
                                                                     EXHIBIT 2.1
                                                                     -----------



Jeffrey D. Saferstein (JS/5339))
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, New York  10019-6064
Telephone:  (212) 373-3000

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------x
                                        :
In re:                                  :
                                        :    Chapter 11
   ACTRADE FINANCIAL TECHNOLOGIES       :    Case No. 02-16212 (ALG)
   LTD., ET AL.,                        :
                                        :    (Jointly Administered)
                        Debtors.        :
                                        :
----------------------------------------x





                       DEBTORS' JOINT PLAN OF LIQUIDATION
                       ----------------------------------





                                PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                                Jeffrey D. Saferstein (JS/5339)
                                1285 Avenue of the Americas
                                New York, New York  10019
                                Telephone:  (212) 373-3000
                                Attorneys for Debtors and Debtors in Possession



Dated:     September 25, 2003

<PAGE>

                                  INTRODUCTION

         Actrade Capital Inc. and Actrade Financial Technologies Ltd., the
above-captioned debtors and debtors-in-possession (the "Debtors") hereby propose
this Plan of Liquidation pursuant to section 1121 of the Bankruptcy Code.
Reference is made to the Disclosure Statement1 for risk factors, a summary and
analysis of the Plan and certain related matters. The Debtors are the proponents
of the Plan within the meaning of section 1129 of the Bankruptcy Code. The Plan
is supported by the Equity Committee.

         The Plan constitutes a liquidating chapter 11 plan for the Debtors. The
majority of the Debtors' assets have been sold. The Plan provides for the
Debtors' remaining assets to be liquidated over time, and for the proceeds of
the asset sales to be distributed to holders of Allowed Claims and Allowed
Interests in accordance with the terms of the Plan and the priority of claims
and interests provisions of the Bankruptcy Code. Except as otherwise provided by
order of the Court, distributions will occur on the Effective Date or as soon
thereafter as is practicable and at various intervals thereafter. The
Post-Confirmation Debtors will be dissolved upon the Effective Date.

         Subject to the restrictions on modifications set forth in section 1127
of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on
modifications set forth in Article XII. of this Plan, the Debtors expressly
reserve the right to alter, amend or modify this Plan, one or more times, before
its substantial consummation.

                                   ARTICLE I.

                      DEFINITIONS AND CONSTRUCTION OF TERMS

         A.       SCOPE OF DEFINITIONS. As used in this Plan, the following
terms shall have the respective meanings specified below. Whenever the context
requires, such terms shall include the plural as well as the singular, the
masculine gender shall include the feminine and the feminine gender shall
include the masculine.

"ACCRUED"                       shall mean an expense incurred but not yet
                                billed for nor paid.

"ACTRADE CAPITAL"               shall mean Actrade Capital Inc.

"ACTRADE FINANCIAL"             shall mean Actrade Financial Technologies Ltd.

"ADMINISTRATIVE CLAIM"          shall mean a Claim under sections 503(b) and
                                1114(e)(2) of the Bankruptcy Code that is
                                entitled to priority under section 507(a)(1) of
                                the Bankruptcy Code, for costs or expenses of
                                administration of the Chapter 11 Cases

------------------------
1    All capitalized terms not defined in this introduction shall have the
     meanings set forth in Article I. of this Plan.


                                        2
<PAGE>

                                including, without limitation, any actual and
                                necessary expenses of operating the business of
                                the Debtors or preserving the estates incurred
                                after the Petition Date, and any and all fees
                                and expenses of Professionals Filed under
                                sections 330, 331 or 503 of the Bankruptcy Code.

"ADMINISTRATIVE CLAIM BAR DATE" shall have the meaning set forth in section 3.4
                                of the Plan.

"ADMINISTRATIVE CLAIMS RESERVE" shall have the meaning set forth in section 8.7
                                of the Plan.

"ADMINISTRATIVE COMPENSATION    shall mean the Order Pursuant to Sections 105(a)
ORDER"                          and 331 of the Bankruptcy Code Establishing
                                Procedures For Interim Compensation and
                                Reimbursement of Expenses for Professionals
                                entered on January 15, 2003, which appears at
                                Docket No. 33 in these Chapter 11 Cases.

"ALLOWED CLAIM OR ALLOWED       shall mean, with reference to any Claim against
INTEREST"                       or Equity Interest in the Debtors, (a) any Claim
                                against or Equity Interest in the Debtors which
                                has been listed by the Debtors in their
                                Schedules, as such Schedules may be amended by
                                the Debtors from time to time in accordance with
                                Bankruptcy Rule 1009, as liquidated in amount
                                and not disputed or contingent and for which no
                                contrary proof of claim or interest to claim has
                                been filed, (b) any Claim or Equity Interest
                                allowed hereunder, (c) any Claim or Equity
                                Interest which is not Disputed, (d) any Claim or
                                Equity Interest that is compromised, settled or
                                otherwise resolved pursuant to a Final Order of
                                the Court or under the Plan, or (e) any Claim or
                                Equity Interest which, if Disputed, has been
                                Allowed by Final Order; PROVIDED, HOWEVER, that
                                Claims and Equity Interests allowed solely for
                                the purpose of voting to accept or reject the
                                Plan pursuant to an order of the Court shall not
                                be considered "Allowed Claims" or "Allowed
                                Equity Interests" hereunder. Unless otherwise
                                specified herein or by order of the Court,
                                "Allowed Administrative Expense Claim" or
                                "Allowed Claim" shall not, for any purpose under
                                the Plan, include interest on such
                                Administrative Expense Claim or Claim, as the
                                case may be, from and after the Petition Date.

"ALLOWED UNSECURED CLAIMS"      shall mean the aggregate of all Allowed Class 3
                                General Unsecured Claims.

"BALLOT"                        shall mean the form or forms that will be
                                distributed along with the Disclosure Statement
                                to holders of Allowed


                                        3
<PAGE>

                                Claims and Equity Interests in classes that are
                                Impaired under the Plan and entitled to vote,
                                which the holders of Impaired Claims may use to
                                vote to accept or reject the Plan.

"BANKRUPTCY CODE"               shall mean the Bankruptcy Reform Act of 1978, 11
                                U.S.C.ss.ss. 101 ET seq., as now in effect or
                                hereafter amended.

"BANKRUPTCY RULES"              shall mean the Federal Rules of Bankruptcy
                                Procedure effective August 1, 1996 in accordance
                                with the provisions of 28 U.S.C.ss. 2075, and
                                the local rules of the United States District
                                Court for the Southern District of New York and
                                the United States Bankruptcy Court for the
                                Southern District of New York, as now in effect
                                or hereafter amended.

"BAR DATE"                      shall mean September 8, 2003.

"BUSINESS DAY"                  shall mean any day other than a Saturday, Sunday
                                or legal holiday as such term is defined in
                                Bankruptcy Rule 9006.

"CASH"                          shall mean cash and cash equivalents, including,
                                but not limited to, wire transfers, checks and
                                other readily marketable direct obligations of
                                the United States of America and certificates of
                                deposit issued by banks.

"CAUSES OF ACTION"              shall mean all Claims, causes of action,
                                liabilities, obligations, suits, debt, sums of
                                money, damages, demands, judgments, whether
                                known or unknown, now owned or hereafter
                                acquired by the Debtors, including claims
                                arising under the Bankruptcy Code, including,
                                without limitation, sections 510, 544, 545, 547,
                                548, 549, 550, 551 and 553.

"CAUSES OF ACTION RECOVERIES"   shall mean the recoveries from the litigation or
                                settlement of Causes of Action.

"CERTIFICATION OF OWNERSHIP"    shall mean the certification executed by each
                                holder of an Allowed Class 6 Interest, in the
                                form attached hereto as Exhibit A.

"CHAPTER 11 CASES"              shall mean the above-captioned chapter 11 cases
                                pending for the Debtors.

"CLAIM"                         shall mean a claim against any Debtor, whether
                                or not asserted, as defined in section 101(5) of
                                the Bankruptcy Code, or any portion thereof.


                                        4
<PAGE>

"CLASS"                         shall mean a category of holders of Claims or
                                Equity Interests, which are substantially
                                similar in nature to each other, as classified
                                pursuant to Article IV. of the Plan.

"CLASS ACTION CLAIMS"           means any Claim against any of the Debtors,
                                whether or not the subject of an existing
                                lawsuit, arising from rescission of a purchase,
                                sale or ownership of shares or notes, or any
                                other securities of any of the Debtors or an
                                affiliate of any of the Debtors, for damages
                                arising from or related to the purchase or sale
                                of any such security, or for reimbursement or
                                contribution allowed under section 502 of the
                                Bankruptcy Code on account of any such Claim.

"CLASSES 5 AND 6 DISTRIBUTION   shall mean the distribution amount as described
AMOUNT"                         in section 8.6 of the Plan.

"CLASSES 5 AND 6 PRO RATA       shall mean, as of the distribution date, with
SHARE"                          respect to any Allowed Claim or Interest in
                                Class 5 and Class 6, the proportion that such
                                Allowed Claim or Interest bears to the aggregate
                                amount of all Claims and Interests, including
                                Disputed Claims and Disputed Interests, in
                                Classes 5 and 6.

"CONFIRMATION"                  shall mean the entry of the Confirmation Order
                                on the docket of the Court.

"CONFIRMATION DATE"             shall mean the date of entry of an order of the
                                Court confirming the Plan in accordance with the
                                provisions of the Bankruptcy Code.

"CONFIRMATION HEARING"          shall mean the hearing to confirm the Plan.

"CONFIRMATION ORDER"            shall mean the order of the Court confirming the
                                Plan pursuant to section 1129 of the Bankruptcy
                                Code.

