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                                                                    EXHIBIT 10.2




                     IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE




-------------------------------------X
In re:                                       Chapter 11            
                                             Case No. 95-1235 (PJW)
LOMAS FINANCIAL CORPORATION,                                       
LOMAS MORTGAGE USA, INC.,                                          
LOMAS INFORMATION SYSTEMS, INC. and          Jointly Administered  
LOMAS ADMINISTRATIVE SERVICES, INC.

          Debtors.         
-------------------------------------X



                  STIPULATION AND ORDER AMONG LOMAS FINANCIAL
                  CORPORATION, LOMAS INFORMATION SYSTEMS, INC.
                  AND LOMAS ADMINISTRATIVE SERVICES, INC. AND
                    STATUTORY CREDITORS' COMMITTEE OF LOMAS
                   FINANCIAL CORPORATION REGARDING TECHNICAL
                  MODIFICATIONS TO PLAN OF REORGANIZATION AND
                               CONFIRMATION ORDER
               -------------------------------------------------


         WHEREAS, on October 10, 1995, Lomas Financial Corporation ("LFC"),
Lomas Information Systems, Inc. ("LIS"), Lomas Administrative Services, Inc.
("LAS," and collectively, the "Joint Debtors") and Lomas Mortgage USA, Inc.
("LMU", and together with the Joint Debtors, the "Debtors") filed voluntary
petitions for relief under chapter 11 of title 11, United States Bankruptcy
Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the
District of Delaware (the "Court"), and since the petition date remained in
possession of their properties as debtors in possession pursuant to Sections 
1107 and 1108 of the Bankruptcy Code;

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         WHEREAS, on March 15, 1996, the U.S. Trustee appointed a committee to
represent the unsecured creditors of LFC (the "LFC Committee");

         WHEREAS, on October 4, 1996 the Court entered an Order Confirming
Second Amended Joint Chapter 11 Plan of LFC, LIS and LAS ("Confirmation Order")
with respect to the Joint Debtors' Second Amended Joint Chapter 11 Plan (the
"LFC Plan" or "Joint Plan");

         WHEREAS, Article 4.3 of the Joint Plan, describing the treatment of
LFC Class 3 (Unsecured Claims), states that 1,000,000 shares of New LFC Common
Stock will be distributed pro rata to the Class 3 Creditors;

         WHEREAS, Article 7.1 of the Joint Plan states that the names of the
Joint Debtors and their subsidiaries would be changed, as specified by the LFC
Committee, to remove the word "Lomas" and the initials "L & N";

         WHEREAS, pursuant to Article 7.1 of the Joint Plan, the LFC Committee
provided such names to the Debtors and the Debtors informed the Court of these
name changes in the proposed Confirmation Order;

         WHEREAS, Section 7.5(c) of the Joint Plan provides for monthly
distributions to creditors if $1,000,000 is available in Distributable Cash (as
defined in the Joint Plan);

         WHEREAS, Paragraph 18 of the Confirmation Order requires that a
hearing on claim objections be brought within 220 days of the date of the
Confirmation Order;


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         WHEREAS, the Joint Plan defines "Record Date" to mean, for purposes of
distribution, "the Confirmation Date;"

         WHEREAS, the Joint Plan provides for the creation of the LFC
Litigation Trust, and a proposed LFC Litigation Trust Agreement was included as
an exhibit to the Joint Plan;

         WHEREAS, the plan of reorganization (the "LMU Plan"), confirmed by
this Court with respect to LMU provides for the creation of a LMU Litigation
Trust;

         WHEREAS, the LMU Plan has become effective;

         WHEREAS, Paragraph 21 of the Confirmation Order expressly provides for
the potential merger of the LFC Litigation Trust and the LMU Litigation Trust;

         WHEREAS, the LFC Committee, the Joint Debtors, and LMU, as
reorganized, have agreed that the merger of the LFC Litigation Trust and the
LMU Litigation Trust is in the best interests of the estates;

         WHEREAS, there are certain technical modifications to the Confirmation
Order and the Joint Plan, as alluded to above, that are necessary so that the
Joint Plan may be substantially consummated;

         WHEREAS, the Joint Debtors, as proponents to the Joint Plan, may
modify the Joint Plan between confirmation and consummation of the Joint Plan
pursuant to Section 1127(b) of the Bankruptcy Code;

