8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) January 28, 2004 (January 13, 2004)
                                                 -----------------------------------


                          VISTA EXPLORATION CORPORATION
- ------------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          COLORADO                      000-27321                 84-1493152
- --------------------------------- ---------------------- ---------------------------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)                File Number)           Identification No.)


11011 King Street, Suite 260, Overland Park, Kansas                 66210
- ------------------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)



Registrant's telephone number, including area code             (913) 338-5550
                                                  ----------------------------------



                   11952 Farley, Shawnee Mission, Kansas 66213
- ------------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets.

Effective January 13, 2004,  pursuant to an Agreement and Plan of Merger entered
into as of December 31, 2003, (the "Merger  Agreement")  among Vista Exploration
Corporation,  a Colorado corporation ("Vista"), ICOP Acquisition Corporation,  a
Colorado corporation and wholly-owned  subsidiary of Vista ("ICOP Acquisition"),
and ICOP Digital, Inc., a Nevada corporation ("ICOP Digital"),  ICOP Acquisition
was merged  with and into ICOP  Digital,  with ICOP  Digital  continuing  as the
surviving corporation,  with ICOP Digital thereby becoming a subsidiary of Vista
(the  "Merger").  Vista's sole asset  consists of its ownership of ICOP Digital.
Pursuant to the Merger  Agreement,  Vista issued  approximately  14,500,000  new
shares of Vista common stock as consideration for the  approximately  14,500,000
ICOP Digital  shares  issued and  outstanding  immediately  prior to the Merger.
Holders of ICOP  Digital  common  stock  received  one (1) share of Vista common
stock for each issued and outstanding share of ICOP Digital common stock.

The  issuance of shares of Vista  common  stock under the Merger  Agreement,  as
described above, was not registered under the Securities Act of 1933, as amended
(the "Act").  The issuance was  conducted  pursuant to Rule 506 of  Regulation D
promulgated under the Act.

Prior to the  Merger,  ICOP  Digital had been a  privately  owned,  Kansas-based
company  engaged  primarily  in the  design,  development  and  marketing  of an
innovative  in-car digital video recorder  system for use in the law enforcement
industry.  Charles A. Ross, Sr., the principal  stockholder and sole officer and
director  of Vista,  and David C.  Owen,  an  optionholder  of Vista,  were also
stockholders,  officers and  directors of ICOP Digital.  Upon  completion of the
Merger,  Messrs.  Ross and Owen  disposed of all of their  equity  interests  in
Vista. In addition,  Mr. Ross terminated his employment agreement with Vista and
waived all accrued compensation.  The Merger was proposed and completed in order
to enhance  capital  formation  objectives  of ICOP  Digital  and to satisfy the
business objectives of Vista.

Prior to the Merger, Vista received additional capital investments sufficient to
satisfy  all  of  its  outstanding  debts  at  the  time  of  the  merger.  ICOP
Acquisition, as a newly formed entity, had no independent assets or liabilities.
Therefore,  following the Merger,  the assets and  liabilities  of Vista and its
affiliates  were only those of ICOP  Digital and its  subsidiaries  prior to the
Merger.

The foregoing description of the Merger and the Merger Agreement is qualified in
its entirety by reference to the Merger Agreement,  which is included as Exhibit
2.1 to this report, and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

          (a)  Financial Statements of Business Acquired.

          In  accordance  with Item 7(a)(4) of Form 8-K,  the audited  financial
          statements of ICOP Digital,  Inc. (the business  acquired) required by
          Item 7(a) are attached hereto as Exhibit 99.1.

          (b) Pro Forma Financial Information.

          In accordance  with Item 7(b)(2) of Form 8-K, the pro forma  financial
          information required by Item 7(b) is attached hereto as Exhibit 99.2

          (c) Exhibits. The following exhibits are filed herewith:

          2.1  Agreement  and Plan of Merger,  dated as of  December  31,  2003,
               among Vista Exploration Corporation, ICOP Acquisition Corporation
               and ICOP Digital, Inc.

          2.2  Articles of Merger filed with the Secretary of State of Colorado

          2.3  Articles of Merger filed with the Secretary of State of Nevada

          99.1 Audited Financial Statements of ICOP Digital, Inc.

          99.2 Pro Forma Financial Information

Item 8. Change in Fiscal Year.

          Effective  January 14,  2004,  Vista's  fiscal year end will change to
December 31 from March 31.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  January 28, 2004                VISTA EXPLORATION CORPORATION



                                       By: /s/ Charles A. Ross
                                           -------------------------------------
                                             Charles A. Ross, Sr.
                                             Chief Executive Officer

                                  EXHIBIT INDEX

Exhibit Number      Description

      2.1           Agreement and Plan of Merger, dated as of December 31, 2003,
                    among  Vista  Exploration   Corporation,   ICOP  Acquisition
                    Corporation and ICOP Digital, Inc.

      2.2           Articles  of Merger  filed  with the  Secretary  of State of
                    Colorado

      2.3           Articles  of Merger  filed  with the  Secretary  of State of
                    Nevada

      99.1          Audited Financial Statements of ICOP Digital, Inc.

      99.2          Pro Forma Financial Information

EX-2

                                                                     Exhibit 2.1


                          AGREEMENT AND PLAN OF MERGER

                                   dated as of

                                December 31, 2003

                                      among

              VISTA EXPLORATION CORPORATION (a Nevada corporation)

             ICOP ACQUISITION CORPORATION (a Colorado corporation),

                                       and

                    ICOP DIGITAL, INC. (a Nevada corporation)

                                Table of Contents

                                                                            Page


ARTICLE I THE MERGER...........................................................1

         Section 1.1.      The Merger..........................................1
         Section 1.2.      Closing.............................................2
         Section 1.3.      Effective Time......................................2
         Section 1.4.      Effects of the Merger...............................2
         Section 1.5.      Certificate of Incorporation........................2
         Section 1.6.      Bylaws..............................................2
         Section 1.7.      Directors of Surviving Corporation and VISTA........2
         Section 1.8.      Officers of Surviving Corporation and VISTA.........2
         Section 1.9.      Effect on Capital Stock.............................2
                  (a)      Conversion of ICOP Common Stock.....................2
                  (b)      Capital Stock of Merger Sub.........................3
         Section 1.10.     Exchange of Certificates............................3
                  (a)      Exchange at Closing.................................3
                  (b)      No Further Ownership Rights in ICOP Capital Stock...3
                  (c)      Further Assurances..................................3

ARTICLE II COVENANTS RELATING TO CONDUCT OF BUSINESS...........................3

         Section 2.1.      Covenants of ICOP...................................3
         Section 2.2.      Covenants of VISTA and Merger Sub...................5
         Section 2.3.      Advice of Changes; Governmental Filings.............6

ARTICLE III REPRESENTATIONS AND WARRANTIES.....................................6

         Section 3.1.      Representations and Warranties of ICOP..............6
                  (a)      Organization and Standing of ICOP...................6
                  (b)      Authority; No Conflicts.............................6
                  (c)      Capitalization of ICOP and Indebtedness for
                           Borrowed Moneys.....................................7
                  (d)      ICOP Financial Statements...........................7
                  (e)      Present Status......................................8
                  (f)      Litigation..........................................8
                  (g)      Compliance With the Law and Other Instruments.......8
                  (h)      Title to Properties and Assets......................8
                  (i)      Records.............................................8
                  (j)      Absence of Certain Changes or Events................9
                  (k)      Taxes...............................................9
                  (l)      ICOP Benefit Plans..................................9
                  (m)      Finders and Advisors................................9
                  (n)      Vote Required.......................................9
                  (o)      Full Disclosure.....................................9
         Section 3.2.      Representations and Warranties by VISTA.............9
                  (a)      Organization and Standing of VISTA.................10
                  (b)      Authority; No Conflicts............................10


                                       i

                  (c)      Capitalization of VISTA and Indebtedness for
                           Borrowed Moneys....................................11
                  (d)      VISTA SEC Reports and Financial Statements.........11
                  (e)      Present Status.....................................11
                  (f)      Litigation.........................................11
                  (g)      Compliance With the Law and Other Instruments......12
                  (h)      Records............................................12
                  (i)      Absence of Certain Changes or Events...............12
                  (j)      Taxes..............................................12
                  (k)      VISTA Benefit Plans................................12
                  (l)      Finders and Advisors...............................12
                  (m)      Vote Required......................................12
                  (n)      Full Disclosure....................................12
         Section 3.3.      Representations and Warranties of VISTA and
                           Merger Sub.........................................13
                  (a)      Organization and Standing of Merger Sub............13
                  (b)      Authority..........................................13
                  (c)      Non-Contravention..................................13
                  (d)      No Business Activities by Merger Sub...............13

ARTICLE IV ADDITIONAL AGREEMENTS..............................................13

         Section 4.1.      Due Diligence......................................13
         Section 4.2.      Commercially Reasonable Efforts....................13
         Section 4.3.      Restrictions on Transfer of VISTA Stock............14
         Section 4.4.      Expenses...........................................14
         Section 4.5.      Reorganization.....................................14
         Section 4.6.      Continuity of Business.............................14
         Section 4.7.      Cancellation of VISTA Securities...................14
         Section 4.8.      144 Opinions.......................................15
         Section 4.9.      VISTA Board of Directors...........................15
         Section 4.10.     ICOP Options.......................................15

ARTICLE V INDEMNIFICATION.....................................................15

         Section 5.1.      Indemnification....................................15
         Section 5.2.      Notice and Defense of Third-Party Claims...........15
         Section 5.3.      Exclusivity........................................16
         Section 5.4.      Waiver of Consequential Damages....................16

ARTICLE VI CONDITIONS TO CLOSING..............................................16

         Section 6.1.      Conditions to Each Party's Obligation to Effect
                           the Merger.........................................16
                  (a)      Shareholder Approval...............................16
                  (b)      No Injunctions, Restraints or Illegality...........16
         Section 6.2.      Additional Conditions to Obligations of VISTA......16
                  (a)      Representations and Warranties.....................16
                  (b)      Performance of Obligations of ICOP.................16
                  (c)      No ICOP Shareholder Litigation.....................16
                  (d)      Certificate of Officer.............................17
         Section 6.3.      Additional Conditions to Obligations of ICOP.......17
                  (a)      Representations and Warranties.....................17


                                       ii

                  (b)      Performance of Obligations of VISTA................17
                  (c)      Certificate of Officer.............................17

ARTICLE VII TERMINATION AND AMENDMENT.........................................17

         Section 7.1.      Termination........................................17
         Section 7.2.      Effect of Termination..............................18
         Section 7.3.      Amendment..........................................18
         Section 7.4.      Extension; Waiver..................................18

ARTICLE VIII MISCELLANEOUS....................................................18

         Section 8.1.      Nature of Representations and Warranties; Survival.18
         Section 8.2.      Counterparts and Facsimile Signatures..............18
         Section 8.3.      Assignment.........................................18
         Section 8.4.      Entire Agreement...................................19
         Section 8.5.      Governing Law......................................19
         Section 8.6.      Severability.......................................19
         Section 8.7.      Notices............................................19
         Section 8.8.      Attorney Fees......................................20
         Section 8.9.      Certain Definitions................................20



                               SCHEDULES/EXHIBITS

2.1             ICOP Shareholder List
3.1             ICOP Disclosure Schedule - None
3.1(m)          Finders and Advisors
3.2             VISTA Disclosure Schedule - None


                                      iii

                          AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into
this 31st day of December 2003, among VISTA Exploration Corporation, a Colorado
corporation ("VISTA"), ICOP Acquisition Corporation, a Colorado corporation and
newly formed first-tier wholly owned subsidiary of VISTA ("Merger Sub"), and
ICOP Digital, Inc., a Nevada corporation ("ICOP").

                                    RECITALS

          WHEREAS, the respective Boards of Directors of VISTA, Merger Sub, and
ICOP have each determined that the merger of Merger Sub with and into ICOP (the
"Merger") is advisable and is in their best interests and in the best interests
of their respective shareholders, and such Boards of Directors have approved
such Merger, upon the terms and subject to the conditions set forth in this
Agreement, pursuant to which VISTA will issue pro rata to the shareholders of
ICOP, shares of no par value common stock, of VISTA ("VISTA Common Stock") as
set forth in Section 2.1;

          WHEREAS, VISTA, Merger Sub, and ICOP desire to make certain
representations, warranties, covenants and agreements in connection with the
transactions contemplated hereby and also to set forth various conditions to the
transactions contemplated hereby; and

          WHEREAS, for federal income tax purposes it is intended that the
Merger qualify as a tax-free reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations promulgated thereunder, and VISTA, Merger Sub and ICOP intend, by
approving resolutions authorizing this Agreement, to adopt this Agreement as a
plan of reorganization within the meaning of Section 368(a) of the Code and the
regulations promulgated thereunder.

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth herein, and intending to be legally bound
hereby, the parties hereto agree as follows:

                                   ARTICLE I

                                   THE MERGER

          Section 1.1. The Merger. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the corporate laws of Nevada
and Colorado, Merger Sub shall be merged with and into ICOP at the Effective
Time (as defined in Section 1.3). Following the Merger, the separate corporate
existence of Merger Sub shall cease and ICOP shall continue as the surviving
corporation (the "Surviving Corporation") under the name ICOP Digital, Inc. and
shall succeed to and assume all the rights and obligations of Merger Sub in
accordance with the corporate laws of Nevada and Colorado and become a wholly
owned subsidiary of VISTA.

