First Amended Joint Chapter 11 Plan of Reorganization for FreeRealTime.com, Inc. and FreeRealTime.com Canada

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Summary

This agreement is a reorganization plan for FreeRealTime.com, Inc. and FreeRealTime.com Canada, who have filed for Chapter 11 bankruptcy. The plan outlines how the companies will pay their creditors, offering general unsecured creditors a choice between a small cash payment in installments or newly issued shares of stock. All existing equity interests will be canceled, and new shares will be reserved for creditors and employees. The plan also details the treatment of administrative and tax claims, with court approval required for professional fees. The plan becomes effective after court confirmation and sets specific deadlines for distributions and claims.

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EX-2.1 3 freereal_amendplan.txt EXHIBIT 2.1 PAUL J. COUCHOT - State Bar No. 131934 MICHAEL D. GOOD - State Bar No. 176033 WINTHROP COUCHOT PROFESSIONAL CORPORATION 3 Civic Plaza, Suite 280 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 Attorneys for Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re Case No. SA01-13495-JR FREEREALTIME.COM, INC. and its Related Entity, Jointly Administered with Case No. SA01-13497JR Debtors and Debtors-in-Possession. In a Case Under Chapter 11 of the Bankruptcy Code (11 U.S.C.ss.1101 et seq.) FIRST AMENDED JOINT CHAPTER 11 PLAN DISCLOSURE STATEMENT HEARING ---------------------------- Date: October 9,, 2002 Time: 10:30 a.m. Ctrm: "5A" 411 W. Fourth Street Santa Ana, CA PLAN CONFIRMATION HEARING ------------------------- Complete This Section When Applicable Date: [To be Set] Time: [To be Set] Ctrm: "5A" 411 W. Fourth Street Santa Ana, CA - ---------------------------------------------- I. INTRODUCTION ------------ FreeRealTime.com, Inc. and FreeRealTime.com Canada are the Debtors and Debtors in Possession ("Debtors") in these jointly administered Chapter 11 bankruptcy cases. On April 24, 2001, the Debtors commenced a bankruptcy case by filing voluntary Chapter 11 petitions under the United States Bankruptcy Code ("Code"), 11 U.S.C. ss. 101 et seq. This document is the First Amended Joint Chapter 11 Plan of Reorganization ("Plan") proposed by the Debtors (collectively, "Plan Proponent"). Sent to you in the same envelope as this document is the Disclosure Statement which has been approved by the Court, and which is provided to help you understand the Plan. The Plan is a reorganizing Plan. In other words, the Debtors intend to fund their respective obligations by distributing to each holder of a general unsecured claim their choice of either (i) cash equal to five percent (5%) of their allowed claim, payable in three (3) installments (the "Cash Election"). The first installment under the Cash Election will be equal to one and one-half percent (1.5%) of each holder's allowed claim payable on the Distribution Date defined below, and the second and third installments will each be equal to one and three-fourths percent (1.75%) of the holder's claim, payable twelve (12) and twenty-four (24) months thereafter, respectively, with an aggregate maximum of Three Hundred Thousand Dollars ($300,000) paid out to all Creditors collectively by the Debtors under the Cash Election, or (ii) newly issued shares of common stock of FRTI in an amount of shares equal to such holder's claim's pro-rata share of the total allowed general unsecured claims against both Debtors' estates (Classes 1 and 2 under the Plan), of up to eight million (8,000,000) shares to be reserved for such holders of allowed unsecured claims (the "Stock Election"). Two million (2,000,000) new shares of common stock of FRTI shall also be reserved for issuance to the Debtors' management and employees (the "Employee Shares"). None of the shares issued under the Stock Election, nor the Employee Shares, shall have anti-dilution protection, and the Debtors reserve the right to issue additional shares to potential capital investors, strategic partners, joint ventures, and/or other purposes as determined to be in the best interest of FRTI by FRTI's Board of Directors. The transferability of such shares issued under the Stock Election, as well as the Employee Shares, shall also be subject to a right of first refusal of the Debtors or their designee(s). All equity interests in the Debtors currently issued and outstanding (including common stock, stock options, and stock warrants) will be canceled. The Effective -2- Date of the proposed Plan shall be the first business day after the thirtieth (30th) calendar