JAMES M. LAGANKE PC.
202 E EARLL, #340                 U.S. BANKRUPTCY COURT SEAL AFFIXED
PHOENIX,ARIZONA 85012
(602)279-6399                     I HEREBY CERTIFY THAT THE ANNEXED INSTRUMENT
FAX (602)279-5509                 IS A TRUE AND CORRECT COPY OF THE ORIGINAL
                                  ON FILE IN THE OFFICE OF THE BANKRUPTCY CLERK.

James M LaGanke/SBN 006913        DATED: 7/22/98       /s/
Attorney for the Debtors                 ---------------------------------------
                                                 AUTHORIZED DEPUTY CLERK

                      IN THE UNITED STATES BANKRUPTCY COURT
                           FOR THE DISIRICT OF ARIZONA

IN RC:                            NO. 96-09598-PHX-GBN
CENTURY PACIF1C GLOBAL                CHAPTER II PROCEEDING
COMMERCE, LTD.,


             DEBTOR.

IN RE:                            NO. 96-00935-PHX-RTB

CENTURY PACIFIC CORORATION,       CHAPTER 11 PROCEEDING

             Debtor.              ORDER CONFIRMING DEBTOR'S
                                  AMENDED JOINT PLAN OF
                                  REORGANIZATION

                                  HEARING DATE:   JULY 22, 1998
                                  HEARING TIME:   1:30 P.M.

     This  matter  came  before the Court on July22.  1998,  for a  confirmation
hearing on the Debtors Amended Joint Plan of  Reorganization  (as modified) (the
"Plan"),  which  was  approved  by the  Court on JULY 18,  1998.  Unless  stated
otherwise.  all terms defined in the Plan will have that same meanings when used
in this  Order.  with  respect  to the Plan the  Court  finds and  concludes  as
follows:  1. By an Order dated June 18,  1998,  the Court  approved the Debtors'
Disc!osure  Statement (the "Disclosure  Statement") related to the First Amended
and Modified Joint Plan alter  circulation of the Disclosure  Statement and Plan
to the United  States  Trustee  and the  Securities  Exchange  Commission  whose
comments were resolved in the approved  Disclosure  Statement,  said Order fixed
the procedures  related to the solicitation of votes on the Plan.  Following the
Court's entry of the Order
<PAGE>
approving the Disclosure  Statement plan  solicitation  packages.  Including the
Disclosure  Statement,  were  timely  transmitted  to the  creditors  and  other
interested   parties  in  accordance  with  Bankruptcy  Rule  307(d)  and  other
applicable procedural rules.

-    Voting on the Joint Plan is summarized in the "BALLOT  REPORT" (the "Ballot
     Report")  filed by the Debtors with the Court on July 21, 1998.  Each class
     of creditors accepted the plan in the requisite percentages and the Plan is
     fully consensual except for the objection filed by Terry A. Dake.

     3. Only one objection to the Joint Plan was filed.  The objection was filed
by Terry A.  Dake,  attorney  for the  trustee  of the  Century  Pacific  Global
Commerce, Ltd. Debtor seeking that the Plan not be confirmed unless arrangements
for payment of his attorney's fee be made. The modifications provide for payment
to Mr. Dake  satisfying the condition  established  by the objection.  The court
finds  that the Plan  attached  hereto,  being the First  Amended  Joint Plan as
modified,  has been  accepted  and  approved  by Mr.  Dake  and that Mr.  Dake's
objection  is deemed  withdrawn  in favor of the  First  Amended  Joint  Plan as
modified.

-    At the confirmation  hearing.  The Debtors gave notice of the modifications
     to the Plan.

-    On July 22, 1998, the Court conducted the confirmation hearing on the Joint
     Plan (as  modified),  at which time the Court  considered all pleadings and
     other documents related to plan confirmation, including but not limited to:
     (I) the Plan  terms  as  modified  in the  First  Amended  Joint  Plan,  as
     modified,  and as attached  hereto as Exhibit I; (ii) the  objection of Mr.
     Dake; and (iii) oral argument by counsel and parties in interest  appearing
     at the confirmation hearing. The Court also considered any prior testimony,
     evidence and motions that have been presented or filed in these cases,  and
     the entire record before the Court.

