COMMERCIAL LEASE

     THIS LEASE made and entered  into as of the 9th day of December , 1998,  by
and between  John A.  Roschrnan  hereinafter  referred to as Landlord  and Vista
Vacations  International,  Inc. Located at 6645 N. W. 48th Manor, Coral Springs,
FL 33067 hereinafter referred to as "Tenant" :

ARTICLE I. PREMISES:  WITNESSETH:

     That  Landlord,  for  and in  consideration  of the  rents,  covenants  and
conditions  hereinafter  contained to be performed and observed by Tenant,  does
hereby  demise  and lease to Tenant  the  premises  described  in  Exhibit " A "
attached hereto and made a part hereof, which premises are located at 5653 N. W.
29th Street, Margate , Broward County, Florida, .

ARTICLE 2. TERM:

     The term of this  Lease  shall be for Two Years,  commencing  on January 1,
1999 and expiring on December 31. 2000.

ARTICLE 3. RENT:

A. Base Rental:

     Tenant shall pay to Landlord  annual base rent for the demised  premises as
follows;

     For the first year rent shall be in the amount of:  Fourteen  Thousand  Two
Hundred Fifty Six Dollars  ($14.256.00) to be paid in equal monthly installments
of One Thousand One Hundred  Eighty Eight Dollars  ($1.188.00)  due on the first
day of each and every  month  Commencing  January  1, 1999 and  continuing  thru
December 31, 1999.

     For the second year rent shall be in the amount of: Fourteen  Thousand Nine
Hundred  Sixty  Four  Dollars   ($14.,964.00)   to  be  paid  in  equal  monthly
installments of One Thousand Two Hundred Forty Seven Dollars  ($1.247.00) due on
the first day of each and every month Commencing  January 1, 2000 and continuing
thru  December  31,.2000.

     For  purposes of this Lease,  Base Rent and all other  additional  rent and
payments due Landlord are  collectively  referred to as "rent." Tenant shall pay
to  Landlord  monthly  all  sales  taxes  from  time  to  time  imposed  by  any
governmental  authority in connection with rent paid by Tenant under this Lease.
If any  installment of rent or any other sum payable to Landlord under the terms
of this Lease is not paid within ten days of due date,  then Tenant shall pay to
Landlord a late payment and service charge covering  administrative and overhead
expenses of One Hundred Dollars ($100.00). In addition, Tenant shall also pay to
Landlord  an  amount  equal to  eighteen  percent  ( 18% ) per  annum  until all
required  payments  are  made,  from the date on which  any sum shall be due and
payable.

     Rental  shall be payable on the first day of each and every  month  without
demand at the  address of  Landlord  as set forth in Article 29 or at such other
place and to such other  person or entity as the  Landlord may from time to time
designate  in  writing..  The  accrual of rent  hereunder  shall  begin with the
commencement  of the term of this lease and the first  rental  payment  shall be
adjusted for the proportionate fraction of the whole month.

B. RECEIPT OF LATE PAYMENTS:

     Date of receipt of payment by  Landlord  will be  considered  to be one day
after the United States Postal  Service post mark,  the date payment was sent by
way of overnight carrier such as Federal Express or U. P. S., or the actual date
of delivery if Hand Delivered. Landlord's acceptance of any partial rent payment
will be treated as partial  payment  on  account  Landlord's  acceptance  of any
partial payment shall not be considered an accord and satisfaction.  Furthermore
, Landlord  shall have the right to collect the balance due in  accordance  with
this lease.


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ARTICLE 4. RIGHT TO RELOCATE

     Provided  that Tenant is not in default in any way or manner  Tenant  shall
have the option to  relocate ( at Tenants  expense)  to any  available  suite in
Coral Gate Professional  Plaza which is available for rent and remains under the
ownership of John A. Roschrnan, In such event Tenant shall not suffer any fee or
penalty  under  this  Lease  Moreover,  Tenant  shall  receive a new lease for a
minimum of three  years;  under which the rental  price per square foot shall be
the same as was being paid under this lease at the time o f relocation  and base
rent shall be increased by five percent at the  beginning of the second year and
at the beginning of the third year of the new lease agreement.

ARTICLE 5. USE OF PREMISES:

     It is  contemplated by Tenant  hereunder that the demised  premises will be
for the  operation  of a Travel  Agency  Office  and  Professional  office  use.
Premises may also be used for Travel Agency's  sales,  marketing and training of
its employees and members.  Tenant shall be open for business during the term of
this lease,  during  regular,  reasonable and customary  hours for the aforesaid
type of business  and/or all business  days,  unless  prevented from doing so by
causes beyond Tenant's control, such as strikes, fires or acts of God, and shall
continuously  conduct its business  aforesaid on the Demised Premises during the
term of this lease and at all times  actively,  diligently  and in a first class
and reputable manner and maintain a full staff of employees,  as is customary to
effectively service Tenant's  customers.  Any change in use must be requested by
Tenant to Landlord in writing and shall not be unreasonable withheld.

ARTICLE 6. RULES AND REGULATIONS:

     Tenant covenants that Tenant, its agents,  employees,  and invitees will at
all  times  observe,  perform  and abide by all the  rules  and  regulations  as
promulgated  by  Landlord  from time to time.

