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                                Exhibit 10.66


                               SALES AGREEMENT

                                  (L 99.020)

This Agreement is being made on December 22, 1999, between Richard Wolf
GmbH, a German company with registered offices at Pforzheimer Strasse 32,
75438 Knittlingen, Germany, hereinafter called "Richard Wolf" for short, and
Vista Medical Technologies, Inc., a company registered in Delaware with its
offices at 5451 Avenida Encinas (Suite A), Carlsbad, California, CA 92008,
United States of America, and hereinafter called "Vista".

PRE-AMBLE

Richard Wolf develops, produces, and sells medical endoscopic products and
possesses the necessary experience in the marketing and selling of such
instruments and equipment and in providing technical and repair services to
customers for such instruments and equipment.

Richard Wolf wishes to acquire exclusive marketing rights over the products
produced by Vista, and Vista is willing to grant them to Richard Wolf.

This having been said, and in light of the agreements contained in this
Agreement, the parties hereby agree on the following.


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CLAUSE 1: DEFINITIONS

1.1    "Marketing territory" shall mean and shall encompass all the countries
       in the world with the sole exception of the United States of America
       and its territories and possessions.

1.2    "Dollar" or "$" shall always relate to the currency of the United States
       of  America.

1.3    "Date of validity" shall mean the date on which the last signature is
       added to this Agreement.

1.4    "Excluded Field" shall mean cardio-thoracic and cardiological
       applications.

1.5    "Exclusive Field" shall be deemed to describe all specialist fields of
       endoscopic applications with the exception of those fields of
       application defined in subclauses 1.4 above and 1.7 below.

1.6    "FDA" shall mean the US Food and Drug Administration.

1.7    "Non-exclusive Field" shall mean applications in image-guided surgery
       using X-ray, ultra-sound, MRI, and/or CT equipment, neurosurgery,
       spinal surgery, orthopedic surgery, maxillofacial surgery and
       fluoroscopics.

1.8    "Products" shall be defined as all those products listed in Annex A,
       including all improvements to and modifications of the same.

CLAUSE 2: AGREEMENT

2.1    LICENSE

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a)     Vista hereby grants Richard Wolf the right, within the Exclusive Field
       and the Marketing Territory, to market the Products exclusively.

       Vista hereby grants Richard Wolf non-exclusive marketing rights for the
       Nonexclusive Field within the Marketing Territory.

       Richard Wolf hereby accepts the aforesaid rights.

       The parties have already reached agreement to the effect the Richard
       Wolf shall have no rights to market Vista's products in the Excluded
       Field.

b)     The marketing by Vista of the "Single Relay Stereo-Endoscope" (a Zeiss
       design) within the Marketing Territory in the Exclusive Field shall not
       be covered by the exclusivity defined in sub-clause 2.1.a) above.

2.2    PRODUCT SPECIFICATION

       The Products affected by this Agreement shall be those listed in Annex
       A.

       Vista and Richard Wolf can at any time amend the specifications of the
       products by mutual agreement. No modifications made by mutual agreement
       shall take on any validity, nor shall they be released for use, until
       they have been recorded in writing and confirmed with the signatures of
       the authorized representatives of both parties.

2.3    PRICES

a)     Vista shall bear the design engineering costs for any changes to existing
       product designs made in order to meet the requirements listed in Annex A.
       Should Richard Wolf, following discussion and agreement with Vista,
       require changes to product specifications, Richard Wolf shall reimburse
       Vista for all costs thus incurred and resulting from the changes
       requested by Richard Wolf and made with Vista's consent. This work shall
       be charged at the hourly rate agreed at the time this Agreement is being
       made of $ *** . Any increases in this hourly rate that may be necessary
       during the lifetime of this contract shall be announced well in advance.

       Without prejudice to the aforesaid, Richard Wolf shall pay the single
       sum of $ *** for design changes requested by Richard Wolf and for
       changes necessitated by the installation of the interface for Richard
       Wolf stereo-endoscopes, always provided that these changes meet Richard
       Wolf's specifications completely and that the changes are made in full.

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b)     The initial order quantity, the delivery plan, and the prices to be
       charged to Richard Wolf for the Products shall be those shown in Annex
       B, stated in Dollars, F.O.B., Westborough, MA, U.S.A..

