8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange of 1934

Date of Report (Date of Earliest Event Reported): July 12, 2006

TELEVIDEO, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-11552	94-2383795
(State or Other Jurisdiction of	(Commission File No.)	(IRS Employer Identification No.)
Incorporation)

2345 Harris Way, San Jose, California 95131

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 954-8333

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03.              Bankruptcy or Receivership

On July 12, 2006, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) entered an order (the “Order”) approving the First Amended Plan of Reorganization (the “Plan”) filed by TeleVideo, Inc. (“TeleVideo” or the “Company”).

Summary of the Plan

The following is a summary of the material features of the Plan, is not complete, and is qualified in its entirety by reference to the full text of the Plan, which is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Capitalized terms used and not otherwise defined herein, shall have the meanings set forth in the Plan.

Under the terms of the Plan:

Administrative Expense Claims which are allowed are unimpaired and will be paid in full in cash on or after the later of the date they are allowed or the Effective Date, except to the extent that a holder of an Administrative Expense Claim agrees to a less favorable treatment.

Priority Tax Claims and Secured Tax Claims which are allowed are unimpaired and will be paid in full in cash, at the option of Televideo, either (a) on or after the later of the Effective Date or the date they are allowed or (b) over time as authorized by the Bankruptcy Code, except to the extent that a holder of a Priority Tax Claim or Secured Tax Claim has been paid prior to the Effective Date or agrees to different treatment.

Other Priority Claims which are allowed are unimpaired and will be paid in full in cash on or after the later of the date they are allowed or the Effective Date, except to the extent that the holder has been paid prior to the Effective Date or agrees to different treatment.

The Mrs. Hwang Secured Claim is impaired and its holder, Mrs. C. Gemma Hwang, will receive all of the New Equity in Televideo in exchange for her waiver of any distributions and her contribution of up to $700,000 in cash to provide a distribution to the holders of allowed General Unsecured Claims.

Other Secured Claims are unimpaired and will be satisfied, at the option of Televideo, either by (a) the payment of such Other Secured Claim in full in cash, plus interest required under Section 506(b) of the Bankruptcy Code, on or after the later of the date they are allowed or the Effective Date or (b) the delivery of the Collateral securing such Other Secured Claim, plus interest required under Section 506(b) of the Bankruptcy Code, on or after the later of the date they are allowed or the Effective Date.

General Unsecured Claims are impaired and the holders of the fund will receive their pro rata share of the Distribution Fund, but in no event more than 90% of the amount of their claims, except to the extent they agree to different treatment.

Equity Interests are impaired and the holders of Equity Interests will receive nothing of value and will have their interests cancelled and extinguished.

Outstanding Shares

There are currently 11,309,772 shares of Common Stock, $0.01 par value, of Televideo (the “Common Stock”)  outstanding, net of treasury shares. Under the terms of the Plan, all of these shares will be cancelled and extinguished on the Effective Date of the Plan and new shares of Common Stock, in an amount to be determined, will be issued to Mrs. C. Gemma Hwang, the holder of the Mrs. Hwang Secured Claim.

Assets and Liabilities of Televideo

Attached to this Current Report on Form 8-K is the Summary of Schedules from the Schedules filed with the Bankruptcy Court on March 28, 2006, containing information on the assets and liabilities of Televideo as of the date of the Company’s bankruptcy filing on March 14, 2006.

Item 8.01.              Other Events

On July 18, 2006 the Televideo issued a press release announcing the confirmation of the First Amended Plan of Reorganization. A copy of that press release is attached as an exhibit to this Current Report on Form 8-K.

Item 9.01.              Financial Statements and Exhibits

   (d) Exhibits.

Exhibit Number		Description
99.1	First Amended Plan of Reorganization
99.2	Order Confirming First Amended Plan of Reorganization
99.3	Summary of Schedules
99.4	Televideo press release dated July 18, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 18, 2006	TELEVIDEO, INC.
	By:	/s/  K. Philip Hwang
	Name:	K. Philip Hwang
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1	First Amended Plan of Reorganization
99.2	Order Confirming First Amended Plan of Reorganization
99.3	Summary of Schedules
99.4	Televideo press release dated July 18, 2006

EX-99.1

Exhibit 99.1

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:		Chapter 11
TELEVIDEO, INC.,		Case No. 06-10242(KG)
	Debtor.

DEBTOR’S FIRST AMENDED PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

	BUCHANAN INGERSOLL PC
	Attorneys for the Debtor
	The Nemours Building
	1007 North Orange Street, Suite 1110
	Wilmington, DE 19801-1236
	Tel:  302-428-5500
	Fax:  302-428-3996
Dated:  May 10, 2006

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:		Chapter 11
TELEVIDEO, INC.,		Case No. 06-10242(KG)
	Debtor.

DEBTOR’S PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

TeleVideo, Inc., debtor and debtor-in-possession in the captioned bankruptcy case (the “Debtor”), respectfully files and proposes to its creditors the following chapter 11 plan of reorganization (as may be amended, the “Plan”).

ARTICLE I.

DEFINITIONS AND RULES OF CONSTRUCTION

1.1           Definitions.   As used herein, the following terms have the respective meanings specified below when used in capitalized form herein:

1.1.1        Administrative Expense Claims Bar Date.   Subject to Section 13.1 herein, that date which is 30 days after the Effective Date (not counting the Effective Date) by which date all requests for payment of any Administrative Expense Claims, not otherwise Allowed, shall have been filed with the Bankruptcy Court except for any Professional Compensation and Reimbursement Claims, which must be filed in accordance with Section 2.3 of the Plan.

1.1.2        Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Case under Sections 503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, any actual and necessary costs and expenses of preserving the estate of the Debtor, any actual and necessary costs and expenses of operating the business of the Debtor, any costs and expenses of the Debtor in Possession in connection with the administration and implementation of the Plan, any indebtedness or obligations incurred or assumed by the Debtor in Possession in connection with the conduct of its business, including, without limitation, for the acquisition or lease of property or an interest in property or the

rendition of services, all compensation and reimbursement of expenses to the extent allowed by the Bankruptcy Court under Sections 330 or 503 of the Bankruptcy Code and any fees or charges assessed against the estate of the Debtor under Section 1930 of chapter 123 of Title 28 of the United States Code.

1.1.3        Affiliate has the meaning ascribed to such term in Section 101(2) of the Bankruptcy Code.

1.1.4        Allowed means, (i) with reference to any Claim, (a) any Claim against the Debtor that has been listed by the Debtor in its Schedules, as such Schedules may be amended by the Debtor 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 has been filed, (b) any Claim allowed hereunder, (c) any Claim which is not Disputed, (d) any Claim that is compromised, settled or otherwise resolved pursuant to a Final Order of the Bankruptcy Court or under the Plan, or (e) any Claim that, if Disputed, has been Allowed by Final Order; provided, however, that Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder, and (ii) with reference to any Equity Interest, (a) any Equity Interest registered in the stock register maintained by or on behalf of the Debtor as of the Confirmation Date and (b) either not timely objected to or Allowed by Final Order. Unless otherwise specified herein or by order of the Bankruptcy Court, “Allowed Administrative Expense Claim” or “Allowed Claim” shall not, for any purpose under the Plan, include interest, punitive damages or any fine or penalty on such Administrative Expense Claim or Allowed Claim from and after the Petition Date. For purposes of determining the amount of an Allowed Claim, there shall be deducted therefrom an amount equal to the amount of any claim which the Debtor may hold against the holder thereof, to the extent such claim may be set off pursuant to Section 553 of the Bankruptcy Code.

1.1.5        Allowed General Unsecured Claims Fund means the portion of the Distribution Fund which is remaining and available to pay Class 5 Claims after either payment of, or a reserve sufficient in the discretion of the Disbursing Agent for, full satisfaction of the Plan treatment for all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, and Allowed Claims in Classes 1-4.

1.1.6        Assets means all property, owned by the Debtor on the Petition Date, of any nature whatsoever, real or personal, tangible or intangible, excluding any and all property which is either not property of the Estate under Section 541 of the Bankruptcy Code or otherwise exempt or excluded from constituting property of the Estate pursuant to Sections 522, 541 of the Bankruptcy Code and/or applicable state law exemptions.

1.1.7        Available Cash means all Cash in the Debtor’s Estate as of the Effective Date minus the Working Capital Reserve plus the Mrs. Hwang Cash Contribution.

1.1.8        Ballot means the form distributed to each holder of an impaired Claim on which each holder is to indicate his/her/its acceptance or rejection of the Plan.

2

1.1.9        Bankruptcy Code means the Bankruptcy Reform Act of 1978, as codified in Title 11 of the United States Code, as amended from time to time.

1.1.10      Bankruptcy Court means the United States District Court having jurisdiction over the Chapter 11 Case and to the extent any reference is made pursuant to Section 157 of Title 28 of the United States Code or a general Order of the District Court pursuant to Section 151 of Title 28 of the United States Code, the Bankruptcy Court of such District Court.

1.1.11      Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under Section 2075 of Title 28 of the United States Code, the official Bankruptcy Forms and any Local Rules of the Bankruptcy Court, as amended.

1.1.12      Business Day means any day other than a Saturday, Sunday or any other day on which commercial banks in Wilmington, Delaware are required or authorized to close by law or executive order.

1.1.13      Cash means legal tender of the United States of America or wire transfer from a domestic bank.

1.1.14      Causes of Action means, without limitation, any and all actions, causes of action, liabilities, obligations, rights, suits, damages, judgments, claims and demands whatsoever, whether known or unknown, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Case including through the Effective Date, including, without limitation, actions arising under Chapter 5 of the Bankruptcy Code.

1.1.15      Chapter 11 Case or Case means the case under Chapter 11 of the Bankruptcy Code commenced by the Debtor, styled In re TeleVideo, Inc., Chapter 11 Case No. 06-10242(KG), currently pending before the Bankruptcy Court.

1.1.16      Claim has the meaning set forth in Section 101(5) of the Bankruptcy Code.

1.1.17      Class means a category of holders of Claims or Equity Interests as set forth in Article III of the Plan.

1.1.18      Collateral means any property or interest in property of the estate of the Debtor subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance or otherwise invalid under the Bankruptcy Code or applicable state law.

1.1.19      Committee means any statutory committee of unsecured creditors appointed in the Chapter 11 Case pursuant to Section 1102 of the Bankruptcy Code.

1.1.20      Confirmation means the entry of the Confirmation Order.

3

1.1.21      Confirmation Date means the date on which the Clerk of the Bankruptcy Court enters the Confirmation Order on the docket.

1.1.22      Confirmation Hearing means the hearing held by the Bankruptcy Court pursuant to Section 1128 of the Bankruptcy Code to consider Confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

1.1.23      Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.

1.1.24      Cure means the payment of Cash by the Debtor or Reorganized Debtor, or the distribution of other property (as the parties may agree or the Bankruptcy Court may order), as necessary to cure defaults under an executory contract or unexpired lease of the Debtor and to permit the Debtor to assume that contract or lease under Section 365(a) of the Bankruptcy Code.

1.1.25      Debtor means, TeleVideo, Inc., the debtor and debtor-in-possession in the Chapter 11 Case.

1.1.26      Debtor-in-Possession means the Debtor in its capacity as debtor-in-possession in the Chapter l1 Case pursuant to Sections 1101, 1107(a) and 1108 of the Bankruptcy Code.

1.1.27      Disbursing Agent means ThoughtStorm Strategic Capital LLC, or such other Person approved by the Court in the Confirmation Order to make distributions pursuant to the Plan and any successor thereto.

1.1.28      Disclosure Statement means one or more written disclosure statement(s) (as same be amended from time to time) relating to the Plan, including, without limitation, all exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to Section 1125 of the Bankruptcy Code.

