Exhibit 10.2


 


NEITHER THIS WARRANT
NOR THE SECURITIES UNDERLYING THIS WARRANT HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (“ACT”) OR UNDER APPLICABLE STATE SECURITIES
LAWS.  THIS WARRANT AND THE SECURITIES
UNDERLYING THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE DISPOSED
OF FOR VALUE WITHOUT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, UNLESS THE HOLDER HEREOF PROVIDES THE COMPANY WITH AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT THE PROPOSED OFFER FOR SALE, SALE OR OTHER
DISPOSITION IS EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.


 


 


SELLING
AGENT’S WARRANT


 


	
  No. SAW-1

  	
   

  	
  Number of Shares of Common

  Stock Purchasable Upon Exercise

  of Warrant:  818,181

  



 


Vista Medical Technologies, Inc., a Delaware
corporation (the “Company”), hereby certifies that for the Exercise Price
stated herein for each share of common stock, $0.01 par value per share, of the
Company (“Common Stock”), issuable upon exercise of this Selling Agent’s
Warrant (“Selling Agent’s Warrant”), Viewtrade Financial or any assignees of
directors or officers of Viewtrade Financial as it may direct in its sole
discretion (the “Selling Agent” ), is entitled, subject to the terms set forth
in this Selling Agent’s Warrant, at any time or from time to time, commencing
on May 26, 2004 (the “Issue Date”), to purchase from the Company Eight Hundred
and Eighteen Thousand One Hundred and Eighty One (818,181) shares of Common
Stock (the “Shares”), of the Company at the exercise price per share as
follows: 545,454 Shares at an exercise price of One Dollar and Two Cents
($1.02) per Share and 272,727 Shares at an exercise price of Ninety five cents
($.95) per Share (collectively each of the exercise prices per Share shall
hereinafter be referred to as the “Exercise Price”), all as more particularly
described in the Company’s Confidential Private Placement Memorandum, dated May
17, 2004, as amended (the “Memorandum”). 
The Shares issuable upon exercise of this Selling Agent’s Warrant have
the same respective terms as the Shares offered pursuant to the Memorandum
except that (i) the holder of this Selling Agent’s Warrant (the “Holder”) shall
have registration rights under the Securities Act of 1933, as amended (the
“Act”), for the Shares as more fully described in Section 8 of this
Selling Agent’s Warrant, and (ii) the securities subject hereof are subject to
adjustment in accordance with Section 5 hereof.  This Selling Agent’s Warrant and all rights hereunder, to the
extent such rights shall not have been exercised, shall terminate and become
null and void to the extent the Holder fails to exercise any portion of this
Selling Agent’s Warrant prior to 5:00 p.m., Eastern Time, on May 26, 2009.


 

















 


1.                                      Exercise
of Warrant.


 


(a)                                  All
or any part of this Selling Agent’s Warrant may be exercised by the Holder
hereof by surrendering it, with the form of subscription at the end hereof duly
executed by such Holder, to the Company at its principal executive office or at
the Company’s transfer agent accompanied by payment in full of the Exercise
Price payable in respect of all or part of this Selling Agent’s Warrant being
exercised.  If less than the entire
Selling Agent’s Warrant is exercised, the Company shall, upon such exercise,
execute and deliver to the Holder thereof a new Selling Agent’s Warrant in the
same form as this Selling Agent’s Warrant evidencing the Selling Agent’s
Warrant to the extent not exercised. 
This Selling Agent’s Warrant shall be deemed to have been exercised
prior to the close of business on the date this Selling Agent’s Warrant is
surrendered and payment is made in accordance with the foregoing provisions.