ARTICLE 7.  COVENANT OF TITLE AND OUIET ENJOYMENT:

     Landlord  covenants  that  Landlord is well seized of and has good title to
lease the premises  and does warrant and will defend the title  thereto and will
indemnify  the  Tenant for any damage  and  expense  which  Tenant may suffer by
reason  of  any  lien,  encumbrance,  restriction  of  defect  in the  title  or
description herein of the premises. If at any time, Landlord's title or right to
receive  rent  hereunder  is  disputed,  or there is a change  of  ownership  of
Landlord's estate by act of the parties or operation of law, Tenant may withhold
rent thereafter  accruing until Tenant has been furnished proof  satisfactory to
it  as  to  the  party   entitled   thereto.

ARTICLE   8.   SUBORDINATON   AND NON-DISTURBANCE:

     Subject to the provisions of this Article,  this Lease shall be subject and
subordinate  to the lien of any  mortgage  which  Landlord  may  place  upon the
premises for any reason, including to finance the cost of the improvements,  and
to all terms, conditions and provisions thereof, to all advances made and to any
renewals,  extensions,  modifications or replacements thereof provided,  however
that if this  Lease is in full  force  and  effect  and  there  are no  defaults
thereunder  on the part of Tenant,  Tenant's  right of  possession to the leased
premises and Tenant's  rights arising out of this Lease shall not be affected or
disturbed  by the  mortgage  in the  exercise  of any of its  rights  under  the
mortgage  or the note  secured  thereby,  nor  shall  Tenant be named as a party
defendant to any foreclosure of the lien of any such mortgage,  nor in any other
way be deprived of its rights under this lease.  In the event the mortgagee,  or
any other person, acquire title to the premises, pursuant to the exercise of any
rights or remedies  under the  mortgage,  this lease shall not be  terminated or
affected by said foreclosure or sale of any such proceedings,  and the mortgagee
shall agree that any sale of the premises pursuant to the exercise of any rights
or remedies under the mortgage or otherwise  shall be made subject to this Lease
and the rights of the Tenant hereunder. Tenant agrees to attorn to the mortgagee
or such other person as its new  Landlord and this Lease shall  continue in full
force and effect as a direct  lease  between  Tenant and such  mortgagee or such
other person, upon all terms,  covenants and agreements set forth in this lease.
The  parties  hereto  agree to execute or obtain  execution  of such  reasonable
documents as may be necessary to insure  compliance with the  subordination  and
non-disturbance  provisions  of this  Article,  including,  but not limited to a
non-disturbance  agreement  executed  by any such  mortgagee  setting  forth the
provisions of this Article 8.

ARTICLE 9. COMPLIANCE WITH LAWS AND ORDINANCES:

     Tenant  shall  comply  with all  Federal,  State,  County and City laws and
ordinances  and all  rules and  regulations  of any duly  constituted  authority
present or future  affecting or  respecting  the use or occupancy of the demised
premises by Tenant, or the business at any time thereon  transacted by Tenant or
any assignee or sub-Tenant of Tenant, after the commencement of the term of this
Lease.  Tenant  shall,  at all times,  keep the demised  premises,  the building
thereon and all appurtenances,  in a clean and sanitary condition,  according to
the applicable  statutes,  city ordinances and the directions and regulations of
the proper authorities.

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ARTICLE 10. CONDITION OF PREMISES

     Tenant  hereby  accepts the  premises in the  condition  they are in at the
beginning of this lease. Except for Landlords  Improvements described in Article
13(a) Tenant accepts the premises in its "AS I" condition.

ARTICLE 11:  SECURITY DEPOSIT:

     Concurrently with Tenant's execution of this lease,  Tenant security in the
amount of $ 1,188.00  shall be held by  Landlord as  security  for the  faithful
performance by Tenant hereof.  If Tenant defaults with respect to any provisions
of this  lease,  including  but not  limited to the  provisions  relating to the
payment of rent,  Landlord  may (but  shall not be  required  to) use,  apply or
retain all or any part of the  security  deposit  for the payment of any rent or
any other sum in default,  or for the payment of any amount  which  Landlord may
spend or  become  obligated  to spend  by  reason  of  Tenant's  default,  or to
compensate  Landlord for any other loss or damage  which  Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or applied
Tenant shall,  within five (5) days after written demand  thereof,  deposit cash
with  Landlord in an amount  sufficient  to restore the security  deposit to its
original  amount  and  Tenant's  failure  to do so shall be a default  under the
Lease.  Landlord  shall not be required to keep this security  deposit  separate
from its  general  funds,  and Tenant  shall not be entitled to interest on such
deposit.  If Tenant shall fully and faithfully  perform every  provision of this
lease to be performed by it, the security  deposit or any balance  thereof shall
be  returned  to Tenant  (or,  at  Landlord's  option,  to the last  assignee of
Tenant's interest  hereunder)  within ten (10) days following  expiration of the
Lease Term. In the event of  termination  of Landlord's  interest in this Lease,
Landlord shall transfer and deposit to Landlord's successor in interest.

ARTICLE 12: TRADE FIXTURES. MACHINERY AND EOUIPMENT:

     Tenant  agrees that all fixtures and furniture  provided by Landlord  shall
remain on the premises and the property of  Landlord.  Other  personal  property
kept or  installed  on the  demised  premises  by Tenant  shall not  become  the
property of the  Landlord or a part of the realty,  no matter how affixed to the
leased  premises,  and may be removed by Tenant in Tenant's  discretion,  at any
time,  and from  time to time,  during  the  entire  term of this  Lease and any
renewals of said Lease,  provided that Tenant is not in default under this Lease
and  provided  said  removal of  equipment  does not damage  the  premises.  Any
Furniture,  fixtures,  machinery , or equipment  remaining in the building or on
the premises beyond the thirty days of the termination of the Lease shall become
property of the Landlord.