1.1.29      Disputed means every Claim, Equity Interest or portion thereof: (i) which has been or hereafter is listed in the Debtor’s Schedules as unliquidated, disputed or contingent; (ii) which is not listed in the Debtor’s Schedules; (iii) or which is disputed under the Plan or as to which the Debtor has interposed a timely objection and/or request for estimation in accordance with Section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018, which objection and/or request for estimation has not been withdrawn, resolved or determined by a Final Order; and (iv) any Claim, proof of which was required to be filed by order of the Bankruptcy Court but as to which a proof of claim was not timely or properly filed. A Claim that is Disputed by the Debtor as to its amount only, shall be deemed Allowed in the amount the Debtor admits is owing, if any, and Disputed as to the excess.

1.1.30      Disputed Claim Amount means the amount set forth in the proof of claim relating to a Disputed Claim or, if an amount is estimated in respect of a Disputed

4

Claim in accordance with Section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018, the amount so estimated pursuant to an order of the Bankruptcy Court.

1.1.31      Disputed General Unsecured Claims Reserve means, in the event there exists any Disputed General Unsecured Claim on or after the Effective Date, Cash to be set aside by the Disbursing Agent pursuant to Section 7.5 of the Plan, in one or more separate bank accounts, in an amount sufficient to pay the distributions to all Disputed General Unsecured Claims at the time such distributions are made in accordance with the provisions of the Plan, if such Disputed General Unsecured Claims become Allowed Claims.

1.1.32      Distribution Date means the later of 30 days after the Effective Date or the date upon which a Claim is allowed by the Court.

1.1.33      Distribution Fund means a fund established on the Effective Date comprised of all Available Cash to be distributed by the Disbursing Agent pursuant to the terms of this Plan.

1.1.34      Effective Date means the first Business Day on which all conditions in Article XI of the Plan have been satisfied or waived in accordance with the Plan.

1.1.35      Entity shall have the meaning set forth in Section 101(15) of the Bankruptcy Code.

1.1.36      Equity Interest means the interest of any holder of equity securities of TeleVideo represented by the issued and outstanding shares of common stock of TeleVideo, whether or not transferable, and any option, warrant or right, contractual or otherwise, to acquire any such interest, that was in existence immediately prior to the Petition Date.

1.1.37      File or Filed means any motion, application or other document filed with the Bankruptcy Court or its authorized designee in the Chapter 11 Case.

1.1.38      Final Order means an order or judgment of the Bankruptcy Court, or any other court of competent jurisdiction that has not been revised, stayed, modified or amended or if so revised, stayed, modified or amended then such revised, stayed, modified or amended order as to which the time to appeal, petition for certiorari, or move for re-argument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for re-argument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehearing shall have been waived in writing in form and substance satisfactory to the Debtor, or, in the event that an appeal, writ of certiorari, or re-argument or rehearing thereof has been sought, such order of the Bankruptcy Court or other court of competent jurisdiction shall have been upheld by the highest court to which such order was appealed, or from which certiorari, re-argument or rehearing was sought and the time to take any further appeal, petition for certiorari or move for re-argument or rehearing shall have expired; provided, however that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or applicable state court

5

rules of civil procedure, may be filed with respect to such order shall not cause such order not to be a Final Order.

1.1.39      General Unsecured Claim means any Claim against the Debtor or its estate other than a Secured Tax Claim, Other Secured Claim, Administrative Expense Claim, Priority Tax Claim, or Other Priority Claim.

1.1.40      Impaired means, when used with reference to a Claim or Equity Interest, that such Claim or Equity Interest is impaired within the meaning of Section 1124 of the Bankruptcy Code.

1.1.41      Lien has the meaning set forth in Section 101(37) of the Bankruptcy Code.

1.1.42      Maximum Distribution means, with respect to an Allowed General Unsecured Claim, 90% of such Allowed General Unsecured Claim, without interest.

1.1.43      Mrs. Hwang means C. Gemma Hwang.

1.1.44      Mrs. Hwang Claim means the claim of Mrs. Hwang against the Debtor in the principal sum of approximately $1,600,000 with accrued interest through of approximately $614,000 through the Petition Date.

1.1.45      Mrs. Hwang Consideration means all of the following (i) Mrs. Hwang’s Cash Contribution, (ii) waiver of the Mrs. Hwang Secured Claim, and (iii) waiver of the Mrs. Hwang Unsecured Deficiency Claim.

1.1.46      Mrs. Hwang Cash Contribution means the Mrs. Hwang Initial Cash Contribution plus an amount up to an additional $350,000 as may be necessary to effect the Maximum Distribution to Allowed General Unsecured Claims after full satisfaction of (or the establishment of an appropriate reserve therefor) all Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Secured Tax Claims, and Allowed Other Secured Claims while allowing for the maintenance of the Working Capital Reserve.

1.1.47      Mrs. Hwang Initial Cash Contribution means an initial deposit of $350,000 to the Disbursing Agent on the Confirmation Date.

1.1.48      Mrs. Hwang Secured Claim means all or that portion of the Mrs. Hwang Claim that is a Secured Claim.

1.1.49      Mrs. Hwang Unsecured Deficiency Claim means all or that portion of the Mrs. Hwang Claim that is an Unsecured Claim.

1.1.50      New Equity means 100% of the Equity Interests in the Reorganized Debtor.

6

1.1.51      Other Priority Claim means any Claim, other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in right of payment under Section 507(a) of the Bankruptcy Code, but only to the extent entitled to such priority.

1.1.52      Other Secured Claim means any Secured Claim, other than a Secured Tax Claim or the Mrs. Hwang Secured Claim.

1.1.53      Person shall have the meaning set forth in Section 101(41) of the Bankruptcy Code.

1.1.54      Petition Date means March 14, 2006.

1.1.55      Plan means this Chapter 11 plan, including, without limitation, all exhibits, supplements, appendices and schedules hereto, either in its present form or as the same may be altered, amended, supplemented or modified from time to time in accordance with the terms and provisions.

1.1.56      Priority Tax Claim means any Claim of a governmental unit of the kind specified in Sections 502(i) and 507(a)(8) of the Bankruptcy Code.

1.1.57      Pro Rata Share means a proportionate share, so that the ratio of the consideration distributed on account of an Allowed Claim in a Class to the amount of such Allowed Claim is the same as the ratio of the amount of the consideration distributed on account of all Allowed Claims in such Class to the amount of all Allowed Claims in such Class.

1.1.58      Quarterly Fees means the sums that the Debtor is required to pay to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6).

1.1.59      Rejection Claim means any Claim, proof of which is timely filed, arising under Code § 502(g) as a result of the rejection of an executory contract or unexpired lease.

1.1.60      Reorganized Debtor.   TeleVideo, Inc. on and after the Effective Date.

1.1.61      Schedules means the schedules of assets and liabilities, the list of holders of Equity Interests and the statement of financial affairs filed by the Debtor under Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, and all amendments and modifications thereto through and including the date by which objections to Claims must be filed with the Bankruptcy Court pursuant to Section 7.1 of the Plan.

1.1.62      Secured Claim means any Claim, to the extent reflected in either the Debtor’s Schedules or a proof of claim as a Secured Claim, that is secured by a Lien on property in which the Debtor has an interest, which Lien is valid, perfected and enforceable under applicable law or by reason of a Final Order, or that is subject to set-off under Section 553 of the Bankruptcy Code to the extent of the value of such claim holder’s interest in any of the Debtor’s interest in such party or to the extent of the amount

7

subject to set-off, as applicable, including, without limitation, Secured Tax Claims and Other Secured Claims.

1.1.63      Secured Tax Claim means any Secured Claim of a governmental unit arising from unpaid taxes that is secured by a Lien on property arising from operation of a statute.

1.1.64      Working Capital Reserve means the sum of at least $350,000 which must be held by the Reorganized Debtor on and after the Effective Date and may not be used to effect any distributions to Creditors on account of Allowed Claims.

1.2           Rules for Interpreting Undefined Terms.  All terms used in this Plan and not defined herein but that are defined in the Code shall have the respective meanings assigned to such terms in the Code. All terms used in this Plan and not defined herein or in the Code but that are defined in the Bankruptcy Rules shall have the respective meanings assigned to such terms in those rules.

1.3           Rules of Construction.  The words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Plan as a whole and not to any particular section, subsection or clause contained in the Plan unless the context requires otherwise.  Whenever from the context it appears appropriate, each term stated in either the singular or the plural includes the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender include the masculine, feminine and the neuter.

ARTICLE II.

TREATMENT OF ADMINISTRATIVE
EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

2.1           Non-Classification.   As provided in Section 1123(a) of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified for the purposes of voting on or receiving distributions under the Plan. All such Claims are instead treated separately pursuant to the terms set forth in this Article II.

2.2           Administrative Expense Claims.   Except to the extent that any Entity entitled to payment of an Allowed Administrative Expense Claim agrees to a less favorable treatment, each holder of an Allowed Administrative Expense Claim shall receive Cash in an amount equal to such Allowed Administrative Expense Claim on the later of the Effective Date and the date such Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Expense Claims representing liabilities incurred in the ordinary course of business by the Debtor-in-Possession shall be paid in full and performed by the Debtor in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions.

2.3           Professional Compensation and Reimbursement Claims.   All Entities seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under Sections 330 or 331 of the

8

Bankruptcy Code or entitled to the priorities established pursuant to Sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall (a) file their respective final applications for allowances of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by no later than the date that is 45 days after the Effective Date, or such other date as may be fixed by the Bankruptcy Court and (b) if granted such an award by the Bankruptcy Court, be paid in full in Cash in such amounts as are Allowed by the Bankruptcy Court, (i) on the later of the Effective Date and the date upon which such Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable, (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Expense Claim and the Debtor, or (iii) in accordance with the terms of any applicable administrative procedures order entered by the Bankruptcy Court.

2.4           Priority Tax Claims.   Except to the extent that a holder of an Allowed Priority Tax Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Priority Tax Claim shall receive, in full and complete settlement, satisfaction and discharge of its Allowed Priority Tax Claim, at the option of the Debtor, (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of the Effective Date and the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or as soon thereafter as is practicable, or (b) in accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, regular installment payments in cash, (i) of a total value, as of the effective date of the Plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the date of the order for relief under section 301, 302 or 303 of the Bankruptcy Code; and (iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the Plan (other than cash payments made to a class of creditors under section 1122(b) of the Bankruptcy Code, or upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Priority Tax Claim with deferred Cash payments having a value, as of the Effective Date, equal to such Allowed Priority Tax Claim, together with interest at a rate consistent with section 511 of the Bankruptcy Code, provided, however, that the Debtor shall have the right to pay any Allowed Priority Tax Claim, or any remaining balance, in full, at any time on or after the Effective Date, without premium or penalty.

Under the Plan, no holder of an Allowed Priority Tax Claim shall be entitled to any payments on account of any Post-Petition Interest (except as set forth in the preceding paragraph) or penalty with respect to or in connection with an Allowed Priority Tax Claim.  Any such Claim or demand for any Post-Petition Interest or penalty will be discharged upon Confirmation by Section 1141(d)(1) of the Bankruptcy Code, and the Allowed Priority Tax Claim holder shall not assess or attempt to collect such accrued interest or penalty from the Debtor or its property.

In the event of a default by the Reorganized Debtor under the Plan, any holder of an Allowed Priority Tax Claim affected by such default shall, within 10 business days after such default, provide written notice, by registered mail, of the default.  Upon receipt of such notice, the Debtor shall be permitted 30 days in which to cure such default.  Any liability related to Allowed Priority Tax Claims filed by the United States Internal Revenue Service shall be deemed non-dischargeable until fully satisfied.  If the Reorganized Debtor substantially defaults on the payments of a tax due to the Internal Revenue Service under the Plan, the entire Allowed Priority Tax Claim still owed to the Internal Revenue Service shall become due and payable

9

immediately and the Internal Revenue Service may collect the remaining, unpaid Allowed priority Tax Claim through administrative collection provisions of the Internal Revenue Code.