       The parties shall negotiate annually on the purchase prices to be paid
       by Richard Wolf in conjunction with a forecast of minimum sales
       quantities and a minimum off-take agreement for the coming year. The
       new Product prices shall be based on the Product prices for the
       preceding year, shall be fair and just, and shall take the following
       into account:

       (i)   any changes in construction or design requested by Richard Wolf
       (ii)  increases or decreases in production costs
       (iii) increases or decreases in guaranteed off-take quantities, and
       (iv)  any changes in market conditions that the parties agree have
             occurred.

2.4    PAYMENT

a)     *** months before the planned delivery date of each and every
       consignment, Vista shall issue an invoice for *** percent of the value
       of the planned consignment, and Richard Wolf shall pay the invoice
       amount upon receipt.

b)     Once the goods have been delivered, Richard Wolf shall pay the invoice
       within *** days from receipt, less *** percent discount. Vista shall
       not send Richard Wolf the invoice until the goods have actually been
       delivered, and settlement shall take into account the advanced payment
       made by Richard Wolf under sub-clause 2.4.a) above.

c)     Richard Wolf shall pay for the once-off design expenses upon receipt of
       an invoice, but Vista shall not be permitted to submit any such invoice
       to Richard Wolf until the first Product consignment has been delivered
       to which the once-off design expenses relate.

d)     All payments made between Richard Wolf and Vista shall be denominated
       in US Dollars.

2.5    ORDERS AND DELIVERIES

a)     In consideration for the marketing rights granted under sub-clause
       2.1.a) above, and always provided the terms of this Agreement are
       adhered to, Richard Wolf shall place a call-off order for the Products
       listed in Annex B. All deliveries by Vista to Richard Wolf shall be
       made within a 90-day (ninety) period counting from the date on which
       Vista receives the order from Richard Wolf. If it has previously
       been agreed with Richard Wolf that the goods are to be delivered in part-

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       consignments, Vista shall make the complete delivery no later than
       April 30, 2001 and Richard Wolf shall accept it no later than on that
       date. If it is not possible for Richard Wolf to inspect and accept
       the goods ordered from Vista until after the aforesaid later date,
       Richard Wolf and Vista shall discuss and agree a new date for
       inspection and acceptance.

b)     All orders placed by Richard Wolf with Vista shall contain all the
       information that Vista can reasonably request. Deliveries to Richard
       Wolf shall not be worse than deliveries to Vista customers.

c)     All orders placed by Richard Wolf shall be subject to acceptance by
       Vista in accordance with the provisions of this present Agreement.
       Vista shall be deemed to have accepted any orders from Richard Wolf
       that have not been rejected by Vista within 10 (ten) working days of
       receipt by Vista. Every order accepted by Vista shall represent a
       contract between Vista and Richard Wolf for the sale of the Vista
       Products ordered, and shall be subject to the terms and conditions for
       orders under this present Agreement. The terms and conditions for orders
       under this present Agreement shall determine the conditions stated in
       Richard Wolf's order and shall take precedence over other, additional,
       or supplementary terms and conditions unless the same have been properly
       approved by the Management Boards of both parties and clearly express
       the fact that the specific additional or contradictory terms or
       conditions have been agreed.

d)     On or before September 30th of each and every year, Richard Wolf
       shall place a call-off order with Vista stating the number of Vista
       Products Richard Wolf expects to take from Vista in each month of the
       coming calendar year. The call-off order shall be up-dated quarterly,
       no later than the first day of each and every calendar Quarter. Richard
       Wolf can change the call-off order after giving suitable advance
       warning provided, however, that the first four (4) months of each
       forecast shall constitute a firm purchase commitment by Richard Wolf for
       delivery of products specified therein. Vista shall be under no
       obligation to deliver quantities of Vista products that exceed Richard
       Wolf's forecast requirements by more than 25 (twenty-five) percent
       unless Vista has been informed at least 4 (four) months in advance of
       the additional quantities required and regardless of the fact that Vista
       shall use its best endeavors to deliver the additional quantities
       even without any such advance warning.

2.6    DELIVERY, EXPORT, AND IMPORT LICENSES

a)     Title to the goods, and the risk of its loss or of damage to them,
       shall be transferred from Vista to Richard Wolf at the moment they are
       put at the disposal of Richard Wolf's carrier at Vista's facility in
       Westborough, MA, U.S.A.. Richard Wolf shall bear the costs of all
       insurance, taxes and other charges such as Value Added Tax, withholding
       tax, consumption tax, and customs charges.

b)     Vista shall be responsible for obtaining any export licenses and
       approvals that may be necessary for exporting the products from their
       country of production.