          Section 1.2. Closing. The closing of the Merger (the "Closing") will
take place at 2:00 p.m. Denver, Colorado time on the first business day after
the satisfaction or waiver (subject to applicable law) of the conditions set
forth in Article VII of this Agreement (the "Closing Date"), at the offices of
Ballard Spahr Andrews & Ingersoll, 1225 17th Street, Suite 2300, Denver,
Colorado, unless another date or place is agreed to in writing by the parties
hereto. The parties agree to use all reasonable efforts to close the Merger as
soon as practicable, subject to Article VI hereof.

          Section 1.3. Effective Time. Immediately following the Closing, the
parties shall execute and file a certificate of merger or other appropriate
documents (in any such case, the "Certificate of Merger") in accordance with the
relevant provisions of the corporate laws of Nevada and Colorado and shall make
all other filings or recordings required under the corporate laws of Nevada and
Colorado. The Merger shall become effective at such time as the Certificate of
Merger is duly filed with the Nevada Secretary of State and the Colorado
Secretary of State, or at such subsequent time as the parties shall agree, which
subsequent time shall be specified in the Certificate of Merger (the time the
Merger becomes effective being hereinafter referred to as the "Effective Time").

          Section 1.4. Effects of the Merger. At and after the Effective Time,
the Merger shall have the effects set forth in the corporate laws of Nevada and
Colorado. Without limiting the generality of the foregoing, and subject thereto,
at the Effective Time all the property, rights, privileges, powers and
franchises of ICOP and Merger Sub shall be vested in the Surviving Corporation,
and, except as set forth herein, all debts, liabilities and duties of ICOP and
Merger Sub shall become the debts, liabilities and duties of the Surviving
Corporation.

          Section 1.5. Certificate of Incorporation. At the Effective Time, the
certificate of incorporation of the Surviving Corporation shall consist of the
provisions of the articles of incorporation of ICOP.

          Section 1.6. Bylaws. The bylaws of ICOP as in effect at the Effective
Time shall be the bylaws of the Surviving Corporation until thereafter changed
or amended as provided therein or by applicable law.

          Section 1.7. Directors of Surviving Corporation and VISTA. The
directors of ICOP immediately prior to the Effective Time shall be appointed as
the directors of the Surviving Corporation and VISTA, until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be.

          Section 1.8. Officers of Surviving Corporation and VISTA. The officers
of ICOP immediately prior to the Effective Time shall be the officers of the
Surviving Corporation and VISTA, until the earlier of their resignation or
removal or until their respective successors are duly elected and qualified, as
the case may be.

          Section 1.9. Effect on Capital Stock. At the Effective Time, by virtue
of the Merger:

          (a) Conversion of ICOP Common Stock. The total number of shares of
ICOP Common Stock issued and outstanding immediately prior to the Effective Time
shall be automatically converted into the right to receive the same number of
shares of VISTA Common


                                       2

Stock (the "VISTA Share Issuance"). Certificates representing the shares of
VISTA Common Stock to be issued hereby shall be delivered pro rata to the
shareholders of ICOP at the Closing in exchange for their surrender of all ICOP
Common Stock certificates. At the Effective Time, all such shares of ICOP Common
Stock shall cease to be outstanding and shall automatically be canceled and
retired and shall cease to exist, and ICOP and the shareholders of ICOP shall
thereafter cease to have any rights with respect to such shares of ICOP Common
Stock except to receive a like number of shares of VISTA Common Stock upon
surrender for exchange of the ICOP Common Stock certificates.

          (b) Capital Stock of Merger Sub. Each share of no par value common
stock, of Merger Sub issued and outstanding immediately prior to the Effective
Time shall be automatically converted into and become one fully paid and
nonassessable share of common stock, par value $.01 per share, of the Surviving
Corporation.

          Section 1.10. Exchange of CertificatesExchange at Closing. At or
after the Closing, VISTA shall deliver pro rata to the shareholders of ICOP
certificates aggregating the number of shares of VISTA Common Stock set forth in
Section 2.1(a) and the shareholders of ICOP shall surrender to VISTA all
certificates representing all issued and outstanding shares of ICOP Common
Stock.

          (b) No Further Ownership Rights in ICOP Capital Stock. All shares of
VISTA Common Stock issued upon the surrender of ICOP Common Stock certificates
in accordance with the terms of this Article II shall be deemed to have been
issued and paid in full satisfaction of all rights pertaining to the shares of
ICOP Common Stock theretofore represented by such certificates.

          (c) Further Assurances. If at any time after the Effective Time, any
further assignments or assurances in law or any other things are necessary or
desirable to vest or to perfect or confirm of record in the Surviving
Corporation the title to any property or rights of either ICOP or Merger Sub, or
otherwise to carry out the purposes and provisions of this Agreement, the
officers and directors of the Surviving Corporation are hereby authorized and
empowered, in the name of and on behalf of ICOP and Merger Sub, to execute and
deliver any and all things necessary or proper to vest or perfect or confirm
title to such property or rights in the Surviving Corporation, and otherwise to
carry out the purposes and provisions of this Agreement.

                                   ARTICLE II

                    COVENANTS RELATING TO CONDUCT OF BUSINESS

          Section 2.1. Covenants of ICOP. During the period from the date of
this Agreement and continuing until the Effective Time, ICOP (except as
expressly contemplated or permitted by this Agreement or as otherwise indicated
on the ICOP Disclosure Schedule or as required by a governmental entity of
competent jurisdiction or to the extent that VISTA shall otherwise consent in
writing) will:

          (a) Conduct its affairs and business only in the ordinary course of
business;


                                       3

          (b) Not create or incur any material liabilities other than current
liabilities incurred in the ordinary course of business;

          (c) Not create or incur, or suffer to exist, any mortgage, lien,
pledge, hypothecation, charge, encumbrance, or restriction of any kind which is
not otherwise disclosed in this Agreement;

          (d) Not make any capital expenditures, or capital additions or
betterment, except as many be involved in ordinary repairs, maintenance, and
replacement;

          (e) Not enter into any contract or commitment, except in the ordinary
course of business;

          (f) Maintain its assets and properties in good condition and repair,
and not sell, or otherwise dispose of, any of its material assets or properties,
except sales in the ordinary course of business;

          (g) Not declare or pay any dividend on, or make any other distribution
upon, or purchase, retire, or redeem, any shares of VISTA common stock, or set
aside any funds for any such purpose other than for purposes of consummation of
this Agreement and with the express written consent of ICOP;

          (h) Except as necessary to accomplish the transactions contemplated
herein, not amend its articles of incorporation or bylaws;

          (i) Not issue or sell, or obligate itself to issue or sell any
additional shares of its common or preferred stock, whether or not such shares
have been previously authorized or issued, or issue or sell any warrants,
rights, or options to acquire any such shares, or acquire any stock of any
corporation or any interest in any business enterprise;

          (j) Not amend its certificate of incorporation or bylaws;

          (k) Not discharge or satisfy any material lien, charge, or
encumbrance, nor pay any obligation or liability, absolute or contingent, except
(i) current liabilities shown on ICOP's Financial Statements or current
liabilities incurred since the date of ICOP's Financial Statements in the
ordinary course of business, and (ii) expenses incurred in connection with the
transactions contemplated by this Agreement (including, without limitation,
reasonable attorneys' fees, accounting fees, and costs);

          (l) Use reasonable commercial efforts to preserve its business
organization intact;

          (m) Use reasonable commercial efforts to preserve the goodwill of its
suppliers, customers, and those having business relations with it;

          (n) Except with respect to this transaction, not merge or consolidate,
or obligate itself to do so, with, or into any other entity;


                                       4

          (o) Not enter into any transactions, or take any acts which if
effected or performed prior to the date of this Agreement, would constitute a
breach of the representations, warranties, and agreements contained herein; and

          (p) Not institute, settle, or agree to settle any action or proceeding
before any court or governmental body.

          Section 2.2. Covenants of VISTA and Merger Sub. During the period from
the date of this Agreement and continuing until the Effective Time, VISTA and
Merger Sub (except as expressly contemplated or permitted by this Agreement or
as otherwise indicated on the VISTA Disclosure Schedule or as required by a
governmental entity of competent jurisdiction or to the extent that ICOP shall
otherwise consent in writing) will each:

          (a) Conduct its affairs and business only in the ordinary course of
business;

          (b) Not create or incur any liabilities other than current liabilities
incurred in the ordinary course of business;

          (c) Not create or incur, or suffer to exist, any mortgage, lien,
pledge, hypothecation, charge, encumbrance, or restriction of any kind;

          (d) Not make any capital expenditures or capital additions or
betterment except as many be involved in ordinary repairs, maintenance, and
replacement;

          (e) Not enter into any contract or commitment, except in the ordinary
course of business;

          (f) Not declare or pay any dividend on or make any other distribution
upon, or purchase, retire or redeem, any shares of VISTA Common Stock, or set
aside any funds for any such purpose other than for purposes of consummation of
this Agreement or with the express written consent of ICOP;

          (g) Except as necessary to accomplish the transactions contemplated
herein, not amend its articles of incorporation or bylaws;

          (h) Not issue or sell, or obligate itself to issue or sell any
additional shares of its common or preferred stock, whether or not such shares
have been previously authorized or issued, or issue or sell any warrants,
rights, or options to acquire any such shares, or acquire any stock of any
corporation or any interest in any business enterprise;

          (i) Not pay, or agree to pay, conditionally or otherwise, any bonus,
extra compensation, pension, or severance pay to any director, stockholder,
officer, consultant, agent, or employee under any pension plan or otherwise, or
increase the compensation paid by it to any officer, director, agent,
consultant, or employee other than the expenses in connection with the Merger
and the transactions contemplated herein;


                                       5

          (j) Not enter into any transactions, or take any acts which if
effected or performed prior to the date of this Agreement, would constitute a
breach of the representations, warranties, and agreements contained herein; and

          (k) Not institute, settle, or agree to settle any action or proceeding
before any court or governmental body.

          Section 2.3. Advice of Changes; Governmental Filings. Each party shall
keep the other parties apprised of any material adverse change with respect to
the operation and conduct of its business prior to the Closing Date. VISTA shall
file all reports required to be filed with the SEC and any other governmental
entities between the date of this Agreement and the Effective Time and shall
deliver to ICOP copies of all such reports promptly after the same are filed.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          Section 3.1. Representations and Warranties of ICOP. Except as set
forth in the ICOP Disclosure Schedule attached to this Agreement as Schedule 3.1
(the "ICOP Disclosure Schedule") (each section of which qualifies the
correspondingly numbered representation and warranty to the extent specified
therein) represents and warrants to VISTA as follows:

          (a) Organization and Standing of ICOP. ICOP is a corporation duly
organized and validly existing and in good standing under the laws of the state
of Nevada has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted and is duly
qualified to do business and in good standing in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such
qualification necessary other than in such jurisdictions where the failure to so
qualify would not, either individually or in the aggregate, have a material
adverse effect on ICOP. ICOP has all requisite power and authority to enter into
this Agreement and to carry out and perform the terms and provisions of this
Agreement. ICOP has no direct or indirect interest, either by way of stock
ownership or otherwise, in any other firm, corporation, association or business.
The copies of the certificate of incorporation and bylaws of ICOP which were
previously furnished to VISTA are true, complete and correct copies of such
documents as in effect on the date of this Agreement.

          (b) Authority; No Conflicts.

                    (i)  The execution, delivery and performance of this
               Agreement have been duly authorized by all requisite corporate
               action on the part of ICOP. This Agreement has been executed and
               delivered by ICOP and constitutes valid and binding obligations
               of ICOP enforceable in accordance with its terms (except as
               limited by bankruptcy, insolvency, or other laws affecting the
               enforcement of creditors' rights).

                    (ii) The execution and delivery of this Agreement by ICOP
               does not, and the consummation of the Merger pursuant to this
               Agreement and the other transactions contemplated hereby will
               not, conflict with or result in any violation


                                       6

               of, or constitute a default (with or without notice or lapse of
               time, or both) under, any provision of (A) the certificate of
               incorporation or bylaws of ICOP or (B) any loan or credit
               agreement, note, mortgage, bond, indenture, lease, benefit plan
               or other agreement, obligation, instrument, permit, concession,
               franchise, license, judgment, order, decree, statute, law,
               ordinance, rule or regulation applicable to ICOP or any of its
               properties or assets, except as would not have a material adverse
               effect on ICOP, subject to obtaining the Required Consents
               (defined below).

                    (iii) No consent, approval, order or authorization of, or
               registration, declaration or filing with, any governmental entity
               is required by or is necessary with respect to ICOP in connection
               with its execution and delivery of this Agreement or the
               consummation of the Merger and the other transactions
               contemplated thereby, except for those required under or in
               relation to the corporate laws of Nevada and Colorado with
               respect to the filing of the Articles of Merger with the Colorado
               Secretary of State and Certificate of Merger with the Nevada
               Secretary of State, and such consents, approvals, and filings the
               failure of which to make or obtain would not have a material
               adverse effect on any party hereto. Consents, approvals, and
               filings required under or in relation to any of the foregoing are
               referred to as the "Required Consents."

                    (iv) Except as set forth in the ICOP Disclosure Schedule,
               all material contracts of ICOP shall remain in full force and
               effect following, and notwithstanding the consummation of, the
               Merger.

