VACATIONS.COM

North America's Largest Vacation Selling Network

February 9, 2000


Teri Nadler
Vista Vacations International
5653 NW 29th Street

Margate, FL 33063

Dear Teri:

We  congratulate  you for a year of hard work and  dedication!  Vacation.com  is
proud to include you among our elite group of  success-oriented  agencies and is
pleased to renew your membership!

Renewing is simple and seamless:

         Complete the enclosed APPLICATION in its entirety date and sign.

         Issue a check  for the  MEMBERSHIP  FEE as  indicated  on the  enclosed
invoice.

         Mail the APPLICATION  and the MEMBERSHIP FEE to  Vacation.com  today. A
         return envelope is enclosed for your convenience.

Your  agency will  continue  receiving  preferred  supplier  overrides,  plus an
arsenal of  exclusive  offers  including  upgrades,  ship board  credits,  extra
discount certificates,  select-sailing exclusive offers and group rates. We look
forward to another record-breaking year!


VACATION.COM                                        Member Renewal

                           MEMBERSHIP APPLICATION FORM

Today's date: 2/11/00                 Agency Name: Vista Vacations International

Street Address:     5653 NW 29th Street

City: Margate                       State: Florida              Zip Code: 33063

E-mail address: Terie@flinet.com                     URL Address:

Telephone: 954-975-0898                              Fax: 954-975-8447

List any existing Consortium/Co-op/Franchise Affiliations:   none

CLIA number: 00526993

Date of CLIA Appointment:           11/1/98   Date of IATA Appoiuntment: Pending

Home Office

No. of Years in Business: 1    No. of Employees: 6
                                                No. of Years at this Location: 1

Annual Volume: $1.2 MIL

Name of Owners who are Full-time employees: Teri Nadler, Jean Hickman,
                                            Alicia Torrealba

Percentage of Business: Retail   100%

Description of Agency: "Mostly Independent home based agents

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An agreement is made by and between  Vacation.com,  a corporation  organized and
existing under the laws of the State of New York,  having as principal  place of
business in West Islip, New York and the following company thereinafter referred
to as travel agent. Vacation.com is engaged in Travel Industry Marketing and has
developed  and  continues  to  use  in  connection  with  its  business  certain
trademarks  copyrights  proprietary  interests  service  marks and trade  names,
including the Vacation.com  logo to identify the corporation to the public.  The
parties therefore agree as follows:

1)       Vacation.com will not accept any dual affiliation with any other Travel
         Industry  Marketing  association:   travel  consortium  or  cooperative
         franchise  affiliation,  immediate  action  will be take to remove your
         agency from  Vacation.com'c  agency  membership.  Travel  agent  hereby
         agrees to utilize  Vacation.com system of Travel Industry Marketing and
         recognize   Vacation.com  as  the  primary   consortium/co-op/franchise
         affiliation with all suppliers.

2)       Vacation.com  hereby  grants the travel  agent the right to use certain
         Vacation.com trademarks owned and used by Vacation.com for as long as a
         Member is in good  standing.  Member upon  termination  of  membership,
         shall be  required  to cease in the use and  return  of any and and all
         Vacation.com identifications, logos, trademarks, materials, information
         and  lists or  facsimile  thereof  Vacation.com  reserves  the right to
         require as a condition  of the  continuation  of this  agreement,  that
         Member establish or maintain in good standing, appointment in ARC, IATA
         or CLIA.

         Member agrees that in the event it is also a member of and has override
         or residual  agreements  through  another  travel  sales and  marketing
         consortium,  co-op,  association  or entity,  Vacation.com  will be the
         marketing  affiliation  through which  overrides will be earned and all
         such other former agreements will be thereby superseded.

         This  agreement  supersedes  and  nullifies  and previous  Vacation.com
         membership agreements.

3)       Vacation.com  agrees to cooperate with and make available tot he travel
         agent, operating and marketing procedures to assist the travel agent in
         implementing  the  Vacatiopn.com  system of Travel Industry  Marketing.
         Vacation.com   will  provide  each  member  with  a  specific  list  of
         suppliers.  Vacation.com  will provide  information  on procedures  and
         commissions on a regular basis.

4)       Vacation.com shall have the right, upon written notice to travel agent,
         to  terminate  this  agreement  in the event  travel agent shall become
         insolvent,  file for bankruptcy,  commit acts detrimental tot he travel
         public or the  Vacation.com  name and reputation.  Vacation.com  agrees
         that it will use its  best  efforts,  subject  to  compliance  with all
         applicable  federal  state and local laws,  to  negotiate  with various
         Preferred  Suppliers  (hereinafter  called "suppliers") of air, land or
         sea  travel,  and  other  services  and  products  for  commissions  or
         discounts for members of Vacation.com.  In return, Member agrees to use
         best effort, to promote and sell Vacation.com preferred suppliers.  The
         names  of  such   suppliers   shall  be   provided  to  the  Member  by
         Vacation.com, but the Member shall not be

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         required to act as agent for any  supplier  and shall be  permitted  to
         negotiate with any supplier with respect to commissions  without regard
         to  Vacation.com.  Vacation.com  will  make an effort  to  correct  the
         condition,  but  shall  not be  held  liable  for  default,  errors  or
         omissions on the part of the suppliers to perform according to terms of
         or to renew the supplier contract with Vacation.com.  Vacation.com will
         periodically  evaluate Members production with Preferred  Suppliers and
         reserves the right to terminate agreement due to low productivity.

5)       Vacation.com  shall prepare a schedule of override  commissions and pay
         to  travel  agent a  portion  of said  override  commissions.  Override
         commissions shall be considered as any payments made to Vacation.com or
         to the travel agent by  suppliers of travel  service as a result of the
         Vacation.com  efforts and their systems of marketing.  The travel agent
         agrees that  Vacation.com  may collect  override  commissions as travel
         agent's  representative.   Inclusion  in  Preferred  Supplier  override
         commission  programs  is at  the  discretion  of  individual  Preferred
         Suppliers.  Members  must  be in good  standing  with  Vacation.com  to
         receive such overrides.

6)       It is  understood by both parties in the  relationship  that the travel
         agent is an independent  contractor who is not authorized to enter into
         any  contract  on  behalf  of  Vacation.com.  Neither  party  shall  be
         obligated  for any act or  omission  of the other,  and each shall hold
         harmless  and  indemnify  the other  against  any and all  claims  with
         respect to the operations of the travel agent and Vacation.com.

7)       Membership  will be effective on the first day of the  following  month
         upon receipt of fees, affiliation letter and at the sole discretion and
         approval of Vacation.com.

8)       This agreement constitutes the entire agreement between the parties.

9)       This agreement shall be governed by the laws of the State of New York.

In witness  whereof the parties  hereto have signed this  agreement  the day and
year fiurst written below:

Agency:           Vista Vacation International
Name:             Teri Nadler, Pres.
Date              2/11/00


VACATION.COM

754 Montauk Highway
West Islip, NY 11795

                                             Date: 2/8/00              Inv #438

Bill To

         Teri Nadler
         Vista Vacations International
         5653 NW 29th Street

         Margate, FL 33063

Membership Dues            February 2000 to February 2001          $300.00

Encls.

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