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c)     Richard Wolf shall be responsible for obtaining any import licenses and
       approvals that may be necessary for importing the products in
       compliance with the laws and regulations in force at the material point
       in time. Vista shall co-operate with Richard Wolf in every respect with
       the aim of obtaining all necessary approvals.

2.7    QUALITY, SAFETY, APPROVALS FROM SUPERVISORY AUTHORITIES

a)     Vista shall provide Richard Wolf with all quality and safety reports
       relevant to the Products. If Richard Wolf informs Vista of any obvious
       quality or safety problem, once Vista has completed its examinations of
       the defect Vista shall provide Richard Wolf with a report showing all
       the steps that have been taken. Vista shall keep Richard Wolf informed
       about the process of arriving at a solution. If a quality or safety
       problem is confirmed to exist, Vista shall supply the necessary parts in
       sufficient quantity and free of charge for any product changes that have
       to be made outside the Vista facilities, and also parts and labor for
       any product changes that have to be made within the Vista facilities,
       including material and documentation, in order to rectify and safety
       and/or quality problems the parties may have identified.

b)     Vista shall be under an obligation to maintain a separate file on all
       Products marketed by Vista or on Vista's behalf covering the product
       history, and shall provide Richard Wolf with a copy thereof on request.

c)     If product modifications have to be made on account of safety problems
       that the parties have agreed exist, Vista shall be under an obligation
       to retro-fit the entire existing installed base of the Products
       installed by Richard Wolf. If Vista has to make product modifications
       on account of quality problems, Vista and Richard Wolf shall decide
       jointly on the execution of such modifications if any recommendations
       from Richard Wolf have been taken into account.

d)     Vista shall archive the relevant records of all Product sales and
       technical and repair services to customers for at least 8 (eight) years
       after this contract has been terminated or has expired or for any such
       longer period of time that applicable law or regulations may require,
       so that Richard Wolf can meet its statutory requirements with regard
       to product recalls, safety precautions, and related quality and safety
       obligations, and Vista shall give its full co-operation in any decision
       by Richard Wolf on taking back or replacing Products or parts.

e)     Vista shall be responsible, at its own expense and on its own behalf,
       for those components that Vista is deemed the manufacturer, for
       upholding the necessary FDA approval for the marketing of the Products,
       and for the CE Label of Quality in accordance with the relevant Directive
       on medical products. Within Europe, Richard Wolf shall be responsible for
       all contacts with the relevant authorities, and shall apply for the
       product registrations, on condition that Vista bears the ultimate legal
       responsibility for the contents of all its own labeling. Richard Wolf
       shall be designated to be the authorized representative within the
       meaning of the Directive. Richard Wolf can also market systems in those
       countries in which

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       approval by the FDA or for a CE Label does not correspond in the usual
       form to approval for commercial sale. Under these circumstances, Vista
       shall provide Richard Wolf with all such information as is necessary,
       and give its full co-operation, in order to obtain such approval for
       specific countries. Richard Wolf shall be responsible for obtaining
       any such specific approval.

2.8    WARRANTIES

a)     Vista shall guarantee, for a period of *** months from the date on
       which the goods are handed over to Richard Wolf, that all Products and
       parts thereof and therein that are supplied under the terms of this
       present Agreement meet the relevant product specifications and are free
       of defects with regard to the suitability of the materials and to the
       workmanship.

b)     The legal redress that Richard Wolf has with regard to products that
       Richard Wolf has acquired and that fail to comply with the warranty
       defined in sub-clause 2.8.a) above shall be limited to repair or
       replacement free of charge to Richard Wolf under the terms and
       conditions set out below. Products that fail within the warranty
       period shall be sent back to Vista at Richard Wolf's expense, and the
       repaired or replacement product shall be delivered to Richard Wolf at
       Vista's expense. All repaired or replacement products shall be covered
       by warranty for a period of *** days counting from the date on which
       Richard Wolf takes receipt of them, or alternatively for the remaining
       duration of the original product warranty, whichever is the longer.

c)     All spare parts shall be covered by a simple parts warranty for a
       period of *** days counting from the date on which they are installed.

d)     The warranty conditions set out above shall apply to the exclusion of
       any other warranties explicitly or implicitly given by Vista, which
       Vista hereby rules out.

e)     Vista's warranties shall not apply to any Products or parts thereof or
       therein that have been modified or altered, that have not been
       maintained in accordance with the maintenance instructions handed over
       to Richard Wolf, that have been operated in any other way than that
       stated in this documentation, or that have been misused through
       negligence or in any other way. The foregoing shall include use outside
       the recommended operating environment or in any way contrary to the
       recommended operating conditions.