"COURT"                         shall mean the United States Bankruptcy Court
                                for the Southern District of New York or such
                                other court as may hereafter be granted
                                jurisdiction over the Chapter 11 Cases.

"CREDITOR"                      shall mean any person or entity having a Claim
                                against the Debtors, including without
                                limitation a Claim that arose on or before the
                                Petition Date or a Claim against the Debtors'
                                estates of any kind specified in sections
                                502(g), 502(h) or 502(i) of the Bankruptcy Code.

"DEBTOR" OR "DEBTORS"           shall mean, individually or collectively (as
                                applicable), Actrade Capital and Actrade
                                Financial.


                                        5
<PAGE>

"DEBTORS-IN-POSSESSION"         shall mean the Debtors in the capacity, and with
                                the status and rights, conferred by sections
                                1107 and 1108 of the Bankruptcy Code.

"DISCLOSURE STATEMENT"          shall mean the disclosure statement respecting
                                the Plan, as approved by the Bankruptcy Court as
                                containing adequate information in accordance
                                with section 1125 of the Bankruptcy Code, all
                                exhibits and annexes thereto and any amendments
                                or modifications thereof.

"DISPUTED"                      shall mean, with reference to any Claim against
                                or Interest in the Debtors, a Claim or Interest,
                                or any portion thereof, that is not an Allowed
                                Claim or an Allowed Interest, including, but not
                                limited to, Claims or Interests (I) (a) that
                                have not been scheduled by the Debtors, or have
                                been scheduled by the Debtors at zero or as
                                contingent, unliquidated or disputed, (b) that
                                are the subject of a proof of claim or interest
                                that differs in nature, amount or priority from
                                the Debtors' schedules, or (c) as to which an
                                objection has been interposed as of the deadline
                                fixed by the Plan, as may be extended in
                                accordance with the Plan, and (II) the allowance
                                or disallowance of which is not yet the subject
                                of a Final Order.

"EFFECTIVE DATE"                shall mean the date on which each of the
                                conditions set forth in section 10.1 of the Plan
                                have been satisfied or waived (if waivable).

"ENTITY"                        shall have the meaning set forth in section 101
                                of the Bankruptcy Code.

"EQUITY COMMITTEE"              shall mean the Official Committee of Equity
                                Security Holders appointed by the United States
                                Trustee on May 13, 2003 as reconstituted from
                                time to time and existing as of the Confirmation
                                Date.

"EQUITY INTEREST OR INTERESTS"  shall mean any share of common stock or other
                                instrument evidencing ownership interest in the
                                Debtors, whether or not transferable, and any
                                option, warrant, or right, contractual or
                                otherwise, to acquire, sell or subscribe for any
                                such interest other than Subordinated Interests.


                                        6
<PAGE>

"FEE CLAIM"                     shall mean a claim under sections 328, 330(a),
                                503 and/or 1103 of the Bankruptcy Code for the
                                compensation of a Professional for services
                                rendered or expenses incurred in the Chapter 11
                                Cases on or prior to the Effective Date
                                (including expenses of the members of the Equity
                                Committee).

"FEE CLAIM BAR DATE"            shall have the meaning set forth in section 3.5
                                of the Plan.

"FILE," "FILED," OR "FILING"    shall mean file, filed or filing with the United
                                States Bankruptcy Court for the Southern
                                District of New York.

"FINAL ORDER"                   shall mean an order entered by the Court or any
                                other court exercising jurisdiction over the
                                subject matter and the parties, as to which (i)
                                no appeal, certiorari proceeding or other review
                                or rehearing has been requested or is still
                                pending, and (ii) the time for filing a notice
                                of appeal or petition for certiorari or further
                                review or rehearing has expired.

"GENERAL UNSECURED CLAIM"       shall mean any Claim against the Debtors, other
                                than an Administrative Claim, Priority Tax
                                Claim, Other Priority Claim, Secured Claim or
                                Class Action Claim.

"IMPAIRED"                      shall have the meaning set forth in section 1124
                                of the Bankruptcy Code.

"INITIAL CLASSES 5 AND 6        shall have the meaning set forth in section 8.6
DISTRIBUTION"                   of the Plan.

"INTERCOMPANY CLAIMS"           shall mean any and all pre- and post-petition
                                Claims of a Debtor against another Debtor.

"LIENS"                         shall mean valid and enforceable liens,
                                mortgages, security interests, pledges, charges,
                                encumbrances, or other legally cognizable
                                security devices of any kind.

"LIQUIDATION TRUSTEE            shall mean the employment agreement between the
EMPLOYMENT AGREEMENT"           Liquidation Trust and the Liquidation Trustee,
                                which will be filed with the Court no later than
                                ten (10) days before the Confirmation Hearing
                                and to be in form and substance acceptable to
                                the Equity Committee.

"LIQUIDATION TRUST"             shall mean the trust created under the
                                Liquidation Trust Agreement and pursuant to the
                                Plan.

"LIQUIDATION TRUST AGREEMENT"   shall mean the trust agreement, which will be
                                filed with the Court no later than ten (10) days
                                before the Confirmation


                                        7
<PAGE>

                                Hearing and entered into pursuant to Article
                                VII. of the Plan to be in form and substance
                                acceptable to the Equity Committee.

"LIQUIDATION TRUST COMMITTEE"   shall mean the committee established pursuant to
                                Article VII. of the Plan.

"LIQUIDATION TRUST EXPENSE      shall have the meaning ascribed to that term in
RESERVE"                        section 8.14 of the Plan.

"LIQUIDATION TRUST TERMINATION  shall mean the date on which the Liquidation
DATE"                           Trust terminates pursuant to the terms of the
                                Liquidation Trust Agreement.

"LIQUIDATION TRUSTEE"           shall mean the person designated by the Equity
                                Committee and employed pursuant to the
                                Liquidation Trustee Agreement and Liquidation
                                Trust Employment Agreement, and all successors
                                to such person. The Liquidation Trustee shall
                                serve as the representative of the Debtors'
                                estates for purposes of administering the Plan
                                and oversee the winding up of the Debtors'
                                affairs and the administration of the
                                Post-Confirmation Debtors following the
                                Effective Date.

"NET CAUSES OF ACTION           shall mean the net recoveries from the
RECOVERIES"                     litigation or settlement of Causes of Action,
                                after payment of all costs and expenses incurred
                                in litigating and settling such Causes of
                                Action, including, but not limited to,
                                attorneys' fees, accounting fees, expert witness
                                fees, and all costs relating to obtaining and
                                distributing such recoveries.

"NET PROCEEDS"                  shall mean the cash received from the sale,
                                transfer, or collection of Property or the
                                conversion of such Property to cash in some
                                other manner as contemplated in this Plan, less
                                the reasonable, necessary and customary expenses
                                attributable to such sale, transfer, collection
                                or conversion, property taxes, brokerage fees
                                and commissions, collection costs and attorneys'
                                fees and expenses. In determining Net Proceeds,
                                only costs or expenses related to the Property
                                in question shall be charged against the
                                Proceeds of such Property.

"OTHER PRIORITY CLAIM"          shall mean any Claim against the Debtors
                                entitled to priority in payment under section
                                507(a) of the Bankruptcy Code other than an
                                Administrative Claim or Priority Tax Claim.

"PERSON"                        shall mean a natural person, or any legal entity
                                or organization including, without limitation,
                                any corporation,


                                        8
<PAGE>

                                partnership (general or limited), limited
                                liability company, business trust,
                                unincorporated organization or association,
                                joint stock company, trust, association,
                                governmental body (or any agency,
                                instrumentality or political subdivision
                                thereof), or any other form of legal entity.

"PETITION DATE"                 shall mean December 12, 2002, the date upon
                                which the Debtors filed their petitions under
                                Chapter 11 of the Bankruptcy Code.

"PLAN"                          shall mean this Debtors' Plan of Liquidation,
                                all exhibits hereto and any amendments or
                                modifications hereof.

"PLAN EXPENSES"                 shall mean all actual and necessary costs and
                                expenses incurred after the Effective Date in
                                connection with the administration of the Plan,
                                including, but not limited to, the Liquidation
                                Trustee's costs, expenses and legal fees
                                incurred related to filing and prosecuting
                                objections to Administrative, Priority, and
                                Secured Claims and the wind up of the Debtors
                                and Post-Confirmation Debtors at the direction
                                of the Liquidation Trustee and all fees payable
                                pursuant to section 1930 of Title 28 of the
                                United States Code, but excluding the fees,
                                costs and expenses of the Liquidation Trustee
                                and any professionals retained by the
                                Liquidation Trustee.

"POST-CONFIRMATION DEBTORS"     shall mean the Debtors in their
                                post-Confirmation Order status.

"PRIORITY TAX CLAIM"            shall mean any Claim for taxes against the
                                Debtors, including without limitation any
                                interest and penalties due thereon, entitled to
                                priority in payment pursuant to section
                                507(a)(8) of the Bankruptcy Code.

"PROCEDURES ORDER"              shall mean the Order of the Court approving,
                                among other things, voting and solicitation
                                procedures, the form of voting ballots, the
                                solicitation period and the voting tabulation
                                procedures regarding the Plan.

"PROCEEDS"                      shall mean the cash received from the sale,
                                transfer, or collection of Property or the
                                conversion of such Property to cash in some
                                other manner as contemplated in this Plan,
                                whether received before or after the Effective
                                Date.

"PROFESSIONALS"                 shall mean those Persons (i) employed pursuant
                                to an order of the 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


                                        9
<PAGE>

                                327, 328, 329, 330 and 331 of the Bankruptcy
                                Code, or (ii) for which compensation and
                                reimbursement has been allowed by the Court
                                pursuant to section 503(b)(4) of the Bankruptcy
                                Code.

