JAMES M. LAGANKE P.C.
202 E. EARLL, #340
PHOENIX, ARIZONA 85012
(602) 279-6399
FAX (602)279-5509

James M. LaGanke SBN 006913

Attorney for the Debtors

                      IN THE UNITED STATES BANKRUPTCY COURT
                           FOR THE DISTRICT OF ARIZONA

IN RE,                             No. 96-09598-PHX-GBN

CENTURY PACIFIC GLOBAL             Chapter II Proceeding
COMMERCE, LTD.

          Debtor.


In re,                             No. 96-00935-PHX-RTB

                                   Chapter II Proceeding

CENTURY PACIFIC
CORPORATION.

          Debtor.


             FIRST AMENDED AND MODIFIED JOINT PLAN OF REORGANIZATION

     Debtors  propose  the  following  First  Amended  and  Modified  Joint Plan
Reorganization:

                                       I.
                                   DEFINITIONS

     The  following  terms  when  used in this Plan of  Reorganization  have the
following meanings:

     1. BANKRUPTCY CODE: shall mean the Bankruptcy Code as set forth in Title 11
of the United States Code.

     2.  CLAIM:  shall mean an allowed  claim.  If it is one which  requires  an
application,  hearing,  court order and/or other Procedure to be followed by the
claimant in order to be allowed,  "claim" shall mean "allowed claim" only to the
extent the Proper procedure has been followed.

     3.  CONFIRMATION OF THE PLAN: shall mean the entry of an order by the Court
confirming this joint Plan.
<PAGE>
     4. COURT: shall mean the United States Bankruptcy Court for the District of
Arizona.

     5.  CREDITORS;  SHALL MEAN ALL creditors of each debtor  holding claims for
DEBTS, liabilities, demands. or claims of anY character WHATSOEVER AGAINST other
debtor.

     6. DEBTOR: shall mean both Century Pacific Corporation. AKA Century Pacific
Financial  Corporation and Century Pacific Global COMMERCE,  Ltd. wHERE ONLY one
of the debtors is meant the term "Century Pac(pound)ic" Debtor IS USED, it shall
mean "Century Pacific Corporation,  AKA Century Pacific FINANCIAL  Corporation",
only, and when THE TERM "GLOBAL  DEBTOR" is USED IT shall mean "Century  PACIFIC
GLOBAL COMMERCE, LTD."

     7. DISCLOSURE  STATEMENT shall mean the written Disclosure  Statement filed
in this case pursuant to 1125 of the Bankruptcy CODE, APPROVED, AFTER NOTICE AND
HEARING,  BY  THE  COURT  AS  CONTAINING   ADEQUATE   INFORMATION  TO  ENABLE  A
HYPOTHETICAL, REASONABLE INVESTOR TO MAKE AN INFORMED JUDGEMENT ABOUT THE PLAN.

     8. EFFECTIVE DATE:  shall mean that date on which the order  confirming the
Plan becomes final and non-appealable.

     9. PLAN: shall mean THIS JOINT Plan of  Reorganization  in its present form
or as it may bE amended. modified or supplemented.

     10. CENTURY PACIFIC DEBTOR STOCK:  shall mean common shares of stock in the
Century  Pacific  Debtor,  as  modified  In name to  Century  Pacific  Financial
Corporation.

     11.  GLOBAL  DEBTOR  STOCK:  shall mean  common  shares of stock in Century
Pacific Global Commerce, Ltd.

                                       II.
                        TREATMENT OF UNCLASSIFIED CLAIMS
                  (ADMINISTRATIVE EXPENSES AND PRIORITY CLAIMS)

A. The holders of unsecured  priority  claims against the debtor existing on the
filing date which have not been paid previously  (excluding  claims DESCRIBED in
U.S.C 507(a)(7),  and all expenses of preserving  Debtor other than those claims
of  professionals  included  in Class I, will be paid in cash in full  within 30
days of the effective  date of the Plan or within thirty (30) days following the
allowance of the claims,  whichever  is later,  or at such other times as may be
mutually  agreed  upon by The Debtor and such  claimants.  All trade and service
debts and  obligations  incurred in the normal  course of the Debtor's  business
during the Chapter II proceetdings shall be paid when due in the ordinary course
of business.