2.     REPAIRS AND REPLACEMENT PARTS

       Vista hereby declares its willingness to create the right conditions
       for the maintenance of Products and/or for the supply of exchange
       parts, replacement parts, and documentation necessary to enable all the
       Products supplied under

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       the terms of this present Agreement to be maintained for at least 8
       (eight) years after this Agreement has been terminated or has expired
       to continue to be supplied at Vista's normal prices then in force.
       Vista shall also supply training for technical and repair staff in
       order to enable Richard Wolf to carry out its own fault-identification
       and repairs.

2.10   REIMBURSEMENT, COMPENSATION, AND DAMAGES RELATING TO THE OWNERSHIP OF
       PATENTS AND INTELLECTUAL PROPERTY RIGHTS

a)     Vista shall reimburse Richard Wolf and shall absolve and indemnify
       Richard Wolf for all costs, expenditure, damages, payments, and any
       other forms of loss, including attorneys' fees connected in any way,
       shape, or form with any claims raised by third parties alleging that
       Vista products have violated or infringed any patent, copyright, trade
       secrets, or any other intellectual property rights, provided any such
       violation or infringement is attributable to Vista products sold by
       Vista to Richard Wolf under the terms of this present Agreement, and
       that such claims relate to on Vista products sold by Vista to  Richard
       Wolf under the terms of this present Agreement. Vista shall bear no
       legal liability with regard to claims alleging violation or infringement
       resulting from the use or combination of Vista products with products
       or materials not originating from Vista if such violation or infringement
       has been principally caused by any such use or combination. If any claims
       of the aforesaid kind arise, Vista shall always have the right to take
       control of proceedings on its own and to conduct its defense and/or
       settle the claims. In any case, if Vista decides not to defend itself
       actively against or to settle any such claim, Richard Wolf shall be free
       to do so at its own expense.

b)     If any Product or part thereof is regarded in any such litigation as a
       violation or infringement of this nature, and a court of law forbids
       its being used for its usual purposes, Vista shall, at its own expense
       and its own free discretion, either obtain for Richard Wolf and/or the
       customer the right to continue using the Product or part thereof or to
       replace or modify it in such a manner that the claimed rights are not
       and are no longer violated or infringed, or to remove the Product or
       part thereof and to reimburse Richard Wolf for it at the price that
       Richard Wolf paid Vista for it minus amortization calculated over 7
       (seven) years on a linear basis to a residual value of 0 (zero).

c)     This Clause shall retain its validity and remain in effect even after
       this Agreement has expired or has been terminated prematurely.

2.11   PRODUCT LIABILITY AND INSURANCE

a)     Vista shall bear liability for all injury to persons, including but
       not restricted to death, and for all loss of or damage to property,
       suffered either by Richard Wolf or other customers or third parties,
       or any employees of the same, that are attributable to manufacturing
       defects in the Products or any parts thereof or therein, but always
       subject to the condition that such a manufacturing defects has
       directly or indirectly caused the injury, loss, or damage concerned.

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        Vista shall reimburse Richard Wolf and shall absolve and indemnify
        Richard Wolf and its customers with regard to all costs, expenditure,
        losses, claims for damages, compensation, penalties, and any other
        monetary amounts it is under an obligation to pay on account of or in
        connection with any such cases of injury, loss, or damage.

b)     Richard Wolf shall bear legal liability for injury to persons and for
       all loss of or damage to property, if Richard Wolf has made any
       modifications to or representations of Vista products contrary to
       written instructional materials provided by Vista, or has arranged for
       any to be made, without Vista's consent, but only if it can be proved
       that such modifications or representations have caused the injury,
       loss, or damage concerned.

c)     Worldwide, in accordance with the appropriate laws, Vista shall be
       liable to indemnify and hold Richard Wolf harmless from any and all
       claims arising from manufacturing defects in the products specified in
       the contract or any part thereof.

       Vista shall, at all times, maintain comprehensive general liability
       insurance, covering personal injury and property damage on an
       occurrence basis in the amount of U.S. *** per occurrence, and U.S.
       $ *** annual aggregate of all claims.

