 B. Treatment Of Unclassified Claims.
  Administrative Expense Claims And Priority Claims.
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Bar Dates For Administrative Expense Claims.
 Applications For Professional Fees.
 U.S. Trustee Fees.
 C. Treatment Of Classified Claims.
  Class 1 (General Unsecured Claims). provided, however,
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provided further,
 Class 2 (Convenience Claims) provided, however,
 Class 3 (Interests)
 Classes Entitled To Vote.
 Acceptance By Impaired Classes Of Claims.
 Cramdown.
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D. Implementation Of The Plan.
  Conditions Precedent To The Effective Date.
   Waiver Of Conditions Precedent To The Effective Date.
 Cancellation Of Instruments And Stock.
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Dissolution of the Debtor.
 E. Provisions Governing Distributions Generally.
  Disbursing Agent.
 Distributions For Claims Allowed As Of The Effective Date.
 Means Of Cash Payment.
 Delivery Of Distributions.
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Objection Deadline; Prosecution Of Objections.
 No Distributions Pending Allowance.
 Withholding And Reporting Requirements.
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De Minimis Distributions and Contribution of De Minimis Post-Confirmation Assets to Charitable
Organizations.
 F. Treatment Of Executory Contracts And Unexpired Leases.
 Executory Contracts And Unexpired Leases Deemed Rejected.
 Claims Based On Rejection Of Executory Contracts Or Unexpired Leases.
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G. Effects Of Confirmation.
  Legal Binding Effect.
 Exculpation And Limitation Of Liability.
 H. RELEASES. RELEASES. ON THE EFFECTIVE DATE, THE DEBTOR AND THE ESTATE (COLLECTIVELY, THE
 RELEASING PARTIES ) SHALL BE DEEMED TO HAVE RELEASED AND DISCHARGED (I) ALL
MANAGERS, OFFICERS, DIRECTORS, PARENTS, AFFILIATES, AGENTS, ATTORNEYS, INVESTMENT BANKERS,
FINANCIAL ADVISORS, AND PROFESSIONALS EMPLOYED BY THE RELEASING PARTIES; AND (II) ALL ATTORNEYS,
INVESTMENT BANKERS, FINANCIAL ADVISORS, AND OTHER PROFESSIONALS EMPLOYED BY THE RELEASING PARTIES,
OF AND FROM ANY CLAIM OR CAUSE OF ACTION, WHETHER KNOWN OR UNKNOWN,
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ASSERTED OR NOT ASSERTED, SCHEDULED OR NOT SCHEDULED AND WHETHER ARISING UNDER THE BANKRUPTCY
CODE OR OTHER APPLICABLE LAW, ARISING FROM OR RELATED TO ACTS OR OMISSIONS OCCURRING ON OR BEFORE
THE EFFECTIVE DATE AND THE RELEASING PARTIES COVENANT NOT TO SUE ANY OF THE OTHER PARTIES
IDENTIFIED IN (I) THROUGH (II) OF THIS PROVISION WITH RESPECT TO THE CLAIMS RELEASED HEREIN; PROVIDED , HOWEVER , NO SUCH PARTIES SHALL BE RELEASED AND DISCHARGED FROM
OBLIGATIONS UNDER THE PLAN OR OF ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO ACTS OR
OMISSIONS INVOLVING WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD CLAIMS; PROVIDED , FURTHER , HOWEVER , THAT NOTHING IN THE CONFIRMATION ORDER OR THIS PLAN SHALL EFFECT
A RELEASE OF ANY CLAIM BY THE UNITED STATES GOVERNMENT OR ANY OF ITS AGENCIES OR ANY STATE AND
LOCAL AUTHORITY WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CLAIM ARISING UNDER THE INTERNAL
REVENUE CODE, THE ENVIRONMENTAL LAWS OR ANY CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE AND
LOCAL AUTHORITY AGAINST THE RELEASED PARTIES, NOR SHALL ANYTHING IN THE CONFIRMATION ORDER OR THIS
