VISTA EXPLORATION CORPORATION
a Colorado corporation

STOCK SUBSCRIPTION AND PURCHASE AGREEMENT

Series A Convertible Preferred Stock,
no par value,

and

Warrants to purchase Common Stock,
no par value

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ("SHARES") OF VISTA EXPLORATION CORPORATION, A COLORADO CORPORATION (THE "CORPORATION"), OR THE WARRANTS TO PURCHASE COMMON STOCK OF THE CORPORATION (THE "WARRANTS") REFERRED TO IN THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.

THE SHARES AND THE WARRANTS REFERRED TO IN THIS STOCK SUBSCRIPTION AND PURCHASE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES AND WARRANTS ARE BEING OFFERED AND SOLD PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT.

A PURCHASER OF SHARES OR WARRANTS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES AND THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE ACT, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE CORPORATION TO REGISTER THE SHARES OR THE WARRANTS UNDER THE ACT. NO PUBLIC OR OTHER MARKET IS EXPECTED TO DEVELOP FOR THE SHARES OR THE WARRANTS.

THE SHARES AND THE WARRANTS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND ANY TRANSFER OF THE SHARES OR THE WARRANTS ALSO MUST COMPLY WITH ANY APPLICABLE STATE SECURITIES LAWS. THE WARRANTS ARE NOT TRANSFERABLE WITHOUT THE PRIOR WRITTEN CONSENT OF THE CORPORATION.

VISTA EXPLORATION CORPORATION
a Colorado corporation

STOCK SUBSCRIPTION AND PURCHASE AGREEMENT

To:

Vista Exploration Corporation
11011 King Street, Suite 260
Overland Park, Kansas 66210
Attn: Charles A. Ross

Ladies and Gentlemen:

        Subject to the terms and conditions hereof, by delivery of this executed Stock Subscription and Purchase Agreement (this "Agreement"), the undersigned (the "Investor") hereby agrees to tender this subscription for the number of shares ("Shares") of Series A Convertible Preferred Stock, no par value (the "Preferred Stock"), of Vista Exploration Corporation, a Colorado corporation ("Corporation"), and the number of warrants (the "Warrants") to purchase shares of the Corporation's Common Stock, no par value, set forth on the signature page hereto. The undersigned understands that the purchase price of the Shares of Preferred Stock is $6.00 per Share (the "Purchase Price") and each Share of Preferred Stock is convertible into eight (8) shares of Corporation Common Stock. The undersigned also understands that he, she or it will be entitled to receive one (1) Warrant to purchase eight (8) shares of Corporation Common Stock for $1.80 per share for every Share of Preferred Stock purchased by the undersigned. The undersigned encloses a check payable to "Vista Exploration Corporation" for the total amount set forth on the signature page hereto. By executing this Agreement, the undersigned agrees to be bound by all of the terms, provisions, warranties and conditions contained herein. It is understood and agreed that the Corporation has the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion. The undersigned understands that this Agreement is not binding upon the Corporation until accepted in writing by the Corporation.

        By execution below, the undersigned acknowledges the accuracy and completeness of the representations contained herein and the undersigned will notify the Corporation immediately of any material change in any such information.

        1.     Representations and Warranties of the Undersigned.    The undersigned hereby represents and warrants to the Corporation as follows:

(a)

The Corporation has made available all information which the undersigned has requested in connection with the purchase of the Shares and the Warrants and the undersigned has been afforded an opportunity to ask questions of and receive answers from the Corporation concerning the terms and conditions of the purchase of the Shares and the Warrants and concerning the Corporation and the opportunity to obtain any additional information necessary to verify the accuracy of information otherwise furnished by the Corporation; all of the information so requested has been provided, and the undersigned requires no additional information to evaluate the merits and risks of an investment in the Corporation.



(b)

The undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquisition of the Shares and the Warrants and of making an informed investment decision with respect thereto; the undersigned has reviewed all of the information provided by the Corporation and by virtue of such review understands the merits and risks of an investment in the Shares and the Warrants.


 

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