Exhibit 10.1

                               EXCHANGE AGREEMENT

     EXCHANGE AGREEMENT,  dated as of this 4 day of May 2004 (this "Agreement"),
by and among Creative Vistas,  Inc., an Arizona  corporation  ("CVSA"),  and the
shareholders of Entec Software,  Inc., a Delaware corporation ("Entec"),  listed
on Exhibit A hereof (collectively, the "Shareholders"), relating to the purchase
and sale of all the outstanding shares of capital stock of Entec.

                                    RECITALS

     WHEREAS, the Shareholders  currently and collectively own all of the issued
and  outstanding  common stock,  par value $.01 per share,  of Entec (the "Entec
Shares");

     WHEREAS,  each Shareholder is the record and beneficial owner of the number
of Entec Shares as set forth on Exhibit A;

     WHEREAS,  the Entec  Shares  represent  all of the issued  and  outstanding
capital stock of Entec;

     WHEREAS, the Shareholders desire to sell and CVSA desires to acquire all of
the Entec  Shares on the terms and subject to the  conditions  set forth  herein
(the "Exchange");

     WHEREAS,  it is the intention of the parties  hereto that the Exchange will
qualify as a reorganization  under Section  368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended, and related sections thereunder; and

     WHEREAS,  the parties have determined  that it is in their  respective best
interests  to  consummate  the  Exchange  and to  undertake  such other  actions
described  herein,  all on the terms and subject to the  conditions set forth in
this Agreement.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements herein contained, the parties agree as follows:

                                   ARTICLE 1

                                EXCHANGE OF STOCK

     1.1 NUMBER OF SHARES.  The  Shareholders  agree to  transfer to CVSA at the
Closing (defined below) the number of Entec Shares shown opposite their names on
Exhibit A, in exchange for an aggregate  of  49,000,000  shares of no par Common
Stock of CVSA  ("Common  Stock") and  50,000,000  shares of Series A Convertible
Preferred Stock of CVSA ("Preferred  Stock" and, together with the Common Stock,
"CVSA  Shares").  The  Preferred  Stock  of  CVSA  shall  have  the  rights  and
preferences  set forth in the form of  Certificate  of  Designation  of Series A
Convertible  Preferred Stock attached  hereto as Exhibit B (the  "Certificate of
Designation").
<PAGE>
     1.2  EXCHANGE  OF   CERTIFICATES.   Each   Shareholder  of  an  outstanding
certificate  or  certificates  representing  Entec Shares shall  surrender  such
certificate  or  certificates  for  cancellation  to CVSA,  and shall receive in
exchange a certificate or  certificates  representing  the number of CVSA Shares
into which the Entec Shares  represented by the  certificate or  certificates so
surrendered  shall have been converted,  as set forth on Exhibit A. The transfer
of Entec Shares by the Shareholders shall be effected by the delivery to CVSA at
the Closing of certificates  representing  the Entec Shares endorsed in blank or
accompanied by stock powers executed in blank.

     1.3 FRACTIONAL  SHARES.  Fractional CVSA Shares shall not be issued, but in
lieu  thereof  CVSA shall round up  fractional  CVSA Shares to the next  highest
whole number.

     1.4  UNEXCHANGED   CERTIFICATES.   Until   surrendered,   each  outstanding
certificate that prior to the Closing  represented  Entec Shares shall be deemed
for all purposes, other than the payment of dividends or other distributions, to
evidence ownership of the number of CVSA Shares into which it was converted.  No
dividend or other distribution shall be paid to the Shareholders of Entec Shares
until  presented for exchange at which time any  outstanding  dividends or other
distributions shall be paid.

     1.5 FURTHER  ASSURANCES.  At the Closing and from time to time  thereafter,
the Shareholders  shall execute such additional  instruments and take such other
action as CVSA may  request in order more  effectively  to sell,  transfer,  and
assign the Entec Shares to CVSA and to confirm CVSA's title thereto.

                                    ARTICLE 2

                                     CLOSING

     2.1 TIME AND PLACE. The closing  contemplated  herein (the "Closing") shall
be held at  _________  on  ___________,  2004 at the  offices  of John B.  Lowy,
located at 645 Fifth Avenue, Suite 403, New York, New York 10022, unless another
place or time is agreed upon in writing by the  parties  without  requiring  the
meeting of the parties hereof.  All proceedings to be taken and all documents to
be  executed at the Closing  shall be deemed to have been taken,  delivered  and
executed  simultaneously,  and no proceeding shall be deemed taken nor documents
deemed executed or delivered until all have been taken,  delivered and executed.
The date of the Closing may be accelerated or extended by the written  agreement
of the parties.