day following the date upon which the Confirmation Order becomes a Final Order. The Distribution Date of the proposed Plan shall be the first business day following the thirtieth (30th) calendar day after the Effective Date. The Distribution Date shall also serve as the last date to file claim objections and the last date to file professional fee applications. II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ---------------------------------------------------- A. GENERAL OVERVIEW ---------------- As required by the Bankruptcy Code, the Plan classifies claims and interests in 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 interests is impaired or unimpaired. The Plan provides the treatment each class will receive under this Plan. B. UNCLASSIFIED CLAIMS ------------------- 1. 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 PROPONENT HAS NOT PLACED THE FOLLOWING CLAIMS IN A CLASS. THE TREATMENT OF THESE CLAIMS IS PROVIDED BELOW. ADMINISTRATIVE EXPENSES ----------------------- Administrative expenses are claims for costs or expenses of administering the Debtor's Chapter 11 case that are allowed under Code Section 507(a)(1). The Code requires that all administrative claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The following chart lists ALL of the Debtor's ss. 507(a)(1) administrative claims and their treatment under this Plan.
========================================== ====================== ============================================== NAME AMOUNT OWED TREATMENT - ------------------------------------------ ---------------------- ---------------------------------------------- Winthrop Couchot $100,000 Payment, in full, as of Effective Date - ------------------------------------------ ---------------------- ---------------------------------------------- Latham & Watkins $25,000 Payment, in full, as of Effective Date - ------------------------------------------ ---------------------- ---------------------------------------------- Stradling, Yocca, et al. $400 Payment, in full, as of Effective Date - ------------------------------------------ ---------------------- ---------------------------------------------- Kieckhafer, Schiffer & Co. Payment, in full, as of Effective Date - ------------------------------------------ ---------------------- ---------------------------------------------- Appleby Financial - Payment, in full, as of Effective Date - ------------------------------------------ ---------------------- ---------------------------------------------- Clerk's Office Fees - Payment, in full, prior to confirmation. - ------------------------------------------ ---------------------- ---------------------------------------------- Office of the U.S. Trustee Fees - Payment, in full, prior to confirmation. ========================================== ====================== ============================================== TOTAL $125,400 ========================================== ====================== ==============================================
-3- COURT APPROVAL OF FEES REQUIRED: -------------------------------- The Court must approve all professional fees listed in this chart. For all fees except Clerk's Office fees and U.S. Trustee's fees, the professional in question must file and serve a properly noticed fee application and the Court must rule on the application. Only the amount of fees allowed by the Court will be required to be paid under this Plan. 2. PRIORITY TAX CLAIMS ------------------- Priority tax claims are certain unsecured income, employment and other taxes described by Code Section 507(a)(8). The Code requires that each holder of such a 507(a)(8) priority tax claim receive the present value of such claim in deferred cash payments, over a period not exceeding six years from the date of the assessment of such tax. The following charts list ALL of the Debtors' respective Section 507(a)(8) priority tax claims and their treatment under this Plan. FREEREALTIME.COM, INC. ----------------------
