Atlantic Central Enterprises Ltd Watch

from 10KSB 1 page Promissory Note to Casebeer Eye Centers, Inc.

from 10KSB ~5 pages Exchange Agreement With Vista Laser Centers of the Southwest

from 10KSB ~20 pages Material contract

from 10KSB 1 page Assignment of Office Lease This Assignment of Office Lease (Assignment) Is Entered Into This January 31 Day of 1996, by and Between Evergreen Trust D.B.A. Evergreen Corporate Center (Landlord), Northern Arizona Eye Clinic, (Tenant) and Vista Laser Centers of the Southwest, Inc. (Assignee). Recitals A.) on or About December 28, 1992, Landlord and Tenant Entered Into That Certain Lease Agreement (Lease) Pertaining to the Lease of Suite 100 (Premises), Evergreen Corporate Center, 15100 N. 78th Way, Scottsdale, Az. 85260 B.) the Parties Wish to Amend the Lease as Hereunder Provided. Agreements: 1) Landlord Here!n Consents to the Assignment of the Above Referenced Lease to Vista Laser Centers of the Southwest, Inc (Assignee). Tenant Agrees That This Assignment Shall Not Relieve Tenant of Any Responsibility for Payment or Performance of the Terms, Covenants and Conditions of the Lease in the Event of Assignee's Default on the Lease Agreement. 2) Vista Laser Centers of the Southwest, Inc Agrees to Be Fully Bound to Lessor to Perform All Covenants, Conditions and Payments in Regards to the Lease. 3) the Assignment of This Lease Shall Not Be Deemed a Consent to Any Subsequent Assignment of the Lease. Agreed: Landlord: /S/ C.N. Ray Evergreen Trust, Dba; Evergreen Corporate Center Tenant: /S/ J. Charles Casebeer Northern Arizona Eye Clinic, Inc. Assignee: /S/ J. Charles Casebeer Vista Laser Centers of the Southwest, Inc

from 10KSB ~10 pages Agreement as to Vista Laser Centers of the Northeast

from 10KSB ~10 pages Employment Agreement Between Vista and Allen J. Simon

from 10KSB ~10 pages Employment Agreement Between Vista and Thomas A. Schultz

from 10KSB 1 page Resolution Adopted by Vista Technologies Inc. Board of Directors on March 6, 1997 Authorizing Grant of Security Interest in Capital Stock of European Subsidiaries to Secure Advances From Atlantic Central Enterprises., Ltd.: Authorization for Grant of Security Interest to Atlantic Central Enterprises, Ltd. Resolved, That This Corporation Is Authorized and Empowered to Grant a Security Interest In, and to Pledge, Shares of Capital Stock Owned by This Corporation in Its European Subsidiary Corporations (To Wit, Vista Vision S.P.A., Convista Vision B.V., and Vista Vision Scandinavia A.B.), in Favor of Atlantic Central Enterprises, Ltd. for the Purpose of Securing All Past and Future Advances by Atlantic Central Enterprises, Ltd. to or for the Account of This Corporation

from 10KSB ~5 pages Vista Technologies Security Agreement for 12% Note

from 10KSB ~5 pages Vista Technologies 12% Promissory Note Due June 30, 1997

from 10KSB ~10 pages Form of Share Exchange Agreement

from 10KSB ~20 pages Agreement Between Registrant and Vista Technologies

from 10KSB ~5 pages Stock Purchase Agreement Between Registrant and Vista

from 10KSB ~5 pages Term Sheet Between Registrant and Wsm Consultants Inc.