ARTICLE 13. ALTERATIONS AND IMPROVEMENTS:

     Tenant may not make alterations,  additions and improvements to the demised
premises  without the written  consent of Landlord,  said  consent  shall not be
unreasonable withheld.  13(a) Landlord Improvements : Landlord shall provide the
premises with building  standard  commercial grade carpet comparable to 26 ounce
level loop .  Landlord's  cost for carpet  under no  circumstance  shall  exceed
$2,250.00. Should Tenant require a higher grade carpet, Tenant shall pay for any
cost exceeding Landlord's budget of$2,250.00.  Landlord shall replace one office
window  leading to the garden area with one glass door.  Landlord  shall  remove
Landlord's  items being  stored in the  premises  within 15 days of execution of
this lease by both  Landlord and Tenant.  Landlord  shall install one half swing
doors,  outside the reception area in front of the sink area, and one full swing
door going into storage area.  Landlord  shall complete all other work within 30
days of the execution of this lease.  Should Landlord require additional days to
complete  Landlord's  Improvements then Tenant's rent shall be abated on a daily
basis until Landlord's work is substantially  complete to allow tenant to occupy
premises. 13(b) Tenant's Improvernents:

     Except for Landlord's  improvements  described in 13(a) Tenant shall accept
the premises "AS IS".  Tenant shall be  responsible  for all other  improvements
necessary to make the premises suitable for Tenant's business.


ARTICLE 14. REPAIRS. MAINTENANCE. REPLACEMENT:

     Tenant shall be solely  responsible  for maintaining the Leased Premises in
good, clean, safe, and attractive condition, for keeping the same clean and free
of  trash  and  debris.  Landlord  shall  be  responsible  for  the  repair  and
maintenance  of  the  heating,  ventilation,  air  conditioning,   plumbing  and
electrical  systems.  In the event  Landlord  chooses to purchase a  maintenance
contract to provide for said HV AC  systems,  Tenant  shall share the expense of
said  maintenance  contracts  not to exceed  $500 per year .  Landlord  shall be
responsible  for  structural  and roof  repairs  provided  that  repairs are not
necessary  due to the  negligence  of  Tenant.  Tenant  shall  have the right to
replace any structures,  fixtures and equipment  provided by Landlord under this
Lease at such time as the same are in need of replacement (subject to Article 13
above ),  and  possession  of all  such  replacement  structures,  fixtures  and
equipment  shall be surrendered up to Landlord along with delivery of the Leased
Premises and the facility at the end of the Term and/or  Extended  Term.  Should
Landlord  fail to repair  any roof leak or  structural  defects  which  were not
caused by  negligence  of the Tenant and or it's  invites then Tenant shall have
the  option to make  necessary  repairs  at  Tenant's  sole cost and  expense or
terminate the lease by giving Landlord written notice. Tenant shall not commence

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or permit the commencement of any leasehold  improvements of the Leased Premises
or the renovation,  enlargement, demolition or material modification of any part
of the  Facility  except  with the prior  written  approval  of Landlord in each
instance;  following  each  instance in which such  approval  has been  granted,
Tenant  shall  provide  copies  of  as-built  drawings  of  same  promptly  upon
completion.  Tenant shall keep  premises free and clear of any and all mechanics
liens for the duration of this lease. This Article shall survive  Termination or
expiration of this Lease.

     Tenant  shall,  for the  duration  of the  Lease  term  and any  extensions
thereof, at its own cost and expense,  keep and maintain or cause to be kept and
maintained  in good  condition  and  repair,  ordinary  wear  and  tear  and the
provisions of Article 19 hereof excepted,  all buildings and improvements at any
time erected on the demised premises and shall use all reasonable  precaution to
prevent waste,  damage or injury to said buildings and improvements.  Tenant (if
third  persons are not  obligated  with respect  thereto)  shall also at its own
expense  maintain,  keep open,  free from  obstruction  and in good repair,  all
electric, water, sewer and other utility lines and connections, conduits, pipes,
catch basins,  manholes,  poles,  lighting fixtures and other related facilities
situated in,  under or on the  premises.  Tenant shall also at Tenant's  expense
maintain in good condition the landscaping and provide for trash removal.

ARTICLE 15. CONSTRUCTION LIENS:

A.   Tenant  shall not suffer or permit the interest of Landlord in the Premises
     to be subject to any  construction,  mechanics' or  materialmen's  liens or
     other liens of any kind.

B.   In order to comply with the provisions of Section 713.10 Florida  Statutes,
     it is  specifically  provided that neither  Tenant nor anyone  claiming by,
     through  or  under  Tenant,  including  but  not  limited  to  contractors,
     subcontractors,  materialmen,  mechanics and laborers, shall have any right
     to file or place  any kind of lien  whatsoever  upon  the  Premises  or any
     improvement thereon, and any such liens are specifically prohibited. Tenant
     shall put all  parties  with whom Tenant may deal on notice that Tenant has
     no power to subject Landlord's interest to any claim or lien of any kind or
     character,  and all such persons so dealing with Tenant must look solely to
     the credit of Tenant, and not to Landlord's interest or assets.

