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Attorneys For Official Committee Of Unsecured Creditors - US DRY CLEANING CORP - 12-15-2005

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					EXHIBIT 2.1

Christopher Alliotts (CA Bar No. 161302) Marcus A. Tompkins (CA Bar No. 190922)
SULMEYERKUPETZ
A Professional Corporation
1080 Marsh Road, Suite 110
Menlo Park, California 94025
Telephone: 650.326.2245
Facsimile: 650.326.5134

Attorneys for Official Committee of Unsecured Creditors

Van C. Durrer, II (CA Bar No. 226693)
Kurt Ramlo (CA Bar No. 166856)
Melissa T. Kahn (CA Bar No. 229185)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Telephone: 213.687.5000
Facsimile: 213.687.5600

Attorneys for Debtors and Debtors in Possession

                            UNITED STATES BANKRUPTCY COURT

            NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION

        --------------------------------------       -------------------------------------

         In re                                       Case No. 05-30145 TEC
                                                     Case No. 05-30146 TEC

                                                     Jointly Administered Chapter 11 Cases

         FIRST VIRTUAL
         COMMUNICATIONS, INC.,                       FIRST AMENDED JOINT CHAPTER 11
                                                     PLAN OF REORGANIZATION
                                                     PROPOSED BY DEBTORS AND OFFICIAL
                                                     COMMITTEE OF UNSECURED CREDITORS
                                                     (Dated September 21, 2005)
                       Debtor.

         -------------------------------------

         In re                                       Plan Confirmation Hearing
                                                     -------------------------

                                                     DATE:    November 14, 2005
         CUseeMe NETWORKS, INC.                      TIME:    9:30 a.m.
                                                     PLACE:   U.S. Bankruptcy Court
                                                              Courtroom 23
                       Debtor.                                235 Pine Street
                                                              San Francisco, CA 94104
                                                     JUDGE:   Hon. Thomas E. Carlson

         -------------------------------------       -------------------------------------
                                                                TABLE OF CONTENTS

             I. INTRODUCTION................................................................2

             II. DEFINITIONS AND INTERPRETATION.............................................3




A. Definitions.........................................................3

B. Interpretation; Rules of Construction; Computation of Time.........12

III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS.....................13

                  A.      General Overview...................................................13

                  B.      Unclassified Claims................................................13

                             1. Administrative Expense Claims.................................14

                             2. Priority Tax Claims...........................................14

                  C.      Classified Claims and Interests....................................15

                             1. Class 1 - Secured Tax Claims..................................15

                             2. Class 2 - Secured Non-Tax Claims..............................16

                             3. Class 3 - Priority Non-Tax Claims.............................16

                             4. Class 4 - General Unsecured Claims............................16

                             5. Class 5 - Penalty Claims......................................17

                             6. Class 6 - Preferred Stock Interests...........................17

                             7. Class 7 - Old Common Stock Interests..........................18




IV. MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN........................19

                  A.      Substantive Consolidation..........................................19

                  B.      Funding for the Plan...............................................19

                  C.      The Liquidating Trust..............................................20

                             1.    Appointment of Liquidating Trustee...........................20

                             2.    Establishment of Liquidating Trust...........................21

                                                                      -i-
                         3.   Transfer of Assets to the Liquidating Trust..................21

                         4.   Rights, Powers and Duties of Liquidating Trust/Trustee.......22

                         5.   Prosecution of Causes of Action..............................23

                         6.   Post-Effective Date Administrative Fees and Expenses.........24

                         7.   Dissolution of Liquidating Trust.............................24

               D.     Employee Issues....................................................24

                         1.   Employees....................................................24

                         2.   Treatment of Employee Benefit Programs.......................24

               E.     Dissolution of CUseeMe.............................................25




V. THE COMMITTEE..............................................................27

               A.     Survival of the Committee..........................................27

               B.     Rights, Powers and Duties of the Committee.........................27

                         1.   Powers of Committee, Generally...............................27

                         2.   Powers of the Committee Over the Liquidating Trustee.........27

               C.     Replacement and Removal of Committee Members.......................27

               D.     Liability of the Committee and its Members.........................28

                         1.   Standard of Care.............................................28

                         2.   No Implied Obligations.......................................29

                         3.   Advice of Professionals......................................29

                         4.   Exculpation of the Committee.................................29

                         5.   Indemnification of the Committee.............................29

               E.     Employment and Compensation of Committee's Counsel.................30




VI. DISPUTED CLAIMS...........................................................31

               A.     Objections to Claims...............................................31

                         1.   Authority to Prosecute Claim Objections......................31

                         2.   Claims Objection Deadline....................................31

                                                           -ii-
                         3.    No Distributions Pending Allowance...........................31

                         4.    Authority to Settle Disputed Claims..........................31

                B.     Setoffs............................................................32

                C.     Estimation of Claims...............................................33

                D.     Amendments to Claims...............................................33




VII. DISTRIBUTIONS............................................................34

                A.     Disbursing Agent...................................................34

                B.     Claim Distribution Record Date.....................................34

                         1.    Disputed Claims Reserve......................................34

                C.     Manner of Payment Under the Plan...................................35

                D.     Delivery of Distributions and Undeliverable Distributions..........35

                E.     Interest on Claims.................................................36

                F.     Compliance with Tax Requirements...................................36

                G.     Allocation of Distributions........................................37

                H.     Fractional Distributions...........................................37

                I.     De Minimis Distributions...........................................37

                J.     No Distributions On Account of Intercompany Claims.................38

                K.     Investment of Cash.................................................38

                L.     Claims Covered by Insurance........................................38

                         1.    Authorized Insurance Payments................................38

                         2.    Exhaustion of Insurance......................................39

                         3.    Coverage Denied..............................................40

                         4.    Calculation of Claim for Distributions.......................40




VIII. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................40

A. Approval of Rejection of Executory Contracts and Unexpired Leases..40

                                                                 -iii-
B. Bar Date for Filing Proofs of Claim Relating to Executory Contracts Unexpired Leases Rejected Pursuant to
the Plan...................41

IX. SETTLEMENT, EXCULPATION, INDEMNIFICATION AND RELEASES.....................41

A. Exculpation of Plan Proponents and their Agents....................41

B. Indemnification....................................................41

C. Release of Parties Entitled to Indemnification and Exculpation.....42

X. EFFECT OF CONFIRMATION OF PLAN.............................................42

A. Binding Effect of the Plan.........................................42

B. Subordination of Claims............................................43

C. Term of Bankruptcy Injunction or Stays.............................43

D. Discharge..........................................................44

XI. RETENTION OF JURISDICTION.................................................44

A. Scope of Jurisdiction..............................................44

B. Abstention.........................................................47

XII. MISCELLANEOUS ITEMS......................................................47

A. Modification/Amendment of Plan and Liquidating Trust...............47

B. Withdrawal or Revocation...........................................47

C. Result of Stay Pending Appeal/Plan Voidability.....................47

D. Notices............................................................48

E. Representation of the Debtors......................................49

F. Successors and Assigns.............................................49

G. Severability.......................................................49

H. Governing Law......................................................50

I. Headings...........................................................50

J. Saturday, Sunday or Legal Holiday..................................50

K. Incorporation of Liquidating Trust Agreement and Exhibits..........50

                                                                           -iv-
L. Post-Confirmation Status Report....................................51

M. Post-Confirmation Conversion/Dismissal.............................51

N. Supremacy Clause...................................................51

O. Final Decree.......................................................51

                                                                       -v-
I.

                                               INTRODUCTION

First Virtual Communications, Inc., a Delaware corporation, and its wholly-owned subsidiary, CUseeMe
Networks, Inc., a Delaware corporation, are the debtors and debtors in possession in the above-captioned
jointly administered Chapter 11 bankruptcy cases. On January 20, 2005, the Debtors commenced their
bankruptcy cases by each filing a voluntary Chapter 11 petition under the United States Bankruptcy Code with
the United States Bankruptcy Court for the Northern District of California, San Francisco Division. This
document is the First Amended Joint Chapter 11 Plan proposed by the Debtors and the Official Committee of
Unsecured Creditors appointed in the bankruptcy cases. Sent to you in the same envelope as this document is the
First Amended Disclosure Statement which has been approved by the Court, and which is provided to help you
understand the Plan.

This Plan is a plan of reorganization. Pursuant to this Plan, it is anticipated that the Liquidating Trustee will (1)
facilitate the Merger of FVC and U.S. Dry Cleaning, (2) make payments to Creditors and holders of Interests of
the Debtors by distributing proceeds received from the sale of the Debtors' assets and any other amounts
recovered from the prosecution of the Causes of Action, and (3) distribute the 275,698 shares of New Common
Stock to be issued to the Liquidating Trust on behalf of Creditors of the Estate pursuant to the Merger of FVC
and U.S. Dry Cleaning.

In addition, the Plan contemplates the substantive consolidation of the Debtors' Chapter 11 estates, such that all
of the assets and liabilities of each estate will be treated as one and the same. The Plan Proponents will file a
separate motion, to be heard at the same time as confirmation of the Plan, for such substantive consolidation,
which is needed to eliminate any issue over the allocation of assets and liabilities between the separate Chapter
11 estates resulting from the incomplete acquisition of CUseeMe by FVC and to avoid the substantial fees and
costs associated with making that determination.

                                                         -2-
Finally, the Plan provides for the distribution of all of the Debtors' assets in accordance with the priority scheme
set forth in the Bankruptcy Code. There may be Persons who may wish to claim a lien or other interest in such
property. Any Person who wishes to assert a lien or other interest in such property must file a written objection to
confirmation of the Plan and serve such objection on counsel for the Debtors and the Committee by no later than
October 31, 2005. Absent such an objection, the right to assert a lien or other interest in property of the Debtors'
Chapter 11 estates will be forever barred.

If confirmed, the Effective Date of the Plan shall be November 25, 2005.

II.

                                  DEFINITIONS AND INTERPRETATION

A. DEFINITIONS

In addition to such other terms as are defined in other sections of this Plan, the terms below shall have the
following meanings:

1. "ADMINISTRATIVE EXPENSE CLAIM" means a Claim under sections 503(b) and 507(a)(1) of the
Bankruptcy Code, including but not limited to: (a) the actual and necessary costs and expenses of preserving the
Estate, (b) the actual and necessary costs and expenses of operating the business of the Debtors, (c)
compensation and reimbursement of expenses for legal and other services awarded under sections 328, 330(a)
and 331 of the Bankruptcy Code, and (d) all fees and charges assessed against the Estate pursuant to Chapter
123 of Title 28, United States Code (28 U.S.C. ss.ss. 1911 et seq.).

2. "ALLOWED" means, with respect to a Claim or Equity Interest (other than an Administrative Expense Claim):

(a) A Claim or Equity Interest (i) either listed by the Debtors on their Schedules as other than disputed,
unliquidated, or contingent; or asserted in a proof of claim which was timely and properly filed or late filed with
leave of the Bankruptcy Court or by written agreement with the Debtors or the Liquidating Trustee (with the
consent of the Committee); and (ii) not objected to on or

                                                         -3-
before the expiration of the time within which to object to such Claim or Equity Interest as set forth in the Plan or
such other applicable period of limitation fixed by the Bankruptcy Code, the Bankruptcy Rules, or the
Bankruptcy Court, or as to which any objection has been withdrawn or determined by a Final Order to the
extent such objection is determined in favor of the respective holder; or

(b) A Claim or Equity Interest that has been allowed by Final Order or by stipulation between the holder of the
Claim or Equity Interest and the Liquidating Trustee as to the amount and nature of the Claim or Equity Interest.

With respect to an Administrative Expense Claim, "Allowed " means any Administrative Expense Claim for which
a request for payment was timely and properly filed and served in accordance with Article III.B.1.a of the Plan;
to the extent such request is approved by Final Order of the Bankruptcy Court, except that a request for fees and
charges assessed against the Estate pursuant to Chapter 123 of Title 28, United States Code (28 U.S.C. ss.ss.
1911 et seq.), need not be approved by Final Order of the Bankruptcy Court if such fees are not objected to on
or before the expiration of the time within which to object to such Claim as set forth in the Plan relating thereto.
Administrative Expense Claims paid prior to the Effective Date shall be deemed Allowed.

Unless otherwise specified in the Plan or by order of the Bankruptcy Court, an Allowed Claim shall not, for
purposes of computation of distributions under the Plan, include interest on such Claim from and after the Petition
Date.

3. "ALLOWED INVESTMENTS" means only the following investments: demand and time deposits, such as
short-term certificates of deposit in banks or other savings institutions rated AA or better by Moody's or
Standard & Poor's or other high quality temporary liquid investments, such as United States Treasury Bills or
Notes, or such other investments as may be authorized by the Bankruptcy Court.

4. "BANKRUPTCY CODE" means title 11 of the United States Code (i.e. 11 U.S.C. ss.ss. 101 et seq.),
including all amendments thereto, to the extent such amendments apply to the Chapter 11 Cases.

                                                         -4-
5. "BANKRUPTCY COURT" means the United States Bankruptcy Court for the Northern District of
California, San Francisco Division, or such other court as may have jurisdiction over the Chapter 11 Cases.

6. "BANKRUPTCY RULES" means the Federal Rules of Bankruptcy Procedure promulgated pursuant to 28
U.S.C. ss. 2075, including all amendments thereto, to the extent such amendments apply to the Chapter 11
Cases.

7. "BUSINESS DAY" means any day except Saturday, Sunday or any "legal holiday" as defined by Bankruptcy
Rule 9006(a).

8. "CASH" means legal tender of the United States of America.

9. "CAUSES OF ACTION" means all claims, rights and causes of action that could have been brought by or on
behalf of the Debtors, whether arising before, on or after the Petition Date, known or unknown, suspected or
unsuspected, in law or in equity, including but not limited to (a) those referred to in the Disclosure Statement, (b)
causes of action under sections 542, 544, 545, 546, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code,
(c) derivative claims, and (d) rights to setoff or recoupment. However, pursuant to the Debtors' asset purchase
agreement with RADvision, Ltd., which was approved by an order of the Bankruptcy Court, the Estate is barred
from prosecuting any causes of action against third parties having an ongoing relationship with RADvision, Ltd.

10. "CHAPTER 11 CASES" means the jointly administered cases under Chapter 11 of the Bankruptcy Code
commenced by FVC and CUseeMe, respectively, bearing case numbers 05-30145-TEC and 05-30146-TEC.

11. "CLAIM" means (a) any right to payment from any Debtor, whether or not such right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured; or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right
to payment from any Debtor, whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured; in either case,

                                                         -5-
however, only to the extent such right arose prior to the Effective Date.

12. "CLAIM DISTRIBUTION RECORD DATE" means the record date for purposes of making distributions
under the Plan, which date shall be the date of entry of the order approving the Disclosure Statement.

13. "CLASS" means a category of Claims or Equity Interests as designated in Article III of the Plan.

14. "COLLATERAL" means any property or interest in property of the Estate subject to a lien to secure the
payment or performance of a Claim, which lien is valid, perfected and enforceable under applicable law, and is
not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or
applicable state law.

15. "COMMITTEE" means the Official Committee of Unsecured Creditors appointed by the U.S. Trustee in the
Chapter 11 Cases on January 25, 2005, as constituted as of the Effective Date, and as it may thereafter be
reconstituted in accordance with the Plan.

16. "COMMITTEE'S COUNSEL" means SulmeyerKupetz, a Professional Corporation, or its successors.

17. "CONFIRMATION DATE" means the date on which the Bankruptcy Court enters the Confirmation Order.

18. "CONFIRMATION ORDER" means the order entered by the Bankruptcy Court confirming the Plan in
accordance with section 1129 of the Bankruptcy Code.

19. "CREDITOR" means the holder of a Claim, whether or not such Claim is an Allowed Claim.

20. "CUSEEME" means CUseeMe Networks, Inc., a Delaware corporation, whether as a debtor or as a debtor
in possession in the Chapter 11 Cases.

21. "DEBTORS" mean (a) First Virtual Communications, Inc., a Delaware corporation, and (2) CUseeMe
Networks, Inc., a Delaware corporation; whether as debtors or as debtors in possession in the Chapter 11
Cases.

                                                        -6-
22. "DEBTORS' COUNSEL" means Skadden, Arps, Slate, Meagher & Flom LLP, or its successors.

23. "DISCLOSURE STATEMENT" means the first amended disclosure statement describing the Plan, including
all exhibits thereto, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

24. "DISPUTED CLAIM" means with respect to a Claim proof of which has been filed with the Bankruptcy
Court and (a) which is listed on the Schedules at zero or as disputed, unliquidated, or contingent, and which has
not been resolved by written agreement between the claimant and the Liquidating Trustee, or by a Final Order; or
(b) as to which any other party in interest has filed an objection in accordance with the Bankruptcy Code, the
Bankruptcy Rules, and this Plan, which objection has not been settled, withdrawn, waived through payment, or
overruled by a Final Order. Prior to (i) the time an objection is filed and
(ii) expiration of the time within which an objection to such Claim must be filed pursuant to this Plan or a Final
Order, a Claim shall be considered a Disputed Claim to the extent that the amount of such Claim specified in a
Proof of Claim exceeds the amount of such Claim scheduled by the Debtor(s) as undisputed, noncontingent and
liquidated.

25. "DISPUTED CLAIMS RESERVE" means the reserve established in accordance with Article VI of this Plan.

26. "DISPUTED CLAIMS RESERVE ACCOUNT" means a deposit account, interest bearing if possible,
opened by the Liquidating Trustee at an F.D.I.C. insured depository institution into which shall be deposited
Cash representing Unclaimed Property and Cash sufficient to fund the Disputed Claims Reserve.

27. "EFFECTIVE DATE" means the date on which the Plan shall become effective, which is the first Business
Day at least eleven (11) days after the Confirmation Date, on which no stay of the Confirmation Order is in
effect.

28. "EMPLOYEE BENEFIT PROGRAMS" means all health, dental, flexible medical payment, pension, welfare
and retirement plans, and life and disability

                                                       -7-
insurance policies, established by the Debtors for the benefit of their employees, whether or not such plans or
programs were or had been terminated according to their terms before or after the Petition Date or during the
Chapter 11 Cases.

29. "EQUITY INTEREST" means (a) a share in the Debtors, whether or not transferable or denominated
"stock," or similar security; or (b) a warrant or right, other than a right to convert, to purchase, sell or subscribe to
a share or security.

30. "ESTATE" means the estates of the Debtors created pursuant to section 541(a) of the Bankruptcy Code, as
consolidated pursuant to Article IV.A of the Plan.

31. "EXCESS CASh" means the monies available for distribution on General Unsecured Claims, which equals
the remaining Cash held by the Liquidating Trust after payment or reservation of all amounts to be distributed
under the Plan to the holders of Administrative Expense Claims, Priority Claims, Secured Claims, and Post-
Effective Date Administrative Fees and Expenses.

32. "FINAL ORDER" means an order, judgment or other decree of the Court or any Court of competent
jurisdiction: (a) the operation or effect of which has not been stayed or reversed; (b) as to which no appeal,
review, or rehearing is pending, and as to which the time for appeal, review or rehearing has expired;
(c) as to which any right to appeal or move for review or rehearing has been waived in writing in form and
substance satisfactory to the Liquidating Trustee; or (d) as to which any appeal, review or rehearing has been
resolved, and the time to take any further appeal, review or rehearing has expired.

33. "FVC" means First Virtual Communications, Inc., a Delaware corporation, whether as a debtor or as a
debtor in possession in the Chapter 11 Cases.

34. "GENERAL UNSECURED CLAIM" means any Claim against the Debtors that is not a Secured Claim, an
Administrative Expense Claim, a Priority Claim, a Penalty Claim, a Preferred Stock Interest, a Post-Effective
Date Administrative Fee and Expense, an Old Common Stock Interest, or an Intercompany Claim.

                                                          -8-
35. "Intercompany Claim" means a Claim held by FVC against CUseeMe, or a Claim held by CUseeMe against
FVC.

36. "LIQUIDATING TRUST" means the entity established pursuant to Article IV of the Plan for the purpose of
holding and distributing the Trust Assets to the holders of Claims and Equity Interests in accordance with the
Plan.

37. "LIQUIDATING TRUST AGREEMENT" means the agreement that will create the Liquidating Trust and
govern its affairs and administration. The Liquidating Trust Agreement will be in substantially the form attached
hereto as Exhibit A.

38. "LIQUIDATING TRUSTEE" means Gregory Sterling of Receivers Incorporated, who has been appointed
Chief Restructuring Officer and designated the Estate's Responsible Individual by order dated June 7, 2005 and
who shall be appointed in accordance with the Liquidating Trust Agreement to administer the Liquidating Trust.

39. "LOCAL BANKRUPTCY RULES" means the "Bankruptcy Local Rules" adopted by the Bankruptcy
Court.

40. "MERGER" means the merger of FVC with and into U.S. Dry Cleaning that is to close on or prior to the
Effective Date and which will result in the Estate receiving 339,320 shares of New Common Stock which is
estimated to be 4.0% of the issued and outstanding common stock of U.S. Dry Cleaning as of July 15, 2005.

41. "NEW COMMON STOCK" means all shares of the common stock of the Reorganized Debtor issued on or
after the Effective Date pursuant to this Plan.

42. "OLD COMMON STOCK" means all shares of the common stock of FVC issued and outstanding
immediately before the Effective Date, any Equity Interests in FVC's common stock, and any other right or
related Claim with respect to FVC's common stock (including any Claim subordinated to the priority of FVC's
common stock in accordance with section 510 of the Bankruptcy Code).

43. "PENALTY CLAIM" means a Claim by a governmental unit for a penalty or other non-pecuniary loss.

                                                        -9-
44. "PERSON" has the meaning ascribed to such term in section 101(41) of the Bankruptcy Code.

45. "PETITION DATE" means January 20, 2005.

46. "PLAN" means this First Amended Joint Chapter 11 Plan of Reorganization, either in its present form or as
amended or modified, including all exhibits hereto.

47. "PLAN DISBURSEMENT ACCOUNT" means a deposit account opened by the Liquidating Trustee at an
F.D.I.C. insured depository institution, interest-bearing if possible, into which shall be deposited Cash for
Distributions in accordance with the Plan.

48. "Plan Proponents" means the Debtors and the Committee.

49. "POST-EFFECTIVE DATE ADMINISTRATIVE FEES AND EXPENSES" means fees and expenses
incurred by the Liquidating Trust or the Estate on or after the Effective Date, including but not limited to
compensation of Professionals, quarterly fees payable to the U.S. Trustee pursuant to 28 U.S.C. ss. 1930(a)(6),
and tax obligations.

50. "PREFERRED STOCK INTEREST" means the preferred stock of FVC issued and outstanding immediately
before the Effective Date, any Equity Interests in FVC's preferred stock, and any other right or related Claim
with respect to FVC's preferred stock (including any Claim subordinated to the priority of FVC's preferred stock
in accordance with section 510 of the Bankruptcy Code).

51. "PRIORITY CLAIM" means a Priority Non-Tax Claim or a Priority Tax Claim. For purposes of distribution
and otherwise under the Plan, an Allowed Priority Tax Claim shall not include any amounts claimed for penalties
or other non-pecuniary loss; such amounts shall be separately classified in a Class junior to all Claims for
pecuniary losses.

52. "PRIORITY NON-TAX CLAIM" means a Claim entitled to priority in payment as specified in section 507
(a) of the Bankruptcy Code, other than an Administrative Expense Claim or a Priority Tax Claim.

53. "PRIORITY TAX CLAIM" means any Claim against the Debtors or the Estate entitled to priority in payment
as specified in section 507(a)(8) of the

                                                     -10-
Bankruptcy Code. For purposes of distribution and otherwise under the Plan, an Allowed Priority Tax Claim
shall not include any amounts claimed for penalties or other non-pecuniary loss; such amounts shall be separately
classified in a Class junior to all Claims for pecuniary losses.

54. "PROFESSIONAL" means any Person or entity (a) retained in the Bankruptcy Case pursuant to an order of
the Court in accordance with sections 327 or 1103 of the Bankruptcy Code, or (b) an attorney, accountant,
appraiser, auctioneer, or other professional employed by the Liquidating Trustee or the Committee, if any, on or
after the Effective Date.

55. "PRO RATA" means, except as otherwise expressly provided in the Plan, a number (expressed as a
percentage) equal to the proportion that an Allowed Claim or Equity Interest in a particular Class bears to the
aggregate amount of: (a) Allowed Claims or Equity Interests, plus (b) Disputed Claims or Equity Interest (in their
aggregate face amount) in such Class as of the date of determination.

56. "REORGANIZED DEBTOR" means First Virtual Communications, Inc., a Delaware corporation, as of the
Effective Date and thereafter, as reorganized pursuant to this Plan and the Confirmation Order, to be known as
U.S. Dry Cleaning Corporation.

57. "SCHEDULES" means the schedules of assets and liabilities and the statement of financial affairs filed by the
Debtors as required by section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, including any
supplements or amendments thereto through the Confirmation Date.

58. "SECURED CLAIM" means a Claim held by any Person against the Debtors or the Estate that is secured by
Collateral, but only to the extent of the value, as set forth in the Plan, as agreed to by the holder of such Claim
and the Estate, or as determined by a Final Order of the Bankruptcy Court pursuant to section 506(a) of the
Bankruptcy Code, of such entity's interest in the Estate's interest in such property; provided, however, that a
Secured Claim shall not include any portion of the Claim to the extent that the value of such entity's interest in the
Estate's interest in such property is less than the amount of such Claim.

                                                        -11-
59. "SECURED NON-TAX CLAIM" means a Secured Claim other than a Secured Tax Claim.

60. "SECURED TAX CLAIM" means a Secured Claim of a governmental unit. For purposes of distribution and
otherwise under the Plan, an Allowed Secured Tax Claim shall not include any amounts claimed for penalties or
other non-pecuniary loss; such amounts shall be separately classified in a Class junior to all Claims for pecuniary
losses.

61. "TRUST ASSETS" means all property held by the Liquidating Trust, including, but not be limited to: (a)
property of the Estate transferred to the Liquidating Trust in accordance with Article IV.C.3 of the Plan, (b) any
amounts recovered by the Liquidating Trust from the prosecution of Causes of Action, (c) the 275,698 shares of
New Common Stock to be issued to the Liquidating Trust on behalf of Creditors of the Estate pursuant to the
Merger of FVC and U.S. Dry Cleaning, and (d) any other property of the Estate received or recovered by the
Liquidating Trust.