ARTICLE III.

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

Claims, other than Administrative Expense Claims and Priority Tax Claims, are classified for all purposes, including voting, confirmation and distribution pursuant to the Plan, as follows:

Class	Status	Voting Rights
Class 1 — Other Priority Claims	Unimpaired	Not entitled to vote: deemed to accept Plan
Class 2 — Secured Tax Claims	Unimpaired	Not entitled to vote: deemed to accept Plan
Class 3 — Mrs. Hwang Secured Claim	Impaired	Entitled to vote
Class 4 — Other Secured Claims	Unimpaired	Not entitled to vote: deemed to accept Plan
Class 5 — General Unsecured Claims	Impaired	Entitled to vote
Class 6 — Equity Interests	Impaired	Not entitled to vote: deemed to reject the Plan

ARTICLE IV.

TREATMENT OF CLAIMS AND EQUITY INTERESTS

4.1           CLASS 1 - OTHER PRIORITY CLAIMS

4.1.1        Impairment and Voting.   Class 1 is unimpaired by the Plan.  Each holder of an Allowed Other Priority Claim is conclusively presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

4.1.2        Distributions.   Except to the extent that a holder of an Allowed Other Priority Claim has been paid by the Debtor prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Other Priority Claim shall receive, in full and complete settlement, satisfaction and discharge of its Allowed Other Priority Claim, Cash in an amount equal to such Allowed Other Priority Claim on the later of the Effective Date and the date such Other Priority Claim becomes an Allowed Other Priority Claim, or as soon thereafter as is practicable.

10

4.2           CLASS 2 - SECURED TAX CLAIMS

4.2.1        Impairment and Voting.   Class 2 is unimpaired by the Plan. Each holder of an Allowed Secured Tax Claim is conclusively presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

4.2.2        Distributions.   Except to the extent that a holder of an Allowed Secured Tax Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Secured Tax Claim shall receive, in full and complete settlement, satisfaction and discharge of its Allowed Secured Tax Claim, at the option of the Debtor, (i) Cash in an amount equal to such Allowed Secured Tax Claim, including any interest on such Allowed Secured Tax Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Secured Tax Claim becomes an Allowed Secured Tax Claim, or as soon thereafter as is practicable, or (ii) commencing on the first anniversary of the Effective Date, equal annual Cash payments in an aggregate amount equal to such Allowed Secured Tax Claim, together with simple interest at a fixed annual rate of 6.0%, over a period not exceeding six years after the date of assessment of such Allowed Secured Tax Claim, or upon such other terms determined by the Bankruptcy Court to provide the holder of such Allowed Secured Tax Claim with deferred Cash payments having a value, as of the Effective Date, equal to such Allowed Secured Tax Claim.

4.2.3        Retention of Liens.   Except to the extent that a holder of an Allowed Secured Tax Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Secured Tax Claim shall retain the Liens (or replacement Liens), if any, securing its Allowed Secured Tax Claim as of the Effective Date until full and final payment of such Allowed Secured Tax Claim is made as provided herein, and upon such full and final payment, such Liens shall be deemed null and void and shall be unenforceable for all purposes.

4.3           CLASS 3 - MRS. HWANG SECURED CLAIM

4.3.1        Impairment and Voting.   Class 3 is impaired by the Plan. The holder of the Mrs. Hwang Secured Claim is entitled to vote to accept or reject the Plan.

4.3.2        Distributions.   Mrs. Hwang, as the holder of the Allowed Mrs. Hwang Secured Claim, shall waive any distribution on account of such Claim as a component of the Mrs. Hwang Consideration provided by her under the Plan in exchange for the New Equity in the Reorganized Debtor to be issued to her on the Effective Date.

4.3.3        Retention of Liens.   Mrs. Hwang shall retain the Liens securing the Allowed Mrs. Hwang Secured Claim until the New Equity is issued on the Effective Date, at which time all Liens securing the Mrs. Hwang Secured Claim shall be released and satisfied in their entirety.

11

4.4           CLASS 4 - OTHER SECURED CLAIMS

4.4.1        Impairment and Voting.   Class 4 is unimpaired by the Plan. Each holder of an Allowed Other Secured Claim is conclusively presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan.

4.4.2        Distributions.   Except to the extent that a holder of an Allowed Other Secured Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Other Secured Claim shall, in full and complete settlement, satisfaction and discharge of its Allowed Other Secured Claim, at the option of the Debtor, (i) receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable, or (ii) receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to Section 506(b) of the Bankruptcy Code, on the later of the Effective Date and the date such Other Secured Claim becomes an Allowed Other Secured Claim, or as soon thereafter as is practicable.

4.4.3        Retention of Liens.   Except to the extent that a holder of an Allowed Other Secured Claim has been paid prior to the Effective Date or agrees to a different treatment, each holder of an Allowed Other Secured Claim shall retain the Liens (or replacement Liens), if any, securing its Allowed Other Secured Claim as of the Effective Date until any distribution(s) shall have been made to such holder hereunder, at which time such Liens shall be deemed null and void and shall be unenforceable for all purposes.

4.5           CLASS 5 - GENERAL UNSECURED CLAIMS

4.5.1        Impairment and Voting.   Class 5 is impaired by the Plan. Each holder of an Allowed General Unsecured Claim is entitled to vote to accept or reject the Plan.

4.5.2        Distributions.   The holder of an Allowed General Unsecured Claim shall, in full and complete settlement, satisfaction and discharge of such Allowed General Unsecured Claim, receive (i) one or more distributions from the Distribution Fund in an amount equal to its Pro Rata Share of the Allowed General Unsecured Claims Fund but in no event greater than the Maximum Distribution Amount, or (ii) such other treatment as may be consensually agreed to by the Debtor and the holder of the Allowed Unsecured Claim. To the extent that Mrs. Hwang holds the Mrs. Hwang Unsecured Deficiency Claim, Mrs. Hwang shall waive such Claim and all right to any distribution on account of such Claim as a component of the Mrs. Hwang Consideration provided by her under the Plan in exchange for the New Equity to be issued to her in the Reorganized Debtor.

4.6           CLASS 6 - EQUITY INTERESTS

4.6.1        Impairment and Voting.   Class 6 is impaired by the Plan, shall neither receive nor retain anything of value under the Plan, and all Class 6 Equity Interests shall

12

be canceled and extinguished under the Plan. Accordingly, holders of Class 6 Equity Interests shall be deemed to have conclusively rejected the Plan and are not entitled to vote on the Plan.

4.6.2        Distributions.   The holders of Equity Interests shall not receive any consideration or retain anything of value under the Plan. On the Effective Date, all Equity Interests shall be canceled and extinguished.

ARTICLE V.

ACCEPTANCE OR REJECTION OF THE PLAN

5.1           Voting of Claims.   Each holder of an Allowed Claim in an impaired Class of Claims that is entitled to vote on the Plan pursuant to Article IV of the Plan shall be entitled to vote to accept or reject the Plan as provided in such order as is entered by the Bankruptcy Court establishing procedures with respect to the solicitation and tabulation of votes to accept or reject the Plan, or any other order(s) of the Bankruptcy Court. For purposes of calculating the number of Allowed Claims in a Class of Claims that have voted to accept or reject the Plan under Section 1126(c) of the Bankruptcy Code, all Allowed Claims in such Class held by one Entity or any Affiliate thereof shall be aggregated and treated as one Allowed Claim in such Class.

5.2           Elimination of Vacant Classes.   Any Class of Claims that is not occupied as of the date of commencement of the Confirmation Hearing by an Allowed Claim or a Claim temporarily Allowed under Bankruptcy Rule 3018 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.

5.3           Nonconsensual Confirmation.   If any impaired Class of Claims entitled to vote shall not accept the Plan by the requisite statutory majorities provided in Section 1126(c) of the Bankruptcy Code, the Debtor reserves the right to amend the Plan in accordance with Section 13.7 hereof or undertake to have the Bankruptcy Court confirm the Plan under Section 1129(b) of the Bankruptcy Code or both. With respect to any impaired Classes of Claims that are deemed to reject the Plan, the Debtor shall request that Bankruptcy Court confirm the Plan under Section 1129(b) of the Bankruptcy Code.

ARTICLE VI.

PROVISIONS GOVERNING DISTRIBUTIONS

6.1           Method of Distributions Under the Plan.

6.1.1        Distributions of Cash.   All distributions under the Plan shall be made in accordance with the priorities established by the Plan. At the option of the Disbursing Agent, any Cash payment to be made pursuant to the Plan may be made by check or wire transfer from a domestic bank.

6.1.2        Delivery of Distributions.   Subject to the provisions of Rule 2002(g) of the Bankruptcy Rules; and except as otherwise provided herein, distributions to the

13

holders of Allowed Claims will be made as follows: (i) at the address set forth in the Schedules unless superseded by the address set forth on the proofs of claim filed by holders of Claims, or (ii) at the address set forth in any written notice of address change delivered to the Reorganized Debtor after the date of filing of any proof of claim.

6.1.3        Undeliverable and Unclaimed Distributions.   If any holder’s distribution is returned as undeliverable, the Reorganized Debtor will take reasonable steps to attempt to deliver the distribution to the holder of the Allowed Claim. Any holder of an Allowed Claim that does not advise the Reorganized Debtor that it has not received its, his or her distribution within six (6) months after the date of attempted distribution will have such Claim for such undeliverable distribution discharged and will be forever barred from asserting any such Claim against the Reorganized Debtor or its property. Distributions must be negotiated within 120 days of the date of distribution. Any distributions which are undeliverable and unclaimed or have not been cashed within the time periods set forth above shall become available for distribution to the holders of Allowed Claims in accordance with the Plan and the holder of an unclaimed or undeliverable distribution shall not be entitled to any further distribution under the Plan.

6.1.4        Allocation of Plan Distributions.   All distributions in respect of Allowed Claims will be allocated to the original principal amount of such Claims (as determined for federal income tax purposes).

6.1.5        Distributions Subsequent to the Distribution Date.   To the extent that there is Available Cash subsequent to the Distribution Date from, among other things, (i) the prosecution and enforcement of Causes of Action, and (ii) the return of undeliverable, time-barred or unclaimed distributions to holders of Allowed General Unsecured Claims, then the Reorganized Debtor shall retain such additional funds.

6.1.6        De Minimis Distributions.   Notwithstanding anything contained herein to the contrary, payments of fractions of dollars will not be made. Whenever any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment made will reflect a rounding of such fraction to the nearest dollar (up or down), with half dollars being rounded down. No payment of Cash less than $25.00 shall be made by the Reorganized Debtor to any holder of a Claim unless a written request is made therefor to the Reorganized Debtor. Any undistributed amount shall be retained by the Reorganized Debtor.

6.2           Settlement of Claims and Controversies.   Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits under the Plan, the provisions of this Plan shall constitute a good faith compromise of all Claims or controversies relating to the contractual, legal and subordination rights that a holder of a Claim may have with respect to any Allowed Claim. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the compromise of settlement of all such Claims or controversies, and the Bankruptcy Court’s findings that such compromise or settlement is in the best interests of the Debtor, its estate and the holders of Allowed Claims, and is fair, equitable and reasonable.

14

ARTICLE VII.