PLAN ENJOIN THE UNITED STATES OR ANY STATE OR LOCAL AUTHORITY FROM BRINGING ANY CLAIM, SUIT, ACTION
OR OTHER PROCEEDINGS AGAINST THE RELEASED PARTIES FOR ANY LIABILITY WHATEVER, INCLUDING WITHOUT
LIMITATION ANY CLAIM, SUIT OR ACTION ARISING UNDER THE INTERNAL REVENUE CODE, THE ENVIRONMENTAL
LAWS OR ANY CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE OR LOCAL AUTHORITY, NOR SHALL ANYTHING
IN THE CONFIRMATION ORDER OR THE PLAN OF REORGANIZATION EXCULPATE ANY PARTY FROM ANY LIABILITY TO
THE UNITED STATES GOVERNMENT OR ANY OF ITS AGENCIES OR ANY
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STATE AND LOCAL AUTHORITY WHATSOEVER, INCLUDING ANY LIABILITIES ARISING UNDER THE INTERNAL
REVENUE CODE, THE ENVIRONMENTAL LAWS OR ANY CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE AND
LOCAL AUTHORITY AGAINST THE RELEASED PARTIES.
 RELEASES BY CREDITORS. ON THE EFFECTIVE DATE, IN EXCHANGE FOR THE CONSIDERATION PROVIDED TO
CREDITORS UNDER THIS PLAN EACH HOLDER OF A CLAIM SHALL BE DEEMED TO HAVE RELEASED AND DISCHARGED
(I) THE RELEASING PARTIES; (II) ALL MANAGERS, OFFICERS, DIRECTORS, AGENTS, ATTORNEYS, INVESTMENT
BANKERS, FINANCIAL ADVISORS, AND PROFESSIONALS EMPLOYED BY THE RELEASING PARTIES; AND (III) ALL
ATTORNEYS, INVESTMENT BANKERS, FINANCIAL ADVISORS, AND OTHER PROFESSIONALS EMPLOYED BY THE
RELEASING PARTIES, OF AND FROM ANY CLAIM OR CAUSE OF ACTION, WHETHER KNOWN OR UNKNOWN, ASSERTED OR
NOT ASSERTED, SCHEDULED OR NOT SCHEDULED AND WHETHER ARISING UNDER THE BANKRUPTCY CODE OR OTHER
APPLICABLE LAW, ARISING FROM OR RELATED TO ACTS OR OMISSIONS OCCURRING ON OR BEFORE THE EFFECTIVE
DATE AND EACH HOLDER OF A CLAIM OR INTEREST COVENANTS NOT TO SUE ANY OF THE OTHER PARTIES
IDENTIFIED IN (I) THROUGH (III) ABOVE (THE RELEASED PARTIES); PROVIDED , HOWEVER ,
THAT THE RELEASED PARTIES SHALL NOT BE RELEASED AND DISCHARGED FROM OBLIGATIONS UNDER THE PLAN OR
OF ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO ACTS OR OMISSIONS INVOLVING WILLFUL
MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD; PROVIDED , FURTHER , HOWEVER , THAT
NOTHING IN THE CONFIRMATION ORDER OR THIS PLAN SHALL EFFECT A RELEASE OF ANY CLAIM BY THE UNITED
STATES GOVERNMENT OR ANY OF ITS AGENCIES OR ANY STATE AND LOCAL
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AUTHORITY WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CLAIM ARISING UNDER THE INTERNAL
REVENUE CODE, THE ENVIRONMENTAL LAWS OR ANY CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE AND
LOCAL AUTHORITY AGAINST THE RELEASED PARTIES, NOR SHALL ANYTHING IN THE CONFIRMATION ORDER OR THIS
PLAN ENJOIN THE UNITED STATES OR ANY STATE OR LOCAL AUTHORITY FROM BRINGING ANY CLAIM, SUIT, ACTION
OR OTHER PROCEEDINGS AGAINST THE RELEASED PARTIES FOR ANY LIABILITY WHATEVER, INCLUDING WITHOUT
LIMITATION ANY CLAIM, SUIT OR ACTION ARISING UNDER THE INTERNAL REVENUE CODE, THE ENVIRONMENTAL
LAWS OR ANY CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE OR LOCAL AUTHORITY, NOR SHALL ANYTHING
IN THE CONFIRMATION ORDER OR THE PLAN OF REORGANIZATION EXCULPATE ANY PARTY FROM ANY LIABILITY TO
THE UNITED STATES GOVERNMENT OR ANY OF ITS AGENCIES OR ANY STATE AND LOCAL AUTHORITY WHATSOEVER,
INCLUDING ANY LIABILITIES ARISING UNDER THE INTERNAL REVENUE CODE, THE ENVIRONMENTAL LAWS OR ANY
CRIMINAL LAWS OF THE UNITED STATES OR ANY STATE AND LOCAL AUTHORITY AGAINST THE RELEASED PARTIES.
 Released Causes Of Action
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I. Retention Of Jurisdiction.
        -25-