62. "U.S. DRY CLEANING" means U.S. Dry Cleaning Corporation, a Delaware Corporation.

63. "U.S. TRUSTEE" means the United States Trustee appointed to serve in the Northern District of California
pursuant to 28 U.S.C. ss. 581.

B. INTERPRETATION; RULES OF CONSTRUCTION; COMPUTATION OF TIME

1. Any term used in this Plan that is not defined herein, whether in this Article II or elsewhere, but that is used in
the Bankruptcy Code or the Bankruptcy Rules, has the meaning subscribed to that term in (and shall be
construed in accordance with the rules of construction under) the Bankruptcy Code or the Bankruptcy Rules.

2. The words herein, hereof, hereto, hereunder and others of similar import refer to this Plan as a whole and not
to any particular article, section, subsection or clause contained in this Plan.

3. Unless specified otherwise in a particular reference, a reference in this Plan to an article or a section is a
reference to that article or section of this Plan.

                                                         -12-
4. Any reference in this Plan to a document being in a particular form means that the document shall be in
substantially such form.

5. Any reference in this Plan to an existing document means such document, and any amendments, modifications
or supplements thereto.

6. Whenever it is appropriate from the context, each term stated in either the singular or the plural shall include
both the singular and the plural.

7. In addition to the foregoing, the rules of construction set forth in section 102 of the Bankruptcy Code shall
apply to this Plan.

8. In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a)
shall apply.

9. All Exhibits to this Plan are incorporated into this Plan, and shall be deemed included in this Plan, regardless of
when filed with the Court.

                                                         III.

               CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A. GENERAL OVERVIEW

As required by the Bankruptcy Code, the Plan classifies Claims and Equity Interests into various classes
according to their right to priority of payments as provided in the Bankruptcy Code. The Plan states whether
each class of Claims or Equity Interests is impaired or unimpaired. The Plan provides the treatment each Class
will receive under the Plan.

B. UNCLASSIFIED CLAIMS

Certain types of Claims are not placed into voting Classes; instead, they are unclassified. They are not considered
impaired and they do not vote on the Plan because they are automatically entitled to specific treatment provided
for them in the Bankruptcy Code. As such, the Plan Proponents have not placed the following Claims into a
Class. The treatment of these Claims is provided below.

                                                        -13-
1. ADMINISTRATIVE EXPENSE CLAIMS

a. Bar Date for Requests

Except for requests by Professionals for fees and reimbursement of expenses, all requests for payment of
Administrative Expense Claims must be filed with the Bankruptcy Court and served on the Liquidating Trustee,
the Committee's Counsel, and the U.S. Trustee on or before ten (10) days after the Effective Date. Any Person
who fails to file a request for payment of an Administrative Expense Claim in accordance with the Plan shall be
forever barred from asserting such Administrative Expense Claim against the Debtors, the Estate or the
Liquidating Trust, and shall receive no distribution under the Plan. Notwithstanding this deadline, anyone whose
Administrative Expense Claims have been paid in full by the Debtors prior to the Effective Date need not comply
with this subsection.

Any objection to a request for payment of an Administrative Expense Claim must be filed within the time period,
and served upon the parties specified in, the applicable Local Bankruptcy Rules and this Plan.

b. Treatment

Each holder of an unpaid and Allowed Administrative Expense Claim shall receive an amount in Cash equal to
the Allowed amount of such Claim on or as soon as reasonably practicable after the later of (i) the Effective Date,
or
(ii) the date such Administrative Expense Claim becomes Allowed; provided, however, that an Allowed
Administrative Expense Claim that is a post-Petition Date trade payable incurred by the Debtors in the ordinary
course of business during the Chapter 11 Cases shall be paid in the ordinary course of business in accordance
with the terms and conditions of any agreements relating thereto. Distributions to holders of Administrative
Expense Claims under the Plan shall be made by the Liquidating Trustee.

2. PRIORITY TAX CLAIMS

In accordance with section 1129(a)(9)(C) of the Bankruptcy Code, each holder of an unpaid and Allowed
Priority Tax Claim shall receive an amount in

                                                       -14-
Cash equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the later of (i) the
Effective Date, (ii) the date such Priority Tax Claim becomes Allowed; or (iii) if the payment on the Claim is not
due as of the Effective Date, the date the payment is due in the ordinary course of the Debtors' business. For
purposes of distribution and otherwise under the Plan, an Allowed Priority Tax Claim shall not include any
amounts claimed for penalties or other non-pecuniary loss; such amounts shall be separately classified in a Class
junior to all other Classes for pecuniary losses. Distributions to holders of Priority Tax Claims under the Plan shall
be made by the Liquidating Trustee.

C. CLASSIFIED CLAIMS AND INTERESTS

1. CLASS 1 - SECURED TAX CLAIMS

a. Impairment and Voting

Class 1 is impaired by the Plan, and holders of Class 1 Claims are entitled to vote on the Plan.

b. Treatment

Unless otherwise agreed, each holder of an unpaid and Allowed Class 1 Claim shall receive an amount in Cash
equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the later of: (i) the
Effective Date, (ii) the date such Claim becomes Allowed; or (iii) if the payment on the Claim is not due until after
the Effective Date, the date the payment is due in the ordinary course of the Debtors' business. No deficiency
claim will be Allowed, as set forth in section 502(b)(3) of the Bankruptcy Code. For purposes of distribution and
otherwise under the Plan, an Allowed Secured Tax Claim shall not include any amounts claimed for penalties or
other non-pecuniary loss; such amounts shall be separately classified in a Class junior to all other Classes for
pecuniary losses. Distributions to holders of Class 1 Claims under the Plan shall be made by the Liquidating
Trustee.

                                                        -15-
2. CLASS 2 - SECURED NON-TAX CLAIMS

a. Impairment and Voting

Class 2 is not impaired by the Plan, and holders of Class 2 Claims are not entitled to vote on the Plan. Holders of
Class 2 Claims are conclusively presumed to have accepted the Plan.

b. Treatment

Each unpaid Allowed Class 2 Claim shall (i) be reinstated or rendered unimpaired in accordance with section
1124 of the Bankruptcy Code, or (ii) receive such other treatment as the Liquidating Trustee, the Committee and
the holder of the Claim agree to in writing. The Liquidating Trustee shall satisfy any obligations resulting from such
reinstatement or agreement.

3. CLASS 3 - PRIORITY NON-TAX CLAIMS

a. Impairment and Voting

Class 3 is not impaired by the Plan, and holders of Class 3 Claims are not entitled to vote on the Plan. Holders of
Class 3 Claims are conclusively presumed to have accepted the Plan.

b. Treatment

Unless otherwise agreed, each holder of an Allowed Class 3 Claim shall receive an amount in Cash equal to the
Allowed amount of such Claim on or as soon as reasonably practicable after the later of (i) the Effective Date, (ii)
the date such Claim becomes Allowed; or (iii) if the payment on the Claim is not due as of the Effective Date, the
date the payment is due in the ordinary course of the Debtors' business. Distributions to holders of Class 3
Claims under the Plan shall be made by the Liquidating Trustee.

4. CLASS 4 - GENERAL UNSECURED CLAIMS

a. Impairment and Voting

Class 4 is impaired by the Plan, and holders of Class 4 Claims are entitled to vote on the Plan.

                                                        -16-
b. Treatment

Except to the extent that a holder of a General Unsecured Claim agrees to different treatment, each holder of an
Allowed Class 4 Claim shall receive an amount equal to no more than the Allowed amount of such Claim of the
following in order: (1) New Common Stock equal in number to the Pro Rata share of 275,698 shares of New
Common Stock, and (2) Cash equal to the Pro Rata share of the remaining Cash held by the Liquidating Trust
after payment or reservation of all amounts to be distributed under the Plan to the holders of Administrative
Expense Claims, Priority Claims, Secured Claims, and Post-Effective Date Administrative Fees and Expenses.
Distributions will be made to Creditors holding General Unsecured Claims as soon as practicable after all of the
Trust Assets have been liquidated (other than the New Common Stock) and all Disputed Claims have been
resolved in accordance with Article VI of the Plan. If appropriate, the Liquidating Trust may authorize interim
distributions. Distributions to holders of General Unsecured Claims under the Plan shall be made by the
Liquidating Trustee.

5. CLASS 5 - PENALTY CLAIMS

a. Impairment and Voting

Class 5 is impaired by the Plan, and holders of Class 5 Penalty Claims are entitled to vote on the Plan.

b. Treatment The Plan Proponents expect that there will not be any funds available for distribution to holders of
Class 5 Penalty Claims. However, if the aggregate value of the New Common Stock, as determined in
accordance with Article IV.C of the Plan, and Excess Cash exceeds the amount of Class 4 Claims, and except to
the extent that a holder of an Allowed Class 5 Penalty Claim agrees to a different treatment, each holder of an
Allowed Class 5 Penalty Claim shall receive an amount in Cash equal to its Pro Rata share of any Excess Cash
remaining after Class 4 Claims have been paid in full with pre-petition interest. Distributions will be made to
holders of Class 5 Penalty Claims as soon as practicable once all of the Debtors' assets have been liquidated and
all Disputed Claims have been resolved in accordance with Article VI of this Plan. Distributions to holders of
Class 5 Penalty Claims under the Plan shall be made by the Liquidating Trustee.

6. CLASS 6 - PREFERRED STOCK INTERESTS

a. Impairment and Voting

Class 6 is impaired by the Plan, and holders of Class 6 Preferred Stock Interests are entitled to vote on the Plan.

b. Treatment

The Plan Proponents expect that there will not be any funds available for distribution to holders of Class 6 Stock
Interests. However, if the value of the New Common Stock, as determined in accordance with Article IV.C of
the Plan, and Excess Cash exceeds the amount of Class 4 Claims and Class 5 Claims, and except to the extent
that a holder of an Allowed Class 6 Preferred Stock Interest agrees to a different treatment, each holder of an
Allowed Class 6 Preferred Stock Interest shall receive an amount in Cash equal to its Pro Rata share of any
Excess Cash remaining after Class 5 Claims have been paid in full with pre-petition interest. Distributions will be
made to holders of Class 6

                                                       -17-
Preferred Stock Interests as soon as practicable once all of the Debtors' assets have been liquidated and all
Disputed Claims have been resolved in accordance with Article VI of this Plan. Distributions to holders of Class
6 Preferred Stock Interests under the Plan shall be made by the Liquidating Trustee. All Class 6 Preferred Stock
Interests shall be cancelled and extinguished on the Effective Date.

7. CLASS 7 - OLD COMMON STOCK INTERESTS

a. Impairment and Voting

Class 7 is impaired by the Plan. Because holders of Class 7 Old Common Stock Interests are not entitled to
receive or retain any property under the Plan, holders of Class 7 Old Common Stock Interests are deemed not
to have accepted the Plan.

                                                      -18-
b. Treatment

On the Effective Date, Class 7 Old Common Stock Interests shall be cancelled and extinguished and holders of
Class 7 Old Common Stock Interests shall not be entitled to, and shall not receive, any property or interest in
property on account of such Class 7 Old Common Stock Interests; provided, however, that after payment of all
Class 6 Preferred Stock Interests in full, each holder of a Class 7 Old Common Stock Interest shall receive an
amount equal to such holder's Pro Rata share of any remaining Cash held by the Liquidating Trust.

IV.

                MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN

A. SUBSTANTIVE CONSOLIDATION

On the Effective Date, all assets of FVC and CUseeMe shall be deemed merged and treated as though they
were held by a single entity, and all liabilities of FVC and CUseeMe shall be treated as though they were owed
by a single entity, for all purposes related to the Plan, including, but not limited to, voting, confirmation, and
distribution. No distributions shall be made under the Plan on account of any Intercompany Claim. Any and all
obligations of FVC arising from guarantees of CUseeMe's liabilities, and any and all obligations of CUseeMe
arising from guarantees of FVC's liabilities, shall be deemed eliminated so that any Claim against one of the
Debtors and any guarantee thereof executed by the other Debtor and any joint or several liability of any of the
Debtors shall be deemed to be one obligation of the consolidated Debtors, and each and every Claim filed or to
be filed in the Chapter 11 Cases shall be deemed filed against the consolidated Debtors. Such substantive
consolidation shall not (other than for purposes related to the Plan) affect the legal and corporate structures of the
Debtors.

B. FUNDING FOR THE PLAN

The Plan will be funded by the Trust Assets, which include (a) all property of the Estate transferred to the
Liquidating Trust in accordance with this Article of the Plan, (b) any amounts recovered by the Liquidating Trust
from the

                                                        -19-
prosecution of Causes of Action, (c) the 275,698 shares of New Common Stock to be issued to the Liquidating
Trust on behalf of Creditors of the Estate pursuant to the Merger of FVC and U.S. Dry Cleaning, and (d) any
other property of the Estate received or recovered by the Liquidating Trust.

C. MERGER WITH U.S. DRY CLEANING

On the Effective date, U.S. Dry Cleaning will merge with and into FVC. Upon successful completion of the
Merger, the Liquidating Trust shall receive the 275,698 shares of New Common Stock for the benefit of the
beneficiaries of the Liquidating Trust in accordance with the Plan, the Liquidating Trust Agreement, the
Confirmation Order and applicable law. In accordance with the order approving the retention of Gregory Sterling
as Chief Restructuring Officer, he will receive 0.75% of common stock in the Reorganized Debtor, or 63,622
shares of New Common Stock, upon successful completion of the Merger; the 63,622 shares of New Common
Stock to be issued to Gregory Sterling are in addition to the 275,698 shares of New Common Stock to be
issued to the Liquidating Trust.

For purposes of calculating distributions to be made under the Plan, the value of the 275,698 shares of New
Common Stock shall be calculated based upon the average closing bid price for a share of stock for the five (5)
trading days prior to the close of trading on the sixtieth (60th) day following the first day that such stock was
traded publicly. The Liquidating Trustee shall not distribute any of the New Common Stock any earlier than the
later of (a) the sixtieth (60th) day following the first day that such stock was traded publicly, and (b) the date of
the initial distribution (other than New Common Stock) to holders of Class 4 General Unsecured Claims.

D. THE LIQUIDATING TRUST

1. APPOINTMENT OF LIQUIDATING TRUSTEE

Gregory Sterling of Receivers Incorporated, who has been appointed Chief Restructuring Officer and designated
the Estate's Responsible Individual

                                                        -20-
by order dated June 7, 2005, shall be appointed Liquidating Trustee in the Confirmation Order. Such
appointment is subject to the terms of the Liquidating Trust Agreement.

2. ESTABLISHMENT OF LIQUIDATING TRUST

On the Effective Date, the Debtors and the Liquidating Trustee shall execute the Liquidating Trust Agreement and
shall take all other steps necessary to establish the Liquidating Trust. The Liquidating Trust shall be represented
by, and shall act through, the Liquidating Trustee, and the affairs and administration of the Liquidating Trust shall
be governed by the Plan, the Confirmation Order, the Liquidating Trust Agreement, and applicable bankruptcy
and non-bankruptcy law.

3. TRANSFER OF ASSETS TO THE LIQUIDATING TRUST

On the Effective Date, the Debtors shall transfer all of the Trust Assets to the Liquidating Trust, except for assets,
including the Debtors' computer system, needed to consummate the anticipated Merger of FVC and U.S. Dry
Cleaning. The Debtors shall also execute and deliver all documents reasonably required by the Liquidating Trust,
including the endorsement of any instruments, all business records of the Debtors, and authorizations to permit the
Liquidating Trust to access all bank records, tax returns, and other files and records of the Debtors. All business
records of the Debtors transferred to the Liquidating Trust shall constitute the business records of the Liquidating
Trust pursuant to Federal Rule of Evidence 803(b) in any subsequent legal proceeding(s). The Liquidating Trust,
after the Effective Date, shall control all of the Debtors' applicable legal privileges, including control over the
attorney-client privilege, for matters arising from or relating to transactions occurring, in whole or in part, prior to
the Effective Date. Holders of Claims and Interests and other parties bound by the Plan shall look solely to the
Liquidating Trust for distributions to be made pursuant to the Plan, and the Reorganized Debtor will have no
liability for pre-confirmation liabilities or obligations of the Debtors.

On the Effective date, U.S. Dry Cleaning will merge with and into FVC. Upon successful completion of the
Merger, the Liquidating Trust shall receive the 275,698 shares of New Common Stock for the benefit of the
beneficiaries of the Liquidating Trust in accordance with the Plan, the

                                                         -21-
Liquidating Trust Agreement, the Confirmation Order and applicable law. In accordance with order approving
the retention of Gregory Sterling as Chief Reorganization Officer, he will receive 0.75% of common stock in the
Reorganized Debtor or 63,622 shares of New Common Stock, upon successful completion of the Merger; the
63,622 shares of New Common Stock to be issued to Gregory Sterling are in addition to the 275,698 shares of
New Common Stock to be issued to the Liquidating Trust.

For purposes of calculating distributions to be made under the Plan, the value of the 275,698 shares of New
Common Stock shall be calculated based upon the average closing bid price for a share of stock for the five (5)
trading days prior to the close of trading on the sixtieth (60th) day following the first day that such stock was
traded publicly. The Liquidating Trustee shall not distribute any of the New Common Stock any earlier than the
later of (a) the sixtieth (60th) day following the first day that such stock was traded publicly, and (b) the date of
the initial distribution (other than New Common Stock) to holders of Class 4 General Unsecured Claims.

The transfer of assets to the Liquidating Trust shall be treated for federal income tax purposes and for all
purposes of the Internal Revenue Code of 1986, as amended (the "Tax Code") (e.g., sections 61(a)(12), 483,
1001, 1012 and 1274), as a transfer to creditors to the extent creditors are beneficiaries of the Liquidating Trust.
The transfer will be treated as a deemed transfer to the beneficiary-creditors followed by a deemed transfer by
the beneficiary-creditors to the Liquidating Trust. The beneficiaries of the Liquidating Trust shall be treated as the
grantors and deemed owners of the Liquidating Trust for federal income tax purposes.

4. RIGHTS, POWERS AND DUTIES OF LIQUIDATING TRUST/TRUSTEE

The Liquidating Trustee shall have all rights, powers and duties specified in this Plan, the Liquidating Trust
Agreement, the Confirmation Order and applicable law. The Liquidating Trustee's duties shall include, but not be
limited to, converting to Cash the Trust Assets, making timely distributions, and not unduly prolonging the
duration of the Liquidating Trust. The Liquidating

                                                        -22-
Trustee's rights and powers shall include, but not be limited to, the rights and powers of a debtor in possession
under section 1107 of the Bankruptcy Code, the power to administer the Trust Assets, the power to prosecute
any Causes of Action for the benefit of the Liquidating Trust in the event the Committee fails to do so, and to
otherwise perform the functions and take the actions provided for or permitted in the Liquidating Trust
Agreement. On the Effective Date, the Liquidating Trustee and the Committee shall be designated and serve as
representatives of the Estate in accordance with section 1123(b)(3)(B) of the Code. Committee's Counsel shall
have authority to prosecute Causes of Action on behalf of the Liquidating Trustee.

5. Prosecution of Causes of Action

The Committee and the Liquidating Trustee may, but are not required to, prosecute, settle, adjust, retain, enforce
or abandon any Cause of Action as representatives of the Estate under Section 1123(b) of the Bankruptcy Code
or otherwise in accordance with the Plan and the Liquidating Trust Agreement. Any and all proceeds generated
from the prosecution of the Causes of Action shall constitute property of the Liquidating Trust to be distributed in
accordance with the Plan. The Liquidating Trust shall not be subject to any counterclaims in respect of the
Causes of Action; provided, however, that the Causes of Action will be subject to any setoff rights to the same
extent as if the Debtors had pursued the Causes of Action themselves.

Notwithstanding any provision or interpretation to the contrary (except Article IX of this Plan), nothing in the Plan
or the Confirmation Order, including the entry thereof, or the Liquidating Trust Agreement shall constitute or be
deemed to constitute a release, waiver, relinquishment or bar, in whole or in part, of any Causes of Action
possessed by the Estate or the Debtors prior to the Effective Date. In the event that the Bankruptcy Court, or
any other court of competent jurisdiction, determines that the assignment of any Causes of Action to the
Liquidating Trust pursuant to this Plan is invalid or does not grant to the Liquidating Trust the standing to pursue
such Causes of Action, then in such case the Liquidating Trust shall be deemed appointed as the

                                                        -23-
representative of the Estate for purposes of pursuing such Causes of Action, and the proceeds thereof shall be
distributed in accordance with the terms of the Plan.

6. POST-EFFECTIVE DATE ADMINISTRATIVE FEES AND EXPENSES

Except as otherwise ordered by the Bankruptcy Court, this Plan or the Liquidating Trust Agreement, the amount
of any reasonable Post-Effective Date Administrative Fees and Expenses shall be paid by the Liquidating Trustee
in Cash in accordance with the Liquidating Trust Agreement. The Liquidating Trustee shall also comply with all
reporting requirements of the U.S. Trustee. The Liquidating Trustee shall have the authority to employ counsel by
order of the Bankruptcy Court upon a duly-filed application in accordance with the Bankruptcy Code and
Bankruptcy Rules.

7. DISSOLUTION OF LIQUIDATING TRUST

Upon completion of its function as designated in this Plan and in the Liquidating Trust Agreement, the Liquidating
Trust shall be dissolved.

E. EMPLOYEE ISSUES

1. EMPLOYEES

As of the Effective Date, the then-current directors, officers and other employees of the Debtors shall be relieved
of their positions and corresponding duties and obligations, and shall be deemed terminated "without cause,"
including for purposes of any employment agreements or severance obligations, in addition to any rejection of
employment agreements or severance obligations in accordance with Article VIII.

2. TREATMENT OF EMPLOYEE BENEFIT PROGRAMS

Except as otherwise provided in this Plan, as soon as practicable following the Effective Date, to the extent not
otherwise accomplished prior to the Effective Date, all Employee Benefit Programs shall be deemed terminated in
accordance with their terms without further action by the Debtors, the Estate, the Liquidating Trustee, or the
Committee. All rights are reserved to assert that the agreements underlying any of the Employee Benefit
Programs constitute executory contracts that are rejected pursuant to Article VIII of this Plan. The Liquidating
Trustee, in consultation with the Committee, shall take any actions

                                                       -24-
and make payment of the actual amount, if any, required to be contributed to or on account of an employee
program to permit the termination of such program and discharge all benefit liabilities to participants and
beneficiaries of such program.

F. DISSOLUTION OF CUSEEME

As of the Effective Date, CUseeMe, after having transferred all of its property to the Liquidating Trust pursuant
to the Plan, and after having terminated the employment of all employees, if any, shall be deemed dissolved
without the necessity for any further actions, except for such administrative actions as may be necessary to carry
out the purposes of the Plan and wind-up its affairs; provided, however, that CUseeMe or the Liquidating
Trustee shall file with the Secretary of State for its state of incorporation a certificate of dissolution and/or other
document necessary for dissolution, which may be executed by an officer of CUseeMe (or the Liquidating
Trustee) without the need for approval by the Board of Directors or Equity Interest holders or compliance with
non-bankruptcy law.

F. EXEMPTION FROM REGISTRATION

The 339,320 shares of New Common Stock issued pursuant to the Plan to holders of Allowed Claims shall be
issued pursuant to the exemption contained in section 1145 of the Bankruptcy Code from the requirements of
section 5 of the Securities Act of 1933, and other applicable federal, state or local law requiring registration. The
shares subject to the exemption of Section 1145 of the Bankruptcy Code include the 63,622 shares to be issued
to Gregory Sterling in partial satisfaction of his administrative claim for services rendered to the Estate as the
Chief Restructuring Officer in accordance with the order authorizing his employment.

G. AMENDMENTS TO ARTICLES OF INCORPORATION

On the Effective Date, the Board of Directors of the Reorganized Debtor shall be authorized to amend the
Articles of Incorporation and Bylaws to accomplish the following:

                                                         -25-
1. Authorize the issuance of fifty million (50,000,000) shares of the Reorganized Debtor's common stock, fifty
million (50,000,000) shares of the Reorganized Debtor's Series B common stock, and twenty million
(20,000,000) shares of the Reorganized Debtor's preferred stock. The Board of Directors shall determine in their
discretion the rights, privileges and restrictions granted or imposed on such shares;

2. Effect a quasi-reorganization for accounting purposes;

3. Issue shares to carry out any transaction contemplated in the Plan without solicitation of or notice to
shareholders;

4. Take all action necessary and appropriate to carry out the terms of the Plan, including, but not limited to, a
name change for the Reorganized Debtor to U.S. Dry Cleaning Corporation.

5. Amend the Reorganized Debtor's Articles of Incorporation and/or Bylaws to provide the maximum
indemnification or other protections to the Reorganized Debtor's officers, directors and agents and employees
allowed under applicable law;

6. In accordance with Section 1123(a)(b) of the Code, include within its charter a provision prohibiting the
issuance of nonvoting equity securities;

7. Institute one or more stock option, stock grant, and director/officer programs to an amount up to twenty
percent (20%) of the total issued and outstanding shares of New Common Stock ninety (90) days after the
Effective Date.

H. TAKING REQUIRED ACTIONS

Without shareholder approval, the Board of Directors of the Reorganized Debtor shall be authorized to take any
and all action necessary or appropriate to effectuate any amendments to the Reorganized Debtor's Certificate of
Incorporation and/or Bylaws called for under the Plan and the Board of Directors and officers of the Reorganized
Debtor shall be authorized to execute, verify, acknowledge, file and publish any and all instruments or documents
that may be required to accomplish same.

                                                        -26-
V.

                                              THE COMMITTEE

A. SURVIVAL OF THE COMMITTEE

Except as otherwise provided in the Plan, the Committee shall continue, as presently constituted in the Chapter
11 Cases, after the Effective Date and shall exercise the rights and powers set forth in this Article.

B. RIGHTS, POWERS AND DUTIES OF THE COMMITTEE

1. POWERS OF COMMITTEE, GENERALLY

After the Effective Date and until the Chapter 11 Cases are closed or dismissed, the Committee shall continue to
have all the powers and duties provided under section 1103 of the Bankruptcy Code and the Plan. The
Committee is also appointed as an additional representative of the Estate under section 1123(b)(3) of the
Bankruptcy Code, subject to the limitations set forth in the Plan and the Liquidating Trust Agreement.

