James LaGanke, P.C.
202 East Earll Drive, Suite 340
Phoenix, Arizona  85012
(602) 279-6399
Fax:  (602) 279-5509
James M. LaGanke/SBN 006913

Attorney for Debtor


                         UNITED STATES BANKRUPTCY COURT

                               DISTRICT OF ARIZONA

In re:                               )
                                     )
VISTA FINANCIAL SERVICES, INC.,      )
  an Arizona corporation,            )
                                     )
                  Debtor.            )
                                     )
Employer I.D. #86-0464104            )
                                     )   Chapter 11
                                     )
                                     )   No. 93-05704-PHX-GBN
--------------------------------------

                        AMENDED ORDER CONFIRMING DEBTOR'S
                         MODIFIED PLAN OF REORGANIZATION

         This matter came before the court on November 27, 1996, on the Debtor's
Motion to Amend Debtor's Plan of Reorganization as modified by Order of July 20,
1996;  and it appearing that the Motion was noticed to all creditors and parties
in interest and that no objection was filed within the time set in the Notice of
Hearing nor made at the hearing;  and it further appearing that the modification
is in the best interests of creditors, is feasible and meets the requirements of
ss.ss. 1122, 1123 and 1145; and good cause appearing, it is

         ORDERED that Debtor's Plan of Reorganization is amended and modified as
follows:

     1.   The Debtor  shall  forthwith  transfer  all  assets and post  petition
          liabilities  (known to the buyers) to James Scannell and Carl Gottlieb
          (or nominee) known to the buyers in exchange for $15,000 to be payable
          on or before  November 30, 1996.  All such post  petition  liabilities
<PAGE>
          known to the purchasers shall be the  responsibility of the new entity
          to be known as Vista Financial Services, Inc.

     2.   $15,000 shall be disbursed  forthwith  upon receipt,  pro rata, to all
          unsecured   creditors  in  full   satisfaction  of  all  claims.   All
          pre-petition indebtedness shall be fully satisfied and discharged upon
          the  making  of the  pro  rata  distribution  of  said  funds  to said
          creditors.

     3.   All stock  certificates  now owned by Century  Pacific  Corporation (a
          debtor in case No. 96-00935)  ("Century  Pacific") in the debtor shall
          be canceled in exchange for new shares of the debtor comprising 2-1/2%
          of the  total  shares  of the  Debtor  to be  outstanding  and  issued
          following  the issuance of all shares  pursuant to this Amended  Plan;
          these  new  shares  are  forthwith  to be  issued,  pro  rata,  to the
          shareholders  of record of Century  Pacific.  Further,  additional new
          shares  amounting  to 2-1/2% of the total shares of Vista to be issued
          and outstanding  following the issuance of all shares pursuant to this
          Amended  Plan  shall  be held  as an  asset  of  Century  Pacific  for
          distribution  under a Century Pacific Plan of  Reorganization.  Debtor
          shall have  fulfilled  all its  obligations  to Century  Pacific  upon
          delivery of such shares.

     4.   The  administrative  claim of the 4909 East McDowell Joint Venture for
          rent accruing after  September 30, 1996,  shall be fully  satisfied by
          issuing new stock  certificates  of the debtor to said  administrative
          creditor  or  to  its  nominee.   Said  certificates   shall  comprise
          ninety-five  percent (95%) of the  outstanding and issued stock of the
          Debtor that exists  following the issuance of all the stock authorized
          by this Order.

     5.   The  Debtor  shall  change  its  name  prior  to  issuance  of the new
          certificates  and the name "Vista Financial  Services,  Inc." shall be
          transferred  to the  purchasers.  The  sale  shall be  concluded  upon
          payment of the $15,000 due hereunder.

         DATED:  December 27, 1996

                                            /s/ George B. Nielsen
                                            -----------------------------------
                                            The Honorable George B. Nielsen, Jr.