CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the "Agreement") dated as of July 1, 1997, is by
and between:

VISTA TECHNOLOGIES, INC., a corporation incorporated under the laws of the
State of Nevada (herein called the "Company"); and

J. CHARLES CASEBEER, M.D., an Arizona resident (herein called the
"Professional").

                                 RECITALS:

  WHEREAS the Company and various of its subsidiaries operate outpatient
laser surgery vision correction centers providing facilities, equipment and
various support services to qualified ophthalmologists for vision correction
by use of advanced laser technology ("LVC Care"); and

  WHEREAS Professional is currently Chairman of the Board of the Company
("Chairman") and the Company desires to retain the services of Professional to
continue to serve as Chairman and perform consulting services for the Company
during the term of this Agreement; and

  WHEREAS Company desires to compensate Professional for his services,
commencing as of the date of this Agreement; and

  NOW, THEREFORE, the parties hereto covenant and agree as follows:

  1. ENGAGEMENT OF PROFESSIONAL.  The Company hereby engages the services
  of Professional to serve the Company in the following capacities, and the
  Professional hereby accepts such engagement:

     (a)  During the term of this Agreement, Professional agrees to serve
     as the Chairman of the Board of the Company's Board of Directors and
     the Professional hereby consents to the Professional being named in
     that capacity.  The Professional will devote such time as is
     reasonably required by the Company and acceptable to the Professional
     to conduct his duties hereunder and as Chairman of the Board
     including, in such capacity, attendance and participation in: (i)
     meetings of the Company's Board of Directors; and (ii) LVC Care
     related presentations to medical professionals and medical groups and
     seminars with prospective investor groups in connection with capital
     formation and promotional programs of the Company, as may be
     reasonably requested by the Company from time to time.  The Company
     agrees to use its best efforts to schedule such meetings,
     presentations and seminars at mutually convenient times and places to
     insure that such employment services shall not conflict with the
     professional service obligations of the Professional to his patients
     or other professional commitments of the Professional.

     (b)  The Professional agrees to assume responsibility for managing
     the Company's program for, and to also conduct and participate in,
     training and education seminars for medical professionals in the use
     and performance of LVC Care procedures for vision correction and
     treatment.  Such services shall be rendered by the Professional at
     mutually convenient times
<PAGE>
     and places, and shall not conflict with professional service
     obligations of the Professional to his patients or his other
     professional commitments.

     (c)  The Professional shall render, professional services to the
     Company concerning the establishment of ethical standards and
     procedures for LVC Care at the Company's LVC Care centers, provided
     that such services shall not conflict with professional service
     obligations of the Professional to his patients or his other
     professional commitments.

  3. COVENANTS AND AGREEMENTS OF THE COMPANY. The Company covenants and
  agrees as follows:

     (a)  to maintain, or cause one of its subsidiaries to maintain, for
     so long as is reasonably practicable an LVC Care center in
     Scottsdale, Arizona, and to establish and maintain, as soon as is
     reasonably practicable and subject to the availability of sufficient
     capital, at least one additional LVC Care center, each meeting all
     ethical and professional standards prescribed by the Company's Board
     of Directors or a medical advisory board established by the Company's
     Board of Directors and all standards required by applicable laws and
     regulations and equipped with state-of-the-art equipment reasonably
     appropriate to perform LVC Care procedures permitted for commercial
     use in the jurisdictions in which the centers are located.

     (b)  to obtain as soon as is reasonably practicable and maintain (i)
     an officers, and directors' errors and omissions insurance policy to
     insure individual officers and directors against liabilities and
     expenses for their acts and omissions in such capacities, and (ii) if
     requested by Professional, a professional medical errors and
     omissions insurance policy to insure the Professional against
     liabilities and expenses for his acts and omissions relating to the
     practice of medicine in connection with services rendered hereunder.

  4. COMPENSATION.

     (a)  In consideration of the services to be rendered by the
     Professional hereunder, and subject to applicable laws, rules and
     regulations of any entity or governing body of competent
     jurisdiction, the parties covenant and agree that the Company shall
     pay Professional $5,000 per month on or before the last day of each
     month during the term of this Agreement.

     (b)  Nothing herein shall be deemed to preclude the Company from
     awarding additional compensation or benefits to the Professional
     during the term of this Agreement, upon approval of Company's Board
     of Directors, whether in the form of additional compensation,
     bonuses, fringe benefits, or otherwise.

     (c)  In consideration of the compensation provided in this Section 4,
     the Professional covenants and agrees that during the term of this
     Agreement, he will not directly or indirectly establish, own an
     interest in, or operate an LVC Care facility other than one owned or
     operated by the Company or its affiliates; provided, however, that
     nothing herein contained shall be construed to prevent Professional
     from rendering consulting

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<PAGE>
     services to third parties, whether or not such third parties are
     affiliated with the Company.

