Exhibit 10.12


 


COMMON
STOCK PURCHASE AGREEMENT


 


THIS COMMON
STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into this 22 day of
December, 2003 between Vista Exploration Corporation, a Colorado corporation (
the “Company”), and             
(the “Purchaser”).  The Exhibit attached
to, and referenced in, this Agreement shall be deemed incorporated herein.


 


THIS AGREEMENT
is being entered into in anticipation of and to assist Vista Exploration
Corporation, a Colorado corporation (the “Company”), to complete the
acquisition by merger of ICOP Digital, Inc. (the “Merger”).  The purchase price and the securities being
purchased are to be delivered into escrow and are subject to the terms of the
escrow agreement attached hereto as Exhibit ”A” (“Escrow Agreement”).


 


RECITALS


 


WHEREAS, the
Company has authorized the sale and issuance of an aggregate of 600,000 shares
of common stock (the “Common Stock”); and


 


WHEREAS, the
Purchaser desires to purchase shares of Common Stock, and the Company desires
to issue and sell shares of Common Stock to the Purchaser, on the terms and
conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth, the parties hereto agree as follows:


 


ARTICLE 1


 


AGREEMENT TO SELL AND PURCHASE


 


Section 1.1                                      Agreement to Sell and Purchase.  Subject to the terms and conditions hereof,
at the Closing (as defined in Section 2.1 below) the Company hereby agrees
to issue and sell to the Purchaser, and the Purchaser agrees to purchase from
the Company, 600,000 shares of Common Stock (the “Shares”) for the aggregate
price of $300,000.00.


 


Section 1.2                                      Payment and Delivery of Purchase
Price and Shares.  The purchase price shall be paid in full on
the Closing Date by Purchaser to Seller and delivered along with the Shares
into escrow, in accordance with the Escrow Agreement.


 


ARTICLE 2


 


CLOSING AND DELIVERY


 


Section 2.1                                      Closing. The closing of the purchase
and sale of the Shares under this Agreement (the “Closing”) shall take place on
the 30th day of December, 2003, at 7225


 





















 


Renner Rd, Suite 200, Shawnee, Ks 66217 or at such other time or
place as the Company and the Purchaser may mutually agree (such date is
hereinafter referred to as the “Closing Date”).


 


Section 2.2                                      Delivery.  Subject to the terms and conditions hereof,
at the Closing the Company will deliver to the Purchaser one or more
certificates representing the Shares, against payment of the purchase price
therefor by check or wire transfer made payable to the order of the Company.  It is understood that the certificate(s)
evidencing the Shares may bear one or all of the following legends:


 


(1)                                  “THE
SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE
STATE SECURITIES LAWS (“STATE ACTS”) AND SHALL NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER, EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A
FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT AND THE
STATE ACTS.”


 


(2)                                  Any
legend imposed or required by applicable federal or state securities laws.


 


ARTICLE 3


 


REPRESENTATIONS AND WARRANTIES


 


Section 3.1                                      Representations and Warranties
of the Company.  The Company hereby represents and warrants to
the Purchaser, as of the Closing Date, as follows:


 


(1)                                  Organization and Standing of the
Company.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Colorado.  It has all requisite corporate
power and authority to carry on its business as now being conducted, to enter
into this Agreement and to carry out and perform the terms and provisions of
this Agreement.  The Company is duly
qualified to do business and is in good standing in each jurisdiction in which
the failure to be so qualified would have a material adverse effect on the
condition (financial or otherwise), business, net worth, assets (including
intangible assets), properties or operations of the Company.  The Company has no direct or indirect interest,
either by way of stock ownership or otherwise, in any other firm, corporation,
association, or business.


 


(2)                                  Capitalization and Indebtedness
for Borrowed Moneys.


 


(a)                                  The
Company is duly and lawfully authorized by its Articles to issue (i) 50,000,000
shares of no par value Common Stock, of which 1,690,000 shares are issued and
outstanding; and (ii) 10,000,000 shares of preferred stock, none of which
are issued and


 


2





















 


outstanding.  The Company has no treasury stock and no
other authorized series or class of stock. 
All the outstanding shares of Common Stock have been duly authorized and
validly issued and are fully paid and nonassessable and free of preemptive
rights.  All Shares to be issued to the
Purchaser pursuant to this Agreement shall be duly authorized, validly issued,
fully paid, nonassessable, and issued in compliance with state and federal
securities laws.


 


(b)                                 There
are no outstanding subscriptions, options, warrants, calls, contracts, demands,
commitments, convertible securities, or other agreements or arrangements of any
character or nature whatever under which the Company is or may be obligated to
issue or purchase shares of its capital stock.


 


(c)                                  After
the closing the Company will not liable on account of any indebtedness for
borrowed moneys.


