Stock Purchase Agreement among Creative Vistas, Inc., AC Technical Systems, Ltd., AC Technical Stockholders, and A.C. Technical Acquisition Corp.

Summary

This agreement is between Creative Vistas, Inc., AC Technical Systems, Ltd., the shareholders of AC Technical (The Burns Trust and The Navaratnam Trust), and A.C. Technical Acquisition Corp. Under the agreement, the AC Technical Stockholders will sell all their shares in AC Technical to A.C. Technical Acquisition Corp. for $3.3 million, paid via promissory notes. Upon completion, AC Technical will become a wholly-owned subsidiary of A.C. Technical Acquisition Corp. and an indirect subsidiary of Creative Vistas. The agreement outlines the terms, conditions, and representations for the sale and purchase of shares.

EX-2.1 2 v07330_ex2-1.txt Exhibit 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement") is made this 29th day of September, 2004, by and among Creative Vistas, Inc., an Arizona corporation having its principal place of business at 4909 East McDowell Road, Suite 100, Phoenix, Arizona 85008-4293 (the "Company" or "Creative Vistas"), AC Technical Systems, Ltd., an Ontario corporation ("AC Technical"), the shareholders of AC Technical, being The Burns Trust and The Navaratnam Trust (the "AC Technical Stockholders"), and A.C. Technical Acquisition Corp., an Ontario corporation with an address at 2100 Forbes Street, Units 8-10, Whitby, Ontario, L1N 9T3 ("Canco"). The Company, Canco, AC Technical and the AC Technical Stockholders shall be collectively referred to herein as the "Parties." Certain capitalized terms used herein are defined in Section 9.12 hereof. WHEREAS, AC Technical is authorized to issue an unlimited number of shares of common stock (the "AC Common Stock") and has issued an aggregate of ten million (10,000,000) shares of the AC Common Stock (the "Shares"), all of which have been issued to and are owned by the AC Technical Stockholders as more specifically set forth on Annex A; and WHEREAS, Canco is authorized to issue an unlimited number of Class VFV (voting fixed value) shares ("Class VFV Shares") and has issued an aggregate of one hundred (100) Class VFV Shares, fifty (50) of which have been issued to and are owned by each Dominick Burns and the Company; and WHEREAS, Canco is authorized to issue an unlimited number of Class NVE (non voting equity) shares ("Class NVE Shares") and has issued an aggregate of one hundred (100) Class NVE Shares, all of which have been issued to and are owned by Creative Vistas; and WHEREAS, the AC Technical Stockholders desire to sell the Shares to Canco in exchange for a promissory note in favor of each of the AC Technical Stockholders in the principal amount set forth on Annex A and otherwise in the form attached hereto as Exhibit A (the "Notes") upon the terms and subject to the conditions set forth in this Agreement; and WHEREAS, in order to induce the AC Technical Stockholders to sell the Shares in exchange for the Notes, the Company has agreed to make certain representation, warranties and covenants hereunder; and WHEREAS, AC Technical will become a wholly-owned Subsidiary of Canco and an indirect Subsidiary of the Company upon completion of the transactions contemplated hereby. NOW, THEREFORE, in consideration of the premises, covenants and conditions hereof, the parties hereto do mutually agree as follows: ARTICLE 1 Sale of Shares Section 1.1 Sale of the Shares. Subject to the terms and conditions hereof, the AC Technical Stockholders agree to sell and deliver the Shares to Canco and Canco agrees to purchase the Shares from the AC Technical Stockholders. Section 1.2 Purchase Price. The total purchase price payable by Canco to the AC Technical Stockholders shall be three million three hundred thousand U.S. dollars ($3,300,000). The purchase price shall be allocated to the AC Technical Stockholders in accordance with the allocation set forth on Annex A. Section 1.3 Payment of Purchase Price. The purchase price payable to the AC Technical Stockholders shall be paid at Closing (as defined herein) by delivery of the Notes from Canco to the AC Technical Stockholders. ARTICLE 2 Closing and Delivery Section 2.1 Closing Date. The closing of the purchase and sale of the Shares (the "Closing") shall be held at such a date (the "Closing Date") and time as determined at the mutual discretion of the Parties; provided, however, that the Closing shall take place within ten (10) days after the conditions precedent contained in Article 7 hereof have been satisfied. The Closing shall take place at the offices of Feldman Weinstein LLP, located at 420 Lexington Avenue, Suite 2620, New York, NY 10170. Section 2.2 Delivery at Closing. At the Closing, the AC Technical Stockholders shall deliver to Canco stock certificates representing the Shares, duly endorsed for transfer to Canco, and free and clear of all security interests, liens, encumbrances, equities and other charges, and Canco shall deliver the Notes to the AC Technical Stockholders. ARTICLE 3 Representations and Warranties of the Company Except as set forth herein, the Company hereby represents and warrants to the AC Technical Stockholders that: Section 3.1 Organization; Capitalization. Creative Vistas is a duly organized and validly existing corporation in good standing under the laws of the State of Arizona, authorized to issue an aggregate of 100,000,000 shares of no par value common stock ("Common Stock") and 50,000 shares of no par value preferred stock ("Preferred Stock"). On the