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 202