          (c) Capitalization of ICOP and Indebtedness for Borrowed Moneys. ICOP
is duly and lawfully authorized by its articles of incorporation to issue (i)
50,000,000 shares of ICOP common stock, $.01 par value per share, of which as of
the date hereof there are issued and outstanding 14,539,500 shares, and (ii)
5,000,000 shares of ICOP preferred stock, $.01 par value per share, of which as
of the date hereof none are issued and outstanding. The issued and outstanding
shares are held by the ICOP shareholders identified in Schedule 2.1. All the
outstanding shares of ICOP common and preferred stock have been duly authorized
and validly issued and are fully paid and nonassessable and free of preemptive
rights. ICOP has no treasury stock and no other authorized series or class of
stock. ICOP has an employee stock option plan for the issuance of up to
2,500,000 shares of ICOP common stock. ICOP has issued options for 2,500,000
shares under the plan all of which are vested. ICOP is not obligated to issue
any additional capital stock or voting securities as a result of any options,
warrants, rights, conversion rights, obligations upon default, subscription
agreements or other obligations of any kind. ICOP is not presently liable on
account of any indebtedness for borrowed moneys, except as reflected in the ICOP
Financial Statements (as defined below) or the ICOP Disclosure Schedule.

          (d) ICOP Financial Statements. ICOP has furnished to VISTA its audited
balance sheet as of December 31, 2002, its audited statements of income and
retained earnings and cash flows for each of the two years ended December 31,
2002 and its unaudited balance sheet as of September 30, 2003, and its unaudited
statements of income and cash flows for the nine months ended September 30, 2003
(collectively, the "ICOP Financial Statements"). All of the ICOP


                                       7

Financial Statements present fairly, in all material respects, the financial
position of ICOP as of the respective balance sheet dates and the results of its
operations and cash flows for the respective periods specified therein. The ICOP
Financial Statements have been prepared in accordance with generally accepted
accounting principles ("GAAP") applied on a consistent basis.

          (e) Present Status. Except as otherwise disclosed in the ICOP
Disclosure Schedule, from September 30, 2003 to the date of this Agreement, ICOP
has not incurred any liabilities that are of a nature that would be required to
be disclosed on a balance sheet of ICOP or the notes thereto prepared in
accordance with GAAP, other than liabilities incurred in the ordinary course of
business of ICOP and which do not have a material adverse effect on ICOP.

          (f) Litigation. Except as disclosed in the ICOP Financial Statements
or Schedule 3.1(f) hereto, there are no legal actions, suits, arbitrations or
other legal or administrative proceedings pending or, to the knowledge of ICOP,
threatened against ICOP which are material to ICOP. In addition, ICOP is not
aware of any facts, which to the best of its knowledge would reasonably be
expected to result in any action, suit, arbitration or other proceeding, which
would reasonably be expected to be material to ICOP. ICOP is not in default of
any judgment, order or decree of any court or, in any material respect of, any
requirements of a government agency or instrumentality, except as set forth in
the ICOP Financial Statements or on the ICOP Disclosure Schedule.

          (g) Compliance With the Law and Other Instruments. The business
operations of ICOP have been and are being conducted in all material respects in
compliance with all applicable laws, rules, and regulations. ICOP is not in
violation of, or in default under, any term or provision of its certificate of
incorporation or its bylaws or in any material respect of any lien, mortgage,
lease, agreement, instrument, order, judgment or decree.

          (h) Title to Properties and Assets. Except as set forth on Schedule
3.1(h), ICOP has good and defensible title to all of its material properties and
assets including, without limitation, those reflected in the ICOP Financial
Statements and those used or located on property controlled by ICOP in its
business (except assets leased or sold in the ordinary course of business),
subject to no mortgage, pledge, lien, charge, security interest, encumbrance or
restriction except those which (a) are disclosed in the ICOP Financial
Statements as securing specified liabilities; or (b) do not materially adversely
affect the use thereof. Except as set forth on Schedule 3.1(h), ICOP owns, free
and clear of any liens, claims, encumbrances, royalty interests, or other
restrictions or limitations of any nature whatsoever, intellectual property,
including trade secrets, copyrights, procedures, techniques, business plans,
methods of management, or other information, used in connection with ICOP's
business. The products and services ICOP markets, or plans to market, and its
plan of operation do not infringe on the patents, copyrights, trade secrets, or
other proprietary rights of any third person.

          (i) Records. To the best of ICOP's knowledge, the books of account and
other records of ICOP are complete and correct in all material respects, and
there have been no material transactions involving the business of ICOP which
properly should have been set forth in such records, other than those set forth
therein.


                                       8

          (j) Absence of Certain Changes or Events. Except as set forth in
Schedule 3.1(j), since September 30, 2003 (i) there has not been any material
adverse change in the condition (financial or otherwise), properties, assets,
liabilities or, to the best of ICOP's knowledge, the present or prospective
status of the business of ICOP, and (ii) ICOP has not declared or paid any
dividend or made any other distribution in respect of any of its capital stock
or repurchased or redeemed or otherwise acquired any shares of its capital stock
or obligated itself to do any of the foregoing.

          (k) Taxes. Except as set forth in Schedule 3.1(k) hereto, ICOP has
duly filed all federal, state, county, local and foreign income, franchise,
excise, real and personal property and other tax returns and reports (including,
but not limited to, those relating to social security, withholding, unemployment
insurance and occupation (sales) and use taxes) required to have been filed up
to the date hereof. All of the foregoing returns are true and correct in all
material respects and ICOP has paid or provided for all taxes, interest and
penalties shown on such returns or reports as being due. ICOP has no liability
for any amount of taxes, interest or penalties of any nature whatsoever, except
for those taxes which may have arisen up to the Closing Date in the ordinary
course of business and are properly accrued on the books of ICOP as of the
Closing Date.

          (l) ICOP Benefit Plans. ICOP has employee Benefit Plans subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

          (m) Finders and Advisors. Except as set forth in Schedule 3.1(m),
there are no investment bankers, brokers, finders or other intermediaries which
have been retained by or are authorized to act on behalf of ICOP who might be
entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.

          (n) Vote Required. The affirmative vote of the holders of 50% of the
outstanding shares of ICOP common stock (the "Required ICOP Vote") is the only
vote of the shareholders of ICOP required to approve the Merger. ICOP has
already obtained the Required ICOP Vote as of the date of this Agreement
pursuant to a shareholder consent as provided by the general Corporation Laws of
Nevada.

          (o) Full Disclosure. This Agreement and any schedules and certificates
delivered by ICOP in connection herewith or with the transactions contemplated
hereby, taken as a whole, neither contain any untrue statement of a material
fact nor omit to state any 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. To the best of ICOP's knowledge,
there are no facts which (individually or in the aggregate) materially adversely
affect the business, prospects, assets, liabilities, financial condition or
operations of ICOP that have not been set forth in this Agreement, the schedules
hereto or in other documents delivered by ICOP in connection herewith which ICOP
should reasonably recognize (i) are not known to VISTA, and (ii) would if known
be material to VISTA with respect to this Agreement and the transactions
provided for herein.

          Section 3.2. Representations and Warranties by VISTA. Except as set
forth in the VISTA Disclosure Schedule attached to this Agreement as Schedule
3.2 (the "VISTA Disclosure


                                       9

Schedule") (each section of which qualifies the correspondingly numbered
representation and warranty or covenant to the extent specified therein), VISTA
hereby represents and warrants to ICOP as follows:

          (a) Organization and Standing of VISTA. VISTA is a corporation duly
organized and validly existing and in good standing under the laws of the State
of Colorado, has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, and is duly
qualified to do business and is in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties make
such qualification necessary other than in jurisdictions where the failure to so
qualify would not, either individually or in the aggregate, be materially
adverse to VISTA. VISTA has all requisite power and authority to enter into this
Agreement and to carry out and perform the terms and provisions of this
Agreement. VISTA has no direct or indirect interest, either by way of stock
ownership or otherwise, in any other firm, corporation, association or business
other than Merger Sub. The copies of the articles of incorporation and bylaws of
VISTA which were previously furnished to ICOP are true, complete and correct
copies of such documents as in effect on the date of this Agreement.

          (b) Authority; No Conflicts.

                    (i)  The execution, delivery and performance of this
               Agreement have been duly authorized by all requisite corporate
               action on the part of VISTA. This Agreement has been executed and
               delivered by VISTA and constitutes a valid and binding obligation
               of VISTA enforceable in accordance with its terms (except as
               limited by bankruptcy, insolvency, or other laws affecting the
               enforcement of creditors' rights).

                    (ii) The execution and delivery of this Agreement by VISTA
               does not, and the consummation by VISTA of the Merger and the
               other transactions contemplated hereby will not, conflict with or
               result in a violation or constitute a default (with or without
               notice or lapse of time, or both) under, any provision of (A) any
               provision of the articles of incorporation or bylaws of VISTA,
               (B) any loan or credit agreement, note, mortgage, bond,
               indenture, lease, benefit plan or other agreement, obligation,
               instrument, permit, concession, franchise, license, judgment,
               order, decree, statute, law, ordinance, rule or regulation
               applicable to VISTA or any of its properties or assets, except as
               would not be materially adverse to VISTA.

                    (iii) No consent, approval, order or authorization of, or
               registration, declaration or filing with, a governmental entity
               is required by or with respect to VISTA in connection with the
               execution and delivery of this Agreement by VISTA or the
               consummation of the Merger and the other transactions
               contemplated hereby, except for such consents, approvals, orders,
               authorizations, registrations, declarations and filings the
               failure of which to make or obtain would not be materially
               adverse to VISTA.


                                       10

                    (iv) Except as set forth in the VISTA Disclosure Schedule,
               all material contracts of VISTA, if any, shall remain in full
               force and effect following, and notwithstanding the consummation
               of, the Merger.

          (c) Capitalization of VISTA and Indebtedness for Borrowed Moneys.
VISTA is duly and lawfully authorized by its articles of incorporation to issue
50,000,000 shares of VISTA Common Stock, of which as of the date hereof there
are 1,790,000 shares issued and outstanding (after the sale and cancellation of
VISTA Common Stock referred to in Section 4.7). All the outstanding shares of
VISTA Common Stock have been duly authorized and validly issued and are fully
paid and nonassessable and free of preemptive rights. VISTA is authorized by its
articles of incorporation to issue 5,000,000 shares of VISTA Preferred Stock, of
which as of the date hereof, there are no shares outstanding. VISTA has no other
authorized class of stock. VISTA has issued options to purchase 2,000,000 shares
of VISTA Common Stock for $.10 per share which options are to be cancelled
pursuant to Section 4.7 of this Agreement. Except with respect to this
Agreement, VISTA is not obligated to issue any additional capital stock or
voting securities as a result of any options, warrants, rights, conversion
rights, obligations upon default, subscription agreement or other obligation of
any kind. VISTA is not presently liable on account of any indebtedness for
borrowed moneys.

          (d) VISTA SEC Reports and Financial Statements. VISTA is current with
all reports, schedules, forms, statements and other documents required to be
filed with the SEC (collectively, including all exhibits thereto, the "VISTA SEC
Reports") other than filings the failure of which to make would not be
materially adverse to VISTA. None of the VISTA SEC Reports, as of their
respective dates (and, if amended or superseded by filings prior to the date of
this Agreement or the Closing Date, then on the date of such filing), contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. Each of
the financial statements (including the related notes) included in the VISTA SEC
Reports presents fairly, in all material respects, the financial position of
VISTA as of the respective dates or for the respective periods set forth
therein, all in accordance with GAAP consistently applied during the periods
involved except as otherwise noted therein. All of such VISTA SEC Reports, as of
their respective dates (and as of the date of any amendment to the respective
VISTA SEC Report), complied as to form in all material respects with the
applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder.

          (e) Present Status. Except as otherwise disclosed in the VISTA SEC
Reports or the VISTA Disclosure Schedule, from September 30, 2003 to the date of
this Agreement, VISTA has not incurred any liabilities that are of a nature that
would be required to be disclosed on a balance sheet of VISTA or the notes
thereto prepared in accordance with GAAP, other than liabilities incurred in the
ordinary course of business of VISTA and which do not have a material adverse
effect on VISTA.

          (f) Litigation. There are no legal actions, suits, arbitrations, or
other legal or administrative proceedings pending or, to the knowledge of VISTA,
threatened against VISTA


                                       11

which are material to VISTA. VISTA is not in default of any judgment, order or
decree of any court or, in any material respect of, any requirements of a
government agency or instrumentality.

          (g) Compliance With the Law and Other Instruments. The business
operations of VISTA have been and are being conducted in compliance in all
material respects with all applicable laws, rules, and regulations of all
authorities. VISTA is not in violation of, or in default under, any term or
provision of its articles of incorporation or its bylaws or in any material
respect of any lien, mortgage, lease, agreement, instrument, order, judgment or
decree.

          (h) Records. To the best of VISTA's knowledge, the books and other
records of VISTA are complete and correct in all material respects, and there
have been no material transactions involving the business of VISTA which
properly should have been set forth in such records, other than those set forth
therein.

          (i) Absence of Certain Changes or Events. Since September 30, 2003,
(i) there has not been any material adverse change in the condition (financial
or otherwise), properties, assets, liabilities or, to the best of VISTA's
knowledge, the present or prospective status of the business of VISTA, and (ii)
VISTA has not declared or paid any dividend or made any other distribution in
respect of any of its capital stock.

          (j) Taxes. VISTA has duly filed all federal, state, county, local and
foreign income, franchise, excise, real and personal property and other tax
returns and reports (including, but not limited to, those relating to social
security, withholding, unemployment insurance, and occupation (sales) and use
taxes) required to have been filed by VISTA up to the date hereof.

          (k) VISTA Benefit Plans. VISTA has no employee Benefit Plans subject
to ERISA.

          (l) Finders and Advisors. There are no investment bankers, brokers,
finders or other intermediaries which have been retained by or are authorized to
act on behalf of VISTA who might be entitled to any fee or commission in
connection with the transactions contemplated by this Agreement.