C.   If at any time a lien or  encumbrance  is filed  against the  Premises as a
     result of Tenant's work, materials or obligations,  Tenant shall cause same
     to be  removed  within  ten ( 10) days from the date it is filed.  I f said
     lien or encumbrance has not been removed within ten (10) days from the date
     it is filed, Tenant agrees to deposit with Landlord cash in an amount equal
     to one hundred fifty  percent  (150%) of the amount of the lien, to be held
     by Landlord (without interest to Tenant,  except as may be required by law)
     until the lien is discharged. ARTICLE 16. TAXES:

     Landlord  shall be  responsible  for real  estate/property  taxes  assessed
against the Premises.

ARTICLE 17. UTILITIES:

     Tenant agrees that it will pay all costs for water, sewer, gas and electric
current and other utilities used,  consumed or wasted upon or in connection with
the demised premises during the term hereof and of any renewals thereof,  as and
when the charges for the same shall become due and payable.  Landlord  shall not
be held liable for any failure or interruption of utilities provided to Tenant.

ARTICLE  18.  INSURANCE REOUIREMENTS:

     Tenant shall maintain,  at its sole cost, the insurance coverages set forth
below with companies  satisfactory to Landlord with full policy limits applying,
but not  less  than as  stated.  With  the  exception  of  Workers  Compensation
insurance  policies,  all such  policies  shall be  endorsed  to show  Landlords
additionally  insured and  additional  loss-payee.  Certificates  evidencing the
required  insurance  coverages  shall  be  delivered  to  Landlord  prior to the
Effective  Date of this  Agreement.  Such  certificates  shall  provide that any
change  restricting  or reducing  coverage or the  cancellation  of any policies
under which certificates are issued shall not be valid a..' respects  Landlord's
interest until Landlord has received  thirty (30) days notice in writing of such
change or cancellation.  Further, it shall State that it is primary coverage and
not  concurrent or excess over other valid  insurance  which may be available to
Landlord.

     Workers  Compensation   Insurance  as  required  by  laws  and  regulations
applicable to and covering  employees of Tenant engaged  performance of the work
under this Agreement.

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     Employer's   Liability  Insurance  protecting  Tenant  against  common  law
liability,  in the absence of statutory  liability,  for employee  bodily injury
arising  out of the  master-servant  relationship  with a limit of not less than
$1,000,000.00.

     Commercial  General  Liability   Insurance   including   products/completed
operations  with limits of liability of not less than  $500,000 per  occurrence.
This policy shall cover,  among other risks, the contractual  liability  assumed
under the indemnification provision set forth in this Agreement.

     Nothing  contained  in these  provisions  relating to coverage  and amounts
shall  operate as a limitation of Tenant's  liability in tort or contract  under
the terms of this Agreement, and shall survive termination or expiration of this
Lease.

ARTICLE 19. CASUALTY INSURANCE/TENANT'S OBLIGATION TO REBUILD:

     Tenant, at its own cost and expense,  shall obtain and maintain  throughout
the Term and any Extended  Term,  as the same may from time to time be extended,
for the  benefit of Tenant and  Landlord  as their  interest  may  appear,  In a
Commercial General Liability Policy as Landlord shall reasonably approve, with a
deductible  which does not exceed an amount  approved in writing by Landlord and
with  standard  coverage  endorsement  for the  benefit  of  Landlord.  Prior to
Commencement  of the Term and at least thirty (30) days prior to the  expiration
of any policy or policies previously provided by Tenant hereunder,  Tenant shall
cause a  certificate  of insurance to be furnished to Landlord  evidencing  such
coverage, and providing that the policy or policies will not be canceled nor the
limits thereunder  materially  changed without first providing  Landlord with at
least thirty (30) days prior written notice  thereof.  1fTenant shall not comply
with its covenants made in this Section,  Landlord shall have the right, but not
the obligation,  to cause insurance as aforesaid to be issued, and in such event
Tenant agrees to pay the premium for such insurance as additional  rent upon the
demand of Landlord.  Tenant shall promptly rebuild,  repair and restore the same
to the condition they were in prior to any occurrence  caused by Tenant.  Damage
to the Facility shall not cause an abatement of Tenant's  obligation to pay rent
to Landlord or to make any other  payments  required to be made by Tenant  under
this Lease.

ARTICLE 20. MUTUAL WAlVER OF SUBROGATION:

     Notwithstanding anything else contained and to the extent that the same can
be done without  invalidating  either party's insurance  coverage,  Landlord and
Tenant  hereby  waive any and all rights of  subrogation  as  between  them with
respect to any and all  insurance  carried by either party on or relating to the
Properties,  and each party  agrees to provide the other with  written  evidence
that all such policies  have been so endorsed if the same is required  under the
policies.

     If Landlord is required by a  mortgagee,  which shall be a holder of record
of any  mortgage  covering  the  premises,  to carry  and  maintain  a policy of
insurance for such  coverage,  such policy shall be furnished by Tenant and name
the  mortgagee as an additional  named  insured;  such  insurance may be carried
under so called blanket policy or policies.