B. Each holder of an allowed  priority  claim as  specified  in 507(l)(7) of the
Bankruptcy  Code  shall  receive  the  amount  of such  claim  based on the sole
discretion of the Debtor, either (l) cash in full amount of the allowed claim on
the Effective Date, or (2 deferred cash payments, payable annually beginning one
hundred eighty (180) days after the effective date of the plan and made during a
period not  exceeding  six (6) years after the date of assessment of such claim,
or a value as of the effective date of the plan,  equal to the allowed amount of
such claim,  which payment  shall  include  interest on the allowed claim at the
appropriate rate.

C. The payment of Century  Pacific  Debtor's  claims in this Section II shall be
made from the assets of the Century Pacific Debtor and the payment of the Global
Debtor's claims in this Section II shall be made as hereafter set forth.

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                                      III.
                            CLASSIFICATION OF CLAIMS

     A. The claim  against  thee  Century  Pacific  Debtor are divided  into the
following classes:

     CLASS I:  Attorney's  Fees Claims.  The following  claimants have agreed to
separate treatment from other administrative expense claimants:

     James M. LaGanke, PC
     For services rendered.  Shares in Global II shall be issued as set forth in
     paragraph V(F), INFRA.

     Terry A. Dake
     For services rendered to the chapter 7 Trustee.  Shares in Global III shall
     be issued as set forth in paragraph V(F), INFRA.

     CLASS 2: Wages Claims

     CLASS 3: Unsecured Tax Claims

     CLASS 5(A):  THE allowed  unsecured  claims  under  $200.00.  Class two (2)
claims total approximately $400.00.

     CLASS 5(B): THE allowed unsecured claims of $200.00 and over. These include
claims  arising out of rejected  executory  contracts and leases,  the unsecured
portion of secured  creditors' claims under 506(1),  contingent  claims, and the
claims of unsecured holders of subordinated  debentures  totaling  approximately
$1,634,408.  The  individual  debentures  range in  amounts  from  $5,000.00  to
$139,000 with the majority being  $10,000.00  each. Class three (3) claims total
approximately $1,634,408.

     CLASS  5(C);  EXISTING  noteholders  consisting  of  several  groups  would
exchange their senior  position in the capital  structure of the Century Pacific
Debtor into common stock in the amount of 17,065,727  shares  thereby  relieving
the Century Pacific Debtor of the burden of interest and principal payments. The
amount of common stock to be issued has been computed  using the same formula as
was used in compiling the number of shares to be awarded other creditors.

     CLASS 6:  Holders of  Century  Pacific  common  stock,  of which  there are
approximately  727 as OF January 29, 1996.  THESE  investors hold  approximately
13,317,894 shares.

     B. The claims  against  thc Global  DEBTOR are divided  into the  following
classes:

     CLASS 1: James M.L LaGanke for services rendered prior to the conversion to
              Chapter II.

     CLASS 2: ALL claims that are not Class I or Class 3 claims

     CLASS 3: Holders of common stock.

     Tudor Investments, Ltd. Employee Profit Sharing Plan        48.75%
     Miller Capital                                              48.75%
     The Century Pacific Debtor                                    2.5%

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<PAGE>
                                       IV.
                       TREATMENT OF CLASSES AND INTERESTS
                             IMPAIRED UNDER THE PLAN

     A. Century Pacific Debtor:

     CLASS 1: Class I claims are impaired  under the Plan because the holders of
Class I claims will not receive cash  equivalent to the allowed  amount of their
claims on the  effective  date of the Plan.  Class I claims will be paid in full
over six months following the effective date of the Plan.


     CLASS 2:

     CLASS 3:

     CLASS  5(a):  CLASS 2 CLAIMS OF $200.00 OR LESS WILL BE paid in cash on the
Effective Date of the Plan or as soon as practicable  thereafter.  The source of
funds for payment of these claims will be current operating  revenues of Century
Pacific Financial and affiliates.