         WHEREAS, the Joint Plan has not been substantially consummated;



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         NOW, THEREFORE. it is hereby stipulated and agreed by and between the
Joint Debtors and the LFC Committee as follows:

         1.      Article 4.3 of the Joint Plan pertaining to "LFC Class 3
(Unsecured Claims)" shall be modified to allow for a pro rata distribution to
Class 3 Creditors of 4,000,000, not 1,000,000, shares of New LFC Common Stock.
This change should also be reflected in Exhibit A-1 of the Disclosure Statement
-- "LFC Charter/Bylaws" at paragraph SIXTH, so that "333,333 shares" becomes
"1,333,332 shares" and "666,667 shares" becomes "2,666,668 shares." The
relevant section in ARTICLE SIXTH, as modified, shall read:

                 Until such time as 1,333,332 SHARES of Common Stock have been
                 distributed in accordance with the Chapter 11 Plan referred to
                 in ARTICLE FIFTH, the Board of Directors shall have the
                 responsibility for taking all actions....Thereafter, until at
                 least 2,666,668 SHARES of Common Stock...

         2.      The Confirmation Order should be amended to correct and
include the following LFC subsidiaries' name changes required pursuant to
Section 7.1 of the Joint Plan:

         Lomas Information Services, Inc. should be Lomas Information Systems,
Inc.;

         Lomas Housing Management, Inc. should be Lomas Housing Management
Corp.; and

         Lomas Properties, Inc. should be added to the list of subsidiaries.




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These corrections and additions provide an accurate record of LFC subsidiaries'
names. All new Siena Holdings, Inc.  subsidiaries' names will remain consistent
with the LFC subsidiaries' names except that "Lomas" should be replaced with
"Siena."

         3.      Paragraph 18 of the Confirmation Order should be modified to
clarify that an initial hearing on any claim objection must be brought within
220 days of the Confirmation Order, so that it is clear that continued hearings
may take place beyond such time. Paragraph 18 of the Confirmation Order, in
relevant part, as modified, should read as follows:

                 ..., and shall bring on such objections or applications for
                 initial hearing within two hundred and twenty (220) days...

         4. Section 1.2 of the Joint Plan should be modified by amending the
definition of "Record Date." The revised definition would read as follows:

                 "Record Date" means, for purposes of voting, the date on which
                 the Bankruptcy Court approves the Disclosure Statement, and
                 for purposes of distribution, the Confirmation Date, provided,
                 however, that the Record Date for purposes of distributions on
                 account of the Public Debt Securities shall be the Effective
                 Date.

         5. Article 7.5(c) of the Joint Plan pertaining to "Subsequent
Distributions on LFC Class 3 Claims" shall be modified to allow for quarterly,
not monthly distributions. This change shall be reflected in the Article 1
"Definitions" so that "Monthly Distribution Date" becomes "Quarterly
Distribution Date." Further, a distribution may only take place if $1,500,000
in Distributable Cash (as defined in the Joint Plan) is available. The relevant
sentence in Section 7.5(c), as modified, shall read:




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                 ....On each QUARTERLY Distribution Date on which there is at
                 least $1,500,000 of Distributable Cash available to
                 distribute, reorganized LFC shall make additional
                 distributions of LFC Distributable Cash and New LFC Common
                 Stock to holders of Claims that were Allowed on the
                 Effective Date or subsequently have become Allowed on or
                 before the last day of the calendar month immediately
                 preceding such QUARTERLY Distribution Date, in amounts to
                 cause such holders to have received...

         6.      Relevant provisions of the Joint Plan pertaining to the LFC
Litigation Trust shall be modified, to the extent necessary, to reflect that
there will be a merger of the LFC Litigation Trust with the LMU Litigation
Trust.  Further, relevant provisions of the Joint Plan shall be modified to
clarify the parties intent that the resulting combined litigation trust will be
a grantor trust for federal tax purposes. The LFC Litigation Trust Agreement
shall be deleted as an Exhibit to the Joint Plan and replaced with a new trust
agreement for the combined litigation trust. The new trust agreement will
generally reflect the following (as modifications to the deleted LFC Litigation
Trust Agreement):

