Vista Vacations International Shareholders Agreement

                  SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY

     AGREEMENT,  made and entered into as of the 13th day of November  1998 , by
and among TERRI NADLER,  residing at 6645 Northwest  48th Manor,  Coral Springs,
Fla, 33067, and NELLIE TIPPERY,  residing at 219 E. Wiser Lake Rd., Lynden Wash.
98264, JEAN HICKMAN,  residing at 3780 SW 19th Street, Fort Lauderdale,  Florida
33312,  ALICIA  TORREALBA  residing at 1965 South  Ocean  Drive,  Apartment  2J,
Hallendale,  Florida 33309,  collectively  referred to as the "Shareholders" and
Vista Vacations  International,  Inc., (the  "Corporation") with offices at 6645
Northwest 48th Manor, Coral Springs, Fla, 33067.

                              W I T N E S S E T H:

     WHEREAS,  the  Corporation  was  incorporated  on November  13, 1998 and is
presently in good standing;  and

     WHEREAS,  the Shareholders desire to provide for the contemplated  business
of the  Corporation  and assure the continuity of management of the  Corporation
and its business,  and in furtherance  thereof, to place certain restrictions on
the sale,  transfer or other  disposition of the shares of the  Corporation  now
owned or hereafter acquired by each of them;

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, the parties hereby agree as follows:

        1.       Offices

     (a) Principal Office:  The principal office of the Corporation in the State
of Florida shall be located at 6645  Northwest  48th Manor,  Coral  Springs,  FL
33067.  The  Corporation  may have such other offices,  either within or without
Florida, as the Shareholders may designate or as the business of the Corporation
may from time to time require.

     (b) Registered Office:  The registered office of the Corporation,  required
by the laws of Florida,  may,  but need not,  be  identical  with the  Principal
Office in the state of Florida.  The address of the initial registered office of
the Corporation is 6645 Northwest 48th Manor,  Coral Springs,  FL 33067, and the
initial  registered agent at such address is NADLER.  The registered  office and
the  registered  agent  may ne  changed  from  time  to time  by  action  of the
Shareholders  and by filing the  prescribed  form with the Florida  Secretary of
State.

        2.       Meetings and Management

     (a) Operations:  The Corporation is to be managed by its Shareholders.  The
day to day affairs and all  business in the ordinary  course of the  Corporation
may  be  carried  out  by any  Shareholder  without  the  consent  of the  other
Shareholder(s).  However, any action by the Corporation that requires either the
disbursement  of  Corporation  funds  un  excess  of Ten  Thousand  ($10,000.00)
Dollars,  the  adjustment,  but not the initial  setting of any  compensation of
distribution of any Shareholder, or the sale of all, or substantially all of the
Corporation's  assets,  shall  require  the vote and  written  approval of those
Shareholders  owning  a  seventy  (70%)  percent  or  greater  interest  in  the
Corporation.  All other actions taken by the Corporation  shall require the vote
and  approal  of  the  Shareholders   owning  a  majority  in  interest  on  the
Corporation.

     (b) Meetings:  Corporation decisions and actions that need to be decided by
a majority or seventy (70%) percent or greater in interest of the  Shareholders,
as the case may be, shall be decided at meetings regularly called with notice to
all  Shareholders.  For  purposes of  determining  a "majority in  interest",  a
Shareholder's  interest  will be his  interest  in the profits and losses of the
Corporation as set forth herein and a majority will mean fifty-one (51%) percent
or more.


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     (c) Notice of Meeting:  Written or telephonic notice stating the place, day
and hour of the  meeting,  the purposes for which the meeting is called shall be
delivered  not less than three (3) days before the date of the  meeting,  either
personally or by mail, by or at the direction of any Shareholder,  to each other
Shareholder or record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be  delivered  when  deposited  in the  United  States  mail,
addressed  to the  Shareholder  at his address as it appears on the books of the
Corporation,  with postage  thereon  prepaid.  When all the  Shareholders of the
Corporation are present at any meeting,  or if those not present sign in writing
a waiver of notice of such meeting,  or subsequently  ratify all the proceedings
thereof,  the  transactions  of such  meting  are as valid as if a meeting  were
formally called and notice had been given.

     Procedure:   The   Shareholders  may  adopt  rules  of  procedure  for  the
Corporation --------- meetings,  which rules shall not be inconsistent with this
agreement.

     Informal  Action of  Shareholders:  Unless  otherwise  provided by law, any
action  required  to be taken at a  meeting  of the  Shareholders,  or any other
action which may be taken at a meeting of the Shareholders, may be taken without
a meeting if a consent in  writing,  setting  forth the action  taken,  shall be
signed by all  Shareholders  entitled to vote with respect to the subject matter
thereof.

     (d) Telephonic Meeting:  Shareholders of the Corporation may participate in
any meeting of the  Shareholders  by means of  conference  telephone  or similar
communication of all persons  participating in such meeting can hear one another
for the entire discussion or the matter(s) to be voted upon.  Participating in a
meeting pursuant to this Section shall constitute presence at such meeting.

        3.       Management Restrictions

     (a)  Loans:  No loans  other  than  the loan  made by  Nellie  Tippery,  as
evidenced by a Security and Pledge  Agreement,  dated  November 13, 1998, to the
Corporation shall be contracted on behalf of the Corporation and no evidences of
indebtedness  shall be issued in its name other than in the  ordinary  course of
business, unless authorized by a resolution of the Shareholders.  Such authority
may be general or confided to specific instances.