     6. The Court expressly finds and concludes that  modifications  to the Plan
attached hereto as Exhibit I do not materially or adversely change the treatment
of any creditor or party-in-interest  who has previously cast a ballot to either
accept or reject the Plan and that the principal purpose of the

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<PAGE>
modifications to the Joint Plan is to pay administrative  expenses for which the
Debtors  have no funds and to satisfy  the  objection  filed by Mr. Dake and the
objection that would otherwise have been filed by Mr. LaGanke..  Accordingly, no
further  disclosure  of  information  solicitation  of creditors  and parties in
interest,  or voting is required with respect to the  modifications of the First
Amended  Joint Plan, as modified,  and attached  hereto as Exhibit "I." The term
"plan" used in thus Order shall hereinafter include the First Amended Joint Plan
as modified by this Order and as attached hereto.

     7.  Confirmation  of  the  Plan  is  a  core  proceeding  under  28  U.S.C.
ss.l57(b)(2).  Pursuant  to U.S.C.  ss.l57(b)(2)  and 1334,  this  Court has the
jurisdiction to enter a final order confirming the Plan.

     8. The Plan and this Court's hearing thereon were filed in good faith, duly
and properly  noticed to all  creditors  and parties in interest in the Debtors'
Chapter  II cases.  The  Court has  determined  that the Plan (as  modified  and
attached hereto as Exhibit "1") satisfies the  requirements for confirmation set
forth in the Bankruptcy Code ~l 129(a) through (d).

     Based on the  foregoing  findings  and  conclusions  and the entire  record
before the Court and good cause appearing.

     IT IS HEREBY ORDERED as follows:

     A.   The plan,  attached  hereto as  Exhibit  1,  shall be,  and hereby is,
          confirmed  pursuant to Bankruptcy  Code ss.1129 and the  modifications
          contained in Exhibit 1 shall be, and hereby are, expressly approved as
          part of said confirmation.

     B.   All  objections  to  confirmation  of the  Plan  that  have  not  been
          withdrawn,  waived,  or settled  (if any),  shall be, and hereby  are,
          overruled on the merits.

     C.   The Debtors and all other necessary parties are authorized, empowered,
          and  directed,  without  further  Order of this Court and  pursuant to
          Bankruptcy  Code  ss.ss.  1142 and 1145,  to execute  and  deliver any
          instrument, any shares of free trading stock pursuant to paragraph VF)
          of the Plan any

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<PAGE>
          deed of trust.  Security  agreement or other document,  and to perform
          any  act,   that  is  necessary,   desirable,   or  required  for  the
          consummation  of the Plan.  Pursuant to Bankruptcy  Code ss.1141,  and
          except as otherwise  provided in the Plan or this Order, entry of this
          Order discharges any and an Claims against the Debtors, including, but
          not  limited to, any Claim which arose at any time before the entry of
          the  Order  and any  Claim  of a kind  described  in  Bankruptcy  Code
          ss.502(g),  (h) and (I). On and after the Confirmation Date, and as to
          every  discharged  Claim,  every  holder of a Claim shall be precluded
          from asserting against the Debtors, and any assets of the Debtors, any
          such discharged Claim and any rights, remedies,  demands,  damages, or
          liabilities of any kind arising from or related to any such discharged
          Claim.  Debtors as used in this  paragraph of this order  includes all
          successors.

     D.   Congress has amended the Bankruptcy Code requiring  Chapter II debtors
          fees to the Office of the U.S. Trustee after confirmation of a plan of
          reorganization.  The  Debtors  shall be, and hereby  are,  directed to
          continue  paying  in cash the U.S.  Trustee  fees  from and  after the
          Confirmation Date as such fees become due until lie Debtors' cases are
          closed

     E.   This Court shall retain  jurisdiction  in accordance with the terms of
          Article 10 of the Plan. This retention of jurisdiction  shall not. And
          does  not,  affect  the  finality  of this  Order.  The  Court  hereby
          expressly directs that this Order shall be entered forthwith and shall
          be effective immediately.

     DATED this 22 day of July 1998.



                                             /s/ Redfield T. Baum
                                             -----------------------------------
                                             THE HONORABLE REDFIBLD T. BAUM
                                             UNITED STATES BANKRUPTCY JUDGE

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<PAGE>
     DATED: July 22 , 1998


     JAMES M. LAGANKE, PC                 CENTURY PACIFIC CORPORATION, AKA
     202 E. Earll Dr.                     CENTURY PACIFIC FINANCIAL
     Suite 34O                            CORPORATION


                                          By /s/ Carlton V. Phillips
                                             -------------------------------
                                             Carlton V. Phillips, President



/s/ James M. LaGanke
------------------------------
James M. LaGanke


                                           CENTURY PACIFIC GLOBAL COMMERCE, LTD.


                                           By /s/ Ronald E. Warnicke
                                              ----------------------------------

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