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J. Miscellaneous Provisions Of The Plan.
 Severability Of Plan Provisions.
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Exemption From Transfer Taxes.
 Interest Accrual.
 Allocation Of Plan Distributions Between Principal And Interest.
 Rules Of Interpretation; Computation Of Time.
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Plan Documents.
 Successors And Assigns.
 Governing Law.
 Modification Of The Plan.
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ARTICLE VI.  RISK FACTORS
  A. Failure To Receive Requisite Accepting Votes.
  B. Risk of Non-Confirmation Of The Plan.
  C. Risk Of Additional Or Larger Claims.
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ARTICLE VII.  FEASIBILITY OF THE PLAN
  ARTICLE VIII.  BEST INTERESTS TEST
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Exhibit B
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ARTICLE IX.  TAX CONSEQUENCES OF CONFIRMATION
 A. Circular 230 Disclaimer.
 IRS
  Tax Consequences To The Debtor
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C. Tax Consequences To Unsecured Creditors
  D. Disclaimer
  ARTICLE X.  CONCLUSION
  -33-




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RECOMMENDATION
 THE DEBTOR RECOMMENDS THAT YOU VOTE TO ACCEPT THE PLAN.
 THE DEBTOR BELIEVES THAT CONFIRMATION OF THE PLAN IS PREFERABLE TO ANY OF THE ALTERNATIVES
DESCRIBED ABOVE AND THAT THE PLAN IS DESIGNED TO PROVIDE GREATER RECOVERIES THAN THOSE AVAILABLE IN
ANY OTHER FORM OF LIQUIDATION. ANY OTHER ALTERNATIVE WOULD CAUSE SIGNIFICANT DELAY AND
UNCERTAINTY, AS WELL AS ADDITIONAL ADMINISTRATIVE COSTS.
 THE DEBTOR SUPPORTS THE PLAN.
 Respectfully submitted,IFL CORP.Debtor and Debtor in PossessionBy:
    /s/  Michael KeefeMichael Keefe LOWENSTEIN SANDLER PCBy:
    /s/ S. Jason TeeleSharon L. Levine, Esq. (Admitted Pro Hac Vice)S. Jason Teele, Esq.
Timothy R. Wheeler, Esq.
1251 Avenue of the Americas, 18th Floor
New York, New York 10020
Telephone:  973.597.2500
Facsimile:  973.597.2400
 and 
65 Livingston Avenue
Roseland, New Jersey 07068Counsel to the Debtor and Debtor in Possession Dated:
    
    August 5, 2009New York, New York
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Exhibit 99.2
 UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
 In re:
    
    
    
    Chapter 11IFL Corp.,
    
    
    
    Case No. 08-13589 (MG)Debtor.
 DEBTORS PLAN OF LIQUIDATION
 LOWENSTEIN SANDLER PC  Admitted Pro Hac Vice    th
  