Closing Date, there will be issued and outstanding no more than 10,000,000 shares of Common Stock, all of which such issued and outstanding shares will be validly issued, fully paid and nonassessable. On the Closing Date, there will be issued and outstanding no shares of Preferred Stock. On the Closing Date, there will be no issued or outstanding securities and no issued or outstanding options, warrants or other rights, or commitments or agreements of any kind, contingent or otherwise, to 2 purchase or otherwise acquire capital stock of Creative Vistas or any issued or outstanding securities of any nature convertible into capital stock other than the 10,000,000 shares of Common Stock which are currently outstanding. There is no proxy or any other agreement, arrangement or understanding of any kind authorized, effective or outstanding which restricts, limits or otherwise affects the right to vote any shares of Common Stock. No shares of capital stock of Creative Vistas were issued in violation of the preemptive rights of any person or entity. Section 3.2 Binding Agreement. This Agreement and the transactions contemplated hereby have been duly approved by the Board of Directors of Creative Vistas. This Agreement has been duly executed and delivered by Creative Vistas and constitutes the legal, valid and binding obligation of Creative Vistas enforceable against it in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of rights hereunder or general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 3.3 Recent Business Operations. The business of Creative Vistas since its reorganization in 1996 has been limited to the search for an acquisition or merger partner and certain transactions described in its filings with the Commission (as defined below). Section 3.4 Foreign Qualifications. Creative Vistas is, and on the Closing Date will be, duly authorized, qualified and licensed under any and all applicable laws, regulations, ordinances or orders of public authorities to carry on its business in the places and in the manner as presently conducted. The business of Creative Vistas does not require it to be registered as an investment company or investment advisor, as such terms are defined under the Investment Company Act and the Investment Advisors Act of 1940. Section 3.5 Subsidiaries. Creative Vistas has, and immediately prior to the Closing will have, no Subsidiaries other than Canco. Section 3.6 SEC Reports; Financial Statements. (a) The Company has filed all reports required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, since May 2001 (the foregoing materials being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Sellers have identified and made available to the Purchasers a copy of all SEC Reports filed within the 10 days preceding the date hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, and none of the SEC Reports, to the knowledge of the Company, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements (the "Creative Vistas Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such 3 financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. (b) Except as set forth on Schedule 3.6(b) attached hereto, since the date of the filing of its most recently filed periodic report under the Exchange Act: (i) there has been no event, occurrence or development that has had or that could result in a Material Adverse Effect (as defined in Section 9.12 hereof); (ii) the Company has not incurred any liabilities (contingent or otherwise) or amended any material term of any outstanding security; (iii) the Company has not altered its method of accounting or the identity of its auditors; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; (v) the Company has not issued any equity securities to any officer, director or Affiliate (as defined in Section 9.12 hereof) of the Company, any creation or other incurrence by Creative Vistas of any lien on any material asset; (vi) the Company has not made any loan, advance or capital contributions to or investment in any Person (as defined in Section 9.12 hereof); (vii) the Company has not entered into any transaction or commitment made, or any contract or agreement entered into, by Creative Vistas relating to its business or assets (including the acquisition or disposition of any assets) or any relinquishment by Creative Vistas of any contract or other right; (viii) the Company has not granted any severance or termination pay to any current or former director, officer or employee of Creative Vistas, or increased the benefits payable under any existing severance or termination pay policies or employment agreements or entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any current or former director, officer or employee of Creative Vistas; (ix) the Company has not established, adopted or amended (except as required by applicable law) any collective bargaining, bonus, profit sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Creative Vistas; (x) the Company has not increased the compensation, bonus or other benefits payable or otherwise made available to any current or former director, officer or employee of Creative Vistas; (xi) the Company has not made any tax election or any settlement or compromise of any tax liability, in either case that is material to Creative Vistas; and (xii) the Company has not entered into any transaction by the Company not in the ordinary course of business other than with respect to this Agreement. Section 3.7 No Adverse Changes. Except as set forth on Schedule 3.7 attached hereto, there has not been, and on the Closing Date there will not have been, any material change in the financial condition of Creative Vistas from that set forth in the Creative Vistas Financial Statements included in its most recently filed periodic report except for: (i) transactions in the ordinary course of business; (ii) transactions relating to this Agreement; and (iii) the incurring of expenses and liabilities relating to this Agreement and the consummation of the transactions contemplated hereby. 