ex10_3.htm


    

      Investment
Agreement

      


      Denver,
Colorado

      August 3,
2009

      


      This
document sets in place the investment agreement (“Agreement”) between Vista
International Technologies, Inc (“Vista”), a Delaware corporation, and Timothy
D. Ruddy (“Investor”), an individual and since October 2007 a member of the
Board of Directors of Vista International Technologies, Inc., who resides at
3885 Vale View Lane in Mead, Colorado 80542.

      


      1.           Vista
agrees that for all funds contributed by the Investor directly to the company,
as shown on Exhibit #1, the Investor will have the right to receive one of the
following options, at his discretion:

      


      a.)           Upon
demand of Investor, but on or after September 30, 2009, repayment of principal
and 8% simple interest, accrued from the date of investment.

      


      b.)           Upon
demand of Investor at any time, Common Shares of Vista (Ticker symbol - VVIT)
equal to the value of funds contributed (with no interest
accrued).  For the purposes of the conversion, the market value used
for the conversion will be the closing price on the national exchange for the
day the investment was made.  If no shares were traded on the day of
investment, then the most recent closing price will be used.

      


      c.)           Any
combination of   a. and b above representing the full amount of
contributed capital plus any applicable interest.

      


      2.           Vista
shall pay to the Investor 10% per annum of principal and interest due and owing
if Vista fails to pay the Investor or authorized agent within 10 days after the
payment is demanded.

      


      3.           Payments
received for application to this Agreement shall be applied in the following
order:

      


      A.)           to
the payment of late charges, if any,

      


      B.)           to
the payment of accrued interest at the rate specified in section 2, if
any,

      


      C.)           to
the payment of accrued interest specified in section 1a, if Investor chooses
option 1a for repayment

      


      D.)           reduction
of the principal amount.

      


      4.           Vista
may prepay the principal amount (with 8% simple interest) outstanding under this
Agreement with the consent of the Investor, in whole or in part, at any time
without penalty except any partial prepayment shall be applied against the
principal amount outstanding and shall not postpone the due date of any
subsequent payments or change the amount of such
payments.  Prepayments will count toward the most recently contributed
funds first, then toward older contributions, in reverse chronological
order.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      5.           Vista
and all other makers, sureties, guarantors, and endorsers hereby waive
presentment, notice of dishonor and protest, and they hereby agree to any
extensions of time of payment and partial payments before, at, or after
maturity. This Agreement shall be the joint and several obligation of Vista and
all other makers, sureties, guarantors and endorsers, and their successors and
assigns.

      


      6.           Any
notice to Vista  provided for in this Agreement  shall be in
writing and shall be given and be effective upon (1) delivery to Vista or (2)
mailing such notice by first-class U.S. mail, addressed to Vista at its address
stated below, or to such other address as Vista may designate by notice to the
Investor. Any notice to the Investor shall be in writing and shall be given and
be effective upon (1) delivery to the Investor or (2) by mailing such notice by
first-class U.S. mail, to the Investor at the address stated in the first
paragraph of this Agreement, or to such other address as the Investor may
designate by notice to Vista.

      


      7.           This
agreement shall also address the Komatsu skid steer which was leased by the
Investor for use by Vista at the tire processing plant in Hutchins,
Texas.  Any remaining payments on the lease will be considered to be
funds contributed to Vista at the terms of this agreement.  Once each
payment is made, that amount will be removed from the amount owed.

      


      It is
understood by both parties that this agreement may be subject to a vote and
approval by the board of directors.  If such a vote and approval is
required, then the agreement shall be submitted in its current form to the board
in a timely fashion.

      


      Agreed to
this 3rd day of August by:

      


      Investor:

      


      


      /s/
Timothy D. Ruddy

      Timothy
D. Ruddy

      


      Vista:

      


      


      /s/
Barry Kemble

      Barry
Kemble

      CEO

      Vista
International Technologies, Inc.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
#1

      


      Funds
contributed by Investor to Vista:

      
 

      
        	
                11/28/2008

              	
                $10,000.00

              
	
                12/05/2008

              	
                $10,000.00

              
	
                12/12/2008

              	
                $10,000.00

              
	
                12/22/2008

              	
                $10,000.00

              
	
                12/31/2008

              	
                $10,000.00

              
	
                01/15/2009

              	
                $10,500.00

              
	
                01/16/2009

              	
                $4,500.00

              
	
                01/23/2009

              	
                $8,000.00

              
	
                2/11/2009

              	
                $4,100.00

              
	
                02/18/2009

              	
                $5,000.00

              
	
                03/06/2009

              	
                $4,000.00

              
	
                03/13/2009

              	
                $15,900.00

              
	
                03/31/2009

              	
                $5,000.00

              
	
                04/09/2009

              	
                $4,100.00

              
	
                04/09/2009

              	
                $5,900.00

              
	
                04/20/2009

              	
                $4,100.00

              
	
                04/30/2009

              	
                $5,300.00

              
	
                05/14/2009

              	
                $4,000.00

              
	
                06/02/2009

              	
                $2,500.00

              
	
                06/08/2009

              	
                $7,500.00

              
	
                06/26/2009

              	
                $5,000.00

              


      

      


       

      This
exhibit may be amended as additional funds from the Investor are provided to
Vista.  These funds will be contributed under same terms listed in
this agreement.