===================================== ======================= ===================================================== DESCRIPTION AMOUNT OWED TREATMENT ===================================== ======================= ===================================================== o Name = State of New York o Payment in full on Effective Date o Type of tax = Business Tax $1,723.33 o Total Payout amount = $1,723.33 o Date tax assessed = 2/02/01 ===================================== ======================= ===================================================== FREEREALTIME.COM - CANADA ------------------------- ===================================== ======================= ===================================================== DESCRIPTION AMOUNT OWED TREATMENT ===================================== ======================= ===================================================== o Name = City of Calgary $693.53 o Payment in full on Effective Date o Type of tax = Business Tax o Total Payout amount = $693.53 o Date tax assessed = 2/16/01 ===================================== ======================= ===================================================== o Name = Canada Customs & Revenue $2,798.11 o Payment in full on Effective Date Agency o Total Payout amount = $2,798.11 o Type of tax = Customs Obligation o Date tax assessed = 1/31/01 ===================================== ======================= ===================================================== o Name = Canada Customs & Revenue $558.68 o Payment in full on Effective Date Agency o Total Payout amount = $558.68 o Type of tax = Customs Obligation o Date tax assessed = 1/31/01 ===================================== ======================= =====================================================
C. CLASSIFIED CLAIMS AND INTERESTS ------------------------------- 1. CLASSES OF SECURED CLAIMS ------------------------- The Debtors are unaware of any validly perfected secured claims filed against the Debtors' respective Chapter 11 estates. -4- 2. CLASSES OF PRIORITY UNSECURED CLAIMS ------------------------------------ Certain priority claims that are referred to in Code Sections 507(a)(3), (4), (5), and (6) are required to be placed in classes. These types of claims are entitled to priority treatment as follows: the Code requires that each holder of such a claim receive cash on the Effective Date equal to the allowed amount of such claim. However, a class of unsecured priority claim holders may vote to accept deferred cash payments of a value, as of the Effective Date, equal to the allowed amount of such claims. The following chart lists all classes containing Debtor's 507(a)(3), (4), (5), and (6)26 priority unsecured claims and their treatment under this Plan: FREEREALTIME.COM, INC. ----------------------
================ ======================================== ================== ===================================== CLASS DESCRIPTION IMPAIRED TREATMENT ================ ======================================== ================== ===================================== N/A $ 7,127.95 No o Current employees will carry over their accrued vacation portion ($3,509.89); other portion paid in full in cash on Effective Date ($3,618.06) ================ ======================================== ================== ===================================== FREEREALTIME.COM - CANADA ------------------------- ================ ======================================== ================== ===================================== CLASS DESCRIPTION IMPAIRED TREATMENT ================ ======================================== ================== ===================================== N/A $6,687.37 No o Current employees will carry over their accrued vacation portion ($4,456.17); other portion paid in full in cash on Effective Date ($2,231.20) ================ ======================================== ================== =====================================
3. CLASS OF GENERAL UNSECURED CLAIMS --------------------------------- General unsecured claims are unsecured claims not entitled to priority under Code Section 507(a). The Debtors will distribute to the holders of allowed general unsecured claims their choice of either (i) a cash equal to five percent (5%) of their allowed claim, payable in three (3) installments or (ii) a stock distribution on the Distribution Date equal to such holder's claim's PRO RATA share of the total allowed claims against both the Debtors' estates, of up to eight million (8,000,000) newly issued shares of FRTI's common stock. The Debtors will provide all Creditors with quarterly post-confirmation financial reporting. The following chart identifies this Plan's treatment of the class containing ALL of Debtor's general unsecured claims: -5-
