PREMIUM ASSIGNMENT CORPORATION
    P.O. Box 3066-3522 Thomasville Rd., Tallahassee, FL 32315 Phone 850-907-5610

This agreement made and delivered this 2nd day of February,  2000, between Vista
Vacations  International,  Inc.,  5653 NW 29th Street,  Margate,  FL 33063 phone
#954-975-0898   hereinafter   called  the   insured,   and  Premium   Assignment
Corporation, a Florida Corporation, hereinafter called PAC, for the financing of
the balance of the premiums on the following insurance policies:

<TABLE>
<S>      <C>      <C>                                         <C>               <C>               <C>
Exp               Name & Address of Insuring Co.              Policy            Policy           Policy
Date     Date     (Including general agency if Brokered Type                    No.              Premium

2/3/00 2/3/01     Preferred National Ins.            FL       PKG.              TBD              $1,100.06
                  Unamark                            FL
2/3/00 2/3/01   Preferred National Ins.              FL       PLIA              TBD              $2,320.00
                  Unamark                            FL

Cash Price        Cash Down         Unpaid      +DOC   =Amount  +Finance =Total of               Annual
(Total Premium) Payment    Balance of    Stamps Financed     Charge     Payments Percentage      Rate
                                     Cash Price
$3,420.06         $855.02       $2,565.04       $9.10     $2,574.14   $174.06   $2,748.20   14.50%


Amount of each payment                      Number of Payments                  When First Payment is Due

         $274.82                                     10                                 3/3/00

</TABLE>

Itemization of the amount financed:
1.  Unpaid balance of cash price will be paid to your insurance company(ies) or
    their agents on your behalf.
2.  Documentar stamps (if applicable) will be paid to public officials.

Warranties of Agent

The  undersigned  hereby  certifies  that:  (1) The down payment as shown in the
contract has been paid by or on behalf of the insured.  (2) All policies  listed
are or will be in force on the stated  effective  dates and delivered by him (3)
No audit,  reporting form, minimum or fully earned premium policy is included in
this Agreement,  except as indicated in the Scheduled Policies of Insurance. (4)
The above  Agreement is a bona fide and binding  contract (5) The signatures are
genuine.  (6) A copy of this  Agreement has been  delivered to the insured.  The
undersigned agent further certifies that he is an authorized agent of the MGA or
insuring  companies.   (7)  Upon  cancellation  of  the  Scheduled  Policies  of
Insurance,  the  undersigned  agrees  to remit the full  amount of the  unearned
premium,  including  unearned  commission  up  to  the  unpaid  balance  of  the
Agreement, upon receipt from the carrier.

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<PAGE>


Notice to Insured:  (1) Do not sign this  agreement  before you read it or if it
contains any blank space. (2) You are entitled to a completely filled in copy of
this  agreement  (3) Under the law, you have the right to pay off in advance the
full amount due and under certain  conditions to obtain a partial  refund of the
service charge.  (4) This Agreement includes and is subject to all of the terms,
provisions,  covenants,  powers and agreements which are contained and appear on
page 1 and page 2 of this agreement.

Power of  Attorney:  The insured  hereby  appoints  PAC his  attorney in fact to
cancel and give notice of cancellation of the Scheduled Policies of Insurance to
the named insurance companies for nonpayment of premium.

All insureds named in Policies sign here. Insured acknowledges receipt of a copy
of page 1 and page 2

/s/ Jean Hickman, EVP OPerations 2/2/00
____________________________               Agency Name: Mack Groups/Schwab & Co.
Insured signature     Title & Date         Address: 1900 Corporate Blvd Ste 110
                                                    Boca Raton, FL 33431-7340



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<PAGE>

PREMIUM ASSIGNMENT CORPORATION - PREMIUM FINANCE AGREEMENT

FOR VALUE RECEIVED,  the insured  promises to pay to the order of PAC the "TOTAL
OF PAYMENTS" as stated on page 1 of this Agreement, pursuant to all of the terms
and conditions.

WITNESSETH:  That in  consideration of the payment by PAC to the named insurance
companies,  or their agents, of the balance of the premiums due on the scheduled
Policies of Insurance,  the Insured agrees:

1.  EFFECTIVE  DATE This  agreement is  effective  upon its  acceptance  by PAC.
Acceptance by PAC shall be deemed to occur upon payment of its draft or check by
PAC to the agent or to the  Insuring  Company of the balance of the premiums due
on the Scheduled Policies.

2. PAYMENTS The Insured  agrees to make  payments to PAC in accordance  with the
payment schedule stated on page 1 of this Agreement.  Payments are to be made to
PAC at Post Office Box 3066, Tallahassee, FL 32315-3066 or such other address as
PAC may  notify  you of.  Payments  made to any other  person,  firm,  insurance
agency,  corporation or otherwise shall not constitute  payment to PAC. Payments
received  after  cancellation  of the Scheduled  Policies of insurance  shall be
credited  to the unpaid  balance  due on the  account  and shall not  constitute
reinstatement of the canceled  policies nor shall it constitute waiver by PAC of
its rights under the Agreement.

3.  SECURITY  FOR PAYMENT The insured  assigns to PAC as security  for the total
amount  due under  this  Agreement  (Total  of  Payments)  any and all  unearned
premiums which may become payable under the Scheduled Policies of Insurance. PAC
may request the Insuring  Company to pay all monies for unearned  premiums  upon
cancellation of PAC. The Insured agrees that PAC may endorse his/her name on any
check or draft of all monies that may become due from the  Insuring  Company and
apply the same as payment for any amounts fie under the Agreement.

