SECURITY AND PLEDGE AGREEMENT


     THIS  AGREEMENT  made as of November 14, 1998, by and among NELLIE  TIPPERY
residing at 219 E. Wiser Lake Rd. Lynden Wash.  98264  (TIPPERY),  JEAN HICKMAN,
residing at 3780 SW 19 th Street, Fort Lauderdale,  FL 33312, (HICKMAN),  ALICIA
TORREALBA,  residing at 1965 South Ocean Drive,  Apartment 2J,  Hallandale,  Fl.
33309, (TORREALBA), and VISTA VACATIONS INTERNATIONAL. INC., conducting business
at 6645 Northwest 48th Manor, Coral Springs, Fl. 33067 (VISTA)

                                    RECITALS

     Whereas,  TIPPERY,  HICKMAN,  and TORREALBA are Members of VISTA  VACATIONS
INTERNATIONAL INC., and are parties to that certain Shareholders Agreement dated
as of  November  13,  1998,  whereunder  TIPPERY  has  lent to  VISTA  VACATIONS
INTERNATIONAL  INC, the sum of  $100,000.00  as and for working  capital for the
conduct of its business (the "VISTA VACATIONS INTERNATIONAL LOAN"); and,

     WHEREAS,  VISTA  VACATIONS  INTERNATIONAL,  INC., has executed a promissory
note to repay the VISTA VACATIONS  INTERNATIONAL  LOAN and a security  agreement
and  financing to  collateralize  said loan;  and,

     WHEREAS,  NADLER  as  majority  shareholder  and  CEO  of  VISTA  VACATIONS
INTERNATIONAL,  INC., and as parties to that certain  Shareholders  Agreement of
even date,  whereunder TIPPERY has lent VISTA VACATIONS  INTERNATIONAL INC., the
sum of  $100,000.00  for which  collateral is given as security  hereunder  (the
VISTA LOAN) and

     WHEREAS  NADLER  as  majority   shareholder  and  CEO,  on  behalf  of  the
corporation,  VISTA VACATIONS  INTERNATIONAL,  INC., has executed the promissory
note to repay the VISTA VACATIONS INTERNATIONAL,  Inc. LOAN and to collateralize
the said loan hereunder.

     NOW THEREFORE, in consideration of the foregoing premises and of the mutual
promises herein set forth, the parties agree as follows:

1.   Secured Obligations.  The obligations of VISTA VACATIONS  INTERNATIONAL for
     which  Collateral  is  held  hereunder  ("Secured   Obligations")  are  the
     Promissory Notes annexed hereto collectively as Exhibit "A".

2.   Collateral. Contemporaneously herewith, VISTA VACATIONS INTERNATIONAL, INC.
     has  delivered  to  TIPPERY  the  stock   certificate  and  certificate  of
     ownership,  listed below,  each representing the indicated number of shares
     of  the  capital  stock  of  VISTA  VACATIONS  INTERNATIONAL  INC.,  (Share
     Certificate")  together  with a stock  power  for  each  Share  Certificate
     executed in blank with the  ownership  interest of HICKMAN,  TORREALBA  and
     VISTA VACATIONS INTERNATIONAL.,  ("Certificate of Ownership") together with
     a duly  executed  assignment  and  power  of  transfer  executed  in  blank
     (collectively the "Transfer  Powers") The Share Certificate and Certificate
     of Ownership and  accompanying  Transfer  Powers are sometimes  hereinafter
     referred to as "Collateral Documents", and the shares of stock evidenced by
     the  Share  Certificate  and  the  ownership   interest  evidenced  by  the
     Certificate of Ownership as "Collateral". The Collateral shall also include
     all  distributions  of cash and other property which may be made in respect
     of the existing and future Collateral, including stock dividends as well as
     all  securities  of any nature which may be issued in exchange  therefor by
     reason of any stock split, reorganization, merger recapitalization or other
     event  all  of  which  shall  be  received  in  trust  by  VISTA  VACATIONS
     INTERNATIONAL (if VISTA VACATIONS INTERNATIONAL should come into possession
     of the same) and to be delivered promptly to TIPPERY together with executed
     stock powers,  assignments or other  appropriate  instruments to facilitate
     their transfer in the event of default.

