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EXHIBIT 10.4
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (the "Agreement") is made and entered
into, effective as of the 23rd of April, 1996 (the "Effective Date") by and
between VISTA TECHNOLOGIES INC, a Nevada corporation ("Vista" ), and VISTA LASER
CENTERS OF THE PACIFIC, INC., a Nevada corporation ("Pacific").
RECITALS
WHEREAS, Vista desires to acquire capital stock shares of Pacific; and
WHEREAS, Pacific desires to acquire capital stock shares of Vista; and
WHEREAS, the parties have had several discussions regarding different
classes of shares and exchange rates.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties agree as
follows:
1. Vista shall issue 500,000 shares of its common stock (the "Vista Shares") to
Pacific and Pacific shall issue 500,000 of its Series B Preferred Stock to
Vista.
2. The exchange of securities described herein is made pursuant to Section 4(2)
of the Securities Act of 1933 (the "Act") and is made by distributions of
securities not involving a public offering. Vista and Pacific hereby represent
to each other that they are purchasing the respective shares for investment, for
their own account, and not with a view towards distribution.
3. The Vista Shares and the Pacific Shares are "restricted securities" as
defined in Rule 144 promulgated under the Act by the Securities and Exchange
Commission (the "SEC") and , therefore, Vista and Pacific hereby agree to hold
the respective shares for a period of at least two (2) years.
4. The Vista Shares and the Pacific Shares may not be resold by the respective
party unless registered or an exemption from registration exists, which
exemption shall be demonstrated by a legal opinion from an attorney satisfactory
to the issuer of such shares. The parties hereby agree that Regulation S of the
SEC shall not be deemed to be a valid exemption from registration.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
VISTA TECHNOLOGIES INC.
By:_______________________________________
Xxxxxx X. Xxxxxxx, President
VISTA LASER CENTERS OF THE PACIFIC, INC.
By:_______________________________________
J. Xxxxxx Xxxxxxx, Chairman