4. DEFAULT A default shall occur if any installment is not paid by its due date,
or should the insured fail to carry out any other  obligations  set forth in the
Agreement  Should a default occur,  the total unpaid amount under this Agreement
shall become  immediately  due and payable.  Interest will continue to accrue on
the unpaid balance at the stated APR or maximum rate allowed by applicable State
Law until all balances are paid. The Insured agrees to pay a late charge for any
payments  received and accepted by PAC after payment due date in accordance with
the Lat Charge  section  page 1 of this  Agreement.  Upon  default of payment of
premium PAC may request  cancellation of the Scheduled  Policies of Insurance at
the earliest time permitted and in accordance with applicable  State Law. Should
PAC cancel the Scheduled  Policies of Insurance the Insured  agrees to pay PAC a
cancellation  fee equal to the amount  permitted by applicable State Law (no fee
in  AK,CA,CT,FL,KS,KY,NV,NM,NC,PA,SC,TX,VT,VA).  The  Insured  consents  to  PAC
adding  any unpaid  balance  on this  contract  to any  future  premium  finance
agreement entered into with PAC.

5.  ADDITIONAL  CHARGE If permitted by State Law, you may be assessed a one-time
additional charge equal to the amount allowed by State Law for costs relating to
the  precessing  of your loan ($10 in AK).

6.  SHORTAGE  OR  OVERAGE  OF  UNEARNED  PREMIUM If  unearned  premiums  are not
sufficient  to pay  the  unpaid  balance  due,  the  insured  shall  pay PAC the
deficiency. Interest shall accrue on the deficiency at the stated APR or maximum
rate allowed by applicable State Law. If the unearned  premiums  received by PAC
are more than the amount due he excess  shall be returned to the insured  within
the time allowed by applicable  State Law. The insured  waives  his/her right to
receive any excess which is less that $1.00 ($5 in  IL,MD,UT;$3  in MS,OH,SC and
for  prepayment  in MI;$2 in GA;  refunds of less than $1 will be made in KY and
VA).


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<PAGE>

7.  ATTORNEYS  FEES AND  EXPENSES  If  permitted  by State  Law,  PAC may charge
attorney's  fees and costs  equal to the amount  allowed by State Law to collect
any amounts due under this  Agreement  (20% in FL).

8. LENDER RELATIONSHIP The insured  acknowledges that PAC is a lender and is not
an  insurance  agent  nor an  insurance  company  and that this  Agreement  is a
financing  Agreement and is not an insurance  policy or a guarantee of insurance
coverage.

9.  PREPAYMENT  If the balance of the amount due under this contract is paid off
prior to maturity,  the insured may receive a refund of unearned  finance charge
computed   in   accordance   with  the  Rule  of  78's   (actuarial   method  in
AZ,CA,IO,ME,MA,MT,NJ,OR,PA,VT;  short  rate in SC)  after  deducting  any  fully
earned charges permitted by applicable State Law ($20 in FL).

10. ADDITIONAL  PREMIUMS PAC may advance to the insured's agent or the insurance
company any  additional  premiums that may become due, less normal down payment,
adding the advance amount,  plus any finance charge, to his/her present contract
balance.  However, any additional premium which is owed to the insurance company
(ies) named in the  Scheduled  Policies of  Insurance as a result of any type of
misclassification  on risks,  and which is not paid in full or  financed  on his
Agreement, may result in cancellation of the coverage for nonpayment of premium.

11. PAC LIABILITY PAC is not responsible  for  consequential  damages  resulting
from  cancellation  by  PAC  of  the  Scheduled  Policies  of  Insurance  if the
cancellation was done in accordance with applicable State Law. The insured shall
be responsible for reasonable  attorney's fees and expenses for any unsuccessful
action filed by an Insured under this provision.

12.  INSUFFICIENT FUNDS CHECK If allowed by State Law, a returned check fee will
be charged for each check  returned to PAC for  insufficient  funds ($25 in MD &
NC; $20 in AR,CO,GA,ID,IN,VA;  $15 in FL, LA, MS, NV, SD; $10 in AZ, MA, OH, OK;
$5 in CA) If a check is returned,  it will not be  automatically  redeposited to
prevent cancellation of the insurance policies. If PAC does cancel the Scheduled
Policies  of  Insurance  for  nonpayment,  the  insufficient  funds check may be
redeposited  after  cancellation  to reduce  any unpaid  balance  due under this
agreement.

13 WARRANTIES OF INSURED Insured  warrants to PAC that (a) each of the Scheduled
Policies of Insurance  have been issued or a binder of full force and effect has
been issued; (b) he has not any will not assign or encumber the unearned premium
of the  Scheduled  Policies of  Insurance  to anyone else nor grant  anyone else
power of  attorney to cancel the  Scheduled  Policies  of  Insurance  until this
Agreement is paid in full (c) all rights conferred upon PAC shall inure to PAC's
successors or assigns and (d) no proceeding in bankruptcy has been instituted by
his/her/them.

14. ASSIGNMENT This Agreement may be assigned by PAC as allowed by State Law and
the assignee has the rights as PAC does under this  Agreement.  Th Federal Equal
Credit Opportunity Act prohibits  creditors from  discriminating  against credit
applications  on the basis of sex or marital  status.  The federal  agency which
administers  compliance with this law concerning this premium finance company is
the Federal Trade  Commission,  703  Peachtree  St., NE, Room 600,  Atlanta,  GA
30308.  DOCUMENTARY STAMPS REQUIRED BY LAW IF ANY ARE AFFIXED TO MONTHLY JOURNAL
AND CANCELED.


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