CARNIVAL

March 18, 1999

Ms. Teri Nadler
Vista Vacations
5653 NW 29th Street
Margate, FL 33063

954-975-0898

Re: Override Commission Agreement

Dear Teri,

It was terrific speaking with you back in January! As we discussed, Vicke agreed
to increase your  commission  to 15%, even though we normally  require 85 sailed
guests for members of The Consortium to earn 15%.  Whenever we make this type of
exception  it is for a  six-month  trial  period,  after  which we  review  your
progress.  We know you'll come through with flying colors!  The complete details
of your commission program are detailed below.

Commission Level Targets: As a member of The Consortium your commission level is
determined by comparing the number of guests sailed by your agency in a calendar
year to the targets listed below.

                   Commission2                         Annual Sailed Guests
                  ------------                        ---------------------
                          10%                                0-12
                          12%                                13-39
                          13%                                40-59
                          14%                                60-84
                          15%                                85-349
                          16%                                350 +

1 Note:  Productivity  is  calculated  on a  calendar  year  basis in  seven-day
equivalents  (2-5 day guests count 1/2,  6-9 day guests count as one,  10-12 day
guests  count 1 1/2 and 13+ day guests  count as two ). Free  group and  reduced
agent's fares are not counted.  Guests are considered "sailed" once their cruise
is completed.  Ship charters are not covered by this  agreement and do not count
toward productivity goals.

Commission  at  Source/Effective  Dates:  Vista  Vacations  will  receive 15% at
source2  on the  cruise-only  fare of all  individual  and group  guests  booked
between January 12, 1999 and July 11, 1999.

2. Note: Pre/Post  option  packages,  the  Cruise  Vacation  Protection  Plansm,
FlyAweighR Airfare  Supplements and cruise-only  transfers are commissionable at
10%. Port charges and all


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taxes/fees are non-commissionable.  Port charges include: taxes/fees assessed by
governmental and other agencies; costs incidental to entering/leaving ports such
as pilotage; and costs incurred while in port such as stevedoring, waste removal
and payroll for port-related functions. Carnival reserves the right to change at
any time, without notice, commission levels, the items that qualify for override
commission and the items that are commissionable.

Renewal Requirements: In July 1999 we will evaluate the continuation of your 15%
commission  by  determining  if you are on track toward  sailing a minimum of 85
guests in 1999.  Should you fall short of this target,  your  commission will be
adjusted based on the chart above. Please note that the productivity  targets in
the  chart  above  are  applicable  only  to The  Consortium  members.  If  your
membership  lapses during the term of this agreement,  then Carnival's  standard
individual Override targets will become effective.

Product  Description:  This  agreement  covers all of the Carnival  brand cruise
products in all categories for sailings to The Bahamas,  the Caribbean,  Mexico,
the Panama Canal, Alaska and Hawaii. Any special cruise oportunities,  additions
to the flwwt and/or new deployment will be covered as well.

Preferred  Supplier  Commitment:  Carnival Cruise Lines will receive  "Preferred
Supplier"  status for all of our products.  This means that, in exchange for the
override commission and sales/marketing support, Carnival Cruise Lines should be
a primary cruise line supported by your agency in the contemporary market.

Trademarks:  Vista Vacations may not use any trademark or trade name of Carnival
, or any similar  trademark or trade name, in advertising  or elsewhere  without
first  obtaining   Carnival's  written  approval  (except  for  any  advertising
materials supplied to you by Carnival). Vista Vacations may not use any Carnival
trademark or trade name as part of its corporate, business or trade name.

Relationship of Parties:  Vista Vacations  acknowledges and agrees that it is an
independent  contractor,  and  that  it  shall  not act as an  employee,  agent,
franchise, or licensee of Carnival.  Vista Vacations shall be solely responsible
for its  liabilities  and expenses in  connection  with this  agreement  and the
operation of its business.  Vista Vacations  acknowledges that it is an agent of
its respective customers and not an agent of Carnival.

Wholesaling:   Wholesaling  of  Carnival  Cruise  Lines'  products  is  strictly
prohibited. Carnival Cruise Lines reserves the right to cancel this agreement if
Vista Vacations wholesales our product.

Indemnification: Vista Vacations shall indemnify and hold harmless Carnival from
and against all claims,  liabilities,  costs and expenses (including  reasonable
attorney's fees) arising out of or in connection with (i) the acts,  commissions
or statements of any employee, agent or representative of Vista Vacations,  (ii)
the operation of Vista Vacation's  business,  (iii) Vista Vacation's  failure to
deliver any passenger  ticket  document to a customer  promptly after receipt of
each such document from Carnival, or (iv) any breach of this letter agreement by
Vista Vacations.

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Governing  Law/Venue:  This  Agreement  shall be governed by and  interpreted in
accordance with the laws of the State of Florida, without regard to its conflict
of laws principles. Vista Vacations agrees that any and all lawsuits arising out
of or relating in any way to this Agreement shall be litigated only in the state
of federal courts sitting in Miami-Dade  County,  Florida,  and Vista  Vacations
hereby submits to the jurisdiction of each of such courts for such purposes.

Confidentiality:  Vista Vacations shall keep the terms of this agreement and any
business information of Carnival strictly confidential.

This Agreement  represents  the complete  commission  arrangement  between Vista
Vacations and Carnival Cruise Lines and supercedes any prior or  contemporaneous
agreements.  By continuing to make bookings with Carnival  following  receipt of
this  Agreement,  Vista Vacations is agreeing to all of the terms and conditions
contained herein.

Teri,  we sincerely  appreciate  your  support of Carnival  Cruise Lines and are
confident that this commission  exception will help us  significantly  build our
business  together.  We are very pleased to be working with you and look forward
to a successful 1999!

Best Regards,

/s/ Fred Stein
Fred Stein
Supervisor, Agency Compensation

CC: Christine Arnholt, Tracey Kelly, Janice Lynne

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