       Vista shall provide Richard Wolf with a certificate of insurance
       evidencing the above insurance coverage. Any and all changes in the
       insurance policy of Vista shall be immediately reported to Richard
       Wolf.

2.12   ACTS OF GOD AND FORCE MAJEURE

a)     Neither party shall be liable towards the other for the insufficient
       fulfillment, the non-fulfillment, or the delayed fulfillment of any
       obligations under this present Agreement, nor for any injury, loss,
       damage, or expense suffered by the other party as a result thereof,
       if any such insufficient fulfillment, non-fulfillment, or delayed
       fulfillment has been caused by an Act of God or force majeure,
       including for instance a storm, earthquake, flood, fire, disease,
       or any other natural disaster, by war (whether declared or not),
       hostile action, sabotage, invasion, quarantine restrictions, national
       or local actions of the government or the state, or any other causes
       beyond the reasonable control of the parties, provided the party
       suffering the effects of any such Act of God or force majeure reports
       them the other party without delay and in writing as soon as they occurs.

b)     Acts of God or force majeure shall not be regarded as such if they are
       not reported in the manner described above.

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c)     Should any such circumstances have their effect for longer than 6 (six)
       months, either party shall be entitled, at its free discretion, to
       terminate the Agreement in its entirety or in any part or parts after
       giving the other party written notice of its intention.

d)     For the purposes of this Clause, any instance of an Act of God or force
       majeure that affects only one or more than one order shall not be
       regarded as having its effect on the entire Agreement, and no such case
       shall be deemed to release the parties from their obligations with
       regard to this present Agreement or other orders that are not subject
       to the effects of the Act of God or force majeure.

2.13   CONFIDENTIALITY

a)     Without prejudice to the agreements entered into by Vista or Richard
       Wolf on confidentiality and secrecy that retain their full validity and
       effect so long as they are not terminated and do not expire as
       specially provided for in this present Agreement, the parties hereby
       agree on the following:

       1.    For the purposes of this Agreement, the term "internal company
             or statutorily protection information" shall be deemed to
             apply to all information and data designated and identified by
             the party disclosing it as being internal or statutorily
             protected or confidential, and disclosed by one party under
             the terms of this Agreement to the other party in writing,
             orally, or visually in accordance with the provisions set out
             below, and including but not restricted to written documents,
             samples, models, or other means of disclosure of such internal
             company or statutorily protected information that Vista and
             Richard Wolf consider using if either of the two parties
             discloses its own statutorily protected information to the other,
             and informs the other party within 30 (thirty) days after the
             disclosure in writing about the disclosure, stating at the same
             time the place and date of the disclosure and the name(s) of the
             employee(s) of the other party to whom the disclosure was made
             and describing the information thus disclosed.

         2.  Internal company or statutorily protected information as described
             in sub-clause 2.13.a)1 above disclosed to the recipient party
             shall not be used, duplicated, or revealed during the lifetime of
             this Agreement, nor for a period of 2 (two) years thereafter,
             except by or to those persons within the organization of the
             recipient party who need it solely and exclusively for the purposes
             described in detail in this present Agreement, and shall be
             protected and treated as confidential by the recipient party, who
             shall apply the same degree of diligence and the same security
             precautions and shall treat it in the same way as it protects its
             own information of the same importance.

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       3.    Both parties hereby declare that they will place all employees,
             subsidiary, affiliated, and associated companies, and suppliers
             who have signed a confidentiality agreement with either of the
             parties under the same obligation to treat as confidential all
             company internal or statutorily protected information disclosed
             by the other party and that they will meet all the requirements
             of Clause 2 of this Agreement.

      4.     The recipient party shall not be subject to any obligations or
             restrictions with regard to any internal company or statutorily
             protected information that:

               (i)     was accessible to the general public before it was
                       disclosed, or became accessible after it was
                       disclosed, and is no longer protected, provided that
                       this situation was not caused by any violation on the
                       part of the recipient party;

               (ii)    was received legally and lawfully by a third party
                       without restrictions and without any breach of this
                       agreement;

               (iii)   has been released for dissemination or use by the written
                       consent of the disclosing party;

               (iv)    must be disclosed by reason of a court order to this
                       effect.