     Tenant shall indemnify and save Landlord  harmless against and from any and
all liabilities,  losses, damages, injuries, costs and expenses as hereafter may
occur, arise, or be claimed to occur or arise directly or indirectly from or out
of: (a) any failure by Tenant to make any payment to be made by it  hereunder or
fully to perform and observe any  obligation  or condition  to be performed  and
observed by Tenant hereunder,  or (b) any cause whatsoever on, about or relating
to the premises during the term of this Lease,  however,  or by whomever caused,
whether due in whole or in part to the  negligent  acts or omissions on the part
of Tenant,  or anyone else not party to this Lease and any negligent acts caused
by  negligence  on the part of  Landlord  and Tenant,  and whether  such acts or
omissions are active or passive in character, including, without limitation, any
use,  misuse,  possession,  occupancy or  un-occupancy of the premises by anyone
during the term of this  Lease,  or any failure by Tenant to perform and observe
all  obligations  and  conditions  to be performed and observed by it under this
Lease,  or (c) any cost or expenses  incurred or paid by Landlord in  connection
with  the  foregoing,  including  reasonable  attorney  fees or  other  costs or
expenses in prosecuting or defending any of the foregoing,  whether litigated or
un-litigated.  Tenant shall maintain at its cost comprehensive general liability
insurance in the amount of One Million Dollars ($1,000,000.00)  insuring against
any liability,  loss,  damage,  injury cost or expense  against which Tenant has
agreed hereunder to indemnify and hold Landlord harmless.  Such insurance may be
maintained under a so called blanket policy or policies.

ARTICLE 21. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS:

     If  Landlord's  improvements  on the demised  premises  shall be damaged or
rendered  untenantable  by fire or other  casualty,  the  Landlord  shall within
thirty (30) days from the date of said damage or destruction  commence to repair
or replace  said  improvements  according  to  Tenant's  the  current  plans and
specifications so that the Tenant may continue with occupancy and the same shall
be completed within sixty (60) days thereafter. However Landlord's obligation to


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pay for the cost of rebuilding or repairing  any such damage or  destruction  to
the  improvements  located  on the  demised  premises  shall be  limited  to the
insurance monies payable by reason of such damage or destruction and if the cost
of repairing or replacing said  improvements  according to Tenant's then current
plans  and  specifications  shall  exceed  this  amount  it  shall  be  Tenant's
responsibility  to either (a) pay to Landlord all additional  monies required to
pay for such repair or replacement  (b) require  Landlord to pay such excess and
increase  the base rental  payable  hereunder by thirteen  (13%)  percent of the
costs  incurred by Landlord  which  shall be in excess of the  insurance  monies
payable.  However, it is further agreed that the rent herein required to be paid
shall abate during said period of  untenantability  or if the improvements shall
be damaged but not rendered  untenantable  thereby, the rental shall abate in an
amount  proportionate  to the  decrease in the utility of the  premises.  In the
event Landlord has not commenced  construction,  or has not notified Tenant that
he intends to commence  construction  within fifteen ( 15) days from the date of
such damage, then, and in that event, Tenant may either (a) terminate this Lease
Agreement  by giving  written  notice of such  tenmination  in  accordance  with
Article 29 hereof,  or (b) Tenant may  thereupon and without  further  notice to
Landlord  commence to repair or replace said  building with Tenant having access
to the  insurance  proceeds,  if any,  available  by  reason  of such  damage or
destruction.  In the event Tenant makes such repairs or  replacements,  Landlord
shall be Liable to the  Tenant for any and all costs and  expenses  of Tenant in
making the same and Landlord shall be required to reimburse  Tenant for any such
costs and expenses of Tenant for any costs which Tenant expends for  replacement
or repair of the improvements which shall be in excess of the insurance proceeds
payable by reason of such damage or destruction.  If Landlord fails to reimburse
Tenant within thirty (30) days after receiving  Tenant's  invoice,  Tenant shall
have the right to deduct the amount of the invoice  from rental  payments due to
Landlord and or institute legal action in Law or equity to recover its expenses.
It is agreed by the parties that if the building  cannot be replaced or repaired
within ninety (90) days after such damage to the building,  due to the inability
of either party to obtain  materials or labor needed,  strikes or acts of God or
governmental   restrictions   that  would   prohibit,   limit,   or  delay  said
construction,  then the time for  completion  of said  repairs and  replacements
shall be extended  accordingly,  provided,  that in any event,  if the repair or
replacement of the building has not been complete within a period of One Hundred
Twenty  (120) days from the date of such damage or  destruction,  Tenant  and/or
Landlord may, and in addition to other remedies  available  hereunder,  elect to
terminate this Lease. In the event of any damage or destruction occurring in the
last  twelve  (12)  months of the  original  term of this  Lease or  during  any
extension  of the  term,  to the  extent of fifty  percent  (50%) or more of the
insurable value of the building,  Tenant may, at its option,  to be evidenced by
notice in  writing  giving to the  Landlord  within  thirty  (30) days after the
occurrence of such damage or destruction, in lieu of repairing or replacing such
building  elect  to  terminate  this  lease  as of the  date of said  damage  or
destruction.  All  insurance  proceeds  payable  on  account  of such  damage or
destruction shall be paid to Landlord.