     (b) Contracts:  The  Shareholders may authorize any Shareholder or agent of
the Corporation to enter into any contract or execute any instrument in the name
of and behalf of the Corporation,  and such authority may be general or confined
to specific instances.  Any Shareholder may enter into contracts in the ordinary
course of business, unless restricted by resolution of the Corporation.

     (c)  Banking:   The  Corporation   shall  maintain  bank  accounts  in  the
Corporation's name in a bank chosen by the Shareholders. Checks and drafts shall
be drawn on the  Corporation's  bank account for  Corporation  purposes only and
shall be  signed by a  Shareholder  or  designated  agent.  NOTWITHSTANDING  the
foregoing,  however, all checks,  drafts,  contracts and instruments,  valued in
excess of Ten Thousand  ($10,000.00 ) Dollars,  must contain the dual signatures
of Teri Nadler and any other Shareholder or designated agent.

         4.  Prior  Shareholders'  Agreements.

     All prior  agreements  and  understandings  among the  parties  hereto with
respect to the subject matter hereof are hereby terminated and are of no further
force or effect.


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         5.     Shareholders; Subchapter S Election.

     (a) The Shareholders own the following number of shares of the common stock
of the corporation, being 100% of the total issued and outstanding shares of the
Corporation:

                  Shareholder                        Number of Shares

                  NADLER                                765

                  TIPPERY                               375

                  HICKMAN                               20

                  TORREALBA                             20

                  Treasury Stock                       320

     (b) The parties hereto  specifically  acknowledge  that it is  contemplated
that the Corporation  will elect to be treated as an "S corporation," as defined
in Section 1361 of the Internal Revenue Code of 1986, as amended (the "Code") on
both a ~federal and state level,  and as such,  agrees to promptly file with the
proper authorities all documents  necessary to effectuate the same.  Thereafter,
the  Corporation  shall make  distributions  from its cash flow or shall use its
best  efforts to obtain  financing,  if  necessary,  for it to make  annual cash
distributions  to its  Shareholders,  whether  characterized  as salary,  bonus,
incentive  compensation,  or  otherwise,  on or  before  April  13 of each  year
following a year (the "Prior  Year') with respect to which the  Corporation  had
Taxable  Income  (as  defined  below),  in an  amount  at  least  equal  to each
Shareholder's  percentage  shareholdings  in the  Corporation  multiplied by the
product of: (x) the sum of the highest  marginal federal income tax rate and the
Highest  Effective Florida Tax Rate (as defined below) applicable to individuals
with  respect to income  earned  during the Prior  Year;  multiplied  by (y) the
amount of the  Corporation's  Taxable  Income for the Prior ear. For purposes of
this Agreement,  the Corporation's  "Taxable Income" shall mean, with respect to
any year, its gross income for that year minus all  deductions  allowed for that
year (determined without excluding the items described in Section 1366(a)( l)(A)
of the Code,  and the  "Highest  Effective  Florida Tax Rate"  shall mean,  with
respect  to any  year,  the  highest  marginal  Florida  State  income  tax rate
applicable to  individuals  for that year  multiplied by the excess of 100% over
the highest  marginal Federal income tax rate applicable to individuals for that
year.

     (c) Only Shareholder  Tippery has heretofore invested in the capital of the
Corporation , in the amount of  $100,000.00.  $10,000.00 has been deposited with
Scott B. Ugell, Attorney Trust Account,  subject to an Escrow Agreement dated on
or about November 5, 1998.  Shareholder  Tippery shall  contribute the remaining
balance with the execution of this agreement.  Each Shareholder  agrees that, at
any  time  and  from  time to  time,  the  Corporation  may  require  each  such
Shareholder to lend or contribute in cash to the capital of the Corporation,  at
the  Corporation's  option,  additional  amounts  at such  times  and upon  such
conditions as shall be agreed upon by both Shareholders.


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         6.    Management of the Corporation and Voting.

     (a) Each Shareholder  agrees,  from and after the date hereof to elect Teri
Nadler  and  directors  of the  Corporation,  and to  continue  to vote  for the
election  of such  directors  during  the term of this  Agreement.  In the event
either such director dies, is adjudicated  incompetent or resigns, the successor
holder(s)  of the shares  formerly  held by such  director  shall be entitled to
designate,  by majority  vote, a director to fill the  vacancy,  whom all of the
Shareholders shall also elect as a director.  The Shareholders shall continue to
vote for such successor  director(s) and remaining  named  directors  during the
term of this Agreement. Notwithstanding the foregoing, (I) the unanimous consent
of the board shall be required in order to approve a merger,  divestiture,  sale
by the  Corporation  of all or  substantially  all its assets,  or any corporate
expenditure in excess of $5000, or any corporate  borrowing in any account which
borrowing is not made in the ordinary course of business (by way of illustration
and  not  by way of  limitation,  either  Shareholder  acting  individually  may
establish  a  documentary  letter of credit  arrangement  with a bank or similar
financial  institution  and may borrow  thereunder  provided  such  activity  is
incident to the  Corporation's  ordinary  business dealings and is itself in the
ordinary course of such business dealings).