      5.     The parties hereby expressly agree that the disclosure and
             provision of internal company or statutorily protected information
             by either party to the other under the terms of this present
             Agreement shall not be construed as implying that the recipient
             party is thereby granted, explicitly or implicitly, any license or
             rights of any kind whatsoever relating to the objects, inventions,
             or discoveries to which the statutorily protected information
             belongs, nor any copyright, trade mark, or rights to a trade secret
             to which the same may relate.

2.14   MARKETING, SELLING, AND AFTER-SALES SERVICE

a)     Richard Wolf shall support the introduction of Products in the
       Marketing Territory in an appropriate manner and shall promote the
       introduction of the Products with the necessary sales training
       sessions, by issuing the appropriate product literature, and by
       exhibiting the Products at suitable events.

b)     Richard Wolf shall prepare all sales and marketing material at its own
       expense and following discussion and agreement with Vista. Vista shall
       supply Richard Wolf with information necessary for the production of
       sales and marketing materials.

c)     Vista shall also supply Richard Wolf with its own user's handbook
       (under copyright) in English, which Richard Wolf shall translate
       as and when required in order to be able to meet the requirements
       of the local markets and in order to emphasize Richard Wolf's status
       as the distributor.

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2.15   DURATION OF VALIDITY, DURATION AND TERMINATION OF CONTRACT, NOTICE OF
       TERMINATION

a)     This Agreement shall be valid once official copies have been certified
       by authorized representatives of Richard Wolf and of Vista, and shall
       take effect from that date and remain in effect until December 31st,
       2002, always provided that the parties achieve agreement every year on
       the minimum off-take quantities for the following year as stipulated in
       sub-clause 2.15.b) of this present Agreement.

b)     Should Richard Wolf fail by a wide margin to reach the minimum off-take
       quantity agreed in the September of each preceding year in compliance
       with sub-clause 2.5 above, and should the two sides fail to reach
       agreement in any acceptable way on the minimum off-take quantities for
       the future, this situation shall represent adequate grounds for either
       party to bring this present Agreement to an end.

c)     Provided always that Richard Wolf and Vista are able to agree each
       year on fixed minimum off-take quantities, this present Agreement shall
       be extended automatically for periods of 1 (one) year at a time.

d)     This present Agreement can be terminated before its validity / lifetime
       has expired:

       1.    by mutal agreement between the two parties, or

       2.    by either party if the other party has failed to meet an
             essential obligation under the terms of this present Agreement
             and has failed to rectify this alleged default within 90
             (ninety) days of receiving a written notification, describing
             the default in detail, or

       3.    by either party serving 60 (sixty) days' notice of termination
             on the other, but only if the other party:

             (i)     no longer has the right to manufacture, market,
                     maintain, or sell a product, or has changed as the
                     result of actions by the government, a court of law,
                     or any other authority, or

             (ii)    has become insolvent, has been declared bankrupt, or
                     transfers its business assets in favor of creditors,
                     or undertakes any similar transaction, or if any
                     litigation or other proceedings are initiated by or
                     against Vista leading towards a re-organization,
                     restructuring, merger, liquidation, winding-up, or any
                     similar termination of business.

CLAUSE 3: MISCELLANEOUS POINTS

3.1    All communications and other exchanges of information shall be sent in
       written form to the relevant address shown above or to any other
       address that either

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       party may designate to the other from time to time.

3.2    DISPUTES

a)     This present agreement shall be subject to the material and procedural
       laws of the State of California, but the areas of validity and the
       validity itself of all patents and applications for patents shall be
       regulated by the laws of the country in which any such patent has been
       applied for or granted.

b)     If any disputes, differences of opinion, or of claims any kind whatsoever
       should arise between the parties as a result of the provisions of this
       present Agreement, or in connection with it, the parties shall first
       endeavor to arrive at a settlement that is in line with the shared
       intentions reflected in this contract.

       No claims that result from the provisions of this present Agreement, or
       in connection with it in any way, shape, or form can be raised by
       either party later than one year after the grounds for the complaint
       became known.

3.3.   GENERAL PROVISIONS

a)     This present Agreement shall not be amended, added to, or modified in
       any other way except by means of a written supplementary agreement,
       properly dated and signed by the respective representatives of the two
       parties.

b)     Should either party fail to insist on the strict fulfillment by the
       other party of all the conditions, provisions, or other circumstances
       defined in this present Agreement, this shall not be construed as a
       waiver or relinquishment of any claims nor of that party's right to
       insist on strict fulfillment in the future.

c)     This present Agreement shall be binding on both parties and shall be
       interpreted in favor of the participating parties and their successors
       or legal acquirers or the authorized representatives of the
       participating parties. The Agreement shall apply to the parties
       personally and cannot be transferred or disposed of by either party
       without the prior written consent of the other party, subject always
       to the condition, however, that either party can transfer the Agreement
       with all its rights and duties to any subsidiary, affiliated, or
       associated company, or any associated person, that is the successor in
       all essential assets and in all essential business activities of the
       party to which the Agreement relates.