2. POWERS OF THE COMMITTEE OVER THE LIQUIDATING TRUSTEE

With respect to the Liquidating Trustee, the Committee shall have the power to (a) monitor and supervise the
Liquidating Trustee; (b) remove the Liquidating Trustee upon a majority vote of the Committee approving such
removal and thirty (30) days' written notice to the Liquidating Trustee; (c) appoint a replacement Liquidating
Trustee (in the event that the Liquidating Trustee voluntarily resigns or is removed by the Committee) upon a
majority vote of the Committee; (d) in the event of a breach by the Liquidating Trustee, take such action as the
Committee deems necessary to protect the interests of the Estate or the beneficiaries of the Liquidating Trust; and
(e) prosecute Causes of Action on behalf of the Estate, the Liquidating Trust and Liquidating Trustee.

C. REPLACEMENT AND REMOVAL OF COMMITTEE MEMBERS

Committee members shall have the right to resign upon ten (10) days' written notice to the Committee. In
addition, a Committee member may be removed if a majority of the entire Committee (not including the named
member) finds

                                                       -27-
there is cause, and written notice is provided to the affected member. Cause shall include, but is not limited to:

(i) Intentional violation of Committee Bylaws;

(ii) Willful failure to disclose to the Committee facts that give rise to a conflict of interest in any matter upon which
the Committee member participates in Committee deliberations or voting;

(iii) The member no longer holds a General Unsecured Claim against the Estate;

(iv) The designated representative of the Committee member frequently fails to participate (by telephone or in
person) in Committee meetings and telephone conferences, and the Committee, in good faith believes that
unsecured creditors would be better served by a replacement; or

(v) The presence of circumstances that makes the member incapable of representing the interests of unsecured
creditors.

The Bankruptcy Court shall retain exclusive jurisdiction over any dispute between the Committee and the
removed member with respect to whether cause for removal exists. Upon resignation or removal, the Committee
member shall be discharged from any further duties.

If a Committee member is removed or resigns, the Committee, by majority vote of the remaining Committee
members, shall select a replacement member. The selected replacement shall represent interests similar to those
of the removed or resigned member; provided, however, that no Person may be selected as a member of the
Committee unless such Person holds a General Unsecured Claim against the Debtors and the Estate.

D. LIABILITY OF THE COMMITTEE AND ITS MEMBERS

1. STANDARD OF CARE

Except in the case of willful misconduct or gross negligence, neither the Committee nor any member thereof shall
be liable for any loss or damage by

                                                          -28-
reason of any action taken or omitted by it pursuant to the discretion, power, and authority conferred by the Plan
or Bankruptcy Court orders.

2. NO IMPLIED OBLIGATIONS

There are no implied covenants or obligations of the Committee or its members except for those that are in the
Plan or Confirmation Order.

3. ADVICE OF PROFESSIONALS

In the exercise or administration of any powers granted under the Plan, or in the performance of any of the
Committee's duties and obligations in connection therewith, the Committee may consult with and act directly or
through any Professional. Neither the Committee nor its members shall be liable for anything done, suffered or
omitted in good faith in accordance with the advice or opinion of any Professional.

4. EXCULPATION OF THE COMMITTEE

The Committee shall have no duties or obligations to the Estate or the Liquidating Trust except as set forth in the
Plan and the Confirmation Order.

5. INDEMNIFICATION OF THE COMMITTEE

Neither the Committee nor any Committee member shall be liable to any individual creditor, and shall be liable
only to the Estate, for acts or omissions related to performance of its duties for the Estate. The Committee shall
be liable to the Estate only for such of its own acts as shall constitute willful misconduct or gross negligence.
Except as provided herein, the Committee shall be defended, held harmless, and indemnified by the Estate against
any and all losses, claims, costs, expenses, and liabilities (including reasonable legal fees and expenses) asserted
by any Person other than the Estate and any costs of defending any action brought by any Person other than the
Estate to which the Committee may be subject by reason of its execution in good faith of its duties under the Plan
and the Confirmation Order and in a manner the Committee reasonably believes to be in the best interests of the
Estate. This indemnity is intended to be and shall be interpreted as providing indemnity to the fullest extent
permissible under California law.

                                                       -29-
E. EMPLOYMENT AND COMPENSATION OF COMMITTEE'S COUNSEL

1. After the Effective Date, the employment of Committee's Counsel by the Estate shall continue post-
Confirmation on the same terms and conditions as its employment in the Chapter 11 Cases. Committee's Counsel
shall monitor the post-Confirmation activities of the Liquidating Trust, advise the Committee of such activities and
perform all reasonably necessary actions to ensure the execution of the Plan. The Committee may not employ
additional Professionals absent an order of the Bankruptcy Court, after a hearing on notice to the Liquidating
Trustee, the U.S. Trustee, and parties requesting post-confirmation notice. Committee's Counsel shall be
compensated from assets of the Estate, with such compensation being subject to approval by the Bankruptcy
Court on notice to the Committee, the Liquidating Trustee, the U.S. Trustee and parties requesting post-
confirmation notice.

2. Committee members shall serve without compensation, but shall be entitled to reimbursement of reasonable
and necessary out of pocket expenses. Committee members shall submit a detailed invoice to the Liquidating
Trustee, which invoice shall be paid within thirty (30) days of the submission thereof. If the Liquidating Trustee
objects to a portion of the invoice, the Liquidating Trustee shall timely pay the undisputed portion of the invoice
and shall reserve monies in the amount of the disputed invoice pending resolution of the objection by (a) written
agreement between the member submitting the invoice and the Liquidating Trustee, or (b) resolution of the
disputed amount by the Bankruptcy Court pursuant to a Final Order. Committee members shall also be entitled
to coverage by an errors and omissions policy to indemnify them against claims, including defense costs, to the
same extent as the Liquidating Trustee.

                                                        -30-
VI.

                                             DISPUTED CLAIMS

A. OBJECTIONS TO CLAIMS

1. AUTHORITY TO PROSECUTE CLAIM OBJECTIONS

Unless otherwise ordered by the Bankruptcy Court after notice and a hearing, and except as expressly provided
herein, from and after the Effective Date the Liquidating Trustee and the Committee shall have the exclusive right
to file objections to Claims and Equity Interests. As to objections filed by the Debtors or the Committee prior to
the Effective Date but not resolved or determined before the Effective Date, the Liquidating Trustee and the
Committee shall be vested on the Effective Date with all rights, interests, and authority of the Debtors or the
Committee with respect to the objections.

2. CLAIMS OBJECTION DEADLINE

Except as otherwise provided in the Plan, the deadline for objecting to Claims shall be one hundred eighty (180)
days after the Effective Date or as may be further extended by order of the Bankruptcy Court; provided,
however, that if the holder of the Claim is a debtor under any Chapter of the Bankruptcy Code, then the deadline
shall be one hundred eighty (180) days after the Liquidating Trustee or the Committee obtains relief from stay or
other relief which will permit the filing of an objection to such Claim.

3. NO DISTRIBUTIONS PENDING ALLOWANCE

Notwithstanding any other provision of the Plan, no Cash or other property shall be distributed under the Plan on
account of any Claim or portion thereof unless and until such Claim or portion thereof becomes Allowed.

4. AUTHORITY TO SETTLE DISPUTED CLAIMS

From and after the Effective Date, the Liquidating Trustee and the Committee shall be authorized to compromise
or settle, pursuant to Bankruptcy Rule 9019 and section 105(a) of the Bankruptcy Code, Disputed Claims or
Equity Interests that are not Allowed hereunder or by Final Order of the Bankruptcy

                                                       -31-
Court in accordance with the following procedures, which shall constitute sufficient notice in accordance with the
Bankruptcy Code and the Bankruptcy Rules for compromise or settlement of claims:

a. If the proposed amount at which the Disputed Claim to be Allowed is less than or equal to $10,000, the
Liquidating Trustee or the Committee, as appropriate, shall be authorized and empowered to settle the Disputed
Claim and execute necessary documents, including a stipulation of settlement or release, upon (i) the Liquidating
Trustee or the Committee's receipt of the consent (such consent not to be unreasonably withheld) of the
Committee in the case of a settlement by the Liquidating Trustee or the consent of the Liquidating Trustee in the
case of a settlement by the Committee, or (ii) Bankruptcy Court approval of such settlement after a hearing on
notice to the Liquidating Trustee or the Committee, as appropriate, the U.S. Trustee and parties requesting post-
confirmation notice; and

b. If the proposed amount at which the Disputed Claim is to be Allowed is greater than $10,000, the Liquidating
Trustee or the Committee (as appropriate) shall be authorized and empowered to settle such Disputed Claim and
execute necessary documents, including a stipulation of settlement or release, only upon receipt of Bankruptcy
Court approval of such settlement after a hearing on notice to the Liquidating Trustee or the Committee, as
appropriate, the U.S. Trustee and parties requesting post-confirmation notice.

B. SETOFFS

The Liquidating Trustee may, in accordance with section 553 of the Bankruptcy Code and applicable non-
bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant to the Plan on
account of such Claim (before any distribution is made on account of such Claim), the claims, rights and causes of
action of any nature that the Debtors or the Estate may hold against the holder of such Allowed Claim; provided,
however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors, the Estate, the Liquidating

                                                        -32-
Trustee or the Committee of any such claims, rights and causes of action that the Debtors or the Estate may
possess against such holder.

C. ESTIMATION OF CLAIMS

Subject to the allocation of authority and responsibility provided in the Plan, the Liquidating Trustee or the
Committee may at any time request that the Bankruptcy Court estimate, pursuant to section 502(c) of the
Bankruptcy Code, any Claim that is contingent, unliquidated, or disputed regardless of whether any party in
interest has previously objected to such Claim or whether the Bankruptcy Court has ruled on any 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 during the pendency of any appeal relating to any such objection. In the event
that the Bankruptcy Court estimates any contingent or unliquidated Claim, the amount of such estimation will
constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the Liquidating
Trustee or the Committee, as appropriate, may elect to pursue any supplemental proceedings to object to any
ultimate payment on such Claim. All of the aforementioned Claims objection, estimation and resolution
procedures are cumulative and are not necessarily exclusive of one another. Claims may be estimated and
thereafter resolved by any mechanism permitted under the Bankruptcy Code or the Plan.

D. AMENDMENTS TO CLAIMS

Prior to the Confirmation Date, a Claim may be amended only as agreed upon by the Liquidating Trustee, the
Committee, and the holder of such Claim, or as otherwise permitted by the Bankruptcy Court, the Bankruptcy
Rules and applicable law. After the Confirmation Date, a Claim may be filed only with the authorization of the
Bankruptcy Court, and may be amended only with the authorization of the Bankruptcy Court or as agreed upon
by the Liquidating Trustee, the Committee, and the holder of such Claim. Any new or amended Claim

                                                       -33-
filed in violation of this paragraph shall be deemed Disallowed in full without any action by the Debtors, the
Liquidating Trustee, or the Committee.

                                                        VII.

                                               DISTRIBUTIONS

A. DISBURSING AGENT

The Liquidating Trustee shall act as the disbursing agent under this Plan. The Liquidating Trustee shall make
distributions of Cash and New Common Stock in accordance with the Plan.

B. CLAIM DISTRIBUTION RECORD DATE

The date of record for determining the entitlement of any holder of a Claim is the Claim Distribution Record Date.
The Debtors, the Liquidating Trustee, and each of their respective agents, successors, and assigns shall have no
obligation to recognize any transfer of Claims occurring after the Claim Distribution Record Date and shall be
entitled instead to recognize and deal for all purposes hereunder only with those record holders of Claims as of
the Claim Distribution Record Date irrespective of the number of distributions to be made under the Plan to such
Persons or the date of such distributions. An assignee of a transferred and assigned scheduled or filed Claim shall
be permitted to receive distributions in accordance with the Plan only if the transfer and assignment has been
reflected on the Bankruptcy Court's docket as of the Claim Distribution Record Date.

1. DISPUTED CLAIMS RESERVE

On the Effective Date and from time-to-time as further distributions are made, the Liquidating Trustee shall (a)
deposit into the Disputed Claims Reserve Account Cash distributions, and (b) reserve shares of New Common
Stock for any Disputed Claims based on the assumption that all such Disputed Claims will be allowed in full,
unless the Bankruptcy Court shall estimate that a smaller reserve is sufficient. If the Bankruptcy Court so orders,
any claimant whose Claim is so estimated shall have recourse only to the reserve established by the Bankruptcy
Court for such claimant's Disputed Claim, and not to the

                                                        -34-
Debtors, the Estate, the Reorganized Debtor, the Liquidating Trustee, the Liquidating Trust, the Committee or
any Person receiving property or distributions under the Plan, even if the Allowed Claim of such Claimant
exceeds the maximum estimation of such Claim. THUS, THE BANKRUPTCY COURT'S ESTIMATION OF
A DISPUTED CLAIM WILL LIMIT THE DISTRIBUTION TO BE MADE THEREON, REGARDLESS OF
THE AMOUNT FINALLY ALLOWED ON ACCOUNT OF SUCH CLAIM. All interest, dividends, and
profits earned in the Disputed Claims Reserve Account shall be property of the Estate and shall accrue for the
benefit of the Estate, and no holder of any Claim or any Disputed Claim shall have any rights in such interest,
dividends, or profits, except as provided in the Plan.

C. MANNER OF PAYMENT UNDER THE PLAN

Any payments of Cash made by the Liquidating Trustee on account of Allowed Claims pursuant to the Plan may
be made either by check or by wire transfer, at the option of the Liquidating Trustee, and drawn on or from the
Plan Disbursement Account.

D. DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE DISTRIBUTIONS

Distributions to holders of Allowed Claims under the Plan shall be made at the address of each such holder as set
forth on the Schedules filed with the Bankruptcy Court, unless superseded by a new address as set forth (i) on a
proof of claim filed by a holder of the Claim, (ii) in another writing notifying the Liquidating Trustee of a change of
address prior to the Claim Distribution Record Date, or (iii) in a request for payment of an Administrative
Expense Claim, as the case may be. If any holder's distribution is returned as undeliverable, no further
distributions to such holder shall be made unless and until the Liquidating Trustee is notified of such holder's then-
current address, at which time all missed distributions shall be made to such holder, without interest.

Except as provided in the Plan, any distribution of Cash under the Plan on account of an Allowed Claim that is
undeliverable to the claimant's last known address and which is unclaimed ("Unclaimed Property") shall be
deposited into the Disputed Claims Reserve Account to be held for the benefit of the holders of

                                                         -35-
Allowed Claims entitled thereto under the terms of the Plan. Upon presentation of proper proof by a claimant
entitled to such Unclaimed Property, the Unclaimed Property due the claimant shall be released from the
Disputed Claims Reserve Account and paid to such claimant.

Notwithstanding the foregoing, one (1) year after the Unclaimed Property is initially distributed, claimants shall
cease to be entitled to the Unclaimed Property in which they previously had an interest, and such Unclaimed
Property shall then be transferred to the Plan Disbursement Account and distributed in the same manner as other
Cash distributions, and the claimant to whom such Unclaimed Property was delivered shall forever be removed
as the holder of an Allowed Claim against the Debtors or the Estate and shall receive no distributions under the
Plan. Any distribution of New Common Stock under this Plan on account of an Allowed Claim that is
undeliverable to the claimant's last known address and which is unclaimed for one (1) year following the initial
distribution shall be cancelled on the books and records of the Reorganized Debtor one (1) year after the New
Common Stock is initially distributed under this Plan.

E. INTEREST ON CLAIMS

Unless otherwise specifically provided for in the Plan or the Confirmation Order, or required by applicable
bankruptcy law, interest, fees, costs, and other charges accruing or incurred on or after the Petition Date shall not
be paid on any Claim or Equity Interest. With respect to oversecured Claims (see 11 U.S.C. ss. 506(b)), post-
petition interest shall accrue on such Claims at the applicable statutory or contractual non-default rate, as the case
may be.

F. COMPLIANCE WITH TAX REQUIREMENTS

In connection with the Plan, to the extent applicable, the Liquidating Trustee in making Distributions under the
Plan shall comply with all tax withholding and reporting requirements imposed by any governmental unit, and all
distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. The Liquidating
Trustee may withhold the entire distribution due to any holder of an Allowed Claim until such time as such holder
provides the necessary information to comply with any withholding

                                                        -36-
requirements of any governmental unit. Any property so withheld will then be paid by the Liquidating Trustee to
the appropriate authority. If the holder of an Allowed Claim fails to provide the information necessary to comply
with any withholding requirements of any governmental unit within six (6) months from the date of first notification
to the holder of the need for such information or for the Cash necessary to comply with any applicable
withholding requirements, then the holder's distribution shall be treated as an undeliverable distribution in
accordance with this Plan.

G. ALLOCATION OF DISTRIBUTIONS

Distributions to any holder of an Allowed Claim shall be allocated first to the original principal portion of any such
Allowed Claim, and then, to the extent the consideration exceeds such amount, to the remainder of such Claim.

H. FRACTIONAL DISTRIBUTIONS

Any other provision of the Plan notwithstanding, payments of fractions of dollars shall not be made. Whenever
any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment made shall
reflect a rounding of such fraction to the nearest whole dollar (up or down), with half dollars being rounded up.
No fractional shares of New Common Stock shall be issued and all fractional shares shall be rounded down to
the nearest whole share. Holders of Allowed Claims who would be entitled to fractional shares but for this
provision shall receive no consideration therefor because such amount will be DE MINIMIS.

I. DE MINIMIS DISTRIBUTIONS

No Cash payment of less than twenty dollars ($20.00) shall be made by the Liquidating Trustee to any holder of
an Allowed Claim unless a request therefor is made in writing to the Liquidating Trustee. Any undistributed
amount shall be held over to the next distribution date, if any. No distribution of New Common Stock shall be
made to any holder of an Allowed Claim of less than five hundred dollars ($500.00) as such distribution will be
de minimis.

                                                        -37-
J. NO DISTRIBUTIONS ON ACCOUNT OF INTERCOMPANY CLAIMS

Notwithstanding anything to the contrary in the Plan, there shall be no distributions on account of Intercompany
Claims.

K. INVESTMENT OF CASH

The Liquidating Trustee shall invest and deposit Cash only in Allowed Investments and the Accounts referenced
in the Plan and Liquidating Trust Agreement. Interest earned on any invested and deposited Cash shall not be
payable to any particular Class or Claim, but shall be held generally as Cash of the Estate.

L. CLAIMS COVERED BY INSURANCE

Any Allowed Claim that has available as a source of payment either an insurance policy issued to the Debtors or
the Liquidating Trustee or in which either the Debtors, the Liquidating Trustee or the Estate has any rights as
named insured or beneficiary, including but not limited to general liability, workers compensation, and automobile
insurance, shall receive distributions pursuant to this section. Nothing in the Plan modifies, limits, impairs, or
otherwise affects the terms or provisions of any particular insurance policy, program, or agreement, or the nature
and extent of coverage thereunder.

1. AUTHORIZED INSURANCE PAYMENTS

If an insurer stipulates that payment of an Allowed Claim will not affect coverage for other Claims that may be
made under the same insurance policy (i.e., aggregate limits are sufficient to cover all such Claims), the claimant
may receive payment from said insurer without further order of the Bankruptcy Court. If there is no such
stipulation by the insurer (i.e., an aggregate limit may exist), the Liquidating Trustee shall use his best efforts to
obtain an order from the Bankruptcy Court authorizing the insurer to exercise either of the following two (2)
payment options:

a. Option A: The insurer shall pay the amount of the Allowed Claim (up to the amount of policy limits) to the
claimant if the Bankruptcy Court estimates that total Claims will not exceed the limits of the policy at issue and
authorizes payment; or

                                                         -38-
b. Option B: The insurer shall pay the amount of the Allowed Claim (up to the amount of the policy or bond
limits) to the Estate for Pro Rata distribution to all holders of Allowed Claims whose Claims are insured by the
particular insurance policy at issue. Upon said payment, all suits against the insurer based upon, arising out of, or
related to the Claim for which payment was made shall be enjoined. The funds paid to the Estate under this
section shall be deposited into a separate account, which shall be interest-bearing if possible, and held for
payment of only those Allowed Claims that are covered by the insurance policy at issue; and distribution of funds
in this account shall be made only when and on such terms as the Bankruptcy Court authorizes.

c. The Liquidating Trustee or any holder of an Allowed Claim that is covered by an insurance policy may file a
motion in the Bankruptcy Court for an order authorizing payment or distribution under this section, on notice to
the claimant, the Committee, the Debtors, the Liquidating Trustee, the U.S. Trustee, parties requesting post-
confirmation notice in accordance with Article XII of the Plan, the claimant, and the applicable insurance
company.

2. EXHAUSTION OF INSURANCE

Distributions on account of Allowed Claims shall be made first from the applicable insurance policies before any
distribution is made on account of such Allowed Claims from the Cash in the Estate, including from the Disputed
Claims Reserve Account. The Bankruptc Court may provisionally determine or estimate that a Claim would be
covered by an insurance policy, if and to the extent it were an Allowed Claim, in which event the Claim shall be
provisionally disallowed and shall not receive any distributions from the Estate or the Disputed Claims Reserve
Account pending a determination by an arbitrator, judge, or court of competent jurisdiction as to whether and to
what extent such Claim is covered by the insurance policy. The distribution on account of each such Allowed
Claim shall be reduced by all payments that the holders of said Allowed Claim receives pursuant to any insurance
policy.

                                                        -39-
3. COVERAGE DENIED

a. If an insurer denies coverage of an Allowed Claim, then such Claim shall be treated the same as an Allowed
Claim in accordance with the Plan.

b. If the Estate, or the holder of an Allowed Claim, obtains a recovery from an insurer for an Allowed Claim for
which coverage was earlier denied, then the recovery shall be treated the same as a payment on account of
distributions made to holders of Allowed Claims in the same Class under this Plan. If the claimant has previously
received a distribution of Cash from the Estate on account of its Allowed Claim, such distribution shall be
credited against the distribution made on account of Allowed Claims in its Class and, to the extent that the
insurance recovery plus the prior distribution exceeds the distribution on account of such Allowed Claim, said
surplus shall be retained by the Estate or, if held by the claimant, turned over to the Estate.

4. CALCULATION OF CLAIM FOR DISTRIBUTIONS

In the event an Allowed Claim receives payment from an insurance policy and the holder thereof also seeks
distributions of Cash from the Estate, then the aggregate of (a) all payments received on account of said Allowed
Claim from any insurance, plus (b) distributions of Cash from the Estate on account of said Allowed Claim, shall
not exceed (c) an amount equal to the Cash and New Common Stock said Allowed Claim would have been
entitled to under this Plan.

                                                      VIII.

            TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A. APPROVAL OF REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

All executory contracts and unexpired leases that exist between the Debtors and any Person, whether or not
previously listed by the Debtors on their respective Schedule G, shall be deemed rejected on the Effective Date,
subject to sections 365(g) and 507(g) of the Bankruptcy Code, except for any executory contract or unexpired
lease (a) that has been assumed or rejected pursuant to an order of the Bankruptcy Court entered prior to the
Confirmation Date, or (b) as

                                                      -40-
to which a motion for approval of the assumption of such contract or lease has been filed and served prior to the
Confirmation Date. Entry of the Confirmation Order shall constitute the approval, pursuant to section 365(a) of
the Bankruptcy Code, of the rejection of the executory contracts and unexpired leases rejected pursuant to the
Plan.

B. BAR DATE FOR FILING PROOFS OF CLAIM RELATING TO EXECUTORY CONTRACTS AND
UNEXPIRED LEASES REJECTED PURSUANT TO THE PLAN

Claims arising out of the rejection of an executory contract or unexpired lease pursuant to the Plan must be filed
with the Bankruptcy Court no later than thirty (30) days after the Confirmation Date. Any Claims not filed within
such applicable time periods shall be forever barred from assertion and shall receive no Distributions under this
Plan.

IX.

              SETTLEMENT, EXCULPATION, INDEMNIFICATION AND RELEASES

A. EXCULPATION OF PLAN PROPONENTS AND THEIR AGENTS

Neither the Debtors, the Committee, nor any of their respective members, officers, directors, employees,
representatives, and agents (including, but not limited to any attorneys, advisors, investment bankers and other
professionals retained by such Persons) shall have or will incur any liability to any holder of a Claim or Equity
Interest for any act or omission in connection with, or arising out of the Chapter 11 Cases, the pursuit of
confirmation of the Plan, the consummation of the Plan, the administration of the Plan, or the distribution of
property under the Plan, except for liability based on willful misconduct as determined by Final Order of the
Bankruptcy Court. This provision shall not supercede the "safe harbor" from liability provided by section 1125(e)
of the Bankruptcy Code.

B. INDEMNIFICATION

The Estate shall indemnify all of its officers and directors in office on the Confirmation Date from and against any
liability to the extent such liability is covered by any insurance policy in which such directors and officers are
insured.

                                                        -41-
C. RELEASE OF PARTIES ENTITLED TO INDEMNIFICATION AND EXCULPATION

All Creditors and Equity Interest holders who affirmatively vote to accept the Plan and to grant a release shall be
deemed to release the members, officers, directors, employees, representatives, and agents of the Debtors and
the Committee (including, but not limited to any attorneys, advisors, investment bankers and other professionals
retained by such Persons) with respect to all claims, rights and causes of action that could have been brought by
or on behalf of such Creditors or Equity Interest holders, whether arising before, on or after the Petition Date,
known or unknown, suspected or unsuspected, in law or in equity.

In addition, the Debtors shall be deemed to release the members, officers, directors, employees, representatives,
and agents of the Debtors and the Committee (including, but not limited to any attorneys, advisors, investment
bankers and other professionals retained by such Persons) with respect to all claims, rights and causes of action
that could have been brought by or on behalf of such Creditors or Equity Interest holders, whether arising before,
on or after the Petition Date, known or unknown, suspected or unsuspected, in law or in equity, except for
liability based on willful misconduct as determined by Final Order of the Bankruptcy Court.

X.

                                 EFFECT OF CONFIRMATION OF PLAN

A. BINDING EFFECT OF THE PLAN

The provisions of this Plan and the Liquidating Trust Agreement shall bind the Debtors, each Creditor, each
Equity Interest holder, the Committee, the Liquidating Trustee, and any successor or assign, including a Chapter
7 or Chapter 11 trustee, whether or not the Claim or Equity Interest of such Person arose before or after the
Petition Date or the Effective Date, whether or not the Claim or Equity Interest is Impaired under the Plan, and
whether or not such Person has accepted the Plan. Except as provided for in the Plan, all property of the Estate
is free and clear of all liens, interests in such property, Claims and Equity Interests.