PROCEDURES FOR RESOLVING AND TREATING DISPUTED
ADMINISTRATIVE EXPENSE CLAIMS AND CLAIMS

7.1           Bar Date for Administrative Expense Claims.   The Confirmation Order will establish that date that is 30 days after the Effective Date as an Administrative Expense Claims bar date for filing Administrative Expense Claims other than for professional compensation and reimbursement claims incurred prior to the Effective Date (which are governed by Section 2.3 of the Plan). Holders of Administrative Expense Claims not paid prior to the Effective Date shall submit proofs of Claim on or before such Administrative Expense Claims bar date or be forever barred from doing so. The notice of Plan confirmation to be delivered pursuant to Bankruptcy Rules 3020(c) and 2002(f) will set forth such date and constitute notice of this Administrative Expense Claims bar date. The Reorganized Debtor shall have thirty (30) days following the Administrative Expense Claims bar date (or such longer period as may be allowed by order of the Bankruptcy Court) to review and object to such Administrative Expense Claims before a hearing to determine allowance of such Administrative Expense Claims.

7.2           Objections to and Resolution of Administrative Expense Claims and Claims.   Except as to applications for allowance of compensation and reimbursement of expenses under Sections 330, 331 and 503 of the Bankruptcy Code, the Reorganized Debtor shall, on and after the Effective Date, have the right to make and file objections to Administrative Expense Claims and Claims. On and after the Effective Date, the Reorganized Debtor shall have the authority to compromise, settle, otherwise resolve or withdraw any objections to Administrative Expense Claims and Claims and compromise, settle or otherwise resolve Disputed Administrative Expense Claims and Disputed Claims and without approval of the Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, the Debtor and parties in interest shall file all objections to Administrative Expense Claims that are the subject of proofs of claim or requests for payment filed with the Bankruptcy Court (other than applications for allowances of compensation and reimbursement of expenses) and Claims and serve such objections upon the holder of the Administrative Expense Claim or Claim as to which the objection is made as soon as is practicable, but in no event later than 120 days after the Effective Date for Administrative Expense Claims or 60 days after the Effective Date for Claims or such later date as may be approved by the Bankruptcy Court.

7.3           No Distribution Pending Allowance.   Notwithstanding any other provision of the Plan, no Cash shall be distributed under the Plan on account of any Disputed Claim unless and until such Claim is deemed Allowed.

7.4           Estimation.   The Debtor may, at any time, request that the Bankruptcy Court estimate any contingent or Disputed Claim pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtor has previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection (so long as no Final Order has been entered on such objection), and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. Subject to the provisions of Section 502(j) of the Bankruptcy Code, in the event the Bankruptcy Court estimates any

15

Contingent or Disputed Claim, the amount so estimated shall constitute the maximum allowable amount of such claim. The Debtor, or Reorganized Debtor, as the case may be, may pursue supplementary proceedings to the allowance of any such Claim so estimated. All of the aforementioned Claims objection and estimation procedures are cumulative and not exclusive of one another. Claims may be estimated and subsequently comprised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court. Unless otherwise ordered by the Bankruptcy Court, the Debtor and parties in interest shall file all objections to Administrative Expense Claims that are the subject of proofs of claim or requests for payment filed with the Bankruptcy Court (other than applications for allowances of compensation and reimbursement of expenses) and Claims and serve such objections upon the holder of the Administrative Expense Claim or Claim as to which the objection is made as soon as is practicable, but in no event later than 120 days after the Effective Date for Administrative Expense Claims, 60 days after the Effective Date for Claims or such later date as may be approved by the Bankruptcy Court.

7.5           Reserve for Disputed General Unsecured Claims.   On and after the Effective Date, the Disbursing Agent shall hold in the Disputed General Unsecured Claims Reserve Cash in an aggregate amount sufficient to pay to each holder of a Disputed General Unsecured Claim at the time distributions are made pursuant to the Plan the amount of Cash that such holder would have been entitled to receive if such Claim had been an Allowed Claim on the Effective Date. Cash withheld and reserved for payments to holders of Disputed General Unsecured Claims shall be held and deposited by the Disbursing Agent in one or more segregated bank accounts to be used to satisfy such Claims as such Disputed General Unsecured Claims become Allowed Claims. If practicable, the Disbursing Agent may invest Cash in the Disputed General Unsecured Claims Reserve in a manner that will yield a reasonable net return, taking into account the safety of the investment. Such funds shall be released and distributed to Allowed General Unsecured Claims as such Disputed General Unsecured Claims are allowed and/or disallowed, as the case may be. Any sums remaining in the Disputed General Unsecured Claims Reserve after Allowed Claims are paid in accordance with the Plan shall be transferred to the Reorganized Debtor.

7.6           Allowance of Disputed Claims.   Once a Disputed General Unsecured Claim is deemed Allowed, the Disbursing Agent shall distribute from the Disputed General Unsecured Claims Reserve to the holder of such Allowed Claim the amount of Cash that would have been distributed to such holder under the Plan on the dates distributions previously were made to holders of Allowed General Unsecured Claims had such Claim been an Allowed Claim on such dates, which amount shall not exceed the amount of Cash reserved on account of such Claim.

ARTICLE VIII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

8.1           Executory Contracts and Unexpired Leases.   Pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, all executory contracts and unexpired leases that exist between the Debtor and any Person or Entity shall be deemed rejected by the Debtor on the Confirmation Date and effective as of the Effective Date, except for any executory contract or unexpired lease (i) that has been assumed or rejected pursuant to an order of the Bankruptcy Court entered prior to the Confirmation Date, (ii) as to which a motion for approval of the

16

assumption or rejection of such executory contract or unexpired lease has been filed and served prior to the Confirmation Date, or (iii) is listed on the schedule of assumed executory contracts on Schedule A, separately filed with the Bankruptcy Court, as such schedule is amended from time to time. The Confirmation Order shall constitute an order of the Bankruptcy Court under Sections 365(a) and 1123(b)(2) of the Bankruptcy Code approving the contract and lease assumptions and rejections described above, as of the Effective Date.

8.2           Payments Related to Assumption of Contracts and Leases.   Any monetary amounts by which any executory contract and unexpired lease to be assumed under the Plan is in default shall be satisfied, under Section 365(b)(1) of the Bankruptcy Code by Cure. If there is a dispute regarding (i) the nature or amount of any Cure, (ii) the ability of the Reorganized Debtor to provide “adequate assurance of future performance” (within the meaning of Section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (iii) any other matter pertaining to assumption, Cure shall occur following the entry of a Final Order of the Bankruptcy Court resolving the dispute and approving the assumption.

8.3           Bar Date for Filing Proofs of Claim Relating to Rejection of Executory Contracts and Unexpired Leases.   Claims arising out of the rejection of an executory contract or unexpired lease must be filed with the Bankruptcy Court and served upon the Debtor by no later than 30 days after the later of (i) notice of the entry of an order approving the rejection of such executory contract or unexpired lease, and (ii) such other date as may be fixed by order of the Bankruptcy Court. All such Claims not filed within such time will be forever barred from assertion against the Debtor and its estate and its property. Except as otherwise provided in the Plan, any Allowed Claims arising out of the rejection of any executory contract or unexpired lease shall be treated in accordance with the provisions relating to Class 5 Claims.

8.4           Objections to Proofs of Claim Relating to Rejection of Executory Contracts and Unexpired Leases.   Objections to Claims arising out of the rejection of an executory contract or unexpired lease may be filed with the Court at any time prior to the thirtieth (30th) day following the filing and service upon the Debtor of such Claim. Such objections shall be served upon the holder of the Claim to which an objection is made. Any objection not timely filed shall be deemed waived by all parties-in-interest.

8.5           Employee Benefits.   From and after the Effective Date, the Reorganized Debtor intends to continue the Debtor’s existing employee benefit policies, plans and agreements.

8.6           Retiree Benefits.   From an after the Effective Date, to the extent that such obligations exist, the Reorganized Debtor will be obligated to pay retiree benefits (as defined in Section 1114(a) of the Bankruptcy Code) and any similar health, disability or death benefits in accordance with the terms of the retiree benefit plans or other agreements governing the payment of such benefits, subject to the rights to amend, modify or terminate such benefits under the terms of the applicable retiree benefit plan, other agreement or applicable non-bankruptcy law.

17

ARTICLE IX.

MEANS FOR IMPLEMENTATION OF THE PLAN

9.1           Continuing Existence.   From and after the Effective Date, the Debtor shall continue in existence and shall become the Reorganized Debtor. All property of the Debtor, shall, as of the Effective Date, shall vest in the Reorganized Debtor. The Reorganized Debtor shall remain in business, among other things, for the purpose of (i) enforcing and prosecuting claims, interests, rights and privileges of the Debtor and its bankruptcy estate, including, without limitation, the prosecuting of Causes of Action, (ii) resolving Disputed Claims, and (iii) administering the Plan and taking such actions as are necessary to effectuate the Plan.

9.2           Direction to Parties.   From and after the Effective Date, the Reorganized Debtor may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join in the execution or delivery of any instrument required to effect a transfer of property dealt with by the Plan, and to perform any other act, including the satisfaction of any Lien, that is necessary for the consummation of the Plan, pursuant to Section 1142(b) of the Bankruptcy Code.

9.3           Delivery of the Mrs. Hwang Consideration.   On or before the Confirmation Date, Mrs. Hwang shall deliver to the Debtor the Mrs. Hwang Initial Cash Contribution. In the event that it is ultimately determined that the Mrs. Hwang Initial Cash Contribution is insufficient to, along with the Debtor’s Cash generated from operations, provide the treatment required under this Plan while permitting the Reorganized Debtor to maintain the Working Capital Reserve, then Mrs. Hwang shall be required to deposit with the Disbursing Agent an additional sum of Cash not greater than $350,000 as shall be necessary to effectuate the required treatment of all Allowed Claims under this Plan.

9.4           Cancellation of Equity Interests and Issuance of New Equity Interests.   On the Effective Date or as soon thereafter as is practicable, all Equity Interests will be cancelled and New Equity shall be issued by the Reorganized Debtor and delivered to Mrs. Hwang pursuant to Section 1190 of the Bankruptcy Code. In connection therewith, TeleVideo shall no longer have registered, publicly-traded stock and shall, therefore, as a “private” company with fewer than 300 employees no longer be subject to public disclosure and other requirements of the SEC. In connection with the issuance of the New Equity, the Reorganized Debtor shall be authorized to perform all corporate acts necessary or appropriate to accomplish the recapitalization contemplated herein.

9.5           Distribution Fund.   On the Effective Date, the Disbursing Agent shall establish the Distribution Fund, inclusive of the Disputed General Unsecured Claims Reserve.

9.6           The Disbursing Agent.

9.6.1        The Disbursing Agent, as approved by the Court in the Confirmation Order, shall serve as the Disbursing Agent under this Plan, until: (i) the appointment of a successor Disbursing Agent in the case of resignation or discharge; or (ii) the discharge of all duties of Disbursing Agent as provided for in the Plan. In the event the Disbursing Agent ceases to serve as Disbursing Agent for any reason, the Disbursing Agent shall file with the Court a report of all receipts and disbursements made by it following the Effective Date. The Disbursing Agent shall be entitled to reasonable compensation and reimbursement of expenses for services rendered as the Disbursing Agent.

18

9.6.2        From and after the Effective Date, on the Distribution Date(s), as provided in the Plan, the Disbursing Agent shall make distributions from the Distribution Fund on account of Allowed Claims and Disputed Claims provided that, and only after, such Disputed Claims have become Allowed Claims.

9.6.3        The Disbursing Agent shall have no obligation to make any distributions on account of any Claim under the Plan unless and until the Disbursing Agent receives adequate proof that a Claim has been Allowed pursuant to a Final Order of the Court or otherwise Allowed pursuant to the Plan.

9.6.4        Distributions to Creditors shall be made by the Disbursing Agent in accordance with the Plan. The Disbursing Agent shall file with the Court a report of all receipts and disbursements made by it following the Effective Date.