     CLASS 5(b):  Class 3 claims are impaired under the Plan because  holders of
class 3 claims will not receive cash  equivalent to the allowed  amount of their
claim on the effective  date of the Plan.  3,743,181  million shares of stock in
Company will be made  available to pay Class 3 claims.  Company's  stock will be
issued and divided pro rata among Class 3 claimants.  The Company's  twenty five
thousand  shares in Creative  Vistas,  Inc. shall be held by the Century Pacific
Debtor and will not be distributed pursuant to the Joint Plan.

     CLASS 3 claimants  may elect to be treated as a Class 2 claim,  by electing
such treatment in writing on or before the effective  date of the Plan.  Class 3
claimants  exercising this election shall receive $200.00 in cash within 30 days
of the effective date, in full payment of their claim.

     CLASS 6:  Current  Stockholders.  Current  stockholders  will retain  their
shareholdings  and will keep all their legal and  equitable  rights there under.
All existing warrants and options are canceled under the Plan.

     CLASS  5(c):  Debt   instrument   holders  -  Harris  vs.  Century  Pacific
Corporation, et al.

     B. Global Debtor:

          1. Class 1: Claims shall be paid in full in cash on confirmation.

          2. Class 2:  Claimants  shall receive 2.5% of the  outstanding  shares
(25,000  shares) of common stock which shall be divided and distributed pro rata
among all allowed creditors according to the amount of each claim as allowed.

          3. Class 3: Four Hundred  seventy-five  thousand  (475,000)  shares of
stock shall be issued to Miller Capital and four Hundred  seventy-five  Thousand
(475,000)  shares of stock  shall be issued to Tudor  Investments,  Ltd.  Profit
Sharing Plan.  Each existing  shareholder  of the Century  Pacific  Debtor shall
receive approximately thirty-four (34) shares, each, which is each shareholder's
distribution  per  capita  from the  25,000  shares  to be  distributed  to said
shareholder  group in exchange for  cancellation  of the Century  Pacific Debtor
stock in the Global  Debtor.  All  existing  certificates  shall be  canceled in
exchange for the certificates to be issued pursuant to the Plan. Brokerage firms
holding  stock in street names shall be issued  approximately  thirty-four  (34)
shares for each separate person in whose name they hold stock as of the date the
petition  was filed so as to treat such persons  owning  stock in "street  name"
like all other shareholders.

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<PAGE>
                                       V.
                             MEANS OF IMPLEMENTATION

     A. Source of Funds as to Century Pacific Debtor.

          Unclassified  and Class 1. The  source of funds for  unclassified  and
Class 1 claims is operating  revenues of Century  Pacific  Corporation as of the
effective date of the Plan.

          Class 2. The  source  of funds  for Class  5(a)  payments  will be the
existing operating  revenues of Century Pacific  Corporation as of the effective
date of the Plan.

          Class 5(b).  The source of funds to pay these  claims is  newly-issued
stock of  Century  Pacific  Corporation.  3,743,181  million  shares of  century
Pacific  Corporation will be issued for the purpose of paying unsecured  claims.
Each  claimant  will receive a pro rata share of the stock.  There is sufficient
stock authorized to cover the claims. Class 6. No added stock is to be issued to
current stockholders.

          Class 5(C). 17,065,727 shares of stock will be issued to satisfy Class
5 creditors. Said creditors shall also be issued shares of creative Vistas, Inc.
that are owned by the company. Each claimant will receive such shares pro rata.

     B. Source of Funds as to Global Debtor.

          1. All cash required will be  contributed  by Miller Capital and/or by
the tudor Investment, Ltd. Employee Profit Sharing Plan.

          2. No cash is required; stock will be issued.

          3. No cash is required; stock will be issued.

          4. Disbursing  agent--Each  Debtor shall act as disbursing agent under
the  respective  portion or the Joint  Plan.  A Stock  Transfer  Agent  shall be
employed to transfer the stock certificates.