       In the event of Richard Wolf or Vista being taken over by another
       company, the parties shall discuss and agree on the further fulfillment
       of the terms of this contract by Richard Wolf and/or Vista or by the
       acquiring company.

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d)     This present Agreement can be signed as 2 (two) duplicates, in which
       case one shall be regarded as the original and both together shall be
       regarded as one and the same copy.

e)     Should a competent court regard any provision of this present Agreement
       to be invalid or unworkable, this invalidity or unworkability shall be
       without impact on the remaining provisions of the Agreement, and all
       provisions unaffected by the invalidity or unworkability shall retain
       their full effect and validity. The invalidity or unworkability of a
       provision in adjudication or jurisdiction shall have no effect on the
       validity or implementability of the same provision in any other
       adjudication or jurisdiction.

f)     This present Agreement and its Annexes contain the totality of the
       agreements between the parties on this subject and with this purpose,
       and supersede all previous agreements between the parties and all
       additions and supplements thereto on this subject; they shall
       therefore take precedence before them with effect from the date of
       issue. No alterations shall be legally binding unless they have been
       made in writing and signed with legally binding effect by the
       authorized representatives of both parties.

Vista Medical Technologies, Inc.             Richard Wolf GmbH

Name:  /s/ John Lyon                         Name:  /s/  I. Burkhard
       ---------------------                       -----------------------

Date:  December 22, 1999                     Date:     12/22/1999
       ----------------------                      -----------------------

                                       16


<PAGE>

                                      ANNEX A

                             VISTA MEDICAL TECHNOLOGIES

                                PRODUCT SPECIFICATIONS
<TABLE>
<S>                                                               <C>
3D SYSTEM - VISTA

CONTROL UNIT                                                       5535.101
TV system: PAL

3D SCOPE HEAD                                                      5535.901
TV system: PAL

CONTROL UNIT                                                       5535.701
TV system: NTSC

3D SCOPE HEAD                                                      5535.961
TV system: NTSC

ORPC WITH INFORMATIX TM SOFTWARE VERSION 1.0                       5540.101
with 3 x 3D-output for HMD (Head Mounted Display)

1 HEAD MOUNTED DISPLAY                                             5540.901
with microphone and 2 high resolution VGA,
Liquid-Crystal-Displays
Size: (36,2 x 23,5 cm oval, 15,9 cm high)

1 HEAD MOUNTED DISPLAY                                             5540.902
and 2 high resolution VGA,

Liquid-Crystal-Displays
Size: (36,2 x 23,5 cm oval, 15,9 cm high)

ENDOSITE STEREO SCAN CONVERTER                                      5541.101
with 2 stereo outputs for HMD

ENDOSITE MONO SCAN CONVERTER                                        5542.101
with 2 mono outputs for HMD
</TABLE>
                                         17


<PAGE>

ANNEX B

                              VISTA MEDICAL TECHNOLOGIES

                            PRODUCT PRICES AND QUANTITIES
<TABLE>
<CAPTION>
<S>        <C>
QU'Y       PRODUCT DESCRIPTION                UNIT PRICE ($)     TOTAL PRICE ($)
4          Demo versions of Vista Design           ***                  ***
10         Basic endoscopy systems                 ***                  ***
19         3-D laparoscopy systems                 ***                  ***
1          HMD Head Set R. Wolf/Vista              ***                  ***
30         Advanced laparoscopy systems            ***                  ***
           Once-off redesign costs                                      ***

                                               TOTAL                    ***
</TABLE>

DELIVERY PLAN

1.   4 (four) demo versions (already delivered in August/September 1999)


2.   Further positions to be delivered in the period of January 2000 until
     April 2001 - see purchase order nos. P:

         680883, 680881, 680874, 680871, 680869,
         680876, 680878, 680879, 680880

     Status: November 15, 1999

 *** Portions of this page have been omitted pursuant to request for
     Confidential Treatment and filed separately with the Commission.

                                       18