TO:  VISTA DEVELOPMENTS LTD. ("VISTA")

FAX:  604-683-1350
      360-371-7092
      416-794-2920

FROM  HOWARD E. KERBEL
       ThermoElastic Technologies, inc.

FAX:  416-968-3424
TEL:  416-934-9998
MOB:  416-407-4925

DATE:  FEBRUARY 2, 1999

RE:  THERMOELASTIC TECHNOLOGIES, INC. ("ThermoElastic")

Dear Sirs:

Further to our meeting on January 15, 1999, we wish to confirm that
ThermoElastic and Vista have agreed the following terms with respect to
the retaining of the consulting services of Vista by ThermoElastic in
connection with the promotion, marketing and sales of ThermoElastic and
its Bitem product line:

1.  Vista will prepare and submit for the consideration and approval of
ThermoElastic's Board of Directors (the "Board") comprehensive,
worldwide and multi-industry marketing, promotion and sales plans (the
"Plans") for the Bitem products;

2.  Vista shall, at all times, act in accordance with the directives
and policies as issued and formulated, from time to time, by the Board;

3.  Vista shall provide the advice and services required to implement
the Plan as approved by the Board and shall for these purposes provide
to ThermoElastic such employees of, consultants to and agents of Vista
as are reasonably required to effectively implement the Plan as
approved by the Board and shall warrant and guarantee that such
employees, consultants and agents are competent for such purposes.
Such persons shall have special knowledge of, but not limited to, the
dental supply industry and shall require the approval of the Board.

4.  That the total combined time and effort of such employees,
consultants and agents shall constitute the time and effort of one full
time person whose efforts and activities are devoted entirely to the
marketing, promotion and sales of ThermoElastic's products and
ThermoElastic;

5.  Vista shall also procure the following persons to fill the
following offices:

(a)  President - Kenneth B. Leabscher
(b)  Chief Executive Officer - Fred Heaps;
(c)  vice President of Marketing and Sales and Secretary - Bernard
Teitelbaum;

6.  Vista's compensation, payable as if in writing directs, shall be:

(a)  USD 150,000.00 yearly, paid in equal installments monthly
commencing upon the successful raising of USD 1,000,000.

(b)  A commission override of either one (1) percent annually of gross
sales from the sale of product and royalty income or five (5) percent
of operating profit, whichever is the lesser.  Gross sales and
operating profit shall be subject to further discussion aimed at
arriving at definitions acceptable to both parties.

(c) three hundred thousand (300,000) free trading common shares of
ThermoElastic at USD per share upon ThermoElastic filing the Form "D"
required to be filed as part of the Rule 504 process; and

(d)  Performance based options on terms to be agreed upon to be
available from a pool of two million common shares to be set aside for
performance inducements and rewards for all persons as well as for
Directors and Advisors who are granted such options by the Board;


<PAGE>53

7.  To assist in determining the performance levels to be achieved by
Vista in order for it to be entitled to exercise its performance based
options, Vista shall forthwith prepare and submit a preliminary budget
based upon sales of USD 2,500,000.00, USD 8,000,000.00 and USD
16,000,000.00 in years one, two and three respectively so as to enable
us to continue our discussions on this point;

8.  Vista shall have the option of appointing one of the bank
signatories in respect of the Company's operating account and that
appointee's signature shall be required on all cheques, provided that
such appointee shall sign all cheques and documents reasonably required
for the proper operation of the business or as directed by the Board;

9.  Vista shall have the right to appoint two Directors to the Board of
Directors which will consist of no less than eleven Directors;

10.  There will be established an Advisory Board.  Members would be
appointed for two year term and be given twenty-five thousand (25,000)
founders Shares at par value and an option to acquire twenty-five
thousand (25,000) common shares at the end of their two year term at
fifty (50) percent of the then current market price.  This option would
be lost if a Member ceased being a Member before the end of his or her
term;

11.  We will develop a compensation package for Directors;

12.  For the time being the address for ThermoElastic Technologies will
be:

ThermoElastic Technologies, Inc.
250 H Street
Ste. 715
Blaine, Washington  98230
Tel:  360-371-5061
Fax:  360-371-7092

We also wish to confirm that you have been advised that Howard E.
Kerbel is a Barrister and Solicitor licensed to carry on the practice
of law in the Province of Ontario and that he has advised you to obtain
independent legal advice with respect to this agreement and the
transaction contemplated therein.  We also confirm your advice that you
have either obtained such independent legal advice or have waived your
right to do so.  Further, you have confirmed that Howard E. Kerbel has
provided no legal advise or services to you with respect to this
agreement, the transaction contemplated by it or any other matter
whatsoever.

I believe that the above reflects our discussions.  If I have omitted
anything or your recollection differs from mine, please advise me in
writing immediately.

We look forward to receipt of the budget to be prepared by Bernie so
that we can settle the performance based option issue and move on with
this transaction as quickly as possible.

It was a pleasure meeting with you this past Thursday.  We appreciate
the effort it took to travel from Vancouver to attend the meeting.
Please forward you invoice for travel expenses at your earliest
convenience.

Please execute the Acknowledgement at the bottom of this letter and one
copy by fax and two originally signed coopies by courier.

Regards,
Howard E. Kerbel
ThermoElastic Technologies, Inc.

Encl.

ACKNOWLEDGEMENT

By the execution of this Acknowledgement the Undersigned hereby
acknowledges its agreement with the terms of the above Letter of
Agreement and agrees to be bound by its terms and to take all actions
and to execute all documents required by ThermoElastic to give effect
to the intention and substance of the Letter of Agreement.

Dated at Vancouver, this 2nd day of February, 1999.

<PAGE>54

VISTA DEVELOPMENTS LTD
PER:

A.S.O.