     (b) The  Shareholders,  whether in their  capacities  as directors or by so
instructing their respective  designated  directors,  further agree to cause the
election of the following persons as officers of the Corporation  throughout the
term of this Agreement:

        Teri Nadler             President  Chief Executive Officer
        Jean Hickman            Vice President Operations and Finance
        Karyn McKnight          Vice President Education and Communication
        Alicia Torrealba        Executive Director of Clia/Agent Educational
                                Tour Operations
        Scott B. Ugell          Vice President, General Counsel

     (c)  Notwithstanding  Subsections  (a)  and (b)  above,  in the  event  any
Shareholder  shall sell all of his shares of the  Corporation,  such Shareholder
will, at that time,  resign as an officer and director of the Corporation or, if
applicable, cause his designee to resign as such.

     (d) So long as the Corporation shall have in effect a valid "S corporation"
election,  each  Shareholder  agrees that, in his capacity as a director  and/or
officer  of the  Corporation,  he  shall  not vote for or  otherwise  cause  the
Corporation to engage in any transaction that would result in the termination of
the Corporation's  status as an "S corporation" for Federal or Florida State tax
purposes.  Nothing  contained herein shall preclude the Shareholders from voting
to terminate the  Corporation's  status as an "S  corporation,"  as permitted by
applicable law.

         7.    Restrictions on Sale or Other Disposition of Shares.

     (a)  Except  as  specifically   provided  in  Subsection  (b)  hereof;   no
Shareholder shall sell, assign,  transfer,  mortgage,  pledge, encumber, grant a
security interest,  or in any other manner dispose of any shares of stock of the
Corporation  (or any right or interest  therein)  which may now or  hereafter be
owned by such Shareholder, without first offering all of his shares for purchase
as set forth in Section 5 below, at the purchase price determined and payable in
accordance with the provisions of Section 6 hereof. Except as otherwise provided
in Section 5 hereof;  or as all  Shareholders  and the Corporation may otherwise
agree in writing,  no  Shareholder  shall at any time offer less than all of his
shares of stock of the Corporation  for purchase as set forth below,  whether to
parties hereto or third parties.


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     (b)  Notwithstanding  anything to the contrary contained herein, so long as
the  Corporation  shall  continue to have a valid  election to be taxed as an "S
corporation," no transfers of any shares of the Corporation shall be made to any
person or entity  which does not  quality as an  eligible  shareholder  of an "S
Corporation,"  nor shall any other  transfer be permitted  which would result in
the termination of the Corporation's status as an "S corporation" for Federal or
Florida State tax purposes.

     (c) Any  transfer  of  shares  in  violation  of this  Section  4 shall  be
conclusively deemed null and void.

     (d)  Notwithstanding  anything  contained  herein to the  contrary,  Nadler
agrees  not to sell ,  pledge,  encumber  or  assign  any of her  shares in said
Corporation until Tippery os repaid for her loan along with applicable interest,
if any.

         8.  Sale of Shares.

     (a) If at any time, a Shareholder  shall desire to dispose of any or all of
his shares of the  Corporation,  such  Shareholder  (the "Offeror")  shall first
offer  to sell  all of the  shares  then  owned  by such  Offeror  to the  other
Shareholders, pro rata to their respective shareholdings,  at the price and upon
the terms and conditions  hereinafter set forth.  The other  Shareholders  shall
have a period  of 30 days  from the  receipt  of the offer in which to accept or
reject such  offer,  in whole or in part,  by written  notice to the Offeror and
each other Shareholder. In the event any of such remaining Shareholders declined
to purchase his full  pro-rata  portion of the shares so offered  within 30 days
from  receipt  of such  offer,  the other  remaining  Shareholders  may agree to
purchase the balance of such shares (or his or their  pro-rata  portion,  as the
case may be)  within a further  60-day  period.  If the  remaining  Shareholders
together  fail to purchase all of the shares of the Offeror  (unless all parties
have agreed in writing to a partial sale), the Offeror shall be entitled to sell
or otherwise  dispose of the remainder of his shares of stock to any third party
on terms not more favorable to such third party than those provided herein,  for
a period of 30 days from the date the last offer made  hereunder  shall  expire,
and  provided  that such third party agrees in writing to be bound by all of the
terms and conditions of this  Agreement.  At the end of such 30 day period,  the
Offeror shall advise the other parties hereto in writing as to the  consummation
of a sale of all of his shares in a bona fide transaction during such period.

     (b) In the event that a proposed third party  purchaser  offers to purchase
such  shares  at a lower  price or upon  terms  and  conditions  which  are more
favorable  to such third party than those  previously  offered by the Offeror to
the other Shareholders pursuant hereto, the Offeror shall give written notice of
the terms of the third party offer to the remaining  Shareholders who shall have
the right to purchase all such shares on the terms  offered by such third party,
in  accordance  with the  provisions of  Subsection  (a) above,  except that the
offering  periods in Subsection  (a) at the end thereof shall be limited to five
(5) business days.

     (c) Each offer made  hereunder and notice of acceptance or rejection  shall
be made in writing and mailed to the Corporation  and each of the  Shareholders.



     (d) Any subsequent  transfer of the shares sold  hereunder,  whether to the
remaining  Shareholders or third parties,  shall be subject to and in accordance
with the terms hereof.


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     (e) There  shall  survive  the sale of any  shares by any party  hereto the
liability of such  selling  Shareholder  for his pro-rata  portion of any taxes,
penalties,  fines or assessments  (not included in the value of the shares sold)
which  may be  imposed  on  the  Corporation  by any  federal,  state  or  local
government or any agency,  department  or bureau  thereof after the date of such
sale, by reason of its corporate  operations  up to such date.  Conversely,  the
selling  Shareholder  shall be entitled  to his pro rata  portion of any refund,
credit or reduction on account of any tax, fine or  assessment  imposed prior to
such date,  for which no credit was given in the  computation of the total value
of the shares sold.