                                                       -42-
B. SUBORDINATION OF CLAIMS

Nothing in this Plan shall be deemed to release the rights, if any, that the Debtors, the Estate, the Committee, the
Liquidating Trustee, or any creditor may have to seek to subordinate any Claim pursuant to section 510 of the
Bankruptcy Code.

C. TERM OF BANKRUPTCY INJUNCTION OR STAYS

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 all
property of the Estate and all Trust Assets have been distributed in accordance with the Plan and all other actions
required by the Plan have been taken. Without limiting the foregoing, except as otherwise provided in the Plan or
the Confirmation Order, on and after the Effective Date, all Persons who have held, currently hold or may hold a
Claim or an Equity Interest treated or provided for pursuant to the Plan are enjoined, until all Trust Assets have
been distributed and the Liquidating Trust has been dissolved, from taking any of the following actions, without
leave of the Bankruptcy Court, on account of such Claim or Equity Interest: (i) commencing or continuing, in any
manner and in any place, any action or proceeding against the Debtors, the Estate, the Reorganized Debtor, the
Liquidating Trust, the Liquidating Trustee, Professionals or the Committee; (ii) enforcing, attaching, collecting, or
recovering in any manner any judgment, award, decree or other order against the Debtors, the Estate, the
Liquidating Trust, the Reorganized Debtor, the Liquidating Trustee, Professionals or the Committee; (iii) creating,
perfecting or enforcing any lien against property of the Estate or any Trust Asset; (iv) taking any action to obtain
possession of property of the Estate or any Trust Asset or to obtain possession of property from the Estate or the
Liquidating Trust or to exercise control over the Estate, property of the Estate, the Liquidating Trust or Trust
Assets; and (v) commencing or continuing any action or proceeding, in any manner and in any place, that does
not comply with or is inconsistent with the provisions of the Plan; provided, however, that injunctions and stays
provided under the Plan shall not affect or apply to (i) the filing and prosecution of

                                                        -43-
requests for payment of Administrative Expense Claims in accordance with Article
III.B.1.a of the Plan, (ii) adversary proceedings or Claims resolution proceedings commenced in or pending in the
Bankruptcy Court, (iii) proceedings commenced in the Bankruptcy Court to enforce provisions of the Plan or
with respect to disputes concerning payment of Post-Effective Date Administrative Fees and Expenses, (iv)
proceedings pending in courts other than the Bankruptcy Court for the sole purpose of liquidating post-Petition
Date Claims, (v) accepting any distributions made in accordance with the Plan or payments on Post-Effective
Date Claims, and (vi) settling, adjusting, litigating, paying, or otherwise handling, processing, or administering
claims under any insurance programs or policies of the Debtors.

D. DISCHARGE

FVC will receive a discharge under this Plan pursuant to and in accordance with the provisions of Section 1141
of the Bankruptcy Code because FVC, following its anticipated Merger with U.S. Dry Cleaning, will survive as
the Reorganized Debtor.

XI.

                                      RETENTION OF JURISDICTION

A. SCOPE OF JURISDICTION

Notwithstanding confirmation of the Plan or the occurrence of the Effective Date, the Bankruptcy Court shall
retain exclusive jurisdiction over all matters arising out of, arising in, or related to the Chapter 11 Cases and the
Plan to the fullest extent legally permissible, including, without limitation, for the following purposes:

1. To determine any and all objections to the validity, priority, amount and/or allowance of Claims, and to
determine any motion, action or adversary proceeding concerning the classification and/or subordination of
Claims;

2. To determine any and all applications, motions, adversary proceedings, and contested or litigated matters,
whether pending before the Bankruptcy Court on the Confirmation Date or instituted after the Effective Date,
including, without limitation, the Causes of Action;

                                                         -44-
3. To estimate the amount of any Claim and to estimate or determine the amount of Cash reasonably necessary to
be deposited in the Disputed Claims Reserve Account and the number of shares of New Common Stock to be
reserved on account of any Claim or Disputed Claim;

4. To determine the extent, validity, priority or amount of any lien asserted against property of the Debtors or the
Estate;

5. To determine matters related to the collection, liquidation, realization upon and enforcement of rights regarding
property of the Debtors or property of the Estate;

6. To enforce, interpret, and modify the Plan, the Liquidating Trust Agreement, or the Confirmation Order to
remedy any defect or omission, or to reconcile any inconsistency in any order of the Bankruptcy Court, including
the Confirmation Order, to the extent authorized by the Bankruptcy Code;

7. To determine all controversies, suits, and disputes that may arise in connection with the interpretation,
enforcement, implementation, consummation, or administration of the Plan, the Liquidating Trust Agreement, and
the Confirmation Order;

8. To enter a final decree closing the Chapter 11 Cases;

9. To determine such other matters as may arise in connection with the Plan or the Confirmation Order,

10. To issue orders regarding, and in furtherance of, execution and consummation of the Plan, the Liquidating
Trust Agreement and the Confirmation Order;

11. To hear and determine any disputes regarding assets of the Estate or the Liquidating Trust, wherever located;

12. To hear and determine any disputes regarding the Liquidating Trustee, the Committee or its members, and to
authorize the Liquidating Trustee or the Committee to take certain actions consistent with the Plan, the Liquidating
Trust Agreement, and the Confirmation Order;

13. To authorize and approve, or disapprove, any settlements or compromises of Claims, causes of action,
defenses, or controversies asserted by

                                                        -45-
or against the Liquidating Trust and the Estate, and the sale, lease or other disposition of property of the
Liquidating Trust and the Estate;

14. To determine, as is necessary or appropriate under section 505 of the Bankruptcy Code or otherwise,
matters relating to tax returns filed or to be filed on behalf of the Debtors or the Estate for all periods through the
end of the fiscal year in which the Chapter 11 Cases are closed, including the determination of the amount of
basis, depreciation, net operating losses, or other tax attributes of the Debtors or the Estate; 15. To implement
the provisions of this Plan and to enter orders in aid of confirmation of the Plan, including without limitation,
appropriate orders to (a) recover all assets of the Estate, (b) determine causes of action which may be asserted
by or against the Estate, the Liquidating Trustee, Professionals, or the Committee, (c) determine, under section
541 of the Bankruptcy Code, whether property is property of the Estate, (d) protect the assets of the Estate from
creditor action, (e) enter orders enabling Persons to perform acts necessary for consummation of this Plan under
section 1142 of the Bankruptcy Code; and (f) enter orders confirming the appointment of a successor or
replacement Liquidating Trustee, if required under the Plan, or to appoint a successor or replacement Liquidating
Trustee if the Committee is unable to do so;

16. To enter such orders as may be appropriate in the event the Confirmation Order is for any reason stayed,
revoked, modified, rescinded or vacated;

17. To determine motions for the rejection, assumption, or assignment of

executory contracts or unexpired leases filed before the Effective Date and the allowance of any Claims resulting
therefrom; and

18. To issue injunctions, make determinations of declaratory relief, or take such other legal or equitable actions or
issue such other orders as may be necessary or appropriate to restrain interference with this Plan, the Liquidating
Trust Agreement, the Confirmation Order, the Estate, the Debtors, the Reorganized Debtor, the Liquidating
Trustee, Professionals, or the Committee.

                                                         -46-
B. ABSTENTION

If the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without
jurisdiction over any matter arising out of the Chapter 11 Cases, including the matters set forth in this Article, this
Article shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other
court having competent jurisdiction with respect to such matter.

                                                         XII.

                                           MISCELLANEOUS ITEMS

A. MODIFICATION/AMENDMENT OF PLAN AND LIQUIDATING TRUST

The Plan Proponents may modify the Plan at any time before the Confirmation Date. However, the Court may
require a new disclosure statement and/or re-voting on the Plan if the Plan Proponents modify the Plan before
confirmation.

The Plan Proponents may also seek to modify the Plan at any time after confirmation if (1) the Plan has not been
substantially consummated, and (2) the Court authorizes the proposed modifications after notice and a hearing.

The Liquidating Trust Agreement shall not be amended without the consent of the Plan Proponents or a Final
Order of the Bankruptcy Court.

B. WITHDRAWAL OR REVOCATION.

The Plan Proponents may withdraw or revoke the Plan at any time prior to the Confirmation Date. If the Plan
Proponents revoke or withdraw the Plan prior to the Confirmation Date, or if the Confirmation Date does not
occur, then the Plan shall be deemed null and void. In such event, nothing contained herein shall be deemed to
constitute a waiver or release of any Claim by or against the Debtors or the Estate or any other Person or to
prejudice in any manner the rights of the Debtors or the Estate or any other Person in any further proceedings
involving the Debtors or the Estate.

C. RESULT OF STAY PENDING APPEAL/PLAN VOIDABILITY

In the event that a stay of the Confirmation Order is issued or in effect, the Plan Proponents may, but are not
required or in any way obligated to, declare the Plan null and void. If the Plan Proponents declare the Plan null
and

                                                         -47-
void pursuant to this section, they shall file and serve written notice to that effect on all known holders of Claims
and Equity Interests against the Debtors and the Estate, the Liquidating Trustee and the U.S. Trustee.

D. NOTICES.

All notices or requests required or permitted to be made in accordance with the Plan shall be in writing and
delivered either (a) by first class mail, (b) by facsimile transmission, (c) by electronic mail as an attachment and in
a format readable by Adobe Acrobat(R), or (d) personally, as follows:

    Debtors' Counsel:                                           Committee's Counsel:
    -----------------                                           --------------------

    Van C. Durrer, II, Esq.                                     Christopher Alliotts, Esq.
    Kurt Ramlo, Esq.                                            SULMEYERKUPETZ
    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                    A Professional Corporation
    300 South Grand Avenue, Suite 3400                          1080 Marsh Road, Suite 110
    Los Angeles, CA 90071                                       Menlo Park, CA 94025
    Telephone: (213) 687-5000                                   Telephone: (650) 326-2245
    Facsimile: (213) 687.5600                                   Facsimile: (650) 326-5134
    E-mail: vdurrer@skadden.com                                 E-mail: calliotts@sulmeyerlaw.com

    Liquidating Trustee:                                        Committee:
    --------------------                                        ----------

    Mr. Gregory Sterling                                        Ms. Tracy Wemett
    Receivers Incorporated                                      BroadPR, Inc.
    718 University Avenue, Suite 213                            1770 Massachusetts Avenue, Suite 267
    Los Gatos, CA 95032                                         Cambridge, MA 02140
    Telephone: (408) 354-9797                                   Telephone: (617) 868-5031
    Facsimile: (408) 354-9701                                   Facsimile: (603) 812-3088
    E-mail: gsterling@receiversinc.com                          E-mail: tracy@broadpr.com

    U.S. Trustee:                                               Reorganized Debtor:
    -------------                                               -------------------

    Patricia A. Cutler, Esq.                                    Martin J. Brill, Esq.
    Office of the United States Trustee                         Levene, Neale, Bender, Rankin & Brill LLP
    235 Pine Street, Suite 700                                  1801 Avenue of the Stars, Suite 1120
    San Francisco, CA 94101                                     Los Angeles, CA 90067
    Telephone: (415) 705-3333                                   Telephone: (310) 229-1234
                                                                Facsimile: (310) 229-1244
                                                                E-mail: mjb@lnbrb.com




Following confirmation of the Plan, general notices will be sent only to those parties listed above. If any other
party would like to receive such notices post-confirmation, that party must make a written request to the
Liquidating Trustee and the Committee. Any notice to any holder of a Claim or Equity Interest shall be given at
the address set forth in its Proof of Claim or

                                                         -48-
Interest filed with the Bankruptcy Court, or if none, at the address set forth in the Schedules.

Notice shall be deemed given upon the earlier of (1) if notice is given by facsimile transmission or by overnight
delivery service, the first business day after transmissions of facsimile or deposit with the delivery service, (2) if
notice is mailed, the third calendar day after deposit in the United States Mail, first class postage prepaid, or (3) if
notice is given by electronic mail, the day such transmission is received provided that a hardcopy of the notice is
also sent by regular first class mail on the same day.

Any Person may change the address at which such Person is to receive notices under the Plan by sending written
notice, pursuant to the provisions of this section, to the Liquidating Trustee and the Committee, and by filing such
notice with the Bankruptcy Court.

E. REPRESENTATION OF THE DEBTORS

Upon the Effective Date, the representation of the Debtors by general bankruptcy counsel whose retention was
approved by this Court shall terminate and their withdrawal as counsel of record for the Debtors shall be deemed
approved by the Court.

F. SUCCESSORS AND ASSIGNS

The rights, benefits and obligations of any Person named or referred to in this Plan shall be binding upon and inure
to the benefit of any heir, executor, administrator, successor, or assignee of such Person.

G. SEVERABILITY

In the event that the Bankruptcy Court determines, prior to the Confirmation Date, that any provision of the Plan
is invalid, void or unenforceable, the Bankruptcy Court shall, with the consent of the Plan Proponents, have the
power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable,
and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the

                                                         -49-
remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be
affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall
constitute a judicial determination and shall in no way be affected, impaired or invalidated by such holding,
alteration or interpretation. The Confirmation Order shall provide that each term and provision of the Plan, as it
may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its
terms.

H. GOVERNING LAW

Except to the extent the Bankruptcy Code or Bankruptcy Rules are applicable, the rights and obligations arising
under the Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of
California, without giving effect to the principles of conflicts of law thereof.

I. 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.

J. SATURDAY, SUNDAY OR LEGAL HOLIDAY.

If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day,
then the making of such payment or the performance of such act may be completed on the next succeeding
Business Day in accordance with Bankruptcy Rule 9006(a), but such payment or act shall be deemed to have
been completed as of the required date.

K. INCORPORATION OF LIQUIDATING TRUST AGREEMENT AND EXHIBITS.

The Liquidating Trust Agreement is essential to and constitutes a material and integral part of this Plan. As such,
the Liquidating Trust Agreement is hereby incorporated into this Plan in its entirety by this reference as if set forth
in full. All exhibits to the Plan are also hereby incorporated into and are a part of the Plan as if fully set forth
herein.

                                                         -50-
L. POST-CONFIRMATION STATUS REPORT.

Within 120 days of the entry of the order confirming the Plan, the Liquidating Trustee shall file a status report with
the Bankruptcy Court explaining what progress has been made toward consummation of the confirmed Plan. The
status report shall be served on the Debtor's Counsel, the Committee's Counsel, the U.S. Trustee, and those
parties who have requested post-confirmation notice. Further status reports shall be filed every 120 days and
served on the same entities.

M. POST-CONFIRMATION CONVERSION/DISMISSAL

A Creditor or other party in interest may bring a motion to convert or dismiss the case under ss. 1112(b), after
the Plan is confirmed, if there is a default in performing the Plan. If the Bankruptcy Court orders the case
converted to Chapter 7 after the Plan is confirmed, then all property that had been property of the Estate or the
Liquidating Trust, and that has not been disbursed pursuant to the Plan, will revest in the Chapter 7 estate, and
the automatic stay will be reimposed upon the revested property only to the extent that relief from stay was not
previously granted by the Bankruptcy Court during this case.

N. SUPREMACY CLAUSE

If any conflict exists between the terms of the Plan and the Disclosure Statement, the terms of the Plan shall
control.

O. FINAL DECREE

Once the Estate has been fully administered as referred to in Bankruptcy Rule 3022, the Liquidating Trustee, the
Committee or other party as the Court shall designate in the Confirmation Order, shall file a motion with the
Court to obtain a final decree closing the Chapter 11 Cases.

           DATED: September 21, 2005                      FIRST VIRTUAL COMMUNICATIONS, INC.,a
                                                          Delaware corporation, debtor and debtor
                                                          in possession



                                                          By: /s/ Jonathan G. Morgan
                                                              -------------------------
                                                              Name: Jonathan G. Morgan
                                                              Title: President and CEO




                                                        -51-
DATED: September 21, 2005   CUseeME NETWORKS, INC., a Delaware
                            corporation, debtor and debtor in
                            possession


                            By: /s/ Jonathan G. Morgan
                                -------------------------------------
                                Name: Jonathan G. Morgan
                                Title: President and CEO



DATED: September 21, 2005   OFFICIAL COMMITTEE OF UNSECURED CREDITORS
                            By: /s/ Tracy Wemett
                                -------------------------------------
                                Name: Tracy Wemett, BroadPR, Inc.
                                Title: Chairperson



DATED: September 21, 2005   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                            A Professional Corporation



                            By: /s/ Van C. Durrer
                                -------------------------------------
                                Van C. Durrer
                                Kurt Ramlo
                                Melissa T. Kahn
                                Attorneys for the First Virtual
                                    Communications,Inc. and CUseeMe
                                    Networks, Inc.,
                                    Debtors and Debtors in Possession



DATED: September 21, 2005   SULMEYERKUPETZ
                            A Professional Corporation



                            By: /s/ Christopher Alliotts
                                -------------------------------------
                                Christopher Alliotts
                                Attorneys for the Official Committee
                                of Unsecured Creditors




                            -52-
EXHIBIT 2.2

Christopher Alliotts (CA Bar No. 161302) Marcus A. Tompkins (CA Bar No. 190922)
SULMEYERKUPETZ
A Professional Corporation
1080 Marsh Road, Suite 110
Menlo Park, California 94025
Telephone: 650.326.2245
Facsimile: 650.326.5134

Attorneys for Official Committee of Unsecured Creditors

Van C. Durrer, II (CA Bar No. 226693)
Kurt Ramlo (CA Bar No. 166856)
Melissa T. Kahn (CA Bar No. 229185)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Telephone: 213.687.5000
Facsimile: 213.687.5600

Attorneys for Debtors and Debtors in Possession

                            UNITED STATES BANKRUPTCY COURT

            NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION

        --------------------------------------       -------------------------------------

         In re                                       Case No. 05-30145 TEC
                                                     Case No. 05-30146 TEC

                                                     Jointly Administered Chapter 11 Cases
         FIRST VIRTUAL
         COMMUNICATIONS, INC.,                       DISCLOSURE STATEMENT DESCRIBING
                                                     JOINT CHAPTER 11 PLAN OF
                                                     REORGANIZATION PROPOSED BY
                       Debtor.                       DEBTORS AND OFFICIAL COMMITTEE
                                                     OF UNSECURED CREDITORS
                                                     (Dated August 21, 2005)

         -------------------------------------

         In re                                       Plan Confirmation Hearing
                                                     -------------------------
                                                     DATE:    [To Be Set]
         CUseeMe NETWORKS, INC.                      TIME:    [To Be Set]
                                                     PLACE:   U.S. Bankruptcy Court
                                                              Courtroom 23
                       Debtor.                                235 Pine Street
                                                              San Francisco, CA 94104
                                                     JUDGE:   Hon. Thomas E. Carlson

         -------------------------------------       -------------------------------------
I.

                                               INTRODUCTION

First Virtual Communications, Inc., a Delaware corporation ("FVC"), and its wholly-owned subsidiary,
CUseeMe Networks, Inc., a Delaware corporation ("CUseeMe"), are the debtors and debtors in possession in
jointly administered Chapter 11 bankruptcy cases. (FVC and CUseeMe are collectively referred to herein as the
"Debtors.") On January 20, 2005, the Debtors commenced their bankruptcy cases by each filing a voluntary
petition for reorganization under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code").

Chapter 11 allows debtors and, under some circumstances, creditors and others parties in interest, to propose a
plan of reorganization. A plan of reorganization may provide for a debtor to reorganize by continuing to operate,
to liquidate by selling assets of their estates, or a combination of both. The Debtors and the Official Committee of
Unsecured Creditors (the "Committee") appointed in these bankruptcy cases are the parties proposing the Joint
Chapter 11 Plan of Reorganization (the "Plan") sent to you in the same envelope as this document. The Debtors
and the Committee are collectively referred to herein as the "Plan Proponents". THE DOCUMENT YOU ARE
READING IS THE DISCLOSURE STATEMENT FOR THE ENCLOSED PLAN.

The Plan proposed by the Plan Proponents is a plan of reorganization. Pursuant to the Plan, it is anticipated that
the Liquidating Trustee will (1) facilitate the Merger of FVC with U.S. Dry Cleaning, (2) make payments to
Creditors and holders of Interests of the Debtors by distributing proceeds received from the sale of the Debtors'
assets and any other amounts recovered from the prosecution of the Causes of Action, and (3) distribute the
shares of New Common Stock to be issued to the Estate pursuant to the Merger of FVC and U.S. Dry
Cleaning, which shall be equal to 3.25% of the issued and outstanding common stock of the Reorganized Debtor
on the Effective Date or approximately 313,871 shares of New Common Stock.

                                                        -2-
In addition, the Plan contemplates the substantive consolidation of the Debtors' Chapter 11 estates, such that all
of the assets and liabilities of each estate will be treated as one and the same. The Plan Proponents will file a
separate motion, to be heard at the same time as confirmation of the Plan, for such substantive consolidation,
which is needed to eliminate any issues over the allocation of assets and liabilities between the separate Chapter
11 estates resulting from the incomplete acquisition of CUseeMe by FVC and to avoid the substantial fees and
costs associated with investigating and resolving such issues.

Finally, the Plan provides for the distribution of all of the Debtors' assets in accordance with the priority scheme
set forth in the Bankruptcy Code. There may be Persons who may wish to claim a lien or other interest in such
property. Any Person who wishes to assert a lien or other interest in such property must file a written objection to
confirmation of the Plan and serve such objection on counsel for the Debtors and the Committee by no later than
_____________, 2005. Absent such an objection, the right to assert a lien or other interest in property of the
Debtors' Chapter 11 estates will be forever barred.

If confirmed, the Effective Date of the Plan shall be __________, 2005.

A. PURPOSE OF THIS DOCUMENT

The purpose of this Disclosure Statement is to provide adequate information to enable parties who are entitled to
vote on the Plan to make an informed judgment about the Plan. This Disclosure Statement summarizes what is in
the Plan, and tells you certain information relating to the Plan and the process the Bankruptcy Court follows in
determining whether or not to approve, or "confirm," the Plan.

   READ THIS DISCLOSURE STATEMENT CAREFULLY IF YOU WANT TO KNOW ABOUT:

(1) WHO CAN VOTE ON, OR OBJECT TO, THE PLAN;

(2) WHAT THE TREATMENT OF YOUR CLAIM IS (i.e., what you will receive on account of your claim will
receive if the Plan is confirmed), AND HOW

                                                        -3-
THIS TREATMENT COMPARES TO WHAT YOUR CLAIM WOULD RECEIVE IN A CHAPTER
                            7 LIQUIDATION;

(3) THE HISTORY OF THE DEBTORS AND SIGNIFICANT EVENTS DURING THEIR BANKRUPTCY
CASES;

(4) WHAT THINGS THE BANKRUPTCY COURT WILL LOOK AT TO DECIDE WHETHER OR NOT
TO CONFIRM THE PLAN;

(5) WHAT IS THE EFFECT OF CONFIRMATION; and

(6) WHETHER THE PLAN IS FEASIBLE.

This Disclosure Statement cannot tell you everything about your rights. You should consider consulting your own
lawyer to obtain more specific advice on how the Plan will affect you and what is the best course of action for
you.

Be sure to read the Plan as well as the Disclosure Statement. If there are any inconsistencies between the Plan
and the Disclosure Statement, the Plan provisions will govern.

The Bankruptcy Code requires a Disclosure Statement to contain "adequate information" concerning the Plan.
The Bankruptcy Court has approved this document as an adequate Disclosure Statement, containing enough
information to enable parties affected by the Plan to make an informed judgment about the Plan. Any party can
now solicit votes for or against the Plan.

B. IDENTITY OF PERSON TO CONTACT FOR MORE INFORMATION REGARDING THE PLAN

Any interested party desiring further information about the Plan should contact the attorney for the Committee,
Christopher Alliotts, Esq., SulmeyerKupetz, A Professional Corporation, 1080 Marsh Road, Suite 110, Menlo
Park, California 94025, telephone number (650) 326-2245, facsimile number (650) 326-5134, and e-mail
address calliotts@sulmeyerlaw.com.

C. DISCLAIMERS

The financial data relied upon in formulating the Plan is based on the Debtors' books and records as well as the
Schedules and Statement of Financial

                                                       -4-
Affairs filed by the Debtors in the Chapter 11 Cases. The information set forth in this Disclosure Statement is
provided by the Debtors and the Committee with the assistance of their retained professionals. The Debtors and
the Committee represent that everything stated in this Disclosure Statement is true to the best of their knowledge.

With the exception of historical financial information, some matters discussed herein, including the projections and
valuation analysis described herein, are "forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward looking statements are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from future results expressed or implied by such forward
looking statements. Furthermore, the projected financial information contained herein has not been the subject of
an audit. The projections of distributions represent the Plan Proponents' good faith estimate of what Creditors
should receive pursuant to the Plan, but do not constitute warranties or guaranties of the outcome. Subsequent to
the date hereof, there can be no assurance that (a) the information and representations contained herein will
continue to be materially accurate, or (b) this Disclosure Statement will continue to contain all material
information.

No party is authorized by the Plan Proponents or the Bankruptcy Court to give any information or make any
representations with respect to the Plan other than that which is contained in this Disclosure Statement. No
representations or information concerning the Debtors, their future business operations, or the value of their assets
have been authorized by the Plan Proponents, other than as set forth herein. Any information or representations
given to obtain your acceptance or rejection of the Plan that are different from or inconsistent with the information
or representations contained herein and in the Plan should not be relied upon by any person voting on the Plan.

This Disclosure Statement has been prepared in accordance with section 1125 of the Bankruptcy Code and not
in accordance with federal or state securities laws or other applicable non-bankruptcy law. Entities holding or
trading in or otherwise purchasing, selling or transferring Claims against, or

                                                        -5-
Interests in, the Debtors should evaluate this Disclosure Statement only in light of the purpose for which it was
prepared.

With respect to contested matters, adversary proceedings and other pending or threatened actions (whether
pending or not), this Disclosure Statement and the information contained herein shall not be construed as an
admission or stipulation by any entity, but rather statements made in settlement negotiations governed by Rule
408 of the Federal Rules of Evidence and any other rule or statute of similar import.