 


(b)                                 Forms of Payment
Authorized.  Payment of the Exercise
Price may be made (i) in cash, by certified or official bank check, or cash
equivalent, (ii) by tender to the Company of shares of the Company’s stock
owned by the Holder having a value, as determined by the Company’s Board of
Directors (but without regard to any restrictions on transferability applicable
to such stock by reason of federal or state securities laws or agreements with
an underwriter for the Company), not less than the Exercise Price, or (iii)
“cashless exercise” by the assignment to a broker-dealer registered under the
Securities Exchange Act of 1934, as amended (“Exchange Act”), of the proceeds
of a sale of some or all of the shares being acquired upon the exercise of this
Selling Agent’s Warrant, provided such assignment complies with Regulation T as
promulgated under the Exchange Act by the Board of Governors of the Federal
Reserve System, (iv) -by tender to the Company of a portion of this Selling
Agent’s Warrant, which portion shall be deemed to have a value equal to the
difference between the exercise price and the fair market value per share of
the Common Stock purchasable upon exercise of the portion of this Selling
Agent’s Warrant tendered (as determined by reference to the closing transaction
price or in the absence thereof, the closing bid price, on the trading date
preceding the date that such tender is made, or if no trading market exists,
then pursuant to section 2(c) below), or (v) by any combination thereof.


 


2.                                      Fractional
Shares.


 


No fractional securities or scrip representing fractional securities
shall be issued upon the exercise of this Selling Agent’s Warrant.  With respect to any fraction of a share of
Common Stock otherwise issuable upon any such exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the current market value of such fractional securities, determined as follows:


 


(a)                                  If
the security is listed on a national securities exchange or admitted to
unlisted trading privileges on such exchange, the current market value shall be
the last reported sale price of the security on such exchange on the last
business day prior to the date of exercise of this Selling Agent’s Warrant, or
if no such sale is made on such day, the average closing bid and asked prices
for such day on such exchange; or


 


2

















 


(b)                                 If the security is not
listed or admitted to unlisted trading privileges, the current value shall be
the last reported sale price on the National Association of Securities Dealers
Automated Quotation (“NASDAQ”) National Market System (“NASDAQ/NMS”) or the
mean of the last reported bid and asked prices reported by the NASDAQ System or
the NASD OTC Bulletin Board (or, if not so quoted, by the National Quotation
Bureau, Inc.) on the last business day prior to the date of the exercise of
this Selling Agent’s Warrant; or


 


(c)                                  If the security is
not so listed or admitted to unlisted trading privileges and prices are not
reported on NASDAQ, or the NASD OTC Bulletin Board (or by the National Quotation
Bureau, Inc.), the current value shall be an amount, not less than the book
value, determined in such reasonable manner as may be prescribed by the Board
of Directors of the Company.


 


3.                                      Exchange,
Assignment or Loss of Warrant.


 


Subject to the transfer limitations contained herein
and to compliance with applicable laws, this Selling Agent’s Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company, for other Selling Agent’s Warrants of different
denominations entitling the Holder thereof to purchase in the aggregate the
same number of securities purchasable hereunder.  Any assignment shall be made by surrender of this Selling Agent’s
Warrant to the Company with the Form of Assignment annexed hereto duly executed
and funds sufficient to pay any transfer tax; whereupon the Company shall,
without charge, cause to be executed and delivered a new Selling Agent’s
Warrant in the name of the assignee named in such instrument of assignment and
this Selling Agent’s Warrant shall promptly be cancelled.  This Selling Agent’s Warrant may be divided
or combined with other warrants that carry the same rights upon presentation
hereof to the Company together with a written notice specifying the names and
denominations in which new Selling Agent’s Warrants are to be issued and signed
by the Holder hereof.  The term “Selling
Agent’s Warrant” as used herein includes any warrants issued in substitution
for or replacement of this Selling Agent’s Warrant, or into which this Selling
Agent’s Warrant may be divided or exchanged. 
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Selling Agent’s Warrant, and, in the
case of loss, theft or destruction, of reasonably satisfactory indemnification
including a surety bond, and upon surrender and cancellation of this Selling
Agent’s Warrant, if mutilated, the Company will cause to be executed and
delivered a new Selling Agent’s Warrant of like tenor and date.  Although the Company may require a surety
bond or other indemnity in connection with each new issuance, any such new
Selling Agent’s Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Selling
Agent’s Warrant so lost, stolen, destroyed or mutilated shall be at any time
enforceable by anyone.