     (f) Upon a sale of all of a  Shareholder's  shares,  the employment of such
Shareholder by the Corporation,  if any, shall be terminated on the Closing Date
of such sale (as hereinafter  defined).  Any loans or debentures  payable by the
selling  Shareholder to the  Corporation as of the Closing Date,  whether or not
then due and payable in accordance with their terms, shall be paid and at a rate
of 50 percent at closing and the balance  within six (6) months,  and discharged
by the selling Shareholder, on the Closing Date, in cash.

     (g) It is agreed that in effectuating  any purchase of shares  hereunder by
the  Corporation:  (I) the  Corporation  shall first utilize its then  available
surplus to  purchase  all or so much of the  shares  which the  Corporation  has
elected to purchase as is  possible,  provided  such  purchase  does not violate
applicable law; and (ii) the Corporation  and the remaining  Shareholders  shall
promptly take those steps  necessary to reduce the capital of the Corporation to
the extent  necessary to increase the surplus  available for the purchase of any
balance  of  shares  unpurchased,  provided  such  reduction  does  not  violate
applicable law and provided further,  however,  that if the Shareholders,  other
than  the  selling  Shareholder,  so  desire,  they may in lieu of  effecting  a
reduction of the stated capital of the  Corporation,  elect to contribute to the
Corporation a sufficient amount of cash or property to enable the Corporation to
purchase  such shares or to make any payment or payments due  hereunder.  Solely
for the purpose of effecting such reduction in stated capital,  the Shareholders
grant to, and are hereby deemed to have executed in favor of each other:

          (A) An irrevocable  proxy to vote all of the shares of the Corporation
     owned by the grantor of the proxy in favor of a reduction in stated capital
     at a meeting of the  Shareholders of the Corporation  held to vote upon and
     authorize such reduction in stated capital or in any action taken without a
     meeting; and

          (B) An  irrevocable  power of attorney to execute and file any and all
     documents  required  to be signed and filed by the  grantor of the power of
     attorney in order to effect the requisite reduction in stated capital.

          (C) Notwithstanding  anything contained herein to the contrary, in the
     event of death of either of any shareholder, the estate of said shareholder
     shall be bound by the terms of this  agreement to relinquish  any rights it
     has to the shares of said  company in  exchange  for the  benefit of a life
     insurance policy which shall be purchased by said corporation in amounts of
     death benefits no less than  $1,000,000.00 for shareholder Teri Nadler, for
     a  period  of  coverage  for not less  than 15 years  from the date of this
     agreement.  Such life  insurance  policies'  death  benefit  amount  may be
     increased periodically by vote of the Board of Directors, as may the length
     of coverage,  or even the kind of coverage from term coverage to whole life
     or otherwise.

     Nothing  herein shall be deemed to require the  Corporation to purchase any
shares.


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          (D) Notwithstanding anything contained herein the contary, a unanimous
     vote of the  shareholders  shall be required to waive any of the provisions
     of the above Section "8" entitled " SALE OF SHARES"

       9. Purchase Price; Payment by Corporation and/or Remaining Shareholder(s)

     (a) The purchase price of any shares of the  Corporation  sold to remaining
Shareholder(s)  pursuant to Section 3 hereunder shall be the  certificate  value
("Certificate  Value")  thereof as  hereafter  defined.  For the purpose of this
Agreement,  the Certificate  Value of each share of the Corporation owned by the
Shareholders shall be determined by each Shareholder's respective "shareholder's
equity" in the Corporation as carried on the Corporation's  balance sheet at the
time of disposition.  The Certificate  Value shall be the product of the selling
Shareholder's  "shareholder's  equity"  multiplied by (I) one, during the period
from the date hereof through and including the second anniversary date hereof or
(ii) two, during the period beginning the day after the second  anniversary date
hereof  and at all  times  thereafter.  For  purposes  of this  Agreement,  such
determination  shall be made by the regular certified public accountants for the
Corporation  (with or  without  an  audit  as  shall,  in the  judgment  of such
accountants,  be appropriate) and shall be final,  conclusive and binding on all
of the parties hereto,  including the personal or legal  representatives  of any
deceased or disabled party. Such determination  shall be made in accordance with
generally  accepted   accounting   principles  and,  to  the  extent  consistent
therewith,  in accordance with the regular methods and practices employed by the
Corporation  in keeping its books;  provided,  however,  that there shall not be
included in the  calculation  of net  earnings or net losses  hereunder  the net
proceeds (actual proceeds less cash surrender value) realized from any insurance
policy owned on the life of a deceased Shareholder.