  5. EXPENSES.  Professional shall be entitled to reimbursement for
  reasonable expenses of travel and lodging, and other expenses, incurred on
  behalf of the Company in accordance with Company's policy in effect at the
  time of the expenditure.

  6. SEVERABILITY AND AGREEMENT TO REFORM.  The parties hereto agree that
  the covenants and agreements contained in this Agreement shall be
  construed as if the covenants and agreements are divided into separate and
  distinct covenants in respect of each of the obligations of the parties
  hereunder.  Nothing in this Agreement is intended or shall be construed as
  requiring any act or agreement in violation of law or of applicable rules
  and regulations of any entity or governing body having competent
  jurisdiction of the subject matter, whether now in effect or as the same
  may be amended or become effective during the term of this Agreement.
  Should any provision of this Agreement be determined to be unenforceable,
  in violation of public policy, or contrary to applicable laws, rules or
  regulations of any entity of governing body having competent jurisdiction,
  the parties covenant and agree promptly to amend and reform this Agreement
  for the purpose of deleting any such provision and to substitute therefor
  such alternative provision for the purposes of implementing, to the extent
  possible in compliance with applicable law, rules and regulations, (i)
  either the intention of the parties in entering into this Agreement and
  the economic relationships between them as originally contemplated herein,
  or (ii) a fair and equitable adjustment of the remaining provisions of
  this Agreement to compensate any party injured by the deletion of one or
  more portions of this Agreement.  Subject to the foregoing provisions of
  this Section 5 in the event any covenant or other provision contained in
  this Agreement shall be deemed to be illegal, unenforceable or
  unreasonable by a court or other entity or governing body of competent
  jurisdiction, such determination shall not affect the enforceability of
  the remaining covenants and provisions of this Agreement, all of which
  shall remain enforceable to the extent permitted by law.

  7. TERM AND TERMINATION.

     (a)  The initial term of this Agreement shall commence effective with
     the date of this Agreement, and shall continue for a period of two
     (2) years thereafter, unless extended in accordance with Section 6(b)
     hereof or earlier terminated in accordance with the following
     provisions:

     (i)  In the event the Company shall be in material breach of any
          covenant or agreement on its part to be performed in this
          Agreement, this Agreement may be terminated by Professional at
          his sole discretion at any time thereafter upon thirty (30) days
          prior written notice to the Company unless such material breach
          has been cured during such 30-day period of grace.  Any such
          termination of this Agreement shall not relieve the parties
          hereto of obligations incurred through the effective date of
          termination.

     (ii) This Agreement may be terminated by the Company at its sole
          discretion in accordance with the following, provided, however,
          that any such termination of this


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<PAGE>

          Agreement shall not relieve the parties hereto of obligations
          incurred through the effective date of termination:

          (1)  MATERIAL BREACH.  In the event Professional shall be in
          material breach of any covenant or agreement on its or his part
          to be performed in this agreement, this Agreement may be
          terminated by the Company at any time thereafter upon thirty
          (30) days prior written notice to Professional unless such
          material breach has been cured during such 30 day period of
          grace.

          (2)  DEATH.  This Agreement shall terminate upon Professional's
          death.

          (3)  INSANITY: APPOINTMENT OF GUARDIAN OR CONSERVATOR.  This
          Agreement shall terminate in the event of a declaration of
          insanity or other judicial determination that Professional is of
          unsound mind, or in the event a court of competent jurisdiction
          appoints a guardian or conservator to manage the affairs of
          Professional.

          (4)  DISABILITY.  This Agreement shall terminate if, as a result
          of Professional's incapacity due to physical or mental illness,
          Professional shall have been absent from his duties hereunder on
          a full-time basis for six (6) consecutive months exclusive of
          accumulated vacation and sick leave benefits and, within thirty
          (30) days after written notice of termination is given after
          such period, Professional shall not have returned to the
          performance of his duties hereunder.  Professional will be
          considered disabled if, in the opinion of the insurance company
          providing disability benefits, or, at the Company's discretion,
          a physician selected or approved by the Company, Professional is
          no longer capable of performing the services contemplated by
          this Agreement.  During any period that Professional fails to
          perform services hereunder as a result of incapacity or due to
          physical or mental illness, he shall continue to receive full
          compensation and other benefits called for hereunder until such
          time as this Agreement is terminated pursuant to this
          subsection.