     2.2 FORM OF  DOCUMENTS.  Any  copy,  facsimile  telecommunication  or other
reliable  reproduction of the writing or transmission required by this Agreement
or any signature  required thereon may be used in lieu of an original writing or
transmission  or signature for any and all purposes for which the original could
be  used,  provided  that  such  copy,  facsimile   telecommunication  or  other
reproduction shall be a complete  reproduction of the entire original writing or
transmission or original signature.

                                       2
<PAGE>
                                   ARTICLE 3

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

     The  Shareholders,  individually  and separately,  represent and warrant as
follows:

     3.1 TITLE TO SHARES.  The  Shareholders,  and each of them, are the owners,
free and clear of any  liens and  encumbrances,  of the  number of Entec  Shares
which are listed on the  attached  Exhibit A and which they have  contracted  to
exchange.

     3.2 AUTHORITY OF  SHAREHOLDERS.  Each of the Shareholders has the requisite
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  its
obligations  hereunder.  The  execution  and  deliver of this  Agreement  by the
Shareholders  and  the  consummation  by the  Shareholders  of the  transactions
contemplated hereby have been duly authorized by the Shareholders,  and no other
actions  on the part of  either  Shareholder  is  necessary  to  authorize  this
Agreement and such  transactions.  This  Agreement has been duly executed by the
Shareholders  and,  assuming the due  authorization,  execution  and delivery by
CVSA,   constitutes  a  valid  and  binding   obligation  of  each  Shareholder,
enforceable in accordance with its terms.

     3.3 CORPORATE  ORGANIZATION AND AUTHORITY OF ENTEC.  Entec is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Delaware and is qualified  to do business as a foreign  corporation  in
each  jurisdiction,  if any, in which its  property or  business  requires  such
qualification.  Entec has all  requisite  corporate  power and authority to own,
operate and lease its  properties,  to carry on its  business as it is now being
conducted. This Agreement has been duly authorized and approved by Entec's board
of directors.

     3.4 CAPITALIZATION OF ENTEC. The authorized capital stock of Entec consists
of  1,000,000  shares of Common  Stock of Entec,  $ .01 par value per share,  of
which  1,000,000  shares are issued and  outstanding and are owned of record and
beneficially  by the  Shareholders.  All the  outstanding  Entec Shares are duly
authorized and validly issued, fully paid and non-assessable. There are no stock
grants,  options,  rights,  warrants or other rights to purchase or obtain Entec
Shares or any preferred stock issued or committed to be issued.

     3.5 SUBSIDIARIES.  Except as set forth on a schedule attached hereto, Entec
has no subsidiaries.

     3.6  FINANCIAL  STATEMENTS.  The  financial  statements  of Entec  shall be
audited for the past two fiscal years (the "Entec Financial Statements") for the
purpose of filing a Form 8-K/A under the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act") in order for CVSA or successor to remain  current
and  reporting  under the Exchange  Act. The Entec  Financial  Statements  shall
fairly  present the financial  condition of Entec as of the date therein and the
results  of its  operations  for the  periods  then  ended  in  conformity  with
generally accepted accounting principles consistently applied.

                                       3
<PAGE>
     3.7 NO MATERIAL CHANGES. Except as set forth on a schedule attached hereto,
there has been no  material  adverse  change  in the  business,  properties,  or
financial condition of Entec since the date of the Entec Financial Statements.

     3.8 LITIGATION.  There is no litigation or proceeding pending, or to either
Shareholder's knowledge threatened, against or relating to the Entec Shares held
by the Shareholders. Except as set forth on a schedule attached hereto, there is
not,  to the  knowledge  of either  Shareholder,  any  pending,  threatened,  or
existing litigation,  bankruptcy,  criminal,  civil, or regulatory proceeding or
investigation, threatened or contemplated against Entec.

     3.9 CONTRACTS.  Except as forth on a schedule attached hereto, Entec is not
a party to any material  contract not in the ordinary course of business that is
to be performed in whole or in part at or after the date of this Agreement other
than the agreements set forth on such schedule.