"PROPERTY"                      shall mean all property of the Debtors' estates
                                of any nature whatsoever, real or personal,
                                tangible or intangible, previously or now owned
                                by the Debtors, or acquired by the Debtors'
                                estates, as defined in section 541 of the
                                Bankruptcy Code.

"PRO RATA"                      shall mean, as of any distribution date, with
                                respect to any Allowed Claim in any Class, the
                                proportion that such Allowed Claim bears to the
                                aggregate amount of all Claims, including
                                Disputed Claims, in such Class.

"REMAINING ASSETS"              shall mean all assets of the Debtors of any
                                nature whatsoever, including, without
                                limitation, property of the estate pursuant to
                                section 541 of the Bankruptcy Code, Cash on hand
                                on the Effective Date, claims of right,
                                interests and property, real and personal,
                                tangible, and intangible, including but not
                                limited to accounts receivable or other rights
                                to receive Proceeds, BUT EXCLUDING the Causes of
                                Action, and Claims released pursuant to this
                                Plan and/or the Confirmation Order.

"SCHEDULES"                     shall mean the Debtors' Schedules of Assets and
                                Liabilities Filed pursuant to Bankruptcy Rule
                                1007 as they may be amended from time to time.

"SECURED CLAIM"                 shall mean all or a portion of a debt existing
                                on the Petition Date, as finally allowed and
                                approved by the Court, to the extent that such
                                debt is not greater than the value of the assets
                                of the Debtors securing such debt.

"SEC CLAIMS"                    shall mean any Claim against the Debtors filed
                                by the Securities and Exchange Commission (the
                                "SEC").

"SUBORDINATED INTEREST"         shall mean any Equity Interest that is
                                subordinated by court order or otherwise to all
                                other Equity Interests, in respect of which a
                                request or motion to subordinate may be filed
                                for up to ninety (90) days after the Effective
                                Date, unless extended by the Court.

"UNIMPAIRED"                    shall mean any Claim that is not Impaired within
                                the meaning of section 1124 of the Bankruptcy
                                Code.


                                       10
<PAGE>

"VOTING DEADLINE"               shall mean the deadline established by Order of
                                the Court for receipt of Ballots voting to
                                accept or reject the Plan.

"VOTING RECORD DATE"            shall mean ___________________________________
                                ___________________________________________.

         B.       INTERPRETATION, APPLICATION OF DEFINITIONS AND RULES OF
CONSTRUCTION. All terms not expressly defined herein shall have the respective
meanings given to such terms in section 101 of the Bankruptcy Code or as
otherwise defined in applicable provisions of the Bankruptcy Code. Unless
otherwise specified herein, any reference to an Entity as a holder of a Claim or
Interest includes that Entity's successors, assigns and affiliates. The rules of
construction set forth in section 102 of the Bankruptcy Code shall apply. In
computing any period of time prescribed or allowed by the Plan, the provisions
of Bankruptcy Rule 9006(a) shall apply.

                                   ARTICLE II.

                            SUBSTANTIVE CONSOLIDATION

         The Plan is predicated upon, and it is a condition precedent to
confirmation of the Plan, that the Court provides in the Confirmation Order for,
substantive consolidation of the Chapter 11 Cases of the Debtors into a single
Chapter 11 Case for purposes of this Plan and the distributions hereunder.
Pursuant to such Final Order, (i) all assets and liabilities of the Debtors will
be merged, (ii) any obligations of any Debtor will be deemed to be one
obligation of the Debtors, (iii) any claims filed or to be filed in connection
with any such obligations will be deemed one claim against the Debtors, (iv)
each Claim filed in the Chapter 11 Case of any Debtor will be deemed filed
against the Debtors in the consolidated Chapter 11 Case, in accordance with the
substantive consolidation of the assets and liabilities of the Debtors, (v) all
transfers, disbursements and distributions made by any Debtor will be deemed to
be made by all of the Debtors and (vi) no amount will be paid on account of
Intercompany Claims. Holders of Allowed Claims in each Class shall be entitled
to their Pro Rata share of assets available for distribution to such Class
without regard to which Debtor was originally liable for such Claim.

                                  ARTICLE III.

               TREATMENT OF ADMINISTRATIVE AND PRIORITY TAX CLAIMS

         3.1      CLASSIFICATION OF ADMINISTRATIVE AND PRIORITY TAX CLAIMS.
Administrative Claims and Priority Tax Claims are not classified in this Plan.
The treatment of and consideration to be received by holders of Allowed
Administrative Claims, including, but not limited to, any and all Claims arising
from Allowed Priority Tax Claims pursuant to this Article III. of the Plan,
shall be in full and complete satisfaction, settlement, release and discharge of
such Claims. The Debtors' obligations in respect of such Allowed Administrative
and Priority Tax Claims shall be satisfied in accordance with the terms of this
Plan.

         3.2      TREATMENT OF ADMINISTRATIVE CLAIMS. Except to the extent the
holder of an Allowed Administrative Claim agrees otherwise, each holder of an
Allowed Administrative


                                       11
<PAGE>

Claim shall be paid in respect of such Allowed Claim (a) the full amount thereof
in Cash, as soon as practicable after the later of (i) the Effective Date and
(ii) the date on which such Claim becomes an Allowed Claim, or upon other agreed
terms, or (b) such lesser amount as the holder of an Allowed Administrative
Claim and the Debtors or the Post-Confirmation Debtors might otherwise agree.

         3.3      TREATMENT OF PRIORITY TAX CLAIMS. Each holder of an Allowed
Priority Tax Claim shall be paid in respect of such Allowed Claim either (a) the
full amount thereof, without post-petition interest or penalty, in Cash, as soon
as practicable after the later of (i) the Effective Date and (ii) the date on
which such Claim becomes an Allowed Claim or upon other agreed terms, or (b)
such lesser amount as the holder of an Allowed Priority Tax Claim and the
Debtors or the Post-Confirmation Debtors might otherwise agree.

         3.4      BAR DATE FOR ADMINISTRATIVE CLAIMS. Unless otherwise ordered
by the Court, requests for payment of Administrative Claims (except for Fee
Claims), must be filed and served on the Debtors, their counsel, the Liquidation
Trustee and its counsel and the other notice parties set forth in the
Administrative Compensation Order, no later than thirty (30) days after the
Confirmation Order (the "Administrative Claim Bar Date"). Any Person that is
required to file and serve a request for payment of an Administrative Claim and
fails to timely file and serve such request, shall be forever barred, estopped
and enjoined from asserting such Claim or participating in distributions under
the Plan on account thereof. Objections to requests for payment of
Administrative Claims (except for Fee Claims) must be filed and served on the
Debtors, their counsel and the requesting party within thirty (30) days after
the filing of such requests for payment.

         3.5      BAR DATE FOR FEE CLAIMS. Unless otherwise ordered by the
Court, requests for payment of Fee Claims incurred through the Effective Date,
must be filed and served on the Liquidation Trustee, its counsel and counsel to
the Equity Committee no later than forty-five (45) days after the Effective Date
(the "Fee Claim Bar Date"). Any Person that is required to file and serve a
request for payment of a Fee Claim and fails to timely file and serve such
request, shall be forever barred, estopped and enjoined from asserting such Fee
Claim or participating in distributions under the Plan on account thereof.
Objections to Fee Claims must be filed and served on the Debtors, their counsel,
the Liquidation Trustee, and counsel to the Equity Committee, and the requesting
party by the earlier of (i) 75 days after the Effective Date or (ii) 30 days
after the filing of the applicable request for payment of the Fee Claim.

                                   ARTICLE IV.

                     CLASSIFICATION OF CLAIMS AND INTERESTS

         4.1      Administrative Claims and Priority Tax Claims are
unclassified. For purposes of this Plan, all other Claims and Interests are
classified as follows:

         4.2      Class 1 Claims shall consist of all Other Priority Claims.

         4.3      Class 2 Claims shall consist of all Secured Claims.

         4.4      Class 3 Claims shall consist of all General Unsecured Claims.


                                       12
<PAGE>

         4.5      Class 4 Claims shall consist of the SEC Claims.

         4.6      Class 5 Claims shall consist of the Class Action Claims.

         4.7      Class 6 Interests shall consist of all Interests in the
Debtors, other than the Subordinated Interests.

         4.8      Class 7 Interests shall consist of all Subordinated Interests.

                                   ARTICLE V.

                        TREATMENT OF CLAIMS AND INTERESTS

         5.1      DISCHARGE OF CLAIMS AND INTERESTS. The treatment of and
consideration to be received by holders of Allowed Claims and Interests pursuant
to this Article V. of the Plan shall be in full and complete satisfaction,
settlement, release, discharge of and in exchange for such Claims and Interests.
The Debtors' obligations in respect of such Claims and Interests shall be
satisfied in accordance with the terms of this Plan.

         5.2      TREATMENT OF CLASS 1 CLAIMS - OTHER PRIORITY CLAIMS. Class 1
Claims are Unimpaired. The legal, contractual and equitable rights of each
Allowed Class 1 Claim shall be left unaltered. Payment in full in Cash shall be
made to the holders of Allowed Class 1 Claims as soon as practicable after the
later of (i) the Effective Date and (ii) the date on which such Claim becomes an
Allowed Claim, or paid upon other agreed terms. The holders of Claims in this
Class are not entitled to vote.

         5.3      TREATMENT OF CLASS 2 CLAIMS - SECURED CLAIMS. Class 2 Secured
Claims are Unimpaired. To the extent there are any Claims in this Class, each
such Claim shall be deemed to be a separate subclass. The Claims of each holder
of an Allowed Secured Claim shall, at the option of the Liquidation Trust, (i)
receive the collateral securing such Secured Claim, (ii) be paid Cash in an
amount equal to such Allowed Secured Claim, including any interest on such
Allowed Secured Claim required to be paid pursuant to section 506(b) of the
Bankruptcy Code, or (iii) receive such other treatment as shall be agreed to
between the holder of an Allowed Secured Claim and the Liquidation Trust. The
holders of Claims in this Class, if any, are not entitled to vote.