4 Section 3.8 Liabilities. Except as set forth on Schedule 3.8 attached hereto, there are, and on the Closing Date will be, no liabilities (including, but not limited to, tax liabilities) or claims against Creative Vistas (whether such liabilities or claims are contingent or absolute, direct or indirect, accrued or unaccrued and matured or unmatured) not appearing on the Creative Vistas Financial Statements included in Creative Vistas' most recently filed periodic report, except for liabilities for expenses incurred relating to this Agreement and the consummation of the transactions contemplated hereby. Section 3.9 Taxes. (a) Creative Vistas has (i) duly filed with the appropriate taxing authorities all tax returns required to be filed by or with respect to its business, or are properly on extension and all such duly filed tax returns are true, correct and complete in all material respects, and (ii) paid in full or made adequate provisions for on its balance sheet (in accordance with GAAP) all Taxes (as defined in Section 9.12 hereof) shown to be due on such tax returns. There are no liens for Taxes upon the assets of Creative Vistas except for statutory liens for current Taxes not yet due and payable or which may thereafter be paid without penalty or are being contested in good faith. Creative Vistas has not received any notice of audit, is not undergoing any audit of its tax returns, or has received any notice of deficiency or assessment from any taxing authority with respect to liability for Taxes of its business which has not been fully paid or finally settled. There have been no waivers of statutes of limitations by Creative Vistas with respect to any tax returns. Creative Vistas has not filed a request with the Internal Revenue Service for changes in accounting methods within the last three years which change would affect the accounting for tax purposes, directly or indirectly, of its business. Creative Vistas has not executed an extension or waiver of any statute of limitations on the assessment or collection of any Taxes due (excluding such statutes that relate to years currently under examination by the Internal Revenue Service or other applicable taxing authorities) that is currently in effect. Section 3.10 Assets. Creative Vistas has, and on the Closing Date will have, no fixtures, furniture, equipment, inventory, accounts receivable or other assets. Section 3.11 Contracts. Except as set forth on Schedule 3.11 attached hereto, and other than with respect to this Agreement, Creative Vistas has, and on the Closing Date will have, no contracts, written or oral, to which it is, or on the Closing Date will be, a party. Section 3.12 No Conflicts. The execution and delivery by Creative Vistas of this Agreement, the consummation and performance of the transactions herein contemplated and compliance with the terms of this Agreement by Creative Vistas will not conflict with, result in a breach of or constitute a default under: (i) any indenture, mortgage, deed of trust or other agreement, instrument or contract to which Creative Vistas is now a party or by which it or any of its assets or properties is bound; (ii) the Articles of Incorporation or the Bylaws of Creative Vistas, in each case as amended; or (iii) any law, order, rule, regulation, writ, injunction, judgment or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over Creative Vistas or any of their respective business or properties. 5 Section 3.13 Legal Proceedings. There are, and on the Closing Date there will be, no legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature pending or to Creative Vistas' knowledge threatened, against Creative Vistas, including, but not limited to any shareholder claims or derivative actions, or challenging the validity or propriety of the transactions contemplated by this Agreement, and, to Creative Vistas' best knowledge, there is no reasonable basis for any proceeding, claim, action or governmental investigation against Creative Vistas. Creative Vistas is not, to its knowledge, a party to any order, judgment or decree which will, or might reasonably be expected to, adversely affect the business, operations, properties, assets or financial condition of Creative Vistas. Section 3.14 Certain Transactions. Except as set forth on Schedule 3.14, there have been, and from the date hereof to the Closing Date, there will be: (i) no salaried or otherwise compensated employees and no bonuses paid to any officer or director of Creative Vistas; (ii) no loans made to or transactions with any officer or director of Creative Vistas; (iii) no dividends or other distributions declared or paid by Creative Vistas; and (iv) no purchase by Creative Vistas, or, to the knowledge of the Company, any third party, of any of the Common Stock (other than any open market transactions). Section 3.15 Issuances of Securities. As of the date hereof, Creative Vistas is not committed to issue, and from the date hereof to the Closing Date will not issue or commit