ARTICLE 22. EMINENT DOMAIN:

     If the  whole or any part of the  demises  premises  shall be taken for any
public or quasi public use under any statute or by right of eminent domain or by
private  purchase  in lieu  thereof;  Tenant  reserves  unto itself the right to
prosecute  its claim for an award  bases  upon  injury  caused to its  leasehold
interest by such taking, without impairing any rights of Landlord for the taking
of or injury to the reversion. 1n the event a part of the demised premises shall
be taken and that (a) the part so includes the building on the demised  premises
or any part  thereof or (b) the part so taken  shall  remove  from the  premises
twenty  percent  (20%) or more of the front depth of the parking area thereof or
(c) the part so taken shall consist of twenty-five percent (25% ) or more of the
total parking area or ( d) such part so taken shall result in cutting off direct
access from the demised premises to any adjacent public street or highway, then,
and in any such event,  the Tenant may at any time  either  prior to or within a
period of sixty (60) days after the date when  possession of the premises  shall
be required by the taking  authority elect to terminate this Lease. In the event
that Tenant shall fail to exercise any such option to terminate this Lease or in
the event that a part of the demises  premises  shall be taken by  circumstances
under which the Tenant will have no such option, then the Landlord shall, at its
own cost and  expense and with  reasonable  promptness,  restore  the  remaining
portion of the demised  premises to the extent  necessary  to  reconstitute  the
improvements thereon as a complete  architectural unit,  susceptible to the same
use as that which was in effect  immediately  prior to such  taking and the base
rental  payable under the  provisions  of this Lease shall be equitably  reduced
according  to the  decrease  in the  utility of the  premises  for the  Tenant's
intended use and the effect thereof upon the business of Tenant.

ARTICLE 23. ASSIGNMENT AND SUBLETTING:

     Tenant may not,  without the prior  written  consent of  Landlord,  assign,
sublet or  encumber  this  Lease or its  rights  hereunder.  In the event of any
assignment  or  subletting,  Tenant shall  remain  liable for the payment of all
rents  required  to be paid  hereunder  and for the  performance  of all  terms,
covenants and conditions  herein  undertaken by Tenant and Landlord may exercise
other rights afforded it hereunder.

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ARTICLE 24. SIGNS:

     Tenant  shall not paint or install  any signs on the  Premises  without the
written  consent of Landlord  which consent  shall be in the sole  discretion of
Landlord.  All  signs  shall  be  removed  by  Tenant  upon the  termination  or
expiration of the Lease at Tenant's  expense and the Premises  shall be restored
to their original position.

ARTICLE 25. REMEDIES OF Landlord:

     If Tenant  shall fail to pay any  installment  of rent  promptly on the day
when the same shall become due and payable hereunder, and shall continue in such
default for a period often (10) days,  or if Tenant shall fail to promptly  keep
and  perform  any  other  affirmative  covenants  of  this  lease,  strictly  in
accordance  with the terms of this Lease and shall  continue  in  default  for a
period of fifteen ( 15) days after written notice thereof by Landlord of default
and demand of  performance,  then and in any such event and as often as any such
event shall occur , Landlord may (a) declare the said term ended, and enter into
said premises,  or any part thereof,  either with or without  process of law and
expel Tenant or any person  occupying the same in or upon said  premises,  using
such force as may be  necessary,  and to repossess and enjoy said premises as in
the Landlord's  former estate; or (b) relet the premises applying said rent from
the new  tenant of the  demised  premises  against  the rent  payable  by Tenant
hereunder and Tenant shall be responsible  for no more than the balance that may
be due, should a balance exist.  However if any default shall occur,  other than
the payment of money,  which cannot with due  diligence be cured within a period
of thirty (30) days,  and if Tenant prior to the  expiration  of(30) thirty days
from and after the giving of the notice as  aforesaid,  eliminates  the cause of
such default,  then Landlord  shall not have the right to declare the term ended
by reason of such default.

ARTICLE 26. LANDLORD'S ACCESS TO PREMISES:

     Landlord shall have reasonable rights of access to the demised premises for
the purpose of inspecting the condition thereof from time to time throughout the
term of this Lease and any renewals thereof.  Landlord shall also have the right
during the last two (2) months of the Lease term or any renewal  thereof to show
the demised  premises  to any  prospective  tenant at  reasonable  times  during
business  hours  and  place  any  rental  or "For  Rent"  signs on or about  the
Premises.

ARTICLE 27. SURRENDER OF PREMISES:

     Tenant shall, after the last day of the term or any extension  thereof,  or
upon any earlier  termination  of such term,  surrender and yield up to Landlord
all of Landlord's  Improvements on such premises in good order,  condition,  and
state of  repair,  reasonable  wear and tear and the  provisions  of  article 19
hereof excepted. AR\TICLE 28. HOLDING OVER:

     In the event Tenant continues to 0ccupy the premises after the first day of
the term hereby  created,  or after the last day of any  extension of said term,
and the Landlord elects to accept rent thereafter, a tenancy from month to month
only shall be created under and subject to all other provisions contained herein
and Landlord shall be entitled to collect any  additional  rental amounts to the
maximum amount permitted under Florida law. ARTICLE 29. SERVICE OF NOTICE:

     Every  notice,  approval,  consent  or other  communication  authorized  or
required  by this  Lease  shall not be  effective  unless  the same  shall be in
writing and sent postage prepaid by United States  registered or certified mail,
return receipt requested. and if for Landlord shall be addressed to: Mr. John A.
Roschrnan 5651 N. W. 29th Street, Margate, FI, 33063, and if for Tenant shall be
addressed to :5653 N. W.29th  Street.  Margate.  FI. , or such other  address as
either party may designate, by notice given from time to time in accordance with
this Article. Any notice given in accordance with the provisions of this Article
shall be deemed to have been  given as of the date such  notice  shall have been
placed in the United States Postal Service. The rent payable by Tenant hereunder
shall be paid to Landlord at the same place where a notice to Landlord is herein
required to be directed.