The contents of this Disclosure Statement should not be construed as legal, business, or tax advice. Each
Creditor and Equity Interest holder should consult its own legal counsel and accountant as to legal, tax and other
matters concerning its Claim or Equity Interest.

Although the Bankruptcy Court has determined that this Disclosure Statement contains adequate information to
enable parties to make an informed judgment about the Plan, the Bankruptcy Court has not yet determined
whether or not the Plan is confirmable and makes no recommendation as to whether or not you should vote for
or against the Plan. However, as a proponent of the Plan, the Committee, which was appointed by the U.S.
Trustee to represent the interests of unsecured Creditors, supports the Plan and recommends that you vote to
accept the Plan.

II.

                                                BACKGROUND

A. DESCRIPTION AND HISTORY OF THE DEBTORS' BUSINESS

FVC and its wholly owned subsidiary, CUseeMe, are corporations incorporated under the laws of Delaware.
FVC, with CUseeMe, was a world leader in providing easy-to-use, scalable, integrated real-time rich media
communications solutions to enterprises, service providers and portals. Among other things, FVC's software
products enabled interactive voice, video and data collaboration over IP-based networks. Through its products,
FVC provided cost-effective, integrated end-to-end solutions for large-scale deployments to enterprise
desktops. It also enabled best of breed videoconferencing solutions

                                                        -6-
to be extended through ISDN and ATM networks. By way of example, FVC's solution was the software
communications infrastructure, which managed, in real time, the multi-point connections and the voice, video and
data traffic across the extended network of the United States Department of Defense, including those relating to
its current operations in Afghanistan and Iraq. Other representative key customers included AT&T, Siemens, and
IBM.

The company's flagship product, Click to Meet(TM), provides a complete framework for delivering a new
generation of video-enabled web collaboration applications that address the real-time communications needs of
companies worldwide. Click to Meet can be integrated seamlessly into popular enterprise messaging and
collaboration environments such as Microsoft Exchange/Outlook and instant messaging. FVC served its
customers through a worldwide network of resellers and partners. For the fiscal year ended December 31, 2003,
the company generated revenues of $21.3 million. For the eleven months ended November 30, 2004, the
company generated revenues of $12.1 million.

B. DEBT STRUCTURE

1. SILICON VALLEY LOAN AGREEMENT

The Debtors were parties to a secured credit facility with Silicon Valley Bank ("SVB") dated as of April 3, 2003
(as amended, the "Loan Agreement"). The obligations under the Loan Agreement were secured by substantially
all of the Debtors' assets. On September 8, 2004, the Debtors became aware of, and gave notice to SVB, of a
violation of a monthly liquidity covenant under the Loan Agreement. On September 13, 2004, the Debtors
entered into a Temporary Forbearance Agreement with SVB, whereby, among other things, SVB agreed to
forbear from exercising its remedies as a result of the existing default until September 21, 2004. On September
29, and again on November 9, 2004, the Debtors and SVB entered into extensions of the Temporary
Forbearance Agreement. The last forbearance period expired on November 15, 2004. As of the

                                                      -7-
Petition Date, the outstanding principal balance due under the Loan Agreement was approximately $2,500,000.

2. SECURED SERVICE PROVIDERS

On September 29, 2004, FVC entered into a Services, Payment and Security Agreement, effective as of August
19, 2004, with independent legal counsel and forensic accountants and data discovery experts retained by them
(collectively, the "Secured Service Providers"). Under the terms of the agreement, and in consideration of the
continued work by these service providers on the Special Investigation (discussed below), FVC acknowledged
that approximately $1,548,000 was owed to these service providers as of July 31, 2004 for work previously
performed. FVC agreed to pay $450,000 of this balance upon entering into the agreement, and agreed to pay
the remaining balance owed, plus any additional amount incurred subsequent to July 31, 2004, on the earlier of
the completion of a financing or December 31, 2004. As part of this agreement, the Secured Service Providers
were also granted a security interest in substantially all of FVC's assets. Under the terms of this agreement, as
well as a Subordination Agreement between the Secured Service Providers and SVB, this security interest was
subordinated to the security interest of SVB under the Loan Agreement. As of the Petition Date, the amount due
under the Services, Payment and Security Agreement was approximately $1,700,000.

C. DEBTORS' MANAGEMENT AND CORPORATE RELATIONSHIPS

As of the Petition Date, Jonathan G. Morgan was the Debtors' President, Chief Executive Officer, and Chief
Financial Officer as well as a director of their boards of directors. Truman Cole was the Debtors' Chief Financial
Officer until he resigned in November 2004.

As of the Petition Date, FVC held a 100% ownership interest in CUseeMe; First Virtual Communications BV
(Netherlands); First Virtual Communications (UK) Limited; First Virtual Ltd. (UK); First Virtual Communications
Japan Inc.; First Virtual Communications BV; First Virtual Communications (Asia) Ltd.; First Virtual
Communications Pvt.; and Icast

                                                       -8-
Corporation. First Virtual Communications BV (Netherlands), in turn, directly or indirectly owns First Virtual
Communications (Korea), First Virtual Communications SAS, First Virtual Communications GMBH, and
FVC.COM Italy, all of which are either not active, are being discontinued or dissolved, and/or have no
employees. First Virtual Communications (Asia) Ltd., in turn, holds a 100% ownership interest in FVC.COM (s)
Pvt. Ltd. Singapore, which is in the process of being dissolved. CUseeMe holds a 100% ownership interest in
First Virtual Communications SARL France (with some nominee shareholders), and held 467,730 shares in
Powerlan Limited, all of which are either not active, are being discontinued, dissolved or liquidated, and/or have
no employees.

D. EVENTS LEADING TO BANKRUPTCY FILINGS

Since 1993, the company engineered, manufactured and sold videoconferencing products. From April 1998
through August 2002, FVC's common stock traded on the Nasdaq. On or about November 26, 2002, the
Securities & Exchange Commission ("SEC") filed a complaint against three former corporate executives of FVC
alleging that the three former executives, Ralph K. Ungermann, James O. Mitchell and Alan J. McMillan caused
the company to overstate its revenues and earnings and then selling their shares of FVC's common stock before
the issuance of correct financial information. On or prior to December 2, 2002, without admitting or denying the
allegations of the complaint, the former executives agreed to repay approximately $1,300,000 in illegal trading
profits, interest, and civil money penalties. In a related enforcement action, the SEC ordered the company to
cease and desist from violating certain securities laws resulting from the former executives alleged improper
conduct and, without admitting or denying the underlying allegations, the company consented to the cease and
desist order.

In 2003, following the settlements described above, the Debtors commenced a major restructuring of their
operations. In addition to replacing the former executives that were the subject of the SEC's complaint, the
Debtors

                                                       -9-
began to de-emphasize their legacy hardware operations to concentrate on the core software business. In 2004,
revenues from hardware operations declined as the company phased out of this line of business. In addition,
software revenues declined by about $4,500,000. The decline in software revenues was primarily attributable to
the decision to transition to a single software platform, which took longer than expected and tied up significant
sales and marketing resources.

The liquidity crisis created by the product migration to a single software platform was exacerbated by a special
investigation by the audit committee of the board of directors (the "Special Investigation"). Specifically, in April
2004, the audit committee of the company's board of directors initiated an internal investigation into certain
irregular sales transactions in Asia. The audit committee determined that these transactions alone would not have
required a restatement of previously issued financial statements due to their immateriality for reporting purposes.

However, as a result of certain prematurely recognized revenues involving one United States customer, the audit
committee determined in November 2004 that it would be necessary to restate financial results for the years
ended December 31, 2001, 2002, and 2003. Although no impropriety by executive officers had been suggested
and the SEC had not taken any action with respect to this matter, approximately $5,000,000 was spent in
connection with the Special Investigation. This cash drain, which otherwise would have been used for operations,
stalled the growth of the business.

During the pendency of the Special Investigation, the company was unable to file interim financial statements with
the SEC in a timely manner, resulting in the company's de-listing from the NASDAQ SmallCap Market. In the
same quarter, indirectly in connection with the Special Investigation, the company and two of its officers were
named in a class action securities complaint. The resulting depressed share price, combined with the lack of
liquidity in the company's securities market, significantly limited the company's ability to obtain additional financing
or implement its desired restructuring.

                                                         -10-
After previous attempts to explore strategic and financial alternatives to raise capital, in late November 2004,
FVC engaged Gordian Group, LLC ("Gordian") as its investment banker in connection with the formulation,
evaluation and implementation of various options for a restructuring, reorganization or other strategic alternative of
the company. FVC also retained Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden, Arps") to act as its
restructuring counsel. Gordian pursued finding a transaction partner and financing for a Chapter 11 bankruptcy
filing. In connection therewith, Gordian identified and contacted over 30 potential transaction partners, and
pursued leads or continued discussions with over ten (10) parties identified by FVC or Skadden, Arps. Based on
initial expressions of interest, over ten (10) parties entered into confidentiality agreements with the company and
were provided the opportunity to conduct due diligence. Several of these parties expressed an interest in a
financial or strategic transaction with the Debtors.

Despite the ongoing efforts of the Debtors and their advisors to restructure the Debtors' financial affairs, the
liquidity crisis deepened in the weeks leading up to the Debtors' bankruptcy filings. As a result, the Debtors were
forced to furlough its entire work force of approximately seventy-five (75) employees. Despite the furlough and
based upon their personal loyalties and belief in the business, many of these employees continued to work on
fulfilling the Debtors' contractual obligations and securing additional sales.

E. THE BANKRUPTCY FILINGS

Despite all of these efforts, the Debtors were unable to access necessary capital to effectuate an out-of-court
restructuring as a result of the Special Investigation, among other things. Faced with a deepening liquidity crisis,
the Debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on January 20,
2005 in order to preserve the value of their assets by allowing them to use cash collateral, while attempting to
access emergency debtor in possession financing. The Debtors continue to manage their

                                                        -11-
businesses and properties as debtors in possession pursuant to 11 U.S.C. ss.ss. 1101(1), 1107 and 1108.

F. SIGNIFICANT EVENTS DURING THE BANKRUPTCY CASES

The following is a list of significant events that have occurred during these cases:

1. THE "FIRST DAY" MOTIONS AND APPLICATIONS

Along with their Chapter 11 petitions, the Debtors filed numerous "first day" motions and applications relating to
the Debtors' ongoing operations and maintaining the value of their estates during the Chapter 11 Cases. Based
upon such motions, the Bankruptcy Court entered orders (1) designating Jonathan G. Morgan as the individual
responsible for fulfilling the duties of the Debtors in these cases; (2) authorizing the Debtors to pay certain pre-
petition wage, salary and benefit claims; (3) prohibiting utility companies from altering or discontinuing service on
account of outstanding pre-petition invoices; and (4) approving a stipulation between the Debtors and SVB
authorizing the Debtors to use cash collateral, which included providing SVB with a replacement lien and other
forms of adequate protection.

Significantly, the Debtors also presented a motion to obtain post-petition financing on a secured, first priority
basis in an amount not to exceed $2,000,000 from MTVP (First Virtual Investments), LLC ("MTVP"). SVB and
the Secured Service Providers consented to have their liens "primed" by the loan from MTVP, and the Court
approved such post-petition financing on an interim basis in the amount of $750,000. The Court subsequently
approved the entire post-petition financing in the full amount of $2,000,000; however, the Debtors only
borrowed approximately $822,812.50 and never resorted to the balance of the loan.

The Debtors also filed motions relating to the general administration of their cases. Based upon such motions, the
Bankruptcy Court entered orders (1) providing for the joint administration of the Debtors' separate bankruptcy
cases, and (2) limiting the manner in which notice would be given to creditors for certain matters.

                                                         -12-
2. APPOINTMENT OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS

On January 25, 2005, the U.S. Trustee filed a Notice of Appointment of Creditors' Committee, by which it
appointed the following creditors as the Official Committee of Unsecured Creditors in these cases pursuant to
section 1102 of the Bankruptcy Code: Cornell Research Foundation, Market-Vantage Internet Performance
Marketing LLC, Gung-Ho Company, and BroadPR, Inc. Gung-Ho Company and Market-Vantage Internet
Performance Marketing LLC subsequently transferred their Claims to a third party and resigned from the
Committee.

3. EMPLOYMENT OF PROFESSIONALS

The Bankruptcy Court has approved the employment of the following professionals:

a. RESPONSIBLE INDIVIDUAL FOR DEBTORS: As previously stated herein, the Debtors appointed
Jonathan G. Morgan as the individual responsible for fulfilling the duties of the Debtors in these cases. The order
designating him as the responsible individual was entered on January 31, 2005.

b. ATTORNEYS FOR COMMITTEE: The Committee employed SULMEYERKupetz, a Professional
Corporation, as its attorneys. The order approving its employment was entered on February 14, 2005.

c. ATTORNEYS FOR DEBTORS: The Debtors employed Skadden, Arps, Slate, Meagher & Flom LLP as
their attorneys. The order approving its employment was entered on March 7, 2005.

d. INVESTMENT BANKER FOR DEBTORS: The Debtors employed Gordian Group, LLC as their
investment banker. The order approving its employment was entered on March 7, 2005.

e. CHIEF RESTRUCTURING OFFICER FOR DEBTORS: After the sale of the Debtors' assets (discussed
below), the Debtors employed Gregory Sterling as Chief Restructuring Officer and designated him as the
individual responsible for

                                                       -13-
the duties of the Debtors. The order approving Sterling's employment and designating him as the responsible
individual was entered on June 7, 2005.

4. RECALL OF EMPLOYEES

Shortly after the Chapter 11 filings, the Debtors recalled approximately fifty (50) of its seventy-five (75)
employees from furlough. The Debtors' recall of these employees was necessary because of their indispensable
role in restarting operations and maximizing the value of the business. The Debtors' decision to recall these
employees was supported by parties expressing interest in acquiring the Debtors' assets.

5. SALE OF DEBTORS' ASSETS

Since the time that Gordian was retained, the Debtors and their advisors actively pursued a sale of assets or other
transaction that would be implemented through a plan of reorganization. One day prior to the Petition Date, the
Debtors executed a letter of intent received from RADvision, Ltd. ("RADvision") to purchase certain of the
Debtors' assets for $5,000,000. Under the letter of intent, the parties agreed to seek approval by the Bankruptcy
Court of certain bidding procedures and bid protections designed to obtain the highest and best bid for the sale of
the Debtors' assets. RADvision's commitment to consummate the sale contemplated by the letter of intent was
subject to certain conditions, including completion of limited due diligence, negotiation of a final form of an asset
purchase agreement, and approval by the Bankruptcy Court of the bidding procedures and bid protections.

Following commencement of the Chapter 11 Cases, the Debtors sought approval of the bidding procedures and
bid protections under the letter of intent, albeit with certain minor modifications. At a hearing on January 26,
2005, the Bankruptcy Court approved, on an interim basis, the bidding procedures and bid protections proposed
by the Debtors. A further hearing was held on February 14, 2005 on the bidding procedures and bid protections,
which the Bankruptcy Court approved pursuant to its Final Order Approving Bidding Procedures and
Protections (the "Final Bidding Procedures Order").

                                                        -14-
During this process, the Debtors continued their negotiations with RADvision and worked with Gordian in
identifying and procuring offers from potential bidders. At one point, RADvision presented its form of asset
purchase agreement to the Debtors, who in turn discussed its terms with MTVP, SVB and the Secured Service
Providers (collectively, the "Secured Lenders"). Because RADvision's proposed agreement provided for a
reduced purchase price of $4,500,000 and contained other onerous terms, the Secured Lenders made their own
offer based upon a form of asset purchase agreement that proposed a full credit bid of all of the approximately
$5,200,000 owing to the Secured Lenders and eliminated the onerous terms in RADvision's proposed
agreement.

The Debtors used the Secured Lenders' offer as its "stalking horse" bid. As of the February 25, 2005 overbid
deadline established by the Court's Final Bidding Procedures Order, the Debtors had received one overbid
proposal, from RADvision, which the Debtors determined to be a Qualified Competing Proposal as defined in
the Final Bidding Procedures Order. On February 28, 2005, the Debtors conducted a solicitation conference at
the New York offices of Skadden, Arps in accordance with the Final Bidding Procedures Order. At the
conclusion of the solicitation conference, the Debtors determined, in consultation with Gordian and their other
advisors and the Committee, that the final offer from RADvision to purchase the Debtors' assets for $7,150,000
plus certain other consideration was the highest and best offer. Immediately after the solicitation conference
concluded, the Debtors' boards of directors approved the RADvision offer, subject to approval by the
Bankruptcy Court.

On March 14, 2005, the Bankruptcy Court entered an order which, among other things, (1) approved the sale of
certain assets to RADvision free and clear of any Claims and Interests, (2) authorized the Debtors to use up to
$200,000 of the sale proceeds to pay performance bonuses to the Debtors' employees who made a substantial
contribution to the Debtors' reorganization and/or facilitated the sale closing, (3) pay undisputed Claims secured
by the assets sold, including the secured Claims of the Secured Lenders totaling

                                                      -15-
approximately $5,200,000, and (4) ordered the Debtors to hold the balance of the sale proceeds, then estimated
to be $1,419,000, as cash collateral pending further order of the Bankruptcy Court.

The Plan provides for the distribution of all of the Debtors' assets, including the balance of the sale proceeds, in
accordance with the priority scheme set forth in the Bankruptcy Code. There may be Persons who may wish to
claim a lien or other interest in such property. Any Person who wishes to assert a lien or other interest in such
property must file a written objection to confirmation of the Plan and serve such objection on counsel for the
Debtors and the Committee by no later than _____________, 2005. Absent such an objection, the right to
assert a lien or other interest in property of the Debtors' Chapter 11 estates will be forever barred.

6. SETTING OF CLAIMS BAR DATE

Pursuant to an order of the Bankruptcy Court, the last day to file proofs of Claim against the Debtors and the
Estate was May 23, 2005. Thus, with certain exceptions, the time for filing proofs of Claims has elapsed.

7. CAUSES OF ACTION

On the Effective Date, all Causes of Action of the Debtors and the Estate shall be transferred to the Liquidating
Trust. The Committee and the Liquidating Trustee shall investigate and determine which Causes of Action, if any,
should be prosecuted in accordance with the Plan and the Liquidating Trust Agreement. The Committee and the
Liquidating Trustee may, but are not required to, prosecute, settle, adjust, retain, enforce or abandon any Cause
of Action as representatives of the Estate under Section 1123(b) of the Bankruptcy Code or otherwise in
accordance with the Plan and the Liquidating Trust Agreement.

A list of all presently known Causes of Action is attached hereto as Exhibit "A". There may be other claims,
rights, objections, counterclaims, defenses, setoffs and Causes of Actions of the Debtors and the Estate of which
the Plan Proponents are not yet aware. However, all such claims, rights, objections, counterclaims, defenses,
setoffs and Causes of Actions of the

                                                        -16-
Debtors and the Estate, whether currently known or not, shall be transferred to the Liquidating Trust on the
Effective Date.

At this time, the potential Causes of Actions have not been evaluated and it is uncertain whether such Causes of
Action will ultimately enhance the recovery to Creditors. It will be solely within the discretion of the Committee
and the Liquidating Trustee to evaluate and, if appropriate, prosecute any Causes of Action post-confirmation.
The Committee and the Liquidating Trustee will make such decisions in the best interest of Creditors taking into
account the potential recoveries, legal fees and costs, the total amount of Claims, and the potential benefit to
Creditors. The estimated distributions to Creditors set forth in this Disclosure Statement are made without taking
into account the potential recoveries or legal fees and costs associated with the Causes of Action.

G. OTHER LEGAL PROCEEDINGS

In addition to the Causes of Action discussed above, the Debtors are defendants in certain legal proceedings
commenced prior to the Chapter 11 Cases. A list of these legal proceedings is attached hereto as Exhibit "B".
The claims in those actions are subject to defenses, counterclaims and other rights of the Debtors and the Estate.
The Committee and the Liquidating Trustee will determine to what extent, if any, action should be taken with
respect to these litigation proceedings.

H. MERGER WITH U.S. DRY CLEANING CORPORATION

In order to create value for creditors, the Plan Proponents have negotiated a reverse merger transaction with
U.S. Dry Cleaning as part of the Plan. Pursuant to the reverse merger, on the Effective Date the operations of
U.S. Dry Cleaning will be acquired by FVC, which will then change its name to U.S. Dry cleaning Corporation.
The proposed Merger is the result of arms-length and good faith negotiations between unrelated parties.

U.S. Dry Cleaning is a recently formed Delaware corporation that intends to become a consolidator of dry
cleaning stores. U.S. Dry Cleaning

                                                       -17-
recently acquired two dry cleaning operations, Coachella Valley Retail, LLC ("CVR") in California and Steam
Press Holdings, Inc. ("SPHI") in Hawaii, with a portion of a private offering of $3,500,000. The balance of the
proceeds raised in the private offering are to be used for general working capital purposes, funding growth of
acquired stores and funding the acquisition in the short term of more than twenty (20) additional dry cleaning
stores.

A pro forma balance sheet and a pro forma income statement for the Reorganized Debtor, to be named U.S. Dry
Cleaning Corporation, are collectively attached hereto as Exhibit "C".

I. OFFICERS AND DIRECTORS OF REORGANIZED DEBTOR

The following executives, who have no prior relationship with the Debtors, will be the initial officers and directors
of the Reorganized Debtor:

ROBERT Y. LEE is a founder of U.S. Dry Cleaning and Chairman of the Board as well as a material owner of
CVR. He has gained operational expertise through comprehensive private and public company experience as a
Chief Executive Officer. During Mr. Lee's 23-year career in the retail industry, he has opened, acquired and
operated over 500 video retail stores as either Chief Executive Officer or owner-operator. Prior to U.S. Dry
Cleaning, Mr. Lee led the growth of Video City, a retail video store consolidation from a regional chain of
eighteen
(18) stores with $10,000,000 in revenues to a top ten (10) nationally-ranked video retail company in twenty-four
(24) months. The company grew to a multi-state operation owning and managing 350 corporate stores and 150
franchised stores from California to Maine overseeing system wide revenues of over $150,000,000. Mr. Lee will
enter into a consulting agreement under which he will earn fees based on acquisitions made by U.S. Dry Cleaning,
which may be paid in cash or common stock at his election. He will have a draw of $10,000 per month to be
credited against those fees.

MICHAEL E. DRACE has been the President and principal shareholder of SPHI since 1995. Upon completion
of the acquisition of SPHI by U.S. Dry Cleaning, Mr. Drace became the Chief Executive Officer and a director
of U.S.

                                                        -18-
Dry Cleaning. Mr. Drace will also become the Chief Executive Officer of the Reorganized Debtor after the
Merger. Mr. Drace began his career in 1969 as a maintenance engineer for a large commercial laundry company.
He has successfully overseen all phases of operations in an executive capacity for some of the nation's largest
laundry and dry cleaning companies. Mr. Drace has experience in corporate restructuring, divestitures of
divisions, and assimilation of purchased companies subsequent to consolidation. Mr. Drace has dealt successfully
with a myriad of operational issues ranging from new factory openings to decertification of a union bargaining unit.
Mr. Drace will receive a base salary of $175,000 per year as Chief Executive Officer of the Reorganized Debtor.

ANTHONY J.A. BRYAN has an M.B.A degree from Harvard and has had a long and distinguished career in
business and finance. He has been an officer or Chairman of the Executive Committee of the boards of directors
of a number of large companies, such as Monsanto Chemical Corporation and Copperweld Steel Corporation.
He has also been a director of a number of other major corporations, including ITT Corporation (1973-1978),
Koppers Company (1984-1988), Chrysler Corporation (1978-1991), and, most recently, as a member of the
Audit Committee of the board of Federal Express Corporation (from 1978 to 1998). Mr. Bryan shall receive no
salary for serving on the Board of the Reorganized Debtor, but may receive standard fees and reimbursements
for attending meetings.

EARL GREENBURG is a former Deputy Attorney General for the State of Pennsylvania. He is also a founding
member of Transactional Marketing Partners ("TMP") and is currently serving as Chairman of TMP's Board of
Directors. TMP has offices in Santa Monica and Palm Springs, California, Florida and Oregon and does business
development for companies in the direct response industry. Mr. Greenburg was the only three-term Chairman of
the Electronic Retailer Association, and was the President of the Home Shopping Network ("HSN"). He was
selected by Brandon Tartikoff to serve as Vice President of NBC for daytime programming, and has produced
hundreds of hours of programming for NBC, ABC, and FOX. Mr. Greenburg, an award-winning producer,
established the Greenburg Family

                                                       -19-
Foundation, which raises significant funds for numerous charities. Mr. Greenburg also serves as Chairman of the
Board of the Palm Springs International Film Festival.

J. EXEMPTION FROM REGISTRATION AND RESALE ISSUES

In reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and of state and local securities laws afforded by Section 1145 of the Code, the New Common
Stock to be issued to holders of Allowed Claims and Interests pursuant to the Plan on and after the Effective
Date need not be registered under the Securities Act or any state or local securities laws. The New Common
Stock issued to holders of Allowed Claims and Interests pursuant to the Plan will not be subject to any statutory
restrictions on transferability and may be resold by any holder without registration under the Securities Act or
other federal securities laws pursuant to the exemption provided by section 4(1) of the Securities Act, unless the
holder is an "underwriter" with respect to such securities, as that term is defined in Section 1145(b) of the
Bankruptcy Code. Entities who believe they may be "underwriters" under the definition contained in Section 1145
of the Bankruptcy Code are advised to consult their own counsel with respect to the availability of the exemption
provided by Section 1145.

                                                         III.

                           SUMMARY OF THE PLAN OF REORGANIZATION

A. OVERVIEW

The following is a summary of the Plan, and is qualified in its entirety by the full text of the Plan itself. Defined
terms are set forth in Article II of the Plan. All terms defined in the Plan have the same meaning in this Disclosure
Statement.

The purpose of the Plan is to (1) facilitate the Merger of FVC with U.S. Dry Cleaning, (2) make payments to
Creditors and holders of Interests of the Debtors by distributing proceeds received from the sale of the Debtors'
assets, any amounts recovered in litigation of Causes of Action, and any other property received or recovered by
the Liquidating Trust, and (3) distribute the

                                                        -20-
New Common Stock to be issued pursuant to the Merger. The assets described above shall be held in trust by a
Liquidating Trustee, who shall administer and distribute the assets as specified in the Plan. The Plan is intended to
resolve all Claims against the Debtors and the Estate, and all Equity Interests in the Debtors of whatever
character, whether or not they are contingent, unliquidated or disputed, and whether or not allowed by the
Bankruptcy Court pursuant to section 502 of the Bankruptcy Code.