 


3

















 


4.                                      Rights
of the Holder.


 


The Holder of this Selling Agent’s Warrant shall not, by virtue hereof,
be entitled to any voting or other rights of a stockholder in the Company,
either at law or equity, and the rights of the Holder are limited to those
expressed in this Selling Agent’s Warrant.


 


5.                                      Adjustments.


 


(a)                                  The number of
securities purchasable upon exercise of this Selling Agent’s Warrant and the
exercise prices therefor shall be subject to adjustment from time to time in
the event that the Company shall:  (1)
pay a dividend in, or make a distribution of, shares of Common Stock or other
securities, (2) subdivide its outstanding shares of Common Stock into a greater
number of shares, (3) combine its outstanding shares of Common Stock into a
smaller number of shares or (4) spin-off a subsidiary by distributing, as a
dividend or otherwise, shares of the subsidiary to its Common Stock
stockholders.  In any such case, the
total number of securities purchasable upon exercise of this Selling Agent’s
Warrant immediately prior thereto shall be adjusted so that the Holder shall be
entitled to receive, at the same aggregate exercise price, the number of shares
of Common Stock or other securities that the Holder would have owned or would
have been entitled to receive immediately following the occurrence of any of
the events described above had this Selling Agent’s Warrant been exercised in
full immediately prior to the occurrence (or applicable record date) of such
event.  An adjustment made pursuant to
this Section 5(a) shall, in the case of a stock dividend or distribution,
be made as of the record date and, in the case of a subdivision or combination,
be made as of the effective date thereof. 
If, as a result of any adjustment pursuant to this Section 5(a),
the Holder shall become entitled to receive shares of two or more classes or
series of securities of the Company, the Board of Directors of the Company
shall equitably determine the allocation of the adjusted exercise price between
or among shares of the Holder of such allocation.


 


(b)                                 In the event of any
reorganization or recapitalization of the Company or in the event the Company
consolidates with or merges into or with another entity or transfers all or
substantially all of its assets to another entity, then and in each such event,
the Holder, on exercise of this Selling Agent’s Warrant as provided herein, at
any time after the consummation of such reorganization, recapitalization,
consolidation, merger or transfer, shall be entitled, and the documents
executed to effectuate such event shall so provide, to receive the stock or
other securities or property to which the Holder would have been entitled upon
such consummation if the Holder had exercised this Selling Agent’s Warrant
immediately prior thereto.  In such
case, the terms of this Selling Agent’s Warrant shall survive the consummation
of any such reorganization, recapitalization, consolidation, merger or transfer
and shall be applicable to the shares of stock or other securities or property
receivable on the exercise of this Selling Agent’s Warrant after such
consummation.


 


4

















 


(c)                                  Whenever a reference
is made in this Section 5 to the issue or sale of shares of Common Stock
the term “Common Stock”  shall mean the
Common Stock of the Company of the class authorized as of the date hereof.


 


(d)                                 Whenever the number of
securities purchasable upon exercise of this Selling Agent’s Warrant or the
exercise prices thereof shall be adjusted as required herein, the Company shall
forthwith file such information with its Secretary at its principal office in
the form of a certificate of an authorized officer of the Company, with the
price determined as herein provided and setting forth in detail the facts
requiring such adjustment.  Each such
officer’s certificate shall be made available at all reasonable times for inspection
by the Holder and the Company shall, forthwith after such adjustment, deliver a
copy of such certificate to the Holder.


 