=============== ========================== =================== ==================================================== CLASS DESCRIPTION IMPAIRED TREATMENT - --------------- -------------------------- ------------------- ---------------------------------------------------- 1 General unsecured claims Impaired; claims Each holder of an allowed Class 1 claim (FRTI) in this class are shall receive their choice of (i) cash entitled to vote payments totaling five percent (5%) of their o Total amt of on the Plan. allowed claim, or (ii) a stock distribution claims = $5.28 million equal to such holder's claim's pro rata share of total allowed claims in both Classes 1 and 2, of up to eight million (8,000,000) newly issued shares of FRTI common stock. - --------------- -------------------------- ------------------- ---------------------------------------------------- 2 General unsecured claims Impaired; claims Each holder of an allowed Class 2 claim (FreeRealTime.com - in this class are shall receive their choice of (i) cash Canada) entitled to vote payments totaling five percent (5%) of their o Total amt of on the Plan. allowed claim, or (ii) stock distribution claims = $265,000 equal to such holder's claim's pro rata share of total allowed claims in both Classes 1 and 2, of up to eight million (8,000,000) newly issued FRTI common stock. =============== ========================== =================== ==================================================== 4. CLASS(ES) OF INTEREST HOLDERS ----------------------------- Interest holders are the parties who hold ownership interest (i.e., equity interest) in the Debtor. If the Debtor is a corporation, entities holding preferred or common stock in the Debtor are interest holders. If the Debtor is a partnership, the interest holders include both general and limited partners. If the Debtor is an individual, the Debtor is the interest holder. The following chart identifies this Plan's treatment of the class of interest holders: ============== =================================== ==================== =========================================== CLASS DESCRIPTION IMPAIRED TREATMENT - -------------- ----------------------------------- -------------------- ------------------------------------------- 3 Interest holders (FRTI) Impaired; claims Interest holders' Interest shall be in this class are cancelled (including common stock, and deemed to have options or warrants to purchase such rejected the Plan common stock). and are not entitled to vote on the Plan. - -------------- ----------------------------------- -------------------- ------------------------------------------- 4 Interest holders Unimpaired; claims Interest holder will retain 100% of its (FreeRealTime.com - Canada) in this class are interests under the Plan (note that FRTI deemed to have owns 100% ownership interest in accepted the Plan FreeRealTime.com -Canada). and are not entitled to vote on the Plan. ============== =================================== ==================== ===========================================
D. MEANS OF PERFORMING THE PLAN ---------------------------- 1. FUNDING FOR THE PLAN -- -------------------- The Debtors propose to fund the Plan by distributing to holder's of allowed Class 1 and/or allowed Class 2 claims their choice of either (i) cash equal to five percent (5%) of their allowed claim, payable in three (3) -6- installments (the "Cash Election"). The first installment under the Cash Election will be equal to one and one-half percent (1.5%) of each holder's allowed claim payable on the Distribution Date defined below, and the second and third installments will each be equal to one and three-fourths percent (1.75%) of the holder's claim, payable twelve (12) and twenty-four (24) months thereafter, respectively, with a maximum of Three Hundred Thousand Dollars ($300,000) paid out to all holders of Class 1 and 2 claims collectively by the Debtors under the Cash Election, or (ii) newly issued shares of common stock of FRTI in an amount of shares equal to such holder's claim's pro-rata share of the total allowed claims in this case, of up to eight million (8,000,000) shares reserved for the Creditors (the "Stock Election") Two million (2,000,000) new shares of common stock of FRTI shall be reserved for issuance to the Debtors' management and employees (the "Employee Shares"). None of the shares issued under the Stock Election, nor the Employee Shares, shall have anti-dilution protection, and the Debtors reserve the right to issue additional shares to potential capital investors, strategic partners, joint ventures, and/or other purposes as determined to be in the best interest of FRTI by FRTI's Board of Directors. The transferability of shares shall also be subject to a right of first refusal of the Debtors or their designee(s). Each holder of an allowed Class 1 and/or 2 claim's choice of either the Cash Election or the Stock Election offered under the Plan shall be reflected on the ballots sent to such holders for purposes of voting on the Plan. Holders that do not timely cast ballots or timely cast ballots but fail to specify either the Cash Election or the Stock Election shall be deemed to have made the Cash