     (b) The  purchase  price  of such  shares,  as so  determined  pursuant  to
subparagraph (a) above, shall be paid by the purchaser's  execution and delivery
to the selling Shareholder, his legal representative, personal representative or
heirs,  as the  case  may be (the  "Selling  Shareholder")  of a  non-negotiable
installment  promissory note, in the principal amount of such purchase price (or
balance thereof as provided  below),  bearing  interest on the unpaid  principal
balance  at the  rate of 1% per  annum  above  the  "prime  rate" of the Bank of
Florida,  or any successor  thereto,  and payable in equal  consecutive  monthly
installments  of principal  and interest  over a two (2) year period,  the first
such payment  commencing  two (2) months  following the Closing Date;  provided,
however,  that if such sale  shall  take place at anytime on or after the second
anniversary  date of the date hereof the  purchaser(s) of such shares being sold
by the  selling  Shareholder  shall be required to pay, on or before the Closing
Date, in certified  funds or by wire  transfer,  a down payment on such purchase
price equal to 35% of such purchase  price.  Such note shall provide that (i) in
the event of a sale of the  assets of the  Corporation  or the  dissolution  and
liquidation of the Corporation,  the unpaid balance of such note,  together with
accrued interest, shall become due and payable forthwith, (ii) in the event of a
default  in  the  payment  of any  installment  of  principal  or  interest  due
thereunder,  the entire unpaid balance thereof  together with accrued  interest,
shall  become due and  payable at the  election of the holder of the note on ten
(10) days'  prior  written  notice to the maker,  unless  such  default is cured
within  such ten (10) day  period,  and  (iii)  the  principal  balance  thereof
together with accrued interest thereon,  may be prepaid at any time, in whole or
in part, without premium or penalty.

     In the event the sale of shares  results from the death or  disability of a
Shareholder, all proceeds obtained by any purchaser of such shares from any life
insurance  policy(ies) or disability  insurance  policy(ies)  maintained by such
purchaser  on the life of the  selling  Shareholder  shall  first be paid to the
estate of such Shareholder,  or to such Shareholder if disabled, and such amount
shall be credited  against (and reduce) the purchase  price payable  pursuant to
the foregoing.


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     (c) (i) The closing of any sale and purchase of shares hereunder shall take
place at the offices of the  Corporation  within ten (10) days after delivery of
the filial  acceptances  pursuant to Section 4 hereto at a time to be designated
(the "Closing Date"). In connection therewith, the Shareholders agree to execute
an  escrow  agreement  in  form  and  substance  satisfactory  to  them  and the
attorney(s)  in  connection  with the  escrow  provided  for  below and agree to
indemnify  such  attorney(s)  and hold him (them)  harmless from and against any
liability  arising  from  such  escrow  except  for  such  attorney(s)'  willful
misconduct or gross negligence.

     (ii) On the  Closing  Date,  the  selling  Shareholder  shall  deliver  the
certificates   representing  the  shares  being  sold,   endorsed  in  blank  or
accompanied  by stock  powers  endorsed  in blank to the  selling  Shareholder's
attorneys, together with all necessary instruments of transfer and necessary tax
stamps  affixed,  to be held by sash attorneys in escrow pending  payment of the
full purchase price. The selling  Shareholder shall also on such date deliver to
the Corporation his immediate  resignation (or the immediate  resignation of his
designee, as the case may be) as an officer and director of the Corporation. All
such  shares sold  hereunder  shall be pledged by the  purchaser  to secure full
payment of the note.  During the period of sash escrow and  pledge,  the selling
Shareholder shall not be entitled to vote the shares sold except on the issue of
dissolution,  and shall not receive any distributions on or have any rights of a
shareholder  with  respect  to such  shares.  In the case of a  purchase  from a
personal representative of a deceased Shareholder, the certificates representing
such shares shall also be accompanied by a certificate of the appointment of the
representative, a certified copy of the Will, if any, an affidavit to the effect
that all legacies,  debts, claims and taxes have been paid or are amply provided
for, and other applicable State tax waivers and releases of tax liens.  Upon due
proof being finished to such  attorneys of payment of the frill purchase  price,
said certificates shall be delivered to the purchaser(s).

     (iii) in the event of a default in the making of such  payments,  not cured
within the ten (10) day cure period referred to above, the parties agree that if
the  selling  Shareholder  so elects by written  notice to the  Corporation  and
remaining  Shareholder(s) during the continuation of such default, the remaining
Shareholder(s)  will cause the Corporation and its  subsidiaries,  if any, to be
liquidated  and  dissolved,  and the  selling  Shareholder  shall be entitled to
receive  the  entire  unpaid  amount of the note,  plus  interest,  prior to any
distribution   of  the  net  assets  of  the   Corporation   to  the   remanding
Shareholder(s).  Such  liquidation and dissolution  shall be achieved through an
orderly   program   calculated   to  protect  the   interests  of  each  of  the
Shareholder(s)  and shall take place over a period of time not to exceed one (1)
year  following the date of the default.  To  accomplish  such  liquidation  and
dissolution,  each of the  Shareholders  hereby  grant to, and is deemed to have
executed in favor of the selling  Shareholder;  (A) an irrevocable proxy to vote
all of the shares of the Corporation  owned by the grantor of the proxy in favor
of such liquidation and dissolution by a written consent of Shareholders without
a meeting or at a meeting of the  Shareholders  held for the  purpose of author-
such  liquidation and dissolution;  and (B) an irrevocable  power of attorney to
execute  and file any and all  documents  required to be signed and filed by the
grantor of the power in order to effectuate the  liquidation  and dissolution of
the Corporation.