ARTICLE 30. SUCCESSORS AND  ASSIGNS:

     The terms,  conditions,  and  covenants of this lease shall be binding upon
and shall  inure to the  benefit of each of the  parties  hereto,  their  heirs,
personal  representatives,  successors or assigns,  and shall run with the land,
and where  more than one party  shall be  Landlord  under this  Lease,  the word
Landlord  whenever  used in this Lease shall be deemed to include all  Landlords
jointly and severally.


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ARTICLE 31. LIMITATION OF LANDLORD'S LIABILITY:

     The  obligations of Landlord  under this Lease do not  constitute  personal
obligations of l,andlord or the individual  partners,  shareholders,  directors,
officers,  employees  or agents of  Landlord,  and Tenant  shall look  solely to
Landlord's  interest  in the  Premises  and  Center,  and to no other  assets of
Landlord,  for  satisfaction of any liability in respect of this Lease, and will
not seek recourse  against the  individual  partners,  shareholders,  directors,
officers,  employees or agents of Landlord or any of their  personal  assets for
such satisfaction. No other properties or assets of Landlord shall be subject to
levy,  execution.  or other  enforcement  procedures for the satisfaction of any
judgment  ( or other  judicial  process)  or for the  satisfaction  of any other
remedy  of  Tenant  arising  out  of or  in  connection  with  this  Lease,  the
relationship of landlord and Tenant, or Tenant's use of the premises.

ARTICLE 31.(b) PERSONAL PROPERTY LIABILITY

     All personal property placed or moved in the premises above described shall
be at the risk of the Tenant or Owner thereof,  and Landlord shall not be liable
for any damage to said personal property, or to the Tenant arising from bursting
or  leaking  water  pipes,  or from any act of  negligence  of any co- tenant of
occupants of the building or of any other person  whomsoever .

ARTICLE 32. SALE:

     In the event the original Landlord hereunder, or any successor owner of the
Center,  shall sell or convey, or otherwise transfer the Center,  aI1liabilities
and  obligations  under this Lease on the part of the  original  Landlord,  or a
successor  owner,  accruing  thereafter  shall  terminate and thereupon all such
liabilities and obligations shall be binding upon the new owner.  Tenant and any
assignee or subTenant of Tenant hereby agrees to attorn to any such new owner .

ARTICLE 33. Landlord'S RESERVED RIGHTS:

     Without  notice and without  liability to Tenant,  Landlord  shall have the
right to grant utility easements or other easements in, or re-plat, subdivide or
make other  changes in the legal status of the land  underlying  the Premises as
Landlord shall deem appropriate in its sole  discretion,  provided such grant or
changes do not substantially interfere with Tenant's use of the Premises for the
use as set  forth in  Article  5;  (ii)  sell the  Premises  (or any  portion(s)
thereof)  and assign  this Lease,  to the  purchaser,  and upon such  assignment
Landlord  shall be  released  from all of its  obligations  under this Lease and
Tenant agrees to attorn to such  purchaser,  or any other successor or assign of
Landlord through foreclosure or deed in lieu of foreclosure or otherwise, and to
recognize such person as successor  Landlord under this Lease;  (iii) change the
name or street  address of the Premises;  (iv) install and maintain signs on the
Premises;  and (v) make such Rules and Regulations as, in the sole discretion of
Landlord,  may be needed from time to time for the safety of the  Premises,  the
care  and  cleanliness  of the  Premises,  and the  preservation  of good  order
therein.

ARTICLE 34. LANDLORD'S LIEN:

     To secure the payment of all Rents due and to become due hereunder, and the
faithful performance of all other terms, covenants, agreements and conditions of
Tenant under this Lease,  Tenant hereby  grants to Landlord an express  contract
lien on and security interest in all personal property, fixtures, furnishings or
merchandise  which  may be  placed  in or on the  Premises,  together  with  any
insurance or other  proceeds  thereof.  All exemption  laws are hereby waived by
Tenant.  This lien and security  interest are given in addition to, and shall be
cumulative to, Landlord's statutory lien(s)..  In an Event of Default,  Landlord
shall have the right,  but not the obligation,  to remove such property from the
Premises  and  to  store  such  property  in  any  place  selected  by  Landlord
(including,  without limitation, a public warehouse), at the expense and risk of
the owner(s) thereof, and to sell or otherwise dispose of such property, with or
without  notice,  in  such  manner  as  Landlord  shall  determine  in its  sole
discretion,  and Landlord  further  shall be entitled to become the purchaser of
any such  property  upon  offering the highest  price at any sale  thereof.  The
proceeds  of any such sale  shall be  applied,  first to the costs of such sale,
second to any costs of storage and removal,  third to the payment of any damages
or-other sums of money which may be due from Tenant to Landlord under any of the
terms  hereof or  otherwise,  and the  balance,  if any, to be paid to Tenant or
whosoever shall be entitled to the same.