(e)                                  The Company will not,
by amendment of its certificate of incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution,
issuance or sale of securities or any other voluntary action, avoid or seek to
avoid the performance of any of the terms of this Selling Agent’s Warrant, but
will at all times in good faith take all necessary action to carry out the
intent of all such terms.  Without
limiting the generality of the foregoing, the Company (1) will not cause the
par value of any securities receivable on exercise of this Selling Agent’s
Warrant to be in excess of the amount payable therefor on such exercise, (2)
will take all action as may be necessary or appropriate so that the Company may
validly and legally issue fully paid and nonassessable shares (or other
securities or property deliverable hereunder) upon the exercise of this Selling
Agent’s Warrant, and (3) will not transfer all or substantially all of its
assets to any other person (corporate or otherwise), or consolidate with or
merge into any other person or permit any such person to consolidate with or
merge with or into the Company (if the Company is not the surviving person),
unless such other person shall be bound by all the terms of this Selling
Agent’s Warrant.  If any event occurs as
to which the other provisions of this Selling Agent’s Warrant are not strictly applicable
or if strictly applicable would not fairly protect the purchase rights of this
Selling Agent’s Warrant in accordance with the essential intent and principles
of such provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, in order to protect such purchase rights.  This Selling Agent’s Warrant shall bind the successors and
assigns of the Company.


 


6.                                      Notices
of Record Dates, Etc.


 


(a)                                  If the Company shall
fix a record date of the holders of the Common Stock (or other securities at
the time deliverable upon exercise of this Selling Agent’s Warrant) for the
purpose of entitling or enabling them to receive any dividends or other
distribution, or to receive any right to subscribe for or purchase any shares
of any class of any securities, or to receive any other right contemplated by
Section 5 or otherwise; or


 


(b)                                 In
the event of any reorganization or recapitalization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the


 


5

















 


Company with or into another corporation or any
transfer of all or substantially all of the assets of the Company to another entity;
or


 


(c)                                  In the event of the
voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in any such event, the Company shall mail or cause to be mailed
to the Holder a notice specifying, as the case may be, (1) the date on which a
record is to be taken for the purpose of such dividend, distribution or right
and stating the amount and character of such dividend, distribution or right,
or (2) the date on which a record is to be taken for the purpose of voting on
or approving such reorganization, recapitalization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding up and
the date on which such event is to take place and the time, if any is to be
fixed, as of which the Holder of record of Shares shall be entitled to exchange
its Shares for securities or other property deliverable on such reorganization,
recapitalization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up. 
Such notice shall be mailed at the same date as the Company shall inform
its stockholders, but in no event less than ten days preceding such record
date.


 


7.                                      Reservation
of Shares.


 


The Company shall at all times reserve, for the purpose of issuance on
exercise of this Selling Agent’s Warrant, such number of Shares or other
securities as shall from time to time be sufficient to comply with this Selling
Agent’s Warrant, and the Company shall take such corporate action as may in the
opinion of its counsel be necessary to increase its authorized and unissued
shares of Common Stock or other securities in such number as shall be
sufficient for such purpose.


 


8.                                      Registration.


 


(a)                                  Definitions.  As used in this Section 8, the
following terms shall have the meanings set forth below:


 


(i)                                     The terms
“register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the Act, and the declaration or ordering of the
effectiveness of such registration statement or document.


 


(ii)                                  The
term “Registrable Securities” shall mean: 
(A) the Common Stock issued or issuable upon exercise of this Selling
Agent’s Warrant; and (B) Common Stock or other securities of the Company issued
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) as a dividend or other distribution with respect
to, in exchange for or in replacement of such warrant or Common Stock,
referenced in (B) or (C) immediately above, excluding in all cases, however,
any Registrable Securities sold to the public pursuant to a registration under
the Act or an applicable exemption therefrom.


 


6

















 