itself to issue, any shares of their respective capital stock or any options, rights, warrants, or other securities convertible into shares of its capital stock. Section 3.16 Intellectual Property. Creative Vistas has no patents, patent applications, trademarks, trademark registrations, trade names, copyrights, copyright registrations or applications therefor or other intellectual property. Creative Vistas has no knowledge of any infringements by Creative Vistas of any third party's intellectual property. Section 3.17 Compliance with Laws. Creative Vistas has, and on the Closing Date will have, in all material respects, operated its business and conducted its affairs in compliance with all applicable laws, rules and regulations, except where the failure to so comply did not have and would not be expected to have a Material Adverse Effect on its business or property. To the best of its knowledge, Creative Vistas is not in violation of any federal, state or local law or regulation. Section 3.18 Related Party Transactions. Except as set forth on Schedule 3.18 attached hereto, on the Closing Date, there will be no loans, leases, commitments, arrangements or other contracts of any kind or nature outstanding between (i) Creative Vistas and (ii) any officer, shareholder or director of Creative Vistas or any person related to or affiliated with any officer, shareholder or director of Creative Vistas, other than with respect to this Agreement. 6 Section 3.19 Employee Benefit Plans. Creative Vistas has no pension plan, profit sharing or similar employee benefit plan. Except as set forth in its filings with the Commission, Creative Vistas has no employees. Section 3.20 Consents. Except for the consent and approval of the Board of Directors of Creative Vistas of this Agreement, no consents or approvals of, or filings or registrations with, any third party or any public body or authority are necessary in connection with the execution and delivery by Creative Vistas of this Agreement and the consummation of transactions contemplated hereby. Creative has, and on the Closing Date will have, full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Section 3.21 Finder's Fees. No brokerage or finder's fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, and the Company has not taken any action that would cause any AC Stockholder to be liable for any such fees or commissions. The Company agrees that the AC Stockholders shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of any Person for fees of the type contemplated by this Section with the transactions contemplated by this Agreement. Section 3.22 Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the AC Technical Stockholders or its agents or counsel with any information that constitutes or might constitute material, nonpublic information. The Company understands and confirms that the AC Technical Stockholders will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the AC Technical Stockholders regarding the Company, its business and the transactions contemplated hereby, including the any schedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are, to the knowledge of the Company, true and correct with respect to such representations and warranties and, to the knowledge of the Company, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the AC Technical Stockholders have not made, nor are the AC Technical Stockholders making any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth herein. Section 3.23 Registration. The Common Stock is, and at the Closing Date will be, validly registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. Section 3.24 Internal Accounting Controls; Sarbanes-Oxley Act of 2002. The Company is in compliance with the requirements of the Sarbanes-Oxley Act of 2002 applicable to it as of the date hereof. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosures controls and procedures to ensure that material information relating to the Company, is made known to the certifying officers by others within those 7 entities, particularly during the period in which the Company's Form 10-KSB or 10-QSB, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date of its most recently filed periodic report (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls. Section 3.25 Trading With the Enemy Act; Patriot Act. To the knowledge of the Company, no sale of the Company's securities by the Company nor the Company's use of the proceeds from such sale has violated the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company (a) is not a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) and (b) to its knowledge, does not engage in any dealings or transactions, or be otherwise associated, with any such person. The Company is in compliance with the USA Patriot Act of 2001 (signed into law October 26, 2001). Section 3.26 Registration Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company. Section 3.27 Charter Documents. The charter documents of the Company have not been altered since its incorporation, except as filed in the record books of the Company and delivered to the AC Technical Stockholders. Section 3.28. Corporate Minute Books. The corporate minute books of the Company are complete and the minutes and consents contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by the Company which required director or shareholder approval are reflected on the corporate minute books of the Company. The Company is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation or by-laws. 