Security Pledge Agreement

SECURITY AND PLEDGE AGREEMENT


THIS AGREEMENT made as of November 14, 1998, by and among NELLIE TIPPERY residing at 219 E. Wiser Lake Rd. Lynden Wash. 98264 (TIPPERY), JEAN HICKMAN, residing at 3780 SW 19 th Street, Fort Lauderdale, FL 33312, (HICKMAN), ALICIA TORREALBA, residing at 1965 South Ocean Drive, Apartment 2J, Hallandale, Fl. 33309, (TORREALBA), and VISTA VACATIONS INTERNATIONAL. INC., conducting business at 6645 Northwest 48th Manor, Coral Springs, Fl. 33067 (VISTA)


RECITALS


Whereas, TIPPERY, HICKMAN, and TORREALBA are Members of VISTA VACATIONS INTERNATIONAL INC., and are parties to that certain Shareholders Agreement dated as of November 13, 1998, whereunder TIPPERY has lent to VISTA VACATIONS INTERNATIONAL INC, the sum of $100,000.00 as and for working capital for the conduct of its business (the "VISTA VACATIONS INTERNATIONAL LOAN"); and,


WHEREAS, VISTA VACATIONS INTERNATIONAL, INC., has executed a promissory note to repay the VISTA VACATIONS INTERNATIONAL LOAN and a security agreement and financing to collateralize said loan; and,


WHEREAS, NADLER as majority shareholder and CEO of VISTA VACATIONS INTERNATIONAL, INC., and as parties to that certain Shareholders Agreement of even date, whereunder TIPPERY has lent VISTA VACATIONS INTERNATIONAL INC., the sum of $100,000.00 for which collateral is given as security hereunder (the VISTA LOAN) and


WHEREAS NADLER as majority shareholder and CEO, on behalf of the corporation, VISTA VACATIONS INTERNATIONAL, INC., has executed the promissory note to repay the VISTA VACATIONS INTERNATIONAL, Inc. LOAN and to collateralize the said loan hereunder.


NOW THEREFORE, in consideration of the foregoing premises and of the mutual promises herein set forth, the parties agree as follows:


1. Secured Obligations. The obligations of VISTA VACATIONS INTERNATIONAL for
which Collateral is held hereunder ("Secured Obligations") are the
Promissory Notes annexed hereto collectively as Exhibit "A".


2. Collateral. Contemporaneously herewith, VISTA VACATIONS INTERNATIONAL, INC.
has delivered to TIPPERY the stock certificate and certificate of
ownership, listed below, each representing the indicated number of shares
of the capital stock of VISTA VACATIONS INTERNATIONAL INC., (Share
Certificate") together with a stock power for each Share Certificate
executed in blank with the ownership interest of HICKMAN, TORREALBA and
VISTA VACATIONS INTERNATIONAL., ("Certificate of Ownership") together with
a duly executed assignment and power of transfer executed in blank
(collectively the "Transfer Powers") The Share Certificate and Certificate
of Ownership and accompanying Transfer Powers are sometimes hereinafter
referred to as "Collateral Documents", and the shares of stock evidenced by
the Share Certificate and the ownership interest evidenced by the
Certificate of Ownership as "Collateral". The Collateral shall also include
all distributions of cash and other property which may be made in respect
of the existing and future Collateral, including stock dividends as well as
all securities of any nature which may be issued in exchange therefor by
reason of any stock split, reorganization, merger recapitalization or other
event all of which shall be received in trust by VISTA VACATIONS
INTERNATIONAL (if VISTA VACATIONS INTERNATIONAL should come into possession
of the same) and to be delivered promptly to TIPPERY together with executed
stock powers, assignments or other appropriate instruments to facilitate
their transfer in the event of default.


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The Collateral Documents delivered to TIPPERY consist of the following Share Certificate and Certificate of Ownership together with Transfer Powers:


Certificate Number Number of Shares Ownership Interest 1 20 1.333 2 20 1. ...