         5.4      TREATMENT OF CLASS 3 GENERAL UNSECURED CLAIMS. Class 3 Claims
are Impaired. Each holder of an Allowed Class 3 General Unsecured Claim shall
receive, in full satisfaction of such Claim, Cash in amount equal to 100% of
such holders' Allowed Class 3 General Unsecured Claim. The holders of Claims in
this Class are entitled to vote.

         5.5      TREATMENT OF CLASS 4 SEC CLAIMS. Class 4 SEC Claims are
Impaired. The holders of Class 4 SEC Claims shall receive no distribution on
account of such Class 4 SEC Claims. Accordingly, the SEC will not be voting on
the Plan. As the holders of Class 4 SEC Claims are receiving no distributions,
they are conclusively presumed to have rejected the Plan and are not entitled to
vote to accept or reject the Plan.


                                       13
<PAGE>

         5.6      TREATMENT OF CLASS 5 CLASS ACTION CLAIMS. Class 5 Class Action
Claims are Impaired. Pursuant to section 510(b) of the Bankruptcy Code, each
holder of an Allowed Class 5 Class Action Claim shall receive Cash in an amount
equal to such holder's Classes 5 and 6 Pro Rata Share of the Classes 5 and 6
Distribution Amount. The holders of Claims in this Class are entitled to vote.

         5.7      TREATMENT OF CLASS 6 INTERESTS. Class 6 Interests are
Impaired. Each holder of an Allowed Class 6 Interest shall receive Cash in an
amount equal to such holder's Classes 5 and 6 Pro Rata Share of the Classes 5
and 6 Distribution Amount. On the Effective Date, all Class 6 Interests shall be
deemed cancelled, null and void and of no force and effect. The holders of Class
6 Interests are entitled to vote.

         5.8      TREATMENT OF CLASS 7 SUBORDINATED INTERESTS. Class 7 Interests
are Impaired. The holders of Class 7 Interests shall receive no distributions
whatsoever on account of such Class 7 Interests. All Class 7 Interests shall be
cancelled on the Effective Date. As the holders of Class 7 Interests are
receiving no distributions, they are conclusively presumed to have rejected the
Plan and are not entitled to vote to accept or reject the Plan.

                                   ARTICLE VI.

                      MEANS FOR IMPLEMENTATION OF THE PLAN

         6.1      CORPORATE ACTION. On the Effective Date and automatically and
without further action, (i) each existing member of the Board of Directors of
the Debtors will resign or be terminated by the Liquidation Trustee and (ii) the
Liquidation Trust shall be deemed the sole shareholder, officer and director of
the Post-Confirmation Debtors. The Liquidation Trust will administer the Plan.
All actions taken under the Plan in the name of the Post-Confirmation Debtors
shall be taken through the Liquidation Trust.

         6.2      LIQUIDATION TRUSTEE. On the Effective Date, the Liquidation
Trust shall begin acting for the Post-Confirmation Debtors in the same fiduciary
capacity as applicable to a board of directors, subject to the provisions
hereof. The Liquidation Trustee shall not be liable for any action he takes or
omits to take that he believes in good faith to be authorized or within his
rights or powers unless it is ultimately and finally determined by the Court
that such action or inaction was the result of gross negligence or willful
misconduct. All distributions to be made to holders of Allowed Claims and
Allowed Interests under the Plan shall be made by the Liquidation Trust, who
shall deposit and hold all Cash and other Property in trust for the benefit of
holders of such Allowed Claims (including Professionals). Subject to the
foregoing, the duties and powers of the Liquidation Trust shall include the
following:

                  (a)      To exercise all power and authority that may be
exercised, commence all proceedings that may be commenced and take all actions
that may be taken by any officer, director or shareholder of the
Post-Confirmation Debtors with like effect as if authorized, exercised and taken
by unanimous action of such officers, directors and shareholders, including
consummating the Plan and all transfers thereunder on behalf of the
Post-Confirmation Debtors;


                                       14
<PAGE>

                  (b)      To maintain all accounts, invest cash of the
Post-Confirmation Debtors, make interim and final distributions and take other
actions consistent with the Plan, including the maintenance of appropriate
reserves, in the name of the Debtors or Post-Confirmation Debtors;

                  (c)      To take all steps necessary to wind up the affairs of
the Debtors and Post-Confirmation Debtors and to terminate the corporate
existence of each Debtor;

                  (d)      To prosecute, compromise or settle objections to
Claims and Interests, including Administrative Claims, Priority Tax Claims,
Other Priority Claims, Secured Claims, General Unsecured Claims, and Class
Action Claims (disputed or otherwise);

                  (e)      To make decisions regarding the retention or
engagement of Professionals or other Persons by the Post-Confirmation Debtors
and to pay, without court order, all reasonable fees and expenses incurred after
the Effective Date;

                  (f)      To sell or otherwise transfer for value the Remaining
Assets;

                  (g)      To file with the Court the reports and other
documents required by the Plan or otherwise required to close the Chapter 11
Cases;

                  (h)      To prepare and file tax and other informational
returns for the Debtors and Post-Confirmation Debtors;

                  (i)      To set off amounts owed to the Debtors or
Post-Confirmation Debtors against any and all amounts otherwise due to be
distributed to the holder of an Allowed Claim under the Plan;

                  (j)      To abandon any property constituting the Remaining
Assets of the Debtors or Post-Confirmation Debtors that cannot be sold or
otherwise disposed of for value and whose distribution to holders of Allowed
Class 5 Claims and Class 6 Interests would not be feasible or cost-effective in
the reasonable judgment of the Liquidation Trustee;

                  (k)      To provide for storage and destruction of records;
and

                  (l)      To take all other actions not inconsistent with the
provisions of the Plan which the Liquidation Trustee deems reasonably necessary
or desirable in connection with the administration of the Plan.

         6.3      INVESTMENTS. All Cash held by the Liquidation Trust in any
accounts or otherwise shall be invested in accordance with section 345 of the
Bankruptcy Code or as otherwise permitted by a Final Order of the Court.

         6.4      RESIGNATION, DEATH OR REMOVAL. Upon application and for good
cause shown and upon prior notice to the Liquidation Trust Committee, the Court
may remove the Liquidation Trustee from his role as Liquidation Trustee. In the
event of the resignation or removal, death or incapacity of the Liquidation
Trustee, the Liquidation Trust Committee shall designate another Person to
become Liquidation Trustee and thereupon the successor Liquidation


                                       15
<PAGE>

Trustee, without any further act, shall become fully vested with all of the
rights, powers, duties and obligations of his predecessor under terms to be
agreed by the Equity Committee. In the event of the resignation of the
Liquidation Trustee, the Liquidation Trustee shall remain as the Liquidation
Trustee until such time as the Court designates a successor.

         6.5      WINDING UP AFFAIRS. Following the Confirmation Date, the
Post-Confirmation Debtors shall not engage in any business activities or take
any actions, except those necessary to effectuate the Plan, including, but not
limited to, (i) selling, transferring, liquidating or abandoning the Remaining
Assets for the benefit of holders of Allowed Claims and Interests, and (ii)
winding up the affairs of the Debtors. On and after the Effective Date, the
Liquidation Trustee may, in the name of the Debtors or Post-Confirmation
Debtors, take such actions without supervision or approval by the Court and free
of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than
any restrictions expressly imposed by the Plan or the Confirmation Order.
Without limiting the foregoing, the Liquidation Trustee may, without application
to or approval of the Court, pay the charges that it incurs after the Effective
Date for Professional fees and expenses that, but for the occurrence of the
Effective Date, would constitute Administrative Claims.

         6.6      RELEASE OF LIENS. Except as otherwise provided in the Plan or
in any contract, instrument or other agreement or document created in connection
with the Plan, on the Effective Date, all mortgages, deeds of trust, liens or
other security interests against the property of the Debtors' estates shall be
released, and all the right, title and interest of any holder of such mortgages,
deeds of trust, liens or other security interests shall revert to the
Post-Confirmation Debtors and their successors and assigns.

         6.7      DISSOLUTION OF THE DEBTORS. After the Effective Date, pursuant
to applicable state law, the Debtors shall dissolve (at such time as deemed
appropriate), the separate corporate existence of the Debtors shall cease, and
the Debtors' Equity Interests shall be cancelled. On such date, all corporate
action required of the Debtors to implement such dissolution and cancellation
shall be deemed to have occurred and be effective and shall be authorized and
approved in all respects without any requirement of further action by
stockholders or directors of the Debtors or any other Person.

         6.8      ASSIGNMENT OF CAUSES OF ACTION. On the Effective Date and
without further order of the Court, the Causes of Action shall be transferred to
the Liquidation Trust for the purpose of settling, litigating and liquidating
the Causes of Action for the benefit of the holders of Allowed Claims and
Interests. The Liquidation Trustee may pursue, settle or release all retained
rights of action, as appropriate, in accordance with the best interest of and
for the benefit of the holders of Allowed Claims and Allowed Interests.

                                  ARTICLE VII.

                                LIQUIDATION TRUST

         7.1      TRANSFER BY DEBTORS TO LIQUIDATION TRUST. On the Effective
Date, the Debtors shall transfer to the Liquidation Trust (i) all rights, title
and interest in the Causes of Action free of all liens, claims and encumbrances
and (ii) the Remaining Assets.