8 ARTICLE 4 Representations of the AC Technical Stockholders and AC Technical The AC Technical Stockholders and AC Technical each represent and warrant to the Company, each only as to itself, as follows: Section 4.1 Execution and Delivery; No Violations. The execution, delivery and performance by the AC Technical Stockholders and AC Technical of this Agreement are within the AC Technical Stockholders' and AC Technical's powers and do not violate any charter or bylaw, any contractual restriction contained in any agreement, or any order, judgment, decree, law or regulation, which binds or affects or purports to bind or affect the AC Technical Stockholders or AC Technical. Section 4.2 Binding Effect. This Agreement, when executed and delivered by the AC Technical Stockholders and AC Technical shall be irrevocable and will constitute the legal, valid and binding obligations of the AC Technical Stockholders and AC Technical enforceable against each of them in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium and other laws of general application affecting enforcement of creditors' rights generally. Section 4.3 Title to Shares. The AC Technical Stockholders, and each of them, are the owners, free and clear of all security interests, liens, encumbrances, equities and other charges, of the number of Shares which are listed on the attached Annex A and which they have contracted to sell. Section 4.4 Legal Proceedings. There are, and on the Closing Date there will be, no legal, administrative, arbitral or other proceedings, claims, actions or governmental investigations of any nature pending or to the knowledge of the AC Technical Stockholders and AC Technical threatened, against AC Technical, including, but not limited to, any shareholder claims or derivative actions, or challenging the validity or propriety of the transactions contemplated by this Agreement, and, to the best knowledge of the AC Technical Stockholders and AC Technical, there is no reasonable basis for any proceeding, claim, action or governmental investigation against AC Technical. AC Technical is not, to the knowledge of the AC Technical Stockholders or AC Technical, a party to any order, judgment or decree which will, or might reasonably be expected to, adversely affect the business, operations, properties, assets or financial condition of AC Technical. ARTICLE 5 Covenants of the Company Section 5.1 Listing of Common Stock. The Company shall use its best efforts to cause the Common Stock of Creative Vistas to continue to be approved for listing on the OTC Bulletin Board prior to the Closing. ARTICLE 6 Covenants of the Parties The Parties agree that: 9 Section 6.1 Public Announcements. The Company, Canco, the AC Technical Stockholders and AC Technical shall consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law, will not issue any such press release or make any such public statement prior to such consultation and without the consent of the other Parties. Section 6.2 Notices of Certain Events. In addition to any other notice required to be given by the terms of this Agreement, each of the Parties shall promptly notify the other Parties of: (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement; (b) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; and (c) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened against, relating to or involving or otherwise affecting such party or that relate to the consummation of the transactions contemplated by this Agreement. Section 6.3 Access to Information. Following the date hereof, until consummation of all transactions contemplated hereby, the Company will give to the AC Technical Stockholders, their counsel, financial advisers, auditors and other authorized representatives reasonable access to the offices, properties, books and records, financial and other data and information of the Company as the AC Technical Stockholders and their representatives may reasonably request. ARTICLE 7 Conditions Precedent Section 7.1 Conditions of Obligations of the AC Technical Stockholders. The obligations of the AC Technical Stockholders pursuant to this Agreement are subject to the satisfaction of the following conditions, any or all of which may be waived in whole or in part by the AC Technical Stockholders: (a) Representations and Warranties. Each of the representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; (b) Secretary's Certificate. The Secretary of Creative Vistas shall deliver to the AC Technical Stockholders at the Closing a certificate certifying: (i) that attached thereto is a true and complete copy of Creative Vistas' Articles of Incorporation, as amended, as in effect at the Closing; and (ii) that attached thereto is a true and complete copy of Creative Vistas' By-laws as in effect at the Closing; 10 (c) Good Standing Certificates. The Company shall have furnished the AC Technical Stockholders with a good standing and existence certificate for Creative Vistas in its jurisdiction of incorporation and any jurisdictions in which it is qualified to do business as the AC Technical Stockholders may reasonably request; (d) Certified List of Record Holders. The AC Technical Stockholders shall have received a current certified list from the Creative Vistas' transfer agent of the holders of record of Creative Vistas' Common Stock; (e) Board of Directors Resolutions. The AC Technical Stockholders shall have received resolutions of the Board of Directors of Creative Vistas approving the transactions contemplated herein; and (f) Legal Opinion. The AC Technical Stockholders shall have received a legal opinion from counsel to the Company in form and substance reasonably satisfactory to it. (g) Cancellation of Indebtedness. AC Technical Stockholders shall have received evidence of the cancellation or forgiveness of all promissory notes in favor of Miller Capital Corporation and Tudor Investments, as set forth on the schedules hereto. Section 7.2 Conditions of Obligations of the Company. The obligations of the Company pursuant to this Agreement are subject to the satisfaction of the following condition, which may be waived in whole or in part by Company: (a) Each of the representations and warranties of the AC Technical Stockholders set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date; (b) Secretary's Certificate. The Secretary of AC Technical shall deliver to the Company at the Closing a certificate certifying: (i) that attached thereto is a true and complete copy of AC Technical's Articles of Incorporation, as amended, as in effect at the Closing; and (ii) that attached thereto is a true and complete copy of AC Technical's By-laws as in effect at the Closing; (c) Good Standing Certificates. AC Technical shall have furnished the Company with a good standing and existence certificate for AC Technical in its jurisdiction of incorporation and any jurisdictions in which it is qualified to do business as the Company may reasonably request; (d) List of Record Holders. The Company shall have received a current list from the Secretary of AC Technical of the holders of record of AC Technical's capital stock; 11 (e) Board of Directors Resolutions. The Company shall have received resolutions of the Board of Directors of AC Technical approving the transactions contemplated herein; (f) Canco shall have received from AC Technical the stock certificates representing the Shares in accordance with Section 2.2 hereof. ARTICLE 8 Termination Section 8.1 Termination. This Agreement may be terminated and the sale of Shares may be abandoned at any time prior to the Closing: (a) by mutual written consent of the parties hereto; (b) by either the Company or the AC Technical Stockholders if the Closing shall not have occurred on or before September 29, 2004 (unless the failure to consummate the transactions by such date shall be due to the action or failure to act of the party seeking to terminate this Agreement); (c) by the AC Technical Stockholders if: (i) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company; or (ii) any representations and warranties of the Company contained in this Agreement shall not have been true when made or on and as of the Closing Date as if made on and as of Closing Date (except to the extent it relates to a particular date. (d) by the Company if: (i) the AC Technical Stockholders, AC Technical or Canco shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by them; or (ii) any representations and warranties of the AC Technical Stockholders or AC Technical contained in this Agreement shall not have been true when made or on and as of the Closing Date. Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to this Article 8, all further obligations of the parties under this Agreement shall forthwith be terminated without any further liability of any party hereto to the other parties hereto. Nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this Agreement. ARTICLE 9 Miscellaneous Section 9.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing and either delivered personally, telecopied or sent by certified or registered mail, postage prepaid: 12 If to the Company: c/o Miller Capital Corporation 4909 East McDowell Road Suite 100 Phoenix, Arizona 85008-4793 Attn: Rudy R. Miller With a copy to: Squire, Sanders & Dempsey L.L.P. Two Renaissance Square Suite 2700 40 North Central Avenue Phoenix, Arizona 85004-4498 Attn: Christopher D. Johnson If to Canco: A.C. Technical Acquisition 2100 Forbes Street, Units 8-10 Whitby, Ontario L1N 9T3 Attn: Sayan Navaratnam With a copy to: Morrison Brown Sosnovitch L.L.P. One Toronto Street Suite 910 P.O. Box 28 Toronto, Ontario M5C 2V6 Attn: Derek Chum If to the AC Technical Stockholders: As set forth on Annex A hereto. With a copy to: Feldman Weinstein LLP 420 Lexington Avenue, Suite 2620 New York, New York 10170 Attn: David N. Feldman or such other address or fax number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date delivered personally, telecopied or, if mailed, five business days after the date of mailing if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. Section 9.2 Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company, the AC Technical Stockholders and AC Technical or in the case of a waiver, by the party against whom the waiver is to be effective. 13 (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 9.3 Fees and Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. Section 9.4 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto, but any such transfer or assignment will not relieve the appropriate party of its obligations hereunder. Section 9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. Section 9.6 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the City of New York, Borough of Manhattan, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.1. shall be deemed effective service of process on such party. Section 9.7 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Section 9.8 Entire Agreement. This Agreement and any Annexes, Schedules and Exhibits hereto constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof. 14 Section 9.9 Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. Section 9.