 


(3)                                  The Company’s Authority.  The execution, delivery, and performance of
this Agreement shall have been duly authorized by all requisite corporate
action.  This Agreement constitutes a
valid and binding obligation of the Company enforceable in accordance with its
terms (except as limited by bankruptcy, insolvency, or other laws affecting the
enforcement of creditors’ rights).  The
execution, delivery and performance of this Agreement will not conflict with
any provision of the Articles, Bylaws, minutes or share certificates of the
Company, or of any contract to which the Company is a party or otherwise bound.


 


(4)                                  Litigation.  There are no legal actions, suits,
arbitrations, or other legal or administrative proceedings pending or threatened
against the Company which would affect it, its properties, assets, or
business.  The Company is not aware of
any facts which, to its knowledge, might result in any action, suit,
arbitration, or other proceeding which, in turn, might result in a material
adverse change in the business or condition (financial or otherwise),
properties or assets of the Company.  The
Company is not in default with respect to any judgment, order, or decree of any
court, government agency or instrumentality.


 


(5)                                  Compliance With the Law and
Other Instruments.  To the best of the Company’s knowledge, the
business operations of the Company have been and are being conducted in
accordance with all applicable laws, rules, and regulations of all
authorities.  The Company is not in violation
of, or in default under, any term or provision of the Articles or Bylaws, or of
any lien, mortgage, lease, agreement, instrument, order, judgment, or decree,
or subject to any restriction, contained in any of the foregoing, of any kind
or character which materially adversely affects in any way the business,
properties, assets, or prospects of the Company, or which would prohibit the
Company from entering into this Agreement or prevent consummation of the
issuance of securities contemplated by this Agreement.


 


(6)                                  Title to Properties and Assets.  The Company has good and marketable title to
all its properties and assets, including without limitation those used or
located on property controlled by the Company in its business (except assets
sold in the ordinary course of business), subject to no mortgage, pledge, lien,
charge, security interest, encumbrance, or restriction except those which do
not materially adversely affect the use thereof.


 


3





















 


(7)                                  Records.  The books of account, minute books, stock
certificate books, and stock transfer ledgers of the Company are complete and
correct, and there have been no transactions involving the business of the
Company which properly should have been set forth in said respective books,
other than those set forth therein.


 


(8)                                  Brokers or Finders.  All negotiations on the part of the Company
relative to this Agreement and the transactions contemplated hereby have been
carried on by the Company without the intervention of any person or as the
result of any act of the Company in such manner as to give rise to any valid
claim for a brokerage commission, finder’s fee, or other like payment.


 


(9)                                  Taxes. The Company has duly filed all
federal, state, county and local income, franchise, excise, real and personal
property and other tax returns and reports (including, but not limited to,
those relating to social security, withholding, unemployment insurance, and
occupation (sales) and use taxes) required to have been filed by the Company up
to the date hereof.  All of the foregoing
returns are true and correct in all material respects and the Company has paid
all taxes, interest and penalties shown on such returns or reports as being
due. The Company has no liability for any taxes, interest or penalties of any
nature whatsoever, except for those taxes which may have arisen up to the
Closing Date in the ordinary course of business and are properly accrued on the
books of the Company as of the Closing Date.


 


(10)                            Environmental and Safety Laws.  To its knowledge, the Company is not in
violation of any applicable statute, law or regulation relating to the
environment or occupational health and safety, and no material expenditures are
or will be required in order to comply with any such existing statute, law or
regulation.


 


Section 3.2                                      Representations and Warranties
of the Purchaser.  The Purchaser represents and warrants to the
Company, as of the Closing Date, as follows:


 


(1)                                  Accredited Investor Status. The Purchaser is an “accredited
investor” within the meaning of Securities and Exchange Commission Rule 501
of Regulation D, as presently in effect.


 


(2)                                  Purchase Entirely for Own
Account.  This Agreement is made with the Purchaser in
reliance upon the Purchaser’s representation to the Company, which by the
Purchaser’s execution of this Agreement he hereby confirms, that the Shares to
be received by the Purchaser will be acquired for investment for the Purchaser’s
own account, not as a nominee or agent, and not with a view to the resale or distribution
of any part thereof, and that the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing the
same.  By executing this Agreement, the
Purchaser further represents that he does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the
Shares.


 


(3)                                  Disclosure of Information.  The Purchaser believes he has received all
the information he considers necessary or appropriate for deciding whether to
purchase the Shares.  The Purchaser
further represents that he has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Shares and


 


4





















 


the business, properties, prospects and financial condition of the
Company and to obtain additional information (to the extent the Company
possessed such information or could acquire it without unreasonable effort or
expense) and/or conduct his own independent investigation necessary to verify
the accuracy of any information furnished to the Purchaser or to which the
Purchaser had access.  The foregoing, however, does not limit or modify the representations
and warranties of the Company in Section 3.1 of this Agreement or the
right of the Purchaser to rely thereon.