          (m) Vote Required. The affirmative vote of the holders of the majority
of the outstanding shares of Merger Sub common stock (the "Required Merger Sub
Vote") is the only vote of the shareholders of Merger Sub required to approve
the Merger. Merger Sub has already obtained the Required Merger Sub Vote as of
the date of this Agreement.

          (n) Full Disclosure. To the best of VISTA's knowledge, this Agreement,
and any Schedules and certificates delivered by VISTA in connection herewith or
with the transactions contemplated hereby, taken as a whole, neither contain any
untrue statement of a material fact nor omit to state any 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. To the
best of VISTA's knowledge, there are no facts which (individually or in the
aggregate) materially adversely affect the business, prospects, assets,
liabilities, financial condition or operations of VISTA that have not been set
forth in this Agreement, the Schedules hereto, the VISTA SEC Reports or in other
documents delivered by VISTA in connection herewith which VISTA should
reasonably recognize (i) are not known to ICOP, and (ii) would if known be
material to ICOP with respect to this Agreement and the transactions provided
for herein.


                                       12

          Section 3.3. Representations and Warranties of VISTA and Merger Sub.
VISTA and Merger Sub represent and warrant to ICOP as follows:

          (a) Organization and Standing of Merger Sub. Merger Sub is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Colorado. Merger Sub is a wholly owned subsidiary of VISTA.

          (b) Authority. Merger Sub has all requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance by Merger Sub of
this Agreement and the consummation by Merger Sub of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Merger Sub. This Agreement has been duly executed and delivered
by Merger Sub and constitutes a valid and binding agreement of Merger Sub,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors generally.

          (c) Non-Contravention. The execution, delivery and performance by
Merger Sub of this Agreement and the consummation by Merger Sub of transactions
contemplated hereby do not and will not contravene or conflict with the articles
of incorporation or bylaws of Merger Sub.

          (d) No Business Activities by Merger Sub. Merger Sub has not conducted
any activities other than in connection with the organization of Merger Sub, the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated hereby.

                                   ARTICLE IV

                              ADDITIONAL AGREEMENTS

          Section 4.1. Due Diligence. Each party shall provide the others with
adequate opportunity to conduct such reviews and examinations of the business,
properties and conditions (financial and otherwise) of the others as each party
shall deem prudent, provided that such investigations shall not interfere
unreasonably with the normal operations of the party being reviewed.

          Section 4.2. Commercially Reasonable Efforts.

          (a) Subject to the terms and conditions of this Agreement, each party
will use its commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate the Merger and the
other transactions contemplated by this Agreement as soon as practicable after
the date hereof.

          (b) In furtherance and not in limitation of the covenants of the
parties contained in Section 4.2(a), if any administrative or judicial action or
proceeding, including any proceeding by a private party, is instituted (or
threatened to be instituted) challenging any transaction contemplated by this
Agreement, each of the parties shall cooperate in all respects with each


                                       13

other and use its respective commercially reasonable efforts to contest and
resist any such action or proceeding and to have vacated, lifted, reversed or
overturned any decree, judgment, injunction or other order, whether temporary,
preliminary or permanent, that is in effect and that prohibits, prevents or
restricts consummation of the transactions contemplated by this Agreement.

          Section 4.3. Restrictions on Transfer of VISTA Stock. The VISTA Common
Stock to be issued to the shareholders of ICOP listed on Schedule 2.1 are not
registered under the Securities Act and are being issued pursuant to an
exemption from registration. The certificates representing the shares of VISTA
Common Stock to be issued to the shareholders of ICOP pursuant to this Agreement
shall be stamped or otherwise imprinted with a legend substantially similar to
the following:

               THE SHARES REPRESENTED BY THIS CERTIFICATE
               HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
               ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED
               SECURITIES" AS THAT TERM IS DEFINED IN RULE
               144 OF THE ACT. THE SHARES MAY NOT BE OFFERED
               FOR SALE, SOLD OR OTHERWISE TRANSFERRED,
               ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT
               PURSUANT TO AN EFFECTIVE REGISTRATION
               STATEMENT UNDER THE ACT OR PURSUANT TO AN
               EXEMPTION FROM REGISTRATION UNDER ACT, THE
               AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO
               THE SATISFACTION OF THE COMPANY.

          Section 4.4. Expenses. Each party shall be responsible for its own
expenses including, but not limited to, legal and accounting fees, incurred with
respect to this Agreement and the transactions provided for herein.

          Section 4.5. Reorganization. Each party shall each use commercially
reasonable efforts to cause the Merger to be treated as a reorganization within
the meaning of Section 368(a) of the Code. From and after the date of this
Agreement and after the Effective Time, each party shall use its commercially
reasonable efforts to cause the Merger to qualify as such and shall not
knowingly take any actions or cause any actions to be taken which could prevent
the Merger from qualifying as a reorganization under the provisions of Section
368(a) of the Code.

          Section 4.6. Continuity of Business. Following the Merger, VISTA
intends to cause the Surviving Corporation to continue to a significant extent
the historic business of ICOP or to use a significant portion of the historic
business assets of ICOP in the business substantially the same as the business
conducted by ICOP prior to the Closing.

          Section 4.7. Cancellation of VISTA Securities. On or before closing,
Charles A. Ross, Sr., Owen Enterprises, LLC and Laredo Enterprises, LLC shall
collectively cancel all options issued to them by VISTA totaling 2,000,000
options. Additionally, Charles A. Ross, Sr., shall return to VISTA for
cancellation all VISTA shares owned by him totaling 500,000 shares.


                                       14

          Section 4.8. 144 Opinions. Any time after the Effective Date, VISTA
shall promptly, upon request of any shareholder holding VISTA stock
certificate(s) containing a Rule 144 legend, issue or have issued necessary
opinions and instructions to the transfer agent to permit removal of such legend
from the stock certificate(s) as may be requested in accordance with Rule 144.
The requesting shareholder shall be required to pay any reasonable expenses of
such removal including attorney's fees for the necessary opinions.
Notwithstanding anything to the contrary herein, for purposes of this Section
4.8, shareholders requesting 144 legend removal shall be deemed to be third
party beneficiaries under this Agreement and the provisions of this Section 4.8
shall survive any termination of this Agreement.

          Section 4.9. VISTA Board of Directors. At the Effective Time, VISTA
shall cause the Board of Directors of VISTA to consist of Charles A. Ross, Sr.,
David C. Owen, Kenneth L. McCoy and Roger L. Mason.

          Section 4.10. ICOP Options. At the Effective Time, VISTA shall cause
the Board of Directors to take all actions necessary and proper to convert the
ICOP Options to rights in VISTA Common Stock pursuant to any of the agreements,
contracts or plans governing the ICOP Options.

                                   ARTICLE V

                                 INDEMNIFICATION

          Section 5.1. Indemnification. Each party agrees to and shall defend,
indemnify and hold harmless each of the other parties and each of the other
parties' stockholders, officers, directors, employees, counsel, agents,
successors, assigns and legal representatives (each of the other parties and
such other persons collectively referred to as the "Indemnified Persons") from
and against, and shall reimburse the Indemnified Persons for, each and every
Loss (defined in Section 8.9(c)) paid, imposed on or incurred by the Indemnified
Persons, or any claim by a third party against an Indemnified Person, resulting
from or arising out of any inaccuracy in any representation or warranty of the
Indemnifying Party (defined below) under this Agreement, the Disclosure or other
schedules hereto, or any certificate delivered or to be delivered by the
Indemnifying Party pursuant hereto.

          Section 5.2. Notice and Defense of Third-Party Claims. If any
proceeding shall be brought or asserted under this Article against an
Indemnified Person in respect of which indemnity may be sought under this
Article from another party or any successor thereto (the "Indemnifying Party"),
the Indemnified Person shall give prompt written notice of such proceeding to
the Indemnifying Party who shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Person and the
payment of all expenses; provided, that any delay or failure to so notify the
Indemnifying Party shall relieve the Indemnifying Party of its obligations
hereunder only to the extent, if at all, that the Indemnifying Party is
prejudiced by reason of such delay or failure. In no event shall any Indemnified
Person be required to make any expenditure or bring any cause of action to
enforce the Indemnifying Party's obligations and liability under and pursuant to
the indemnifications set forth in this Article. Actual or threatened action is
not a condition or prerequisite to the Indemnifying Party's obligations under
this Article.


                                       15

          Section 5.3. Exclusivity. After the Effective Time, the provisions of
this Article shall be the exclusive basis for the assertion of claims by or
imposition of liability on the parties hereto arising under or as a result of
this Agreement; provided, however, nothing herein shall preclude a party from
asserting a claim for equitable non-monetary remedies.

          Section 5.4. Waiver of Consequential Damages. With respect to any and
all Losses for which indemnification may be available, each party hereby
expressly waives any consequential and punitive damages with respect to a claim
against the Indemnifying Party; provided, however, that this waiver shall not
apply to the extent such consequential or punitive damages are awarded in a
proceeding brought or asserted by a third party against an Indemnified Person.

                                   ARTICLE VI

                              CONDITIONS TO CLOSING

          Section 6.1. Conditions to Each Party's Obligation to Effect the
Merger. Except as may be waived in writing by the parties, all of the
obligations of the parties under this Agreement are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions:

          (a) Shareholder Approval. ICOP shall have obtained the Required ICOP
Vote and Merger Sub shall have obtained the Required Merger Sub Vote in
connection with the approval of the Merger.

          (b) No Injunctions, Restraints or Illegality. No laws shall have been
adopted or promulgated, and no temporary restraining order, preliminary or
permanent injunction or other order issued by a court or other governmental
entity of competent jurisdiction shall be in effect, having the effect of making
the Merger illegal or otherwise prohibiting consummation of the Merger,
provided, however, that the provisions of this Section 6.1(b) shall not be
available to any party whose failure to fulfill its obligations pursuant to
Section 4.2 shall have been the cause of, or shall have resulted in, such order
or injunction.

          Section 6.2. Additional Conditions to Obligations of VISTA. The
obligations of VISTA to effect the Merger are subject to the satisfaction of, or
waiver by VISTA, on or prior to the Closing Date of the following conditions:

          (a) Representations and Warranties. The representations and warranties
of ICOP set forth in Sections 3.1 shall be true and correct in all material
respects as of the Closing Date as if made on the Closing Date subject to any
changes contemplated by this Agreement.

          (b) Performance of Obligations of ICOP. ICOP shall have performed or
complied in all material respects with all agreements and covenants required to
be performed by it under this Agreement at or prior to the Closing Date.

          (c) No ICOP Shareholder Litigation. There shall be no legal actions,
suits, arbitrations or other proceedings brought by one or more shareholder of
ICOP pending or threatened by which the Merger could be materially delayed or
prevented.


                                       16

          (d) Certificate of Officer. ICOP shall have delivered to VISTA
certificates dated as of the Closing Date, and verified by the oath of its
president, certifying to the fulfillment of the conditions specified in
subsections (a), (b) and (c) of this Section 6.2.

          Section 6.3. Additional Conditions to Obligations of ICOP. The
obligations of ICOP to effect the Merger are subject to the satisfaction of, or
waiver by ICOP, on or prior to the Closing Date of the following conditions:

          (a) Representations and Warranties. The representations and warranties
of VISTA set forth in Section 3.2 and the representations and warranties of
VISTA and Merger Sub set forth in Section 3.3 shall be true and correct in all
respects as of the Closing Date as if made on the Closing Date, subject to any
changes contemplated by this Agreement.

          (b) Performance of Obligations of VISTA. VISTA shall have performed or
complied in all material respects with all agreements and covenants required to
be performed by it under this Agreement at or prior to the Closing Date.

          (c) Certificate of Officer. VISTA shall have delivered to ICOP a
certificate dated as of the Closing Date and verified by the oath of its
president certifying to the fulfillment of the conditions specified in
subsections (a) and (b) of this Section 6.3.

                                  ARTICLE VII

                            TERMINATION AND AMENDMENT

          Section 7.1. Termination. This Agreement may be terminated at any time
prior to the Effective Time whether before or after approval of the Merger by
the shareholders of ICOP, as follows:

          (a) by mutual written consent of VISTA, Merger Sub and ICOP, by action
of their respective Boards of Directors;

          (b) by ICOP or by VISTA if the Effective Time shall not have occurred
on or before January 31, 2004 (the "Termination Date"); provided, however, that
the right to terminate this Agreement under this Section 7.1(b) shall not be
available to a party whose failure to fulfill any obligation under this
Agreement (including without limitation Section 4.2) has to any extent been the
cause of, or resulted in, the failure of the Effective Time to occur on or
before the Termination Date;

          (c) By VISTA if there has been a material breach of a representation,
warranty, covenant or agreement contained in this Agreement on the part of ICOP,
and as a result of such breach the conditions precedent set forth in Section 6.1
or Section 6.2, as the case may be, would not then be satisfied; provided,
however, that if such breach is curable by ICOP through the exercise of
commercially reasonable efforts within the earlier of (i) thirty days from the
receipt of notice of breach by ICOP from VISTA or (ii) January 31, 2004, then
for so long as ICOP continues to exercise such commercially reasonable efforts,
VISTA may not terminate this Agreement under this Section 7.1(c) unless the
breach is not cured in full within such time period; and


                                       17

          (d) By ICOP if there has been a material breach of a representation,
warranty, covenant or agreement contained in this Agreement on the part of
VISTA, and as a result of such breach the conditions precedent set forth in
Section 6.1 or Section 6.3, as the case may be, would not then be satisfied;
provided, however, that if such breach is curable by VISTA through the exercise
of commercially reasonable efforts within the earlier of (i) thirty days from
receipt of notice of breach by VISTA from ICOP or (ii) January 31, 2004, then
for so long as VISTA continues to exercise such commercially reasonable efforts,
ICOP may not terminate this Agreement under this Section 7.1(d) unless the
breach is not cured in full within such time period.