                                      203

<PAGE>

     The  Collateral  Documents  delivered to TIPPERY  consist of the  following
Share Certificate and Certificate of Ownership together with Transfer Powers:

Certificate Number              Number of Shares        Ownership Interest
1                               20                                  1.333
2                               20                                  1.333
3                               320                                  21.33



3.   Grant of Security Interest.  VISTA VACATIONS  INTERNATIONAL,  INC., HICKMAN
     and  TORREALBA  hereby  grants  to  TIPPERY  a  security  interest  in  the
     Collateral,  present  and  future,  to secure  due and prompt  payment  and
     performance of the Secured Obligations.  TIPPERY and any officer or Member,
     as  the  case  may  be,  are  irrevocably  authorized  by  VISTA  VACATIONS
     INTERNATIONAL,  INC. to  complete  the  Transfer  Powers in order to effect
     transfer  of  Collateral  in the event of a breach or default in respect of
     the Secured Obligations.

4.   Default.  In the event of a default in respect of the Secured  Obligations,
     in addition to any and all other available remedies, TIPPERY shall have the
     right to sell so much of the  Collateral  as shall be  necessary to pay all
     costs and expenses and to satisfy the Secured Obligations.  The proceeds of
     sale or disposition of the Collateral shall be applied as follows:

     First,  toward payment of all costs of taking possession of and selling the
     Collateral.  Second, to pay in full all amounts due by reason of the breach
     or default with respect to the Secured Obligations or any of them.

     Third, the balance, and the remaining Collateral  Documents,  if any, shall
     be  refunded  and  returned to VISTA  VACATIONS  INTERNATIONAL,  INC.  upon
     receipt of an unqualified general release.

5.       Procedure Following Default.

A.        TIPPERY shall notify VISTA VACATIONS INTERNATIONAL,  INC., HICKMAN and
          TORREALBA  in  writing  of any  breach or default on the part of VISTA
          VACATIONS INTERNATIONAL, INC. with respect to any Secured Obligations,
          stating the nature of the breach or default ("Default Notice"). Unless
          TIPPERY shall receive notice from VISTA VACATIONS INTERNATIONAL,  INC.
          within ten (10)  business  days after  receipt of the Default  Notice,
          contesting the existence of the default and  specifically  stating the
          basis for such objection,  TIPPERY shall have the right,  immediately,
          to liquidate or otherwise  realize on the  Collateral.  TIPPERY  shall
          have the right to sell or dispose of the  Collateral in any lawful and
          commercially  reasonable manner consistent with applicable  provisions
          of the  Uniform  Commercial  Code as in  effect  in the  State  having
          Jurisdiction over the Collateral, at a public or private sale pursuant
          to prior  written  notice to VISTA  VACATIONS  INTERNATIONAL,  INC. of
          fifteen  (15) days or more.  TIPPERY  shall have the right to purchase
          all or any part of the  Collateral  at any such public sale,  with the
          same force and effect as if TIPPERY  were a  disinterested  purchaser.
          The  process of the sale  shall be applied  pursuant  to  Paragraph  4
          hereof. If the net proceeds from sale of the Collateral, after payment
          of expenses as provided in Paragraph 4, shall be  insufficient  to pay
          and  discharge  the  Secured   Obligation  in  full,  VISTA  VACATIONS
          INTERNATIONAL, INC. shall remain liable for the deficit.