from 10KSB 1 page Promissory Note US $138,698.00 Due on Demand for Value Received the Undersigned Promises to Pay on Demand to or to the Order of Atlantic Central Enterprises Limited ("Ace"), 41 Cedar Avenue, Hamilton, Hm12, Bermuda the Principal Amount of One Hundred and Thirty Eight Thousand Six Hundred and Ninety Eight Dollars ($138,698) in Lawful Money of the United States of America, and to Pay Interest at the Rate of Ten Percent (10%) Per Annum Calculated Annually Not in Advance, Both Before and After Default, Demand and Judgment, on the Principal Amount and Overdue Interest, if Any, From Time to Time Remaining Unpaid, Such Interest to Accrue From and Including the Date Hereof and to Be Payable Annually Commencing on the 1st Day of October, 1998. Payments Shall Be Applied Firstly in Payment of Unpaid Accrued Interest and the Balance if Any in Reduction of Principal. the Covenant to Pay Interest Shall Not Merge on the Taking of a Judgment or Judgments With Respect to Any of the Obligations Herein Stipulated For. This Note Shall Be Construed and Enforced in Accordance With, and the Rights of the Parties Shall Be Governed By, the Internal Laws of the Country of Bermuda Applicable to Contracts Made and to Be Performed Entirely Within Such Jurisdiction Without Regard to the Principles of Conflict of Law. Any Action, Suit or Proceeding in Connection With This Note May Be Brought Against Ace in a Court of Record of Bermuda, Ace Hereby Consenting and Submitting to the Non-Exclusive Jurisdiction Thereof. Service of Process May Be Made Upon Ace, by Certified or Registered Mail, at the Address First Set Forth Above, or at Such Other Address as May Be Given in Writing by Ace in the Future. the Borrower Hereby Waives Demand and Presentment for Payment, Notice of Non-Payment, Protest, Notice of Protest, Notice of Dishonor, Bringing of Suit and Diligence in Taking Any Action. Dated at This Day of , 1997. First American-Amo, Inc. Per: /S/ Jeffrey D. Dickson C/S Jeffrey Dickson, President

from 10KSB 1 page Term Sheet Between Jeffrey Dickson (J.D.) and Atlantic Central Enterprises Ltd. (Ace) (The Parties) 1) the Parties Agree That They Will Form a New Corporation to Be Called First American Amo (Fa-Amo). 2) the Business of Fa-Amo Shall Be That as Described in the Business Plan Submitted to the Ace CEO on May 21, 1997 by J.D. in Bermuda. 3) Ace Agrees to Fund Fa-Amo to the Point at Which Separate Funding Is Acquired for Fa-Amo, Which Funding Shall Be Sought Immediately. Ace Will Fund Fa-Amo Up to $450,000 Prior to Any Separate Outside Funding of Fa-Amo, and Consistent With a Detailed Business Plan Submitted to Ace by J.D. and as Periodically Revised. 4) the Initial Market Capitalization of Fa-Amo Will Be as Follows: <table> <caption> <s> <c> Shares Outstanding Ace 1,001,000 Dickson 150,000 Seidel 50,000 Grechniw 50,000 1,201,000 (Sic) =========== </Table> <page> 5) the Management Team Will Be Compensated Consistent With the Business Plan Submitted by J.D. Except That J.D. Will Be Paid $10,000 Per Month Plus an Annual Bonus Paid From a Profit Sharing Plan to Be Developed. 6) J.D. Agrees Not to Compete With Fa-Amo for a Period of One Year After Severing Employment With Fa-Amo as Long Fa-Amo Continues to Pay J.D. at the Rate of Pay Enjoyed by J.D. in the Year Prior to Severance. This Agreement Is Binding on the Parties as a Condition of Ace Moving Forward With a Plan to Fund Fa-Amo Immediately. Any Disputes Will Be Subject to Binding Arbitration Submitted to a Recognized Independent Arbitration Board in the Country of Bermuda. Agreed and Accepted Agreed and Accepted Atlantic Central Enterprises, Ltd. Jeffrey Dickson Date: Date

from 10KSB ~5 pages Form of Royalty Agreement by Vista Vision Scandinavia Ab

from 10KSB ~10 pages Vista 12% Convertible Note for $100,000 Due June 15, 1998

from 10KSB ~10 pages Vista 12% Convertible Note for $177,777 Due June 15, 1998

from 10KSB ~10 pages Form of Regulation D Subscription Agreement