Ugell Law Firm, P.C.
                         Attorneys and Counselors at Law
                              155 North Main Street
                               New City, New York
                               Tel (914) 639-7011
                              Fax (914) 639 - 7088

January 20,  2000


Nellie Tippery
219 East Wiser Lake Road
Lynden, Washington 98264

                  SENT VIA FACSIMILE TO 360-354-0630 & US MAIL

Dear Ms. Tippery:

In  accordance  with the telephone  conference  discussion  yesterday  with Teri
Nadler,   Jean  Hickman,   Alicia   Torrealba  and  myself  of  Vista  Vacations
International,   Inc,  please  allow  this  correspondence  to  memorialize  our
understanding.

So as to allow for the continued orderly  operation of Vista and including,  but
not limited to the attempt to sell  additional  shares of company stock to third
parties  you have  agreed to release  your  security  interest in said shares of
vista Vacations  International,  Inc. By signing below you authorize this office
to eliminate said security interest on the books and records of the company.

To reiterate,  you are the creditor on a promissory  note with Vista whereby you
have loaned $180,000 to the company as startup capital with applicable  interest
due and payable on November 1, 2000. Allow this  correspondence  to serve to you
as an estoppel with regard to said loan.

Please fax back this agreement  signed by you at the space provided  below,  and
send a back an original to this office at your first opportunity, as I have some
meetings with potential  investors and would need this document in hand in order
to close any transactions.

As all ways  should you have any  questions  or  comments,  please  feel free to
contact this office.

Very truly yours,

/s/ Scott B. Ugell

Ugell Law Firm, P.C.
By:Scott B. Ugell
Vice-President & General Counsel Vista Vacations International, Inc.
cc: Teri Nadler @ Vista 954-975-8447


Above text is agreed to and accepted

/s/ Nellie R. Tippery
- -------------
Nellie Tippery
Dated January_ __,2000


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