(b)                                 Demand Registration Rights. 
If, at any time during the period commencing on the Issue Date and
ending five (5) years thereafter, the Company shall receive a written request
(a “Request”), from Holders who in the aggregate own (or upon exercise of all
Registrable Securities then outstanding or issuable would own) a majority of
the total number of shares of Common Stock then included (or which upon such
exercise would be included) in the Registrable Securities (the “Majority
Holders”), to register the resale of at least a majority of the Registrable
Securities then outstanding, the Company shall, as promptly as practicable,
prepare and file with the Securities and Exchange Commission (“SEC”) a
registration statement sufficient to permit the public offering and sale of the
Registrable Securities through the facilities of all appropriate securities
exchanges and the over-the-counter market, and will use its best efforts
through its officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as practicable; provided
that the Company shall only be obligated to register Registrable Securities on
two (2) occasions (at least 12 months apart) pursuant to this
Section 8(b).  Within five (5)
business days after receiving a Request, the Company shall give written notice
to all the other Holders, advising each of them that the Company is proceeding
with such registration and offering to include therein all or any portion of
any such other Holder’s Registrable Securities, provided that the Company
received a written request to do so from such Holder within thirty (30) days
after receipt by him or it of the Company’s notice.  Notwithstanding anything contained in this Section 8(b) to
the contrary:  (i) no person may make a
Request that the Company file, nor shall the Company be obligated to file, a
registration statement on any date that is within ninety (90) days of the
effective date of any registration statement filed by the Company and pursuant
to which such person was given full “piggyback” registration rights in
accordance with Section 8(c) hereof including without limitation the
ability to include all Registrable Securities requested to be included therein;
and (ii) the Company may delay the registration of the securities to which a
Request relates if upon receipt of such Request (A) the Company notifies the
person making the Request that it is contemplating filing a Registration
Statement within ninety (90) days of such request, or (B) the Company notifies
the person making the request that the Board of Directors of the Company has
determined that a material event has occurred that has not been publicly
disclosed and which if disclosed would have a material adverse effect on the
Company; provided that (x) in the case of clause (ii)(A) of this paragraph, the
Company shall, as soon as practical, upon the first to occur of the abandonment
of such contemplated registration statement or the expiration of such ninety
(90) day period, register the securities to which the Request relates unless
such Request is withdrawn; and (y) in the case of clause (ii)(B) of this
paragraph, the Company may not delay the filing of the registration statement
for more than thirty (30) days from the date of the Request unless such Request
is withdrawn.


 


(c)                                  Piggy-back
Registration Rights.  If (but without
any obligation to do so) at any time during the five (5) year period commencing
on the Issue Date, the Company proposes to register (including for this purpose
a registration effected by the Company for securityholders other than the
Holder) any of its securities under the Act in connection with the public
offering of such securities solely for cash (other than a registration on


 


7

















 


Form S-4, Form S-8 or any form which does not include substantially the
same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities), the Company shall,
each such time, promptly give the Holder written notice of such registration.  Upon the written request of the Holder given
within twenty (20) days after receipt of such written notice from the Company,
the Company shall, subject to the provisions of this Section 8, cause to
be registered under the Act all of the Registrable Securities that the Holder
has requested to be registered; and provided further, however, that the
Registrable Securities shall be subject to restrictions on transfer for
forty-five (45) days after the effective date of the subject registration
statement.  The inclusion of any of the
Holder’s Registrable Securities in a registration statement filed by the
Company and declared effective by the Securities and Exchange Commission
(“SEC”) shall be deemed to be the exercise by such Holder of the piggy-back
registration rights granted herein to such Holder.


 


(d)                                 Obligations of the
Company.  Whenever required
hereunder to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:


 


(i)                                     Prepare and file
with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become effective, and, upon the request of the Holders of a majority of the
Registrable Securities registered thereunder, keep such registration statement effective
for at least twelve (12) months.


 


(ii)                                  Prepare and file with
the SEC such amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration statement.


 


(iii)                               Furnish to the Holders
such numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.


 


(iv)                              Use
its best efforts to register and qualify the securities covered by such
registration statement under the securities laws of such jurisdictions as shall
be reasonably requested by the Holders for the distribution of the securities
covered by the registration statement, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
jurisdiction.


 


(v)                                 In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement with terms generally satisfactory to the managing
underwriter of such offering.


 


8

















 


(vi)                              Notify the Holders,
promptly after the Company shall have received notice thereof, of the time when
the registration statement becomes effective or any supplement to any
prospectus forming a part of the registration statement has been filed.


 


(vii)                           Notify the Holders of any
stop order suspending the effectiveness of the registration statement and use
its reasonable best efforts to remove such stop order.


