AMENDED SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY

                                       FOR

                       VISTA VACATIONS INTERNATIONAL, INC.

     AGREEMENT,  made and entered into as of the 28th day of September 1999 , by
and among TERI 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,  ALICIA  TORREALBA,   collectively  referred  to  as  the
"Shareholders" and Vista Vacations International, Inc., (the "Corporation") with
offices at 5653 NW 29th Street, Margate, FL.

                              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.   WHEREAS,  Nellie Tippery had joined the  corporation as shareholder and had
     provided funds necessary to start up the corporation and to provide further
     funds during the  operation of the company  until  financing  was available
     from some third party lender or bank and

     WHEREAS the corporation has borrowed $150,000.00 ONE HUNDRED FIFTY THOUSAND
     DOLLARS from Tippery and having  sought  additional  funds from Tippery and
     being denied those  additional  funds by Tippery and Tippery is not willing
     to  sign  as  a  guarantor  or  obligor  as  a  major  shareholder  of  the
     corporation,  and upon mutual agreement and understanding Tippery agrees to
     re-characterize  her status with the  corporation  and give up her right of
     ownership  to any shares of the  corporation  in  exchange  for any further
     obligation  on her part to provide  further  financing to the company,

     NOW  THEREFORE,  in  consideration  of the mutual  promises  and  covenants
     contained herein, the parties hereby agree that the shareholders  agreement
     and irrevocable proxy dated November 13, 19998, is amended to reflect:

1.   That Nellie  Tippery is no longer a  shareholder  of the  corporation.  But
     merely a creditor.

2.   That the amount lent by Tippery to the  corporation  is One  Hundred  Fifty
     Thousand Dollars $150,000.00 and is due on October 1, 2000.

3.   That said loan amount of One Hundred Fifty  Thousand  $150,000.00  shall be
     secured by the number of shares of stock, which represent 375 shares or not
     less than 25% of the corporation.

4.   That the security  agreement and  Promissory  Note dated  November 13, 1998
     shall be amended to reflect these changes.

5.   That Nellie  Tippery  shall no longer have any voting rights in the company
     or  any  other  rights   associated   with  being  a  shareholder  of  said
     corporation.  As such Tippery waives any notices or procedural requirements
     that were  implied  or  express in such  Shareholders  Security  and Pledge
     agreement.


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6.   As  further  consideration  to Tippery  provided  by the  Corporation,  the
     corporation  agrees to convey upon  Tippery  the right of first  refusal to
     purchase  the 25% or 375  shares of the  Corporation  that  Tippery  has as
     security for her loan. The right of first refusal  applies to any bona fide
     offer made in written  form from a third  party  purchaser.  In such event,
     Tippery is granted the additional right to be given a credit for any monies
     including  applicable  interest  due to  Tippery  at the time such offer is
     made. Therefore, as an example if a John Q. Investor was to offer $250,000.
     For the 375  shares  which  are set  aside  by the  Corporation  to  secure
     Tippery's loan, Tippery may have the right to purchase those same shares at
     the same terms and conditions and would be given a credit of  approximately
     $150,000, which is the amount that is currently Tippery's loan balance with
     the Corporation. Therefore in the above example, Tippery would only have to
     pay to the  Corporation  approximately  $100,000  in  additional  funds  to
     purchase  those shares.

7.   Tippery  hereby  acknowledges  that she has the right to  counsel to review
     this document, and has either done so, or has waived her right to do so.

2.   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

By: /s/ Jean Hickman

By: /s/ Alicia Torrealba

By:  /s/ Nellie Tippery


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