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                              EXHIBIT 99.1

CAUTIONARY FACTORS RELEVANT TO FORWARD-LOOKING INFORMATION

      Vista Technologies Inc. (the "Company" or "Vista") wishes to caution
readers that the following important factors, among others, in the future
could cause actual results and needs of the Company to vary materially from
forward-looking statements made from time to time by the Company on the basis
of management's then-current expectations.  The laser vision correction
("LVC") equipment access and service business in which the Company and its
subsidiaries and corporate affiliates are engaged is a recent industry with
rapidly changing and competitive markets and involves a high degree of risk,
and accuracy with respect to forward-looking projections is difficult.  Unless
the context clearly indicates otherwise, references to "Vista" or the
"Company" herein refer collectively to Vista Technologies Inc., its
consolidated subsidiaries and Regional Joint Ventures and any other corporate
affiliates in which Vista has an interest.

      LIMITED OPERATING HISTORY; OPERATING LOSSES AND ACCUMULATED DEFICIT. 
The Company was initially organized in June 1992, did not commence operations
until March 31, 1994 and is in the early stage of expanding its business.  As
of September 30, 1996, Vista has an accumulated deficit of $17,588,888 and net
losses of $2,341,000 for the six months ended September 30, 1996, $3,815,000
for the fiscal year ended March 31, 1996 and $11,420,000 for the fiscal year
ended March 31, 1995.  The Company therefore has a limited operating history
from which to forecast future business operations.  The Company will be
subject to numerous risks incident to the creation of a business in a
relatively new industry with a limited history of operations.  Prospective
investors should consider the frequency with which newly developed businesses
encounter unforeseen expenses, difficulties, complications and delays, and
other factors such as the possibility of competition with larger companies. 
As examples, Vista may experience unanticipated delays in its planned
expansion of LVC Services through Regional Joint Ventures in North America,
there can be no prediction as to the amount of revenues the Company's European
subsidiaries and Regional Joint Venture enterprises will generate from new
locations and whether such revenues will be sufficient to provide positive
cash flows, and it may be difficult or impossible to obtain additional
financing if required for the Company's business.  There can be no assurance
that the Company will become profitable or that profitability, if ever
attained, will be sustained.
 
      NO ASSURANCE OF MARKET ACCEPTANCE.  The Company's operating subsidiaries
and Regional Joint Ventures provide access to excimer laser vision correction
("LVC") equipment and related support services, and therefore rely upon
physician use of recently developed LVC technology and procedures, such as
photorefractive keratectomy ("PRK") and laser assisted in situ keratomileusis
("LASIK").   These procedures for refractive surgery are relatively new
technological innovations subject to governmental regulation.  There can be no
assurance that the general public will accept laser surgery as a broadly
accepted treatment for refractive disorders or that vision care professionals
will require and contract for use of LVC equipment and services on an ongoing
basis.  The Company believes that its profitability and growth will depend on
broad market acceptance of LVC procedures in Europe, the United States and
Canada by the general public as well as by health care professionals in the
ophthalmic community.  Market acceptance of new methodology requires
substantial time and effort and is subject to various risks.  The acceptance
of LVC procedures for treatment of refractive disorders may be adversely
affected by their cost, concerns relating to safety and efficacy, general
resistance to surgery, the effectiveness of alternative methods of correcting
refractive vision disorders, the lack of long-term follow-up data, the
possibility of unknown side effects and the lack of third-party reimbursement
for the cost of LVC refractive procedures.  Many consumers may choose not to
undergo LVC surgery due to the availability of conventional and cheaper
methods of vision correction such as eyeglass and contact lenses.

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      Any future reported adverse effects or other unfavorable publicity
involving patient outcomes from LVC procedures could also adversely affect
Vista's business.  Market acceptance could also be affected by the ability of
Vista and other participants in the market to train a broad population of
ophthalmologists in the procedure.  Promotional efforts by suppliers of
products or procedures which are alternatives to LVC procedures, including
eyeglasses and contact lenses, may also adversely affect market acceptance. 
There can be no assurance there will be significant public acceptance of LVC
technologies, and demand for the Company's LVC equipment and services would be
adversely affected if broad market acceptance of such procedures is not
attained.