 Counsel to the Debtor and Debtor in Possession




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TABLE OF CONTENTS
 ARTICLE I. CERTAIN DEFINITIONS
    
    
    2ARTICLE II. CLASSIFICATION OF CLAIMS AND INTERESTS
    
    
    8ARTICLE III. TREATMENT OF UNCLASSIFIED CLAIMS
    
    
    9ARTICLE IV. TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS
    
    
    11ARTICLE V. ACCEPTANCE OR REJECTION OF THE PLAN
    
    
    12ARTICLE VI. MEANS FOR IMPLEMENTATION OF THE PLAN
    
    
    12ARTICLE VII. PROVISIONS GOVERNING DISTRIBUTIONS GENERALLY
    
    
    13ARTICLE VIII. TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
    
    
    16ARTICLE IX. EFFECTS OF CONFIRMATION
    
    
    16ARTICLE X. RETENTION OF JURISDICTION
    
    
    20ARTICLE XI. MISCELLANEOUS PROVISIONS
    
    
    21
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Debtor Plan
  ARTICLE XI.CERTAIN DEFINITIONS
  A.   means a Claim for the costs and expenses of administration
of the Case allowed under Sections 503(b) , 507(b) or, if applicable, 1114(e)(2) of the Bankruptcy
Code, including: (a) any actual and necessary costs and expenses incurred after the Petition Date
of preserving the Debtors Estate and operating the business of the Debtor (such as wages,
salaries, commissions for services and payments for inventories, leased equipment and premises) and
Claims of governmental units for taxes (including Claims related to taxes which accrued after the
Petition Date, but excluding Claims related to taxes which accrued on or before the Petition Date);
and, (b) compensation for legal, financial, advisory, accounting and other services and
reimbursement of expenses allowed by the Bankruptcy Court under Sections 330, 331 or 503(b) of the
Bankruptcy Code to the extent incurred prior to the Effective Date.
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B.   means that portion of an Allowed Claim for costs and
expenses of administration of the Case allowed under Sections 503(b) , 507(b) or, if applicable,
Section 1114(e)(2) of the Bankruptcy Code and/or 28 U.S.C. Section 1930.
 C.   means a Claim (a) as to which no objection or request for estimation has
been filed on or before the Claims Objection Deadline or the expiration of such other applicable
period fixed by the Bankruptcy Court; or (b) as to which any objection has been settled, waived,
withdrawn or denied by a Final Order; or (c) that is Allowed (i) by a Final Order; (ii) by an
agreement between the Holder of such Claim and the Debtor; or (iii) pursuant to the terms of the
Plan. For purposes of computing distributions under the Plan, the term Allowed Claim shall not
include interest on such Claim from and after the Petition Date, except as provided in Section
5 06(b) of the Bankruptcy Code or as otherwise expressly set forth in the Plan.
 D.   means all of the right, title and interest of the Debtor in and to Property of
whatsoever type or nature (real, personal and mixed) including Property of the Estate as such
Property is defined in Section 541 of the Bankruptcy Code, including Cash, Claims, rights,
interests and Property, real and personal, tangible and intangible, and all Causes of Action that
are not Released Causes of Action.
 E.   means a cause of action of the Debtor pursuant to Sections 510 and 542
through 553 of the Bankruptcy Code.
 F.   means title 11 of the United States Code, 11 U.S.C. §§101 et seq. , as now
in effect or hereafter amended.
 G.   means the United States District Court for the Southern District of New
York and, to the extent of any reference made pursuant to 28 U.S.C. § 157, the United States
Bankruptcy Court for the Southern District of New York or any court having competent jurisdiction
to enter the Confirmation Order.
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H.   means the Federal Rules of Bankruptcy Procedure, the Official Bankruptcy
Forms, the Federal Rules of Civil Procedure, the Local Rules of the United States District Court
for the Southern District of New York, and the Local Rules of the Bankruptcy Court, as applicable
to the Case or proceedings therein, as the case may be.
 I.   means the schedules of assets and liabilities, lists of executory
contracts and unexpired leases, statements of financial affairs, and related information filed by
the Debtor pursuant to Bankruptcy Rule 1007, as same may be amended or supplemented from time to
time.
 J.   means any day, excluding Saturdays, Sundays or legal holidays (as
referenced in Bankruptcy Rule 9006(a) ), on which commercial banks are open for business in New
York, New York.
 K.   means the chapter 11 case assigned Case No. 08-13589 (MG) in the Bankruptcy Court
styled, In re IFL Corp.
 L.   means legal tender of the United States of America and equivalents thereof.
 M.   or   means all rights, claims, and causes of action of
the Debtor or the Estate, whether known or unknown, asserted or not asserted, Scheduled or not
Scheduled and whether arising under the Bankruptcy Code or other applicable law, including but not
limited to Avoidance Actions.
 N.   means a claim against the Debtor as defined in section 101(5) of the Bankruptcy
Code.
 O.   shall mean that date which is 90 days after the Effective Date
or as otherwise extended by the Bankruptcy Court.
 P.   means all of the Holders of Claims or Interests having characteristics
substantially similar to the other Claims or Interests and which have been designated as a class in
the Plan.
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Q.   means the date on which the clerk of the Bankruptcy Court enters the
Confirmation Order on the docket of the Bankruptcy Court.
 R.   means the hearing or hearings before the Bankruptcy Court at which
the Bankruptcy Court will consider confirmation of the Plan pursuant to section 1128 of the
Bankruptcy Code.
 S.   means the order of the Bankruptcy Court, in form and substance
satisfactory to the Debtor, confirming the Plan pursuant section 1129 of the Bankruptcy Code.
 T.   means a Holder of a Claim.
 U.   means IFL Corp., a Delaware corporation, with its principal place of business
located at 7365 Main Street, #191, Stratford, CT 06614.
 V.   means the First Amended Disclosure Statement for the Debtors Plan
of Liquidation dated August 5, 2009, together with any supplements, amendments, or modifications
thereto.
 W.   means any Claim as to which the Debtor has interposed an objection or