 


(e)                                  Furnish
Information.  It shall be a
condition precedent to the obligations of the Company to take any action
pursuant hereto that the Holder, having chosen to have its Registrable
Securities included for registration, shall furnish to the Company such
information regarding the Holder, its Registrable Securities and the intended
method of disposition of such securities as shall be required to effect the
registration thereof.  The Holder shall
be required to represent to the Company that all such information which is
given is complete and accurate in all material respects.  The Holder shall deliver to the Company a
statement in writing from the beneficial owners of such securities that such
beneficial owners bona fide intend to sell, transfer or otherwise dispose of
such securities.


 


(f)                                    Expenses.


 


(i)                                     Registration
Expenses.  All expenses incurred by
the Company in complying with Subsections 8(b), 8(c) and 8(d) hereof, including
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company, “Blue Sky” fees and expenses, and
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company) shall be borne by the
Company.


 


(ii)                                  Selling Expenses.  All underwriting discounts, underwriters’
expense allowance, and selling commissions applicable to the sale of
Registrable Securities by the Holders and all fees and disbursements of any
special counsel (other than the Company’s regular counsel) shall be borne by
the Holders of the Registrable Securities so registered pro rata on the basis
of the number of Registrable Securities so registered.


 


(g)                                 Underwriting Requirements.  All Holders proposing to distribute their
Registrable Securities through an underwriting in which the Company has
proposed or is proposing to participate, shall (together with the Company and
any other Holders distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for underwriting by the Company and perform their
obligations thereunder.  Notwithstanding
any other subsection of this Section 8, at the request of the
managing underwriter, the Holder shall delay the sale of Registrable Securities
which such Holder has requested be registered hereunder for up to 90 days
following the effective date of the registration statement.  If any Holder disapproves of the terms of
any such underwriting, such Holder


 


9

















 


may elect to withdraw therefrom by written notice to the Company and
the managing underwriter.  Any
Registrable Securities excluded or withdrawn from such underwriting shall not
be withdrawn from such registration except at the election of the Holder.


 


(h)                                 Delay of
Registration.  No Holder shall have
any right to obtain or seek an injunction restraining or otherwise delaying any
such registration as the result of any controversy that might arise with
respect to the interpretation or implementation of this section.


 


(i)                                     Indemnification.  In the event that any Registrable Securities
are included in a registration statement pursuant hereto:


 


(i)                                     To the extent
permitted by law, the Company will indemnify and hold harmless each Holder, the
officers, directors, partners and legal counsel of each Holder, any underwriter
(as defined in the Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the Act or the Exchange Act,
against any losses, claims, damages or liabilities (joint or several) to which
they may become subject under the Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a “Violation”):  (A) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto; (B) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; or (C) any violation or alleged
violation by the Company of the Act, the Exchange Act, any applicable state
securities law or any rule or regulation promulgated under the Act, the
Exchange Act or any applicable state securities law; and the Company will
reimburse the Holder for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this Subsection 8(i)(i) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with information furnished expressly for use in connection with such
registration by any such Holder, underwriter or controlling person; provided,
however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in reliance upon and in conformity
with information furnished by such Holder or any other Holder, for use in the
preparation thereof; and further


 


10

















 


provided, however, that the foregoing indemnity agreement is subject to
the condition that, insofar as it relates to any untrue statement, alleged
untrue statement, omission or alleged omission made in any preliminary
prospectus but eliminated or remedied in a subsequent or final prospectus, such
indemnity agreement shall not inure to the benefit of any underwriter or
broker, if a copy of such a subsequent or final prospectus was not sent or
given to such person with or prior to the confirmation of the sale of such
securities to such person.


 


(ii)                                  To the extent
permitted by law, each selling Holder will indemnify and hold harmless the
Company, its directors, its officers, its employees, any person who controls
the Company within the meaning of the Act or the Exchange Act, any underwriter
(within the meaning of the Act) for the Company and any person who controls
such underwriter against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, employee,
controlling person, or underwriter or controlling person may become subject, under
the Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
information furnished by the Holder expressly for use in connection with such
registration; and the Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, employee
controlling person, underwriter or controlling person thereof, in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this Subsection 8(i)(ii)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld.