                                      193
<PAGE>


     In the  alternative,  if no demand for dissolution and liquidation is made,
the selling Shareholder shall have the right to demand and enforce collection of
the balance of the note,  with interest  thereon,  or, upon ten (10) days' prior
written notice to the purchaser and the Corporation  and without  advertisement,
to sell, assign, grant options to purchase, and/or deliver the pledged shares or
any  part  thereof  in  such  manner  as the  selling  Shareholder,  in  his/her
discretion,  may deem proper, In any public or private sale, for cash, credit or
future delivery, and to apply the net proceeds of such sale, after deducting the
costs of sale,  including reasonable  attorney's fees and disbursements,  to the
payment of the unpaid principal of the note together with accrued interest.  Any
such sale shall be fee and clear of the restrictions  imposed by this Agreement.
Upon any sale of the pledged shares or any part thereof the selling  Shareholder
or  any  third  party  may  purchase  the  same  for  his  own  account  without
accountability to the maker of the note and free and discharged of any equity of
redemption.  In the event there shall be a balance remaining,  after the payment
of the entire  balance of the note plus accrued  interest and all such costs and
expenses, such excess proceeds shall be paid to the maker of the note.

         10.   Deemed Offers of Sale.

     (a) In the event of the death of a Shareholder, the personal representative
of such deceased  Shareholder  shall be deemed to have offered all of the shares
of the  Corporation  owned by such  Shareholder  for sale  pursuant to Section 5
hereto as of the date of death of such Shareholder.

     (b) In the event of the disability of a Shareholder,  such individual shall
be deemed to have  offered  all of the shares of the  Corporation  owned by such
Shareholder  for sale  pursuant  to  Section  5 hereof as of the last day of the
"Disability Period" (as defined below).

     (c) For  purposes  of this  Section 7, an  individual  shall be  considered
disabled  if he or she shall  become  incapacitated  by reason of a physical  or
mental  disability with the result that he or she is unable to devote his or her
customary time and energy to the affairs of the  Corporation for a period of six
(6) consecutive  months,  or for any shorter periods  aggregating six (6) months
during any period of twelve (12) consecutive months (the "Disability Period"). A
Shareholder   shall  be  entitled  to  receive  his/her  ordinary   compensation
arrangement  during the  Disability  Period  less any  payment  received by him,
directly or indirectly, on account of any disability insurance policy .

     (d) In the event that the shares  owned by any  Shareholder  are subject to
divesture by a court of competent jurisdiction, including, by way of example and
not Limitation,  an award pursuant to the equitable  distribution  provisions of
the  Domestic  Relations  Law of the State of Florida or the similar laws of any
other  jurisdiction,  such Shareholder  shall be deemed to have made a voluntary
offer,  pursuant  to Section 5 hereof to sell that  portion of his shares in the
Corporation  subject  to  divestiture,  as of the date of the  applicable  court
order.  Notwithstanding Subsection (b) below, such Shareholder shall immediately
give written  notice of the  existence of such court order to the other  parties
hereto, and the time periods specified in Section 5 shall run from the date such
notice is given.

     (e)  In  the  event  (I) a  petition  shall  be  filed  by or  against  any
Shareholder  for relief  pursuant to any law for the relief of  debtors,  (li) a
Shareholder  shall make an assignment for the benefit of his creditors,  or (ii)
there shall be a levy of  execution  under a judgment  against any  Shareholder,
unless the same shall be  dismissed,  withdrawn,  satisfied,  released  or cured
within  thirty  (30)  days,  such  Shareholder  tutu be  deemed  to have made an
irrevocable  offer to sell all of his  shares  of the  Corporation  pursuant  to
Section 5 hereof as of the date of such event.


                                      194
<PAGE>

     (f)  Notwithstanding  the provisions of Section 5 to the contrary,  notices
required to be given by the selling Shareholder  pursuant to Section 5 shall not
be  required  for the  purposes  of offers  deemed to be made  pursuant  to ibis
Section  7, but  shall be deemed  given as of the date the oiler is deemed  made
pursuant to this Section 7.

         11.   Restrictive Covenant.

     (a) During the term of this  Agreement,  each  Shareholder  shall devote so
much of his/her  time and  attention  and apply his skill and  knowledge  to the
business of the Corporation as shall be necessary to fulfill all his obligations
thereto. In addition,  for a period of three (3) years after the Closing Date of
any sale of shares by a Shareholder,  such  Shareholder  shall not,  directly or
indirectly,  engage or participate in, or be in any manner  connection with, any
'other business which is similar to or competes with any business  operations or
activities  of  the  Corporation  or  any  of  its  divisions,  subsidiaries  or
affiliated  companies or act as a director,  officer,  partner,  consultant,  or
employee for or make any financial investment in any other firm,  corporation or
other such enterprise anywhere in the United States, without the express written
approval of the Corporation.  Nothing contained herein,  however, shall restrict
any Shareholder  from making any investments in any business or enterprise whose
securities are listed on a national  securities exchange or active traded in the
over-the-counter  market,  which business or enterprise is or might be, directly
or indirectly,  in competition with the business  operations of the Corporation;
provided,  however,  that such investment does not give Shareholder the right to
control or influence the policy decisions of such business.

