STIPULATION AND CONSENT ORDER RESOLVING UNITED STATES TRUSTEE'S MOTION TO CONVERT CASE, OR IN THE ALTERNATIVE, TO DISMISS CASE

THOMAS J. CATLIOTA, Bankruptcy Judge

WHEREAS, on January 5, 2011, the United States Trustee filed a Motion to Convert Case to Chapter 7 or, in the Alternative, to Dismiss Case (the "Motion") because the Debtor has failed to (1) file monthly operating reports; (2) pay quarterly fees; and (2) file a disclosure statement and plan of reorganization.

WHEREAS the United States Trustee and the Debtor, by their signatures below, have agreed to resolve this matter on the following terms and conditions, it is hereby STIPULATED AND AGREED that:

1. On or before March 15, 2011, the Debtor shall file a confirmable plan and adequate disclosure statement in this case pursuant to 11 U.S.C. §§ 1121 and 1125.

2. In the event that the Court denies approval of the disclosure statement without leave to amend, the case shall be immediately converted to one under Chapter 7.

3. In the event that the Court denies confirmation of the plan without leave to amend, the case shall be immediately converted to one under Chapter 7.

4. In the event that the Court denies approval of the disclosure statement with leave to amend, the Debtor shall file an amended disclosure statement within thirty (30) days of the order denying approval of the disclosure statement with leave to amend.

5. In the event that the Court denies approval of the plan with leave to amend, the Debtor shall file an amended plan within thirty (30) days of the order denying approval of the plan with leave to amend.

6. In the event that the Debtor shall fail to file an amended disclosure statement or amended plan in a timely manner or if the Court shall deny the approval of the amended disclosure statement or amended plan, the case shall immediately by converted to one under Chapter 7.

7. The Debtor shall timely file its monthly operating reports as required by the United States Trustee District of Maryland Chapter 11 Guidelines that were issued to the Debtor upon the filing of this proceeding.

8. In the event the Debtor fails to file its monthly operating reports as required under Paragraph 7 of this Stipulation and Consent Order, the United States Trustee may file an Affidavit of Default with the Court, and the case shall be converted to one under Chapter 7 of the Bankruptcy Code forthwith.

9. The Debtor shall make all required post-petition quarterly fee payments to the Office of the United States Trustee as required by the United States Trustee District of Maryland Chapter 11 Guidelines that were issued to the Debtor upon the filing of this proceeding.

10. In the event the Debtor fails to make all required post-petition quarterly fee payments to the Office of the United States Trustee as required under Paragraph 9 of this Stipulation and Consent Order, the United States Trustee may file an Affidavit of Default with the Court, and the case shall be converted to one under Chapter 7 of the Bankruptcy Code forthwith.

SO ORDERED.