      NEED FOR ADDITIONAL FINANCING.  The Company anticipates it will be
required to seek substantial additional financing in the future to finance
continued growth of its laser vision correction center network and that
purchase money equipment financing and/or leasing arrangements will be
utilized to the extent feasible to leverage the amount of equipment available
for planned expansion by the Company and its corporate affiliates.  Vista's
actual future capital requirements will depend on numerous factors, including,
but not limited to, the Company's progress in acquiring additional laser
equipment and facilities for LVC centers, its ability to establish additional
affiliations with vision care professionals, the availability, amount and
terms of additional equipment lease and/or installment purchase financing,
competing technological and market developments, and the cost of marketing and
advertising programs.  The Company has no firm commitments to obtain
additional funds and there can be no assurance it will be successful in its
efforts to obtain additional financing.

      Because of the Company's potential long-term capital requirements, it
also may undertake additional equity offerings whenever conditions are
favorable, even if it does not have an immediate need for additional capital
at that time.  There can be no assurance that the Company will be able to
obtain additional funding when needed, or that such funding, if available,
will be obtainable on reasonable terms.  Any such additional funding may
result in significant dilution to existing stockholders.  If adequate funds
are not available, the Company may be required to accept unfavorable
alternatives, including (i) the delay, reduction or elimination of its
expansion, capital expenditures, marketing and advertising and other operating
expenses, or (ii) arrangements with collaborative partners that may require
the Company to relinquish material interests in its operating subsidiaries
that it would not otherwise relinquish.

      DEPENDENCE ON MEDICAL PROFESSIONALS.  Applicable laws in Europe, Canada
and the United States prevent a corporation (other than a professional medical
corporation) from providing medical and health care services to patients. The
Company's operating subsidiaries and Regional Joint Ventures conduct their
business by offering LVC equipment for use by licensed professionals and
providing billing, accounting, administrative, marketing and management
services to independent vision care professionals who provide refractive eye
care.  The ability to realize revenues from independent professionals will be
significantly dependent upon the ability of Vista and its corporate affiliates
to attract the use of equipment and LVC Services by ophthalmologists and
optometrists and on the performance of those professionals.  In addition, the
amount of revenues to be received by the Company's operating subsidiaries and
Regional Joint Ventures will be dependent upon the amount of the gross
procedure fee charged by professionals to their patients, and the amount of
such fees are established by the professionals and not by the Company.  There
can be no assurance that additional professionals will require and contract
for Vista's LVC services, and even those professionals that do contract with
the Company's operating subsidiaries and Regional Joint Ventures cannot be
required to use Vista's services for their LVC practice on an exclusive or any
other basis.

      CONFLICTS OF INTEREST WITH AFFILIATES.  The Company currently operates
six LVC surgical centers in Italy and Sweden and to date has formed or is in
the process of forming six Regional Joint Ventures, all in various initial

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stages of development, to acquire, manage and administer LVC equipment and
support services under the "Vista Laser Centers" service mark in different
designated geographic areas of North America.  Dr. Donald G. Johnson, in
addition to serving as Chairman of the Board and a director of Vista, is
primarily engaged as a practicing physician with and serves as Chairman of the
Board and Chief Executive Officer of London Place Eye Centre, Inc., a Canadian
corporation that Vista proposes to acquire.  Dr. J. Charles Casebeer, a
director and professional consultant to the Company, primarily serves as a
practicing physician associated with and Chairman of the Board of Vista Laser
Centers of the Southwest, Inc., based in Scottsdale, Arizona.  These
individuals and other directors of the Company may also serve from time to
time as directors and/or officers for other Regional Joint Ventures organized
and sponsored by the Company.

      Persons serving as consultants to, or directors of, the Company who also
serve as consultants, directors and/or officers of Regional Joint Ventures
sponsored by Vista may have a conflict of interest in that their time and
resources may be devoted to activities other than the business of the Company
or because the compensation payable to them from, or equity interests in,
other business activities in certain instances may be greater than their
compensation from and equity interests in the Company.
 