 


(iii)                               Promptly after receipt
by an indemnified party under this Subsection 8(i) of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Subsection 8(i), notify the indemnifying
party in writing of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to retain its
own counsel, with the fees and expenses to be paid by the indemnifying party,
if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in such proceeding.  The
failure to notify an indemnifying party within a reasonable time of the
commencement of any such action, to the extent prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Subsection 8(i), but the omission so to


 


11

















 


notify the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Subsection 8(i).


 


(j)                                     Reports Under
Exchange Act.  Following
registration of the Company’s securities under the Exchange Act and with a view
of making available to the Holders the benefits of Rule 144 promulgated under
the Act and any other rule or regulation of the SEC that may at any time permit
a Holder to sell securities of the Company to the public without registration,
the Company agrees to:


 


(i)                                     use its best
efforts to make and keep public information available, as those terms are
understood and defined in Rule 144, at all times; and


 


(ii)                                  use its best efforts
to file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the Exchange Act.


 


(k)                                  Termination
of the Company’s Obligations.


 


(i)                                     The Company shall
have no obligations pursuant to Subsections 8(b) or 8(c) with respect to any
request made by the Holder after May 26, 2008.


 


(ii)                                  Notwithstanding any
provision hereof to the contrary, the Company shall not be required to effect
any registration under the Act or under any state securities laws on behalf of
any Holder or Holders if, in the opinion of counsel for the Company, the
offering or transfer by such Holder or Holders in the manner proposed
(including without limitation, the number of shares proposed to be offered or
transferred and the method of offering or transfer) is exempt from the
registration requirements of the Act and the securities or “Blue Sky” laws of
applicable states.


 


(iii)                               The Company’s
obligations under Sections 8(b) and 8(c) shall terminate with respect to a
particular Holder at such time as Rule 144, or another similar exemption, is
available for the sale, without registration, of all of such Holder’s
Registrable Securities in any three (3) month period; provided, however, and
subject to compliance with the requirements of Rule 144, that the Company shall
consent to such Rule 144 sale and provide the appropriate legal opinion to the
transfer agent of the Company so as allow the Rule 144 transfer or legend
removal to occur as may be appropriate.


 


(l)                                     Holder’s
Acceptance of Obligations. 
Acceptance of this Warrant by its Holder(s) shall be deemed to
constitute the unqualified acceptance by the Holder of all of the terms and
conditions set forth herein.


 


12

















 


9.                                      Approvals.


 


The Company shall from time to time use its best efforts to obtain and
continue in effect any and all permits, consents, registrations, qualifications
and approvals of governmental agencies and authorities and to make all filings
under applicable securities laws that may be or become necessary in connection
with the issuance, sale, transfer and delivery of this Selling Agent’s Warrant,
the issuance of securities on any exercise hereof, and if any such permits,
consents, qualifications, registrations, approvals or filings are not obtained
or continued in effect as required, the Company shall immediately notify the
Holder hereof.


 


10.                               Survival.


 


All agreements, covenants, representations and warranties herein shall
survive the execution and delivery of this Selling Agent’s Warrant and any
investigation at any time made by or on behalf of any parties hereto and the
exercise, sale and purchase of this Selling Agent’s Warrant for three years.


 


11.                               Remedies.


 


The Company agrees that the remedies at law of the Holder, in the event
of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Selling Agent’s Warrant, may not be
adequate and such terms may, in addition to and not in lieu of any other
remedy, be specifically enforced by a decree of specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.


 


12.                               Notices.


 


All demands, notices, consents and other communications to be given
hereunder shall be in writing and shall be deemed duly given when delivered
personally or five days after being mailed by first class mail, postage
prepaid, properly addressed, as follows:


 


	
  If to the Company, to:

  	
   

  	
   

  
	
   

  	
   

  	
  Vista Medical Technologies,
  Inc.