In addition, the Plan contemplates the substantive consolidation of the Debtors' Chapter 11 estates, such that all
of the assets and liabilities of each estate will be treated as one and the same. The Plan Proponents will file a
separate motion, to be heard at the same time as confirmation of the Plan, for such substantive consolidation,
which is needed to eliminate any issues over the allocation of assets and liabilities between the separate Chapter
11 estates resulting from the incomplete acquisition of CUseeMe by FVC and to avoid the substantial fees and
costs associated with investigating and resolving such issues.

Finally, the Plan provides for the distribution of all of the Debtors' assets in accordance with the priority scheme
set forth in the Bankruptcy Code. There may be Persons who may wish to claim a lien or other interest in such
property. Any Person who wishes to assert a lien or other interest in such property must file a written objection to
confirmation of the Plan and serve such objection on counsel for the Debtors and the Committee by no later than
_____________, 2005. Absent such an objection, the right to assert a lien or other interest in property of the
Debtors' Chapter 11 estates will be forever barred.

B. WHAT CREDITORS AND INTEREST HOLDERS WILL RECEIVE UNDER THE PROPOSED PLAN

As required by the Bankruptcy Code, the Plan classifies Claims and Equity Interests into various Classes. A
Claim or Interest shall be deemed classified in a particular Class only to the extent that the Claim or Equity
Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the
extent that any remainder of the Claim or

                                                         -21-
Equity Interest qualifies within the description of such different Class. A Claim is in a particular Class only to the
extent that the Claim is Allowed in that Class. The Plan states whether each Class of Claims or Equity Interests is
impaired or unimpaired, and provides the treatment each Class will receive.

1. UNCLASSIFIED CLAIMS

Certain types of Claims are not placed into classes; instead, they are unclassified. They are not considered
impaired and they do not vote on the Plan because they are automatically entitled to specific treatment provided
for them in the Bankruptcy Code. As such, the Plan Proponents have not placed the following Claims in a class.

a. ADMINISTRATIVE EXPENSE CLAIMS

(1) Definition

An Administrative Expense Claim is a Claim under sections 503(b) and 507(a)(1) of the Bankruptcy Code,
including but not limited to (a) the actual and necessary costs and expenses of preserving the Estate, (b) the actual
and necessary costs and expenses of operating the business of the Debtors, (c) compensation and reimbursement
of expenses for legal and other services awarded under sections 328, 330(a) and 331 of the Bankruptcy Code,
and (d) all fees and charges assessed against the Estate pursuant to Chapter 123 of Title 28, United States Code
(28 U.S.C. ss.ss. 1911 et seq.).

(2) Bar Date for Requests

Except for requests by Professionals for fees and reimbursement of expenses, all requests for payment of
Administrative Expense Claims must be filed with the Bankruptcy Court and served on the Liquidating Trustee,
the Committee's Counsel, the U.S. Trustee, and parties requesting notice in accordance with Article XII of the
Plan on or before ten (10) days after the Effective Date. Any Person who fails to file a request for payment of an
Administrative Expense Claim in accordance with the Plan shall be forever barred from asserting such
Administrative Expense Claim against the Debtors, the Estate

                                                        -22-
or the Liquidating Trust, and shall receive no distribution under the Plan. Notwithstanding this deadline, anyone
whose Administrative Expense Claims have been paid in full by the Debtors prior to the Effective Date need not
comply with this subsection. Administrative Expense Claims asserted to date and which have not been paid total
approximately $770,000.

Any objection to a request for payment of an Administrative Expense Claim must be filed within the time period,
and served upon the parties specified in, the applicable Local Bankruptcy Rules and the Plan.

(3) Treatment

Each holder of an unpaid and Allowed Administrative Expense Claim shall receive an amount in Cash equal to
the Allowed amount of such Claim on or as soon as reasonably practicable after the later of (i) the Effective Date,
or
(ii) the date such Administrative Expense Claim becomes Allowed; provided, however, that an Allowed
Administrative Expense Claim that is a post-Petition Date trade payable incurred by Debtors in the ordinary
course of business during the Chapter 11 Cases shall be paid in the ordinary course of business in accordance
with the terms and conditions of any agreements relating thereto. Distributions to holders of Administrative
Expense Claims under the Plan shall be made by the Liquidating Trustee.

b. PRIORITY TAX CLAIMS

(1) Definition

A Priority Tax Claim is any Claim against the Debtors or the Estate entitled to priority in payment as specified in
section 507(a)(8) of the Bankruptcy Code and under the terms of the Plan. Priority Tax Claims filed or listed in
the Debtors' Schedules to date total approximately $446,641.49.

(2) Treatment

In accordance with section 1129(a)(9)(C) of the Bankruptcy Code, each holder of an unpaid and Allowed
Priority Tax Claim shall receive an amount in Cash equal to the Allowed amount of such Claim on or as soon as
reasonably

                                                       -23-
practicable after the later of (i) the Effective Date, (ii) the date such Priority Tax Claim becomes Allowed, or (iii)
if the payment on the Claim is not due as of the Effective Date, the date the payment is due in the ordinary course
of the Debtors' business. For purposes of distribution and otherwise under the Plan, an Allowed Priority Tax
Claim shall not include any amounts claimed for penalties or other non-pecuniary loss; such amounts shall be
separately classified in a Class junior to all other Classes for pecuniary losses. Distributions to holders of Priority
Tax Claims under the Plan shall be made by the Liquidating Trustee.

2. CLASSIFIED CLAIMS AND INTERESTS

a. CLASS 1 - SECURED TAX CLAIMS

(1) Definition

A Secured Tax Claim is a Secured Claim of a governmental unit. For purposes of distribution and otherwise
under the Plan, an Allowed Secured Tax Claim shall not include any amounts claimed for penalties or other non-
pecuniary loss; such amounts shall be separately classified in a Class junior to all Claims for pecuniary losses.
Secured Tax Claims filed or listed in Debtors' Schedules to date total $147.03.

(2) Impairment and Voting

Secured Tax Claims are impaired by the Plan, and holders of Secured Tax Claims are entitled to vote on the
Plan.

(3) Treatment

Unless otherwise agreed, each holder of an unpaid and Allowed Secured Tax Claim shall receive an amount in
Cash equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the later of: (i) the
Effective Date, (ii) the date such Claim becomes Allowed; or (iii) if the payment on the Claim is not due until after
the Effective Date, the date the payment is due in the ordinary course of the Debtors' business. No deficiency
claim will be Allowed, as set forth in section 502(b)(3) of the Bankruptcy Code. For purposes of distribution and
otherwise under the Plan, an Allowed Secured Tax Claim shall not include any amounts claimed for penalties or
other

                                                         -24-
non-pecuniary loss; such amounts shall be separately classified in a Class junior to all other Classes for pecuniary
losses. Distributions to holders of Secured Tax Claims under the Plan shall be made by the Liquidating Trustee.

b. CLASS 2 - SECURED NON-TAX CLAIMS

(1) Definition

A Secured Non-Tax Claim is a Secured Claim other than a Secured Tax Claim. The large majority of Secured
Non-Tax Claims, consisting mostly of the Claims by the Secured Lenders, have previously been paid pursuant to
an order of the Bankruptcy Court. Secured Non-Tax Claims filed or listed in the Debtors' Schedules that have
not yet been paid total $30,642.66.

In addition to the Secured Non-Tax Claims set forth above, there may be Persons who may wish to assert a
Secured Non-Tax Claim. Any Person who wishes to assert a lien or other interest in such property must file a
written objection to confirmation of the Plan and serve such objection on counsel for the Debtors and the
Committee by no later than _____________, 2005. Absent such an objection, the right to assert a lien or other
interest in property of the Debtors' Chapter 11 estates will be forever barred.

(2) Impairment and Voting

Secured Non-Tax Claims are not impaired by the Plan, and holders of Secured Non-Tax Claims are not entitled
to vote on the Plan. Holders of Secured Non-Tax Claims are conclusively presumed to have accepted the Plan.

(3) Treatment

Each unpaid and Allowed Secured Non-Tax Claim shall (i) be reinstated or rendered unimpaired in accordance
with section 1124 of the Bankruptcy Code, or (ii) receive such other treatment as the Liquidating Trustee, the
Committee and the holder of the Claim agree to in writing. Any obligations resulting from such reinstatement or
agreement shall be satisfied by the Liquidating Trustee.

c. CLASS 3 - PRIORITY NON-TAX CLAIMS

(1) Definition

                                                       -25-
A Priority Non-Tax Claim is a Claim entitled to priority in payment as specified in section 507(a) of the
Bankruptcy Code, other than an Administrative Expense Claim or a Priority Tax Claim. Many Priority Non-Tax
Claims, consisting mostly of Claims by employees for wages and other benefits, have previously been paid
pursuant to an order of the Bankruptcy Court. Priority Non-Tax Claims filed or listed in the Debtors' Schedules
total $1,296,224.52.

(2) Impairment and Voting

Priority Non-Tax Claims are not impaired by the Plan, and holders of Priority Non-Tax Claims are not entitled to
vote on the Plan. Holders of Priority Non-Tax Claims are conclusively presumed to have accepted the Plan.

(3) Treatment

Unless otherwise agreed, each holder of an Allowed Priority Non-Tax Claim shall receive an amount in Cash
equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the later of (i) the
Effective Date, (ii) the date such Claim becomes Allowed; or (iii) if the payment on the Claim is not due as of the
Effective Date, the date the payment is due in the ordinary course of the Debtors' business. Distributions to
holders of Priority Non-Tax Claims under the Plan shall be made by the Liquidating Trustee.

d. CLASS 4 -- GENERAL UNSECURED CLAIMS

(1) Definition

A General Unsecured Claim is any Claim against the Debtors that is not a Secured Claim, an Administrative
Expense Claim, a Priority Claim, a Penalty Claim, a Preferred Stock Interest, a Post-Effective Date
Administrative Fee and Expense, an Equity Interest, or an Intercompany Claim. General Unsecured Claims filed
or listed in Debtors' Schedules to date total $6,785,707.95.

(2) Impairment and Voting

General Unsecured Claims are impaired by the Plan, and holders of General Unsecured Claims are entitled to
vote on the Plan.

                                                       -26-
(3) Treatment

Except to the extent that a holder of a General Unsecured Claim agrees to different treatment, holders of Allowed
Class 4 Claims shall receive an amount equal to no more than the Allowed amount of such Claim (1) in New
Common Stock equal in number to the Pro Rata share of 3.25% of the issued and outstanding common stock of
the Reorganized Debtor on the Effective Date, which constitutes 313,871 shares of New Common Stock, plus
(2) Cash, equal to the Pro Rata share of the remaining Cash held by the Liquidating Trust after payment or
reservation of all amounts to be distributed under the Plan to the holders of Administrative Expense Claims,
Priority Claims, Secured Claims, and Post-Effective Date Administrative Fees and Expenses. Distributions will be
made to Creditors holding General Unsecured Claims as soon as practicable after all of the Trust Assets have
been liquidated (other than the New Common Stock) and all Disputed Claims have been resolved in accordance
with Article VI of the Plan. If appropriate, the Liquidating Trust may authorize interim distributions. Distributions
to holders of General Unsecured Claims under the Plan shall be made by the Liquidating Trustee.

3. CLASS 5 - PENALTY CLAIMS

a. Impairment and Voting

Class 5 is impaired by the Plan, and holders of Class 5 Penalty Claims are entitled to vote on the Plan.

b. Treatment

The Plan Proponents expect that there will not be any funds available for distribution to holders of Class 5
Penalty Claims unless the value of the New Common Stock, as determined in accordance with Section C.3 of
this Article III, and Excess Cash exceeds the amount of Class 4 Claims. In the event that the value of the New
Common Stock and Excess Cash exceeds the amount of Class 4 Claims, and except to the extent that a holder
of an Allowed Class 5 Penalty Claim agrees to a different treatment, each holder of an Allowed Class 5 Penalty

                                                        -27-
Claim shall receive an amount in Cash equal to its Pro Rata share of any Excess Cash remaining after Class 4
Claims have been paid in full with pre-petition interest. Distributions will be made to holders of Class 5 Penalty
Claims as soon as practicable once all of the Debtors' assets have been liquidated and all Disputed Claims have
been resolved in accordance with Article VI of this Plan. Distributions to holders of Class 5 Penalty Claims under
the Plan shall be made by the Liquidating Trustee.

4. CLASS 6 - PREFERRED STOCK INTERESTS

a. Impairment and Voting

Class 6 is impaired by the Plan, and holders of Class 6 Preferred Stock Interests are entitled to vote on the Plan.

b. Treatment

The Plan Proponents expect that there will not be any funds available for distribution to holders of Class 6 Stock
Interests unless the value of the New Common Stock, as determined in accordance with Section C.3 of this
Article III, and Excess Cash exceeds the amount of Class 4 Claims and Class 5 Claims. In the event that the
value of the New Common Stock and Excess Cash exceeds the amount of Class 4 Claims and Class 5 Claims,
and except to the extent that a holder of an Allowed Class 6 Preferred Stock Interest agrees to a different
treatment, each holder of an Allowed Class 6 Preferred Stock Interest shall receive an amount in Cash equal to
its Pro Rata share of any Excess Cash remaining after Class 5 Claims have been paid in full with pre-petition
interest. Distributions will be made to holders of Class 6 Preferred Stock Interests as soon as practicable once all
of the Debtors' assets have been liquidated and all Disputed Claims have been resolved in accordance with
Article VI of this Plan. Distributions to holders of Class 6 Preferred Stock Interests under the Plan shall be made
by the Liquidating Trustee. All Class 6 Preferred Stock Interests shall be cancelled and extinguished on the
Effective Date.

5. CLASS 7 - OLD COMMON STOCK INTERESTS

a. Impairment and Voting

                                                       -28-
Class 7 is impaired by the Plan. Because holders of Class 7 Old Common Stock Interests are not entitled to
receive or retain any property under the Plan, holders of Class 7 Old Common Stock Interests are deemed not
to have accepted the Plan.

b. Treatment

On the Effective Date, Class 7 Old Common Stock Interests shall be cancelled and extinguished and holders of
Class 7 Old Common Stock Interests shall not be entitled to, and shall not receive, any property or interest in
property on account of such Class 7 Old Common Stock Interests; provided, however, that after payment of all
Class 6 Preferred Stock Interests in full, each holder of a Class 7 Old Common Stock Interest shall receive an
amount equal to such holder's Pro Rata share of any remaining Cash held by the Liquidating Trust.

C. MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN

1. SUBSTANTIVE CONSOLIDATION

On the Effective Date, all assets of FVC and CUseeMe shall be deemed merged and treated as though they
were held by a single entity, and all liabilities of FVC and CUseeMe shall be treated as though they were owed
by a single entity, for all purposes related to the Plan, including, but not limited to, voting, confirmation, and
distribution. No distributions shall be made under the Plan on account of any Intercompany Claim. Any and all
obligations of FVC arising from guarantees of CUseeMe's liabilities, and any and all obligations of CUseeMe
arising from guarantees of FVC's liabilities, shall be deemed eliminated so that any Claim against one of the
Debtors and any guarantee thereof executed by the other and any joint or several liability of any of the Debtors
shall be deemed to be one obligation of the consolidated Debtors, and each and every Claim filed or to be filed in
the Chapter 11 Cases shall be deemed filed against the consolidated Debtors. Such substantive consolidation
shall not (other than for purposes related to the Plan) affect the legal and corporate structures of the Debtors.

2. FUNDING FOR THE PLAN

                                                      -29-
The Plan will be funded by the Trust Assets, which include (a) all property of the Estate transferred by the
Debtors to the Liquidating Trust in accordance with Article IV of the Plan, (b) any recoveries received by the
Liquidating Trust from the prosecution of Causes of Action, (c) any other property of the Estate received or
recovered by the Liquidating Trust, and (d) the shares of New Common Stock to be issued to the Estate
pursuant to the Merger of FVC and U.S. Dry Cleaning, which shall be equal to 3.25% of the issued and
outstanding common stock of the Reorganized Debtor on the Effective Date or approximately 313,871 shares of
New Common Stock.

3. THE LIQUIDATING TRUST

a. APPOINTMENT OF LIQUIDATING TRUSTEE

Gregory Sterling of Receivers Incorporated, who has been appointed Chief Restructuring Officer and designated
the Estate's Responsible Individual by order dated June 7, 2005, shall be appointed Liquidating Trustee in the
Confirmation Order. Such appointment is subject to the terms of the Liquidating Trust Agreement, which is
attached to the Plan as Exhibit "A".

b. ESTABLISHMENT OF LIQUIDATING TRUST

On the Effective Date, the Debtors, the Liquidating Trustee and the Committee shall execute the Liquidating Trust
Agreement and shall take all other steps necessary to establish the Liquidating Trust. The Liquidating Trust shall
be represented by, and act through, the Liquidating Trustee, and its affairs and administration shall be governed
by the Plan, the Confirmation Order, the Liquidating Trust Agreement, and applicable bankruptcy and non-
bankruptcy law.

c. TRANSFER OF ASSETS TO THE LIQUIDATING TRUST

On the Effective Date, the Debtors shall transfer all of the Trust Assets, except for assets needed to consummate
the anticipated merger of FVC with U.S. Dry Cleaning, to the Liquidating Trust. The Debtors shall also execute
and deliver all documents reasonably required by the Liquidating Trust, including the endorsement of any
instruments, all business records of the Debtors, and authorizations to permit the Liquidating Trust to access all
bank

                                                       -30-
records, tax returns, and other files and records of the Debtors. All business records of the Debtors transferred
to the Liquidating Trust shall constitute the business records of the Liquidating Trust pursuant to Federal Rule of
Evidence 803(b) in any subsequent legal proceeding(s). The Liquidating Trust, after the Effective Date, shall
control all of the Debtors' applicable legal privileges, including control over the attorney-client privilege, for
matters arising from or relating to transactions occurring, in whole or in part, prior to the Effective Date. The
Liquidating Trust shall be considered the successor in interest to the Debtors.

The transfer of assets to the Liquidating Trust shall be treated for federal income tax purposes and for all
purposes of the Internal Revenue Code of 1986, as amended (the "Tax Code") (e.g., sections 61(a)(12), 483,
1001, 1012 and 1274), as a transfer to creditors to the extent creditors are beneficiaries of the Liquidating Trust.
The transfer will be treated as a deemed transfer to the beneficiary-creditors followed by a deemed transfer by
the beneficiary-creditors to the Liquidating Trust. The beneficiaries of the Liquidating Trust shall be treated as the
grantors and deemed owners of the Liquidating Trust for federal income tax purposes.

On the Effective date, U.S. Dry Cleaning will merge with and into FVC. Upon successful completion of the
Merger, the Liquidating Trust shall receive shares of New Common Stock equal to 3.25% of the issued and
outstanding common stock of the Reorganized Debtor on the Effective Date or approximately 313,871 shares of
New Common Stock for the benefit of the beneficiaries of the Liquidating Trust in accordance with the Plan, the
Liquidating Trust Agreement, the Confirmation Order and applicable law. In accordance with order approving
the retention of Gregory Sterling as Chief Reorganization Officer, he will receive 0.75% of common stock in the
Reorganized Debtor or approximately ___ shares of New Common Stock, upon successful completion of the
Merger; the ___ shares of New Common Stock to be issued to Gregory Sterling are in addition to the 313,871
shares of New Common Stock to be issued to the Liquidating Trust.

                                                        -31-
U.S. Dry Cleaning has calculated, on a pro forma basis, that the value of the shares of New Common Stock
equal to 3.25% of the issued and outstanding common stock of the Reorganized Debtor has an aggregate value
of $520,000. It is anticipated that the common stock of the Reorganized Debtor, including the approximately
313,871 shares of New Common Stock, will begin to be publicly traded approximately two months following
confirmation of the Plan. For purposes of calculating distributions to be made under the Plan, the value of the
313,871 shares of New Common Stock shall be calculated based upon the average closing bid price for a share
of stock for the five (5) trading days prior to the close of trading on the sixtieth (60th) day following the first day
that such stock was traded publicly. The Liquidating Trustee shall not distribute any of the New Common Stock
any earlier than the later of (a) the sixtieth (60th) day following the first day that such stock was traded publicly,
and (b) the date of the initial distribution (other than New Common Stock) to holders of Class 4 General
Unsecured Claims.

d. RIGHTS, POWERS AND DUTIES OF LIQUIDATING TRUST/TRUSTEE

The Liquidating Trustee shall have all rights, powers and duties specified in the Plan, the Liquidating Trust
Agreement, the Confirmation Order and applicable law. The Liquidating Trustee's duties shall include, but not be
limited to, converting to Cash the Trust Assets, making timely distributions of Cash and the New Common Stock,
and not unduly prolonging the duration of the Liquidating Trust. The Liquidating Trustee's rights and powers shall
include, but not be limited to, the rights and powers of a debtor in possession under section 1107 of the
Bankruptcy Code, the power to administer the Trust Assets, prosecute for the benefit of the Liquidating Trust
any Causes of Action, and to otherwise perform the functions and take the actions provided for or permitted in
the Liquidating Trust Agreement. On the Effective Date, the Liquidating Trustee shall be designated and serve as
the representative of the Estate in accordance with section 1123(b)(3)(B) of the Code.

e. PROSECUTION OF CAUSES OF ACTION

                                                         -32-
Any and all proceeds generated from the prosecution of the Causes of Action shall constitute property of the
Liquidating Trust to be distributed in accordance with the Plan. On the Effective Date, the Liquidating Trustee
and the Committee shall be designated and serve as representatives of the Estate in accordance with section
1123(b)(3)(B) of the Code. The Liquidating Trustee and the Committee shall have authority, but shall not be
required, to prosecute Causes of Action on behalf of the Liquidating Trust. The Liquidating Trust and the
Committee shall not be subject to any counterclaims in respect of the Causes of Action; provided, however, that
the Causes of Action will be subject to any setoff rights to the same extent as if the Debtors had pursued the
Causes of Action themselves.

Notwithstanding any provision or interpretation to the contrary (except Article IX of this Plan), nothing in the Plan
or the Confirmation Order, including the entry thereof, or the Liquidating Trust Agreement shall constitute or be
deemed to constitute a release, waiver, relinquishment or bar, in whole or in part, of any Causes of Action
possessed by the Estate or the Debtors prior to the Effective Date. In the event that the Bankruptcy Court, or
any other court of competent jurisdiction, determines that the assignment of any Causes of Action to the
Liquidating Trust pursuant to the Plan is invalid or does not grant to the Liquidating Trust, through either the
Liquidating Trustee or the Committee, standing to pursue such Causes of Action, then in such case the
Liquidating Trust shall be deemed appointed as the representative of the Estate for purposes of pursuing such
Causes of Action, and the proceeds thereof shall be distributed in accordance with the terms of the Plan.

f. POST-EFFECTIVE DATE ADMINISTRATIVE FEES AND EXPENSES

Except as otherwise ordered by the Bankruptcy Court or provided in the Plan and Liquidating Trust Agreement,
the amount of any reasonable Post-Effective Date Administrative Fees and Expenses shall be paid by the
Liquidating Trustee in Cash in accordance with the Liquidating Trust Agreement. The Liquidating Trustee shall
also comply with all reporting requirements of the U.S. Trustee. The Liquidating Trustee shall have the authority
to employ counsel

                                                        -33-
by order of the Bankruptcy Court upon a duly-filed application in accordance with the Bankruptcy Code and
Bankruptcy Rules.

g. DISSOLUTION OF LIQUIDATING TRUST

Upon completion of its function as designated in the Plan and in the Liquidating Trust Agreement, the Liquidating
Trust shall be dissolved.

4. EMPLOYEE ISSUES

a. EMPLOYEES

As of the Effective Date, the then-current directors, officers and other employees of the Debtors shall be relieved
of their positions and corresponding duties and obligations, and shall be deemed terminated "without cause,"
including for purposes of any employment agreements or severance obligations, in addition to any rejection of
employment agreements or severance obligations in accordance with Article VIII.

b. TREATMENT OF EMPLOYEE BENEFIT PROGRAMS

As soon as practicable following the Effective Date, to the extent not otherwise accomplished prior to the
Effective Date, all Employee Benefit Programs shall be deemed terminated in accordance with their terms without
further action by the Debtors, the Estate, the Liquidating Trustee, or the Committee. All rights are reserved to
assert that the agreements underlying any of the Employee Benefit Programs constitute executory contracts that
may be rejected pursuant to Article VIII of the Plan. The Liquidating Trustee, in consultation with the Committee,
shall take any actions and make payment of the actual amount, if any, required to be contributed to or on account
of an employee program to permit the termination of such programs and discharge all benefit liabilities to
participants and beneficiaries of such program.

5. DISSOLUTION OF CUSEEME

As of the Effective Date, CUseeMe, after having transferred all its property to the Liquidating Trust pursuant to
the Plan, and after having terminated the employment of all employees, if any, shall be deemed dissolved without
the necessity for any further actions, except for such administrative actions as may be necessary to carry out the
purposes of the Plan and wind-up of

                                                       -34-
its affairs; provided, however, that CUseeMe or the Liquidating Trustee shall file with the Secretary of State for
its state of incorporation a certificate of dissolution and/or other document necessary for dissolution, which may
be executed by an officer of CUseeMe or the Liquidating Trustee without the need for approval by the Board of
Directors or Equity Interest holders or compliance with state law.

D. RISK FACTORS

The projected percentage distribution to creditors in the Plan is a function of the amount of Cash on hand, the
amount of Cash actually recovered through prosecution of Causes of Action or otherwise, the value of the New
Common Stock and the amount of Claims ultimately allowed against the Estate. The following may directly
impact the amount paid out to holders of Allowed Claims and the value of the New Common Stock:

1. THE OUTCOME OF CLAIM OBJECTIONS AND LITIGATION, IF ANY

The success of the Liquidating Trustee and the Committee with respect to Claim objections and litigation
(including but not limited to prosecution of Causes of Action), if any, will directly impact the amount paid out to
holders of Allowed Claims. At this time, the Claims have not been reviewed nor the potential Causes of Actions
evaluated. It will be solely within the discretion of the Committee and the Liquidating Trustee to perform these
tasks post-confirmation. The Committee and the Liquidating Trustee will make such decisions in the best interest
of Creditors taking into account the potential recoveries, legal fees and costs, the total amount of Claims, and the
potential benefit to Creditors.