      DEPENDENCE ON MANAGEMENT.  The success of the Company will be
substantially dependent on the services of its officers, directors and
professional consultants who have experience in providing access to physicians
for refractive surgical laser equipment and the management of surgical
outpatient facilities.  The Company is dependent in particular upon the
services of Dr. Donald G. Johnson, its Chairman and Chief Executive officer,
and Dr. J. Charles Casebeer, a Vista director, who have prior experience in
managing ophthalmology outpatient clinics specializing in LVC refractive
surgery, and on the services of Thomas A. Schultz, the Company's President and
Chief Executive Officer.  The Company's operations therefore are dependent
upon a limited number of key employees and consultants and the loss of the
services of these or other key personnel could have a material adverse effect
upon the Company.  The Company does not maintain key man insurance on the
lives of its executive officers and key professional consultants.
 
      COMPETITION.  The refractive eye care business generally and the market
for corrective LVC procedures, for which the Company provides equipment and
support services, are characterized by intense competition and technological
innovation.  Most of the companies engaged in these businesses have
substantially greater financial resources, personnel, marketing experience and
other capabilities than are currently available to Vista and its corporate
affiliates.  Competition for providing access to PRK equipment and support
services has intensified as a result of recent U.S. Food and Drug
Administration ("FDA") premarket approvals for U.S. commercial use of certain
PRK laser equipment systems for treatment of the vast majority of nearsighted
refractive disorders.

      The Company competes with several other companies, including at least
one manufacturer of laser equipment (Summit), in providing access to excimer
lasers in the United States and internationally.  Non-manufacturing companies
which have indicated they intend to operate or already operate laser centers
in the United States include, among others:  Beacon Laser Centers, Inc., Laser
Vision Centers, Inc., Global Vision, Inc., LCA Vision, Inc., Sight Resources,
Inc., Sterling Vision, Inc., 20/20 Laser Centers, Inc. and TrueVision Laser
Centers, Inc.  The Company will also compete with laser centers operated in
certain markets by local hospitals and ophthalmic groups.  There can be no
assurance that any reduction in per procedure fees that may result from
increased competition will be compensated for by an increase in procedure
volume.

      LVC procedures also compete with other present forms of treatment for
refractive disorders, including eyeglasses, contact lenses, refractive
surgery, corneal transplants and other technologies currently under
development.  Eyeglasses and contact lenses, as well as manual refractive

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surgical alternatives to LVC procedures such as radial keratotomy ("RK"), are
expected to remain competitive in the market for refractive eye care primarily
due to cost considerations.  Vista expects that companies which have developed
or are developing new technologies or products, as well as other companies
(including established and newly formed companies) may attempt to develop new
products directly competitive with excimer lasers utilized by the Company or
could introduce new or enhanced products with features which may render the
Company's equipment obsolete or less marketable.  The ability of Vista to
compete successfully will depend in large part on its ability to adapt to
technological changes and advances in the treatment of refractive vision
disorders.  There can be no assurance that, as the market for excimer laser
surgery and other treatments of eye disorders develops, Vista's equipment will
not become obsolete, and if this occurs, that the Company will be able to
secure new equipment to allow it to compete effectively.

      LIMITED PERSONNEL AND DEPENDENCE ON CONTRACTORS; ABILITY TO MANAGE
GROWTH.   The Company's corporate operations employ the services of nine
employees and consultants, including four on a full time basis and five on a
part-time basis, all of which are involved in management, administrative or
accounting functions.  The Company's operating subsidiaries and Regional Joint
Ventures employ additional personnel.   With these exceptions, the Company
relies, and for the foreseeable future will rely, on independent advisors and
consultants to provide certain services to the Company.  There can be no
assurance that such services will continue to be available to Vista on a
timely basis when needed, or that the Company could find qualified
replacements.

      The Company's revenues have increased in each of the last two fiscal
years and are expected to increase in the current fiscal year and periods
thereafter as a result of both internal growth and plans for rapid expansion. 
While the Company has increased expense levels to support its expected growth,
there can be no assurance that revenue growth will be sustained.  To
accommodate future growth, the Company will need to implement a variety of new
or expanded business and financial systems, procedures and controls, including
the improvement of its marketing and other internal management, administrative
and accounting systems.  There can be no assurance that the implementation of
such systems, procedures and controls can be completed successfully, or
without disruption of the Company's operations.  Continued expansion by Vista
could significantly strain the Company's management, financial and other
resources.   There can be no assurance that the Company's systems, procedures,
controls and staffing will be adequate to support its future operations. 
Failure to manage growth effectively could have a material adverse effect on
the Company.