          Section 7.2. Effect of Termination.

          (a) In the event of termination of this Agreement by ICOP or by VISTA
as provided in Section 7.1, this Agreement shall forthwith become void and there
shall be no liability or obligation on the part of VISTA or ICOP or their
respective employees, officers, directors or counsel, except with respect to
this Section 7.2.

          Section 7.3. Amendment. This Agreement may be amended by the parties,
by action taken or authorized by their respective Boards of Directors, at any
time but no amendment shall be made which by law requires approval by
shareholders of ICOP or VISTA. This Agreement may not be amended except by an
instrument in writing signed on behalf of all of the parties.

          Section 7.4. Extension; Waiver. At any time prior to the Effective
Time, the parties, by action taken or authorized by their respective Boards of
Directors, may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties, (ii)
waive any inaccuracies in the representations and warranties contained herein or
in any document delivered pursuant hereto and (iii) waive compliance with any of
the agreements or conditions contained herein. Any agreement on the part of a
party to any such extension or waiver shall be valid only if set forth in a
written instrument signed by that party. The failure of a party to assert any of
its rights under this Agreement or otherwise shall not constitute a waiver of
those rights.

                                  ARTICLE VIII

                                  MISCELLANEOUS

          Section 8.1. Nature of Representations and Warranties; Survival. The
representations and warranties of the parties under this Agreement shall survive
for a period of one year from the Closing Date.

          Section 8.2. Counterparts and Facsimile Signatures. In order to
facilitate the execution of this Agreement, the same may be executed in any
number of counterparts and signature pages may be delivered by telefax, with
original executed signature pages to be furnished promptly thereafter.

          Section 8.3. Assignment. Neither this Agreement nor any right created
hereby shall be assignable by any party without the prior written consent of the
other parties. Other than as provided in Section 4.8, nothing in this Agreement,
express or implied, is intended to confer


                                       18

upon any person, other than the parties hereto and their respective successors
and assigns, any rights or remedies under or by reason of this Agreement.

          Section 8.4. Entire Agreement. This Agreement, the schedules and
exhibits hereto, and the other documents delivered hereunder constitute the full
and entire understanding and agreement among the parties with regard to the
subject hereof and no party shall be liable or bound to any other in any manner
by any representations, warranties, covenants or agreements except as
specifically set forth herein. All prior agreements and understandings are
superseded by this Agreement and the schedules and exhibits hereto.

          Section 8.5. Governing Law. This Agreement shall be governed by the
laws of the State of Colorado.

          Section 8.6. Severability. In case any provision of this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

          Section 8.7. Notices. Any notice, communication, request, reply or
advice, hereinafter severally and collectively called "notice," in this
Agreement provided or permitted to be given, made or accepted by a party to
another must be in writing and may be given by personal delivery or U.S. mail or
confirmed telefax. If given by mail, such notice must be sent by registered or
certified mail, postage prepaid, mailed to the party at the respective address
set forth below, and shall be effective only if and when received by the party
to be notified. For purposes of notice, the addresses of the parties shall,
until changed as hereinafter provided, be as follows:

                        If to VISTA or ICOP Acquisition Corporation:

                                Mr. Charles A. Ross, Sr.
                                11952 Farley.
                                Shawnee Mission, Kansas 66213

                                With a copy to:

                                Roger V. Davidson, Esq.
                                Ballard Spahr Andrews & Ingersoll, LLP
                                1225 17th Street, Suite 2300
                                Denver, Colorado 80202-5596

                        If to ICOP:

                                David C. Owen, CFO
                                ICOP Digital, Inc.
                                11011 King Street, Suite 260
                                Overland Park, Kansas 66210

                                With copies to:


                                       19

                                Gary D. Gilson, Esq.
                                Blackwell Sanders Pepar Martin, LLP
                                2300 Main Street, Suite 100
                                Kansas City, Missouri 64108
                                Facsimile: (816) 983-9141

or at such other address or telefax number as any party may have advised the
others in writing.

          Section 8.8. Attorney Fees. In the event any party hereto institutes a
proceeding against any other party hereto for a claim arising out of or to
enforce this Agreement, the parties agree that the judge in any such proceeding
shall be entitled to determine the extent to which any party shall pay the
reasonable attorneys' fees incurred by the other party in connection with such
proceeding, which determination shall take into consideration the outcome of
such proceeding and such other factors as the judge may determine to be
equitable in the circumstances.

          Section 8.9. Certain Definitions.

          (a) "Person" means an individual, corporation, limited liability
company, partnership, association, trust, unincorporated organization, other
entity or group (as defined in the Exchange Act).

          (b) "Knowledge" means (i) with respect to ICOP, the actual conscious
knowledge of the officers of ICOP, and (ii) with respect to VISTA, the actual
conscious knowledge of Charles A. Ross, Sr.

          (c) "Loss" means any loss, damage, injury, diminution in value,
liability, claim, demand, proceeding, judgment, punitive damage, fine, penalty,
tax, cost or expense (including reasonable costs of investigation and the fees,
disbursements and expenses of attorneys, accountants and other professionals
incurred in proceedings, investigations or disputes involving third parties,
including governmental agencies).

                        [SPACE LEFT INTENTIONALLY BLANK]


                                       20

          IN WITNESS WHEREOF, this Agreement is hereby duly executed by each
party hereto as of the date first written above.

VISTA                                      Merger Sub
VISTA EXPLORATION CORPORATION              ICOP ACQUISITION CORPORATION


By:  /s/ Charles A. Ross                   By:  /s/ Charles A. Ross
   ----------------------------------         ----------------------------------
   Charles A. Ross, Sr.                       Charles A. Ross, Sr.
   Its President                              Its President

ICOP
ICOP Digital, Inc.


By:  /s/ David C. Owen
   ----------------------------------
   David C. Owen
   Its Chief Financial Officer


                                       21

                                  SCHEDULE 2.1

                                ICOP SHAREHOLDERS

- ------------------------------------------------------------ ---------------------------------------------------------
                           Name                                            # of Shares of Common Stock
- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------

- ------------------------------------------------------------ ---------------------------------------------------------


                                    2.1 - 1

                                  Schedule 3.1

ICOP DISCLOSURE SCHEDULE: none


                                    3.1 - 1

SCHEDULE 3.1(m)

FINDERS AND ADVISORS: none


                                   3.1(m) - 1

                                  Schedule 3.2

VISTA DISCLOSURE SCHEDULE:


                                    5.9 - 1

EX-2

                                                                     Exhibit 2.2


                              ARTICLES OF MERGER OF

                          ICOP ACQUISITION CORPORATION

                             AND ICOP DIGITAL, INC.

          Pursuant to the provisions of section 7-111-107 and 7-111-105 of the
Colorado Business Corporation Act, the undersigned corporations hereby adopt the
following Articles of Merger and have caused the President of their respective
corporations to execute these Articles of Merger for the purpose of filing with
the Colorado Secretary of State.

                           ARTICLE I. PLAN OF MERGER

          A.   ICOP Acquisition Corporation, a Colorado corporation ("Merger
               Sub"), was merged with and into ICOP Digital, Inc., a Nevada
               corporation, upon the filing of these Articles of Merger.

          B.   Following the merger, the separate corporate existence of Merger
               Sub shall cease and ICOP shall continue as the Surviving
               Corporation under the name ICOP Digital, Inc. and shall succeed
               to and assume all the rights and obligations of Merger Sub in
               accordance with the corporate laws of Nevada and Colorado and
               become a wholly-owned subsidiary of Vista Exploration
               Corporation, a Colorado corporation.

          C.   At the effective date of the merger, upon filing the Articles of
               Merger, all the property, rights, privileges, powers and
               franchises of ICOP and Merger Sub shall be vested in the
               surviving corporation and all debts, liabilities and duties of
               the Merger Sub shall become the debts, liabilities and duties of
               the Surviving Corporation, ICOP.

          D.   At the Effective Time, the separate corporate existence of Merger
               Sub shall cease and the Articles of Incorporation of ICOP shall
               be the Articles of Incorporation of the Surviving Corporation.

          E.   At the Effective Time, the Bylaws of ICOP as in effect at the
               Effective Time shall be the Bylaws of the Surviving Corporation
               until thereafter changed or amended as provided therein or by
               applicable law.

          F.   At the Effective Time, the officers and directors of ICOP shall
               be the officers and directors of the Surviving Corporation.

          G.   At the Effective Time, by virtue of the merger, the total number
               of shares of ICOP common stock issued and outstanding immediately
               prior to the Effective Time shall be automatically converted into
               the right to receive the same number of shares of Vista
               Exploration Corporation common stock and Certificates
               representing the shares of Vista common stock to be issued hereby
               shall be delivered pro rata to the shareholders of ICOP at the
               closing in exchange for the surrender of all of their ICOP common
               shares to be exchanged. At the Effective

               Time, all such shares of ICOP common stock shall cease to be
               outstanding and shall automatically be cancelled and retired and
               the ICOP shareholders shall cease to have any rights with respect
               to such shares of ICOP common stock except to receive a like
               number of shares of Vista common stock upon surrender or exchange
               of the ICOP common stock certificates.

          H.   At the Effective Time, all outstanding shares of Merger Sub
               common stock held by Vista Exploration Corporation shall be
               automatically converted into and become one fully paid and
               non-assessable share of common stock of the Surviving Corporation
               and ICOP shall become a wholly-owned subsidiary of Vista
               Exploration Corporation.

                                  ARTICLE II.

          The sole shareholder of Merger Sub voted all of its shares in favor of
the transaction and said vote was sufficient for approval of the transaction.
The shareholders of ICOP were entitled to vote to approve the transaction and
the number of votes cast for the plan of merger was sufficient for approval of
the Merger Agreement.

                                  ARTICLE III.

          The merger is being effected pursuant to Section 7-111-107 of the
Colorado Business Corporation Act and shall be effective as of the date of
filing the Articles of Merger with the Secretary of State of Colorado and
Nevada.

          DATED this 13th day of January 2004.

                                       ICOP ACQUISITION CORPORATION,
                                       a Colorado corporation

                                       By: /s/ Charles A. Ross
                                           -------------------------------------
                                             Charles A. Ross, Sr., President

                                       ICOP DIGITAL, INC.,
                                       a Nevada corporation

                                       By: /s/ David C. Owen
                                           -------------------------------------
                                             David C. Owen, Chairman


                                       2

EX-2

                                                                     Exhibit 2.3


                               ARTICLES OF MERGER

                          ICOP ACQUISITION CORPORATION

                             AND ICOP DIGITAL, INC.

     The undersigned Surviving Corporation, ICOP Digital, Inc., hereby delivers
for filing with the Nevada Secretary of State the within Articles of Merger as
follows:

     1.   The parties to the Agreement and Plan of Merger are Vista Exploration
Corporation, a Colorado corporation (the "Parent"), ICOP Digital, Inc., a Nevada
corporation (the "Surviving Corporation"), and ICOP Acquisition Corporation, a
Colorado corporation and wholly owned subsidiary of Parent.

     2.   The Agreement and Plan of Merger has been adopted by each constituent
entity.

     3.   Shareholder approval of Parent was not required.

     4.   Shareholder approval of each of the remaining entities, ICOP
Acquisition Corporation and ICOP Digital, Inc. was required and the transaction
was approved by the required shareholder vote or consent of each such entity.

     5.   The Plan of Merger:

          A. ICOP Acquisition Corporation, a Colorado corporation ("Merger Sub")
was merged with and into ICOP Digital, Inc., a Nevada corporation ("ICOP"),
effective upon the filing of these Articles of Merger.

          B. Following the merger, the separate corporate existence of Merger
Sub shall cease and ICOP shall continue as the Surviving Corporation under the
name ICOP Digital, Inc. and shall succeed to and assume all the rights and
obligations of Merger Sub in accordance with the corporate laws of Nevada and
Colorado and become a wholly-owned subsidiary of Parent, a Colorado corporation.

          C. At the effective date of the merger, upon filing the Articles of
Merger, all the property, rights, privileges, powers and franchises of ICOP and
Merger Sub shall be vested in the Surviving Corporation and all debts,
liabilities and duties of the Merger Sub shall become the debts, liabilities and
duties of the Surviving Corporation, ICOP.

          D. At the Effective Time, the Articles of Incorporation of ICOP shall
be the Articles of Incorporation of the Surviving Corporation.

          E. At the Effective Time, the Bylaws of ICOP as in effect at the
Effective Time shall be the Bylaws of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law.

          F. At the Effective Time, the officers and directors of ICOP shall be
the officers and directors of the Surviving Corporation.

          G. At the Effective Time, by virtue of the merger, the total number of
shares of ICOP common stock issued and outstanding immediately prior to the
Effective Time shall be automatically converted into the right to receive the
same number of shares of the Parent's common stock and Certificates representing
the shares of Parent common stock to be issued hereby shall be delivered pro
rata to the shareholders of ICOP at the closing in exchange for the surrender of
all of their ICOP common shares to be exchanged. At the Effective Time, all such
shares of ICOP common stock shall cease to be outstanding and shall
automatically be cancelled and retired and the ICOP shareholders shall cease to
have any rights with respect to such shares of ICOP common stock except to
receive a like number of shares of Parent common stock upon surrender or
exchange of the ICOP common stock certificates.