Election. The distribution to holders of Class 1 and Class 2 claims not subject to pending claim objections as of the Distribution Date that made the Cash Election will occur on the Distribution Date. All holders of Class 1 and Class 2 claims subject to pending claim objections as of the Distribution Date that make the Cash Election shall receive their first installment payment thereunder at such time that there is a final and non-appealable order allowing such claim. Each holder of a Class 1 and Class 2 claim that is not subject to a pending claim objection as of the Distribution Date and that has made the Stock Election shall receive their pro rata share (a described above) of eight million (8,000,000) shares of newly issues FRTI common stock. All holders of Class 1 and Class 2 claims that are subject to pending claim objections as of the Distribution Date that made the Stock Election shall receive their pro rata share of FRTI common stock once there is a final and non-appealable order allowing such claim. -7- 2. POST-CONFIRMATION MANAGEMENT ---------------------------- The Debtors currently retain an aggregate work force of eight (8) individuals, including management and employees. Michael Neufeld will handle the substantial majority of day-to-day management functions, along with certain other managers (collectively, the "Management Team"). As described above, the Debtors shall reserve up to two million (2,000,000) newly issued shares of common stock in FreeRealTime.com, Inc. for issuance to management and employees pursuant to the Plan (i.e. the Employee Shares). Up to one million (1,000,000) of the Employee Shares shall be reserved for issuance as a success bonus upon Plan confirmation, and the other one million (1,000,000) of the Employee Shares shall be reserved for issuance over time pursuant to a management and employee incentive program with vesting provisions. In addition, each of the Debtors plans to enter into customary and reasonable employment agreements with its respective management, outlining management's respective duties and compensation, including salary, insurance benefits, vacation, sick leave, severance benefits, etc. 3. DISBURSING AGENT ---------------- FRTI shall act as the Disbursing Agent for the purpose of making all distributions provided for under the Plan. The Disbursing Agent shall serve without bond and shall receive no compensation for distribution services rendered and expenses incurred pursuant to the Plan. III. TREATMENT OF MISCELLANEOUS ITEMS -------------------------------- A. EXECUTORY CONTRACTS AND UNEXPIRED LEASES ---------------------------------------- 1. ASSUMPTIONS ----------- The following are the unexpired leases and executory contracts to be assumed as obligations of the reorganized Debtor under this Plan: Infospace Co-Brand Agreement Multex/Marketguide Co-Brand Agreement IPO.com Co-Brand Agreement -8- Investors Business Daily Agreement Subscriber Agreements to Debtors' various subscription services(1) On the Effective Date, each of the unexpired leases and executory contracts listed above shall be assumed as obligations of the reorganized Debtor. The Order of the Court confirming the Plan shall constitute an Order approving the assumption of each lease and contract listed above. If you are a party to a contract or lease to be assumed and you object to the assumption of your contract or lease, you must file and serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan. See Disclosure Statement for the specific date. 2. REJECTIONS ---------- On the Effective Date, the following executory contracts and unexpired leases will be rejected: Nasdaq Market Data Agreement New York Stock Exchange/American Stock Exchange Market Data Agreement PRA Market Data Agreement Comtex Newsfeed Agreement S&P ComStock Datafeed and License Agreements Balboa Capital Equipment Lease GE Capital Equipment Lease Wells Fargo Lease All employment and consulting contracts entered into by the Debtors with various parties(2) The order confirming the Plan shall constitute an order approving the rejection of the lease or contract. If you are a party to a contract or lease to be rejected and you object to the rejection of your contract or lease, you must file and serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan. See Disclosure Statement for the specific date. THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A CLAIM ARISING FROM THE REJECTION OF A LEASE OR CONTRACT IS 30 DAYS FROM THE DATE SUCH CONTRACT IS - ----------------------------- (1) In addition to the executory agreements described above and at Exhibit "B", the Debtors are party