      POSSIBLE LIABILITY FOR PERSONAL INJURY AND LACK OF LIABILITY INSURANCE. 
Use of excimer laser equipment and facilities for LVC vision care may give
rise to claims against Vista or one or more of its corporate affiliates by
persons alleging injury as a result of the procedures performed.  The Company
maintains general liability insurance, but primarily relies and intends to
continue to rely on physicians' professional liability insurance policies and
manufacturers' insurance policies for product liability coverage.  There can
be no assurance, however, that physician users or equipment manufacturers will
carry liability sufficient insurance or that the Company would prevail if it
were required to assert such claims.  Partially or uninsured successful claims
against the Company could have a material adverse effect on the Company's
business, financial condition and results of operations.
 
      RISKS OF FAILURE TO COMPLY WITH OR CHANGE IN GOVERNMENTAL REGULATION.
The Company's business is and will continue to be subject to extensive
regulation, in Europe, Canada and in the United States at the federal,
provincial, state and local levels, affecting the health care industry and the
delivery of health care.  These regulations include laws and regulations
prohibiting the practice of medicine and optometry by persons not licensed to
practice medicine or optometry, prohibiting the unlawful rebate or unlawful
division of fees and limiting the manner in which prospective patients may be
solicited.  Other regulatory requirements, such as regulations concerning the

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use of excimer laser systems, also apply to the Company's business.  In
addition, there can be no assurance that future changes in laws and
regulations or the interpretation thereof will not adversely affect the
Company's operations.
 
      ABSENCE OF GOVERNMENTAL APPROVAL IN THE UNITED STATES FOR CERTAIN LVC
PROCEDURES.  The Company is uncertain whether certain LVC procedures for which
it does own and will own equipment in Canada and Europe may ever be utilized
commercially in the United States.  In the United States, Vista's plan is to
acquire equipment that has received premarket approval from the FDA for
commercial use of PRK procedures applicable to the vast majority of myopia
cases and PTK procedures.  Equipment for certain other LVC procedures, such as
TMM PRK or LASIK procedures to treat hyperopia, astigmatism or extreme myopia,
have not received FDA premarket approval, nor has the FDA established
standards for clinical testing of equipment for many of these other LVC
procedures. Notwithstanding that fact, the Company has been advised that
certain physicians in the United States use excimer lasers to perform LASIK
Procedures.  The FDA advised U.S. eye care professionals in May 1996 that
LASIK and bilateral surgery (treatment of both eyes at the same time) are
outside the scope of currently FDA approved labeling for excimer lasers.
Although the FDA noted that physician discussions with patients, and physician
decisions to conduct either of those procedures, are considered the practice
of medicine, the FDA cautioned that it expects health care practitioners and
others will advertise and promote the use of FDA approved lasers in the U.S.
only within the scope of their currently FDA approved use.  Nevertheless,
there can be no assurance that the use of excimer lasers to perform LVC
procedures other than PRK and PTK will ultimately be found to be effective or
safe by the FDA or that the FDA will not modify or withdraw its pre-market
approval of PRK equipment, in which event the Company's markets in the United
States may be adversely affected.
 
      LACK OF LONG-TERM FOLLOW-UP DATA; POSSIBLE FUTURE CONCERNS AS TO SAFETY
AND EFFICACY OF LVC TREATMENT.  LVC procedures have been used in clinical
trials and commercially in various parts of the world only since 1989, and
accordingly there has been limited experience in assessing their long-term
effects.  Concerns with respect to the safety and efficacy of refractive laser
procedures such as PRK and LASIK include predictability and stability of
results.  Potential complications and side effects include post-operative
pain, corneal haze during healing (an increase in the light scattering
properties of the cornea),  glare/halos (undesirable visual sensations
produced by bright lights), decreases in contrast sensitivity, temporary
increases in intraocular pressure in reaction to procedure medication, modest
fluctuations in refractive capabilities during healing, modest decreases in
best corrected vision (i.e., with corrective lenses), unintended
undercorrection of overcorrection, refractive corneal scars, or reversion or
regression of effect.  There can be no assurance that additional complications
will not be identified in the future that may materially and adversely affect
the safety and efficacy of LVC procedures for performing refractive surgery,
and which would negatively affect market acceptance of such procedures and/or
lead to adverse regulatory action or product liability or other claims, any of
which could have a material adverse effect on the Company's business,
financial condition, prospects and results of operations.
 
