According to the Company’s Form 10-Q for the quarterly period ended September 28, 1996, on March 14, 1997, a settlement was confirmed by the entry of a Final Judgment and Order of Dismissal with Prejudice. The settlement provides, among other things, that the Company will issue shares of its common stock (and provide certain anti-dilution protection) to the plaintiffs and the Class in order to convey ownership of 40% of the Company's common stock. The Company's insurance carrier also contributed $300,000 to the settlement.

Also reported by the SEC filing, during the quarter ended June 29, 1996, the Company together with certain former officers, directors and third parties was named as a defendant in approximately seventeen (17) class action lawsuits, filed by persons and entities who purchased the common stock and warrants of the company during the period November 11, 1994, through and including April 15, 1996, in the United States District Court for the Northern District of Georgia. On July 9, 1996, the district court ordered that the complaints be consolidated for all purposes. On July 23, 1996, the plaintiffs filed a consolidated class action complaint alleging violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and an additional claim under Georgia common law for alleged negligent misrepresentations. On August 29, 1996 the district court certified plaintiffs as representatives of a of a class of all persons who purchased the Company's common stock and/or warrants during the period from October 24, 1994 through June 8, 1996.

The complaint alleges that Vista 2000, Inc. and certain of its officers and directors made forward-looking statements regarding earnings and revenue projections that were false and misleading. The complaint also alleges that the company's independent auditors failed to perform an audit in accordance with generally accepted accounting standards. Additionally, the complaint alleges that the company's auditors were aware of internal control problems as well as the company's failure to record revenue in accordance with generally accepted accounting principles. The complaint further alleges that the company and certain of its officers and directors made false and misleading statements in the prospectus and registration statement for the company's initial public offering. The complaint asserts claims against the company's lead underwriters for failure to properly perform a due the complaint asserts violations of (i) Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, (ii) Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, (iii) Sections 10-5-12, 10-5-14(a) and 10-5-14(c) of the Official Code of Georgia Annotated, and (iv) a Georgia common law claim for negligent misrepresentation.

Note: Vista 2000, Inc. designs, develops, and through its various operating subsidiaries, manufactures and distributes a wide variety of consumer products including housewares, specialty appliances and home security products such as carbon monoxide and radon detectors.