2. THE FINAL LIQUIDATION VALUES OF THE CLAIMS

Certain Claims against the Debtors are contingent, unliquidated and/or disputed. Consequently, the amounts paid
out to holders of General Unsecured Claims (and to holders of junior Claims and Equity Interests) may be
directly affected by the occurrence or non-occurrence of contingencies, and/or the final liquidation values of the
Claims.

                                                        -35-
3. RISK FACTORS RELATING TO NEW COMMON STOCK

There can be no assurances that U.S. Dry Cleaning will be able to identify suitable acquisition candidates,
complete any such acquisitions, integrate acquired operations into existing operations or expand into new
markets. Costs of integrating acquisitions with U.S. Dry Cleaning's operations may adversely affect U.S. Dry
Cleaning's operating results, particularly in the quarters immediately following one or more acquisition(s). Once
integrated, an acquired operation may not achieve anticipated levels of revenue or profitability or otherwise
perform as expected. Furthermore, U.S. Dry Cleaning intends to finance future acquisitions and new store
openings with cash from operations, the issuance of stock, borrowings, and the net proceeds from the sale of
debt and/or equity securities. If U.S. Dry Cleaning does not have sufficient cash from operations, adequate credit
facilities or the ability to raise cash through the sale of debt and/or equity securities, it will be unable to pursue its
growth strategy. Of course, there can be no assurances as to the trading price of the New Common Stock.

E. THE COMMITTEE

1. SURVIVAL OF THE COMMITTEE

Except as otherwise provided in the Plan, the Committee shall continue, as presently constituted in the Chapter
11 Cases, after the Effective Date and shall exercise the rights and powers set forth in this Article.

2. RIGHTS, POWERS AND DUTIES OF THE COMMITTEE

a. POWERS OF COMMITTEE, GENERALLY.

After the Effective Date and until the Chapter 11 Cases are closed or dismissed, the Committee shall continue to
have all the powers and duties provided under section 1103 of the Bankruptcy Code and the Plan. The
Committee is also appointed as an additional representative of the Estate under section 1123(b)(3) of the
Bankruptcy Code, subject to the limitations set forth in the Plan and the Liquidating Trust Agreement.

b. POWERS OF THE COMMITTEE OVER THE LIQUIDATING TRUSTEE

                                                          -36-
With respect to the Liquidating Trustee, the Committee shall have the power to (a) monitor and supervise the
Liquidating Trustee; (b) remove the Liquidating Trustee upon a majority vote of the Committee approving such
removal and thirty (30) days' written notice to the Liquidating Trustee; (c) appoint a replacement Liquidating
Trustee (in the event that the Liquidating Trustee voluntarily resigns or is removed by the Committee) upon a
majority vote of the Committee; (d) in the event of a breach by the Liquidating Trustee, take such action as the
Committee deems necessary to protect the interests of the Estate or the beneficiaries of the Liquidating Trust; and
(e) prosecute Causes of Action on behalf of the Estate, the Liquidating Trust and Liquidating Trustee.

3. LIABILITY OF THE COMMITTEE AND ITS MEMBERS

a. STANDARD OF CARE

Except in the case of willful misconduct or gross negligence, neither the Committee nor any member thereof shall
be liable for any loss or damage by reason of any action taken or omitted by it pursuant to the discretion, power,
and authority conferred by the Plan or Bankruptcy Court orders.

b. NO LIQUIDATING TRUSTEE LIABILITY

The Liquidating Trustee shall not be personally liable for the acts or omissions of the Committee or any
Committee member, or any person employed by the Committee.

c. NO IMPLIED OBLIGATIONS

There are no implied covenants or obligations of the Committee or its members except for those that are in the
Plan or Confirmation Order.

d. ADVICE OF PROFESSIONALS

In the exercise or administration of any powers granted under the

Plan, or in the performance of any of the Committee's duties and obligations in connection therewith, the
Committee may consult with and act directly or through any Professional. Neither the Committee nor its members
shall be liable for anything done, suffered or omitted in good faith in accordance with the advice or opinion of any
Professional, so long as such advice or opinion pertains to

                                                       -37-
matters that the Committee may reasonably presume to be within the scope of such Professional's expertise.

e. EXCULPATION OF THE COMMITTEE

The Committee shall have no duties or obligations to the Estate or the Liquidating Trust except as set forth in the
Plan and the Confirmation Order.

f. INDEMNIFICATION OF THE COMMITTEE

Neither the Committee nor any Committee member shall be liable to any individual Creditor, and shall be liable
only to the Estate, for acts or omissions related to performance of its duties for the Estate. The Committee shall
be liable to the Estate only for such of its own acts as shall constitute willful misconduct or gross negligence.
Except as provided in the Plan, the Committee shall be defended, held harmless, and indemnified by the Estate
against any and all losses, claims, costs, expenses, and liabilities (including reasonable legal fees and expenses)
asserted by any Person other than the Estate and any costs of defending any action brought by any Person other
than the Estate to which the Committee may be subject by reason of its execution in good faith of its duties under
the Plan and the Confirmation Order and in a manner the Committee reasonably believes to be in the best
interests of the Estate. This indemnity is intended to be and shall be interpreted as providing indemnity to the
fullest extent permissible under California law.

4. EMPLOYMENT AND COMPENSATION OF COMMITTEE'S COUNSEL

a. After the Effective Date, the employment of Committee's Counsel by

the Estate shall continue post-Confirmation on the same terms and conditions as its employment in the Chapter
11 Cases. Committee's Counsel shall monitor the post-Confirmation activities of the Liquidating Trust, advise the
Committee of such activities, prosecute Causes of Action and objections to Claims where appropriate, and
perform all reasonably necessary actions to ensure the execution of the Plan. The Committee may not employ
additional Professionals absent an order of the Bankruptcy Court, after notice to the Liquidating Trustee, the U.S.
Trustee, and parties requesting notice in accordance with

                                                       -38-
Article XII of the Plan and a hearing. Committee's Counsel shall be compensated by the Liquidating Trustee, with
such compensation being subject to approval by the Bankruptcy Court on notice to the Committee, the
Liquidating Trustee, the U.S. Trustee and parties requesting post-confirmation notice.

b. Committee members shall serve without compensation, but shall be entitled to reimbursement of their
reasonable and necessary out of pocket expenses. Committee members shall submit a detailed invoice to the
Liquidating Trustee and the Committee's Counsel, which invoice shall be paid within thirty
(30) days of the submission thereof. If the Liquidating Trustee objects to a portion of the invoice, the Liquidating
Trustee shall timely pay the undisputed portion of the invoice and shall reserve monies in the amount of the
disputed invoice pending resolution of the objection by (a) written agreement between the member submitting the
invoice and the Liquidating Trustee, or (b) resolution of the disputed amount by the Bankruptcy Court pursuant to
a Final Order. Committee members shall also be entitled to coverage by an errors and omissions policy to
indemnify them against claims, including defense costs, to the same extent as the Liquidating Trustee.

5. TERMINATION OF THE COMMITTEE

Except as otherwise provided in the Plan, the Committee shall be dissolved and its members discharged upon
entry of a final decree in the Chapter 11 Cases.

F. DISPUTED CLAIMS

1. OBJECTIONS TO CLAIMS

a. AUTHORITY TO PROSECUTE CLAIM OBJECTIONS

Unless otherwise ordered by the Bankruptcy Court after notice and a hearing, and except as expressly provided
herein, from and after the Effective Date the Liquidating Trustee and the Committee shall have the exclusive right
to file objections to Claims and Equity Interests. As to objections filed by the Debtors or the Committee prior to
the Effective Date but not resolved or determined before the Effective Date, the Liquidating Trustee and the
Committee

                                                       -39-
shall be vested on the Effective Date with all rights, interests, and authority of the Debtors or the Committee with
respect to the objections.

b. CLAIMS OBJECTION DEADLINE

Except as otherwise provided in the Plan, the deadline for objecting to Claims shall be one hundred eighty (180)
days after the Effective Date or as may be further extended by order of the Bankruptcy Court; provided,
however, that if the holder of a Claim is a debtor under any Chapter of the Bankruptcy Code, then the deadline
shall be one hundred eighty (180) days after the Liquidating Trustee or the Committee obtains relief from stay or
other relief which will permit the filing of an objection to such Claim.

c. NO DISTRIBUTIONS PENDING ALLOWANCE

Notwithstanding any other provision of the Plan, no Cash or other property shall be distributed under the Plan on
account of any Claim or portion thereof unless and until such Claim or portion thereof becomes Allowed.

d. AUTHORITY TO SETTLE DISPUTED CLAIMS

                    From and after the Effective Date, the Liquidating Trustee and the

Committee shall be authorized to compromise or settle, pursuant to Bankruptcy Rule 9019 and section 105(a) of
the Bankruptcy Code, Disputed Claims or Equity Interests that are not Allowed under the Plan or by Final Order
of the Bankruptcy Court in accordance with the following procedures, which shall constitute sufficient notice in
accordance with the Bankruptcy Code and the Bankruptcy Rules for compromise or settlement of claims:

1) If the proposed amount at which the Disputed Claim to be Allowed is less than or equal to $10,000, the
Liquidating Trustee or the Committee, as appropriate, shall be authorized and empowered to settle the Disputed
Claim and execute necessary documents, including a stipulation of settlement or release, upon (i) the Liquidating
Trustee or the Committee's receipt of the consent (such consent not to be unreasonably withheld) of the
Committee in the case of a settlement by the Liquidating Trustee or the consent of the Liquidating Trustee in the
case of a settlement by the Committee, or (ii)

                                                        -40-
Bankruptcy Court approval of such settlement after a hearing on notice to the Liquidating Trustee or the
Committee (as appropriate), the U.S. Trustee and parties requesting post-confirmation notice in accordance with
Article XII of the Plan and a hearing; and

2) If the proposed amount at which the Disputed Claim is to be Allowed is greater than $10,000, the Liquidating
Trustee or the Committee (as appropriate) shall be authorized and empowered to settle such Disputed Claim and
execute necessary documents, including a stipulation of settlement or release, only upon receipt of Bankruptcy
Court approval of such settlement after notice to the Liquidating Trustee or the Committee (as appropriate), the
U.S. Trustee and parties requesting post-confirmation notice in accordance with Article XII of the Plan and a
hearing.

e. SETOFFS

The Liquidating Trustee may, in accordance with section 553 of the Bankruptcy Code and applicable non-
bankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant to the Plan on
account of such Claim (before any distribution is made on account of such Claim), the claims, rights and causes of
action of any nature that the Debtors or the Estate may hold against the holder of such Allowed Claim; provided,
however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Debtors, the Estate, the Liquidating Trustee or the Committee of any such claims, rights
and causes of action that the Debtors or the Estate may possess against such holder.

f. ESTIMATION OF CLAIMS

Subject to the allocation of authority and responsibility provided in the Plan, the Liquidating Trustee or the
Committee may at any time request that the Bankruptcy Court estimate, pursuant to section 502(c) of the
Bankruptcy Code, any Claim that is contingent, unliquidated or disputed, regardless of whether any party in
interest has previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection,
and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation

                                                        -41-
concerning any objection to any Claim, including during the pendency of any appeal relating to any such
objection.

In the event that the Bankruptcy Court estimates any contingent. unliquidated or disputed Claim, the amount of
such estimation will constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on such Claim, the
Liquidating Trustee or the Committee, as appropriate, may elect to pursue any supplemental proceedings to
object to any ultimate payment on account of such Claim.

All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and are not
necessarily exclusive of one another. Claims may be estimated and thereafter resolved by any mechanism
permitted under the Bankruptcy Code or the Plan.

2. AMENDMENTS TO CLAIMS

Prior to the Confirmation Date, a Claim may be amended only as agreed upon by the Liquidating Trustee, the
Committee, and the holder of such Claim, or as otherwise permitted by the Bankruptcy Court, the Bankruptcy
Rules and applicable law. After the Confirmation Date, a Claim may be filed only with the authorization of the
Bankruptcy Court, and may be amended only with the authorization of the Bankruptcy Court or as agreed upon
by the Liquidating Trustee, the Committee, and the holder of such Claim. Any new or amended Claim filed in
violation of this paragraph shall be deemed disallowed in full without any action by the Debtors, the Liquidating
Trustee, or the Committee.

G. DISTRIBUTIONS

1. DISBURSING AGENT

The Liquidating Trustee shall act as the disbursing agent under the Plan. Cash distributions shall be made by the
Liquidating Trustee in accordance with the Plan.

2. CLAIM DISTRIBUTION RECORD DATE

                                                       -42-
The date of record for determining the entitlement of any holder of a Claim is the Claim Distribution Record Date.
The Debtors, the Liquidating Trustee, the Committee and each of their respective agents, successors, and assigns
shall have no obligation to recognize any transfer of Claims occurring after the Claim Distribution Record Date
and shall be entitled instead to recognize and deal for all purposes hereunder only with those record holders of
Claims as of the Claim Distribution Record Date irrespective of the number of distributions to be made under the
Plan to such Persons or the date of such distributions. An assignee of a transferred and assigned scheduled or
filed Claim shall be permitted to receive distributions in accordance with the Plan only if the transfer and
assignment has been reflected on the Bankruptcy Court's docket as of the Claim Distribution Record Date.

a. DISPUTED CLAIMS RESERVE

On the Effective Date and from time-to-time as further distributions are made, the Liquidating Trustee shall
deposit into the Disputed Claims Reserve Account distributions for any Disputed Claims based on the assumption
that all such disputed items will be allowed in full, unless the Bankruptcy Court shall estimate that a smaller
reserve is sufficient. If the Bankruptcy Court so orders, any claimant whose Claim is so estimated shall have
recourse only to the reserve established by the Bankruptcy Court for such Claimant's Disputed Claim, and not to
the Debtors, the Estate, the Liquidating Trustee, the Committee or any Person receiving property or distributions
under the Plan, even if the Allowed Claim of such claimant exceeds the maximum estimation of such Claim.
THUS, THE BANKRUPTCY COURT'S ESTIMATION OF A DISPUTED CLAIM WILL LIMIT THE
DISTRIBUTION TO BE MADE THEREON, REGARDLESS OF THE AMOUNT FINALLY ALLOWED
ON ACCOUNT OF SUCH CLAIM. All interest, dividends, and profits earned in the Disputed Claims Reserve
Account shall be property of the Estate and shall accrue for the benefit of the Estate, and no holder of any Claim
or any Disputed Claim shall have any rights in such interest, dividends, or profits, except as provided in the Plan.

                                                       -43-
3. MANNER OF PAYMENT UNDER THE PLAN

Any payments of Cash made by the Liquidating Trustee on account of Allowed Claims pursuant to the Plan may
be made either by check or by wire transfer, at the option of the Liquidating Trustee, and drawn on or from the
Plan Disbursement Account.

4. DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE DISTRIBUTIONS

Distributions to holders of Allowed Claims under the Plan shall be made at the address of each such holder as set
forth on the Schedules filed with the Bankruptcy Court, unless superseded by a new address as set forth (i) on a
proof of claim filed by a holder of the Claim, (ii) in another writing notifying the Liquidating Trustee of a change of
address prior to the Claim Distribution Record Date, or (iii) in a request for payment of an Administrative
Expense Claim, as the case may be. If any holder's distribution is returned as undeliverable, no further
distributions to such holder shall be made unless and until the Liquidating Trustee is notified of such holder's then-
current address, at which time all missed distributions shall be made to such holder, without interest.

Except as provided in the Plan, any distribution under the Plan on account of an Allowed Claim that is
undeliverable to the claimant's last known address and which is unclaimed ("Unclaimed Property") shall be
deposited into the Disputed Claims Reserve Account to be held for the benefit of the holders of Allowed Claims
entitled thereto under the terms of the Plan. Upon presentation of proper proof by a claimant entitled to such
Unclaimed Property, the Unclaimed Property due the claimant shall be released from the Disputed Claims
Reserve Account and paid to such claimant.

Notwithstanding the foregoing, one (1) year after the Unclaimed Property is initially distributed, claimants shall
cease to be entitled to the Unclaimed Property in which they previously had an interest, and such Unclaimed
Property shall then be transferred to the Plan Disbursement Account and distributed in the same manner as other
distributions, and the claimant to whom such Unclaimed Property was delivered shall forever be removed as the
holder of an Allowed Claim against the Debtors or the Estate and shall receive no

                                                         -44-
distributions under the Plan. Any distribution of New Common Stock under the Plan on account of an Allowed
Claim that is undeliverable to the claimant's last known address and which is unclaimed for one (1) year following
the initial distribution shall be cancelled on the books and records of the Reorganized Debtor one (1) year after
the New Common Stock is initially distributed under the Plan.

5. INTEREST ON CLAIMS

Unless otherwise specifically provided for in the Plan or the Confirmation Order, or required by applicable
bankruptcy law, interest, fees, costs, and other charges accruing or incurred on or after the Petition Date shall not
be paid on any Claim or Equity Interest. With respect to oversecured Claims (see 11 U.S.C. ss. 506(b)), post-
petition interest shall accrue on such Claims at the applicable statutory or contractual non-default rate, as the case
may be.

6. COMPLIANCE WITH TAX REQUIREMENTS

In connection with the Plan, to the extent applicable, the Liquidating Trustee in making Distributions under the
Plan shall comply with all tax withholding and reporting requirements imposed by any governmental unit, and all
distributions pursuant to the Plan shall be subject to such withholding and reporting requirements. The Liquidating
Trustee may withhold the entire distribution due to any holder of an Allowed Claim until such time as such holder
provides the necessary information to comply with any withholding requirements of any governmental unit. Any
property so withheld will then be paid by the Liquidating Trustee to the appropriate authority. If the holder of an
Allowed Claim fails to provide the information necessary to comply with any withholding requirements of any
governmental unit within six (6) months from the date of first notification to the holder of the need for such
information or for the Cash necessary to comply with any applicable withholding requirements, then the holder's
distribution shall be treated as an undeliverable distribution in accordance with the Plan.

7. ALLOCATION OF DISTRIBUTIONS

                                                        -45-
Distributions to any holder of an Allowed Claim shall be allocated first to the original principal portion of any such
Allowed Claim, and then, to the extent the consideration exceeds such amount, to the remainder of such Claim.

8. FRACTIONAL DOLLARS

Any other provision of the Plan notwithstanding, payments of fractions of dollars shall not be made. Whenever
any payment of a fraction of a dollar under the Plan would otherwise be called for, the actual payment made shall
reflect a rounding of such fraction to the nearest whole dollar (up or down), with half dollars being rounded up.
No fractional shares of New Common Stock shall be issued and all fractional shares shall be rounded down to
the nearest whole share. Holders of Allowed Claims who would be entitled to fractional shares but for this
provision shall receive no consideration therefor because such amount will be de minimis.

9. DE MINIMIS DISTRIBUTIONS

No Cash payment of less than twenty dollars ($20.00) shall be made by the Liquidating Trustee to any holder of
an Allowed Claim unless a request therefor is made in writing to the Liquidating Trustee. Any undistributed
amount shall be held over to the next distribution date, if any. No distribution of New Common Stock shall be
made to any holder of an Allowed Claim of less than five hundred dollars ($500.00) as such distribution will be
de minimis.

10. NO DISTRIBUTIONS ON ACCOUNT OF INTERCOMPANY CLAIMS

Notwithstanding anything to the contrary in the Plan, there shall be no distributions on account of Intercompany
Claims.

11. INVESTMENT OF CASH

The Liquidating Trustee shall invest and deposit Cash only in Allowed Investments and the Accounts referenced
in the Plan and the Liquidating Trust Agreement. Interest earned on any invested and deposited Cash shall not be
payable to any particular Class or Claim, but shall be held generally as Cash of the Estate.

12. CLAIMS COVERED BY INSURANCE

                                                        -46-
Any Allowed Claim that has available as a source of payment either an insurance policy issued to the Debtors or
the Liquidating Trustee or in which either Debtors, the Liquidating Trustee or the Estate has any rights as named
insured or beneficiary, including but not limited to general liability, workers compensation, and automobile
insurance, shall receive distributions pursuant to this section. Nothing in the Plan modifies, limits, impairs, or
otherwise affects the terms or provisions of any particular insurance policy, program, or agreement, or the nature
and extent of coverage thereunder.

a. AUTHORIZED INSURANCE PAYMENTS

If an insurer stipulates that payment of an Allowed Claim will not affect coverage for other Claims that may be
made under the same insurance policy (i.e., aggregate limits are sufficient to cover all such Claims), the claimant
may receive payment from said insurer without further order of the Bankruptcy Court. If there is no such
stipulation by the insurer (i.e., an aggregate limit may exist), the Liquidating Trustee shall use his best efforts to
obtain an order from the Bankruptcy Court authorizing the insurer to exercise either of the following two (2)
payment options:

1) Option A: The insurer shall pay the amount of the Allowed Claim (up to the amount of policy limits) to the
claimant if the Bankruptcy Court estimates that total Claims will not exceed the limits of the policy at issue and
authorizes payment; or

2) Option B: The insurer shall pay the amount of the Allowed Claim (up to the amount of the policy or bond
limits) to the Estate for Pro Rata distribution to all holders of Allowed Claims whose Claims are insured by the
particular insurance policy at issue. Upon said payment, all suits against the insurer based upon, arising out of, or
related to the Claim for which payment was made shall be enjoined. The funds paid to the Estate under this
section shall be deposited into a separate account, which shall be interest-bearing if possible, and held for
payment of only those Allowed Claims that are covered by the insurance policy at issue; and distribution of funds
in this account shall be made only when and on such terms as the Bankruptcy Court authorizes.

                                                         -47-
3) The Liquidating Trustee or any holder of an Allowed Claim that is covered by an insurance policy may file a
motion in the Bankruptcy Court for an order authorizing payment or distribution under this section, on notice to
the Liquidating Trustee, the Committee, the U.S. Trustee and parties requesting post-confirmation notice in
accordance with Article XII of the Plan, the claimant, and the applicable insurance company.

b. EXHAUSTION OF INSURANCE

Distributions on account of Allowed Claims shall be made first from the applicable insurance policies before any
distribution is made on account of such Allowed Claims from the Cash in the Estate, including from the Disputed
Claims Reserve Account. The Bankruptcy Court may provisionally determine or estimate that a Claim would be
covered by an insurance policy, if and to the extent it were an Allowed Claim, in which event the Claim shall be
provisionally disallowed and shall not receive any distributions from the Estate or the Disputed Claims Reserve
Account pending a determination by an arbitrator, judge, or court of competent jurisdiction as to whether and to
what extent such Claim is covered by the insurance policy. Each Allowed Claim shall be reduced by all payments
that the holders of said Allowed Claim receives pursuant to any insurance policy.

c. COVERAGE DENIED

a. If an insurer denies coverage of an Allowed Claim, then such Claim shall be treated the same as an Allowed
Claim in accordance with the Plan.

b. If the Estate, or the holder of an Allowed Claim, obtains a recovery from an insurer for an Allowed Claim for
which coverage was earlier denied, then the recovery shall be treated the same as a payment on account of
distributions made to holders of Allowed Claims in the same Class under this Plan. If the Claimant has previously
received a distribution of Cash from the Estate on account of its Allowed Claim, such distribution shall be
credited against the distribution made on account of Allowed Claims in its Class and, to the extent that the
insurance recovery plus the prior distribution exceeds the

                                                       -48-
distribution on account of such Allowed Claim, said surplus shall be retained by the Estate or, if held by the
claimant, turned over to the Estate.

d. CALCULATION OF CLAIM FOR DISTRIBUTIONS

In the event an Allowed Claim receives payment from an insurance policy and the holder thereof also seeks
distributions of Cash from the Estate, then the aggregate of (a) all payments received on account of said Allowed
Claim from any insurance, plus (b) distributions of Cash from the Estate on account of said Allowed Claim, shall
not exceed (c) an amount equal to the Cash and New Common Stock said Allowed Claim would have been
entitled to under the Plan.

H. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

1. APPROVAL OF REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

All executory contracts and unexpired leases that exist between the Debtors and any Person, whether or not
previously listed by the Debtors on their Schedule G's, shall be deemed rejected as of the Confirmation Date,
except for any executory contract or unexpired lease that (a) has been assumed or rejected pursuant to an order
of the Bankruptcy Court entered prior to the Confirmation Date, or (b) as to which a motion for approval of the
assumption of such contract or lease has been filed and served prior to the Confirmation Date. Entry of the
Confirmation Order shall constitute the approval, pursuant to section 365(a) of the Bankruptcy Code, of the
rejection of the executory contracts and unexpired leases rejected pursuant to the Plan.

2. BAR DATE FOR FILING PROOFS OF CLAIM RELATING TO EXECUTORY CONTRACTS AND
UNEXPIRED LEASES REJECTED PURSUANT TO THE PLAN

Claims arising out of the rejection of an executory contract or unexpired lease pursuant to the Plan must be filed
with the Bankruptcy Court no later than thirty (30) days after the Confirmation Date. Any Claims not filed within
such applicable time periods shall be forever barred from assertion and shall receive no distributions under the
Plan.

I. SETTLEMENT, EXCULPATION, INDEMNIFICATION AND RELEASES

                                                       -49-
1. EXCULPATION OF PLAN PROPONENTS AND THEIR AGENTS

Neither the Debtors, the Committee, nor any of their respective members, officers, directors, employees,
representatives, and agents (including, but not limited to any attorneys, advisors, investment bankers and other
professionals retained by such Persons) shall have or will incur any liability to any holder of a Claim or Equity
Interest for any act or omission in connection with, or arising out of the Chapter 11 Cases, the pursuit of
confirmation of the Plan, the consummation of the Plan, the administration of the Plan, or the distribution of
property under the Plan, except for liability based on willful misconduct or gross negligence as determined by
Final Order of the Bankruptcy Court. This provision shall not supercede the "safe harbor" from liability provided
by section 1125(e) of the Bankruptcy Code.

2. INDEMNIFICATION

The Debtors shall indemnify all of their officers and directors in office on the Confirmation Date from and against
any liability to the extent such liability is covered by any insurance policy in which such directors and officers are
insured.