request for estimation in accordance with the Bankruptcy Code and the Bankruptcy Rules, or any
Claim otherwise disputed by the Debtor in accordance with applicable law, which objection has not
been withdrawn or determined by a Final Order.
 X.   means the payment by the Debtor to the Holders of Allowed Claims and
Interests pursuant to the Plan from the Estate Assets.
 Y.   means the date on which a Distribution is made under the Plan, which
date shall be not later than 90 days following the Effective Date.
 Z.   means the first Business Day after which all conditions precedent to the
effectiveness of the Plan have been satisfied or waived as provided in the Plan, unless extended by
the Debtor.
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AA.   means the Estate created by section 541 of the Bankruptcy Code upon the
commencement of the Case.
 BB.   means all Assets of the Estate, including but not limited to, all
available cash.
 CC.   means filed with the Bankruptcy Court in the Debtors Case.
 DD.   means an order entered by the Bankruptcy Court or other court of competent
jurisdiction on its docket as to which (a) the time to appeal, petition for certiorari , or move for
reargument or rehearing has expired and as to which no appeal, petition for certiorari , or other
proceedings for reargument or rehearing shall then be pending; or (b) in the event that an appeal,
writ of certiorari , reargument, or rehearing thereof has been sought, such order of the Bankruptcy
Court or any other court or adjudicative body shall have been affirmed by the highest court to
which such order was appealed, or certiorari has been denied, or from which reargument or rehearing
was sought, and the time to take any further appeal, petition for certiorari or move for reargument
or rehearing shall have expired; provided , however , that no order shall fail to be
a Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal
Rules of Civil Procedure or a similar rule under the Federal Rules of Bankruptcy Procedure may be
filed with respect to such order.
 EE.   means any unsecured Claim against the Debtor, other than an
Administrative Claim, Priority Claim, or Interest in the Debtor.
 FF.   means any Person holding a Claim or Interest against the Debtors Estate.
 GG.   shall have the meaning set forth in section 1124 of the Bankruptcy Code.
 HH.   shall have the meaning set forth in section 101(31) of the Bankruptcy Code.
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II.   means the legal, equitable, contractual and other rights of the Holders of any
equity interest in the Debtor, including the rights of any Person to purchase or demand the
issuance of any Interest, including (a) conversion, exchange, voting, participation and dividend
rights; (b) liquidations preferences; (c) stock options, warrants and put rights; and (d)
share-appreciation rights; or (e) any other stock right pertaining or in any way relating to the
Debtor.
 JJ.   means any charge against, or interest in, property to secure payment of a debt or
performance of a Claim.
 KK.   means any person or entity of any nature whatsoever, specifically including, but
not limited to, an individual, firm, company, corporation, partnership, trust, governmental unit,
joint venture, association, joint stock company, limited liability company, estate, unincorporated
organization or other entity.
 LL.   means September 15, 2008, the date on which the Debtor commenced its Case
in the Bankruptcy Court.
 MM.   means this Plan of Liquidation, as it may be amended, modified, or supplemented
from time to time as permitted herein.
 NN.   means all documents, forms, lists, and agreements, if any, contemplated
under the Plan to effectuate the terms hereof.
 OO. means all Claims that are entitled to priority pursuant to sections 502
and/or 507(a) of the Bankruptcy Code and that are not Administrative Expense Claims.
 PP.   shall mean those Persons (i) employed pursuant to an order of the
Bankruptcy Court in accordance with sections 327 and 1103 of the Bankruptcy Code and to be
compensated for services rendered prior to the Effective Date, pursuant to sections 327, 328, 329,
330 and 331 of the Bankruptcy Code, or (ii) for which compensation and reimbursement has been
allowed by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.
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QQ.   means a written statement setting forth a Creditors Claim and conforming
substantially to the appropriate official form.
 RR.   means all Property of the Debtors estate of any nature whatsoever, real or
personal, tangible or intangible, owned by the Debtor as of the Confirmation Date as defined in
section 541 of the Bankruptcy Code.
 SS.   means the proportion that the amount of an Allowed Claim in a particular Class
bears, respectively, to the aggregate amount of all Claims in such Class, including Disputed Claims
but excluding Disallowed Claims. For purposes of this calculation, the amount of a Disputed Claim
will equal the lesser of (a) its face amount, and (b) the amount estimated as allowable by the
Bankruptcy Court.
 TT.   shall mean any Claim that is not Impaired within the meaning of section 1124
of the Bankruptcy Code.
 UU.   means fees payable pursuant to 28 U.S.C. § 1930.
 ARTICLE XII.CLASSIFICATION OF CLAIMS AND INTERESTS
 A. All Claims and Interests, Administrative Claims and Priority Claims, are placed into the
Classes set forth below. Pursuant to section 1123(a)(1) of the Bankruptcy Code, Administrative
Expense Claims and Priority Claims, are not classified in the Plan. A Claim or Interest is placed
in a particular Class only to the extent that the Claim or Interest falls within the description of
that Class and is classified in other Classes to the extent that any portion of such Claim or
Interest falls within the description of such other Classes. A Claim is also placed in a
particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent
that such Claim is an Allowed Claim in that Class and such Claim has not been paid, discharged,
released or otherwise settled prior to the Effective Date.
 B. . Except for Priority Claims, which are Impaired only to the extent
permitted by the Bankruptcy Code, unclassified Claims are not Impaired
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by the Plan. Each Holder of an Unclassified Claim is conclusively presumed to have accepted
the Plan and, therefore, is not entitled to vote to accept or reject the Plan. Following are the