     (b)  During  the term of this  Agreement  and at all times  thereafter,  no
Shareholder may divulge, furnish or make accessible to anyone (other than in the
regular  course  of  business  of  the  Corporation  or at  the  request  of the
Corporation) any knowledge or information with respect to confidential or secret
methods, data, ideas, creations,  hardware, software, programs, codes, formulae,
plans, materials and processes (including improvements and enhancements thereof)
of the Corporation or any of its divisions, subsidiaries,  affiliates or outside
contractors  including,  without  limitation,  any  customer  or  client  lists,
telephone  leads,  prospect lists,  advertising  and sales promotion  materials,
forms or  literature  and  manufacturing  processes  (collectively,  "Intangible
Property").  Moreover, each Shareholder agrees that any Intangible Property that
he may  conceive,  make,  invent,  develop  or  suggest  during the term of this
Agreement  (whether  individually  or jointly with any other person or persons),
relating in any way to the business or  activities of the  Corporation  shall be
the sole,  exclusive and absolute property of the Corporation.  Such Shareholder
will immediately  disclose any Intangible  Property to the  Corporation,  except
where the same is lawfully  protected  from  disclosure as the trade secret of a
third  parry or by any other  lawful bar to such  disclosure.  Each  Shareholder
further agrees that without either remuneration (except out-of-pocket  expenses)
and whether or not such  Shareholder  is still employed by or owns shares of the
Corporation,  he will,  at the  Corporation's  request,  execute and deliver any
documents and give reasonable  assistance which may be essential or desirable to
secure to,  assign,  and vest in the Cow oration the sole and  exclusive  right,
title  and  interest  in and to such  Intangible  Property  including,  in those
instances where the Corporation determines in its sole discretion,  to apply for
letters patent of the United States of America and (or other  countries,  patent
applications,  copyright applications,  assignments, affidavits, priority claims
or  otherwise  now  or  hereafter  essential  or  desirable  in the  opinion  of
Corporation in obtaining, maintaining and (or defending such patents, copyrights
or other  proprietary  tights and in securing to and vesting in the  Corporation
the sole and exclusive right, title and interest in and to such rights.


                                      195
<PAGE>

     (c) Each Shareholder  agrees that during the term of this Agreement and for
a period of three (3) years after the Closing Date of any sale of shares by ham,
he will not:

     (i)  Directly  or  indirectly  solicit,  raid,  entice or induce  any other
Shareholder  or  employee  of  the  Corporation  or of  any  of  its  divisions,
subsidiaries or affiliated companies to be employed by any other person, firm or
corporation; or

     (ii) Directly or indirectly  approach any such  Shareholder or employee for
such  purposes;  or

     (iii)  Authorize or  knowingly  approve the taking of such actions by other
persons on behalf of any such  person,  firm or  corporation  or assist any such
person, firm or corporation in taking such action.


     (d) Each Shareholder  agrees that during the term of this Agreement he will
not enter into on behalf of the  Corporation  or cause the  Corporation to enter
into, directly or indirectly,  any transaction with any business organization in
which he or any member of his  immediate  family may be interested as a partner,
trustee, director, officer, employee,  shareholder,  other equity holder, lender
of money or guarantor, unless the material acts as to his interest and as to the
transaction are disclosed or are known to the Corporation.

     (e) In the  event  of a  judicial  determination  of the  unreasonableness,
illegality or unenforceability of all or any part of these covenants with regard
to tame, geographical limitations or prohibited activities,  it is agreed by the
parties that their  intention is that this Agreement  should be considered to be
effective within judicially  determined  reasonable limits,  time and prohibited
activities.

         12.  Specific  Performance.

     Inasmuch as the shares of the  Corporation  cannot be readily  purchased or
sold on the open  market,  irreparable  damage  would  result in the event  this
Agreement is not specifically embraced. Therefore, the sights to, or obligations
of;  purchase and sale of shares  hereunder  shall be  enforceable in a court of
equity,  or other  tribunal of competent  jurisdiction,  by a decree of specific
performance, and appropriate injunctive relief may be applied for and granted in
connection therewith.  Such remedies and all other remedies provided for in this
Agreement shall, except where otherwise specifically provided, be cumulative and
not exclusive and shall be in addition to any other remedies which any party may
have under this Agreement or otherwise.

         13.  After-Acquired  Shares.

     The terms and provisions of this Agreement shall apply to all of the shares
of  the  Corporation  now  owned  or  which  may  hereafter  be  issued  to  the
Shareholders in consequence of any additional  issuance,  purchase,  exchange or
reclassification  of  shares,  corporate  reorganization,  or any other  form of
recapitalization,  consolidation,  merger,  share  split-up,  share  dividend or
distribution  or which are  acquired  by the  Shareholders  in any other  manner
whatsoever.


                                      196
<PAGE>

         14.  Legend.

     Each  certificate  representing  shares  of the  Corporation  owned  by the
parties  hereto or by any persons  subject to the  provisions of this  Agreement
shall have  stamped,  printed  or typed  thereon  the  following  legend:  "This
certificate and the shares  represented  hereby are subject to and  transferable
only in  accordance  with the  provisions of a certain  Shareholders'  Agreement
dated as of  September  19, 1997 among Stan  Dobrzynski,  William E. Smith,  the
Corporation, a copy of which is on file with the Secretary of the Corporation."

         15.  Agreement by Corporation.

     The  Corporation  hereby  agrees  that it will not at any time  permit  any
transfer to be made on its books or records of the certificates representing the
shares of any  Shareholder  unless such  transfer is made  pursuant to and is in
accordance with the terms and conditions of this Agreement.