                                       16
<PAGE>

         7.2      RATIFICATION. On the Effective Date, each holder of Claims or
Interests in Classes 1 through 7 will be deemed to have ratified and become
bound by the terms of the Liquidation Trust Agreement.

         7.3      LIQUIDATION OF LIQUIDATION TRUST ASSETS. The Liquidation Trust
shall pursue, litigate or settle the Causes of Action in accordance with the
Plan and the Liquidation Trust Agreement and pay all associated costs.

         7.4      FUNDING OF LIQUIDATION TRUST. On the Effective Date,
$_________ shall be transferred to the Liquidation Trust (the "Liquidation Trust
Expense Fund") to be used by the Liquidation Trust to fund all purposes of the
Liquidation Trust and make distributions in accordance with the Plan to holders
of Allowed Class 5 Claims and Class 6 Interests. No distributions will be made
until the Liquidation Trust establishes appropriate reserves, in his sole and
absolute authority.

         7.5      POWERS. By the vote of the majority of the Liquidation Trust
Committee, the rights, powers and duties of the Liquidation Trust are set forth
in the Liquidation Trust Agreement, which is incorporated herein by reference
and shall include, but not be limited to, (a) prosecution, collection,
compromise and settlement of the Causes of Action and (b) prosecution,
compromise and settlement of objections to any disputed Claims and Interests, on
behalf of the Liquidation Trust and/or the Post-Confirmation Debtors. Such
rights, powers and duties granted to the Liquidation Trustee as set forth in the
Liquidation Trust Agreement shall vest without the need to obtain further Court
approval. The Liquidation Trustee shall act and serve at the discretion, and
subject to the governance of, the Liquidation Trust Committee. The Liquidation
Trustee shall be authorized to take any action authorized and directed by the
Liquidation Trust committee in accordance with the Liquidation Trust Agreement.

         7.6      COMPENSATION. The Liquidation Trustee and his retained
professionals shall be compensated out of the Liquidation Trust's Liquidation
Trust Expense Fund pursuant to the Liquidation Trustee Employment Agreement to
be filed with the Court no later than ten (10) days prior to the Confirmation
Hearing.

         7.7      APPOINTMENT OF SUCCESSOR LIQUIDATION TRUSTEE. In the event of
the resignation or removal, death or incapacity of the Liquidation Trustee, the
Liquidation Trust Committee shall designate another Person to become Liquidation
Trustee. Any such successor to the Liquidation Trustee shall be bound by the
provisions of the Plan, the Liquidation Trust Agreement and the order appointing
the Liquidation Trustee.

         7.8      TERMINATION OF LIQUIDATION TRUSTEE. After the Effective Date,
and upon final resolution and collection of all Causes of Action, reconciliation
of all Claims, distribution of all Cash and proceeds of the foregoing, and any
other action necessary under this Plan to wind down or dissolve the Liquidation
Trust, the Liquidation Trustee and the Liquidation Trust Committee shall be
relieved of further responsibility. Prior to being relieved of its obligations,
the Liquidation Trustee shall distribute to holders of Allowed Class 5 Claims
and Class 6 Interests in accordance with the Plan the portion of Liquidation
Trust Expense Fund not used to fund the operations of the Liquidation Trust.


                                       17
<PAGE>

         7.9      CREATION OF LIQUIDATION TRUST COMMITTEE. The Liquidation Trust
Committee shall be formed and constituted on the Effective Date. The Liquidation
Trust Committee shall consist of the current members of the Equity Committee and
govern all aspects of the Liquidation Trust and all activities of the
Liquidation Trustee in all instances, in their sole and absolute discretion,
exercising their business judgment but subject to the provisions of the
Liquidation Trust Agreement.

         7.10     APPOINTMENT OF SUCCESSOR LIQUIDATION TRUST COMMITTEE MEMBER.
In the event that a Liquidation Trust Committee member sells, transfers or
assigns any right to or interest in its Class 6 Interest, no longer holds an
Allowed Interest in Class 6, dies, resigns, becomes incapacitated or otherwise
fails or refuses to serve, said member shall be immediately removed from the
Liquidation Trust Committee. The remaining Liquidation Trust Committee members
may elect a replacement member from among the remaining holders of Allowed
Interests.

         7.11     RESPONSIBILITIES OF LIQUIDATION TRUST COMMITTEE. The
Liquidation Trust Committee shall have such other powers and responsibilities as
set forth in this Plan and the Liquidation Trust Agreement, which is
incorporated herein by reference.

         7.12     CONFLICT OF INTEREST OF MEMBER OF LIQUIDATION TRUST COMMITTEE.
A Liquidation Trust Committee member shall recuse itself from participation in
decision making by the Liquidation Trust Committee on matters in which such
member has a conflict of interest.

         7.13     DURATION OF LIQUIDATION TRUST COMMITTEE. The Liquidation Trust
Committee shall remain in existence until such time as the final distributions
to holders of Allowed Claims and Allowed Interests in Classes 5 through 6 under
the Liquidation Trust Agreement have been made by the Liquidation Trustee, and
until all other activities under the Liquidation Trust Agreement and this Plan
have been discharged.

         7.14     COMPENSATION AND EXPENSES. The members of the Liquidation
Trust Committee shall serve without compensation for their performance of
services as members of the Liquidation Trust Committee, except that they shall
be entitled to reimbursement of reasonable expenses by the Liquidation Trust.

         7.15     LIABILITY, INDEMNIFICATION. Neither the Liquidation Trust
Committee, nor any of its members, designees, attorneys, accountants and other
professionals, nor any duly designated agent or representative of the
Liquidation Trust Committee, or their respective employees, shall be liable for
the act or omission of any other member, designee, agent, or representative of
the Liquidation Trust Committee, nor shall any member be liable for any act or
omission taken or omitted to be taken in its capacity as a member of the
Liquidation Trust Committee, other than acts or omissions resulting from such
member's willful misconduct or gross negligence. The Liquidation Trust Committee
may, in connection with the performance of its functions, and in its sole and
absolute discretion, consult with counsel, accountants and its agents, and shall
not be liable for any act taken, omitted to be taken, or suffered to be done in
accordance with advice or opinions rendered by such professionals, other than
acts or omissions resulting from such member's willful misconduct or gross
negligence. Notwithstanding such authority, the Liquidation Trust Committee
shall be under no obligation to consult with counsel,


                                       18
<PAGE>

accountants or its agents, and its determination to not do so shall not result
in the imposition of liability on the Liquidation Trust Committee, or its
members and/or designees, unless such determination is based on willful
misconduct or gross negligence. The Liquidation Trust shall indemnify and hold
harmless the Liquidation Trust Committee and its members, designees, and
professionals, and any duly designated agent or representative thereof (in their
capacity as such), from and against and in response to any and all liabilities,
losses, damages, claims, costs and expenses, including, but not limited to
attorneys' fees arising out of or due to their actions or omissions, or
consequences of such actions or omissions, other than as a result of their
willful misconduct or gross negligence, with respect to the implementation or
administration of the Plan.

                                  ARTICLE VIII.

          PROVISIONS REGARDING VOTING AND DISTRIBUTIONS UNDER THE PLAN

         8.1      VOTING OF CLAIMS AND INTERESTS. Each holder of record as of
the Voting Record Date of an Allowed Claim or Interest in an Impaired Class of
Claims or Interests set forth in Article V. hereof shall be entitled to vote
separately to accept or reject the Plan with regard to each Impaired Class of
Claims or Interests as provided in the Procedures Order. If the Debtor objects
to a Claim, the Claim becomes a Disputed Claim. The holder of a Disputed Claim
or Interest is not entitled to vote on the Plan unless the Debtor or such holder
of the Disputed Claim or Interest obtains an order of the Court estimating the
amount of the Disputed Claim or Interest for voting purposes. If the Debtor does
not object to a Claim or Interest prior to the date on which the Disclosure
Statement and the Ballot are transmitted to Creditors and Interest holders for
voting, then the holder of such Claim will be permitted to vote on the Plan in
the full amount of the Claim or Interest as filed.

         8.2      ELIMINATION OF VACANT CLASSES. Any Class of Claims that is not
occupied as of the commencement of the Confirmation Hearing by an Allowed Claim
or Interest or a Claim temporarily allowed under Bankruptcy Rule 3018 or as to
which no vote is cast shall be deemed eliminated from the Plan for purposes of
voting to accept or reject the Plan and for purposes of determining acceptance
or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the
Bankruptcy Code.

         8.3      NONCONSENSUAL CONFIRMATION. If any Impaired Class of Claims or
Interests entitled to vote shall not accept the Plan by the requisite statutory
majorities provided in section 1126(c) of the Bankruptcy Code, then the Debtors
reserve the right to amend the Plan in accordance with sections 12.1, 12.2 and
12.3 hereof or to undertake to have the Bankruptcy Court confirm the Plan under
section 1129(b) of the Bankruptcy Code, or both.

         8.4      CONDITION TO DISTRIBUTIONS TO CLASS 6 INTEREST HOLDERS. A
holder or an Allowed Class 6 Interest shall not be entitled to receive any
distribution under the Plan in respect of its Interest unless such holder
executes and delivers to the Ballot Agent by the Voting Deadline a Certification
of Ownership.

         8.5      DISTRIBUTION TO CLASS 3 CLAIMS. On the Effective Date or as
soon thereafter as is practicable, the Liquidation Trustee shall make a Cash
distribution to holders of Allowed Class 3 Claims.