9.7           Reorganized Debtor.

9.7.1        Appointment and Powers.   The duties and powers of the Reorganized Debtor shall include, but not be limited to, the following:

9.7.1.1     To exercise all power and authority that may be necessary to implement the Plan, commence and prosecute all proceedings that may be commenced and take all appropriate actions permitted by law not inconsistent with the Plan;

9.7.1.2     To maintain all bank accounts, make distributions and take other actions consistent with the Plan, including the maintenance of appropriate reserves, in accordance with the Plan;

9.7.1.3     To make decisions regarding the retention or engagement of professionals or other persons by the Reorganized Debtor and to pay, without court approval, all reasonable fees and expenses of the Reorganized Debtor and its estates accruing from and after the Effective Date;

9.7.1.4     To take all other actions not inconsistent with the provisions of the Plan which the Reorganized Debtor deems reasonably necessary or desirable in connection with the administration and consummation of the Plan; and

9.7.1.5     To exercise such other powers as may be vested in the Reorganized Debtor by order of the Bankruptcy Court.

9.7.2        No Agency Relationship, Limitation of Liability of the Reorganized Debtor, Indemnification and Insurance.   The Reorganized Debtor and its agents shall not be deemed to be the agent for any of the creditors in connection with the Cash held or distributed pursuant to the Plan. The Reorganized Debtor and its agents shall not be liable for any mistake of fact or law or error of judgment or any act or omission of any kind unless it constitutes gross negligence or willful misconduct. The Reorganized Debtor and its officers and directors shall be indemnified and held harmless, including the costs of defending such claims, by the Debtor and its estate against any and all claims

19

arising out of the performance of its duties under the Plan. The Reorganized Debtor may obtain commercially reasonable liability or other appropriate insurance with respect to the indemnification obligation of the Reorganized Debtor. The Reorganized Debtor and each of its agents may conclusively rely, and shall be fully protected personally in acting upon any statement, instrument, opinion, report, notice, request, consent, order, or other instrument or document which he or she believes to be genuine and to have been signed or presented by the proper party. The Reorganized Debtor may rely upon information previously generated by the Debtor.

9.8           Affairs.   Following the Effective Date, the Reorganized Debtor shall engage in any business activities or take any actions as allowed by law and its Corporate Charter, including those necessary to consummate the Plan. On and after the Effective Date, the Reorganized Debtor may take such actions without supervision or approval by the Bankruptcy 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.

ARTICLE X.

EFFECT OF CONFIRMATION OF PLAN

10.1         Term of Bankruptcy Injunction or Stays.   Unless otherwise provided, all injunctions or stays provided for in 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 of the Plan.

10.2         Revesting of Assets.   From and after the Effective Date, the Reorganized Debtor may, without further Bankruptcy Court approval, use, sell, transfer, assign, abandon or otherwise dispose of any of the Debtor’s remaining assets for the purpose of liquidating and converting such assets to Cash, making distributions and fully consummating the Plan.

10.3         Preservation of Causes of Action.   From and after the Effective Date, any and all claims and Causes of Action accruing to the Debtor and Debtor-in-Possession shall be preserved and retained by the Reorganized Debtor, who shall have the exclusive right to enforce any such Causes of Action. The Reorganized Debtor may pursue, abandon, settle or release any or all such Causes of Action, as it deems appropriate.

10.4         Injunction.   Except as otherwise expressly provided in the Plan, the Confirmation Order or a separate order of the Bankruptcy Court, all Entities who have held, hold or may hold Claims against the Debtor, are permanently enjoined, from and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtor on account of any such Claim, (c) creating, perfecting or enforcing any encumbrance of any kind against the Debtor or against the property of the Debtor, (d) asserting any right of setoff or subrogation of any kind against any obligation due from the Debtor or against the property or interests in property of the Debtor, and (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any claims and Causes of Action that are extinguished, dismissed or released

20

pursuant to the Plan. Such injunction shall extend to successors of the Debtor and its property and interests in property.

10.5         Discharge.   Except as provided in the Plan or the Confirmation Order, any consideration distributed under the Plan shall be in exchange for and in complete satisfaction, discharge and release of all Claims of any nature whatsoever against the Debtor, and any of its Assets or properties, including its present and former officers, directors, managers, members, interest holders, employees or agents, whether known or unknown. Except as otherwise expressly provided in the Plan, upon the Effective Date, the Debtor shall be deemed discharged and released to the extent permitted by Section 1141 of the Bankruptcy Code from any and all such Claims, including but not limited to demands and liabilities that arose before the Effective Date, and all debtors of the kind specified in Section 502(g), 502(h), or 502(i) of the Bankruptcy Code, whether or not (a) a proof of Claim based upon such debt is filed or deemed filed under Section 501 of the Bankruptcy Code; (b) a Claim based upon such debt is allowed under Section 502 of the Bankruptcy Code; or (c) the holder of a Claim based upon such debt has accepted the Plan. The Confirmation Order, except as provided therein or in the Plan, shall be a judicial determination of discharge of all liabilities of the Debtor. As provided in Section 524 of the Bankruptcy Code, such discharge shall void any judgment against the Debtor at any time obtained to the extent it relates to a Claim discharged, and operates as an injunction against the prosecution of any action against the Debtor, or its Assets or property, to the extent it relates to a Claim discharged.

10.6         Release of Mrs. Hwang.   All parties in interest in the Case including, but not limited to, each of (i) the Debtor and its bankruptcy estate and (ii) holders of Claims waive, discharge and forever release Mrs. Hwang, her present and former agents, employees, attorneys, consultants, successors and assigns, from any and all claims, causes of action, defenses, counterclaims or offsets and/or allegations including, without limitation, any avoidance actions under Chapter 5 of the Bankruptcy Code, each may have or may have made, or that is based on the transactions, acts, omissions, facts or circumstances at any time through and including the Effective Date, whether known or unknown, arising out of or in any way relating to the relationship between the Debtor and Mrs. Hwang.

ARTICLE XI.

EFFECTIVENESS OF THE PLAN

11.1         Conditions Precedent to Confirmation of the Plan.   The following is a condition precedent to the Confirmation of the Plan: the entry of a Confirmation Order in form and substance satisfactory to the Debtor and Mrs. Hwang.

11.2         Conditions Precedent to Effective Date.   The following are conditions precedent to the Effective Date of the Plan unless waived by the Debtor:

11.2.1      The Bankruptcy Court shall have entered the Confirmation Order, which shall be in form and substance satisfactory to the Debtor;

21

11.2.2      No stay of the Confirmation Order shall be in effect at the time the other conditions set forth in this Section 11.2 have been satisfied or waived;

11.2.3      There shall exist sufficient Available Cash above the Working Capital Reserve to satisfy Administrative Expense Claims, Priority Tax Claims and, Other Priority Claims that are Allowed Claims and to fund fully the required treatment under the Plan for holders of Class 5 Allowed Claims;

11.2.4      The Equity Interests shall have been cancelled and the New Equity shall have been issued and delivered to Mrs. Hwang.

11.2.5      The Confirmation Order shall have become a Final Order.

11.3         Waiver of Conditions.   The Debtor may, in its sole discretion, waive one or more of the conditions precedent set forth in Section 11.2 of the Plan.

ARTICLE XII.

RETENTION OF JURISDICTION

12.1         Jurisdiction of Bankruptcy Court.   The Bankruptcy Court shall retain jurisdiction of all matters arising out of, and related to, the Chapter 11 Case and the Plan pursuant to, and for the purposes of, Sections 105(a) and 1142 of the Bankruptcy Code and for, among other things, the following purposes:

12.1.1      To hear and determine pending applications for the assumption or rejection of executory contracts or unexpired leases, if any are pending, and the allowance of any Claims resulting therefrom;

12.1.2      To hear and determine any and all adversary proceedings, applications and contested matters;

12.1.3      To hear and determine any objections to Administrative Expense Claims, Claims or Equity Interests;

12.1.4      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;

12.1.5      To issue such orders in aid of execution and consummation of the Plan, to the extent authorized by Section 1142 of the Bankruptcy Code;

12.1.6      To consider any amendments to or modifications of the Plan, to cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order;

12.1.7      To hear and determine all applications for compensation and reimbursement of expenses of professionals under Sections 330, 331 and 503(b) of the Bankruptcy Code;

22

12.1.8      To hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan;

12.1.9      To recover all assets of the Debtor and property of the Debtor’s estate, wherever located;

12.1.10    To hear and determine matters concerning state, local and federal taxes in accordance with Sections 346, 505 and 1146 of the Bankruptcy Code;

12.1.11    To hear any other matter not inconsistent with the Bankruptcy Code;

12.1.12    To enter a final decree closing the Chapter 11 Case; and

12.1.13    To enter such Orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases and other agreements or documents created in connection with the Plan.

ARTICLE XIII.

MISCELLANEOUS PROVISIONS

13.1         Title to Assets.   Except as otherwise provided for in the Plan, title to property of the Estate shall revest in the Debtor in accordance with Section 1141 of the Bankruptcy Code, free and clear of all Claims, Liens, encumbrances, interests and rights of others, effective as of the Effective Date.

13.2         No Levy.   The distributions made pursuant to this Plan shall not be subject to levy, garnishment, attachment or like legal process by any Person by reason of any claimed subordination agreement, right to avoid payments or transfers, guaranties or otherwise (unless specifically provided for under this Plan), so that each holder will have and receive the full benefit, if any, of distributions provided under this Plan.

13.3         Cure of Default.   No default shall be declared under this Plan unless and until the Debtor and its counsel shall have received written notice of default setting forth the specific provision of the Plan and the method of cure sought, and the Debtor has failed to cure such default within (30) days of receipt of the written notice.

13.4         Effectuating Documents and Further Transactions.   The Reorganized Debtor is authorized to execute, deliver, file or record such contracts, instruments, releases, indentures and other agreements or documents and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan.

13.5         Exemption from Transfer Taxes.   Pursuant to Section 1146(c) of the Bankruptcy Code, the making or assignment of any lease or sublease, or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, shall not be subject to any stamp or similar tax.

23

13.6         Exculpation.   Neither the Debtor, nor the Debtor’s Estate, nor any of their respective officers, directors, employees, advisors, professionals or agents shall have or incur any liability to, or be subject to any right of action by the Debtor, any holder of a Claim or Equity Interest or any other party in interest for any act or omission in connection with, related to, or be subject to any right of action, by the Debtor or arising out of, the Chapter 11 Case, negotiations regarding or concerning the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan or the property to be distributed under the Plan, any act taken or omitted to be taken on or after the Petition Date, except for willful misconduct or gross negligence, and, in all respects, the Debtor, or its officers, directors, employees, advisors, professionals and agents shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. Further, except as otherwise provided for in the Plan, no Claims against or Equity Interests in the Debtor or the Estate, or either of them, shall be asserted against the Disbursing Agent following the Effective Date nor shall any claim or interest be asserted against: (i) any property being held by the Disbursing Agent for distribution under this Plan; or (ii) any transaction authorized to be performed by the Disbursing Agent. The Disbursing Agent, and its members, shareholders, partners, agents, representatives, professionals, attorneys, accountants and financial advisors, and the heirs, executors, administrators, successors and assigns of each of the foregoing, shall not have or incur any liability to any Person for any act taken or omitted to be taken in good faith prior to or after the Effective Date in connection with the Chapter 11 Case or related to the performance of its duties as the Disbursing Agent, provided, however, that the foregoing provision of this Section 13.6 of the Plan shall have no effect on the liability that would otherwise result from any such act or omission to the extent that such act or omission is determined by a Final Order to have constituted willful misconduct or gross negligence.