                 (i)      proceeds from the claims held by the litigation trust
                          shall be paid 60-40 to the creditor trusts created by
                          the Joint Plan and the LMU Plan, respectively;

                 (ii)     expenses of the litigation trust shall be borne 60%
                          by the LFC estate and 40% by the LMU estate (the
                          litigation trust will initially be funded with $3
                          million form the LLC estate and $2 million form the
                          LMU estate);

                 (iii)    control of the litigation trust shall be equal and
                          shall be managed by a single trustee;



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                 (iv)     the Litigation Trust shall be a grantor Trust for
                          Federal Income Tax purposes

         7.      The Joint Plan is amended to clarify that the fees and
expenses of the LFC Indenture Trustee in the approximate amount of $56,000 will
be paid by the Joint Debtors on the Effective Date. Texas Commerce Bank, as
Indenture Trustee for the Senior Convertible Notes, shall make the initial
distributions to the holders of the Senior Convertible Notes.

         8.      The Joint Plan is amended to provide that certain assets
received pursuant to the Settlement Agreement, including, but not limited to,
the Conseco Note may be transferred directly to the LFC Creditors' Trust and
that the operating expenses of the LFC Creditors' Trust will be self-funded.
Any expenses incurred by Reorganized LFC in liquidating the assets of the LFC
Creditors' Trust will be subject to reimbursement by the LFC Creditors' Trust.
Furthermore, Reorganized LFC, the initial trustee of the LFC Creditors' Trust
shall have the right to appoint a successor trustee. The LFC Creditors' Trust
may borrow additional funds from Reorganized LFC on a fully collateralized
basis at an appropriate rate of interest to the extent authorized by the board
of directors of Reorganized LFC.

         9.      The Plan will be amended to provide that Bankers Trust as the
indenture trustee ("Bankers Trust") (under that certain indenture dated October
1, 1992 (the "Indenture") between LMU and Bankers Trust, pursuant to which LMU
issued its 9 3/4% Senior Notes due October 1, 1997 and its 10 1/4 Senior Notes
due October 1, 2002) will be released from




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any and all claims whatsoever. whether existing now or arising in the future,
relating to or arising from the Bankers Trust claim against LFC alleging, inter
alia, that LFC breached its duty to its subsidiary, Lomas Mortgage USA ("LFC
Claim") or Bankers Trust's withdrawal thereof, or the Stipulation, or Banker's
Trust actions contemplated therein, belonging to or running in favor of LMU,
LFC, and all other parties in interest in these cases and their respective
heirs, successors, trustee, executors, agents, administrators and assigns, and
all parties in interest in these cases and all other persons have notice
thereof, will be permanently enjoined from asserting any and all claims
whatsoever, whether existing now or arising in the future, relating to or
arising from the LFC Claim, or Bankers Trust's withdrawal thereof, or the
Stipulation, or Bankers Trusts' actions contemplated therein, belonging to or
running in favor of all parties in interest in the above captioned cases, and
their respective heirs, successors, trustees, executors, agents, administrators
and assigns (the "Release and Injunction").

Dated: January 29, 1997
       Wilmington, Delaware




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LOMAS FINANCIAL CORPORATION,           WILLIAMS, HERSHMAN & WISLER, P.A.
LOMAS INFORMATION SYSTEMS,             
  INC.,                                
LOMAS ADMINISTRATIVE                   
  SERVICES, INC.                       
                                       
                                       
By: [ILLEGIBLE]                        By: /s/ JEFFREY C. WISLER
   --------------------------             ------------------------------------- 
                                          Jeffrey C. Wisler, (No. 2795)   
                                          One Commerce Plaza, Suite 600
                                          P.O. Box 511                 
                                          Wilmington, Delaware 19801   
                                          (302) 575-0873               

                                                -and-
                                       
                                       ANDREWS & KURTH L.L.P.
                                          Peter S. Goodman (PSG 3939)
                                          425 Lexington Avenue
                                          New York, New York 10017
                                          (212) 850-2800
                                       
Debtors and Debtors-in-Possession      Co-Counsel to the Official Committee of
                                       Unsecured Creditors of Lomas Financial
                                       Corporation
                                       
So Ordered:                            Dated: January __, 1997
                                              Wilmington, Delaware
                                       
                                       
------------------------------         
Peter J. Walsh                         
United States Bankruptcy Judge         




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