unclassified Claims: Priority Claims and Administrative Expense Claims.
 C. . Each Holder of an unimpaired Claim is deemed to have
accepted the Plan and, therefore, is not entitled to vote to accept or reject the Plan.
 D. . Each Holder of a Claim placed in one of the following Classes
entitled to vote to accept or reject the Plan.
 1. Class 1 (General Unsecured Claims)
 2. Class 2 (Convenience Claims) provided however
 E. .
 1. Class 3 (Interests)
 ARTICLE XIII.TREATMENT OF UNCLASSIFIED CLAIMS
 A. . The legal and equitable rights of the
holders of Administrative Expense Claims and Priority Claims, including Priority Claims asserted by
taxing authorities, are unaltered by the Plan. As soon as reasonably practicable after the later
of (i) the Effective Date, and (ii) the date on which such Administrative Expense Claim or Priority
Claim becomes an Allowed
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Administrative Expense Claim or Priority Claim, the Debtor shall pay to each such Holder, in
full satisfaction, settlement and release of and in exchange for such Allowed Administrative
Expense Claim or Priority Claim (A) Cash equal to the amount of such Allowed Administrative Expense
Claim or Priority Claim, or (B) such other treatment as to which the Debtor and the Holder of such
Allowed Administrative Expense Claim or Priority Claim shall have agreed upon in writing.
 1. Bar Dates for Administrative Expense Claims.
 2. Applications for Professional Fees.
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B. On or before the Effective Date, the Debtor shall pay all unpaid U.S.
Trustee Fees, if any. All U.S. Trustee Fees incurred after the Effective Date shall be timely paid
by the Debtor as such U.S. Trustee fees become due and payable but in any event, prior to the entry
of an order closing the Case.
 ARTICLE XIV.TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS
 A. . As soon as reasonably practicable after the later of
(i) the Effective Date and (ii) the date on which such General Unsecured Claim becomes an Allowed
General Unsecured Claim, the Debtor shall pay to each Holder of an Allowed General Unsecured Claim,
in full satisfaction, settlement of, and in exchange for, such Holders Pro Rata share of the
Estate Assets; provided , however , that no holder of an Allowed General Unsecured
Claim shall be entitled to receive more than the amount of such Allowed Claim; provided further , that the Pro Rata share of the Estate Assets allocable to the Holders of Class 1
Claims shall be determined after calculating the payment to Holders of Class 2 Convenience Claims.
 B. . As soon as practicable after the later of (i) the Effective
Date and (ii) the date on which a Convenience Claim becomes an Allowed Convenience Claim, the
Debtor shall pay to the Holder of such Claim from the Estate Assets, in full payment, satisfaction
and release and in exchange for such Allowed Claim, Cash in the amount of eighty percent (80%) of
its Allowed Convenience Claim, up to a maximum amount of $1,600.00; provided , however , that in the event holders of Class 1 General Unsecured Claims are to be paid 100%
of the face value of their Allowed Claims, holders of Class 2 Convenience Claims shall also be paid
100% of the face value of their claims to the extent there are sufficient Estate Assets.
 C. . On the Effective Date, the Debtors equity interests shall be
extinguished and cancelled. The Holders of Class 3 Interests shall receive no distributions under
the Plan.
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ARTICLE XV.ACCEPTANCE OR REJECTION OF THE PLAN
 A. The Holders of Claims in Class 1 and Class 2 shall be entitled
to vote to accept or reject the Plan.
 B. An Impaired Class of Claims shall have accepted
the Plan if (a) the holders (other than any holder designated under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Claims actually voting in such
Class have voted to accept the Plan and (ii) the holders (other than any holder designated under
section 1126(e) of the Bankruptcy Code) of more than one-half in number of the Allowed Claims
actually voting in such Class have voted to accept the Plan.
 C. If each Impaired Class of Claims does not accept the Plan, the Debtor requests
confirmation of the Plan under section 1129(b) of the Bankruptcy Code. The Debtor reserves the
right to modify the Plan to the extent that confirmation pursuant to section 1129(b) of the
Bankruptcy Code requires modification of the Plan or for any other reason in its discretion.
 ARTICLE XVI.MEANS FOR IMPLEMENTATION OF THE PLAN
 A. Each of the following events shall occur on or
before the Effective Date:
 1.
 2.
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B. The Debtor may waive in writing any
or all of the conditions precedent to the Effective Date set forth in Section 6.1, whereupon the
Effective Date shall occur without further action by any Person.
 C. . On the Effective Date (i) all Interests in the
Debtor; (ii) any and all stock options (including, but not limited to, all stock options granted to
the Debtors employees); (iii) any and all warrants; and (iv) any instrument evidencing or creating
any indebtedness or obligation of the Debtor, except such instruments that are reinstated or
amended and restated under the Plan, shall be cancelled and extinguished. Additionally, as of the
Effective Date, all Interests in the Debtor, and any and all warrants, options, rights or interests
with respect to equity interest in the Debtor that have been authorized to be issued but that have
not been issued shall be deemed cancelled and extinguished without any further action of any party.
 D. On the Distribution Date, the Debtor shall be dissolved as a
corporate entity under the laws of the State of Delaware without further action by the Debtor, the
Bankruptcy Court, any federal or state governmental unit, or any other Person.
 ARTICLE XVII.PROVISIONS GOVERNING DISTRIBUTIONS GENERALLY
 A. The Debtor shall be the disbursing agent for all Distributions to be
made under the Plan.
 B. . Except as otherwise ordered by
the Bankruptcy Court, Distributions to Holders of Allowed Claims shall be made on the Distribution
Date; provided , however , that Distributions on account of Claims that first become
Allowed Claims after the Distribution Date shall be made as soon as reasonably practicable after
such Claim becomes an Allowed Claim.