13.7         Post-Effective Date Fees and Expenses.   From and after the Effective Date, the Reorganized Debtor shall, in the ordinary course of business and without the necessity of any approval by the Bankruptcy Court, pay the reasonable fees and expenses of those professional persons employed by the Reorganized Debtor incurred in connection with the implementation and consummation of the Plan, the reconciliation of Claims, the prosecution of Causes of Action, or any other matters as to which such professionals are employed with respect to the terms of this Plan (the “Post-Effective Date Fees and Expenses”). By the last business day of each month following the month for which compensation is sought, the Reorganized Debtor and those professionals retained by the Reorganized Debtor shall submit their respective monthly statements to the Reorganized Debtor and its Board Members. Such statements shall describe in detail the services performed, the fees for such services and the disbursements made in connection with the rendition of such services. The parties will have ten (10) calendar days from the date of receipt of such statements to review such statements and to object to such statements. At the expiration of such ten (10) calendar day period, the Reorganized Debtor shall promptly pay such statement, except those fees and/or expenses as to which an objection has been timely made in writing. In the event of objection, the parties shall confer with one another and attempt to reach agreement regarding the correct payment to be made. If agreement cannot be reached within twenty five (25) calendar days of receipt of the statement, the matter shall be submitted to the Bankruptcy Court within seven (7) Business Days thereafter in the form of a written objection setting forth the precise nature of the objection and the monetary amount at issue. Thereafter, the Bankruptcy Court will consider and dispose of the objection. The Reorganized

24

Debtor shall be required to pay all compensation and expenses, or any portion thereof that is not the subject of a timely objection.

13.8         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 or as soon as practicable thereafter and the Reorganized Debtor shall prepare and submit such post-confirmation reports as may be required.

13.9         Amendment or Modification of the Plan.   Alterations, amendments or modifications of or to the Plan may be proposed in writing by the Debtor at any time prior to the Confirmation Date, provided that the Plan, as altered, amended or modified, satisfies the conditions of Sections 1122 and 1123 of the Bankruptcy Code, and the Debtor shall have complied with Section 1125 of the Bankruptcy Code. The Plan may be altered, amended or modified by the Debtor at any time after the Confirmation Date and before substantial consummation, provided that the Plan, as altered, amended or modified, satisfies the requirements of Sections 1122 and 1123 of the Bankruptcy Code and the Bankruptcy Court, after notice and a hearing, confirms the Plan, as altered, amended or modified, under Section 1129 of the Bankruptcy Code and the circumstances warrant such alterations, amendments or modifications. A holder of a Claim that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amended or modified, if the proposed alteration, amendment or modification does not materially and adversely change the treatment of the Claim of such holder. Prior to the Effective Date, the Debtor may make appropriate technical non-material modifications to the Plan without further order or approval of the Bankruptcy Court, provided that such technical modifications do not adversely affect the treatment of holders of Claims or Equity Interests.

13.10       Severability.   In the event that the Bankruptcy Court determines that any provision in the Plan is invalid, void or unenforceable, such provision shall be invalid, void or unenforceable with respect to the holder or holders of such Claims as to which the provision is determined to be invalid, void or unenforceable. The invalidity, voidness or unenforceability of any such provision shall in no way limit or affect the enforceability and operative effect of any other provision of the Plan and shall not require the re-solicitation of any acceptance or rejection of the Plan unless otherwise ordered by the Bankruptcy Court.

13.11       Revocation or Withdrawal of the Plan.   The Debtor reserves the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtor revokes or withdraws the Plan prior to the Confirmation Date, then the Plan shall be deemed null and void. In such event, nothing contained herein shall constitute or be deemed a waiver or release of any claims by or against the Debtor or any other Person or Entity or to prejudice in any manner the rights of the Debtor or any Person or Entity in any further proceedings involving the Debtor.

13.12       Binding Effect.   The Plan shall be binding upon and inure to the benefit of the Debtor and the holders of Claims and Equity Interests and their respective successors and assigns, whether or not the Claim or Equity Interest of such holder is impaired under the Plan and whether or not such holder has accepted the Plan.

13.13       Notices.   All notices, requests and demands to or upon the Debtor to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been

25

duly given or made when actually delivered or, in the case of notice by facsimile transmission, then received and telephonically confirmed, addressed as follows:

If to the Debtor:

BUCHANAN INGERSOLL PC
The Nemours Building
1007 North Orange Street, Suite 1110
Wilmington, DE 19801-1236
Attn:  Jami B. Nimeroff, Esquire
Fax:  302-428-3996

If to Mrs. Hwang:

HOLLAND & KNIGHT, LLP
195 Broadway 24th Floor
New York, NY  10007
Attn:  Peter A. Zisser, Esquire
Fax:  212-385-9010

13.14       Governing Law.   Except to the extent the Bankruptcy Code, Bankruptcy Rules or other federal law is applicable, or to the extent an exhibit to the Plan provides otherwise, 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 Delaware, without giving effect to the principles of conflicts of law of such jurisdiction.

13.15       Withholding and Reporting Requirements.   In connection with the consummation of the Plan, the Debtor shall comply with all withholding and reporting requirements imposed by any federal, state, local or foreign taxing authority and all distributions hereunder shall be subject to any such withholding and reporting requirements.

13.16       Computation of Time.   Except as otherwise specifically provided herein, in computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.

13.17       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, any heir, executor, administrator, successor or assign of such entity.

13.18       Headings.   Headings are used in the Plan for convenience and reference only, and shall not constitute a part of the Plan for any other purpose.

13.19       Exhibits/Schedules.   Any exhibits and schedules to the Plan are incorporated into and are a part of the Plan as if set forth in full herein.

13.20       Filing of Additional Documents.   On or before substantial consummation of the Plan, the Debtor shall file with the Bankruptcy Court such agreements and other documents, if

26

any, as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan.

13.21       Plan Controls.   To the extent the Plan is inconsistent with the Disclosure Statement(s) (including but not limited to any exhibits, schedules, appendices, supplements and/or amendments thereof) the provisions of the Plan shall be controlling.

13.22       Section 1125(e) of the Bankruptcy Code.   The Debtor has, and upon confirmation of the Plan shall be deemed to have, solicited acceptances of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code.

		Respectfully Submitted,
		TeleVideo, Inc.
	By:	/s/ Carmino Rosa
Dated: May 9, 2006

27

EX-99.2

Exhibit 99.2

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

IN RE:		)
		)	Chapter 11
TELEVIDEO, INC.		)
		)	Case No. 06-10242 (KG)
	Debtor.	)
		)

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER
UNDER 11 U.S.C. §1129(A) AND (B) AND FED. R. BANKR. P. 3020
CONFIRMING DEBTOR’S FIRST AMENDED PLAN OF REORGANIZATION1

WHEREAS, on March 14, 2006 (the “Petition Date”), TeleVideo, Inc., debtor and debtor in possession in this case (the “Debtor”), filed its voluntary petition for relief under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”);

WHEREAS, the “Debtor”, as proponent of the plan (the “Plan Proponent”) within the meaning of section 1129 of the “Bankruptcy Code”, filed the Debtor’s First Amended Plan of Reorganization (the “Plan”);

WHEREAS, on May 16, 2006, the Bankruptcy Court entered an order (the “Solicitation Order”) that, among other things, (a) approved the Disclosure Statement under section 1125 of the Bankruptcy Code and Rule 3017 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); (b) established July 12, 2006, as the date for the commencement of the hearing to consider confirmation of the Plan (the “Confirmation Hearing”); and (c) approved the form and method of notice of the Confirmation Hearing (the “Confirmation Hearing Notice”);

WHEREAS, the Debtor complied with the mailing and noticing requirements established under the Solicitation Order, as more fully set forth in the Affidavit of Joseph King Certifying the Acceptances and Rejections of the Debtor’s First Amended Plan of Reorganization (the

1Unless otherwise defined, all capitalized terms used herein shall have the meanings ascribed to them in the Plan.

“Voting Certification”) and evidenced by the affidavits of mailing and publication on the docket of this case;

WHEREAS, more than one (1) impaired class of claims has accepted the Plan, as set forth in the Voting Certification;

WHEREAS, pursuant to section 1128(e) of the Bankruptcy Code, the Bankruptcy Court commenced the confirmation hearing (the “Confirmation Hearing”) on July 12, 2006;

NOW, THEREFORE, based upon the Bankruptcy Court’s review of the Voting Certification; and upon (a) all the evidence proffered or adduced at, memoranda and Objections filed in connection with, and arguments of counsel made at, the Confirmation Hearing; (b) the record presented at the Confirmation Hearing and the entire record of this Chapter 11 case; and after due deliberation thereon and good cause appearing therefore, the Court makes the following:

FINDINGS OF FACT AND CONCLUSIONS OF LAW2

IT IS HEREBY FOUND AND DETERMINED THAT:

A.     Exclusive Jurisdiction; Venue; Core Proceeding (28 U.S.C. § § 157(b)(2), 1334(a)).   This Bankruptcy Court has jurisdiction over this case pursuant to sections 157 and 1334 of title 28 of the United States Code. Venue is proper pursuant to sections 1408 and 1409 of title 28 of the United States Code. Confirmation of the Plan is a core proceeding pursuant to section 157(b)(2)(L) of title 28 of the United States Code, and this Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed.

2Pursuant to Bankruptcy Rule 7052, findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate.

2

B.     Judicial Notice.   This Bankruptcy Court takes judicial notice of the docket of this case maintained by the Clerk of the Bankruptcy Court and/or its duly-appointed agent, including, with limitation, all pleadings and other documents filed, all Orders entered, and evidence and argument made, proffered, or adduced at the hearings held before the Bankruptcy Court during the pendency of this Chapter 11 case, including, but not limited to, the hearing to consider the adequacy of the Disclosure Statement.

C.     Burden of Proof.   The Debtor has satisfied the burden of proving the elements of section 1129(a) and (b) of the Bankruptcy Code by a preponderance of evidence, which is the applicable evidentiary standard in this Bankruptcy Court for Confirmation of the Plan.

D.     Transmittal and Mailing of Materials; Notice.   In accordance with applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, including, but not limited to, Bankruptcy Rules 2002, 3017 and 3020, due notice of the Confirmation Hearing and the opportunity to object to confirmation of the Plan was provided to the Debtor’s Creditors, Equity Interest Holders and other parties-in-interest. The Disclosure Statement, the Plan, the Ballots, the Solicitation Order and the Confirmation Hearing Notice, transmitted and served as set forth in the Voting Certification and associated declarations and affidavits, shall be deemed to have been transmitted and served in compliance with the Solicitation Order and the Bankruptcy Rules. Such transmittal and service were adequate and sufficient, publication of the Confirmation Hearing Notice was adequate and sufficient and no other or further notice is or shall be required.

E.      Voting.   Votes to accept and reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Solicitation Order, all other applicable rules, laws and regulations and industry practice.

3

F.      Plan Compliance with Bankruptcy Code (11 U.S.C. §1129(a)(1)).   The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(1) of the Bankruptcy Code.

(1)      Proper Classification (11 U.S.C. § §1122, 1123(a)(1)).   In addition to Administrative Claims and Priority Tax Claims, which do not need to be designated, the Plan designates six (6) Classes of Claims and Equity Interests. The Claims and Equity Interests placed in each Class are substantially similar to other Claims and Equity Interests, as the case may be, in each such Class. Valid business, factual and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims and Equity Interests. The Plan satisfies section 1122 and 1123(a)(1) of the Bankruptcy Code.

(2)      Specified Unimpaired Classes (11 U.S.C. §1123(a)(2)).   Article III of the Plan properly classifies those Classes that are Unimpaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

(3)      Specified Treatment of Impaired Classes (11 U.S.C. §1123(a)(3)).   The Plan identifies and properly classifies those Classes that are Impaired under the Plan, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

(4)      No Discrimination (11 U.S.C. §1123(a)(4)).   The Plan provides for the same treatment by the Debtor for each Claim or Equity Interest in each respective Class unless the Holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code.

4

(5)      Implementation of Plan (11 U.S.C. §1123(a)(5)).   The Plan and the Confirmation Order provide adequate and proper means for the Plan’s implementation, thereby satisfying section 1123(a)(5) of the Bankruptcy Code.