 


(4)                                  Investment Experience.  The Purchaser is experienced in evaluating
and investing in private placement transactions in securities of companies in
the development stage and acknowledges that he is able to fend for himself, can
bear the economic risk of his investment, and has such knowledge and experience
in financial or business matters that he is capable of evaluating the merits
and risks of the investment in the Shares.


 


(5)                                  Restricted Securities. The Purchaser understands that
the Shares are being sold pursuant to an exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended (the “Securities Act”).  The Purchaser also understands that the
Shares may not be sold, transferred or otherwise disposed of by him without
registration under the Securities Act or an exemption therefrom, and that in
the absence of an effective registration statement covering the Shares or an
available exemption from registration under the Securities Act, the Shares must
be held indefinitely.  In particular, the
Purchaser is aware that the Shares may not be sold pursuant to Rule 144
promulgated under the Securities Act unless all of the conditions of that rule are
met.  Among the conditions for use of Rule 144
may be the availability of current information to the public about the
Company.  Such information is not now
available and the Company has no present plans to make such information
available.  In this connection, the
Purchaser represents that he is familiar with Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act.


 


(6)                                  Transfer Restrictions.  Without in any way limiting the
representations set forth above, the Purchaser further agrees not to make any
disposition of all or any portion of the Shares unless and until the transferee
has agreed in writing for the benefit of the Company to be bound by this Section 3.2,
provided and to the extent this Section and such agreement are then
applicable.  


 


(7)                                  Illiquid Investment.  The Purchaser understands that the Company
has no present intention of registering the Shares.  The Purchaser further understands that no
market exists for the Shares, and there can be no assurance that a market will
develop for the Shares.  Accordingly, the
Shares represent a very illiquid investment with no assurance of an available
exit strategy for the Purchaser.


 


(8)                                  Residence.  The Purchaser resides at the address listed
below his signature to this Agreement.


 


(9)                                  Brokers or Finders.  All negotiations on the part of the Purchaser
relative to this Agreement and the transactions contemplated hereby have been
carried on by the Purchaser without the intervention of any person or as the
result of any act of the Purchaser in


 


5





















 


such manner as to give rise to any valid claim for a brokerage
commission, finder’s fee, or other like payment.


 


ARTICLE 4


 


CONDITIONS TO CLOSING


 


Except as may
be waived in writing by the parties, all of the obligations of the parties
under this Agreement are subject to the fulfillment, prior to or at the Closing
on the Closing Date, of each of the following conditions:


 


(1)                                  Representations and Warranties
True.  The representations and warranties of the
Company and the Purchaser set forth in Sections 3.1 and 3.2, respectively,
shall be true and correct in all material respects as of the Closing Date,
subject to any changes contemplated by this Agreement.


 


(2)                                  Directors’ Approval.  Consummation of the transactions contemplated
herein shall have been approved by the Board of Directors of the Company at a
meeting of the Board of Directors to be held for the purpose of obtaining such
approval or by unanimous written consent.


 


(3)                                  Third-Party Consents.  On or before the Closing Date, all material
consents or approvals by any third party, if any, which are required to be
obtained by the Company in connection with the execution, delivery or
performance of this Agreement or the consummation of the transactions
contemplated herein shall have been obtained.


 


(4)                                  Compliance with Agreements. The Company shall have
performed and complied with all agreements or conditions required by this Agreement
to be performed and complied with by it prior to or on the Closing Date.


 


(5)                                  Certificate of Officer.  The Company shall have delivered to the
Purchaser a certificate dated the Closing Date, executed in its corporate name
by, and verified by, the oath of its President certifying to the fulfillment of
the conditions specified in this Article 4.


 


ARTICLE 5


 


NATURE AND SURVIVAL OF REPRESENTATIONS AND
WARRANTIES:


 


All statements
of fact contained herein, or in any certificate or schedule delivered by
or on behalf of the Company or the Purchaser pursuant to the terms hereof,
shall be deemed representations and warranties made by the Company and the
Purchaser, respectively, to each other under this Agreement.  The representations and warranties of the
Company and the Purchaser shall survive the Closing for a period of one year.


 


6





















 


ARTICLE 6


 


MISCELLANEOUS


 


Section 6.1                                      Amendment. This Agreement may be amended
in any manner as may be determined in the judgment of the Board of Directors of
the Company and the Purchaser to be necessary, desirable, or expedient in order
to clarify the intention of the parties hereto or to effect or facilitate the
purpose and intent of this Agreement, subject to the provision herein that any
amendment shall be ineffective unless in writing and executed by the parties
hereto.