          H. At the Effective Time, all outstanding shares of Merger Sub common
stock held by Parent shall be automatically converted into and become one fully
paid and non-assessable share of common stock of the Surviving Corporation and
ICOP shall become a wholly-owned subsidiary of Parent.

          The complete signed Agreement and Plan of Merger is on file at the
registered office of each of the Parent and the Surviving Corporation.

          DATED this 13th day of January 2004.

                                       VISTA EXPLORATION CORPORATION,
                                       a Colorado corporation

                                       By: /s/ Charles A. Ross
                                           -------------------------------------
                                             Charles A. Ross, Sr., President


                                       ICOP DIGITAL, INC.,
                                       a Nevada corporation

                                       By: /s/ David C. Owen
                                           -------------------------------------
                                             David C. Owen, Chairman


                                       ICOP ACQUISITION CORPORATION,
                                       a Colorado corporation

                                       By: /s/ Charles A. Ross
                                           -------------------------------------
                                             Charles A. Ross, Sr., President


                                       2

EX-99

                                                                    Exhibit 99.1


                               ICOP DIGITAL, INC.
                                      And
                                   SUBSIDIARY


                       Consolidated Financial Statements


                               December 31, 2002


                      (with Independent Auditors' Report)

                               ICOP DIGITAL, INC.
                   Index to Consolidated Financial Statements

                                                                      Page
                                                               -----------------

Report of Independent Auditors.................................       F-2

Consolidated Balance Sheets at December 31, 2002 and
     September 30, 2003 (unaudited)............................       F-3

Consolidated Statements of Operations from May 24, 2002
     (inception) through December 31, 2002, and for the nine
     months ended September 30, 2003 (unaudited)...............       F-4

Consolidated Statement of Changes in Shareholders' Equity
     from May 24, 2002 (inception) through December 31,
     2002, and for the nine months ended September 30,
     2003 (unaudited)..........................................       F-5

Consolidated Statements of Cash Flows from May 24, 2002
     (inception) through December 31, 2002, and for the nine
     months ended September 30, 2003 (unaudited)...............       F-6

Notes to Consolidated Financial Statements.....................       F-7


                                      F-1

                          Independent Auditors' Report


The Board of Directors
ICOP Digital, Inc. and subsidiary:


We have audited the  accompanying  consolidated  balance  sheet of ICOP Digital,
Inc.  and  subsidiary  as of December  31,  2002,  and the related  consolidated
statements of operations,  changes in shareholders'  equity (deficit),  and cash
flows for the period from May 24, 2002  (inception)  through ended  December 31,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable  assurance  about  whether  the  consolidated   financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of ICOP Digital,  Inc.
and subsidiary as of December 31, 2002, and the results of their  operations and
their cash flows for the period  from May 24,  2002  (inception)  through  ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company's significant operating losses since inception
raises  substantial doubt about its ability to continue as a going concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Cordovano and Harvey, P.C.


Cordovano and Harvey, P.C.
Denver, Colorado
August 29, 2003


                                       F-2

                               ICOP DIGITAL, INC.
                           Consolidated Balance Sheets


                                                                December 31,      September 30,
                                                                   2002               2003
                                                                ------------      -------------
                                                                                   (Unaudited)


                                     Assets

Current assets:
    Cash....................................................... $     20,782      $     101,010
    Accounts receivable........................................           --            524,873
    Employee advances..........................................        5,626             33,499
    Inventories, at cost.......................................           --            567,455
    Prepaid expenses...........................................           --             48,136
    Prepaid royalties..........................................           --                 --
                                                                ------------      -------------
               Total assets liabilities........................       26,408          1,274,973


Property and equipment, less accumulated depreciation of
    $5,352 and $26,478 (unaudited), respectively (Note 1)......       38,992            103,603


Other assets:
    Goodwill...................................................           --            672,283
    Deposits...................................................        3,000              3,000
                                                                ------------      -------------
                                                                $     68,400      $   2,053,860
                                                                ============      =============

                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued liabilities................... $     71,667      $   1,807,099
    Unearned revenue                                                      --            416,845
    Notes payable - Related party (Note 2).....................           --             41,033
    Notes payable (Note 5).....................................       77,813            646,912
    Accrued interest payable (Note 5)..........................          335              6,100
                                                                ------------      -------------
                  Total current liabilities....................      149,815          2,917,989
                                                                ------------      -------------

Shareholders' equity (Note 8):
    Preferred stock, $.01 par value; 5,000,000 shares
       authorized, -0- and -0- (unaudited) shares issued
       and outstanding, respectively...........................           --                 --

    Common stock, $.01 par value; 50,000,000 shares
       authorized, 11,870,000 and 14,039,500 (unaudited)
       shares issued and outstanding, respectively.............      118,700            140,395
    Additional paid-in capital.................................      337,500          2,485,305
    Retained deficit...........................................     (537,615)        (3,489,829)
                                                                ------------      -------------
                  Total shareholders' equity...................      (81,415)          (864,129)
                                                                ------------      -------------
                                                                $     68,400      $   2,053,860
                                                                ============      =============


          See accompanying notes to consolidated financial statements
                                      F-3

                               ICOP DIGITAL, INC.
                      Consolidated Statements of Operations

                                                                  May 24,
                                                                   2002
                                                                (Inception)       Nine Months
                                                                  Through            Ended
                                                                December 31,      September 30,
                                                                    2002              2003
                                                                ------------      -------------
                                                                                   (Unaudited)

Sales.......................................................... $         --      $   3,163,562
Cost of sales..................................................           --          2,574,124
                                                                ------------      -------------
                    Gross profit...............................           --            589,439
                                                                ------------      -------------
Operating expenses:
    Stock-based compensation (Note 8):
       Public relations services...............................      100,000                 --
       Design services.........................................           --                 --
    Selling, general and administrative........................      258,429          1,373,775
    Research and development...................................      178,003          2,130,529
    Other......................................................           --                 --
                                                                ------------      -------------
                    Total operating expenses...................      536,432          3,504,304
                                                                ------------      -------------
                    Loss from operations.......................     (536,432)        (2,914,865)

Interest income................................................           --                 --
Interest expense...............................................       (1,183)           (39,902)
                                                                ------------      -------------
                    Loss before income taxes...................     (537,615)        (2,954,767)

Income tax provision (Note 7)..................................           --              2,553
                                                                ------------      -------------
                    Net loss................................... $   (537,615)     $  (2,952,214)
                                                                ============      =============

Basic and diluted loss per share............................... $      (0.07)             (0.22)
                                                                ------------      -------------

Basic and diluted weighted average
    common shares outstanding..................................    7,341,944         13,167,013
                                                                ============      =============


          See accompanying notes to consolidated financial statements
                                      F-4

                               ICOP DIGITAL, INC.
            Consolidated Statement of Changes in Shareholders' Equity



                                                               Preferred Stock                    Common Stock               Additional
                                                         -----------------------------   --------------------------------      Paid-in         Retained
                                                            Shares        Par Value          Shares         Par Value          Capital          Deficit           Total
                                                         -------------   -------------   ---------------  ---------------   --------------   --------------   ---------------

Balance at May 24, 2002 (inception)....................             --   $          --                --  $            --   $           --   $           --   $            --

June to August 2002, shares sold in private
    placement offering ($.01/share) (Note 8)...........             --              --        10,620,000          106,200               --               --           106,200
September 2002, shares sold in private
    placement offering ($.10/share) (Note 8)...........             --              --         1,000,000           10,000           90,000               --           100,000
October to November 2002, shares sold in private
    placement offering ($1.00/share) (Note 8)..........             --              --           150,000            1,500          148,500               --           150,000
December 2002, shares issued in exchange for
    public relations services ($1.00/share) (Note 8)...             --              --           100,000            1,000           99,000               --           100,000
Net loss for the period ended December 31, 2002........             --              --                --               --               --         (537,615)         (537,615)
                                                         -------------   -------------   ---------------  ---------------   --------------   --------------   ---------------


Balance at December 31, 2002...........................             --              --        11,870,000          118,700          337,500         (537,615)          (81,415)

January to June 2003, shares sold in private
    placement offering ($1.00/share) (Note 8)
    (unaudited)........................................             --              --         1,408,500           14,085        1,394,415               --         1,408,500
February 2003, shares issued in exchange for
    equipment installation services ($1.00/share)
    (Note 8) (unaudited)...............................             --              --            11,000              110           10,890               --            11,000
February 2003, shares issued in exchange for
    design services ($1.00/share) (Note 8) (unaudited).             --              --            50,000              500           49,500               --            50,000
February 2003, shares issued to acquire McCoy's
    Lawline ($1.00/share) (Note 1) (unaudited).........             --              --           700,000            7,000          693,000               --           700,000
Net loss for the nine months ended
    September 30, 2003 (unaudited).....................             --              --                --               --               --       (2,952,214)       (2,952,214)
                                                         -------------   -------------   ---------------  ---------------   --------------   --------------   ---------------
Balance at September 30, 2003 (unaudited)..............             --    $         --        14,039,500  $       140,395   $    2,485,305   $   (3,489,829)  $      (864,129)
                                                         =============   =============   ===============  ===============   ==============   ==============   ===============


          See accompanying notes to consolidated financial statements
                                      F-5

                               ICOP DIGITAL, INC.
                      Consolidated Statements of Cash Flows

                                                                       May 24,
                                                                         2002
                                                                     (Inception)        Nine Months
                                                                       Through             Ended
                                                                     December 31,      September 30,
                                                                         2002               2003
                                                                    --------------    ---------------
                                                                                        (Unaudited)
Cash flows from operating activities:
    Net loss.................................................... $       (537,615)    $   (2,952,214)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Depreciation                                                      5,352             17,435
          Stock-based compensation (Notes 1 and 8)..............          100,000             50,000
          Changes in operating liabilities:
             Increase in accounts receivable, inventory
                and prepaid expenses............................           (5,626)            29,462
             Increase in accounts payable and
                accrued liabilities.............................           72,002          1,096,321
                                                                    --------------    ---------------

                      Net cash used in
                         operating activities...................         (365,887)        (1,758,997)
                                                                    --------------    ---------------
Cash flows from investing activities:
    Purchases of property and equipment.........................          (44,344)           (51,765)
    Deposits....................................................           (3,000)                --
                      Net cash used in
                         investing activities...................          (47,344)           (51,765)
                                                                    --------------    ---------------

Cash flows from financing activities:
    Proceeds from issuance of notes payable.....................               --            500,000
    Principal payments on notes payable.........................           77,813            (17,511)
    Proceeds from the sale of common stock......................          356,200          1,408,500
                                                                    --------------    ---------------
                      Net cash provided by
                         financing activities...................          434,013          1,890,989
                                                                    --------------    ---------------

                         Net change in cash.....................           20,782             80,228

Cash, beginning of period.......................................               --             20,782
                                                                    --------------    ---------------

Cash, end of period.............................................    $      20,782     $      101,010
                                                                    ==============    ===============
Supplemental disclosure of cash flow information:
    Income taxes................................................    $          --     $           --
                                                                    ==============    ===============
    Interest....................................................    $         848     $       34,131
                                                                    ==============    ===============

    Non-cash investing and financing transactions:
       Equipment acquired with stock............................    $          --     $       11,000
                                                                    ==============    ===============


          See accompanying notes to consolidated financial statements
                                      F-6

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements





Note 1: Nature of Operations and Summary of Significant Accounting Policies

Operations and Recent Business Combination
ICOP Digital,  Inc. ("ICOP"),  incorporated in May 2002 in Nevada, is engaged in
the design, development and marketing of an in-car video recorder system for use
in the law enforcement industry.  ICOP's  administrative  offices are located in
Overland Park, Kansas,  its design facilities are located in Olathe,  Kansas and
its manufacturing facility is located in Tokyo, Japan.

In February 2003, ICOP purchased all of the issued and outstanding  common stock
of McCoy's Law Line, Inc.  ("McCoy's").  The primary reason for the purchase was
to  permit  ICOP  and its  subsidiary,  McCoy's  (the  "Company"),  to sell  and
distribute  law  enforcement-related  products in addition to its in-car digital
video recorded system.  The results of McCoy's  operations have been included in
accompanying consolidated financial statements from that date.

McCoy's is engaged in the business of distributing  radar guns,  radar trailers,
speed  signs,  in-car  video  systems,  alcohol  breath  testers  and  other law
enforcement  equipment to federal,  state and local law enforcement agencies and
sheriffs' departments throughout the United States.  However, these products may
be sold both within the United States and abroad. In addition, McCoy's assembles
a line of speed trailers and signs which it sells through the distributorship.

The purchase price was $700,000 (unaudited). Consideration was 700,000 shares of
ICOP common stock valued at $1.00 per share (unaudited).  The value of $1.00 per
share  was   determined   by  the   Company's   Board  of  Directors   based  on
contemporaneous  stock  sales to  unrelated  third  parties.  The book  value of
McCoy's  assets and  liabilities  on the  purchase  date were stepped up to fair
value. As a result, the purchase was recorded based on the values exchanged. The
purchase  price exceeded the fair value of the  identifiable  assets by $672,283
(unaudited). This amount is reflected as an asset, goodwill, in the accompanying
consolidated  financial  statements.  Goodwill  will be screened  for  potential
impairment annually or sooner if necessary.

McCoy's offices are located in Chanute, Kansas.