     3.10  TITLE TO ENTEC  PROPERTY.  Except  as  forth on a  schedule  attached
hereto,  Entec has good and  marketable  title to all the real property and good
and  valid  title  to  all  other  property  included  in  the  Entec  Financial
Statements.  Except as set out in the balance sheets which are part of the Entec
Financial  Statements,  the properties of Entec are not subject to any mortgage,
encumbrance,  or  lien  of  any  kind  except  minor  encumbrances  that  do not
materially interfere with the use of the property in the conduct of the business
of Entec.

     3.11 NO  VIOLATIONS.  Neither the execution and delivery of this  Agreement
nor  the  consummation  of any  of the  transactions  contemplated  hereby  will
constitute  or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which:  (a) any property of either  Shareholder is subject
or by which either  Shareholder is bound;  or (b) to which any property of Entec
is subject or by which Entec is bound.

                                   ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF CVSA

     CVSA represents and warrants that:

     4.1  CORPORATE  ORGANIZATION  AND GOOD  STANDING AND  AUTHORITY.  CVSA is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the  State of  Arizona  and is  qualified  to do  business  as a foreign
corporation  in each  jurisdiction,  if any,  in which its  property or business
requires  such  qualification.  CVSA  has  all  requisite  corporate  power  and
authority to own, operate and lease its properties,  to carry on its business as
it is now being  conducted  and to execute,  deliver,  perform and  conclude the
transactions  contemplated  by this  Agreement  and  all  other  agreements  and
instruments related to this Agreement. Execution of this Agreement has been duly
authorized and approved by CVSA's board of directors.

                                       4
<PAGE>
     4.2  CAPITALIZATION.  CVSA's  authorized  capital stock is as follows:  (a)
100,000,000 shares of no par value Common Stock; and (b) 50,000,000 shares of no
par  value  preferred  stock,  without  giving  effect  to  the  filing  of  the
Certificate of Designation pursuant to this Agreement. Immediately following the
filing  of  the  Certificate  of  Designation   with  the  Arizona   Corporation
Commission,  CVSA shall have  50,000,000  shares of duly authorized and unissued
Series A Convertible Preferred Stock. All the outstanding shares of Common Stock
are duly authorized and validly issued, fully paid and non-assessable, except as
set forth on a schedule attached hereto.

     4.3  SUBSIDIARIES.   CVSA  has  no  wholly  owned  active  and/or  inactive
subsidiaries.

     4.4 FINANCIAL  STATEMENTS.  CVSA's annual financial  statements dated as of
September  30, 2003 and  September  30, 2002,  have been audited by  independent
public accountants,  and CVSA's quarterly  financial  statements for the periods
ended December 31, 2003, June 30, 2003, March 31, 2003,  December 31, 2002, June
30,  3002,  and  March  31,  2002  have  been  reviewed  by  independent  public
accountants  (collectively,  the "CVSA Financial  Statements"),  copies of which
will  have  been  delivered  by CVSA to Entec  prior to the  Closing,  have been
prepared  according the  requirements  of Regulation S-X promulgated by the U.S.
Securities and Exchange  Commission,  and fairly present the financial condition
of CVSA as of the  dates  therein  and the  results  of its  operations  for the
periods then ended in conformity with generally accepted  accounting  principles
consistently applied. The CVSA Financial Statements fairly present the financial
condition of CVSA as of the date therein and the results of its  operations  for
the  periods  then  ended  in  conformity  with  generally  accepted  accounting
principles consistently applied.

     4.5 NO MATERIAL CHANGES. Except as set forth on a schedule attached hereto,
there has been no  material  adverse  change  in the  business,  properties,  or
financial condition of CVSA since the date of the CVSA Financial Statements.

     4.6 LITIGATION. Except as set forth on a schedule attached hereto, there is
not, to the knowledge of CVSA, any pending,  threatened, or existing litigation,
bankruptcy,   criminal,   civil,  or  regulatory  proceeding  or  investigation,
threatened or contemplated against CVSA.

     4.7 CONTRACTS.  Except as set forth on a schedule attached hereto,  CVSA is
not a party to any material contract not in the ordinary course of business that
is to be performed  in whole or in part at or after the date of this  Agreement,
other than as provided under this Agreement.