 


Section 6.2                                      Counterparts and Facsimile
Signatures.  In order to facilitate the execution of this
Agreement, it may be executed in any number of counterparts and signature pages may
be delivered by facsimile.


 


Section 6.3                                      Waiver of Conditions.  Either party may waive any condition
precedent, term or condition of this Agreement but such a waiver shall be
ineffective unless in writing and executed by an authorized representative of
both parties hereto.


 


Section 6.4                                      Registration Rights: 
The Company agrees to register the Shares being sold pursuant to this
agreement in a registration statement to be filed with the Securities and
Exchange Commission within sixty (60) days after the closing of the merger of
ICOP with and into the Company and the delivery of all of the securities and
the purchase price from escrow to the appropriate parties.  The Company agrees to pay all expenses of registration
and the Purchaser agrees to cooperate in all reasonable respects with the
Company and its counsel as required to file the Registration Statement
registering the resale of the Shares. 
The Company agrees to use its reasonable best efforts to have said
Registration Statement declared effective at the earliest practicable date
after filing.  The Company represents
that the securities being registered for the Purchaser will be included in the
first Registration Statement filed subsequent to the closing of the ICOP merger
which will be the filing of the post-effective amendment of the Company’s prior
Registration Statement registering the resale of the existing the Company
shareholders’ shares.


 


Section 6.5                                      Assignment.  Neither this Agreement nor any right created
hereby shall be assignable by the Company or the Purchaser without the prior
written consent of the other party. 
Nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereby and their respective successors,
assigns, heirs, executors, administrators, or personal representatives, any
rights or remedies under or by reason of this Agreement.


 


Section 6.6                                      Entire Agreement.  This Agreement, the Exhibit hereto, and
the certificates delivered pursuant hereby constitute the full and entire
understanding and agreement between the parties with regard to the subject
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants or agreements except as specifically set
forth herein.  All prior agreements and
understandings are superseded by this Agreement and the Exhibit thereto.


 


7





















 


Section 6.7                                      Governing Law.  This Agreement shall be governed by the laws
of the State of Colorado, except that the General Corporation Law of Colorado
shall govern as to matters of corporate law pertaining to the Company.


 


Section 6.8                                      Severability.  In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


 


Section 6.9                                      Notices.  All notices and other communications required
or permitted under this Agreement must be in writing and may be given by
personal delivery or U.S. mail, or confirmed facsimile.  If given by mail, such notice must be sent by
registered or certified mail, postage prepaid, mailed to the party at the
respective address set forth below, and shall be effective only if and when
received by the party to be notified. 
For purposes of notice, the addresses of the parties shall, until
changed as hereinafter provided, be as follows:


 


(1)          If to the Company:


 


Vista Exploration Corporation


11011 King Street, Suite 260


Overland Park, KS  66210


Facsimile No.: 913.469.5614


Phone No. to Confirm Fax: (913) 469.1662


 


With a copy to:


 


Ballard Spahr Andrews & Ingersoll,
LLP


1225 17th Street, Suite 2300


Denver, CO 80202


Attn: Roger V. Davidson, Esq.


Facsimile No.: (303) 382-4607


Phone No. to Confirm Fax: (303) 299-7307


 


(2)          If to the Purchaser:


 


 


 


or at such
other address or facsimile number as any party may have advised the other in
writing.


 


Section 6.10                                Attorney Fees.  If any action at law or in equity, including
an action for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled to recover
reasonable attorney fees from the other party or parties, which fees shall be
in addition to any other relief which may be awarded.


 


8





















 


Section 6.11                                Indemnification by the Company.  The Company agrees to indemnify and hold the
Purchaser harmless against any loss, liability, damage or expense (including
reasonable attorney fees and costs) which the Purchaser may suffer, sustain or
become subject to as a result of or in connection with the breach by the
Company of any representation, warranty, covenant or agreements of the Company
contained in this Agreement


 


Section 6.12                                Indemnification by the Purchaser.  The Purchaser agrees to indemnify and hold
the Company harmless against any loss, liability, damage or expense (including
reasonable attorney fees and costs) which the Company may suffer, sustain or
become subject to as a result of or in connection with the breach by the
Purchaser of any representation, warranty, covenant or agreements of the
Purchaser contained in this Agreement.


 


IN WITNESS WHEREOF, this Common Stock
Purchase Agreement is hereby duly executed by each party hereto as of the date
first written above.


 


COMPANY:


 


VISTA EXPLORATION CORPORATION, a Colorado corporation


 


 


	
  By

  	
   

  	
   

  
	
   

  	
  Charles A. Ross, Sr., Director and
  President

  	
   

  
	
   

  
	
   

  
	
  PURCHASER:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  [

  	
   

  	
  ]

  	
   

  
					



 


9