(6)      Prohibition Against Non-Voting Securities (11 U.S.C. §1123(a)(6)).   Upon the Effective Date of the Plan, all Equity Interests in the Debtor, including any securities possessing voting power will be extinguished, and no new non-voting securities of the Debtor will be issued. Thus, the Plan complies with section 1123(a)(6) of the Bankruptcy Code.

(7)      Designation of Officers, Directors or Trustees (11 U.S.C. §1123(a)(7)).   On June 21, 2006, the Debtor filed its Amended Disclosure of Post-Confirmation Officers and Directors Pursuant to 11 U.S.C. § 1129(a)(5). Thus, to the extent applicable, the Plan complies with section 1123(a)(7) of the Bankruptcy Code.

G.     Additional Plan Provisions (11 U.S.C. §1123(b)).   The Plan’s additional provisions are appropriate and not inconsistent with the applicable provisions of the Bankruptcy Code.

H.     Bankruptcy Rule 3016(a).   The Plan is dated and identifies the entities submitting it as proponents, thereby satisfying Bankruptcy Rule 3016(a).

I.       Debtor’s Compliance with Bankruptcy Code (11 U.S.C. §1129(a)(2)).   The Debtor has complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code. Specifically:

(1)      The Debtor is proper debtor under section 109 of the Bankruptcy Code and is the proper Plan Proponent under section 1121(a) of the Bankruptcy Code.

(2)      The Debtor has complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by Orders of the Bankruptcy Court.

5

(3)      The Debtor has satisfactorily complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Solicitation Order in transmitting the Plan, the Disclosure Statement, the Ballots, the Confirmation Hearing Notice and related documents and notices and in soliciting and tabulating votes on the Plan.

(4)      The Plan has been accepted by Creditors holding in excess of two-thirds in amount and one-half in number of the Allowed Claims in each Impaired Class entitled to vote.

J.      Plan Proposed in Good Faith (11 U.S.C. §1129(a)(3)).   The Debtor has proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. In determining that the Plan has been proposed in good faith, this Court has examined the totality of the circumstances surrounding the filing of this Chapter 11 case. The Debtor’s good faith is further demonstrated by the facts and records of this case, the Disclosure Statement and the hearing thereon and the record of the Confirmation Hearing and other proceedings held in this case. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtor’s Estate by providing the means through which the Debtor shall fully reorganize and distribute assets in accordance with the provisions of the Bankruptcy Code for the benefit of Creditors.

K.     Payments for Services or Costs and Expenses (11 U.S.C. §1129(a)(4)).   Any payment made or to be made by the Debtor for services or for costs and expenses in or in connection with the Chapter 11 case, or in connection with the Plan and incident to this case, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

L.      Directors, Officers, and Insiders (11 U.S.C. §1129(a)(5)).   On June 21, 2006, the Debtor filed its Amended Disclosure of Post-Confirmation Officers and Directors Pursuant to 11

6

U.S.C. §1129(a)(5), thereby satisfying the requirements of section 1129(a)(5) of the Bankruptcy Code.

M.    No Rate Changes (11 U.S.C. §1129(a)(6)).   Section 1129(a)(6) of the Bankruptcy Code is not applicable in this case or with respect to the Plan.

N.     Best Interests of Creditors (11 U.S.C. §1129(a)(7)).   The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The Liquidation Analysis prepared by the Debtor and other evidence proffered or adduced at the Confirmation Hearing (a) are persuasive and credible as of the dates such evidence was prepared, presented or proffered, (b) have not been controverted by other persuasive evidence or have not been challenged, (c) are based upon reasonable and sound assumptions and (d) establish that each Holder of an Impaired Claim or Equity Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date, that is not less than the amount that such Holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date.

O.     Acceptance by Certain Classes (11 U.S.C. §1129(a)(8)).   Based upon the Voting Certification, the evidence adduced at the Confirmation Hearing and the arguments of counsel, the Plan is confirmable because the Plan satisfies section 1129(b) of the Bankruptcy Code with respect to the rejecting Classes. Classes 1, 2 and 4 are Unimpaired under the Plan and, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively deemed to have to accept the Plan. Thus, as to the Unimpaired Classes under the Plan, the requirements of section 1129(a)(8) of the Bankruptcy Code are satisfied. Class 6 is not expected to receive or retain any property under the Plan and, therefore, is deemed to have rejected the Plan, pursuant to section 1126(g) of the Bankruptcy Code. As to Impaired Classes 3 and 5 that are entitled to vote to accept or reject a

7

plan, section 1126(c) has been satisfied. Impaired Classes 3 and 5 voted overwhelmingly to accept the Plan in accordance with section 1129(a)(8) of the Bankruptcy Code. The Plan is confirmable because the provisions of section 1129(b) of the Bankruptcy Code have been satisfied with respect to the dissenting Class.

P.      Treatment of Administrative and Priority Claims (11 U.S.C. §1129(a)(9)).   The treatment of Administrative Claims, Priority Tax Claims and Other Priority Claims pursuant to the Plan satisfies the requirements of sections 1129(a)(9)(A), (B), (C) of the Bankruptcy Code.

Q.     Acceptance By Impaired Classes (11 U.S.C. §1129(a)(10)).   At least one Class of Claims against the Debtor that is Impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by any insider, thus satisfying the requirements of section 1129(a)(10) of the Bankruptcy Code.

R.     Feasibility (11 U.S.C. §1129(a)(11)).   The Plan proposed by the Debtor provides for a reorganization of the Debtor and a distribution of Cash to Creditors in accordance with the priority schemes of the Bankruptcy Code and the terms of the Plan and this Confirmation Order. The Disclosure Statement, the Declaration of Carmino Rosa in Support of Confirmation and the evidence proffered or adduced at the Confirmation Hearing among other things, (a) are persuasive and credible, (b) have not been controverted by other persuasive evidence and (c) demonstrate that there will be sufficient funds to satisfy the Debtor’s obligations under the Plan and to fund the costs and expenses of the Reorganized Debtor after the confirmation of the Plan, thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code.

S.      Payment of Fees (11 U.S.C. §1129(a)(12)).   All fees payable under the section 1930 of title 28 of the United States Code (the “Quarterly Fees”), as determined by the Bankruptcy Court, have been paid or will be paid pursuant to the Plan.

8

T.     Continuation of Retiree Benefits (11 U.S.C. §1129(a)(13)).   This provision is inapplicable since the Debtor does not maintain retiree benefits as contemplated by section 1114 of the Bankruptcy Code.

U.     Fair and Equitable; No Unfair Discrimination (11 U.S.C. §1129(b)).   Based upon the evidence proffered, adduced or presented by the Debtor at the Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to any rejecting Classes, as required by section 1129(b)(1) and (2) of the Bankruptcy Code. Thus, the Plan may be confirmed notwithstanding section 1129(a)(8) of the Bankruptcy Code. Upon confirmation of the Plan and the occurrence of the Effective Date, the Plan shall be binding upon the members of any rejecting Classes.

V.     Principal Purpose of the Plan (11 U.S.C §1129(d)).   The principal purpose of the Plan is not the avoidance of taxes or the avoidance of section 5 of the Securities Act of 1933, as amended, and no governmental unit has opposed confirmation of the Plan.

W.    Modifications to the Plan.   Any modification to the Plan set forth in this Confirmation Order constitute technical changes and/or changes with respect to particular claims by agreement with the Holders of such Claims and do not adversely change the treatment of any other Claims or Equity Interests. Accordingly, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or re-solicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that Holders of Claims or Equity Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.

X.     Good Faith Solicitation (11 U.S.C. §1125(e)).   Based on the record before the Bankruptcy Court in these Chapter 11 Cases, the Debtor and its respective officers, directors,

9

employees, agents, counsel or other professionals have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the solicitation of acceptance to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the limitations of liability set forth in the Plan.

Y.     Preservation of Causes of Action.   It is in the best interests of the Creditors of the Debtor’s Estate that all Causes of Action, not expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or by any Final Order, be retained by the Debtor (before the Effective Date) and the Reorganized Debtor (after the Effective Date) pursuant to the Plan, to preserve the value of the Debtor’s Estate.

AA.   No Further Action.   No further action of this Court or the respective directors or shareholders of the Debtor will be required to authorize the Debtor to enter into, execute and deliver, or adopt, as the case may be, the documents necessary to implement the provisions of the Plan.

BB.     Satisfaction of Confirmation Requirements.   The Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

CC.     Retention of Jurisdiction.   The Bankruptcy Court may properly retain jurisdiction over the matters set forth in Article X of the Plan and section 1142 of the Bankruptcy Code.

10

Decrees

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1.    Confirmation.   The Plan, attached hereto as Exhibit A, is approved and confirmed under section 1129 of the Bankruptcy Code. Each provision of the Plan is hereby approved and incorporated by reference into this Confirmation Order.

2.    Objections.   All Objections that have not been withdrawn, waived, or settled, and all reservations of rights pertaining to confirmation of the Plan included therein, are overruled on the merits or resolved as (i) provided in this confirmation Order, or (ii) placed on the record at the Confirmation Hearing. To the extent that any agreement is attached hereto in connection with such resolutions, the agreement is hereby approved and the Debtor is authorized to execute and implement the terms thereof.

3.    Plan Classification Controlling.   The classifications of Claims and Equity Interests for purposes of the distributions to be made under the Plan shall be governed solely by the terms of the Plan. The classifications set forth on the Ballots tendered to or returned by the Debtor’s Creditors in connection with voting on the Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Equity Interests under the Plan for distribution purposes and (c) shall not be binding on the Debtor or the Reorganized Debtor.

4.    Binding Effect.   Pursuant to section 1141 of the Bankruptcy Code, the Plan and its provisions shall be binding upon the Debtor, the Reorganized Debtor, any entity acquiring or receiving property as a distribution under the Plan and any Holder of a Claim against or Equity Interest in the Debtor, including all governmental entities, whether or not the Claim or Equity

11

Interest of such Holder is Impaired under the Plan and whether or not such Holder or entity has accepted the Plan.

5.    Transmittal of Materials.   Transmittal and service of the Disclosure Statement, the Plan, the Ballots, the Solicitation Order and the Confirmation Hearing Notice as set forth in the appropriate declarations and affidavits, are approved as proper notice. The publication of the Confirmation Hearing Notice also is approved as proper notice.

6.    Vesting of Assets (11 U.S.C. §1141(b) (c)).   Pursuant to and in accordance with Article X, section 10.2 of the Plan, except as otherwise provided in this Confirmation Order, the Plan on the Effective Date, all property of the Debtor’s Estate, to the full extent of section 541of the Bankruptcy Code, and any and all Remaining Assets of the Debtor of every kind and nature, and all Causes of Action (collectively, the “Transferred Assets”) shall be transferred to and vest in the Reorganized Debtor, and the Debtor shall have no right, title, interest or claim with respect to any such Transferred Asset as of the Effective Date.

7.    Rejection of Executory Contracts and Unexpired Leases.   Except as otherwise expressly provided herein, all of the Debtor’s executory contracts and unexpired leases (whether or not previously listed by the Debtor in their respective Schedule G), shall be deemed rejected as of the Effective Date, except for any executory contract or unexpired lease (a) that has been assumed, assumed and assigned or rejected pursuant to a Final Order of the Bankruptcy Court entered prior to the Confirmation Date or pursuant to the Confirmation Order, (b) as to which a motion for approval of the assumption and assignment of such contract or lease has been filed and served prior to the Confirmation Date and ultimately becomes a Final Order authorizing such assumption and assignment.

12

8.    Releases and Exculpation.   The release and exculpation provisions set forth in Articles X, section 10.6 and XIII, section 13.6 of the Plan are appropriate and are hereby approved in their entirety.