     4.8 TITLE. Except as set forth on a schedule attached hereto, CVSA has good
and  marketable  title to all the real  property and good and valid title to all
other property included in the CVSA Financial  Statements.  Except as set out in

                                       5
<PAGE>
the  balance  sheet  thereof,  the  properties  of CVSA are not  subject  to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
of CVSA.

     4.9 NO VIOLATION.  The Closing will not constitute or result in a breach or
default under any provision of any charter, bylaw, indenture,  mortgage,  lease,
or agreement,  or any order,  judgment,  decree, law, or regulation to which any
property of CVSA is subject or by which CVSA is bound.

                                   ARTICLE 5

                           CONDUCT PENDING THE CLOSING

     CVSA and the Shareholders  covenant that between the date of this Agreement
and the Closing as to each of them:

     5.1 No change  will be made in the  charter  documents,  by-laws,  or other
corporate documents of Entec.

     5.2 Shareholders will use their best efforts to cause Entec to maintain and
preserve its business organization,  employee relationships, and goodwill intact
and will not permit  Entec to enter into any material  commitment  except in the
ordinary course of business.

     5.3 No change  will be made in the  charter  documents,  by-laws,  or other
corporate  documents  of CVSA,  other than as  expressly  agreed by the  parties
hereto in writing or to effect the terms of this Agreement,  including,  without
limitation,  the  filing of the  Certificate  of  Designation  with the  Arizona
Corporation Commission.

     5.4 CVSA will use its best efforts to file the  Certificate  of Designation
with the Arizona Corporation Commission at or before Closing.

     5.5 CVSA will use its best  efforts to maintain  and  preserve its business
organization  and will not  enter  into any  material  commitment  except in the
ordinary course of business.

     5.6 Neither Shareholder will sell, transfer, assign, hypothecate,  lien, or
otherwise  dispose  or  encumber  any or all of the Entec  Shares  owned by such
Shareholder.

                                   ARTICLE 6

             CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS

     The Shareholders' obligation to consummate the Exchange shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by the Shareholders as appropriate:

                                       6
<PAGE>
     6.1  CVSA'S   REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties  of CVSA set forth herein shall be true and correct at the Closing as
though  made  at and  as of  that  date,  except  as  affected  by  transactions
contemplated hereby.

     6.2 BOARD OF DIRECTOR APPROVAL.  This Agreement shall have been approved by
the board of directors of CVSA.

     6.3  SUPPORTING  DOCUMENTS  OF  CVSA.  CVSA  shall  have  delivered  to the
Shareholders  supporting documents in form and substance reasonably satisfactory
to the Shareholders, including:

          (a) Secretary's  certificate  stating that CVSA has authorized capital
stock is as set forth herein;

          (b) Certified  copies of the  resolutions of the board of directors of
CVSA  authorizing  the execution of this Agreement and the  consummation  of the
transactions contemplated herein;

          (c) Evidence of the filing of the  Certificate  of Designation by CVSA
with the Arizona Corporation Commission;

          (d)  Secretary's   certificate  of  incumbency  of  the  officers  and
directors of CVSA; and

          (e) Any document as may be specified herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.

                                   ARTICLE 7

                   CONDITIONS PRECEDENT TO OBLIGATION OF CVSA

     CVSA's   obligation  to  consummate   the  Exchange  shall  be  subject  to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by CVSA:

     7.1 SHAREHOLDERS'  REPRESENTATIONS AND WARRANTIES.  The representations and
warranties of the Shareholders set forth herein shall be true and correct at the
Closing  as  though  made  at  and  as of  that  date,  except  as  affected  by
transactions contemplated hereby.

     7.2  ENTEC'S  REPRESENTATIONS  AND  WARRANTIES.   The  representations  and
warranties of Entec set forth herein shall be true and correct at the Closing as
though  made  at and  as of  that  date,  except  as  affected  by  transactions
contemplated hereby.