      RELIANCE ON SUPPLIERS OF LASER EQUIPMENT.  The Company is not involved
in the research, development or manufacture of laser equipment and will be
dependent upon unrelated third-party manufacturers or distributors for supply
and service of LVC equipment required for providing access to LVC Services.
Vista believes that two companies in the U.S., Summit Technology, Inc.
("Summit"), a competitor, and VISX, Incorporated ("VISX"), account for
approximately 70% of the excimer lasers for refractive surgery that have been
installed to date.  Nidek Co., Ltd. of Japan is also believed to be a
significant factor outside of the U.S.  At present, Summit has entered the
market for providing excimer laser service facilities and may compete with
Vista, either directly or indirectly.


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      VISX and Summit are currently the only manufacturers of excimer lasers
that have FDA approval to sell excimer lasers in the U.S. for commercial use
in performing LVC procedures.  There can be no assurance that VISX and Summit
will supply lasers in the amounts or at the times needed by the Company in the
future or that other disruptions in supply will not occur.  Summit and VISX
currently require license, royalty or other fees for the purchase and use of
their excimer laser systems that may place users of such equipment at a
competitive cost disadvantage.  If the Company is unable to obtain agreements
on acceptable terms for the supply and/or service of laser systems, it could
incur delays and its planned business expansion in the U.S. may be adversely
affected.   The Company's ability to offer LVC equipment and services at
additional locations for future expansion, and the timing thereof, will be
dependent upon the availability of equipment from suppliers with equipment
approved for commercial use in the U.S. and the availability, if any, of
financing programs to acquire equipment on a lease or installment purchase
basis.

      RISK OF FUTURE TECHNOLOGICAL CHANGE.  Refractive eye care in general and
the development of LVC procedures in particular have undergone and may be
expected to continue to experience technological change.  There can be no
assurance that future technological innovations and developments will not
render the Company's equipment uneconomical or obsolete or that the Company
will not be adversely affected by competition or future technological
developments.
 
      NO THIRD-PARTY REIMBURSEMENT.  At present, third party reimbursement
through health insurance or other third-party reimbursement programs generally
is not available for PRK and other LVC refractive surgical procedures.  The
Company does not anticipate that third-party reimbursement for LVC procedures
will be available in the foreseeable future, and this factor may restrict the
market for LVC patients and related LVC services offered by Vista.
 
      VOLATILITY OF SECURITIES PRICES; LOW TRADING VOLUME.  The public market
for equity securities of high technology and medical companies, including
securities of companies engaged in providing LVC equipment and/or services,
has been volatile.   Factors such as quarterly variations in operating
results, trading volume, general market trends, announcements of technological
innovations or new commercial products, announcements by competitors.
governmental regulation and approvals, public or regulatory agency concerns as
to the safety of LVC procedures and general market conditions may have a
significant effect on the market price of the Company's common stock and its
other equity securities.  In addition, in general, the Company's common stock
has been thinly traded, which may affect the ability of Vista s stockholders
to sell shares of its common stock in the public market.  There can be no
assurance that a more active trading market will develop in the future.
 
      FOREIGN CURRENCY FLUCTUATIONS.  The Company's European operating
subsidiaries in Italy and Sweden and certain Regional Joint Ventures with
operations in Canada currently represent a significant portion of Vista's
revenues and expenses that are collected and paid in foreign currencies.  The
Company publishes its consolidated financial statements in U.S. dollars after
translating transactions in foreign currencies into U.S. dollars.  In periods
when the U.S. dollar depreciates against the relevant foreign currencies,
reported earnings attributable to transactions in foreign currencies may be
materially enhanced.  In periods when the U.S. dollar appreciates against the
relevant foreign currencies, however, reported earnings attributable to
transactions in foreign currencies may be materially reduced.  Fluctuations in
the exchange rate between foreign currencies and the U.S. dollar may also
affect the book value of the Company's assets and the amount of its
stockholders' equity.

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