3. RELEASE OF PARTIES ENTITLED TO INDEMNIFICATION AND EXCULPATION

All Creditors and Equity Interest holders who vote to accept the Plan shall be deemed to release the members,
officers, directors, employees, representatives, and agents of the Debtors and the Committee (including, but not
limited to any attorneys, advisors, investment bankers and other professionals retained by such Persons) with
respect to all claims, rights and causes of action that could have been brought by or on behalf of such Creditors
or Equity Interest holders, whether arising before, on or after the Petition Date, known or unknown, suspected or
unsuspected, in law or in equity.

In addition, the Debtors shall be deemed to release the members, officers, directors, employees, representatives,
and agents of the Debtors and the Committee (including, but not limited to any attorneys, advisors, investment
bankers and other professionals retained by such Persons) with respect to all claims, rights and causes of action
that could have been brought by or on behalf of such Creditors or Equity Interest holders, whether arising before,
on or

                                                         -50-
after the Petition Date, known or unknown, suspected or unsuspected, in law or in equity, except for liability
based on willful misconduct as determined by Final Order of the Bankruptcy Court.

IV.

                       CONFIRMATION REQUIREMENTS AND PROCEDURES

PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OF THE PLAN SHOULD
CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF
REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for the purpose of
alerting readers about basic confirmation issues that they may wish to consider, as well as certain deadlines for
filing Claims. The Plan Proponents CANNOT and DO NOT represent that the discussion contained below is a
complete summary of the law on this topic.

Many requirements must be met before the Bankruptcy Court can confirm a Plan. The requirements are set forth
in section 1129 of the Bankruptcy Code. For example, the Plan must be proposed in good faith and must be
feasible. Whether creditors accept the Plan (by vote), and whether the Plan pays creditors at least as much as
creditors would receive in a Chapter 7 liquidation, are also important. These requirements are not the only
requirements for confirmation.

A. VOTING TO ACCEPT OR REJECT THE PLAN

1. WHO MAY VOTE TO ACCEPT/REJECT THE PLAN

The Plan divides Claims against and Equity Interests in the Debtors into various classes, and provides separate
treatment for each class. A party has a right to vote to accept or reject the Plan if that party has a Claim or Equity
Interest that is both (1) Allowed for voting purposes, and (2) classified in an impaired class. Note, however, that
that a class is deemed to have not accepted the Plan if the Plan provides that the Claims or Equity Interests of
such class do not entitle the holders of such Claims or Equity Interests to receive or retain any property under the
Plan on account of such Claims or Equity Interests.

                                                        -51-
a. WHAT IS AN ALLOWED CLAIM OR INTEREST

A Claim or Equity Interest is Allowed for voting purposes if (i) it is listed by the Debtors on their Schedules as
undisputed, liquidated, and non-contingent, or asserted in a proof of claim or proof of interest filed with the
Bankruptcy Court; and (ii) no party in interest has objected to the Claim or Equity Interest on or before the
hearing on confirmation of the Plan. When an objection to a Claim or Equity Interest is filed, the creditor or
interest holder holding the Claim or Equity Interest cannot vote unless the Bankruptcy Court, after notice and a
hearing, either overrules the objection or allows the Claim or Equity Interest for voting purposes.

b. WHAT IS AN IMPAIRED CLAIM/INTEREST

A class is impaired if the Plan alters the legal, equitable, or contractual rights of the members of that class. For
example, a class comprised of General Unsecured Claims is impaired if the Plan fails to pay the members of that
class one hundred percent (100%) of what they are owed.

In this case, the Plan Proponents believe that Classes 1, 4, 5, 6 and 7 are impaired, and that holders of Claims or
Interests in each of these Classes are therefore entitled to vote to accept or reject the Plan, except Class 7. Class
7 is deemed not to have accepted the Plan because the holders of Equity Interests in such Class do not receive or
retain anything under the Plan on account of such Equity Interests. The Plan Proponents believe that Classes 2
and 3 are unimpaired and that holders of Claims in each of these Classes therefore do not have the right to vote
to accept or reject the Plan. Parties who dispute the Plan Proponents' characterization of their Claim or Equity
Interest as being impaired or unimpaired may file an objection to the Plan contending that the Plan Proponents
have incorrectly characterized the Class.

Some parties may hold Allowed Claims or Interests in more than one impaired Class. These parties must vote
separately for each Class that is entitled to vote, and should receive a Ballot for all of their Claims in each such
Class and should complete, sign and return each Ballot received.

                                                         -52-
The Plan Proponents have provided a copy of the Plan, Disclosure Statement and a Ballot to parties entitled to
vote on the Plan (i.e. members of Classes 1, 4, 5 and 6, who hold Claims that are allowed for voting purposes).

2. WHO IS NOT ENTITLED TO VOTE

The following four types of Claims are not entitled to vote: (1) Claims that have been disallowed; (2) Claims in
unimpaired classes; (3) Claims entitled to priority pursuant to Code sections 507(a)(1), (a)(2), and (a)(8); and
(4) Claims in classes that do not receive or retain any value under the Plan. Claims in unimpaired classes are not
entitled to vote because such classes are deemed to have accepted the Plan. Claims entitled to priority pursuant
to Bankruptcy Code sections 507(a)(1), (a)(2), and (a)(7) are not entitled to vote because such claims are not
placed in classes and they are required to receive certain treatment specified by the Bankruptcy Code. Claims in
classes that do not receive or retain any value under the Plan do not vote because such classes are deemed to
have rejected the Plan. EVEN IF YOUR CLAIM IS OF THE TYPE DESCRIBED ABOVE, YOU MAY
STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE PLAN.

3. VOTES NECESSARY FOR A CLASS TO ACCEPT THE PLAN

A class of Claims is considered to have accepted the Plan when more

than one-half (1/2) in number and at least two-thirds (2/3) in dollar amount of the Claims that properly submitted
ballots on the Plan voted in favor of the Plan. A class of Equity Interests is considered to have accepted the Plan
when the holders of at least two-thirds (2/3) in amount of the Interests of such class who properly submitted
ballots on the Plan voted in favor of the Plan.

4. VOTES NECESSARY TO CONFIRM THE PLAN

If impaired classes exist, the Bankruptcy Court cannot confirm the Plan unless (1) at least one impaired class has
accepted the Plan without counting the votes of any insiders within that class, and (2) all impaired classes have
voted to accept the Plan, unless the Plan is eligible to be

                                                       -53-
confirmed by "cram down" on non-accepting classes, as discussed immediately below in Section IV.B.5.

As noted above, the Plan Proponents will separately file a motion to substantively consolidate the Debtors'
Chapter 11 estates. Votes by Creditors with respect to the Plan will thus be tabulated by (a) each class of Claims
separately with respect to each Debtor, and (b) each class of Claims jointly as to both Debtors. Thus, if each
class of Claims votes to accept the Plan separately with respect to each Debtor, the motion to substantively
consolidate the Chapter 11 estates would become moot and the Court could otherwise confirm the Plan without
considering that motion. Conversely, if the motion were granted, the Court could confirm the Plan upon the votes
to accept the Plan by each class of Claims jointly as to both Debtors.

5. CONFIRMATION OF PLAN WITHOUT NECESSARY ACCEPTANCES

As noted above, even if impaired classes do not accept the proposed Plan, the Court may nonetheless confirm
the Plan if the non-accepting classes are treated in the manner required by the Code. The process by which non-
accepting classes are forced to be bound by the terms of the Plan is commonly referred to as "cram down." The
Bankruptcy Code allows the Plan to be "crammed down" on non-accepting classes of Claims or Equity Interests
if the Plan meets all consensual requirements except the voting requirements of section 1129(a)(8), and if the Plan
does not "discriminate unfairly" and is "fair and equitable" toward each impaired class that has not voted to accept
the Plan as referred to in section 1129(b) and applicable case law.

The Plan Proponents will ask the Bankruptcy Court to confirm the Plan by cram down on impaired classes 1, 4,
5 and 6 if any of these classes do not vote to accept the Plan.

6. PROCEDURE FOR VOTING

a. RETURN OF BALLOT FORMS

In voting for or against the Plan, please use only the Ballot(s) sent to you with this Disclosure Statement. You may
receive more than one Ballot, and

                                                       -54-
if you do, you should assume each Ballot is for a Claim or Equity Interest in a different Class in which you are
entitled to vote.

Parties entitled to vote should vote on the Plan by completing the enclosed Ballot and delivering it to counsel for
the Committee at the following address:

Christopher Alliotts, Esq.

                                SULMEYERKupetz, A Professional Corporation
                                      1080 Marsh Road, Suite 110
                                      Menlo Park, California 94025

Facsimile: (650) 326-5134

b. DEADLINE

For a Ballot to be counted and considered in the voting on the Plan, it must be received at the above address no
later than 5:00 p.m. (Pacific Standard Time) on _______________, 2005 (the "Voting Deadline").

c. METHOD OF DELIVERY

Ballots may be returned via regular U.S. Mail, postage prepaid; overnight delivery, hand delivery; or by facsimile;
provided that, for the Committee to count a Ballot received by facsimile, the Committee must also receive the
original of the Ballot by U.S. Mail, postage prepaid, overnight delivery, or hand delivery within forty-eight (48)
hours of the Voting Deadline. In addition, oral ballots cannot be received or counted. Creditors are therefore
urged to complete, date, sign and return the enclosed Ballot so that it will be received by the time and date set
forth above.

d. PROCEDURE FOR WITHDRAWING OR CHANGING VOTES

A holder of a Claim who has delivered a valid Ballot voting on the Plan may withdraw or change such vote solely
in accordance with Bankruptcy Rule 3018(a), which provides in relevant part that the Bankruptcy Court may
permit a Creditor to change or withdraw its vote after notice and a hearing and for cause shown.

B. LIQUIDATION ANALYSIS

Another confirmation requirement is the "Best Interest Test", which requires a liquidation analysis. Under the Best
Interest Test, if a Creditor or

                                                        -55-
Equity Interest holder is in an impaired class and that Creditor or Equity Interest holder does not vote to accept
the Plan, then that Creditor or Equity Interest holder must receive or retain under the Plan property of a value not
less than the amount that such Creditor or Equity Interest holder would receive or retain if the Debtors were
liquidated under Chapter 7 of the Bankruptcy Code.

Generally, in a Chapter 7 case, a debtor's assets are usually sold by a Chapter 7 trustee. Secured creditors are
paid first from the sales proceeds of properties on which the secured creditor has a lien. Administrative expense
claims and other priority claims are paid next. Unsecured creditors are then paid from any remaining sales
proceeds, according to their rights to priority. Unsecured creditors with the same priority share in proportion to
the amount of their allowed claim in relationship to the amount of total allowed unsecured claims. Finally, interest
holders receive the balance that remains, if any, after all creditors are paid.

For the Bankruptcy Court to be able to confirm the Plan, the Court must find that all Creditors and Equity
Interest holders who do not accept the Plan will receive at least as much under the Plan as such holders would
receive under a Chapter 7 liquidation. The Plan Proponents maintain that this requirement is met here for the
following reasons.

In a Chapter 7 case, a Chapter 7 trustee is appointed and is entitled to compensation from the bankruptcy estate
in an amount not to exceed 25% of the first $5,000 of all moneys disbursed, 10% of any amount over $5,000 but
less than $50,000, 5% of any amount over $50,000 but less than $1 million, and 3% of all amounts over $1
million. In this case, assuming a distribution of approximately $1,419,000, a Chapter 7 trustee's compensation is
estimated to be approximately $95,820.00. Counsel for a Chapter 7 trustee would incur additional fees and costs
of estimated to be approximately $100,000.00. By contrast, it is anticipated that the fees of the Liquidating
Trustee will be approximately $170,000, consisting of $50,000 in hourly fees and $120,000 in New Common
Stock.

                                                        -56-
In addition, because the Chapter 7 trustee would likely replace the professionals currently employed by the
Estate, the Chapter 7 trustee's new professionals would burden the Estate with additional fees to become familiar
with the issues in this case. Furthermore, the Plan Proponents believe that in a Chapter 7 liquidation, distributions
to Creditors would be delayed due to, among other things: (a) the setting of a new bar date for the filing of proofs
of claim, which could also result in the filing of additional claims and thus reduce the Pro Rata distribution to each
of the Debtors' Creditors; (b) the preparation of the Debtors' final report to the U.S. Trustee; and (c) the
administrative activities of the U.S. Trustee and the Court clerk's office in connection with, among other activities,
converting and closing the case. Thus, the Plan Proponents conclude that the Plan provides fair and equitable
treatment of all classes of Creditors and the greatest feasible recovery to all Creditors.

Further, if this case were converted to Chapter 7, the Estate would not receive the shares of New Common
Stock equal to 3.25% of the issued and outstanding common stock of the Reorganized Debtor from the
anticipated Merger of FVC with U.S. Dry Cleaning. The value of the approximately 313,871 shares of New
Common Stock in the Reorganized Debtor have a pro forma value of $520,000. Thus, the New Common Stock
would not be an asset of a Chapter 7 estate, the absence of which would further diminish the return to claimants
in this case. Instead, pursuant to the Plan, the Liquidating Trustee will facilitate the merger of FVC with U.S. Dry
Cleaning and thus significantly increase the value of the Estate for the beneficiaries of the Liquidating Trust.

Below is a demonstration, in tabular format, that all Creditors and Equity Interest holders will receive at least as
much under the Plan as such Creditor or Equity Interest holder would receive in a Chapter 7 liquidation case
assuming a conversion occurred in November 2005. This information is provided by the Plan Proponents.

                                                        -57-
=============================================          ==========================================================
   Assets, Claims, Classes, and Interests               Dollar Amounts of          Payout           Dollar Amount
                                                          Assets, Claims         Percentage           Assets, Cla
                                                         and Interests in       in Chapter 7         and Classes
                                                            Chapter 7            Liquidation            Chapter 1
=============================================          ==================== ==================== ==============

Current Assets - Cash on Hand                                    $1,419,000                                        $1,41
New Common Stock in Chapter 11                                                                                       $52
Total Assets Available for Distribution                         $1,419,000                                         $1,93
Administrative Claims - Chapter 7 trustee                         $195,820             100%
Administrative Claims - Chapter 11                                $600,000             100%                          $60
---------------------------------------------          --------------------     --------------------      --------------
Priority Tax Claims[1]                                               $0.00             100%
Class 1 - Secured Tax Claims                                         $0.00             100%
Class 2 - Secured Non-Tax Claims                                     $0.00             100%
Class 3 - Priority Non-Tax Claims                                 $379,429             100%                          $37
Class 4 - General Unsecured Claims                              $1,784,115              14%                        $1,78
Class 5 - Preferred Stock Interests                          27,437 shares              0%                      27,437 s
Class 6 - Equity Interests                               16,113,486 shares              0%                  16,113,486 s
---------------------------------------------          --------------------     --------------------      --------------




PERCENTAGE OF DISTRIBUTION UNSECURED CREDITORS WOULD RECEIVE ON
ACCOUNT OF THEIR CLAIMS IN A CHAPTER 7 LIQUIDATION: = 0.00%
PERCENTAGE OF DISTRIBUTION UNSECURED CREDITORS WOULD RECEIVE ON
ACCOUNT OF THEIR
CLAIMS UNDER THE PLAN: = approximately 43.00%

In summary, the percentage to be paid to general unsecured creditors is greater under the Plan than in a Chapter
7 liquidation case for two reasons.


((1) The amounts listed in the tabulation under each category of Claims are as listed in the Schedules. As noted
above under the Summary of the Plan (Article III of this Disclosure Statement), Creditors have filed proofs of
claim that have increased the face amount of priority tax claims to $446,641.49, secured tax claims to $147.03,
secured claims to $32,642.66, non-tax priority claims to $1,296,224.52, and general unsecured claims to
$6,785,707.95. The Debtors believe that the aggregate amount of Allowed Claims, after completion of the
Claims reconciliation process, should be closer to the amounts reflected on the Schedules than on the proofs of
claim. In any event, to the extent the aggregate Claim amounts are higher or lower than the amounts reflected in
the Schedules, the percentage distribution available for holders of Allowed General Unsecured Claims in Chapter
11 will nevertheless exceed that available in Chapter 7 due to, as noted above, the additional assets available
under the Plan (i.e., the New Common Stock) and the lower amount of liabilities incurred in a Chapter 11 case
(i.e., the absence of chapter 7 trustee fees and expenses).

                                                      -58-
The first is that the Estate will not have to pay the fees and costs associated with the appointment of a Chapter 7
trustee. The second is that the Estate will receive the shares of New Common Stock equal to 3.25% of the
issued and outstanding common stock of the Reorganized Debtor, which has a pro forma value of $520,000, as
part of the reorganization contemplated by the Plan. The Estate would not receive the New Common Stock if this
case were converted to Chapter 7.

C. FEASIBILITY

Another requirement for confirmation involves the feasibility of the Plan, which means that confirmation of the
Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors
or any successor to the Debtors under the Plan, unless such liquidation or reorganization is proposed in the Plan.
There are at least two important aspects of a feasibility analysis.

The first aspect considers whether the Debtors will have enough cash on hand on the Effective Date of the Plan to
pay all the Claims and Administrative Expenses that are entitled to be paid on such date. The Plan Proponents
maintain that this aspect of feasibility is satisfied by virtue of the fact that the Debtors currently have approximately
$1,805,643 in cash on hand. This amount is more than sufficient to pay in full all Administrative Expense Claims,
statutory costs and charges, and other payments due on the Effective Date.

The second aspect considers whether the Plan Proponents will have enough cash over the life of the Plan to make
the required Plan payments. This aspect of feasibility is not applicable here because the Plan is a "pot plan" that
does not contemplate payments over the life of the Plan. Rather, the Plan proposed is the vehicle by which the
Debtors will distribute the Cash currently on hand, other amounts subsequently recovered by the Estate and to
distribute the New Common Stock issued to the Estate as part of the Plan. The Plan Proponents have therefore
not provided financial information on a going forward basis.

D. TIME AND PLACE OF THE CONFIRMATION HEARING

                                                         -59-
The hearing where the Bankruptcy Court will determine whether or not to confirm the Plan will take place on
_____________, 2005 at ______ (Pacific Standard Time), in Courtroom 23, United States Bankruptcy Court,
235 Pine Street, San Francisco, California 94104. The hearing may be adjourned from time to time without
further notice except for an announcement made at the hearing or any adjourned hearing.

E. OBJECTIONS TO CONFIRMATION

1. WHO MAY OBJECT TO CONFIRMATION OF THE PLAN

Any party in interest may object to the confirmation of the Plan (although, as explained above, not everyone is
entitled to vote to accept or reject the Plan).

2. PROCEDURE FOR OBJECTING TO THE CONFIRMATION OF THE PLAN

Any objection to confirmation of the Plan must be made in writing, state all grounds for objection, be filed with
the Clerk of the Bankruptcy Court and served upon the attorneys for the Debtors and the Committee (at the
addresses stated in the upper left-hand corner of the first page of this Disclosure Statement), and the U.S.
Trustee, by 5:00 p.m. on _____________, 2005.

V.

                                  EFFECT OF CONFIRMATION OF PLAN

A. BINDING EFFECT OF THE PLAN.

The provisions of the Plan and the Liquidating Trust Agreement shall bind the Debtors, each Creditor, each
Equity Interest holder, the Committee, the Liquidating Trustee, and any successor or assign, including any
Chapter 7 or Chapter 11 trustee, whether or not the Claim or Equity Interest of such Person arose before or
after the Petition Date or the Effective Date, whether or not the Claim or Equity Interest is impaired under the
Plan, and whether or not such Person has accepted the Plan. Except as provided for in the Plan, all property of
the Estate is free and clear of all liens, interests in such property, Claims and Equity Interests (including claims for
Post-Effective Date Administrative Fees and Expenses).

B. SUBORDINATION OF CLAIMS

                                                         -60-
Nothing in the Plan shall be deemed to release the rights, if any, that the Debtors, the Estate, the Committee, the
Liquidating Trustee, or any Creditor may have to seek to subordinate any Claim pursuant to section 510 of the
Bankruptcy Code.

C. TERM OF BANKRUPTCY INJUNCTION OR STAYS

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 all
property of the Estate and all Trust Assets have been distributed in accordance with the Plan and all other actions
required by the Plan have been taken. Without limiting the foregoing, except as otherwise provided in the Plan or
the Confirmation Order, on and after the Effective Date, all Persons who have held, currently hold or may hold a
Claim or an Equity Interest (including claims for Post-Effective Date Administrative Fees and Expenses) treated
or provided for pursuant to the Plan are enjoined, until all Trust Assets have been distributed and the Liquidating
Trust has been dissolved, from taking any of the following actions, without leave of the Bankruptcy Court, on
account of such Claim or Equity Interest: (i) commencing or continuing, in any manner and in any place, any
action or proceeding against the Debtors, the Estate, the Liquidating Trust, the Liquidating Trustee, Professionals
or the Committee; (ii) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree
or other order against the Debtors, the Estate, the Liquidating Trust, the Liquidating Trustee, Professionals or the
Committee; (iii) creating, perfecting or enforcing any lien against property of the Estate or any Trust Asset; (iv)
taking any action to obtain possession of property of the Estate or any Trust Asset or to obtain possession of
property from the Estate the Liquidating Trust or to exercise control over the Estate, property of the Estate, the
Liquidating Trust or Trust Assets; and (v) commencing or continuing any action or proceeding, in any manner and
in any place, that does not comply with or is inconsistent with the provisions of the Plan; provided, however, that
injunctions and stays provided under the Plan shall not affect or apply to (i) the filing and prosecution of requests
for payment of Administrative Expense

                                                        -61-
Claims in accordance with Article III.B.1 of the Plan, (ii) adversary proceedings or Claims resolution proceedings
commenced in or pending in the Bankruptcy Court, (iii) proceedings commenced in the Bankruptcy Court to
enforce provisions of the Plan or with respect to disputes concerning payment of Post-Effective Date
Administrative Fees and Expenses, (iv) proceedings pending in courts other than the Bankruptcy Court for the
sole purpose of liquidating post-Petition Date Claims, (v) accepting any distributions made in accordance with the
Plan or payments on Post-Effective Date Claims, and (vi) settling, adjusting, litigating, paying, or otherwise
handling, processing, or administering claims under any insurance programs or policies of the Debtors.

D. DISCHARGE

FVC will receive a discharge under this Plan pursuant to and in accordance with the provisions of Section 1141
of the Bankruptcy Code because FVC, following its anticipated Merger with U.S. Dry Cleaning, will survive as
the Reorganized Debtor.

          DATED: August 24, 2005                        FIRST VIRTUAL COMMUNICATIONS, INC., a
                                                        Delaware corporation, debtor and debtor
                                                        in possession


                                                        By: ____________________________________
                                                            Name:




Title:

          DATED: August 24, 2005                        CUseeME NETWORKS, INC., a Delaware
                                                        corporation, debtor and debtor in
                                                        possession


                                                        By: ____________________________________
                                                            Name:




Title:

          DATED: August 24, 2005                        OFFICIAL COMMITTEE OF UNSECURED
                                                        CREDITORS


                                                        By: ____________________________________
                                                            Name: Tracy Wemett, BroadPR, Inc.
                                                            Title: Chairperson
EXHIBIT 31.1

                               Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                                Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Gregory Sterling, the Chief Restructuring Officer of First Virtual Communications, Inc. and subsidiary (the
“Company” or the “small business issuer”), certify that:
                     




1.      I have reviewed this annual report on Form 10-KSB of the Company;
                  
2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
        state a material fact necessary to make the statements made, in light of the circumstances under which such
        statements were made, not misleading with respect to the period covered by this report;
                  
3.      Based on my knowledge, the financial statements, and other financial information included in this report,
        fairly present in all material respects the financial condition, results of operations and cash flows of the
        small business issuer as of, and for, the periods presented in this report;
                  
4.      The small business issuer’s other certifying officer(s) and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
        for the small business issuer and have:
                  
        (a)     Designed such disclosure controls and procedures, or caused such disclosure controls and
                procedures to be designed under our supervision, to ensure that material information relating to the
                small business issuer, including its consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this report is being prepared;
                  
        (b)     Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and
                presented in this report our conclusions about the effectiveness of the disclosure controls and
                procedures, as of the end of the period covered by this report based on such evaluation; and
                  
        (c)     Disclosed in this report any change in the small business issuer’s internal control over financial
                reporting that occurred during the small business issuer’s most recent fiscal quarter (the small
                business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
                is reasonably likely to materially affect, the small business issuer’s internal control over financial
                reporting; and
                  
5.      The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit
        committee of the small business issuer’s board of directors (or persons performing the equivalent
        functions)
                  
        (a)     All significant deficiencies and material weaknesses in the design or operation of internal control over
                financial reporting which are reasonably likely to adversely affect the small business issuer’s ability
                to record, process, summarize and report financial information; and
                  
        (b)     Any fraud, whether or not material, that involves management or other employees who have a
                significant role in the small business issuer’s internal control over financial reporting
                                                                                   




Date: December 9, 2005                           FIRST VIRTUAL COMMUNICATIONS, INC.
                                                           
                                                 By: /s/ Gregory Sterling
                                                                                
                                                         Gregory Sterling
                                                         Chief Restructuring Officer
                                                         (Duly Authorized Officer and Principal Financial Officer)
EXHIBIT 32.1

                                           Certification Pursuant to Exchange Act
                                          Rule 15d-14(b) and 18 U.S.C. Section 1350

          In connection with the Annual Report of First Virtual Communications, Inc. and subsidiary (the
“Company”) on Form 10-KSB for the year ended December 31, 2004, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Gregory Sterling, Chief Restructuring Officer of the Company,
certify, to the best of my knowledge, pursuant to Exchange Act Rule 15d-14(b) and 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that:
                       




        i   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
            1934; and
              
        ii   The information contained in the Report fairly presents, in all material respects, the financial condition and
             results of operations of the Company.

          A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of
this written statement required by Section 906, has been provided to First Virtual Communications, Inc. and will
be retained by First Virtual Communications, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.
                                                                                     




Date: December 9, 2005                             FIRST VIRTUAL COMMUNICATIONS, INC.
                                                             
                                                   By: /s/ Gregory Sterling
                                                                                  
                                                           Gregory Sterling
                                                           Chief Restructuring Officer
                                                           (Duly Authorized Officer and Principal Financial Officer)