                                      F-7

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


The following table summarizes the estimated fair values of McCoy's major assets
and liabilities at the purchase date:

Current assets.......................    $ 1,439,791
Property and equipment, net..........         19,282
Goodwill.............................        672,283
                                       -------------
               Total assets purchased      2,131,356
                                       -------------

Current liabilities..................        476,913
Notes payable and accrued interest...        127,643
Unearned income......................        826,800
                                       -------------
            Total liabilities assumed      1,431,356
                                       -------------

                  Net assets acquired      $ 700,000
                                       =============


The following pro forma information  summarizes the combined results of ICOP and
McCoy's as if the acquisition had occurred at the beginning of 2002:


Pro Forma Information

(Unaudited)
Net sales............................    $ 4,832,965
Cost of sales........................      3,789,482
                                       -------------
                         Gross profit      1,043,483
Operating expenses...................     (1,527,052)
Interest expense.....................        (66,919)
Income tax benefit...................          2,575
                                       -------------
                             Net loss     $ (547,913)
                                       =============

Principles of Consolidation
The consolidated  financial  statements include the accounts of ICOP and McCoy's
(together,  the  "Company").  Intercompany  transactions  and balances have been
eliminated in the consolidation.

Going Concern
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities in the normal course of business.  As shown in the  accompanying
consolidated  financial statements,  the Company has suffered significant losses
since inception.  This factor,  among others, may indicate that the Company will
be unable to continue as a going concern.

Management  plans to continue to sell common stock to raise capital for research
and  development  and  operations.  Since  September  30, 2003,  the Company has
received  $360,000  from the sale of  360,000  shares of its  common  stock.  In
addition,  the Company plans to seek debt  financing to


                                      F-8

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


support the  manufacture  and import of its new products as they come to market.
In the  longer  term,  the  Company  plans to expand  its  acquired  operations,
commence sale of its new products and become  profitable.  There is no assurance
that the Company's new products will gain market  acceptance or that the Company
will attain profitability.

The consolidated financial statements do not include any adjustments relating to
the recoverability and classification of assets and/or liabilities that might be
necessary  should the  Company be unable to  continue  as a going  concern.  The
Company's  continuation as a going concern is dependent upon its ability to meet
its obligations on a timely basis, and, ultimately to attain profitability.

Unaudited Interim Financial Information
The interim  financial  statements of the Company as of September 30, 2003,  and
the statements of operations, stockholders' equity (deficit), and cash flows for
the nine months ended September 30, 2003 are unaudited.  Certain information and
note  disclosures   normally  included  in  financial   statements  prepared  in
accordance with generally accepted accounting  principles have been condensed or
omitted.  In the opinion of  management,  all  adjustments,  consisting  only of
normal  recurring  adjustments,  necessary  for  the  fair  presentation  of the
financial  position and results of operations and cash flows, have been included
in such unaudited financial  statements.  The results of operations for the nine
months ended September 30, 2003 are not necessarily indicative of the results to
be expected for the entire year.

Use of Estimates
The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all highly liquid  securities with original  maturities of
three months or less when  acquired to be cash  equivalents.  There were no cash
equivalents at September 30, 2003 (unaudited) and December 31, 2002.

Fair Value of Financial Instruments
The  carrying  amounts  of  financial   instruments   including  cash  and  cash
equivalents,  trade accounts  receivable,  accounts payable and accrued expenses
approximated fair value because of the immediate or short-term maturity of these
instruments.

Accounts Receivable
The accounts receivable  represents amounts due from customers.  All amounts are
expected to be collected within one year.

Inventories
Inventories are stated at the lower of cost or market determined by the first-in
first-out method. Inventory consists of materials and supplies and products.

Property and Equipment
Property and equipment are stated at cost.  Depreciation is calculated using the
straight-line  method over the  estimated  useful  lives of the related  assets,
generally ranging from three to five years. Property and equipment under capital
leases  are  stated at the  present  value of  minimum  lease  payments  and are
amortized using the  straight-line  method over the shorter of the lease term or
the


                                      F-9

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


estimated useful lives of the assets. Leasehold improvements are amortized using
the  straight-line  method over the estimated  useful lives of the assets or the
term of the lease,  whichever  is shorter.  The  recoverability  of property and
equipment is evaluated  whenever  indicators of  impairment  are present and the
undiscounted  future cash flows  estimated  to be  generated by those assets are
less than the assets' carrying amount. No impairment  charges have been recorded
for the nine months  ended  September  31, 2003 and the period from May 24, 2002
(inception) through December 31, 2002.

Business Combinations and Goodwill
The Company  accounts for  business  combinations  under the purchase  method of
accounting.  Under the purchase method,  an asset acquisition is measured on the
basis of the  values  exchanged.  The cost of an entity  acquired  includes  the
direct  costs  of the  combination.  Costs of  registering  and  issuing  equity
securities  are  recognized as a reduction of the fair value of the  securities.
Out of pocket  costs are  expensed  as  incurred  and  included  in general  and
administrative  costs. The excess of the cost of an acquired entity over the net
of the amounts assigned to assets acquired and liabilities assumed is recognized
as goodwill.

The Company does not amortize goodwill.  Instead, the Company tests goodwill for
impairment  on an  annual  basis  or more  frequently,  if  warranted.  If it is
determined through testing that the carrying amount of goodwill exceeds its fair
value, an impairment loss is recognized in an amount equal to that excess. After
the impairment  loss is recognized,  the Company adjusts the goodwill to its new
basis. The Company does not subsequently  reverse a previous goodwill impairment
loss.

Income Taxes
The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial Accounting  Standards No. 109, Accounting for Income Taxes.  Statement
No. 109  requires  recognition  of deferred tax  liabilities  and assets for the
expected  future  tax  consequences  of events  that have been  included  in the
financial statements or tax returns. Under this method, deferred tax liabilities
and  assets  are  determined  based  on the  difference  between  the  financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect for the year in which the differences are expected to reverse.

Revenue Recognition
Sales  revenue is  recognized  upon  shipment of the  products.  Repair fees are
recognized  upon completion of the services.  Revenues  collected in advance are
deferred until recognized in income as earned.

Sales and Marketing Costs
The Company  expenses  the cost of  advertising  and  promoting  its services as
incurred.   Such  costs  are  included  in  sales  and   marketing  and  totaled
approximately  $53,888,  (unaudited)  and  $2,818  for  the  nine  months  ended
September 30, 2003 and period from May 24, 2002 (inception) through December 31,
2002, respectively.

Financial Instruments and Concentration of Credit Risk
Financial  instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash, cash equivalents and accounts receivable.
At December  31, 2002,  the fair value of the  Company's  financial  instruments
approximate their carrying value based on their terms and interest rates.

For the nine months  ended  September  30, 2003 and the period from May 24, 2002
(inception) through December 31, 2002,  approximately 13%,  (unaudited) and -0-%
respectively,   of  sales  were  to


                                      F-10

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


one customer. This customer represented  approximately -0-% (unaudited) and -0-%
of accounts  receivable  at both  September  30,  2003 and  December  31,  2002,
respectively.

For the nine months  ended  September  30, 2003 and the period from May 24, 2002
(inception) through December 31, 2002, one vendor represented  approximately 60%
(unaudited)  and  -0-%  respectively,  of the  Company's  total  purchases.  The
Company's  reliance on certain vendors can be shifted to alternative  sources of
supply for products it sells should such changes be necessary.

Stock-based Compensation
The Company  accounts for  stock-based  compensation  arrangements in accordance
with Statement of financial  Accounting  Standards ("SFAS") No. 123, "Accounting
for Stock-Based  Compensation,"  which permits  entities to recognize as expense
over the vesting period the fair value of all stock-based  awards on the date of
grant.  Alternatively,  SFAS No. 123 allows  entities  to  continue to apply the
provisions of Accounting  Principle Board ("APB") Opinion No. 25 and provide pro
forma net earnings (loss) disclosures for employee stock option grants as if the
fair-value-based  method  defined in SFAS No. 123 had been applied.  The Company
has  elected to  continue  to apply the  provisions  of APB  Opinion  No. 25 and
provide the pro forma disclosure provisions of SFAS No. 123.

Warranties
Products are warranted  against  manufacturing  defects for a period of one year
commencing at the time of sale.

Recent Accounting Pronouncements
On August 16, 2001, the Financial  Accounting  Standards Board, or FASB,  issued
Statement of Financial  Accounting Standards (SFAS) SFAS No. 143, Accounting for
Asset  Retirement  Obligations,"  which is effective for fiscal years  beginning
after June 15, 2002. It requires that obligations associated with the retirement
of a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair value.
Upon initially  recognizing  an accrued  retirement  obligation,  an entity must
capitalize  the cost by  recognizing  an increase in the carrying  amount of the
related  long-lived  asset.  Over time, the liability is accreted to its present
value each period,  and the capitalized cost is depreciated over the useful life
of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon settlement.
Although we have not completed the process of determining the effect of this new
accounting pronouncement, we currently expect that the effect of SFAS No. 143 on
our consolidated  financial statements,  when it becomes effective,  will not be
significant.

In April 2002, the FASB issued  Statement No. 145 "Rescission of FASB Statements
No.  4,  44,  and  62,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections"   (SFAS  145).   SFAS  145  will   require   gains  and  losses  on
extinguishments  of debt to be  classified  as income  or loss  from  continuing
operations  rather than as  extraordinary  items as  previously  required  under
Statement  of  Financial  Accounting  Standards  No. 4 (SFAS  4).  Extraordinary
treatment  will be  required  for  certain  extinguishments  as  provided in APB
Opinion No. 30. SFAS 145 also amends Statement of Financial Accounting Standards
No. 13 to  require  certain  modifications  to  capital  leases be  treated as a
sale-leaseback  and modifies the  accounting  for  sub-leases  when the original
lessee  remains a secondary  obligor (or  guarantor).  SFAS 145 is effective for
financial  statements  issued after May 15, 2002, and with respect to the impact
of the  reporting  requirements  of  changes  made  to SFAS 4 for  fiscal  years
beginning after May 15, 2002. The adoption of the applicable  provisions of SFAS
145 did not have an effect on our financial statements.

In June  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated with Exit or


                                      F-11

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


Disposal  Activities."  SFAS 146 nullifies  Emerging Issues Task Force Issue No.
94-3 "Liability  Recognition for Certain Employee Termination Benefits and Other
Costs  to  Exit  an   Activity   (including   Certain   Costs   Incurred   in  a
Restructuring)." SFAS 146 applies to costs associated with an exit activity that
does not involve an entity newly  acquired in a business  combination  or with a
disposal  activity  covered  by SFAS  144.  SFAS  146 is  effective  for exit or
disposal  activities  that are initiated  after December 31, 2002,  with earlier
application  encouraged.  We are  currently  reviewing  SFAS 146 and  intend  to
implement it no later than January 1, 2003.

Note 2: Related Party Transactions

McCoy's  utilized a facility  located in a building  owned by a  shareholder  at
$1,500 per month under a three-year lease that expires in 2006.  Rental payments
of $3,000  (unaudited)  have been made under the lease as of September 30, 2003.
As of September 30, 2003, $9,000 was due to the shareholder.

Notes  payable to related  parties  consisted of unsecured  advances made to the
Company for working capital purposes and accrued interest thereon.  The advances
were made under promissory note agreements.  Advances and accrued interest under
the notes are due on  September  30,  2003.  Notes  payable to  related  parties
consisted of the following:

                                                    September 30,      December 31,
                                                        2003               2002
                                                  -----------------  -----------------
                                                    (unaudited)
Note payable to shareholder, 3.5 percent
   interest rate, unsecured, due on demand........$        20,258    $           --
Note payable to shareholder, 3.5 percent
   interest rate, unsecured, due on demand........         20,775                --
                                                  -----------------  -----------------
                                                  $        41,033    $           --
                                                  =================  =================



The Company  recorded  interest  expense of $817  (unaudited)  and $-0- on these
notes for the nine months ended  September  30, 2003 and the period from May 24,
2002 (inception) through December 31, 2002.


Note 3: Inventories

Inventories consisted of the following:

                                                    September 30,      December 31,
                                                        2003               2002
                                                  -----------------  -----------------
                                                    (unaudited)
Product inventory.................................$        237,315   $           --
Materials and supplies inventory..................         330,140               --
                                                  -----------------  -----------------
                                                  $        567,455               --
                                                  =================  =================


                                      F-12

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


Note 4: Line of Credit

McCoy's  has a  one-year  revolving  credit  line for  $650,000  with  Community
National Bank (the "Bank").  The credit line renews  annually.  Borrowings under
the line are  secured by  substantially  all of the assets of  McCoy's,  and are
guaranteed  by an officer of the  Company.  The credit line bears  interest at 6
percent per annum.  Amounts  outstanding under the line as of September 30, 2003
and December 31, 2002 were  $500,000  (unaudited)  and $-0-,  respectively.  The
weighted average interest rate on the period-end balances was 6 percent.

Note 5: Note Payable

Notes payable consisted of the following:

                                                    September 30,      December 31,
                                                        2003               2002
                                                  -----------------  -----------------
                                                    (unaudited)
Note payable to bank, 6 percent
   interest rate, unsecured, due on demand........$      500,000     $          --
Notes payable to bank, 6 percent
   interest rate, secured by contracts and
  equipment, due $3,965 per month                        103,412
Notes payable to company, 10 percent
   interest rate, unsecured, due on demand                18,500
Note payable to individual, -0- percent
   interest rate, unsecured, due on demand........        25,000                --
                                                  -----------------  -----------------
                                                  $      646,912     $          --
                                                  =================  =================


The Company  recorded  interest  expense of $12,173  (unaudited) and $-0- on the
note for the nine months  ended  September  30, 2003 and the period from May 24,
2002 (inception) through December 31, 2002.