     7.3 BOARD OF DIRECTOR APPROVAL.  This Agreement shall have been approved by
the board of directors of Entec.

                                       7
<PAGE>
     7.4  SUPPORTING  DOCUMENTS  OF ENTEC.  Entec shall have  delivered  to CVSA
supporting  documents in form and  substance  reasonably  satisfactory  to CVSA,
including:

         (a) A good  standing  certificate  from the  Secretary  of State of the
State of Delaware  stating that Entec is a corporation  duly organized,  validly
existing, and in good standing;

         (b) Secretary's  certificate  stating that Entec has authorized capital
stock is as set forth herein;

         (c) Certified  copies of the  resolutions  of the board of directors of
Entec authorizing the execution of this Agreement and the consummation hereof;

         (d) Secretary's certificate of incumbency of the officers and directors
of Entec; and

         (e) Any document as may be specified  herein or required to satisfy the
conditions, representations and warranties enumerated elsewhere herein.

                                   ARTICLE 8

                                   TERMINATION

     This Agreement may be terminated:  (a) by written  consent of each party to
this  Agreement;   (b)  by  the  Shareholders  if  there  has  been  a  material
misrepresentation  or  material  breach of any  warranty  or  covenant  by CVSA,
including, without limitation, that CVSA satisfy its obligations to deliver CVSA
Financial Statements as required under this Agreement;  (c) by CVSA if there has
been a material misrepresentation or material breach of any warranty or covenant
by either  Shareholder,  including,  without  limitation,  that the Shareholders
satisfy their  obligation to deliver the Entec Financial  Statements as required
under this  Agreement;  or (d) by the  Shareholders or CVSA if the Closing shall
not have taken place within sixty (60) days  following  the filing of a Form 8-K
Current  Report by Entec under the Exchange Act  reporting the execution of this
Agreement,  unless adjourned to a later date by written consent of each party to
this Agreement.

                                   ARTICLE 9

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     The  representations  and warranties of the Shareholders and CVSA set forth
herein shall survive the Closing.

                                       8
<PAGE>
                                   ARTICLE 10

                                   ARBITRATION

     10.1 SCOPE.  The parties to this  Agreement  hereby  agree that any and all
claims under the terms of this Agreement will be resolved by arbitration  before
the American  Arbitration  Association  within the County of Maricopa,  State of
Arizona.

     10.2  CONSENT TO  JURISDICTION,  SITUS AND  JUDGMENT.  The  parties  hereby
irrevocably consent to the jurisdiction of the American Arbitration  Association
and the situs of the  arbitration  (and any  requests  for  injunctive  or other
equitable relief) shall rest in the courts of Maricopa Count, Arizona. Any award
in  arbitration  may  be  entered  in  any  domestic  or  foreign  court  having
jurisdiction over the enforcement of such awards.

     10.3  APPLICABLE  LAW.  The law  applicable  to the  arbitration  and  this
Agreement  shall be that of the State of Arizona,  determined  without regard to
its provisions which would otherwise apply to a question of conflict of laws.

     10.4 DISCLOSURE AND DISCOVERY. The arbitrator may, in its discretion, allow
the parties to make reasonable disclosure and discovery in regard to any matters
which are the  subject of the  arbitration  and to compel  compliance  with such
disclosure and discovery  order.  The arbitrator may order the parties to comply
with all or any of the disclosure and discovery  provisions of the Federal Rules
of Civil  Procedure,  as they then exist,  as may be modified by the  arbitrator
consistent  with the desire to simplify  the conduct and minimize the expense of
the arbitration.

     10.5  RULES OF LAW.  Regardless  of any  practices  of  arbitration  to the
contrary,  the arbitrator  will apply the rules of contract and other law of the
jurisdiction  whose law applies to the  arbitration  so that the decision of the
arbitrator  will be, as much as  possible,  the same as if the  dispute had been
determined by a court of competent jurisdiction.

     10.6 FINALITY AND FEES.  Any award or decision by the American  Arbitration
Association shall be final,  binding and  non-appealable  except as to errors of
law or the failure of the  arbitrator  to adhere to the  arbitration  provisions
contained in this  Agreement.  Each party to the  arbitration  shall pay its own
costs  and  counsel  fees  except as  specifically  provided  otherwise  in this
Agreement.

     10.7 MEASURE OF DAMAGES.  In any adverse  action,  the parties hereto shall
restrict themselves to claims for compensatory  damages and\or securities issued
or to be issued and no claims shall be made by any party or  affiliate  for lost
profits, punitive or multiple damages.

     10.8  COVENANT  NOT TO SUE.  The  parties  hereto  covenant  that  under no
conditions  will any party or any  affiliate  file any action  against the other
(except only  requests for  injunctive or other  equitable  relief) in any forum
other than before the American  Arbitration  Association,  and the parties agree
that any such action, if filed, shall be dismissed upon application and shall be
referred  for  arbitration  hereunder  with  costs  and  attorney's  fees to the
prevailing party.