9.    Injunction Related to Exculpation.   This Confirmation Order shall permanently enjoin, and it does hereby so enjoin as of the Effective Date, the commencement or prosecution by any entity, whether directly or indirectly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released pursuant to the Plan, including, but not limited to, the claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released in Articles X, section 10.6 and XIII, section 13.6 of the Plan.

10.  Injunction Related to Releases.   All parties in interest in this case, including but not limited to all Holders of Claim and Equity Interest Holders, known or unknown, shall be permanently enjoined, and is hereby so enjoined, as of the Effective Date, from commencing, conduction or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind, asserting any setoff, right of subrogation, contribution, indemnification or recoupment of any kind, directly or indirectly, or proceeding in any manner in any place inconsistent with the releases granted to Mrs. Hwang pursuant to the Plan.

11.  Injunction.   Except as otherwise expressly provided in the Plan, the Confirmation Order or a separate order of the Bankruptcy Court, all Entities who have held, hold or may hold Claims against the Debtor, are permanently enjoined, from and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against the Debtor on account of any

13

such Claim, (c) creating, perfecting or enforcing any encumbrance of any kind against the Debtor or against the property of the Debtor, (d) asserting any right of setoff or subrogation of any kind against any obligation due from the Debtor or against the property or interests in property of the Debtor, and (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any claims and Causes of Action that are extinguished, dismissed or released pursuant to the Plan. Such injunction shall extend to successors of the Debtor and its property and interests in property.

12.  General Authorizations.   The Debtor or the Reorganized Debtor, as applicable, is authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan and the Plan Documents. The Debtor or the Reorganized Debtor and their respective agents and attorneys are authorized and empowered to issue, execute, deliver, file or record any agreement, document or security, including, without limitation, the documents contained in any other plan documents, as modified, amended and supplemented, in substantially the form included therein, and to take any action necessary or appropriate to implement, effectuate and consummate the Plan and all Plan Documents, in accordance with its terms, or take any or all corporate actions authorized to be taken pursuant to the Plan, whether or not specifically referred to in the Plan or any other Plan Document, without further order of the Court.

13.  Governmental Approvals Not Required.   This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules or regulations of any state or any other governmental authority with respect to the implementation or consummation of, and any other acts referred to in or contemplated by, the Plan and any other plan documents.

14

14.  Exemption from Certain Taxes.   Pursuant to section 1146(c) of the Bankruptcy Code, the transfer or assignment of the Debtor’s Assets to the Reorganized Debtor or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, including, but not limited to, settlement agreements, assumption agreements and any transfers contemplated in the Plan, shall not be subject to any stamp tax or other similar tax or any tax held to be a stamp tax or other similar tax by applicable law.

15.  Administrative Expense Claims Bar Date.   Except for (i) non-tax liabilities incurred in the ordinary course of business by the Debtor, (ii) Claims of Professionals, and (iii) Postpetition Tax Claims (all of which are provided for below), requests for payment of Administrative Claims incurred on or prior to the Confirmation Date must be Filed and served on counsel for the Reorganized Debtor no later than (x) thirty (30) days after the Confirmation Date, or (y) such later date, if any, as the Court shall order upon application made prior to the end of such 30-day period. Holders of Administrative Claims (including, without limitation, Professionals and the Holders of Postpetition Tax Claims) that are required to file a request for payment of such Claims and do not file such requests by the applicable bar date shall be forever barred from asserting such Claims against the Debtor, it’s Estates, or the Reorganized Debtor.

16.  Final Fee Applications.   Pursuant to Article II, section 3 of the Plan, All Entities seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Effective Date under Sections 330 or 331 of the Bankruptcy Code or entitled to the priorities established pursuant to Sections 503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code shall (a) file their respective final applications for allowances of compensation for services rendered and reimbursement of expenses incurred through the Effective Date by no later than the date that is 45 days after the

15

Effective Date, or such other date as may be fixed by the Bankruptcy Court and (b) if granted such an award by the Bankruptcy Court, be paid in full in Cash in such amounts as are Allowed by the Bankruptcy Court, (i) on the later of the Effective Date and the date upon which such Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable, (ii) upon such other terms as may be mutually agreed upon between such holder of an Administrative Expense Claim and the Debtor, or (iii) in accordance with the terms of any applicable administrative procedures order entered by the Bankruptcy Court.

17.  Satisfaction of Claims and Termination of Equity Interests.   All Claims are satisfied and all Equity Interests are extinguished as set forth in Articles IV, section 4.6.1 and Article IX, section 9.4 of the Plan.

18.  Approval of Injunction; Limitations of Liability.   The provisions set forth in Article X of the Plan are hereby approved in their entirety.

19.  Payment of Statutory Fees and Compliance with Reporting Requirements.   All fees payable pursuant to section 1930 of title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall be paid on the Effective Date. All fees payable subsequent to the Effective Date under section 1930(a)(6) of title 28 of the United States Code shall be paid by the Reorganized Debtor. All post-confirmation reporting requirements shall also be complied with, including the reporting of disbursement activity.

20.  Notice of Entry of Confirmation Order.   On or before the tenth (10th) Business Day following the date of entry of this Confirmation Order, the Debtor shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c) on all Creditors and Equity Interest Holders, the United States Trustee, and other parties in interest, by causing notice of entry of the Confirmation Order (the “Notice of Confirmation”), to be delivered

16

to such parties by first-class mail, postage prepaid. The notice described herein is adequate under the particular circumstances and no other or further notice is necessary.

21.  Preservation of Causes of Action.   Unless Causes of Action against an entity are expressly waived, relinquished, exculpated, released, compromised or settled in the Plan or any Final Order, the Debtor expressly reserves, for the benefit of the Reorganized Debtor, all Causes of Action for later adjudication. Except as otherwise provided in the Plan, this Confirmation Order or any document, instrument, release or other agreement entered into in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtor retains all rights to commence and pursue, as appropriate, any and all Causes of Action.

22.  Notice of Effective Date.   Within ten (10) Business Days following the occurrence of the Effective Date, the Debtor or the Reorganized Debtor shall file notice of the occurrence of the Effective Date and shall serve a copy of same on those persons who have filed a notice of appearance and request for service of pleadings in the Chapter 11 Cases.

23.  Enforceability.   Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code and the provisions of this Confirmation Order, the Plan shall apply and be enforceable notwithstanding any otherwise applicable non-bankruptcy law.

24.  Modification/Reversal.   If any provision of this Confirmation Order is hereafter modified, vacated or reversed by subsequent order of the Bankruptcy Court or any other court, such reversal, modification or vacation shall not affect the validity of the obligations incurred or undertaken under or in connection with the Plan and any other plan documents prior to the Debtor’s or the Reorganized Debtor’s receipt of written notice of any such order; nor shall such reversal, modification or vacation hereof affect the validity or enforceability of such obligations. Notwithstanding any reversal, modification or vacation hereof, any such obligation incurred or

17

undertaken pursuant to and in reliance on this Confirmation Order prior to the effective date of such reversal, modification or vacation shall be governed in all respects by the provisions hereof and of the Plan and any other Plan Documents, and any amendments or modifications thereto.

25.  Confirmation Order Effective Immediately Upon Entry.   This Confirmation Order constitutes: (a) a finding that Rules 6004(g), 6006(d) and 7062 of the Federal Rules of Bankruptcy Procedure shall not apply to the Confirmation Order, and (b) authorization for the Debtor to consummate the Plan immediately after the entry of the Confirmation Order.

26.  Conflicts Between Confirmation Order and Plan.   To the extent of any inconsistency between the provisions of the Plan and this Confirmation Order, the terms and conditions contained in this Confirmation Order shall govern. The provisions of this Confirmation Order are integrated with each other and are non-severable and mutually dependent unless expressly stated by further order of this Bankruptcy Court. The failure to reference or discuss all or part of any particular provision of the Plan herein shall have no effect on the validity, binding effect and enforceability of such provision, and such provision, and such provision shall have the same validity, binding effect and enforceability as every other provision of the Plan.

27.  Retention of Jurisdiction.   Pursuant to and as further set forth in Article XII of the Plan, notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain such jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan to the fullest extent permitted by law.

28.  Reference to Plan Provisions.   The failure specifically to include or reference any particular provision of the Plan in this Confirmation Order shall not diminish or impair the

18

effectiveness of such provisions, it being the intent of the Bankruptcy Court that the Plan be confirmed in its entirety.

29.  Pursuant to Article VI of the Plan, ThoughtStorm Strategic Capital LLC is hereby appointed and approved as the Disbursing Agent.

Dated:	July 12, 2006
	Wilmington, DE
		/s/ Kevin Gross
		KEVIN GROSS
		UNITED STATES BANKRUPTCY JUDGE

19

EX-99.3

Exhibit 99.3

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE

In re:		Case No. 06-10242
	TeleVideo, Inc.
	Debtor.	Chapter 11

SUMMARY OF SCHEDULES

Indicate as to each schedule whether that schedule is attached and state the number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and J in the boxes provided. Add the amounts from Schedules A and B to determine the total amount of the debtor’s assets.  Add the amounts from Schedules D, E, and F to determine the total amounts of the debtor’s liabilities. Individual debtors must also complete the “Statistical Summary of Certain Liabilities.”

AMOUNTS SCHEDULED

NAME OF SCHEDULE	ATTACHED (YES/NO)	NO. OF SHEETS	ASSETS		LIABILITIES		OTHER
A - Real Property	Yes	1	$	0.00
B - Personal Property	Yes	3	$	2,021,983.00
C - Property Claimed as Exempt	Yes	1
D - Creditors Holding Secured Claims	Yes	1			$	2,200,000.00
E - Creditors Holding Unsecured Priority Claims	Yes	3			$	250.00
F - Creditors Holding Unsecured Nonpriority Claims	Yes	6			$	475,136.62
G - Executory Contracts and Unexpired Leases	Yes	1
H - Codebtors	Yes	1
I - Current Income of Individual Debtor(s)	No	N/A					$N/A
J - Current Expenditures of Individual Debtor(s)	No	N/A					$N/A
TOTAL			$	2,021,983.00	$	2,675,386.62

EX-99.4

Exhibit 99.4

2345 Harris Way

San Jose, CA, USA

Tel: 408-954-8333     Fax: 408-954-0623

TELEVIDEO PLAN OF REORGANIZATION CONFIRMED BY BANKRUPTCY COURT

San Jose, CA - July 18, 2006 - TeleVideo, Inc. (OTC BB:TELV.PK), announced that its First Amended of Plan of Reorganization (the “Plan”) was approved by the United States Bankruptcy Court for the District of Delaware, providing TeleVideo with the ability to emerge from its Chapter 11 restructuring.

TeleVideo plans to consummate the Plan as soon as practicable. Upon consummation of the Plan, all of the presently outstanding common stock of Televideo will be cancelled and extinguished.

“We want to assure our customers that our products will continue to remain available with no interruptions,” said Viktor Khan of TeleVideo.

TeleVideo was advised by ThoughtStorm Strategic Capital, who served as its financial advisor in the restructuring.

About Televideo

A pioneering Silicon Valley company, TeleVideo, Inc. began in 1975 as the innovator and market leader of smart text terminals. TeleVideo established itself as a leading supplier in the video display terminal industry. The Company pioneered a new generation of computer terminals with the introduction of its first “smart” terminals, based on the Intel microprocessor, at a time when dumb terminals were the industry standard. Televideo still holds a number of proprietary terminal emulations, including the TV910 and TV955, which have been industry standards for more than 15 years and even now are used in millions of terminals worldwide.

TeleVideo markets its products worldwide primarily through distributors, value-added resellers, systems integrators, and original equipment manufacturers. Designed for corporate and vertical IT professionals and end users, TeleVideo’s family of products allows for more secure, manageable and cost-effective network computing in healthcare, business, government and more. For more information, please visit www.televideo.com