          (5)  CAUSE.  This Agreement shall be subject to termination by
          the Company for cause.  For purposes of this Agreement, Company
          shall have "Cause" to terminate this Agreement only upon the
          engaging by the Professional in willful misconduct (including
          without limitation, any misconduct involving Professional's
          personal dishonesty, breach of fiduciary duty to Company or
          violation of any governmental statute, law, rule or regulation
          other than minor traffic and similar offenses) or conduct
          constituting gross negligence that is materially injurious to
          the Company, monetarily or otherwise.  Notwithstanding the
          foregoing, this Agreement shall not be deemed to have been
          terminated for Cause without (i) reasonable notice to
          Professional setting forth the reasons for Company's intention
          to terminate for Cause; and (ii) delivery to Professional of a
          written notice of termination hereof from Company finding that,
          in the good faith opinion of the Company, Professional was
          guilty of conduct set forth above, and specifying the
          particulars thereof in detail.

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<PAGE>
     (b)  Upon the expiration of the initial two-year term of this
     Agreement, this Agreement shall be automatically renewed for
     successive periods of one (1) year each unless any party hereto shall
     provide the other party with written notice of its intent to
     terminate this Agreement at least one (1) month prior to the
     expiration of the then current term of this Agreement or any renewal
     thereof.

  8. SUCCESSORS; ASSIGNMENT.  This Agreement shall be binding upon and
  inure to the benefit of the parties hereto and the successors to
  substantially the entire assets and business of the respective parties
  hereto.  The rights and obligations under this Agreement are not
  assignable or delegable by a party without the prior written consent of
  the other party.

  9. CHOICE OF LAW.  This Agreement and all of its provisions are to be
  interpreted and construed according to the laws of the State of Arizona
  excluding principles of conflicts of law and choice of law.

  10.DISPUTE RESOLUTION

  (a)     MEDIATION.  In the event of a dispute between the parties to this
          Agreement, the parties agree to promptly meet and confer with the
          goal of settling such dispute.  If the parties are unable to reach a
          prompt, amicable agreement concerning such dispute, the parties agree
          to submit the matter to non-binding mediation.  If the parties cannot
          agree on a mediator, the American Arbitration Association in Phoenix,
          Arizona will be requested to provide a mediator. The mediation fee,
          if any, shall be divided equally between the parties.

  (b)     ARBITRATION.  Failing the resolution of their dispute by mediation,
          any dispute or claim in law or in equity arising out of this
          Agreement or any resulting transaction shall be decided by neutral,
          binding arbitration in Phoenix, Arizona in accordance with the
          Commercial Arbitration Rules of the American Arbitration Association,
          and the judgment upon the award rendered by the arbitrator(s) may be
          entered in any court having jurisdiction thereof.  The cost of such
          arbitration shall be borne in accordance with the decision of the
          arbitrator(s).

  11.NOTICE.  Any notice, request or demand required or desired to be
  given by one party to the other must be in writing and shall be deemed
  sufficient and completed by delivery of the same personally or by mailing
  the same registered or certified mail directed to:

  <TABLE>
  <S><C>

  The Company:                  Professional: 
  Vista Technologies, Inc.            J. Charles Casebeer, M.D. 
  15100 North 78th Way                14988 North 78th Way 
  Suite 100                     Suite 108 
  Scottsdale, AZ 85260                Scottsdale, AZ 85260 
  Attn: Larry F. Lang

  </TABLE>

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<PAGE>
  12.WAIVER.  Any waiver by a party of compliance with any term or
  condition of this Agreement by the other party shall be in writing.  No
  waiver by either party of compliance with any term or condition of this
  Agreement shall constitute a waiver of any subsequent failure of the other
  party to strictly comply with each and every term and condition hereof.

  13.COMPLETE CONTRACT; MODIFICATION.  This Agreement constitutes the
  complete agreement between the parties hereto and cancels and supersedes
  all prior agreements between the parties covering the subject hereof,
  including, without limitation, that certain Employment Agreement by and
  between the Company and the Professional dated as of January 30, 1996.
  This Agreement may not be changed orally but only by an agreement in
  writing signed by the party against whom enforcement of any waiver,
  modification, extension or discharge is sought.

  14.COUNTERPARTS; FACSIMILE SIGNATURES.  This Agreement may be executed
  in counterparts, each of which shall be deemed an original and all of
  which shall be deemed one and the same instrument.  Facsimile signatures
  shall be deemed original signatures for all purposes.

  IN WITNESS WHEREOF, the parties have caused this Consulting Agreement to
  be executed as of the day and year first above written.

VISTA TECHNOLOGIES, INC.

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


     /s/  J. Charles Casebeer, M.D.
     -----------------------------
     J. Charles Casebeer, M.D.