     C. Property.

     I. Century Pacific Debtor

          Debtor's only real,  personal.  or tangible assets.  are furniture and
office equipment and  miscellaneous  penny stocks and the Creative Vistas.  Inc.
stock.  Debtor has intangible  assets in the form of good will and a substantial
client base.  These  intangible  assets have little or no salable value,  and no
value if Debtor does not  continue as a business  entity.  If the Debtor were to
liquidate, creditors would receive no more than $.001 mils on a dollar.

     2. Global Debtor

          Global Debtor has no tangible or intangible  assets. If global were to
liquidate, creditors would receive nothing at all.

Page 5
<PAGE>
     D. Acquisition (Century Pacific Debtor only)

          Tempe Medical  Equipment,  a divsion of Natural  Techno!ogies Inc. has
agreed to be acquired by the Century  Pacific  Debtor for a further  issuance of
common  stock.  This  company is a  refurbishing  and  re-seller  of "high tech"
medical equipment such as magnetic resonance imaging (MRI) systems,  respiratory
care  equipment  and  electronically  operated  diagnostic   instruments.   This
organization  also serves as a  distributor  organization  for a wide variety of
medical  expendables  Century will issue 20,873,198 shares of stock for the hard
assets of Tempe Medical Equipment.

     E. Change in Management

     1. Century Pacific Debtor.

          a.  Carlton V.  Phillips has agreed to remain as Chairman of the Board
of Directors

          b. David L.  Hadley.  Director  of all  refurbishing  and  remarketing
operations  of Tempe  Medical  Equipment  has agreed to become  President of the
corporation.

          c.  Carlton V.  Phillips  and David L.  Hadly  have  agreed to provide
operations,   new  product  development   advertising,   accounting  and  market
development support on a regular and as-needed basis to meet the goals described
herein. Carton V. Phillips,  Jr., Esq. has agreed to join the Board of Directors
and become Managing Director of mortgage lending  activities.  He may also serve
as  corporate  counsel.  Regina M  Phillips  has  agreed  to join  the  Board of
Directors and serve as a consultant regarding loan processing activities.

          d.  Management  has agreed to comply with all  Securities and Exchange
Commission reporting and accounting requirements in a timely fashion.

               i. The previously named corporate  officers will be beneficiaries
of an incentive  stock  option plan  enabling  them to purchase  common stock at
prices to be determined  utilizing generally accepted standards for such awards.
Outside  directors  are  expected  to join  this  Board  and  will  be paid  for
attendance  at each  board  meeting.  Employee  board  members  will  receive no
payment.  Outside  directors  will also be provided  stock option  opportunities
through a stock option plan

               ii. Century  Pacific Debtor shall indemnify new board members and
newly appointed  corporate officers from any pre petition acts by its directors,
stockholders or officers.

          e. All operating  interim  revenues of Century Pacific  Debtor,  after
expenses  and sums to be paid  pursuant  to this Plan,  shall be  reinvested  in
Century Pacific debtor or its affiliates during the period of this Plan.

     2. Global Debtor:

          a.  Ronald E.  Warnicke  and Robert C.  Warnicke  will be the  initial
officers and  directors.  Each is an attorney in good  standing with the Arizona
State Bar Association.  No salaries have been paid nor will be paid until assets
are acquired after confirmation.

          b.  Management  has agreed to comply with all  Securities and Exchange
Commission  reporting  and  accounting  requirements  in a timely  fashion.  The
corporation  shall  reincorporate  in  Nevada  upon  confirmation  and  prior to
issuance of any stock.

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<PAGE>
     F. Incorporation in Nevada

          The Global  Debtor shall be  reincorporated  in Nevada as set forth in
paragraph 3-2 of the Disclosure  Statement.  Global II and Global III shall each
be  incorporated  in Nevada with the same  officers and  directors as the Global
Debtor.  Stock in  Global  II and  stock in  Global  III  shall be issued to the
shareholders  of the  Global  Debtor in the same  proportions  as for the Global
Debtor.  The stock issued to Tudor  Investrnents  Ltd Profit  Sharing  Trust and
Miller  Capital shall be in exchange for the  administrative  claims rising from
payment  of James  LaGanke  as to Global II and  payment  of Terry A. Dake as to
Global III . Said shares shall be issued as free trading stock  pursuant to 1145
of  the  Bankruptcy   Code,   said  shares  being  issued  in  exchange  for  an
administrative claim, said claims to be paid by Tudor Investments, Ldt. Employee
Profit Sharing Plan

                                       VI.
              MANAGEMENT AND REMUNERATTON OF OFFICERS AND DIRECTORS

     A. CENTURY PACIFIC DEBTOR:

          The following  officers and  directors  are  currently  serving at the
following annual salaries.