ARTICLE  35. RECORDING:

     This Lease shall not be recorded.  However if either of the parties  hereto
desire to record a statutory memorandum of this Lease, Landlord and Tenant agree
to execute and deliver to the other a memorandum of this Lease  containing  only
minimum statutory  requirements,  which memorandum of Lease may then be recorded
in the  appropriate  office of the County  within which the demised  premises is
located.


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ARTICLE 36. COMMISSIONS:

     Landlord and Tenant  hereby  warrant and represent to the other that it has
had no dealing with any Real Estate broker or agent {other than Landlord's agent
Steven Gee} ,in  connection  with Lease,  and Landlord and Tenant further hereby
warrant to the other that it shall indemnify the other party as to any liability
for the payment of any real estate broker's  commission claimed to be payable by
reason of services  performed  by said broker  pursuant to the request or either
Landlord or Tenant. Landlord acknowledges that Landlord shall be responsible for
payment or broker's commission to Steven Gee in connection with this Lease.

ARTICLE 37. AMENDMENTS:

     No waivers, alterations, or modifications of this Lease or other agreements
in connection  therewith  shall be valid unless in writing duly executed by both
Landlord and Tenant herein.

ARTICLE 38. ESTOPPEL CERTIFICATE:

     Tenant  agrees to provide at any time,  within five (5) days of  Landlord's
written  request,  a statement  certifying  that this Lease is unmodified and in
full force and effect or, if there have been modifications, that same is in full
force and effect as modified  and stating  the  modifications,  and the dates to
which  the rent or other  charges  have  been  paid in  advance,  if any.  It is
intended  that any such  statement  delivered  pursuant  to this  Section may be
relied upon by any prospective purchaser or mortgagee of the Premises. If Tenant
fails to execute such  statements  within ten (10) days after written request by
Landlord  therefor,  Tenant shall be deemed to have approved the contents of any
such statements submitted to Tenant by Landlord and Landlord is authorized to so
certify .

ARTICLE  39.  INV  ALIDITY  OF  PROVISIONS:

     If any  term,  coyenant,  condition  or  provision  of  this  lease  or the
application  thereof to any person or circumstance shall, at any time, or to any
extent,  be  inyalid  or  unenforceable,  the  remainder  of this  Lease  or the
application  of such term or  provision to persons or  circumstances  other than
those as to which it is held  invalid or  unenforceable,  shall not be  affected
thereby; and each term, covenant, condition and provision of this Lease shall be
valid and enforceable to the fullest extent permitted by law.

ARTICLE  40.  RADON  GAS:

     Radon is a naturally occurring radioactive gas that when it has accumulated
in a building in sufficient  quantities,  may represent  health risks to persons
who are exposed to it over time.  Levels of radon that exceed  Federal and State
guidelines  have been found in  buildings  in  Florida.  Additional  information
regarding Radon and Radon testing may be obtained from your county public health
unit.

ARTICLE 41. BANKRUPTCY, INSOLVENCY

     If the Tenant shall become insolvent or if bankruptcy  proceedings shall be
begun by or against the Tenant,  before the end of this lease term the  Landlord
is hereby irrevocably  authorized at its option, to forthwith cancel this lease,
as for default.  Landlord may elect to accept rent from such receiver,  trustee,
or other judicial  officer during the term of their occupancy in their fiduciary
capacity without effecting  Landlord's rights as contained in this contract.  No
receiver, trustee, or other judicial officer shall ever have any right, title or
interest  in or to the above  described  premises  by  virtue of this  contract.

ARTICE 42. CAPTIONS:

     The  captions  appearing  in this  Lease are  inserted  only as a matter of
convenience  and in no way define,  limit,  construe  or  describe  the scope of
intent of such articles of this Lease.

ARTICLE 43.  OPTION TO RENEW:

     Landlord grants tenant One (1) Two (2) year Option to renew this lease with
3 months prior written notice. Rent for Renewal term shall be the previous years
rent  increased by Five Percent (5%). The second year of the option period shall
also have a Five Percent (5%) escalation over prior years rent.

ARTICLE 44. ENTIRE  AGREEMENT:

     This  Lease  supersedes  any and all other  agreements,  either  oral or in
writing,  between the parties  hereto with  respect to the demised  premises and
contains all of the covenants, agreements, and other obligations between the

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ARTICLE 45:  CITY OF MARGATE APPROVAL

     Subject to approval for occupational license, including police and fire.

     IN WITNESS  WHEREOF,  the parties hereto have set their hands to duplicates
hereof, this 10TH day of December, 1998. Signed and acknowledged in the presence
of:

Landlord:
John A Roschrnan

By::  /s/ John n A Roschman

Tenant:
VISTA VACATIONS INTERNATIONA, INC.


By: /s/ Teri Nadler



State of FLORIDA
County of BROWARD

Before me personally  appeared John A. Roschman to me well known and known to me
to be the Landlord in the foregoing  instrument,  and acknowledged to and before
me that he executed said instrument for the purposes therein expressed.

WITNESS my hand and official seal, this 10TH day of December, A.D.., 1998.

/s/ MARY PAT HEVENER
Notary Public

State of FLORIDA
County of

Before me personally appeared Teri Nadler to me well known and known to me to be
the President of Visa Vacations International, Inc. in the foregoing instrument,
and  acknowledged  to and  before me that -  executed  said  instrument  for the
purposes therein expressed.

WITNESS my hand and official seal, this 10th  day of December  A.D., 1998.

/s/ MARY PAT HEVENER
Notary Public


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