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any parties. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. Section 9.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity. Section 9.12 Definition and Usage. For purposes of this Agreement: "Affiliate" means, with respect to any Person, any other Person, or indirectly controlling, controlled by, or under common control with such Person. "Material Adverse Effect" means any effect or change that is or would be materially adverse to the business, operations, assets, prospects, condition (financial or otherwise) or results of operations of an entity and any of its Subsidiaries, taken as a whole. "Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Subsidiary" means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person. "Taxes" means any and all federal, state, local, foreign or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any taxing authority, including, without limitation, taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, or net worth, and taxes or other charges in the nature of excise, withholding, ad valorem or value added. 15 Section 9.13 Survival. The representations and warranties herein shall survive the Closing and delivery of the Shares. Section 9.14 Further Assurances. From time to time, each party hereto will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement. Section 9.15 Review of Agreement. Each party hereto acknowledges that it has had time to review this Agreement and, as desired, consult with counsel. In the interpretation of this Agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this Agreement. [Signature Page Follows] 16 IN WITNESS WHEREOF, each of the following individuals has caused this Agreement to be signed, and each party that is not an individual has caused this Agreement to be duly executed under seal by its respective authorized officers, all as of the day and year first above written. AC TECHNICAL STOCKHOLDERS: The NavaratnamTrust Per: ------------------------------- Sayan Navaratnam The Burns Trust Per: -------------------------------- Dominic Burns AC TECHNICAL SYSTEMS, LTD. By: -------------------------------- Name: Title: A.C. TECHNICAL ACQUISITION CORP. By: -------------------------------- Name: Title: 17 CREATIVE VISTAS, INC. By: -------------------------------- Name: Title: Annex A SHAREHOLDERS OF AC TECHNICAL SYSTEMS, LTD.

18 Exhibit A FORM OF PROMISSORY NOTE 19 Schedule 3.6(b) MATERIAL CHANGES 1. On September 27, 2004, the shareholders of the Company approved at a special meeting of shareholders an amendment to the Articles of Incorporation of Creative Vistas to eliminate preemptive rights of holders of the Company's common stock. 2. During the quarter ended September 30, 2004, Miller Capital Corporation and Tudor Investments LTD Profit Sharing Plan, which are the principal shareholders of Creative Vistas and which funded all the costs and expenses associated with maintaining the Company, will forgive certain non-interest bearing promissory notes issued by the Company to such shareholders in the principal amount of $28,350. 3. During the quarter ended September 30, 2004, the remaining assets of Creative Vistas in the form of cash will be used to pay legal expenses incurred in connection with this Agreement. 20 Schedule 3.7 ADVERSE CHANGES 1. During the quarter ended September 30, 2004, Miller Capital Corporation and Tudor Investments LTD Profit Sharing Plan, which are the principal shareholders of Creative Vistas and which funded all the costs and expenses associated with maintaining the Company, will forgive certain non-interest bearing promissory notes issued by the Company to such shareholders in the principal amount of $28,350. 2. During the quarter ended September 30, 2004, the remaining assets of Creative Vistas in the form of cash will be used to pay legal expenses incurred in connection with this Agreement. 21 Schedule 3.8 LIABILITIES 1. During the quarter ended September 30, 2004, Miller Capital Corporation and Tudor Investments LTD Profit Sharing Plan, which are the principal shareholders of Creative Vistas and which funded all the costs and expenses associated with maintaining the Company, will forgive certain non-interest bearing promissory notes issued by the Company to such shareholders in the principal amount of $28,350. 22 Schedule 3.11 CONTRACTS 1. During the quarter ended September 30, 2004, Miller Capital Corporation and Tudor Investments LTD Profit Sharing Plan, which are the principal shareholders of Creative Vistas and which funded all the costs and expenses associated with maintaining the Company, will forgive certain non-interest bearing promissory notes issued by the Company to such shareholders in the principal amount of $28,350. 23 Schedule 3.18 RELATED PARTY TRANSACTIONS 1. During the quarter ended September 30, 2004, Miller Capital Corporation and Tudor Investments LTD Profit Sharing Plan, which are the principal shareholders of Creative Vistas and which funded all the costs and expenses associated with maintaining the Company, will forgive certain non-interest bearing promissory notes issued by the Company to such shareholders in the principal amount of $28,350. 2. During the quarter ended September 30, 2004, the remaining assets of Creative Vistas in the form of cash will be used to pay legal expenses incurred in connection with this Agreement. 24