                                       19
<PAGE>

         8.6      DISTRIBUTION TO CLASS 5 CLAIMS AND CLASS 6 INTEREST. On the
Effective Date, or as soon thereafter as is practicable, the Liquidation Trustee
shall make a Cash distribution to holders of Allowed Claims and Interests in
Classes 5 and 6. The initial distribution to Classes 5 and 6 (the "Initial
Classes 5 and 6 Distribution") shall equal the difference between Cash on hand
on the Effective Date and the sum of (i) the reserves set forth below for
Disputed Administrative Claims, Disputed Priority Tax Claims and Disputed Other
Priority Claims described in section 8.11 below, (ii) the amounts to be paid on
the Effective Date or as soon thereafter as practicable to holders of Allowed
Administration Claims, Allowed Priority Tax Claims, Allowed Other Priority
Claims and Allowed Class 3 Claims, (iii) the Liquidation Trust Expense Fund
described in section 7.4 above, (iv) the Reserve for Administrative Claims
described in section 8.7 below, (v) the Reserve for Disputed Class 3 General
Unsecured Claims and Certain Costs described in section 8.13 below and (vi) the
reserve for Fee Claims described in 8.12 below. At various intervals thereafter,
the Net Proceeds of the Remaining Assets shall be distributed to the holders of
Allowed Claims and Allowed Interests in Classes 5 and 6.

         8.7      RESERVE FOR ADMINISTRATIVE CLAIMS. On or as soon as
practicable after the Effective Date, the Liquidation Trustee shall establish
and maintain a reserve (the "Administrative Claims Reserve") from the Cash on
hand on the Effective Date for Administrative Claims that may be asserted prior
to or on the Administrative Claims Bar Date. As soon as practicable after the
Administrative Claims Bar Date, the Liquidation Trustee shall release and
distribute to holders of Allowed Claims and Allowed Interest in Classes 5 and 6
in accordance with the Plan the portion of the Administrative Claims Reserve not
required to either (i) pay such Allowed Administrative Claims or (ii) be set
aside as part of the Reserve for Disputed Administrative Claims under section
8.11 of the Plan.

         8.8      OBJECTIONS TO CLAIMS. Objections to Claims shall be Filed and
served upon each affected Creditor no later than ninety (90) days after the
Effective Date, provided, however, that this deadline may be extended by the
Court upon motion of the Liquidation Trustee, with notice to the United States
Trustee and with or without notice to Creditors. Notwithstanding the foregoing,
unless an order of the Court specifically provides for a later date (including,
but not limited to, under sections 3.4, 3.5 and 9.2 of the Plan), any proof of
claim filed after the Confirmation Date shall be automatically disallowed as a
late filed claim, without any action by the Liquidation Trustee, unless and
until the party filing such Claim obtains the written consent of the Liquidation
Trustee to file such Claim late or obtains an order of the Court upon notice to
the Liquidation Trustee that permits the late filing of the Claim. In the event
any proof of claim is permitted to be filed after the Confirmation Date, the
Liquidation Trustee shall have 60 days from the date of such written consent or
order to object to such Claim, which deadline may be extended by the Court upon
motion of the Liquidation Trustee with notice to the United States Trustee, but
otherwise without notice or hearing.

         8.9      LITIGATION OF CLAIMS. Subject to Court approval, objections to
Claims may be litigated to judgment, settled or withdrawn.

         8.10     DISTRIBUTION OF OBJECTED CLAIMS. Distributions with respect to
and on account of Claims to which objections have been filed will be made as
soon as practicable after an order, judgment, decree or settlement agreement
with respect to such Claim becomes a Final


                                       20
<PAGE>

Order and such Claim becomes an Allowed Claim, and the applicable Creditor shall
not receive interest on its Allowed Claim.

         8.11     RESERVES FOR DISPUTED ADMINISTRATIVE, PRIORITY TAX AND OTHER
PRIORITY CLAIMS. On and after the Effective Date, the Liquidation Trustee, in
consultation with the Liquidation Trust Committee, shall establish and maintain
reserves for all Disputed Administrative Claims, Disputed Priority Tax Claims
and Disputed Other Priority Claims. For purposes of establishing a reserve for
Disputed Administrative, Disputed Priority Tax and Disputed Other Priority
Claims, Cash will be set aside from Cash on hand on the Effective Date equal to
the amount that would have been distributed to the holders of Disputed
Administrative, Disputed Priority Tax, and Disputed Other Priority Claims had
their Disputed Claims been deemed Allowed Claims on the Effective Date or on the
Administrative Claims Bar Date or such other amount as may be approved by the
Court upon motion of the Debtors or Post-Confirmation Debtors. With respect to
such Disputed Claims, if, when, and to the extent any such Disputed Claim
becomes an Allowed Claim by Final Order, the relevant portion of the Cash held
in reserve therefor shall be distributed by the Liquidation Trustee to the
Claimant in a manner consistent with distributions to similarly situated Allowed
Claims. The balance of such Cash, if any remaining after all Disputed
Administrative, Disputed Priority Tax, and Disputed Other Priority Claims have
been resolved, shall be distributed to holders of Allowed Claims and Interests
in Classes 5 and 6. At quarterly intervals commencing ninety (90) days from the
Effective Date, the Liquidation Trustee shall release any amount held in reserve
on account of any Disputed Administrative, Priority Tax or Other Priority Claim
that has been disallowed by Final Order during the preceding ninety (90) day
period. No payments or distributions shall be made with respect to a Claim which
is a Disputed Claim pending the resolution of the dispute by Final Order.

         8.12     RESERVE FOR FEE CLAIMS. On the Effective Date, the Liquidation
Trustee, in consultation with the Liquidation Trust Committee, shall establish
and maintain reserves for payment of estimated unpaid Fee Claims. For purposes
of establishing a reserve for Fee Claims, Cash will be set aside from the Cash
on hand on the Effective Date in an amount equal to the amount that the Debtors
anticipate will be incurred for fees and expenses by Professionals retained in
the Chapter 11 Cases up to and including the Effective Date. If, when, and to
the extent any such Fee Claims become Allowed Claims by Final Order, the
relevant portion of the Cash held in reserve therefor shall be distributed by
the Liquidation Trustee to the Professional in a manner consistent with
distribution to similarly situated Allowed Claims or as set forth in such Final
Order approving the Fee Claim. The balance of such Cash, if any remaining after
all Fee Claims have been resolved and paid, shall be distributed to the holders
of Allowed Claims and Interests in Classes 5 and 6. No payments or distributions
shall be made with respect to a Fee Claim until such Fee Claim is Allowed by
Final Order.

         8.13     RESERVES FOR DISPUTED CLASS 3 GENERAL UNSECURED CLAIMS AND
CERTAIN COSTS. On and after the Effective Date, the Liquidation Trustee, in
consultation with the Liquidation Trust Committee, shall establish and maintain
reserves for all Disputed Class 3 General Unsecured Claims. For purposes of
establishing a reserve for Disputed Class 3 General Unsecured Claims, Cash will
be set aside from Cash on hand on the Effective Date equal to the amount that
would have been distributed to the holders of Disputed Class 3 General Unsecured
Claims had their Disputed Claims been deemed Allowed Claims on the Effective
Date or such


                                       21
<PAGE>

other amount as may be approved by the Court upon motion of the Debtors or
Post-Confirmation Debtors. With respect to such Disputed Claims, if, when, and
to the extent any such Disputed Claim becomes an Allowed Claim by Final Order,
the relevant portion of the Cash held in reserve therefor shall be distributed
by the Liquidation Trustee to the Claimant in a manner consistent with
distributions to similarly situated Allowed Claims. The balance of such Cash, if
any remaining after all Disputed Class 3 General Unsecured Claims have been
resolved, shall be distributed to the holders of Allowed Claims and Interests in
Classes 5 and 6. At quarterly intervals commencing ninety (90) days from the
Effective Date, the Liquidation Trustee shall release any amount held in reserve
on account of any Disputed Class 3 General Unsecured Claims that has been
disallowed by Final Order during the preceding ninety (90) day period. No
payments or distributions shall be made with respect to a Claim which is a
Disputed Claim pending the resolution of the dispute by Final Order.

         8.14     RESERVES FOR DISPUTED CLASS 5 CLAIMS, DISPUTED CLASS 6
INTERESTS AND CERTAIN COSTS. Prior to any distributions to the holders of
Allowed Class 5 Claims and Allowed Class 6 Interests, the Liquidation Trustee
shall establish and maintain reserves out of the Classes 5 and 6 Distribution
Amount for all Disputed Class 5 Claims, Disputed Class 6 Interests and for
expenses (the "Liquidation Trust Expense Fund") the Liquidation Trustee
reasonably deems necessary to (a) litigate and settle Causes of Action,
including, but not limited to, attorneys' fees, accounting fees, expert witness
fees, and all costs relating to obtaining and distributing such recoveries, and
(b) pay any and all fees, costs or expenses of the Liquidation Trust, the
Liquidation Trustee, the Liquidation Trust Committee and any professionals
retained by the Liquidation Trustee. With respect to such Disputed Class 5
Claims and Disputed Class 6 Interests, if, when, and to the extent any such
Disputed Class 5 Claim or Disputed Class 6 Interest becomes an Allowed Class 5
Claim or Disputed Class 6 Interest by Final Order, the relevant portion of the
Cash held in reserve therefor shall be distributed by the Liquidation Trustee to
the Claimant in a manner consistent with distributions to similarly situated
Allowed Class 5 Claims or Class 6 Interests. The balance of such Cash, if any,
remaining after all Disputed Claims and Interests have been resolved and the
costs of the Liquidation Trustee have been fully paid, shall be distributed Pro
Rata to all holders of Allowed Class 5 Claims and Allowed Class 6 Interests. No
payments or distributions shall be made with respect to a Claim that is a
Disputed Claim pending the resolution of the dispute by Final Order.