         16.   Terminal.

        This Agreement shall terminate upon the earliest of

     (a) The unanimous consent in writing of all of the then shareholders of the
Corporation; or

     (b) The expiration of thirty (30) days after a petition in bankruptcy shall
have been filed by or against the  Corporation  and such petition shall not have
been discharged during such thirty (30) day period; or upon an assignment by the
Corporation  for the benefit of its creditors;  or upon the expiration of thirty
(30) days after the  commencement of any proceeding under any Act of Congress or
state  governmental  authority  for the relief of debtors  seeking the relief or
readjustment  of  indebtedness  either  through   reorganization,   composition,
extension or otherwise,  and such proceeding involving the Corporation as debtor
shall not have been  vacated  within such  thirty  (30) day period;  or upon the
voluntary or involuntary dissolution of the Corporation; or

     (c) The sale of all or substantially all the Corporation's assets.

         17.   Finances: Records.

     (a) All cash;  checks and  instruments  fir the payment of monies  shall be
deposited in the  Corporation's  bank account(s) as may be selected by the Board
of Directors.

     (b)  The  directors  and  officers  of  the  Corporation  shall  cause  the
accountants for the Corporation to deliver each Shareholder, not less frequently
than annually and no later than by March 15th of the succeeding year (unless the
Corporation  shall have  validly and timely filed for an extension of its filing
due date on all Federal,  state and local tax returns based upon income required
to be filed by it, in which  event  such date  shall be  deferred  to the latest
effective date of such filing extensions);  true and complete copies of Schedule
K-1 to Form 1120S and/or such other or additional  forms as the  Corporation may
be required to file, in order fir each  shareholder  to  adequately  prepare his
individual tax returns.  The first such statement  shall be delivered  within 73
days following the end of the Corporation's first fiscal year.

     (c) The parties  agree that each party hereto shall have the right,  during
normal  business  hours,  to have the books of the  Corporation  examined and/or
audited by a certified public accountant of his choosing, at his own expense.


                                      197
<PAGE>

     (d) The parties have reviewed a set of papers  collectively  referred to as
Schedule "A" which is incorporated by reference herein,  and made a part hereof.
Said Schedule "A" titled "VISTA VACATIONS  INTERNATIONAL  BUSINESS PLAN",  dated
October,  1998 is a business plan that was prepared for the purpose of analyzing
the  viability  of entering  into such a business  venture,  and is the sole the
criteria used by the parties to determine the financial  model to be employed by
the parties.  The parties agree to follow said plan, and to substantially follow
the costs, budgets and projections, especially that of salaries stated therein.


         18.  Complete  Agreement  and  Survival of  Covenants.

     This Agreement  constitutes  the complete  understanding  among the parties
hereto with respect to its subject  matter and no  alteration,  modification  or
amendment of any of the provisions  hereof shall be valid unless made in writing
and signed by all of the parties  hereto.  Termination of this  Agreement  shall
have no effect on the rights of any party  against any other party  hereunder in
respect of acts or omissions prior to such termination,  or upon the obligations
of any party which are specifically  stated to or necessarily  extend beyond the
date of termination.

         19.  Successors  and  Assigns.

     Neither  this  Agreement  nor any of the rights and  obligations  hereunder
shall be assignable by any party hereto except with the prior written consent of
all other parties hereto.  All of the terms of this Agreement shall inure to the
benefit of and shall be binding upon the heirs, personal representatives,  legal
representatives,  successors  and permitted  assigns of the  individual  parties
hereto and upon the successors and permitted assigns of the Corporation.

         20. Notices.

     All notices,  offers and other communications made under or pursuant to the
terms of this Agreement shall be in writing and shall be sent by certified mail,
return  receipt  requested,  postage  prepaid,  via  Federal  Express or similar
overnight  courier  service  (provided it gives receipts for all packages picked
up) or personally  delivered against receipt, to the respective addresses of the
parties as first set forth herein,  or to such other address as shall  hereafter
be designated by any party for the giving of such notices,  by written notice to
the other parties given in accordance herewith.

     21.  This  Agreement,  its  performance  and the  rights,  obligations  and
remedies of the parties  hereto,  shall be construed and governed by the laws of
the State of Florida without regard to its principles of conflict of laws.

         22.  Amendment  of  Certificate  of  Incorporation  or  By-laws.

     Each  Shareholder  agrees that he will consent to and approve any amendment
of the Certificate of incorporation  or By-Laws of the Corporation  which may be
necessary  or  advisable  in  order to  conform  any of the  provisions  of this
Agreement  or any  amendments  hereto  to the  applicable  laws of the  State of
Florida now or hereafter enacted,  including,  without  limitation;  the Florida
Business  Corporation Law. Each Shareholder further agrees to vote his shares of
the Corporation and to execute and deliver such documents as may be necessary in
order to implement the provisions of the preceding  sentence.  In furtherance of
the foregoing,  each Shareholder hereby grants to the other Shareholder(s),  for
the duration of the Term hereof,  an irrevocable proxy to vote all the shares of
the  Corporation  owned by such  Shareholder  in  accordance  with the terms and
provisions of this Section 19.


                                      198
<PAGE>

         23.  Construction.

     As the context so  requires,  terms herein in the  masculine  form shall be
construed as including the feminine form as well as neater and the singular form
shall include the plural and vice versa.


         24.  Counterparts.

     This Agreement maybe executed in any number of counterparts,  each of which
shall be an original,  but all of which taken together shall  constitute one and
the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.

                                            VISTA VACATIONS INTERNATIONAL, INC.,


[corporate seal]
                                            By: /s/ Teri Nadler, President

                                            By: /s/ Jean Hickman, Treasurer

                                            By: /s/ Alicia Torrealba, Secretary

                                            By: /s/ Nellie R. Tippery



                                      199