COMPENSATION FOR PUBLIC RELATIONS / CORPORATE COMMUNICATIONS

I suggest an annual retainer of $15,000.00,  which would include up to 200 hours
of my time  per  year.  Once 200  hours  have  been  consumed,  additional  time
requested and/or required will be billed at the rate of $100.00 per hour. Out of
pocket expenses on behalf of Vista Vacations will be reimbursed.

The calculation of hours will include but will not be limited to:

o    Weekly  review of travel trade press in search of  appropriate  promotional
     opportunities

o    Monthly  review  of  consumer  travel  related  publications  in  search of
     appropriate promotional opportunities

o    Time spent  preparing press releases,  writing  appropriate  Letters to the
     Editor, newsletters, articles, training manuals, curricula, etc.

o    Time spent  providing  consultation  services  to the CEO and/or  Marketing
     Director

o    Travel time when travel is required.

Accurate  records of hours spent and  activities  engaged in during  those hours
will  be  kept  and a  monthly  summary  of  "hour  balance"  remaining  will be
submitted.  If the 100 hours  covered by the annual  retainer  are  exceeded,  a
monthly statement of billable hours and an invoice for same will be submitted


                                      224