         8.15     UNCLAIMED PROPERTY. If any distribution remains unclaimed for
a period of ninety (90) days after it has been delivered (or attempted to be
delivered) in accordance with the Plan to the holder of an Allowed Claim,
Allowed Interest, Allowed Administrative, Priority Tax, Secured Claim, or Other
Priority Claim entitled thereto, such unclaimed property shall be forfeited by
such holder, whereupon all right, title and interest in and to the unclaimed
property shall be held in reserve by the Liquidation Trustee to be distributed
Pro Rata to holders of Allowed Class 5 Claims and Allowed Class 6 Interests in
accordance with this Plan.

         8.16     WITHHOLDING TAXES. Any federal, state, or local withholding
taxes or other amounts required to be withheld under applicable law shall be
deducted from distributions hereunder. All Persons holding Claims shall be
required to provide any information necessary to effect the withholding of such
taxes.


                                       22
<PAGE>

         8.17     FRACTIONAL CENTS. Any other provision of this Plan to the
contrary notwithstanding, no payment of fractions of cents will be made.
Whenever any payment of a fraction of a cent would otherwise be called for, the
actual payment shall reflect a rounding down of such fraction to the nearest
whole cent.

         8.18     PAYMENTS OF LESS THAN TEN DOLLARS. If a cash payment otherwise
provided for by this Plan with respect to an Allowed Claim or Allowed Interest
would be less than ten ($10.00) dollars (whether in the aggregate or on any
payment date provided in this Plan), notwithstanding any contrary provision of
this Plan, the Liquidation Trustee shall not be required to make such payment
and such funds shall be otherwise distributed to holders of Allowed Claims in
accordance with Article V. of the Plan.

         8.19     SETOFFS. Except as otherwise provided for herein with respect
to Claims released by the Debtors and their estates pursuant to this Plan and
the Confirmation Order, the Liquidation Trustee may, but shall not be required
to, set off against any Claim and the payments to be made pursuant to this Plan
in respect of such Claim, claims of any nature whatsoever the Debtors or their
estate may have against the Creditor, but neither the failure to do so nor the
allowance of a Claim hereunder shall constitute a waiver or release by the
Debtors or their estates of any Claim they may have against the Creditor.

                                   ARTICLE IX.

                    UNEXPIRED LEASES AND EXECUTORY CONTRACTS

         9.1      Any and all pre-petition leases or executory contracts not
previously rejected by the Debtors, unless specifically assumed pursuant to
orders of the Court prior to the Confirmation Date or the subject of a motion to
assume or assume and assign pending on the Confirmation Date, shall be deemed
rejected by the Debtors on the Confirmation Date.

         9.2      All proofs of claim with respect to claims arising from the
rejection of executory contracts or leases shall, unless another order of the
Court provides for an earlier date, be Filed with the Court within thirty (30)
days after the mailing of notice of entry of the Confirmation Order. All proofs
of claim with respect to claims arising from the rejection of executory
contracts shall be treated as Class 3 General Unsecured Claims for purposes of a
distribution pursuant to the Plan, unless and until the party asserting such
Claim obtains an order of the Court upon notice to (a) the Post-Confirmation
Debtors, and (b) the Equity Committee or the Liquidation Trustee that allows the
Claims in another Class under the Plan. Unless otherwise permitted by Final
Order, any proof of claim that is not Filed prior to the Confirmation Date
(other than those claims arising from the rejection of executory contracts or
leases which may be filed within 30 days after mailing of the notice of entry of
Confirmation Order as set forth above) shall automatically be disallowed as a
late filed claim, without any action by the Post-Confirmation Debtors, and the
holder of such Claim shall be forever barred from asserting such Claim against
the Debtors, their estates or property or the Post-Confirmation Debtors.


                                       23
<PAGE>

                                   ARTICLE X.

                            EFFECTIVENESS OF THE PLAN

         10.1     CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE PLAN. The Plan
shall not become effective unless and until each of the following conditions has
been satisfied or waived:

                  (a)      The Court shall have entered the Confirmation Order
in form and substance satisfactory to the Debtors; and

                  (b)      The Confirmation Order shall have become a Final
Order.

         10.2     WAIVER OF CONDITIONS. The Debtors may at any time, without
notice or authorization of the Court, waive the conditions set forth in section
10.1(b) above. The Debtors reserve the right to assert that any appeal from the
Confirmation Order shall be moot after consummation of the Plan.

         10.3     EFFECT OF FAILURE OF CONDITIONS. In the event that the
condition specified in section 10.1(b) of the Plan has not occurred or been
waived on or before sixty (60) days after the Confirmation Date, the
Confirmation Order may be vacated upon order of the Court after motion made by
the Debtors or any party in interest and an opportunity for parties in interest,
including the Equity Committee, to be heard.

                                   ARTICLE XI.

                            RETENTION OF JURISDICTION

         11.1     Following the Confirmation Date and until such time as all
payments and distributions required to be made and all other obligations
required to be performed under this Plan have been made and performed by the
Liquidation Trustee, the Court shall retain jurisdiction as is legally
permissible, including, without limitation, for the following purposes:

                  (a)      CLAIMS AND INTERESTS. To determine the allowance,
classification, priority or subordination of Claims and Interests against the
Debtors upon objection by the Liquidation Trustee or any other party in
interest;

                  (b)      INJUNCTION, ETC. To issue injunctions or take such
other actions or make such other orders as may be necessary or appropriate to
restrain interference with the Plan or its execution or implementation by any
Person, to construe and to take any other action to enforce and execute the
Plan, the Confirmation Order, or any other order of the Court, to issue such
orders as may be necessary for the implementation, execution, performance and
consummation of the Plan and all matters referred to herein, and to determine
all matters that may be pending before the Court in the Chapter 11 Cases on or
before the Effective Date with respect to any Entity;

                  (c)      PROFESSIONAL FEES. To determine any and all
applications for allowance of compensation and expense reimbursement of
Professionals for periods before the Effective Date, as provided for in the
Plan;


                                       24
<PAGE>

                  (d)      CERTAIN PRIORITY CLAIMS. To determine the allowance
and classification of any Priority Tax Claims, Other Priority Claims,
Administrative Claims or any request for payment of an Administrative Claim;

                  (e)      DISPUTE RESOLUTION. To resolve any dispute arising
under or related to the implementation, execution, consummation or
interpretation of the Plan and/or Confirmation Order and the making of
distributions hereunder and thereunder, including, without limitation, any
dispute concerning payment of professional fees and expenses of the Liquidation
Trustee;

                  (f)      EXECUTORY CONTRACTS AND UNEXPIRED LEASES. To
determine any and all motions for the rejection, assumption, or assignment of
executory contracts or unexpired leases, and to determine the allowance of any
Claims resulting from the rejection of executory contracts and unexpired leases;

                  (g)      ACTIONS. To determine all applications, motions,
adversary proceedings, contested matters, actions, and any other litigated
matters instituted in the Chapter 11 Cases by or on behalf of the Debtors,
including, but not limited to, the Causes of Action commenced by the Liquidation
Trustee, and any remands;

                  (h)      GENERAL MATTERS. To determine such other matters, and
for such other purposes, as may be provided in the Confirmation Order or as may
be authorized under provisions of the Bankruptcy Code;

                  (i)      PLAN MODIFICATION. To modify the Plan under section
1127 of the Bankruptcy Code, remedy any defect, cure any omission, or reconcile
any inconsistency in the Plan or the Confirmation Order so as to carry out its
intent and purposes;

                  (j)      AID CONSUMMATION. To issue such orders in aid of
consummation of the Plan and the Confirmation Order notwithstanding any
otherwise applicable non-bankruptcy law, with respect to any Entity, to the full
extent authorized by the Bankruptcy Code;

                  (k)      PROTECT PROPERTY. To protect the Property of the
Debtors and Post-Confirmation Debtors and Property transferred to the
Liquidation Trust pursuant to the Plan from adverse Claims or interference
inconsistent with this Plan, including to hear actions to quiet or otherwise
clear title to such property based upon the terms and provisions of this Plan or
to determine a purchaser's exclusive ownership of claims and causes of actions
retained under this Plan;

                  (l)      ABANDONMENT OF PROPERTY. To hear and determine
matters pertaining to abandonment of Property of the estates or the Liquidation
Trust;

                  (m)      IMPLEMENTATION OF CONFIRMATION ORDER. To enter and
implement such orders as may be appropriate in the event the Confirmation Order
is for any reason stayed, revoked, modified or vacated; and

                  (n)      FINAL ORDER. To enter a final order closing the
Chapter 11 Cases.


                                       25
<PAGE>

                                  ARTICLE XII.

                            MISCELLANEOUS PROVISIONS

         12.1     PRE-CONFIRMATION MODIFICATION. On notice to and with an
opportunity to be heard by the United States Trustee and the Equity Committee,
the Plan may be altered, amended or modified by the Debtors before the
Confirmation Date as provided in section 1127 of the Bankruptcy Code.

         12.2     POST-CONFIRMATION IMMATERIAL MODIFICATION. With the approval
of the Court and on notice to and an opportunity to be heard by the United
States Trustee and the Liquidation Trust Committee and without notice to all
holders of Claims and Interests, the Debtors or Post-Confirmation Debtors may,
insofar as it does not materially and adversely affect the interest of holders
of Claims, correct any defect, omission or inconsistency in the Plan in such
manner and to such extent as may be necessary to expedite consummation of this
Plan.

         12.3     POST-CONFIRMATION MATERIAL MODIFICATION. On notice to and with
an opportunity to be heard by the United States Trustee and the Liquidation
Trust Committee, the Plan may be altered or amended after the Confirmation Date
by the Debtors or Post-Confirmation Debtors in a manner which, in the opinion of
the Court, materially and adversely affects holders of Claims, provided that
such alteration or modification is made after a hearing and otherwise meets the
requirements of section 1127 of the Bankruptcy Code.

