SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY

AGREEMENT,  made and  entered  into as of the 17th day of January  2000,  by and
among Teri Nadler, residing at 6645 Northwest 48th Manor, Coral Springs, Florida
33067,  Scott B. Ugell,  residing at 155 North Main Street,  New City,  New York
10956, Jean Hickman,  residing at 3780 SW 19th Street, Fort Lauderdale,  Florida
33312,  Alicia  Torrealba,  residing at 1965 South Ocean  Drive,  Apartment  2J,
Hallandale,  Florida 33309, Karyn Mcknight,  10020A Main Street, #177, Bellevue,
Washington  98004,  Carol  Nelson,  residing at 1625 3rd Street  South,  Naples,
Florida  34102-7423and  Ken  Nelson,  1625 3rd  Street  South,  Naples,  Florida
34102-7423,  collectively  referred to as the "Shareholders" and Vista Vacations
International,  Inc. " (the  Corporation")  with offices at 5653 NW 29th Street,
Margate,  Florida  33063,  a corporation  organized  pursuant to the laws of the
State of Florida.

                              W I T N E S S E T H:

     WHEREAS,  the  Corporation  was  incorporated  on November  12, 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. 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.

   2. 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
                  Ugell                              400
                  Hickman                            180
                  Nelson                             75
                  Torrealba                          60
                  Mcknight                           20

     (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 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  year.  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.


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     (c)  Each  Shareholder  has  heretofore  invested  in  the  capital  of the
Corporation.  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
or other  value to the  Corporation,  at the  Corporation's  option,  additional
amounts at such times and upon such  conditions as shall be agreed upon by a 2/3
vote majority of the outstanding shares of stock.

         3.       Management of the Corporation and Voting.

     (a) Each Shareholder  agrees,  from and after the date hereof to elect Teri
Nadler and Scott B. Ugell 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 $10,000,  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            Operations, Finance and Corporate Treasurer
        Alicia Torrealba        Executive Director of CLIA/Agent Education
                                Corporate Secretary
        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) In furtherance of the foregoing,  each Shareholder hereby grants to the
other Shareholders, for the duration of the term hereof; an irrevocable proxy to
vote  all  of the  shares  of the  Corporation  owned  by  such  Shareholder  in
accordance with the provisions and agreements contained in this Section 3.

     (e) 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.


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         4.    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.

     (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.

         5.       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.


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     (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.

     (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 Term
     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,  and $500,000.00 for  shareholder  Scott B. Ugell,  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.


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

     6.  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 New
York,  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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<PAGE>

     (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.

     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.


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         7.       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
divestiture 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 New York 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.

     (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.

         8. 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.

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     (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.

     (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
him, 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.

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     9. 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.

     10. 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.

     11. 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 January 17, 2000 among Teri Nadler,  Scott B. Ugell,  Jean
Hickman,  Carol Nelson,  Ken Nelson,  Alicia Torrealba and Karyn Mcknight.,  the
Corporation, a copy of which is on file with the Secretary of the Corporation."

     12.  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.

     13.      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.

         14.      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.

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     (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.

     15.   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.

     16.  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.

     17. 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.

     18. . 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 New York without regard to its principles of conflict of laws.

     19. 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 New York now or hereafter enacted,
including,  without  limitation;  the New York  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.

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     20. 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.

     21.   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. Seal

                                            By: /s/ Teri Nadler

                                            By: /s/ Scott B. Ugell

                                            By: /s/ Jean Hickman

                                            By: /s/ Carol Nelson

                                            By: /s/ Ken Nelson

                                            By: /s/ Alicia Torrealba

                                            By:  Karyn Mcknight

                                      217