PROMISSORY NOTE

$361,860.00                                              Scottsdale, Arizona 
                                                         July 1, 1997

  FOR VALUE RECEIVED, the undersigned, Vista Laser Centers Of The
Southwest, Inc., a Nevada corporation, ("Maker"), promises to pay to the order
of Casebeer Eye Centers, LTD., an Arizona corporation ("Holder"), at 15100
North 78th Way, Suite 201, Scottsdale, Arizona 85260, or at such other place
as the Holder hereof may designate, in lawful money of the United States of
America, the principal sum of Three Hundred Sixty-One Thousand Eight Hundred
Sixty and O0/100 Dollars ($361,860.00), together with interest accrued thereon
as provided below.

  This Note shall bear interest on the unpaid principal balance at the
rate of eight percent (8%) per annum, simple interest.  The principal amount
of this Note and accrued interest thereon shall be payable on the first to
occur of (i) June 30, 1999 or (ii) thirty (30) days following the date of
closing of an offering of the securities of Maker or Vista Technologies, Inc.
the net proceeds of which are not less than $2,000,000 (the "Due Date" ).

  If the payment of principal or interest on this Note shall become due on
a Saturday, Sunday, or a public holiday under the laws of the State of
Arizona, such payment shall be made on the next succeeding business day and
such extension of time shall be included in computing interest in connection
with such payment.  This Note may be prepaid at any time prior to its maturity
without penalty or premium.

  The failure by Maker make any installment payment when due under this
Note, and any such failure remains unremedied for a period of ten (10) days
after written notice thereof is given to Maker by the Bolder of this Note,
shall be an "Event of Default" under this Note.  Upon the occurrence of any
Event of Default, the Holder of this Note, at Holder's option, may declare all
sums of principal and interest outstanding hereunder to be immediately due and
payable without further presentment, demand, protest or notice of dishonor,
all of which are expressly waived by Maker.  No delay on the part of Holder in
exercising amy right hereunder shall operate as a waiver of such right under
this Note.  Maker agrees to pay all costs and expenses, including reasonable
attorneys' fees, expended or incurred by the Holder in connection with the
enforcement of this Note, the collection of any sums due hereunder, any action
for declaratory relief in any way related to this Note, or the protection or
preservation of any rights of the Holder hereunder.


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  Notwithstanding anything to the contrary in this Note, no rate of
interest required under this Note shall exceed the maximum legal rate
permitted under applicable law, and, if any such rate is found to exceed the
maximum legal rate, the Maker shall be required to pay only the maximum legal
rate.

  This Note shall be construed in accordance with the substantive laws of
the State of Arizona.

                          Vista Laser Centers Of The Southwest, Inc. 


                          By:     /s/ Larry F. Lang
                                  ---------------------------------- 

                          Title:  President 
                                  ----------------------------------



                          Vista Technologies, Inc.


                          By:     /s/  Murray D. Watson
                                  ----------------------------------
                                  Murray D. Watson, President






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