PROMISSORY NOTE

$100,00.00                                              Dated: November 14, 1998
Principal Amount                                               State of Florida

         FOR VALUE  RECEIVED,  the  undersigned  hereby  jointly  and  severally
promise to pay to the order of Nellie Tippery,  the sum of One Hundred  Thousand
Dollars  ($100,00.00).  Together with  interest  thereon at the rate of 8.5% per
annum on the unpaid balance. Said sum shall be paid in the manner following;

Said Note  shall be paid  along  with  interest  thereon  one year from the date
executed.

         All  payment  shall be first  applied to  interest  and the  balance to
principal.  This note may be prepaid,  at any time, in whole or in part, without
penalty. All prepayments shall be applied in reverse order of maturity.

         This note shall at the option of any holder hereof be  immediately  due
and payable  upon the failure to make any  payment due  hereunder  and all other
rights  and  remedies  are  subject  to a  Security  and  Pledge  Agreement  and
Shareholders  Agreement  executed  contemporaneously  herewith,  incorporated by
reference herein, and made a part hereof.

         All payments  hereunder  shall be made to such address as may from time
to time be designated by any holder  hereof,  so long as such address  change is
made  in  writing  sent  to the  Secretary  of  the  Borrower,  Vista  Vacations
International, Inc.

The  undersigned and all other parties to this note are subject to conditions as
set forth in a Shareholders Agreement and Security and Pledge Agreement, of even
date hereof, whether as enforces,  guarantors of sureties, agree to remain fully
bound  hereunder  until  this  note  shall  be  fully  paid  and  waive  demand,
presentment  and  protest and all  notices  thereto and further  agree to remain
bound, notwithstanding any extension,  renewal,  modification,  waiver, or other
indulgence  by any  holder  or upon the  discharge  or  release  of any  obligor
hereunder or to this note, or upon the exchange, substitution, or release of any
collateral  granted as security for this note. No  modification or indulgence by
holder hereof shall be binding  unless in writing;  and any  indulgence  any one
occasion  shall  not be an  indulgence  for any other or  future  occasion.  Any
modification or change of terms,  hereunder granted by any holder hereof,  shall
be  valid  and  binding  upon  each  of  the  undersigned,  notwithstanding  the
acknowledgment  any  undersigned,  and  each  of  the  undersigned  does  hereby
irrevocably  grant to each of the others a power of  attorney  to enter into any
such  modification  on their  behalf.  This note shall  take  effect as a sealed
instrument and shall be construed,  governed and enforced in accordance with the
laws of the  State of  Florida.  The  undersigned  hereby  execute  this note as
principals and not as sureties.

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         Notwithstanding  anything contained herein to the contrary,  the rights
of the  Lender  in the  enforcement  of this Note are  limited  to the terms and
conditions of a  Shareholder's  Agreement  and Security and Pledge  Agreement of
even date  herewith.  As such it is  specifically  understood  and agreed,  that
Lender  may  only  seek  to   foreclose   on  the  shares  of  Vista   Vacations
International,  Inc.  stock,  pledge to secure  this Note,  and may not obtain a
money judgement against Borrowers Torrealba and Hickman

Signed in the presence of :


Witness                                            /s/Alicia Torrealba, Borrower




Witness                                            /s/ Jean Hickman, Borrower




Witness                                      Vista Vacations International, Inc.
                                             By: /s/ Teri E. Nadler, President




Ms. Tippery wrote cancel over the Promissory Note and signed it on 3/19/00.


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