 C. . Cash payments made pursuant to the Plan shall be in U.S. funds, by
the means, including by check or wire transfer, determined by the Debtor.
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D. . Distributions to Holders of Allowed Claims pursuant to the Plan
shall be made (a) at the addresses set forth on the Proofs of Claim Filed by such Holders (or at
the last known addresses of such Holders if no Proof of Claim is Filed or if the Debtor has been
notified of a change of address); (b) at the addresses set forth in any written notices of address
changes delivered to the Debtor; or (c) if no Proof of Claim has been Filed and the Debtor has not
received a written notice of a change of address, at the address reflected in the Debtors
Schedules of Assets and Liabilities. Any Distributions that are either undeliverable or returned
to the Debtor and unclaimed by the Holder within sixty (60) days shall be forfeited to the Estate
and re-distributed to Holders of Allowed Claims in accordance with this Plan.
 E. As soon as reasonably practicable,
but in no event later than the Claims Objection Deadline (unless extended, after notice to those
creditors who requested notice in accordance with Bankruptcy Rule 2002, by an Order of the
Bankruptcy Court), the Debtor may File objections to Claims and serve such objections upon the
Holders of each of the Claims to which objections are made. Nothing contained herein shall limit
the Debtors right to object to Claims, if any, Filed or amended after the Claims Objection
Deadline. Pending the Bankruptcy Courts adjudication of such objection(s), the Debtor shall
reserve an amount of funds equal to the Pro Rata Share of Estate Assets for each Disputed Claims
based on the asserted amount of each such Disputed Claim. The Debtor shall be authorized to
resolve all Disputed Claims by withdrawing or settling such objections thereto, or by litigating to
judgment in the Bankruptcy Court or such other court having competent jurisdiction the validity,
nature, and/or amount thereof. If the Debtor and the Holder of a Disputed Claim agree to
compromise, settle, and/or resolve a Disputed Claim by granting such Holder an Allowed Claim in the
amount of $50,000 or less, then the Debtor may compromise, settle, and/or resolve such Disputed
Claim without further
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Bankruptcy Court approval. Otherwise, the Debtor may only compromise, settle, and/or resolve
such Disputed Claim with Bankruptcy Court approval.
 F. . Notwithstanding any other provision of the Plan, no
Distribution shall be made with respect to all or any portion of a Disputed Claim unless and until
all objections to such Disputed Claim have been settled or withdrawn or have been determined by
Final Order, and the Disputed Claim, or some portion thereof, has become an Allowed Claim.
 G. . In connection with the Plan and all Distributions
hereunder, the Debtor shall, to the extent applicable, comply with all tax withholding and
reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all
Distributions hereunder shall be subject to any such withholding and reporting requirements. The
Debtor shall be authorized to take any and all actions that may be reasonably necessary or
appropriate to comply with such withholding and reporting requirements, including, without
limitation, withholding the Distribution to any Holder of an Allowed Claim who fails to provide a
valid tax identification number or such other information that the Debtor may reasonably request.
 H. De Minimis De Minimis Notwithstanding any provision in the Plan to the contrary, no
Distribution shall be made in an amount less than twenty-five dollars ($25). If the amount to be
distributed to any Class 1 Creditor never exceeds $24.99, such Distribution will be added to the
Estate Assets and distributed to other Class 1 Creditors, or contributed to charity as provided
herein. If after making the Distributions from the Assets as contemplated by this Plan, the
remaining Estate Assets are equal to or less than $250.00, the disbursing agent shall be
authorized, but is not directed, to contribute any such remaining Estate Assets to any qualified
charitable organization located in New York County, New York that is organized pursuant to section
5 01(c)(3) of the United States Internal Revenue Code, as amended.
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ARTICLE XVIII.TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
 A. All of the Debtors executory
contracts and unexpired leases shall be deemed rejected on the Effective Date except to the extent
the Debtor previously has assumed, assumed and assigned, or rejected an executory contract or
unexpired lease.
 B. Each Person who is a
party to an executory contract or unexpired lease which is rejected pursuant to the Plan shall be
entitled to file, not later than thirty (30) days after the Confirmation Date, a proof of claim for
damages alleged to have arisen from the rejection of the executory contract or unexpired lease to
which such Person is a party. Objections to any such proofs of claim shall be filed by the Debtor
no later than 90 days after such proof of claim is filed. In the event an objection is Filed, the
Bankruptcy Court shall determine the amount due and owing, if any, to the Person that Filed the
proof of claim. The Debtor shall make a Distribution on account of such proof of claim as soon as
is reasonably practicable after the entry of the Final Order allowing such proof of claim. The
Debtor shall be authorized to settle or resolve any such objections in accordance with Article 7.5
hereof.
 ARTICLE XIX.EFFECTS OF CONFIRMATION
 A. The provisions of the Plan shall bind all Holders of Claims and
Interests and their respective successors and assigns.
 B. Notwithstanding any other provision of the Plan,
no Holder of a Claim or Interest shall have any right of action against the Debtor, the Estate or
any of their respective managers, officers, directors, agents, attorneys, investment bankers,
financial advisors, other professionals, or any of their respective property and assets for any act
or omission in connection with, relating to
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or arising out of the Case, the pursuit of confirmation of the Plan, the consummation of the
Plan, or the administration of the Plan or the property to be distributed under the Plan, except