                                      204

<PAGE>

B.        If TIPPERY shall receive a notice from VISTA VACATIONS  INTERNATIONAL,
          INC.  within five (5) business days after receipt of a Default Notice,
          setting  forth a bona fide and good  faith  basis for  contesting  the
          Default Notice, as hereinabove provided,  TIPPERY shall defer its sale
          or  liquidation  of the Collateral for a period of twenty (20) days to
          permit  VISTA  VACATIONS  INTERNATIONAL,  INC.  to  commence  judicial
          proceedings. IF VISTA VACATIONS INTERNATIONAL,  INC. shall succeed, by
          judicial proceedings or otherwise, in delaying the liquidation or sale
          of Collateral, VISTA VACATIONS INTERNATIONAL, INC. shall be liable for
          interest during the period form the time of her notice  contesting the
          default  until  payment  of the  damages  at a rate equal to four (4%)
          percent  above the "prime"  rate as set forth on that day as published
          in The Wall Street Journal.

6.   VISTA  VACATIONS  INTERNATIONAL,  INC.'S  Representations,  VISTA VACATIONS
     INTERNATIONAL, INC. makes the following representations to TIPPERY:

     A.   VISTA VACATIONS INTERNATIONAL, INC. owns and holds the Collateral free
          and clear of any and all liens,  claims and security  interests of any
          nature  whatsoever  other  than the  security  interested  granted  to
          TIPPERY hereunder

     B.   VISTA  VACATIONS  INTERNATIONAL,   INC.  has  unrestricted  power  and
          authority  to enter into this  Agreement  and o deliver and pledge the
          Collateral  and perform their  obligations  pursuant to this Agreement
          and such acts by VISTA  VACATIONS  INTERNATIONAL,  INC. do not violate
          any  law,  rule,  regulation,  order,  injunction  or  decree  by  any
          governmental  body or agency or of any  Court,  nor any  agreement  to
          which VISTA VACATIONS INTERNATIONAL, INC. is a party or by which VISTA
          VACATIONS  INTERNATIONAL,  INC. or the  collateral  are bound.  C. The
          Collateral  is  duly  and  validly  issued  and  outstanding  and  non
          assessable.  Upon lawful sale of the  Collateral  or any part  thereof
          following default TIPPERY is duly authorized and empowered to transfer
          and will have transferred good title to the purchaser(s)  thereof free
          of all claims liens and security interests.

7.   Notices. Notices hereunder shall be given by certified mail, return receipt
     requested,  or by overnight  mail or Federal  Express or similar  overnight
     delivery service by a reputable carrier which obtains and provides delivery
     receipts,  addressed to the parties at their respective addresses set forth
     at the head of this agreement or at such  substituted  address as any party
     may from time to time  designate  for such  purpose by notice given in like
     manner to the other(s).

8.   Counterparts.  This Agreement may be executed in any number of counterparts
     and may either  contain  original  signatures or  facsimile(s)  or original
     signatures with the same effect as if all parties hereto had all signed the
     same  document.  All  counterparts  will be  construed  together  and  will
     continue one (1) agreement.

9.   Binding  Effect,  This  Agreement,  and the rights and  obligations  of the
     parties  arising  hereunder  shall be binding  upon and shall  inure to the
     benefit of the parties and their respective heirs, administrators, personal
     representatives and assigns

                                      205
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement or have caused
their duly  authorized  officers to execute  this  Agreement  and to affix their
seals hereunto as of the day and year first above written.

WITNESS
                                                        /s/ Teri Nadler
----------                                              ------------------
                                             VISTA VACATIONS INTERNATIONAL, INC.

----------                                              ------------------
                                                          NELLIE TIPPERY

                                                        /s/ Jean Hickman
                                                        ----------------
                                                           JEAN HICKMAN

                                                        /s/ Alicia Torrealba
                                                          -----------------
                                                           ALICIA TORREALBA


EXHIBIT "A"



Promissory Note from VISTA VACATIONS INTERNATIONAL, INC. to NELLIE TIPPERY dated
November 13, 1998

Promissory  Note from JEAN HICKMAN to NELLIE TIPPERY dated November 13, 1998

Promissory Note from ALICIA TORREALBA to NELLIE TIPPERY dated November 13, 1998


                                      206