          Carlton V. Phillips - President - Chairman        $18,000

          Debtor has no  provisions  in its charter for  non-voting  securities.
Carlton V.  Phillips will remain as Chairman of the Board of Directors and David
L. Hadley will become  President of Company,  as of the  effective  date of this
Plan.

          There shall be no salary paid until the company acquires assets.

     B. GLOBAL DEBTOR:

          There will be no salary  paid  unless and until the  company  acquires
assets.

                                      VII.
               PROVISIONS FOR THE EXECUTION OF THE PLAN WHICH MAY
                AFFECT, ALTER OR MODIFY THE RIGHTS OF ALL CLASSES
                                  AND CLAIMANTS

          A. As of the  effective  date of the Plan.  each  reorganized  company
shall retain and be vested with all of its its respective assets, which shall no
longer be considered  property of the estate,  as defined in 11 U.S.C.  541, and
all of each  Debtor's  assets  shall be free  and  clear of  liens,  claims  and
interest of creditors except as specifically provided in this Plan.


          B. After the  effective  date of the Plan,  each  reorganized  company
shall  continue its business and manage its affairs  without  supervision of the
Bankruptcy  Court  and may enter  into such  agreements  and  transfer,  convey,
encumber,   use  and  lease  its  assets  as  it  deems  appropriate  under  the
circumstances.  without the requirement of seeking  approval from the Bankruptcy
Court.

          C.  The  holders  of  secured  claims  in  any of  the  classes  shall
terminate,  relinquish  and  reconvey,  and shall be deemed to have  terminated,
relinquished  and reconveyed  any security,  beneficial,  or ownership  interest
which they may

Page 7
<PAGE>
have in any of the assets of either  Debtor upon the  payment.  pursuant to this
plan, of the allowed amount of such claims.

          D. The  distributions  to holders of claims  pursuant to this plan are
minimum  distributions  only, and the Debtor shall have the right and discretion
to negotiate and pay in installments the specified sums without penalty.

          E. Upon the effective date of the Plan, unless a stay has been entered
relating to the Order of Confirmation, the automatic stay described in 362(1) of
the Bankruptcy Code shall terminate;  provided,  however. that all creditors and
claimants  shall be enjoined from  continuing  with or commencing  any action or
proceeding against the company as long as the company complies with the terms of
the plan.

          F. All distributions of money under the Plan which are returned by the
Post Office  undelivered  or which cannot be delivered  due to lack of a current
address will be retained by the company in trust in a federally insured bank for
the  distributee;  after the  expiration  of six (6) months from the date of the
first  attempted  distribution,  the  unclaimed  moneys,  stock  and all  future
distributions will vest in the company, fee of any claim by the distributee.

          G. No creditor or claimant, whether secured,  unsecured,  priority, or
nonpriority,  shall be  entitled  to any fine,  penalty,  exemplary  or punitive
damages,  late charges,  default interest, or any other monetary charge relating
to or  arising  from any  default or breach by the Debtor and any claim for such
sums shall be deemed  disallowed  whether or not an objection is filed  thereto.
Creditors with allowed secured claims shall be entitled to reasonable attorneys'
fees and nondefault interest as provided by Section 506 of the Bankruptcy Code.

          H. No  distribution  shall be made  hereunder  or on account of and no
allowed  claim shall  include.  interest  thereon  whether  provided  for in any
agreements after the commencement of the Debtors' Chapter II case, nor shall any
claimant be allowed any costs, expenses, attorneys' fees or awards of securities
except as provided under 506(b) of the Bankruptcy Code.