to approximately 900 subscriber agreements which existed as of the Petition Date. The Debtors are not in default, and owe no money or other "cure" obligation with regard to such contracts. The Debtors continue to perform under the terms and conditions of such contracts. (2) Except for those with current employees of the Debtors, as described above. -9- REJECTED, BUT IN ANY EVENT, NOT LATER THAN 30 DAYS AFTER THE DATE OF THE COURT'S ENTRY OF AN ORDER CONFIRMING THE DEBTORS' PLAN. Any claim based on the rejection of an executory contract or unexpired lease will be barred if the proof of claim is not timely filed, unless the Court later orders otherwise. B. CHANGES IN RATES SUBJECT TO REGULATORY COMMISSION APPROVAL ---------------------------------------------------------- This Debtor is not subject to governmental regulatory commission approval of its rates. C. RETENTION OF JURISDICTION ------------------------- The Court will retain jurisdiction to the extent provided by law. IV. EFFECT OF CONFIRMATION OF PLAN ------------------------------ A. DISCHARGE --------- This Plan provides that upon confirmation of the Plan, Debtors shall be discharged of liability for payment of debts incurred before confirmation of the Plan to the extent specified in 11 U.S.C.ss.1141. However, the discharge will not discharge any liability imposed by the Plan. B. REVESTING OF PROPERTY IN THE DEBTOR ----------------------------------- Except as provided in Section {V.E.}, and elsewhere in the Plan, the confirmation of the Plan revests all of the property of the respective Chapter 11 estates in the Debtors. As noted earlier, in addition to distributing up to eight million (8,000,000) newly issued shares of common stock in FRTI to the holders of allowed Class 1 and 2 claims, up to two million (2,000,000) newly issued shares of common stock of FRTI shall be reserved for issuance to the Debtors' management and employees. C. MODIFICATION OF PLAN -------------------- The Proponent of the Plan may modify the Plan at any time before confirmation. However, the Court may require a new disclosure statement and/or revoting on the Plan if proponent modifies the plan before confirmation. -10- The Proponent of the Plan may also seek to modify the Plan at any time after confirmation so long as (1) the Plan has not been substantially consummated AND (2) if the Court authorizes the proposed modifications after notice and a hearing. D. POST-CONFIRMATION STATUS REPORT ------------------------------- Within 120 days of the entry of the order confirming the Plan, Plan Proponent shall file a status report with the Court explaining what progress has been made toward consummation of the confirmed Plan. The status report shall be served on the United States Trustee, the twenty largest unsecured creditors, and those parties who have requested special notice. Further status reports shall be filed every 120 days and served on the same entities. E. POST-CONFIRMATION CONVERSION/DISMISSAL -------------------------------------- A creditor or party in interest may bring a motion to convert or dismiss the case underss.1112(b), after the Plan is confirmed, if there is a default in performing the Plan. If the Court orders the case converted to Chapter 7 after the Plan is confirmed, then all property that had been property of the Chapter 11 estate, 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 Court during this case. F. FINAL DECREE ------------ Once the estate has been fully administered as referred to in Bankruptcy Rule 3022, the Plan Proponent, or other such party as the Court shall designate in the Plan Confirmation Order, shall file a motion with the Court to obtain a final decree to close the case. DATED: September ____, 2002 FREEREALTIME.COM, A CALIFORNIA CORPORATION By: ____________________________ Michael Neufeld SIGNATURES CONTINED ON NEXT PAGE - -------------------------------- -11- DATED: September ____, 2002 FREEREALTIME.COM CANADA, By: ____________________________ Michael Neufeld DATED: September ___, 2002 WINTHROP COUCHOT PROFESSIONAL CORPORATION By: _____________________________ Paul J. Couchot Michael D. Good William J. Wall Attorneys for Debtor and Debtor-in-Possession -12- EXHIBIT A - UNEXPIRED LEASES TO BE ASSUMED [NONE] -13-