                                       9
<PAGE>
     10.9  INTENTION.  It is the  intention  of the  parties  hereto  and  their
affiliates that all disputes of any nature between them, whenever arising, under
this Agreement based on whatever law, rule or regulation,  whether  statutory or
common law, and however  characterized,  be decided by  arbitration  as provided
herein and that no party or affiliate be required to litigate in any other forum
any disputes or other  matters  except for requests for  injunctive or equitable
relief, or rights of affiliates of the Shareholders under a separate  securities
compliance services agreement or a secured note and pledge agreement executed in
connection with the securities compliance services agreement.

     10.10  SURVIVAL.  The provisions  for  arbitration  contained  herein shall
survive the termination of this Agreement for any reason.

                                   ARTICLE 11

                               GENERAL PROVISIONS

     11.1 FURTHER ASSURANCES.  From time to time, each party hereto will execute
such additional  instruments and take such actions as may be reasonably required
to carry out the intent and purposes of this Agreement.

     11.2 WAIVER. Any failure on the part of any party hereto to comply with any
of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.

     11.3 BROKERS.  CVSA agrees to indemnify and hold harmless the  Shareholders
against any fee,  loss,  or expense  arising out of claims by brokers or finders
employed or alleged to have been  employed by CVSA.  The  Shareholders  agree to
indemnify and hold harmless CVSA against any fee,  loss, or expense  arising out
of claims by brokers or finders  employed  or alleged to have been  employed  by
either Shareholder.

     11.4 NOTICES.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid  first-class  certified mail,  return receipt  requested,  or recognized
commercial courier service, as follows:

          If to CVSA:

          Creative Vistas, Inc.
          4909 East McDowell Road, Suite 100,
          Phoenix, Arizona 85008
          Attn:  Rudy R. Miller

          If to the Shareholders:

          Entec Software, Inc.
          610 SW Broadway Blvd, Suite 405,
          Portland, OR 97205
          Attn:  Michael Nguyen

                                       10
<PAGE>
     11.5 GOVERNING  LAW. This Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Arizona.

     11.6  ASSIGNMENT.  This  Agreement  shall  inure to the  benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any  assignment  by any party of its rights under this  Agreement
without the written consent of the other parties shall be void.

     11.7 COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together  shall  constitute  one and the  same  instrument.  Signatures  sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

     11.8 REVIEW OF AGREEMENT.  Each party hereto  acknowledges  that it has had
time to review this  Agreement  and, as desired,  consult with  counsel.  In the
interpretation of this Agreement,  no adverse  presumption shall be made against
any party on the basis that it has prepared,  or participated in the preparation
of, this Agreement.

     11.9 SCHEDULES. All schedules attached hereto shall be acknowledged by each
party by signature or initials thereon and shall be dated.



                           [SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>
IN WITNESS WHEREOF,  THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DATE
FIRST ABOVE WRITTEN.



CREATIVE VISTAS, INC.


By: /s/ Rudy R. Miller
   -----------------------------
   Rudy R. Miller, President and Chief Executive Officer



MICHAEL NGUYEN



By: /s/ Michael Nguyen
   -----------------------------




NETTEL HOLDINGS, INC.



By: /s/ Michael Nguyen
   -----------------------------

                                       12
<PAGE>
                                    EXHIBIT A

                         SHAREHOLDERS OF ENTEC SOFTWARE, INC.

<TABLE>
<CAPTION>
                                                                          Number of Shares of CVSA
                         Number of Entec Shares    Number of Shares of     Series A Convertible
                            Owned and to be         CVSA Common Stock         Preferred Stock
Name of Shareholder:         Surrendered:             to be Issued:            to be Issued:
--------------------         ------------             -------------            -------------
<S>                             <C>                    <C>                       <C>
Nettel Holdings, Inc.           600,000                29,400,000                30,000,000

Michael Nguyen                  400,000                19,600,000                20,000,000

      TOTAL:                  1,000,000                49,000,000                50,000,000
</TABLE>

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<PAGE>
                                    EXHIBIT B

               CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE

                    PREFERRED STOCK OF CREATIVE VISTAS, INC.



                                       14