          I. The Debtor shall maintain insurance on all of its property (if any)
sufficient  to cover the  replacement  value of these  assets and shall keep its
property in good repair, reasonable wear and tear excepted

          J. Upon the entry of the Order of  Confirmation,  the plan  shall bind
the Debtor,  any entity  acquiring or being  distributed  any property under the
Plan, any creditor,  and any equity security holder, whether or not their claims
and interests are impaired  under the plan and whether or not they have accepted
the Plan.

          K. The entry of the Order of  Confirmation  shall  permanently bar the
filing and  asserting of any claims  against the Debtor which arose or relate to
the period of time prior to the date of such confirmation,  which were listed by
the Debtor in its Schedules  and Statement of Affairs filed with the  Bankruptcy
Court or were not  evidenced by timely and proper Proofs of Claim filed with the
Bankruptcy Court.

          L. Upon the entry of an Order of Confirmation, any and all payments to
secured creditors for adequate protection shall be terminated.

          M. If the  Debtor  fails to comply  with the  terms of its  respective
Plan. the holders of claims in any class  materially  harmed thereby may proceed
against  said  Debtor  (and under said  Debtors)  and its  property  in order to
enforce  the plan and  collect  the  obligations  of the  company  hereunder  by
bringing  or taking any  appropriate  action  under  federal  or state  law,  in
Bankruptcy  Court or other court or competent  jurisdiction and in the case or a
secured claimant, in accordance with any applicable and existing mortgage,  deed
of  trust,  security  agreement,  or  other  instrument  evidencing  a  lien  or
encumbrance. No rights shall exist against one Debtor by reason of any post plan
action or default of the other and neither Debtor shall have any  responsibility
for any representations of the other in the Joint Disclosure Statement.

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<PAGE>
                                      VIII.
                      DISPUTED CLAIMS; OBJECTIONS TO CLAIMS

          The Debtor its  attorneys  and any party in  interest  may file (a) an
objection  to any cIaim,  (b) a motion to  determine  the extent  ,priority,  or
amount of any  secured or other  claim,  or (c) a  complaint  to  determine  the
validity, priority, or extent of a lien or other interest in property. Copies of
all  objections,  motions,  or complaints must be served timely upon the Century
Pacific Debtor's  attorney,  James M. LaGanke,  PC 202 E Earll Drive, Suite 340,
Phoenix, AZ 85012 and upon Global Debtor's President,  Ronald E. Warnicke,  2020
N. Central Avenue, 5th Floor, Phoenix, AZ 85004.

                                       IX.
                              MODIFICATION OF PLAN

          Prior to The Order of Confirmation,  the Debtor may propose amendments
or  modifications  of this  Plan  in  accordance  with  Section  1127(a)  of the
Bankruptcy  Code.  After  confirmation,  the  Debtor  may amend this Plan in the
manner provided by Section 1127(b) of the Bankruptcy  Code. The Bankruptcy Court
may, at any time,  so long as it does not  materially  or  adversely  affect the
interest of the  creditors,  remedy any defects or omissions  or  reconcile  any
inconsistencies in the Plan or in the Order of Confirmation , and in such manner
as may be necessary to carry out the purposes and effect of this Plan

                                       X.
                               EXECUTORY CONTRACTS

          Debtors  reject all exectuory  contracts not  previously  assumed,  or
assumed herein whether or not specifically listed herein. Any entity asserting a
claim  arising in connection  with such a rejection  shall be required to file a
proof  of  claim  relating  thereto  within  10 days of the  entry  of an  order
approving the disclosure statement filed in conjunction with this Plan.

                                       XI.
                            RETENTION OF JURISDICTION

          The Court shall  retain  jurisdiction  over this estate to ensure that
the  purpose and intent of this Plan is carried  out,  to modify  this Plan,  to
correct any defect,  to cure any omission or reconcile  any  inconsistencies  in
this Plan or the order of  confirmation,  to enter any order  necessary to carry
out the  Plan,  to enter an  order  terminating  this  case,  and for any  other
purposes deemed appropriate by the Court.

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