EXHIBIT B - EXECUTORY CONTRACTS TO BE ASSUMED ====================================== ===================================== ===================================== CONTRACT DEFAULT/DMGS METHODS OF CURE - -------------------------------------- ------------------------------------- ------------------------------------- Contract description = WebSite content. Default amt = 0 Method of curing default & loss = N/A Contracting parties = Actual pecuniary loss = 0 Means of assuring performance = Debtors 1. FreeRealTime.com, Inc. FreeRealTime.com is a provider of anticipate continued profitable post- 2. MarketGuide, Inc./Multex, Inc. content to MarketGuide, Inc./ confirmation operation. Multex, Inc. and also receives content. Actual pecuniary loss = 0 - -------------------------------------- ------------------------------------- ------------------------------------- Contract description = Provision of Default amt = N/A Method of curing default & loss = N/A Contracting parties = FreeRealTime.com is a Means of assuring performance = Debtors 1. InfoSpace, Inc. provider of content to anticipate continued profitable post- 2. FreeRealTime.com, Inc. InfoSpace, Inc. confirmation operation. Actual pecuniary loss = 0 - -------------------------------------- ------------------------------------- ------------------------------------- Contract description = Provision of Default amt = N/A Method of curing default & loss = N/A advertising space. FreeRealTime.com is a Means of assuring performance = Debtors Contracting parties = provider of advertising space anticipate continued profitable post- 1. IPO.com to InfoSpace, Inc. confirmation operation. 2. FreeRealTime.com, Inc. Actual pecuniary loss = 0 - -------------------------------------- ------------------------------------- ------------------------------------- Contract description = Provision of Default amt = N/A Method of curing default & loss = N/A advertising space. FreeRealTime.com is a Means of assuring performance = Debtors Contracting parties = provider of advertising space anticipate continued profitable post- 1. Investors Business Daily to Investors Business Daily confirmation operation. 2. FreeRealTime.com, Inc. Actual pecuniary loss = 0 - -------------------------------------- ------------------------------------- ------------------------------------- Contract description = Provision of Default amt = N/A Method of curing default & loss = N/A subscription services. FreeRealTime.com is a Means of assuring performance = Debtors Contracting parties = provider of online anticipate continued profitable post- 1. Approx. 900 online subscribers subscription services confirmation operation. 2. FreeRealTime.com, Inc. Actual pecuniary loss = 0 ====================================== ===================================== =====================================
-14- CERTIFICATE OF SERVICE ---------------------- I, JEANNIE MARTINEZ, declare as follows: I am employed in the County of Orange, State of California; I am over the age of eighteen years and am not a party to this action; my business address is 3 Civic Plaza, Suite 280, Newport Beach, California 92660, in said County and State. On SEPTEMBER 3, 2002, I served the following document(s): FIRST AMENDED JOINT CHAPTER 11 PLAN on each of the interested parties: - ---------------------------------------- --------------------------------------- United States Trustee's Office FreeRealTime.com, Inc. Ronald Reagan Federal Building Attn: Michael Neufeld, President 411 West Fourth Street, Suite 9041 8001 Irvine Center Drive, Suite 400 Santa Ana, CA ###-###-#### Irvine, CA 92618 - ---------------------------------------- --------------------------------------- ALSO, SEE ATTACHED SERVICE LIST by the following means of service: - -------- ----------------------------------------------------------------------- [X] BY MAIL: I placed a true copy in a sealed envelope addressed as indicated above, on the above-mentioned date. I am familiar with the firm's practice of collection and processing correspondence for mailing. It is deposited with the U.S. Postal Service on that same day in the ordinary course of business. Under that practice it would be deposited with the U.S. Postal Service on that same date with postage thereon fully prepaid at Newport Beach, California in the ordinary course of business I am aware that on motion of party served, service is presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. - -------- ----------------------------------------------------------------------- [X] I am employed in the office of Winthrop Couchot Professional Corporation, PAUL J. COUCHOT is a member of the bar of this court. - -------- ----------------------------------------------------------------------- [X[ (FEDERAL) I declare under penalty of perjury that the foregoing is true and correct. - -------- ------------------ ---------------------------------------------------- Executed on SEPTEMBER 3, 2002. --------------------------------- JEANNIE MARTINEZ - ----------- Initials -15-