Note 6: Deferred Revenue

In December 2002, McCoy's collected in advance $1,154,075 for the sale of in-car
video systems to be delivered in 2003,  pursuant to a price agreement  contract.
The  Company  defers the  revenue  until it is earned.  The  Company  recognized
$409,945 (unaudited) and $-0-, respectively, for the nine months ended September
30, 2003 and the period from May 24, 2002 (inception) through December 31, 2002.
As of September 30, 2003 and December 31, 2002, the Company has deferred  income
totalling $416,845 (unaudited) and $-0-, respectively.

Note 7: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the nine months  ended  September  30, 2003 and the period from May 24, 2002
(inception) through December 31, 2002 are as follows:


                                      F-13

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


                                                          2003               2002
                                                    -----------------  -----------------
                                                      (unaudited)
U.S. statuatory federal rate.......................             34%                34%
State income tax rate, net of federal benefits.....              3%                 3%
Net operating loss (NOL) for which no tax
   benefit is currently available..................            -37%               -37%
                                                    -----------------  -----------------
                                                                  0%                 0%
                                                    =================  =================

At September 30, 2003, deferred taxes consisted of a net tax asset of $1,291,000
(unaudited) due to operating loss carryforwards of $3,490,000 (unaudited), which
was fully allowed for, in the valuation allowance of $1,291,000 (unaudited). The
valuation  allowance  offsets the net  deferred  tax asset for which there is no
assurance  of  recovery.  The changes in the  valuation  allowance  for the nine
months ended September 30, 2003 was $1,092,000 (unaudited).

At December 31, 2002,  deferred taxes  consisted of a net tax asset of $199,000,
due to operating loss carryforwards of $538,000, which was fully allowed for, in
the valuation  allowance of $199,000.  The valuation  allowance  offsets the net
deferred tax asset for which there is no  assurance of recovery.  The changes in
the  valuation  allowance for the period from May 24, 2002  (inception)  through
December 31, 2002 was $199,000.  Net operating  loss  carryforwards  will expire
through 2022.

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

Note 8: Shareholders' equity

Common stock
Each  share  of  common  stock is  entitled  to vote at  shareholders  meetings.
Cumulative  voting is not  permitted.  Shareholders  do not have the  preemptive
right to subscribe for additional shares.

Preferred stock
Preferred  stock may be  issued in  series.  Designations,  preferences,  stated
values, rights,  qualifications or limitations are to be determined by the Board
of Directors.

Stock Issued for Cash
From June through  August,  2002,  the Company  sold an aggregate of  10,620,000
shares of common stock to founders  for a total of $106,200,  or $.01 per share.
The shares of common stock were sold in the absence of objectively  determinable
values.

In September,  2002, the Company sold an aggregate of 1,000,000 shares of common
stock to  founders  for a total of  $100,000,  or $.10 per share.  The shares of
common stock were sold in the absence of objectively determinable values.


                                      F-14

                               ICOP DIGITAL, INC.
                   Notes to Consolidated Financial Statements


In October 2002, the Company circulated a private offering  memorandum  relating
to the private offering of up to 2.5 million shares of the $.01 par value common
stock of the Company at $1.00 per share. The securities have not been registered
pursuant to the  Securities  Act of 1933, as amended (the "ACT"),  nor have they
been  registered  under the securities act of any state.  These  securities were
offered pursuant to an exemption from  registration  requirements of the Act and
exemptions  from  registration  provided by applicable  state  securities  laws.
Management of the Company,  who were not paid any commission or compensation for
offering or selling the securities, sold the securities.

In April 2003,  the Company  circulated  a second  private  offering  memorandum
relating to the private offering of up to 2 million shares of the $.01 par value
common  stock of the Company at $1.00 per share.  The  securities  have not been
registered  pursuant to the Securities Act of 1933, as amended (the "ACT"),  nor
have  they  been  registered  under  the  securities  act  of any  state.  These
securities were offered pursuant to an exemption from registration  requirements
of the Act  and  exemptions  from  registration  provided  by  applicable  state
securities laws.  Management of the Company, who were not paid any commission or
compensation for offering or selling the securities, sold the securities.

The Company sold 1,658,500  shares of common stock pursuant to the two offerings
for proceeds of $1,658,500.

Stock Issued for Consideration Other than Cash
In December 2002, the Company issued 100,000 shares of its $.01 par value common
stock for public  relations  services.  The shares  were  valued by the Board of
Directors at $1.00 per share based upon contemporaneous  sales of stock for cash
to  unrelated  third  parties.  Because  the  shares  of common  stock  were not
registered,   the   stock   certificate   bears  a  certain   legend   regarding
transferability.  The Company has recorded compensation expense in the amount of
$100,000.

In February  2003,  the Company  issued 11,000 and 50,000 shares of its $.01 par
value common stock for equipment  installation and design  services.  The shares
were  valued  by  the  Board  of   Directors  at  $1.00  per  share  based  upon
contemporaneous sales of stock for cash to unrelated third parties.  Because the
shares of common stock were not registered,  the stock certificates bear certain
legends  regarding  transferability.  The  Company  has  recorded  an asset  and
compensation expense in the amounts of $11,000 and $50,000, respectively.


                                      F-15

EX-99

                                                                    Exhibit 99.2


                          VISTA EXPLORATION CORPORATION
              UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS


Attached are the historical audited financial  statements of ICOP Digital,  Inc.
("ICOP") for the acquisition of ICOP by Vista Exploration Corporation ("Vista"),
(formerly  Bail  Corporation).  The unaudited pro forma  consolidated  financial
statements have been prepared utilizing the historical  financial  statements of
Vista. The unaudited pro forma consolidated  financial statements should be read
in  conjunction  with the  historical  financial  statements  of  Vista  and the
attached historical financial statements of ICOP.

The following unaudited pro forma consolidated  statements of operations for the
year ended March 31, 2003 and the six months ended  September 30, 2003,  and the
unaudited  pro forma  consolidated  balance  sheet as of September 30, 2003 give
effect to the  acquisition of ICOP  including the related pro forma  adjustments
described in the notes thereto. The unaudited pro forma consolidated  statements
of  operations  for the year ended March 31,  2003 and for the six months  ended
September  30,  2003  give  effect  to  the  acquisition  by  Vista  as  if  the
acquisition,  accounted  for as a  purchase,  had  occurred on April 1, 2002 and
2003,  respectively.  The unaudited pro forma  consolidated  balance sheet as of
September  30, 2003 gives  effect to the  acquisition  as if it had  occurred on
September 30, 2003.

The unaudited pro forma consolidated  financial statements may not be indicative
of the results that  actually  would have occurred if the  acquisition  had been
effective on the dates indicated or which may be obtained in the future.


                                      F-1

Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------

                   ASSETS

                                                                                                         Unaudited
                                            Historical September 30, 2003                                Pro Forma
                                            -------------------------------           Pro Forma        September 30,
                                               Vista             ICOP                Adjustments            2003
                                            -------------    --------------         --------------     --------------
CURRENT ASSETS
   Cash                                     $         43     $     101,010          $           -      $     101,053
   Bond                                                -                 -                                         -
   Accounts receivable                                 -           558,372                      -            558,372
   Inventories, at cost                                            567,455                      -            567,455
   Prepaid expenses                                    -            48,136                                    48,136
                                            -------------    --------------         ---------------    ---------------
TOTAL CURRENT ASSETS                                  43         1,274,973                       -         1,275,016

PROPERTY AND EQUIPMENT, NET                            -           103,603                       -           103,603

OTHER ASSETS:
  Goodwill                                             -           672,283                                   672,283
  Deposits                                             -             3,000                       -             3,000
                                            -------------    --------------         ---------------    ---------------
TOTAL ASSETS                                $         43     $   2,053,859          $            -     $   2,053,902
                                            =============    ==============         ===============    ===============

                LIABILITIES

CURRENT LIABILITIES
   Accounts payable and accrued
      expenses                              $    172,661     $   1,807,099       (c)$     (172,661)    $   1,807,099
   Unearned revenue                                    -           416,845                       -           416,845
   Notes payable - related party                  31,700            41,033       (c)       (31,700)           41,033
   Notes Payable                                 158,697           646,912       (c)      (158,697)          646,912
   Accrued interest payable                        1,258             6,100       (c)        (1,258)            6,100
                                            -------------    --------------         ---------------    ---------------
TOTAL CURRENT LIABILITIES                        364,316         2,917,989                (364,316)        2,917,989
                                            -------------    --------------         ---------------    ---------------


       STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock                                     -                 -                       -                 -
   Common stock                                   65,119           140,395       (a)       (47,219)          158,295
   Additional paid-in-capital                          -         2,485,305       (b)       (17,857)        2,387,448
   Stock options outstanding                      80,000                 -       (b)       (80,000)                -
   Accumulated Earnings                         (509,392)       (3,489,829)      (b)       509,392        (3,489,829)
                                            -------------    --------------         ---------------    ---------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)            (364,273)         (864,129)                364,316          (944,086)
                                            -------------    --------------         ---------------    ---------------

TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY (DEFICIT)           $         43     $   2,053,860          $            -     $   1,973,903
                                            =============    ==============         ===============    ===============


      See notes to unaudited pro forma consolidated financial statements.
                                      F-2

Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------


                                                For the Year Ended March 31, 2003
                                    --------------------------------------------------------------
                                                                      Pro Forma       Unaudited
                                       Vista          ICOP           Adjustments      Pro Forma
                                    ------------- --------------    --------------   -------------

REVENUE                             $          -  $           -     $           -    $          -

EXPENSES
 Cost of Sales                                 -              -                 -               -
 Selling, general and administrative     241,016        358,429  (b)     (241,016)        358,429
 Research and development                      -        178,003                 -         178,003
 Interest, net                               379          1,183  (b)         (379)          1,183
                                    ------------- --------------    --------------   -------------

TOTAL EXPENSES                           241,395        537,615          (241,395)        537,615
                                    ------------- --------------    --------------   -------------
                                    ------------- --------------    --------------   -------------

OPERATING INCOME (LOSS)                 (241,395)      (537,615)          241,395        (537,615)

Provision for income taxes                     -              -                 -               -
                                    ------------- --------------    --------------   -------------

   Net Income (Loss)                $   (241,395) $    (537,615)    $     241,395    $   (537,615)
                                    ============= --------------    --------------   -------------

Net Income per common share                                                          $      (0.03)
                                                                                     =============

Weighted Average Shares Outstanding                                                    17,754,705
                                                                                     =============


      See notes to unaudited pro forma consolidated financial statements.
                                      F-3

Vista Exploration Corporation

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------


                                                  For the Six Months Ended September 30, 2003
                                       ------------------------------------------------------------------
                                                                           Pro Forma        Unaudited
                                          Vista            ICOP           Adjustments       Pro Forma
                                       -------------   --------------    --------------   ---------------

REVENUE                                 $         -     $  2,109,041  (b) $          -     $   2,109,041

EXPENSES
   Cost of Sales                                  -        1,716,083                 -         1,716,083
   Selling, general and administrative       14,163          915,850  (b)      (14,163)          915,850
   Research and development                       -        1,420,353                 -         1,420,353
   Interest, net                                944           26,601  (b)         (944)           26,601
                                       -------------   --------------    --------------   ---------------

TOTAL EXPENSES                               15,107        4,078,887           (15,107)        4,078,887
                                       -------------   --------------    --------------   ---------------

OPERATING INCOME (LOSS)                     (15,107)      (1,969,845)           15,107        (1,969,845)

Provision for income taxes                        -            2,553                 -             2,553
                                       -------------   --------------    --------------   ---------------

   Net Income (Loss)                    $   (15,107)    $ (1,967,292)     $     15,107     $  (1,967,292)
                                       =============   --------------    --------------   ---------------

Net Income per common share                                                                $       (0.13)
                                                                                          ===============

Weighted Average Shares Outstanding                                                           15,729,500
                                                                                          ===============


      See notes to unaudited pro forma consolidated financial statements.
                                      F-4

                          VISTA EXPLORATION CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Acquisition of ICOP

On December 31, 2003, Vista entered into an agreement to acquire 100% of ICOP in
a stock exchange. As a result, Vista exchanged  approximately  14,039,500 shares
of its stock for all the issued and outstanding common stock of ICOP and granted
options to purchase another 2,500,000 shares of common stock at a price of $1.00
per share to replace  outstanding  options of ICOP. The shares issued  represent
approximately  89%  of the  total  shares  outstanding  after  the  transaction;
therefore  this  transaction  will be  recorded  as a reverse  acquisition.  The
historical  operating  results  of  Vista  will be  replaced  by the  historical
operating  results  of  ICOP,  as if ICOP  was  the  acquiring  company  and the
continuing operating company.

This transaction  occurred on January 13, 2004. Vista  (previously known as Bail
Corporation)  had  operated  in the  oil  and  gas  industry.  It  had  incurred
significant operating losses and had discontinued operations earlier in 2003. In
conjunction  with the  acquisition,  Vista  received  $300,000  from the sale of
600,000 shares of common stock,  which was used to pay or settle all liabilities
of the company.  In addition,  shareholders of Vista cancelled 500,000 shares of
common stock and all outstanding options for the purchase of common stock..

The unaudited pro forma adjustments are as follows:


     a.   To record the common stock issued in conjunction  with the acquisition
          of ICOP.

     b.   To record elimination of pre-acquisition operating results of Vista.

     c.   Record  sale of  common  stock  and  repayment  or  settlement  of all
          existing liabilities.


                                      F-5