for acts or omissions which constitute willful misconduct or gross negligence.
 C. RELEASING PARTIES PROVIDED HOWEVER PROVIDED FURTHER HOWEVER
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D. .
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RELEASED
PARTIES PROVIDED HOWEVER PROVIDED FURTHER HOWEVER
 E. From and after the Effective Date, all rights, claims, and
Causes of Action of the Debtor or the Estate, whether known or
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unknown, asserted or not asserted, Scheduled or not Scheduled and whether arising under the
Bankruptcy Code or other applicable law, are forever released. Nothing contained herein shall be
deemed a waiver, release or discharge of any rights, claims, Causes of Action, or defenses which
the Debtor or the Estate may have to the extent they are asserted by the Debtor as a defense, set
off or third party claim.
 ARTICLE XX.RETENTION OF JURISDICTION
 A. . Pursuant to sections 105(a) and 1142 of the Bankruptcy Code,
and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, the
Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, and related
to, the Case and the Plan to the fullest extent permitted by law, including, among other things,
jurisdiction to:
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ARTICLE XXI.MISCELLANEOUS PROVISIONS
 A. If, prior to Confirmation, any term or provision of the
Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at
the request of the Debtor, shall have the power to alter and
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interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void
or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and
provisions of the Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order
shall constitute a judicial determination and shall provide that each term and provision of the
Plan, as it may be altered or interpreted in accordance with the foregoing, is valid and
enforceable pursuant to its terms.
 B. In accordance with section 1146(a) of the Bankruptcy Code,
the Bankruptcy Court will be requested to make findings, in the Confirmation Order, that the sale
of the Debtors Assets pursuant to one or more Final Orders authorizing and approving such sale(s)
shall not be taxed under any law imposing stamp or similar tax. Consistent with the foregoing,
each recorder of deeds or similar official for any county, city or governmental unit in which any
instrument hereunder is to be recorded shall, pursuant to the Confirmation Order, be ordered and
directed to accept such instrument, without requiring the payment of any stamp or similar tax.
 C. No post-petition interest shall accrue on any Claim or scheduled
liability (including, but not limited to, Allowed Administrative Expense Claims).
 D. To the extent that any
Allowed Claim entitled to a distribution under the Plan is comprised of indebtedness and accrued
but unpaid interest thereon, such distribution shall, for federal income tax purposes, be allocated
to the principal amount of the Claim first, and then, to the extent the consideration exceeds the
principal amount of the Claim, to accrued but unpaid interest.
 E. For purposes of the Plan, (a) any reference
in the Plan to a contract, instrument, release, indenture, or other
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agreement or document as being in a particular form or containing particular terms and
conditions means that such document shall be substantially in such form or substantially on such
terms and conditions, (b) any reference in the Plan to an existing document or exhibit filed or to
be filed means such document or exhibit as it may have been or may be amended, modified, or
supplemented, (c) unless otherwise specified, all references in the Plan to Sections, Articles, and
Exhibits, if any, are references to Sections, Articles, and Exhibits of or to the Plan, (d) the
words herein and hereto refer to the Plan in its entirety rather than to a particular portion
of the Plan, (e) captions and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the interpretation of the Plan,
and (f) the rules of construction set forth in section 102 of the Bankruptcy Code and in the
Bankruptcy Rules shall apply. In computing any period of time prescribed or allowed by the Plan,
unless otherwise specifically designated herein, the provisions of Bankruptcy Rule 9006(a) shall
apply.
 F. The Plan Documents, if any, are incorporated herein and are a part of the
Plan as if set forth in full herein.
 G. The rights, benefits and obligations of any Person named or
referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor,
administrator, successor or assign of such Person.
 H. Unless a rule of law or procedure is supplied by federal law, including the
Bankruptcy Code and Bankruptcy Rules, (a) the construction and implementation of the Plan and any
agreements, documents, and instruments executed in connection with the Plan, and (b) governance
matters shall be governed by the laws of the State of New York, without giving effect to the
principles of conflict of law thereof.
 I. The Debtor may alter, amend, or modify the Plan or any Plan
Documents under section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date.
After the Confirmation Date and prior to substantial consummation of the Plan, the Debtor may,
under section 1127(b) of the Bankruptcy Code,
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institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile
any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, and such
matters as may be necessary to carry out the purposes and effects of the Plan so long as such
proceedings do not materially or adversely affect the treatment of Holders of Claims or Interests
under the Plan; provided , however , prior notice of such proceedings shall be served
in accordance with the Bankruptcy Rules or Order of the Bankruptcy Court.
 Respectfully
submitted,IFL CORP.Debtor and Debtor in PossessionBy:
    /s/  Michael KeefeMichael Keefe LOWENSTEIN SANDLER PCBy:
    /s/ S. Jason TeeleSharon L. Levine, Esq. (Admitted Pro Hac Vice)S. Jason Teele, Esq.
Timothy R. Wheeler, Esq.
1251 Avenue of the Americas, 18th Floor
New York, New York 10020
Telephone:  973.597.2500
Facsimile:  973.597.2400
 and 
65 Livingston Avenue
Roseland, New Jersey 07068Counsel to the Debtor and Debtor in Possession Dated:
    
    August 5, 2009New York, New York
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