         12.4     WITHDRAWAL OR REVOCATION OF THE PLAN. The Debtors reserve the
right to revoke or withdraw the Plan prior to the Confirmation Date. If the
Debtors revoke or withdraw the Plan, then the Plan shall be deemed null and
void.

         12.5     PAYMENT OF STATUTORY FEES. All fees payable pursuant to
section 1930 of Title 28 of the United States Code shall be paid on the
Effective Date (if due) or by the Liquidation Trustee when otherwise due out of
the reserve set aside on the Effective Date by the Liquidation Trustee to fund
Plan Expenses.

         12.6     ROLE OF THE EQUITY COMMITTEE. Upon the Effective Date, the
appointment and existence of the Equity Committee shall terminate for all
purposes.

         12.7     SUCCESSORS AND ASSIGNS. The rights, benefits and obligations
of any Entity named or referred to in the Plan shall be binding on, and shall
inure to the benefit of, the heirs, executors, administrators, successors and/or
assigns of such Entities.

         12.8     TERMINATION OF 401(K) PLAN. Any section 401(k) savings plans
maintained by the Debtors for their employees is in the process of being
terminated by the Debtors in accordance with applicable law.

         12.9     TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided, all
injunctions or stays arising under or entered during the Chapter 11 Cases under
sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on
the Confirmation Date, shall remain in full force and effect until the Effective
Date.


                                       26
<PAGE>

         12.10    INJUNCTION. Upon the Effective Date with respect to the Plan
and except as otherwise provided herein or in the Confirmation Order, all
entities who have held, hold, or may hold Claims against or Interests in the
Debtors, and all other parties in interest in the Chapter 11 Cases, along with
their respective present or former employees, agents, officers, directors or
principals, shall be permanently enjoined on and after the Effective Date from
directly or indirectly (i) commencing or continuing in any manner any action or
other proceeding of any kind to collect or recover any property on account of
any such Claim or Equity Interest against any such Debtor or Post-Confirmation
Debtor, (ii) enforcing, attaching, collecting or recovering by any manner or
means of any judgment, award, decree, or order to collect or recover any
property on account of any such Claim or Interest against any such Debtor or
Post-Confirmation Debtor, (iii) creating, perfecting, or enforcing any
encumbrance of any kind against any such Debtor or Post-Confirmation Debtor on
account of such Claim or Interest, (iv) except for recoupment, asserting any
right of setoff or subrogation of any kind against any obligation due any such
Debtor or Post-Confirmation Debtor or against the property or interests in
property of any such Debtor or Post-Confirmation Debtor on account of any such
Claim or Interest, (v) commencing or continuing any action against the Debtors
or Post-Confirmation Debtor in any manner or forum in respect of such Claim or
Interest that does not comply or is inconsistent with the Plan, and (vi) taking
any actions to interfere with the implementation or consummation of the Plan;
provided nothing herein shall prohibit any holder of a Claim or Interest from
prosecuting a proof of claim in the Chapter 11 Cases. Except as otherwise
provided in the Plan or the Confirmation Order, on and after the Effective Date,
any individual, firm, corporation, limited liability company, partnership,
company, trust or other entity, including any successor of such entity, shall be
permanently enjoined from commencing or continuing in any manner, any litigation
against the Debtors or the Post-Confirmation Debtors on account of or in respect
of any of such Debtors' prepetition liabilities or other liabilities of the
Debtors satisfied pursuant to the Plan.

         12.11    RELEASES. On the Effective Date, the Debtors and each of their
subsidiaries, on behalf of themselves and their estates, shall be deemed to
release unconditionally the Debtors' current officers, directors, other than
those who are named in the Class Action, employees, advisors, attorneys,
financial advisors, accountants, other professionals, the Equity Committee
Members, counsel to the Equity Committee and financial advisors to the Equity
Committee, from any and all claims, obligations, suits, judgments, damages,
rights, causes of action, and liabilities whatsoever, whether known or unknown,
foreseen or unforeseen, existing or hereafter arising, in law, equity or
otherwise, based in whole or in part upon actions taken in their respective
capacities described above with respect to any omission, transaction, event, or
other occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases or the Plan; PROVIDED, HOWEVER,
that the foregoing release shall not apply to any action or omission that
constitutes gross negligence or willful misconduct.

         On the Effective Date, each holder of a Claim or Equity Interest, of
any nature, shall be deemed to release unconditionally the Debtors' officers,
directors, employees, advisors, attorneys, financial advisors, accountants,
other professionals, the Equity Committee members, counsel to the Equity
Committee and financial advisors to the Equity Committee, from any and all
claims, obligations, suits, judgments, damages, rights, causes of action, and
liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon actions taken in their respective


                                       27
<PAGE>

capacities described above with respect to any omission, transaction, event, or
other occurrence taking place on or prior to the Effective Date in any way
relating to the Debtors, the Chapter 11 Cases or the Plan; PROVIDED, HOWEVER,
that the foregoing release shall not apply to any action or omission that
constitutes gross negligence or willful misconduct.

         12.12    EXCULPATION. Notwithstanding anything herein to the contrary,
as of the Effective Date, none of the Debtors and the Debtors' officers,
directors, employees, accountants, financial advisors, investment bankers,
attorneys for the Debtors, the Equity Committee members, counsel to the Equity
Committee, and financial advisors to the Equity Committee shall have or incur
any liability for any claim, cause of action or other assertion of liability for
any act taken or omitted to be taken since the Petition Date in connection with,
or arising out of, the Chapter 11 Cases, the confirmation, consummation, or
administration of the Plan, or property to be distributed under the Plan, except
for willful misconduct or gross negligence.

         12.13    GOVERNING LAW. Except to the extent that the Bankruptcy Code
is applicable, the rights and obligations arising under this Plan shall be
governed by and construed and enforced in accordance with the laws of the State
of New York.

         12.14    NOTICES. Any notice required or permitted to be provided under
the Plan shall be in writing and served by either (a) certified mail, return
receipt requested, postage prepaid, (b) hand delivery or (c) reputable overnight
courier service, freight prepaid, to be addressed as follows:

                  If to the Debtors or the Post-Confirmation Debtors:

                           Actrade Financial Technologies Ltd., ET AL.
                           200 Cottontail Lane
                           Somerset, New Jersey 08873
                           ATTENTION:  John Fioretti

                  with a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                           New York, New York  10019
                           ATTENTION: Jeffrey D. Saferstein

                  If to the Equity Committee:

                           Cohen Tauber Spievack & Wagner LLP
                           420 Lexington Avenue, 24th Floor
                           New York, New York  10170
                           ATTENTION:  Joseph M. Vann

                  If to the Liquidation Trustee:

                           Liquidation Trustee
                           c/o ______________________


                                       28
<PAGE>

         12.15    SATURDAY, SUNDAY OR LEGAL HOLIDAY. If any payment or act under
the Plan is required to be made or performed on a date that is not a Business
Day, then the making of such payment or the performance of such act may be
completed on the next succeeding Business Day, but shall be deemed to have been
completed as of the required date.

         12.16    SECTION 1146 EXEMPTION. Pursuant to section 1146(c) of the
Bankruptcy Code, the issuance, transfer or exchange of any security under the
Plan or the making or delivery of any instrument of transfer pursuant to, in
implementation of, or as contemplated by, the Plan or the revesting, transfer or
sale of any real or personal property of the Debtors or Post-Confirmation
Debtors pursuant to, in implementation of, or as contemplated by, the Plan shall
not be taxed under any state or local law imposing a stamp tax, transfer tax or
similar tax or fee.

         12.17    SEVERABILITY. If any term or provision of the Plan is held by
the Court prior to or at the time of Confirmation to be invalid, void or
unenforceable, the Court shall have the power to alter and 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 so altered or interpreted. In the event of any such holding,
alteration, or interpretation, the remainder of the terms and provisions of the
Plan may, at the Debtors' option remain in full force and effect and not be
deemed affected. However, the Debtors reserve the right not to proceed to
Confirmation or consummation of the Plan if any such ruling occurs. The
Confirmation Order shall constitute a judicial determination and shall provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

         12.18    HEADINGS. The headings used in this Plan are inserted for
convenience only and neither constitutes a portion of the Plan nor in any manner
affect the provisions of the Plan.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       29
<PAGE>

                                 ARTICLE XIII.

                              CONFIRMATION REQUEST

         13.1     The Debtors hereby request confirmation of the Plan pursuant
to sections 1129(a) and (b) of the Bankruptcy Code.


Dated:   September 25, 2003        Respectfully submitted,

                                   Actrade Capital Inc. and Actrade Financial
                                   Technologies Ltd., Debtors and Debtors in
                                   Possession


                                   By:  /s/ John Fioretti
                                        ---------------------------------------
                                        Name:   John Fioretti
                                        Title:  Chief Restructuring Officer of
                                                Actrade Capital Inc.



                                   By:  /s/ John Fioretti
                                        ---------------------------------------
                                        Name:   John Fioretti
                                        Title:  Chief Restructuring Officer of
                                                Actrade Financial Technologies
                                                Ltd.

<PAGE>



                                    EXHIBIT A
                                    ---------



<PAGE>

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------x
                                                 :
In re:                                           :
                                                 :    Chapter 11
   ACTRADE FINANCIAL TECHNOLOGIES                :    Case No. 02-16212 (ALG)
   LTD., ET AL.,                                 :
                                                 :    (Jointly Administered)
                        Debtors.                 :
                                                 :
-------------------------------------------------x


                           CERTIFICATION OF OWNERSHIP
                           --------------------------


         I, ________________________________, am the beneficial owner of _____
shares of Actrade Financial Technologies Ltd.



Dated  __________ __, 2003


                                   ____________________________________________
                                   NAME
                                   ADDRESS