  
	
   

  	
   

  	
  2101FaradayAvenue

  
	
   

  	
   

  	
  Carlsbad, CA 92008

  
	
   

  	
   

  	
  Attention:  Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  With a copy by

  	
   

  	
   

  
	
  contemporaneous like means, to:

  	
   

  	
  Heller Ehrman White & McAuliffe, LLP

  
	
   

  	
   

  	
  4350 La Jolla Village Dr., 7th Floor

  
	
   

  	
   

  	
  San Diego, CA 92122

  
	
   

  	
   

  	
  Attention:  Michael S.
  Kagnoff, Esq.

  
	
   

  	
   

  	
   

  
	
  If to the Holder, to:

  	
   

  	
  Dawson James Securities,

  
	
   

  	
   

  	
  A Division of Viewtrade Financial

  



 


13

















 


	
   

  	
   

  	
  6400 NW 6 Way

  
	
   

  	
   

  	
  Suite 310

  
	
   

  	
   

  	
  Ft. Lauderdale, FL 33309

  
	
   

  	
   

  	
  Attention:  Robert Keyser

  
	
   

  	
   

  	
   

  
	
  With a copy by

  	
   

  	
   

  
	
   

  	
   

  	
  contemporaneous like means, to:

  
	
   

  	
   

  	
  Blank Rome LLP

  
	
   

  	
   

  	
  1200 North Federal Highway, suite 417

  
	
   

  	
   

  	
  Boca Raton, FL 33432

  
	
   

  	
   

  	
  Attention: Bruce C. Rosetto, Esq.

  



 


The Company and each Holder may change such address at any time or
times by notice hereunder to the other.


 


13.                               Amendments;
Waivers; Terminations; Governing Law; Headings.


 


This Selling Agent’s Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought.  This Selling
Agent’s Warrant shall be governed by and construed and interpreted in
accordance with the laws of the State of Florida.  The headings in this Selling Agent’s Warrant are for convenience
of reference only and are not part of this Selling Agent’s Warrant.


 


DATED: May 26, 2004


 


	
   

  	
  VISTA MEDICAL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael H. Owens

  	
   

  



 


14

















 


FORM OF ASSIGNMENT


 


(To be executed upon transfer of Selling
Agent’s Warrant)


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
to
                    
the right represented by the within Selling Agent’s Warrant, No. SAW-1, as such
right may apply to        shares of Common Stock
which are the subject of the within Selling Agent’s Warrant, together with all
rights, title and interest therein, and does hereby irrevocably constitute and
appoint                     
attorney to transfer such Selling Agent’s Warrant on the warrant register of
the within named Company, with full power of substitution.


 


	
  DATED:

  	
   

  	
   , 2004.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in

  all respects to name of

  Holder as specified on the

  face of the Selling Agent’s

  Warrant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SUBSCRIPTION


 


(To be completed and signed only upon an exercise of the Selling
Agent’s Warrant in whole or in part)


 


TO:                


 


The undersigned, the Holder of the attached Selling Agent’s Warrant
(“Warrant”), hereby irrevocably elects to exercise the purchase right
represented by the Warrant for, and to purchase thereunder,
           shares of
Common Stock (as such term is defined in the Selling Agent’s Warrant dated
               ,
2004,
from                to
Viewtrade Financial or its assignees (or other securities or property), and
herewith makes payment of $          
therefor in cash, by certified or official bank check or such other form of
payment as may be permitted under the Warrant. 
The undersigned hereby requests that the Certificate(s) for such
securities be issued in the name(s) and delivered to the address(es) as
follows:


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  
	
  Deliver to:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


If the foregoing Subscription evidences- an exercise of the Selling
Agent’s Warrant to purchase fewer than all of the Shares (or other securities
or property) to which the undersigned is entitled under such Selling Agent’s
Warrant, please issue a new Selling Agent’s Warrant, of like date and tenor,
for the remaining portion of the Selling Agent’s Warrant (or other securities
or property) in the name(s), and deliver the same to the address(es), as
follows:


 


	
  Name:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


DATED:               ,
200 


 


 


	
   

  
	
  (Social Security or Taxpayer Identification  (Name of Holder)

  
	
  (Number of Holder)

  



 


	
   

  	
   

  
	
   

  	
  (Signature of Holder or Authorized

  Signatory)

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed: