VISITORS SERVICES INTERNATIONAL CORP, S-8, 1997-02-20

VISITORS SERVICES INTERNATIONAL CORP
S-8, 1997-02-20
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<PAGE> 1

As filed with the Securities and Exchange Commission on February 20, 1997

Registration No.
--------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Visitors Services International Corp.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C> <C>
Florida 59-2773602
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of Principal Executive Offices) (Zip Code)

</TABLE>

Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan
- -------------------------------------------------------------------------------
(Full title of the plan)

Robert P. Gordon, 100 Second Avenue South, Suite 1000,
St. Petersburg, Florida 33701
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(Name and address of agent for service)

(813) 895-4410
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(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 5,000,000 $2.9375 $14,687,500.00 $4,450.76
$.0001 Par Value (2)
- ------------------------------------------------------------------------------------------------------------------
TOTALS 5,000,000 $14,687,500.00 $4,450.76
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fee with respect to these shares has been calculated pursuant to Rule
457(h)(1) and Rule 457(c) of Regulation C under the Securities Act of 1933,
as amended, and based upon the average of the bid and asked price per share
of the Registrant's common stock on a date within five (5) days prior to
the date of filing of this Registration Statement, as reported on the
National Association of Securities Dealers, Inc.'s Electronic Bulletin
Board.

(2) To be issued, at the sole discretion of the Registrant, as Direct Shares,
or Shares underlying options granted to and to be granted, under the
Visitors Services, Inc. (the Registrant's subsidiary) Employee Benefit and
Consulting Services Compensation Plan, adopted and assumed by the
Registrant on November 18, 1996.

The Exhibit Index begins on page 22 of the sequentially numbered copy of
this Registration Statement that has 35 total pages.
<PAGE> 2
PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The document(s) containing the information concerning the employee
benefit plan of the Registrant's subsidiary, Visitors Services, Inc., entitled
Visitors Services, Inc. Employee Benefit and Consulting Services Compensation
Plan, adopted and assumed by the Registrant on November 18, 1996 (the "Plan"),
required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the statement of availability of registrant
information, employee benefit plan annual reports and other information
required by Item 2 of Form S-8 will be sent or given to participants as
specified by Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this registration
statement on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. Visitors Services International
Corp., a Florida corporation (the "Registrant" or the "Company"), shall
maintain a file of such documents in accordance with the provisions of Rule
428. Upon request, the Company shall furnish to the Commission or its staff a
copy or copies of all of the documents included in such file.

1
<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The content of the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1996, Quarterly Report on Form 10-QSB for the
quarterly period ended December 31, 1996, and Current Reports on Form 8-K dated
September 30, 1996, October 15, 1996, and October 17, 1996, are incorporated by
reference into this Registration Statement. All documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement. The Company will provide without charge to each
person to whom a copy of this Registration Statement is delivered, on the
written or oral request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference into this
Registration Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder Relations, Visitors
Services International Corp., 100 Second Avenue South, Suite 1000, St.
Petersburg, Florida 33701 (telephone: 813-895-4410).

ITEM 4. DESCRIPTION OF SECURITIES.

COMMON STOCK.

The authorized capital of the Company consists of 100,000,000 shares
of Common Stock, $.0001 par value per share. The holders of the shares of
Common Stock have equal ratable rights to dividends from funds legally
available therefore, when, as and if declared by the Board of Directors of the
Company and entitled to share ratably in all of the assets of the Company
available for distribution to holders of Common Stock upon the liquidation,
dissolution or winding up of the affairs of the Company. Common shareholders
do not have pre-emptive, subscription or conversion rights. There are no
redemption provisions in the Company's Articles of Incorporation. Common
shareholders are entitled to one vote per share on all matters which
shareholders are entitled to vote upon at all meetings of the shareholders.
All shares of Common Stock to be issued in this offering, when paid for in
accordance with the terms hereof, will be validly issued, fully paid and
non-assessable.

The Company's bylaws permit the holders of the minimum number of
shares necessary to take action at a meeting of shareholders (normally a
majority of the outstanding shares) to take action by written consent without a
meeting, provided notice is given within ten days to all other shareholders.

The holders of shares of Common Stock do not have cumulative voting
rights, which means that the holders of more than 50% of such outstanding
shares can elect all of the directors of the Company.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

2
<PAGE> 4
legal services. The shares underlying the grant of option issuable thereto
were registered with the Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 16, 1996 (File No. 333-
14271). In addition, the Firm was granted stock options under the Registrant's
subsidiary, Visitors Services, Inc., Employee Benefit and Consulting Services
Compensation Plan, adopted and assumed by the Registrant on November 18, 1996.
The shares underlying such grant of option are being registered herewith. As
of the date of this Prospectus, the Firm has not exercised any of those
options. The Firm, or certain of its employees, may, in the future, receive
shares of Common Stock in lieu of payment for legal services. The Firm, or
certain of its employees, would therefor be deemed to have a "substantial
interest" in excess of $50,000 in the Registrant as of the date of the opinion
through the date of effectiveness of the registration statement within the
meaning of Rule 509 of Regulation S-K of the Securities Act of 1933, as
amended. (See, further, Reoffer Prospectus included herein, "INTERESTS OF
NAMED EXPERTS AND COUNSEL".)

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0831 of the Florida Business Corporations Act provides
which eliminates or limits the personal liability of a director to the
corporation or any other person for monetary damages for any statement, vote,
decision, or failure to act, regarding corporate management or policy, by a
director, unless (a) the director breached or failed to perform his duties as a
director; and (b) the director's breach of, or failure to perform, those duties
constitutes: (1) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful. A judgment or other final adjudication
against a director in any criminal proceeding for a violation of the criminal
law estops that director from contesting the fact that his breach, or failure
to perform, constitutes a violation of the criminal law; but does not estop the
director from establishing that he had reasonable cause to believe that his
conduct was lawful or had no reasonable cause to believe that his conduct was
unlawful; (2) a transaction from which the director derived an improper
personal benefit, either directly or indirectly; (3) a circumstance under which
the liability provisions of Section 607.0834 are applicable; (4) in a
proceeding by or in the right of the corporation to procure a judgment in its
favor or by or in the right of a shareholder, conscious disregard for the best
interest of the corporation, or willful misconduct; or (5) in a proceeding by
or in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
2.1 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
Services, Inc., dated September 26, 1996. (2)

4.1 The Company's Articles of Incorporation and Bylaws define the rights of holders of the
equity securities being registered. (3)

5.1 Opinion of Counsel, Futro & Associates, P.C. (1)

10.2 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan,
adopted and assumed by the Registrant on November 18, 1996. (1)

23.2 Consent of Counsel, Futro & Associates, P.C. (4)

23.3 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)

23.4 Consent of Joseph F. Morgan, Certified Public Accountant. (1)
</TABLE>

- --------------------------

3
<PAGE> 5
(1) Filed herewith.
(2) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
filed on September 30, 1996.
(3) Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
8-K dated October 17, 1996 and filed on October 23, 1996.
(4) Included in Exhibit 5.1 filed herewith.

ITEM 9. UNDERTAKINGS.

The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona tide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other that the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person of the
Company in the successful defense of that action suit, or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

4
<PAGE> 6

REOFFER PROSPECTUS PREPARED IN ACCORDANCE WITH THE
REQUIREMENTS OF PART I OF FORM S-3

(BEGINS NEXT PAGE)

5
<PAGE> 7

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated into this reoffer prospectus
by reference and made a part hereof: (i) Contents of the Company's Initial
Registration Statement on Form S-8, being filed with the Securities and
Exchange Commission concurrently herewith, of which this reoffer prospectus is
a part; (ii) the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996, and the consolidated financial statements and
schedules of the Company included therein, audited by Schumacher & Associates,
Inc., Certified Public Accountants, as set forth in their report with respect
thereto; and (iii) the Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1996.

All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this post-effective amendment and prior to the filing of any other post-
effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated in this post-effective amendment by reference and to
be a part hereof from the date of filing of such documents.

Any statement contained in the Initial Registration Statement, in a
supplement to the Initial Registration Statement or in a document incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of the Initial Registration Statement and this reoffer prospectus to the extent
that a statement contained herein or in any subsequently filed supplement to
the Initial Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Initial Registration Statement and
this reoffer prospectus.

EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Agreement and Plan of Reorganization between Dynasty Capital Corporation and Visitors
Services, Inc., dated September 26, 1996. (2)

4.1 The Company's Articles of Incorporation and Bylaws define the rights of holders of the
equity securities being registered. (3)

5.1 Opinion of Counsel, Futro & Associates, P.C. (not required with respect to reoffered
securities).

10.2 Visitors Services, Inc. Employee Benefit and Consulting Services Compensation Plan, adopted
and assumed by the Registrant on November 18, 1996. (1)

23.2 Consent of Counsel, Futro & Associates, P.C. (4)

23.3 Consent of Schumacher & Associates, Inc., Certified Public Accountants. (1)

23.4 Consent of Joseph F. Morgan, Certified Public Accountant. (1)

</TABLE>

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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
filed on September 30, 1996.
(3) Incorporated by reference to Exhibits 3, 3.1, and 3.2 to the Company's
Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
8-K dated October 17, 1996 and filed on October 23, 1996.
(4) Included in Exhibit 5.1 to the Registrant's Registration Statement on
Form S-8 filed herewith.

REOFFER PROSPECTUS (i)
<PAGE> 8

VISITORS SERVICES INTERNATIONAL CORP.

UP TO 1,816,750 SHARES
COMMON STOCK, $.0001 PAR VALUE

All of the shares of Common Stock offered hereby are being sold by the
Selling Security Holders, each of whom are deemed to be affiliates of the
Company. The shares of Common Stock being registered hereunder for reoffer
and resale are defined as control securities and may be reoffered and
resold on a continuous or delayed basis in the future. See "Selling
Security Holders." The Company will not receive any of the proceeds from
the sale of shares by the Selling Security Holders. The Company is
required to file reports pursuant to Section 15(d) of the Securities
Exchange Act of 1934. The Company's Common Stock is traded on the
Electronic Bulletin Board of the National Association of Securities
Dealers, Inc. under the trading symbol "VSIC." On February 18, 1997, the
closing bid and asked price was $2.50 and $3.375 per share.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED
BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

-----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS FEBRUARY 18, 1997.
REOFFER PROSPECTUS 1
<PAGE> 9
AVAILABLE INFORMATION AND CERTAIN DEFINITIONS

The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
and information statements and other information filed by the Company can be
inspected and copied at the public reference facilities, maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
materials can be obtained from the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.

The Company has filed with the Securities and Exchange Commission, 450
5th Street, N.W., Washington, D.C. 20549, a registration statement on Form S-8
(herein, together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended, regarding the shares
of the Company offered. This Prospectus, filed as part of the Registration
Statement, omits certain information regarding the Company and the securities
offered. Reference is made to the Registration Statement and the Exhibits
filed therewith, which may be obtained from the principal office of the
Securities and Exchange Commission at 450 Fifth Street N.W., Judiciary Plaza,
Washington, D.C. 20549 upon request and payment of the prescribed fee.

All references herein to the "Company" include Visitors Services
International Corp. and its subsidiaries, Visitors Services, Inc. and American
International Travel Agency, Inc.

DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will governed by
the final adjudication of such issue.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated into this prospectus by
reference and made a part hereof:

(i) Contents of the Company's Initial Registration Statement
on Form S-8, being filed with the Securities and Exchange Commission
concurrently herewith, of which this reoffer prospectus is a part;
(ii) the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996, and the consolidated financial statements
and schedules of the Company included therein, audited by Schumacher &
Associates, Inc., Certified Public Accountants, as set forth in their
report with respect thereto; and (iii) the Company's Quarterly Report
on Form 10-QSB for the quarter ended December 31, 1996.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering shall be deemed
to be incorporate by reference into this Prospectus and to be a part hereof
from the date of filing of such

REOFFER PROSPECTUS 2
<PAGE> 10
documents. Any statement contained herein or in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference herein (other than exhibits and schedules to such
documents, unless such exhibits or schedules are specifically incorporated by
reference in such documents). Requests should be directed to Visitors Services
International Corp., Shareholder Relations Department, 100 Second Avenue South,
Suite 1000, St. Petersburg, Florida 33701, and at (813) 895-4410.

TABLE OF CONTENTS

<TABLE>
<S> <C>
AVAILABLE INFORMATION AND CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INTERESTS OF NAMED EXPERTS AND COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

REOFFER PROSPECTUS 3
<PAGE> 11
PROSPECTUS SUMMARY

The following summary information should be read in conjunction with,
and is qualified in its entirety by, the detailed information and financial
statements and related notes thereto appearing either elsewhere in this
Prospectus or included in the Annual Report on Form 10-KSB and subsequent
Quarterly Reports on Form 10-QSB, which are incorporated herein by reference.
Unless otherwise indicated, all references in this Prospectus to the "Company"
refer to Visitors Services International Corp. and its subsidiaries, Visitors
Services, Inc. and American International Travel Agency, Inc.

THE COMPANY

History of the Company

Visitors Services International Corp., formerly Dynasty Capital
Corporation (the "Registrant", the "Company" or "VSIC") was a development stage
enterprise formed under the laws of the State of Florida to evaluate, structure
and complete a business combination in the form of a merger with, or
acquisition of, prospects consisting of private companies, partnerships or sole
proprietorships. The Registrant had no business operations and no intention of
engaging in an active business prior to a business combination with another
enterprise.

The Registrant's past activities were limited to organizational
matters and the Registrant entered into letters of intent with two private
business entities, neither of which resulted in the completion of a business
combination. The Registrant sold 2,500,000 units of $.0001 par value Common
Stock ("Common Stock") at $.02 per unit, for total proceeds of $50,000 in a
public offering which closed on June 8, 1987. The Company was formed for the
purpose of seeking potential business opportunities in the form of the
acquisition of an existing business that has profit potential.

Acquisition of Visitors Services, Inc.

On September 26, 1996, Registrant executed an Agreement and Plan of
Reorganization ("Agreement") with Visitors Services, Inc. ("VSI"), and certain
Stockholders of VSI, pursuant to which a minimum of 80% of the issued and
outstanding shares of VSI were to be exchanged on a one share for one share
basis for shares of restricted stock of the Registrant, after the Registrant
effect a 14.4 to 1 reverse stock split of the shares outstanding before the
date of the Agreement from 10,801,000 shares down to 750,093 shares (in lieu of
any fractional shares created as a result of the reverse stock split, each
holder of a fractional share was issued one additional whole share). The
Closing Date of the Agreement was September 27, 1996, when the Registrant's
reverse stock split was effected and certain Stockholders of VSI holding at
least 80% of the outstanding shares of VSI executed the Agreement. The
"Exchange Offer" has been extended to the remaining shareholders of VSI, who
have, as extended, until January 20, 1997, to accept the offer. The offering
is being made in accordance with Rule 506 of Regulation D of the Securities Act
of 1933, as amended, or such other appropriate and available exemption(s). By
virtue of the reorganization, VSI becomes a subsidiary of the Registrant.

Pursuant to the Agreement and Plan of Reorganization, on the Closing
Date the Registrant's Officers and Directors resigned and designees of VSI were
appointed to the vacated positions. Earnest Mathis resigned as President,
Treasurer and a Director; and Gary J. McAdam resigned as Vice President,
Secretary and a Director. Robert P. Gordon, Paul W. Henry and Steve McLean
were appointed Officers and Directors. Mr. Gordon, by virtue of the
transaction, became a controlling shareholder of the Registrant.

Acquisition of American International Travel Agency, Inc.

On December 6, 1996, VSI entered into a Stock Purchase Agreement (the
"SPA") with Phoenix Information Systems Corp. ("Phoenix") to acquire all the
capital stock of American International Travel Agency, Inc. ("American") from
Phoenix in exchange for 31,579 shares of Common Stock of Phoenix owned by VSI.
This transaction was closed on December 6, 1996, subject to certain rescission
rights described below. The consideration paid was based upon arms-length
negotiations between VSI and Phoenix and a fair market evaluation. Management

REOFFER PROSPECTUS 4
<PAGE> 12
believes entering into this SPA will provide the following benefits to VSI:
(i) access to the major travel agency computerized reservation systems
world-wide, and (ii) the ability to issue airline tickets.

The assets of American both before and after the signed SPA will
continue to be used as a retail travel agency located in Clearwater, Florida.

American was incorporated in 1977 in the State of Florida to provide
retail leisure travel services. Since that time and have expanded the customer
base to include commercial travel services. American represents all airlines,
tour operators and cruise and rail lines on a commission basis.

During the three fiscal years ending June 30, 1994, March 31, 1995 and
March 31, 1996, American had total revenues of $314,573, $142,753 and $405,662,
respectively and net loss of $7,886 in 1994, net loss of $71,972 in 1995, and
net income of $31,076 in 1996.

The SPA states that the transaction is conditioned upon the subsequent
consent of the Airlines Reporting Corporation ("ARC"). VSI and Phoenix have
agreed that if the ARC does not consent to the change in ownership contemplated
in the SPA, the SPA will unwind and terminate as if the transaction was never
entered into by either party.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The Company's Articles of Incorporation and Bylaws define the rights
of holders of the Common Stock being registered, which are included as Exhibits
3, 3.1, and 3.2 to the Company's Form 8-K dated and filed on October 15, 1996,
and Exhibit 3.3 to Form 8-K dated October 17, 1996 and filed on October 23,
1996. The securities to be registered hereunder for reoffer and resale by the
Selling Security Holders are of the same class. The Selling Security Holders
have or will acquire the shares of Common Stock pursuant to Registrant's
subsidiary, Visitors Services, Inc., employee's and consultant's benefit plan,
entitled "Visitors Services, Inc. Employee Benefit and Consulting Services
Compensation Plan," as may be amended from time to time (the "Plan"). The
shares to be issued pursuant to the Plan and the shares underlying any grant of
option thereunder are being registered simultaneously herewith with the
Securities and Exchange Commission under its initial registration statement on
Form S-8, of which this prospectus is a part.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling Security Holders 1,816,750

Shares of Common Stock Outstanding
Before the Offering 21,668,330
After the Offering 23,485,080

Use of Proceeds The Company will not receive any proceeds from the
sale of shares by the Selling Security Holders

Electronic Bulletin Board Symbol VSIC
</TABLE>

REOFFER PROSPECTUS 5
<PAGE> 13
RISK FACTORS

The Company's securities involves a high degree of risk, including,
but not limited to, the factors described below. An investment in the
Company's securities should be made only by persons who can afford a loss of
their entire investment. Investors should consider carefully the following
risk factors inherent in and affecting the business of the Company.

1. New Business - No Assurance of Profitability. The Company and
its subsidiary, Visitors Services, Inc. ("VSI") have limited operating
histories in the business of providing automated reservations and information
services specifically designed to support the special needs of one or more
"Convention & Visitors Bureaus" ("CVB's"). Potential investors should be aware
of the difficulties encountered by a new enterprise, especially in view of the
intense competition from existing and more established businesses which are
also seeking to create profitable business opportunities. Since the business
of the Company is new, there is little upon which to base an assumption that
the Company's plans will either materialize or prove successful, and,
accordingly, there can be no assurance of whether or when operations will
become profitable.

2. Limited Working Capital; Financial Instability. For the fiscal
years ended September 30, 1996, and 1995, the Company sustained a net loss of
approximately $3,859,117 and $1,301,293, respectively. These losses may
continue for a presently undetermined time. As of September 30, 1996, the
Company had stockholders' equity (deficit) of $(184,079), losses that have
accumulated through September 30, 1996 of $5,861,742 and working capital
(deficit) of $(1,406,262).

Various factors affecting the Company's operations may raise
substantial doubt as to the Company's ability to continue as a going concern.
There can be no assurance that the Company will be able to continue as a going
concern or achieve sustainable revenues or profitable operations.

3. Additional Funding Required - Need for Subsequent Private
Placements. The Company's business will require substantial investment on a
continuing basis to finance capital expenditures and related expenses in
pursuit of its business plan. Furthermore, there is no assurance that the
Company will be able to generate additional capital on a timely basis and on
satisfactory terms and conditions to meet its future financing needs or to
expand into additional markets. In connection with the further development of
the Company's business, the Company anticipates that it will need to raise
additional funds through subsequent private placements which will be exempt
from registration. Any such additional private placements will not require
prior shareholder approval, and may be equity offerings of common stock or
preferred stock convertible into common stock, or debt offerings of notes or
debentures convertible into common stock. Any subsequent private placement of
equity securities (i.e., stock) or debt securities convertible into common
stock would have the effect of immediately diluting the interest of the then
existing shareholders of the Company. Furthermore, the Company may also grant
registration rights to investors in subsequent private placements, if any.

4. Dependence Upon CVB's Under Contract. No assurances can be
given that the Company and the CVB's under contract will each fulfill its
commitments under the Reservation and Services Agreements and, if not
fulfilled, such failure may be expected to have a material adverse effect on
the Company's operations. No assurances can be given that the Company will be
successful in obtaining contracts with other CVB's and/or similar tourist
development organizations, or that its operations will be profitable.

Once a contract with a CVB (or similar tourist development
organization) is obtained, the Company then will attempt to sign up the
attractions and events as well as the hotels, inns, condominiums and apartments
within the area covered by the CVB to participate in the reservation system,
and further to obtain a sufficient inventory of rooms to meet the needs of
prospective visitors who call the 800 number in search of accommodations. While
the Company will attempt to obtain sufficient inventories of rooms in the
larger CVB's, the Company can offer no assurance that new CVB's will be able to
provide sufficient inventories to enable VSI to operate profitably.

The Company is heavily dependent on CVB advertising of its 800
reservations and information number. Without an adequate advertising budget
and an effective advertising campaign, there will not be enough calls to the

REOFFER PROSPECTUS 6
<PAGE> 14
800 number to cover both the cost of the incoming telephone calls and the
overhead required to operate the VSI centralized service center.

The Company's objective is not to book all (or even most of) the
available hotel or other rooms in the area served by the CVB, but rather to act
as a centralized reservations service for excess room inventory that might not
otherwise be booked. For the Company to succeed, it must book a sufficient
number of these rooms to cover its cost of operations. No assurances can be
given that the Company's operations will be profitable and that the Company
will be able to successfully compete in its operations.

5. Risks of Business Acquisitions. Should the Company choose to
develop or expand its business through one or more business acquisitions, any
such acquisitions would be expected to be made generally in development stage
operations. Such businesses may have little or no operating history, may be at
an early stage of business development, may have a history of operating losses
(or show substantial variations in operating results from period to period) or
may otherwise be experiencing operating, managerial or financial difficulties.
Although such investments may offer the opportunity for significant gains, such
investments involve a significantly higher degree of business and financial
risk than established businesses and could result in substantial losses.
Development stage businesses may require infusions of capital or intensive
management oversight beyond the financial and/or managerial resources of the
Company to support expansion, achieve or maintain a competitive position or
otherwise attain a stage of maturity at which the Company could consider their
profitable disposition. As a result, the Company might experience a prolonged
period of operating losses with respect to certain businesses or be forced to
dispose of such businesses at a loss. Alternatively, the Company might have to
divert funds or managerial resources which would otherwise be devoted to
successful operations to mitigate losses in unprofitable ventures. The timing
and the availability of such resources might be critical to the survival of
such enterprises and any delay could substantially increase the potential for
loss. In addition, such businesses may face intense competition, including
competition from companies with greater financial and other resources.
Additionally, acquisitions involve a number of special risks, including the
diversion of the Management's attention, assimilation of the operations and
personnel of the acquired companies, operating in new geographic markets, loss
of key employees, the difficulty of presenting a unified image, assimilation of
the operations and/or companies of acquired companies that take longer than
initially anticipated, failure to realize certain economies of scale that might
otherwise have been anticipated or achieved, difficulty in consolidating
operating facilities, interruption of business and revenues and possible
significant expenses incurred resulting from the acquisition, all of which may
adversely affect financial results. There can be no assurance that these same
problems will not confront the Company in connection with any future
acquisitions or expansion undertaken by it.

6. Dependence Upon Software License and Software Maintenance
Agreement with Phoenix Information Systems Corp. ("Phoenix"). Pursuant to a
Software License and Software Maintenance Agreement between Phoenix and VSI
(the "Software Licensing Agreement"), VSI has obtained licensing rights from
Phoenix, an affiliated entity controlled by Robert P. Gordon, Chairman of VSIC,
to use Phoenix's recently developed hotel reservation system to support the
automated information and reservations needs of the CVB's under contract.

VSI is dependent upon the Software Licensing Agreement for its
operations. In the event Phoenix would be unable to fulfill its obligations
under such agreement, which obligations include without limitation, certain
maintenance requirements, VSI's operations would likely be materially adversely
affected. Similarly, in the event VSI would be unable to fulfill its
obligations under such agreement, this may lead to the termination of the
Software Licensing Agreement and would likely materially adversely affect VSI's
operations.

7. Technological Obsolescence. The computer software field is
characterized by rapid technological developments and advances, particularly in
the travel industry. Although the Company believes that its hotel reservation
system is expected to be technically and economically competitive and it is
anticipated that it will not become obsolete for the foreseeable future, it is
possible that intervening development of new technology and/or new systems
could render all or part of the Company's Phoenix-Hotel System virtually
obsolete at any time.

8. Conflicts of Interest. Robert P. Gordon and Paul W. Henry are
full-time employees, executive officers and/or directors of Phoenix and its
subsidiaries. In addition, Robert P. Gordon is the owner of Harvest

REOFFER PROSPECTUS 7
<PAGE> 15
International of America, Inc. Robert P. Gordon has represented to Phoenix and
its shareholders that he will not directly or indirectly enter into other
travel business activities in competition with Phoenix unless first presenting
the corporate opportunity to Phoenix to avoid possible conflicts of interest.
In June 1993, Mr. Gordon presented Phoenix's then disinterested Board of
Directors consisting of Robert Baranek and Paul Henry the opportunity for
Phoenix to acquire VSI and such proposal was rejected by such disinterested
directors. Possible conflicts of interest may arise in the future in
connection with the performance of the duties of the Company's officers and/or
directors. Such potential conflicts of interest may include, among other
things, time, effort and corporate opportunity. As no policy has been
established by the Company for the resolution of any such conflicts, the
Company may be adversely affected should such persons choose to place their
other business interests before that of the Company.

9. Non-Exclusivity of Officers and Directors. Several of the
Company's Officers and Directors are engaged in other activities and endeavors,
and thus devote less than full time to the Company's activities. Furthermore,
the Officers and Directors reserve the right to engage in other activities that
may compete with the Company, including investing in or serving as officers or
directors of other entities having similar objectives. Because the Directors
may engage in operations independent of the Company, their activities may
conflict with those of the Company. In dealing with any potential conflicts
which may arise as a result of their outside activities, the Officers and
Directors will attempt to conduct themselves in accordance with their fiduciary
obligations to the Company.

10. Competition. Companies with greater financial resources and
experience could acquire or develop the necessary reservations software and
then obtain contracts with one or more CVB's and enter into competition with
the Company. Furthermore, the Company faces competition from those that are
now booking accommodations, including, but not limited to: the hotels, inns,
and condominium and apartment owners themselves and their appointed sales
agents; as well as travel agents and tour operators who book accommodations
directly and not through the CVB's 800 number. In fact, the Company's
objective is not to book all (or even most of) the available hotel or other
rooms in the area served by the CVB, but rather to act as a centralized
reservations service for excess room inventory that might not otherwise be
booked. For the Company to succeed, it must book a sufficient number of these
rooms to cover its cost of operations. No assurances can be given that the
Company's operations will be profitable and that the Company will be able to
successfully compete in its operations.

11. Control by Officers, Directors and Principal Stockholders. The
Company's current officers and directors beneficially own a majority of the
outstanding Common Stock. Since the Company's Certificate of Incorporation
does not provide for cumulative voting, the holders of more than 50% of the
outstanding shares can elect all of the directors if they choose to do so, in
which event the holders of the remaining shares cannot elect any directors.
Accordingly, these persons, individually and as a group, will be able to
effectively control the Company and direct its affairs and business, including
any determination with respect to the acquisition or disposition of assets by
the Company, future issuances of Common Stock or other securities by the
Company, declaration of dividends on the Common Stock, and the election of
directors. Such concentration of ownership may also have the effect of
delaying, deferring, or preventing a change in control of the Company.

12. Copyrights and Trademarks. Phoenix applied for federal
registration of the trademark "Phoenix-Hotel", which is the hotel reservation
system licensed to VSI with the United States Patent and Trademark office.
Although such trademark has been granted, no assurances can be given that such
trademark for Phoenix-Hotel will enhance VSI's rights to use such trademark and
stop others from infringing upon such trademark.

Phoenix does have registered copyright protection for its hotel
software programs. However, copyright protection affords only limited
practical protection against duplication of the media embodying the programs.
Although such copyright has been granted by the United States Copyright Office,
no assurances can be given that such copyright will afford Phoenix or VSI as
licensee any practical protection.

13. Indemnification and Limitation of Directors' Liability. The
Company's By-Laws provide that the Company shall indemnify in the manner and to
the extent permitted by law, any person (or that person's testator or intestate
successor) made or threatened to be made a party to any action or proceeding,
whether domestic or foreign, civil or criminal, judicial or administrative, or
federal or state, by reason of the fact that the person was a director or

REOFFER PROSPECTUS 8
<PAGE> 16
officer of the Corporation or served any other corporation in any capacity at
the request of the Corporation, in the manner and to the extent permitted by
law. Further, the Company has entered into an agreement with three of its
executive officers and may enter into agreements with its other officers and
directors to indemnify and hold such persons harmless, to the maximum extent
permitted by law, if it all, in the event any claims or legal actions are
brought against such person arising out of his acts or decisions done or made
in the authorized scope of such person's employment or position with the
Company.

The Company currently does not have officer and director liability
insurance and no assurances can be given that such insurance will be obtained
by the Company due to the expensive cost of such coverage or, if applied for,
that the Company will qualify for such insurance.

The General Corporation Law of Florida eliminates the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty of loyalty and care as a director, unless:
(a) the director breached or failed to perform his duties as a director; and
(b) the directors breach of, or failure to perform, those duties constitutes:
(i) a violation of the criminal law, unless the director had reasonable cause
to believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful; (ii) a transaction from which the director derived an
improper person benefit, either directly or indirectly; (iii) a circumstance
under which a director votes for or assents to an unlawful distribution; (iv)
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in the right of a shareholder, conscious disregard for the best
interests of the Company, or willful misconduct; or (v) in a proceeding by or
in the right of someone other than the Company or a shareholder with,
recklessness or an act of omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety or property.

The Company has been advised that it is the position of the Securities
and Exchange Commission that insofar as the foregoing provisions may be invoked
to disclaim liability for damages arising under the Securities Laws, that such
provisions are against public policy as expressed in the Securities Laws and
are therefore unenforceable.

14. Preferred Stock. The Company's Articles of Incorporation
authorize 10,000,000 shares of Preferred Stock, $.001 par value. None are
issued to date. The Preferred Stock may be issued in a series from time to
time with such designation, rights, preferences and limitations as the Board of
Directors of the Company may determine by resolution. In addition, such
Preferred Stock could have other rights, including voting and economic rights
senior to the Common Stock so that the issuance of such stock could adversely
affect the market value of the Common Stock. The creation of one or more
series of Preferred Stock also may have the effect of delaying, deferring or
preventing a change in control of the Company without any action by
shareholders.

15. Limited Public Market. Management believes there has been only
limited trading in the Company's Common Stock. There is no assurance that the
Common shares will continue to be listed or that any liquidity exists for the
Company's shareholders.

16. No Dividends on Common Stock and None Anticipated. The payment
by the Company of cash dividends, if any, in the future rests within the
discretion of its Board of Directors and will depend, among other things, upon
the Company's earnings, its capital requirements and its financial condition,
as well as other relevant factors. The Company has not paid or declared any
cash dividends upon its Common Stock since its inception and by reason of its
present financial status and its contemplated future financial requirements
does not contemplate or anticipate making any cash distributions upon its
Common Stock in the foreseeable future.

17. Future Issuances of Common Stock Pursuant to Non-Statutory Stock
Option Plans. The Company has reserved for issuance up to 7,945,000 shares of
the Company's Common Stock, to be issued to officers, directors, employees and
consultants pursuant to non-statutory stock option plans. The issuance of
such shares will have the effect of diluting the percentage ownership of the
then existing shareholders.

18. Future Sales of Common Stock by Management and Others. Future
sales of Common Stock by management and others may be made pursuant to and in
compliance with the provisions of Rule 144 of the 1933

REOFFER PROSPECTUS 9
<PAGE> 17
Act. In general, under Rule 144, a person who has satisfied a two-year holding
period may, under certain circumstances, sell within any three-month period a
number of shares which does not exceed the greater of one percent of the then
outstanding shares of Common Stock or the average weekly trading volume in
shares during the four calendar weeks immediately prior to such sale. Rule 144
also permits under certain circumstances, the sale of shares without any
quantity or other limitation by a person who is not an affiliate of the Company
and who has satisfied a three-year holding period. Future sales of such shares
made under Rule 144 may have an adverse effect on the then prevailing market
price, if any, of the Common Stock and adversely affect the Company's ability
to obtain future financing in the capital markets as well as create a potential
market overhang.

19. Business Risks in General. The principal risk associated with
an investment in the Company as with an investment in any business, is the
possible inability of the Company to generate revenues which are sufficient to
pay its operating expenses and debt service, and of the remaining portion, if
any, of such revenues, together with proceeds from the sale, if any, of Company
operations, to provide an acceptable rate of return to investors. The Company
will derive a large portion of its revenues from customer payments. Therefore,
investments in the Company, are affected by the state of the economy and
business conditions in general. Among the factors which can affect the
Company's business are (i) general economic conditions, including recession,
inflation, fluctuations in general or local business conditions and unstable or
adverse credit markets; (ii) increases in operating expenses, including
expenses related to the construction, operation and maintenance of capital
systems and programming, as well as the cost of marketing the services of the
Company; (iii) changes in governmental regulation affecting the Company,
including increased taxation and increased regulation which could increase
operating costs and reduce revenues of the Company; (iv) work stoppages or
other labor difficulties; and (v) property and casualty losses which insurance
does not adequately cover.

REOFFER PROSPECTUS 10
<PAGE> 18
SELLING SECURITY HOLDERS

The following table sets forth all persons eligible to resell and the
amounts of securities available to be resold, if known at the date of this
Prospectus, whether or not they have a present intent to do so. Reoffer and
resales of the following securities may be made on a continuous or delayed
basis in the future. The shares of Common Stock being registered hereunder for
reoffer and resale are defined as control securities and have been or will be
acquired by the Selling Security Holders, each of whom are deemed to be
affiliates of the Company, pursuant to the Registrant's Consulting and Services
Compensation Agreement.

<TABLE>
<CAPTION>
Relationship with Number of Shares Number of Shares Percentage of
Name and address of Registrant within beneficially owned which may be Shares beneficially
Selling Stockholder past three years before the offering offered for resale owned after offering
------------------- ---------------- ---------- -------- ----------- ------ ----------- --------

<S> <C> <C> <C> <C>
Stephen G. McLean (1) 33,333 (2) 500,000 (2) 2.2
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701

Paul W. Henry (3) 35,000 (4) 153,360 (4) *
Suite 1000
100 Second Ave. South
St. Petersburg, FL 33701

Persons unknown to (5) (5) 1,163,390 (5) (5)
Registrant
</TABLE>
- --------------------------

* Indicates less than 1%.

(1) Mr. McLean is Chief Executive Officer and a Director and has been
affiliated with the Registrant since September 26, 1996. Mr. McLean
joined the Registrant's subsidiary, Visitors Services, Inc., in early
1996 as Chief Executive Officer. Previously, he was Corporate Vice
President-Worldwide Marketing for Indigo NV, an innovative,
high-technology printing and marketing communications company. At
Indigo, Mr. McLean was responsible for the domestic and foreign marketing
strategy of one of the fastest growing publicly traded companies in the
United States. Mr. McLean was also instrumental in formulating the
successful launch strategy for the E-Print 1000, the world's first
digital offset printing press. Prior to joining Indigo, Mr. McLean held
various executive positions at Scitex America Corporation, including Vice
President-Strategic Planning, Vice President-Marketing and Vice
President-National Division. Under Mr. McLean's direction, Scitex's
National Division grew from start-up to $80 million in revenues in two
years through developing previously unpenetrated markets in the printing
and publishing industry. Mr. McLean holds B.S. and J.D. degrees from
Suffolk University in Boston as well as an MBA from Northeastern
University.

(2) Mr. McLean individually owns 33,333 shares of the Registrant's common
stock. Mr. McLean was granted 500,000 options to purchase the
Registrant's common stock under the Registrant's subsidiary, Visitors
Services, Inc., Employee Benefit and Consulting Services Compensation
Plan which was adopted and assumed by the Registrant on November 18,
1996. The options expire on January 31, 2000. The shares underlying the
500,000 options are being registered hereunder for possible reoffer and
resale, which may be made on a continuing or delayed basis in the future.
At the date of this prospectus, Mr. McLean has not exercised any of the
500,000 options. Additionally, on October 4, 1996, Mr. McLean was
granted 225,000 options to purchase the Registrant's common stock under
the Visitors Services International Corp. Employee Benefit and Consulting
Services Compensation Plan. The 225,000 options are exercisable until
October 3, 1999. The shares underlying the 225,000 options were
registered pursuant to Post Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 filed with the SEC on February 19,
1997 for possible reoffer and resale, which may be made on a continuing
or delayed basis in the future. At the date of this prospectus, Mr.
McLean has not exercised any of the 225,000 options.

REOFFER PROSPECTUS 11
<PAGE> 19

(3) Mr. Henry is Secretary, Treasurer and a Director and has been affiliated
with the Registrant since September 26, 1996. Mr. Henry joined the
Registrant's subsidiary, Visitors Services, Inc., as a Director on March
1, 1996. Mr. Henry has been Secretary and a Director of Phoenix
Information Systems Corp. and Phoenix Systems Group, Inc. since April
1992. During the past ten years, Mr. Henry has been an independent
financial consultant. From 1991 to 1992, he was retained by Essex
Investment Management Company, an institutional money management firm.
From 1988 to 1991, Mr. Henry was retained by the Caithness Corporation, a
natural resources development company. From 1988 to 1989 he was an
advisor to Veronex Resources, an international oil and gas exploration
company. From 1987 to 1989, Mr. Henry served as a consultant to Harvest
International of America, Inc.

(4) Mr. Henry individually owns 35,000 shares of the Registrant's common
stock. Mr. Henry was granted 153,360 options to purchase the
Registrant's common stock under the Registrant's subsidiary, Visitors
Services, Inc., Employee Benefit and Consulting Services Compensation
Plan which was adopted and assumed by the Registrant on November 18,
1996. The options expire on February 28, 2001. The shares underlying
the 153,360 options are being registered hereunder for possible reoffer
and resale, which may be made on a continuing or delayed basis in the
future. At the date of this prospectus, Mr. Henry has not exercised any
of the 153,360 options. Additionally, on October 4, 1996, Mr. Henry was
granted 45,000 options to purchase the Registrant's common stock under
the Visitors Services International Corp. Employee Benefit and Consulting
Services Compensation Plan. The 45,000 options are exercisable until
October 3, 1999. The shares underlying the 45,000 options were
registered pursuant to Post Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 filed with the SEC on February 19,
1997 for possible reoffer and resale, which may be made on a continuing
or delayed basis in the future. At the date of this prospectus, Mr.
Henry has not exercised any of the 45,000 options.

(5) As the names of the Selling Security Holders and the amounts of the
Shares to be reoffered become known, the Registrant will supplement this
Prospectus with such information.

PLAN OF DISTRIBUTION

All of the shares of Common Stock offered hereby are being sold or
will be sold by the Selling Security Holders and may be offered through the
selling efforts of brokers or dealers unknown to the Registrant. Each of the
Selling Security Holders are deemed affiliates of the Company and are thereby
subject to the volume limitations imposed on affiliates and control securities
by Rule 144 of the Securities Act of 1933, as amended, and may further be
subject to internal restrictions or volume limitations on resale imposed on
them by the Board of Directors of the Registrant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The law firm of Futro & Associates, P.C. (the "Firm"), has acted as
special securities counsel to the Registrant and certain of the Selling
Security Holders, and has given its opinion as to the validity of the issuance
of the securities being registered hereunder. The Firm, or certain of its
employees, was granted stock options under the Visitors Services International
Corp. Employee Benefit and Consulting Services Compensation Plan, effective as
of October 3, 1996, and, upon exercise received shares of Common Stock of the
Registrant in lieu of payment for past legal services. The shares underlying
the grant of option issuable thereto were registered with the Registrant's
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on October 16, 1996 (File No. 333-14271). In addition, the Firm was
granted stock options under the Registrant's subsidiary, Visitors Services,
Inc., Employee Benefit and Consulting Services Compensation Plan, adopted and
assumed by the Registrant on November 18, 1996. The shares underlying such
grant of option are being registered herewith. As of the date of this
Prospectus, the Firm has not exercised any of those options. The Firm, or
certain of its employees, may, in the future, receive shares of Common Stock in
lieu of payment for legal services. The Firm, or certain of its employees,
would therefor be deemed to have a "substantial interest" in excess of $50,000
in the Registrant as of the date of the opinion through the date of
effectiveness of the registration statement within the meaning of Rule 509 of
Regulation S-K of the Securities Act of 1933, as amended.

REOFFER PROSPECTUS 12
<PAGE> 20
NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OFFERED BY
THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
SHARES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

REOFFER PROSPECTUS 13
<PAGE> 21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Petersburg, State of Florida, on February
18, 1997.

VISITORS SERVICES INTERNATIONAL CORP.

By: /s/ Robert P. Gordon
---------------------------------
Robert P. Gordon, Chairman, Chief
Financial and Accounting Officer,
Director

Date: February 18, 1997

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

By: /s/ Robert P. Gordon
----------------------------------
Robert P. Gordon, Chairman, Chief
Financial and Accounting Officer,
Director

Date: February 18, 1997

By: /s/ Stephen G. McLean
----------------------------------
Stephen G. McLean, Chief
Executive Officer, Director

Date: February 18, 1997

By: /s/ Paul W. Henry
----------------------------------
Paul W. Henry, Secretary, Treasurer,
Director

Date: February 18, 1997
<PAGE> 22

EXHIBIT INDEX

Exhibit No. Description

2.1 Agreement and Plan of Reorganization between
Dynasty Capital Corporation and Visitors Services,
Inc., dated September 26, 1996. (2)

4.1 The Company's Articles of Incorporation and Bylaws
define the rights of holders of the equity
securities being registered. (3)

5.1 Opinion of Counsel, Futro & Associates, P.C. (1)

10.2 Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan, adopted and
assumed by the Registrant on November 18, 1996. (1)

23.2 Consent of Counsel, Futro & Associates, P.C. (4)

23.3 Consent of Schumacher & Associates, Inc., Certified
Public Accountants. (1)

23.4 Consent of Joseph F. Morgan, Certified Public
Accountant. (1)

__________________________

(1) Filed herewith.
(2) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
filed on September 30, 1996.
(3) Incorporated by reference to Exhibits 3, 3.1, 3.2 and to the Company's
Form 8-K dated and filed on October 15, 1996, and Exhibit 3.3 to Form
8-K dated October 17, 1996 and filed on October 23, 1996.
(4) Included in Exhibit 5.1 filed herewith.

<PAGE> 1

[FUTRO AND ASSOCIATES LETTERHEAD]

February 18, 1997

U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549

Re: Visitors Services International Corp. (formerly known as
Dynasty Capital Corporation), Form S-8 Registration Statement
OPINION OF COUNSEL NO. 97-49.1

Ladies and Gentlemen:

OPINION OF COUNSEL

We have acted as counsel to Visitors Services International Corp.
(formerly known as Dynasty Capital Corporation) (the "Company") in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering registration under the Securities Act of
1933, as amended, of 5,000,000 shares of the Company's common stock, $.0001 par
value per share (the "Shares"), pursuant to the Company's subsidiary, Visitors
Services, Inc., Employee Benefit and Consulting Services Compensation Plan
assumed and adopted by the Board of Directors of Visitors Services
International Corp. on November 18, 1996, the date it was adopted by the Board
of Directors of the Company (the "Plan"). As such, we have examined the
Registration Statement, the Company's Articles of Incorporation and Bylaws, as
amended, and minutes of meetings of its Board of Directors.

Based upon the foregoing, and assuming that the Shares will be issued
as set forth in the Plan and Registration Statement, at a time when effective,
and that the Company will fully comply with all applicable securities laws
involved under the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated pursuant to
said Acts, and in those states or foreign jurisdictions in which the Shares may
be sold, we are of the opinion that, upon proper and legal issuance of the
Shares according the Registration Statement and receipt of the consideration to
be paid for the Shares, the Shares will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company. This opinion does not
cover any matters related to any re-offer or re-sale of the Shares by any Plan
Beneficiaries, once properly and legally issued pursuant to the Plan as
described in the Registration Statement.
<PAGE> 2
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 97-49.1
February 18, 1997
Page 2

This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date hereof.
This opinion does not address or relate to any specific state securities laws.
We assume no duty to communicate with the Company in respect to any matter
which comes to our attention hereafter.

CONSENT

We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the prospectus which
is made a part of the Registration Statement.

Sincerely,

FUTRO & ASSOCIATES, P.C.

/s/ Peter G. Futro

Peter G. Futro

<PAGE> 1

VISITORS SERVICES, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN

SECTION 1. INTRODUCTION

1.1 Establishment. Effective as provided in Section 17, Visitors
Services, Inc., a Florida corporation (the "Company"), hereby establishes a
plan of long-term stock-based compensation incentives for selected Eligible
Participants of the Company and its affiliated corporations. The plan shall be
known as the Employee Benefit and Consulting Services Compensation Plan (the
"Plan").

1.2 Purpose. The purpose of the Plan is to promote the best interest
of the Company, and its stockholders by providing a means of non-cash
remuneration to selected Eligible Participants who contribute most to the
operating progress and earning power of the Company.

SECTION 2. DEFINITIONS

The following definitions shall be applicable to the terms used in the
Plan:

2.1 "Affiliated Corporation" means any corporation that is either a
parent corporation with respect to the Company or a subsidiary corporation with
respect to the Company (within the meaning of Sections 424(e) and (f),
respectively, of the Internal Revenue Code).

2.2 "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

2.3 "Committee" means a committee designated by the Board of
Directors to administer the Plan or, if no committee is so designated, the
Board of Directors. Any Committee Member who is also an Eligible Participant
may receive a grant only if he abstains from voting in favor of a grant to
himself, and the grant is determined and approved by the remaining Committee
Members. The Board of Directors, in its sole discretion, may at any time
remove any member of the Committee and appoint another Director to fill any
vacancy on the Committee.

2.4 "Common Stock" means the Company's $.0001 par value voting common
stock.

2.5 "Company" means Visitors Services, Inc., a Florida corporation
and its subsidiaries.

2.6 "Effective Date" means the effective date of the Plan, as set
forth in Section 17 hereof.

2.7 "Eligible Participant" or "Participant" means any employee,
director, officer, consultant, or advisor of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to receive
stock and exercise stock options hereunder.

2.8 "Fair Market Value" means with respect to Common Stock, as of any
date, the closing price of a share of Common Stock as reported on such exchange
on which the Company's Common Stock may be listed.

2.9 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Restricted Stock of the Company, unless said shares are duly
registered, and thus freely tradeable, pursuant to a Grant of Option approved
by the Committee and executed and delivered by the Company.

VISITORS SERVICES, INC. PAGE 1 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 2
2.10 "Plan" means this Visitors Services, Inc. Employee Benefit and
Consulting Services Compensation Plan dated November 18, 1996.

2.11 "Registered Stock" means shares of common stock, $.0001 par
value, of the Company underlying an Option which, if specified in the written
Option are, upon issuance, freely tradeable by virtue of having been registered
with the Securities and Exchange Commission under cover of Form S-8, or another
appropriate registration statement, and which shares have been issued subject
to the "blue sky" provisions of any appropriate state jurisdiction. Special
resale restrictions may, however, apply to officers, directors, control
shareholders and affiliates of the Company and such individuals or entities
will be required to obtain an opinion of counsel as regards their ability to
resell shares received pursuant to this Plan.

2.12 "Stock" or "Restricted Stock" means shares of common stock,
$.0001 par value, of the Company issuable directly under the Plan or underlying
the grant of the Option, which are, upon issuance, subject to the restrictions
set forth in Section 11 hereof.

Wherever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.

SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN

Upon adoption by the Company's Board of Directors, the Plan became
effective as of November 18, 1996. In the absence of contrary action by the
Board of Directors, and except for action taken by the Committee pursuant to
Section 4 in connection with the determination of Eligible Participants, any
action taken by the Committee or by the Board of Directors with respect to the
implementation, interpretation or administration of the Plan shall be final,
conclusive and binding. If and when this Plan is adopted and assumed by
Visitors Services International Corp. ("VSIC"), this Plan shall be implemented,
interpreted and administered by the Board of Directors of VSIC or a Committee
thereof, and shares of the common stock, $.0001 par value, of VSIC will be
issued under this Plan, in lieu of shares of common stock of the Company.

SECTION 4. ELIGIBILITY AND AWARDS

The Committee shall determine at any time and from time to time after
the effective date of the Plan: (i) the Eligible Participants; (ii) the number
of shares of Common Stock issuable directly or to be granted pursuant to the
Option which an Eligible Participant may exercise; (iii) the price per share at
which each option may be exercised, in cash or cancellation of fees for
services for which the Company is liable, if applicable, or the value per share
if a direct issue of stock; and (iv) the terms on which each option may be
granted. Such determination, as may from time to time be amended or altered at
the sole discretion of the Committee. Notwithstanding the provisions of
Section 3 hereof, no such determination by the Committee shall be final,
conclusive and binding upon the Company unless and until the Board of Directors
has approved the same; provided, however, that if the Committee is composed of
a majority of the persons then comprising the Board of Directors of the
Company, such approval by the Board of Directors shall not be necessary.

SECTION 5. GRANT OF OPTION

Subject to the terms and provisions of this Plan, the terms and
conditions under which the Option may be granted to an Eligible Participant
shall be set forth in a written agreement (i.e., a Consulting Agreement,
Services Agreement, Fee Agreement, or Employment Agreement) and the grant of an
Option hereunder shall be in the form attached hereto as Exhibit A and made a
part hereof and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine. Notwithstanding the
foregoing provisions of this Section 5, each Grant of Option shall incorporate
the provisions of this Plan by reference.

VISITORS SERVICES, INC. PAGE 2 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 3
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK

The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options granted under this Plan shall
not, initially, be more than 5,000,000. The total number of shares of Common
Stock reserved for such issuance may be increased only by a resolution adopted
by the Board of Directors and amendment of the Plan. Such Common Stock may be
authorized and unissued or reacquired common stock of the Company.

SECTION 7. PURCHASE OF SHARES OF COMMON STOCK

7.1 As soon as practicable after the determination by the Committee
and approval by the Board of Directors (if necessary, pursuant to Section 4
hereof) of the Eligible Participants and the number of shares an Eligible
Participant may be issued directly or granted pursuant to an Option, the
Committee shall give notice (written or oral) thereof to each Eligible
Participant, which notice may be accompanied by the Grant of Option, if
appropriate, to be executed by such Eligible Participant. Upon receipt, an
Eligible Participant may exercise his right to an Option to purchase Common
Stock by providing written notice as specified in the Grant of Option.

7.2 The negotiated cost basis of stock issued directly or the
exercise price for each option to purchase shares of Common Stock pursuant to
paragraph 7.1 shall be as determined by the Committee, it being understood that
the price so determined by the Committee may vary from one Eligible Participant
to another. In computing the negotiated direct issue price or the Option
exercise price of a share of Common Stock, the Committee shall take into
consideration, among other factors, the restrictions set forth in Section 11
hereof.

SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE

The Committee shall determine the terms of the Grant of Option and the
exercise price or direct issue price for payment by each Participant for his
shares of Common Stock granted thereunder. Such terms shall be set forth or
referred to in the Grant of Option or Board Resolution authorizing the share
issuance. The terms and/or exercise price so set by the Committee may vary
from one Participant to another. In the event that all the Committee approves
an Option grant permitting deferred payments, the Participant's obligation to
pay for such Common Stock shall be evidenced by a Promissory Note executed by
such Participant and containing such modifications thereto and such other
provisions as the Committee, in its sole discretion, may determine.

SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE

The Company shall deliver to or on behalf of each Participant such
number of shares of Common Stock as such Participant elects to purchase upon
direct issuance or upon exercise of the Option. Such shares, which shall be
fully paid and nonassessable upon the issuance thereof (unless a portion or all
of the purchase price shall be paid on a deferred basis) shall be represented
by a certificate or certificates registered in the name of the Participant and
stamped with an appropriate legend referring to the restrictions thereon, if
any, as may be set forth in the Grant of Option. Subject to the terms and
provisions of the Florida Business Corporation Act and the Grant of Option to
which he is a party, a Participant shall have all the rights of a stockholder
with respect to such shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect thereto
(except to the extent such Participant defaults under the promissory note, if
any, evidencing the deferred purchase price for such shares), provided that
such shares shall be subject to the restrictions hereinafter set forth. In the
event of a merger or consolidation to which the Company is a party, or of any
other acquisition of a majority of the issued and outstanding shares of common
stock of the Company involving an exchange or a substitution of stock of an
acquiring corporation for common stock of the Company, or of any transfer of
all or substantially all of the assets of the Company in exchange for stock of
an acquiring corporation, a

VISITORS SERVICES, INC. PAGE 3 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 4
determination as to whether the stock of the acquiring corporation so received
shall be subject to the restrictions set forth in Section 11 shall be made
solely by the acquiring corporation.

SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS

10.1 Employment. Nothing contained in the Plan or in any Stock
Option, Restricted Stock award or other Common Stock award granted under the
Plan shall confer upon any Participant any right with respect to the
continuation of his or her employment by the Company or any Affiliated
Corporation, or interfere in any way with the right of the Company or any
Affiliated Corporation, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of a Stock Option or other Common Stock
award. Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee at the time.

10.2 Non-transferability. No right or interest of any Participant in
a Stock Option award shall be assignable or transferable during the lifetime of
the Participant, either voluntarily or involuntarily, or subjected to any lien,
directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy. In the event of a
Participant's death, a Participant's rights and interest in Stock Option awards
shall be transferable by testamentary will or the laws of descent and
distribution, and payment of any amounts due under the Plan shall be made to,
and exercise of any Stock Options may be made by, the Participant's legal
representatives, heirs or legatees. If in the opinion of the Committee a
person entitled to payments or to exercise rights with respect to the Plan is
unable to care for his or her affairs because of mental condition, physical
condition, or age, payment due such person may be made to, and such rights
shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence
satisfactory to the Committee of such status.

SECTION 11. GENERAL RESTRICTIONS

11.1 Investment Representations. The Company may require any person
to whom a Stock Option, Restricted Stock award, or other Common Stock award is
granted, as a condition of exercising such Stock Option, or receiving such
Restricted Stock award, or other Common Stock award, to give written assurances
in substance and form satisfactory to the Company and its counsel to the effect
that such person is acquiring the Common Stock subject to the Stock Option,
Restricted Stock award, or other Common Stock award for his or her own account
for investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.

11.2 Compliance with Securities Laws. Each Stock Option shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such Stock Option upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental or regulatory body, is
necessary as a condition of, or in connection with, the issuance or purchase of
shares thereunder, such Stock Option may not be accepted or exercised in whole
or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained on conditions acceptable to the
Committee. Nothing herein shall be deemed to require the Company to apply for
or to obtain such listing, registration or qualification.

11.3 Changes in Accounting Rules. Notwithstanding any other provision
of the Plan to the contrary, if, during the term of the Plan, any changes in
the financial or tax accounting rules applicable to Stock Options, Restricted
Stock awards or other Common Stock awards shall occur that, in the sole
judgment of the Committee, may have a material adverse effect on the reported
earnings, assets or liabilities of the Company, the Committee shall have the
right and power to modify as necessary, or cancel, any then outstanding and
unexercised Stock Options, any then outstanding Restricted Stock

VISITORS SERVICES, INC. PAGE 4 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 5
awards as to which the applicable employment restriction has not been satisfied
and any other Common Stock awards.

SECTION 12. WITHHOLDING REQUIREMENT

The Company's obligations to deliver shares of Common Stock upon the
exercise of any Stock Option granted under the Plan or pursuant to any other
Common Stock award, shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and other tax withholding
requirements. The Company may, in its sole discretion, withhold the
appropriate number of shares of Common Stock from Participant's option exercise
to satisfy such tax requirements.

SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES

In the event that, at any time or from time to time, any shares of
Common Stock are sold, exchanged, assigned or transferred to any party (other
than the Company) pursuant to the provisions of Section 10.2 hereof, such party
shall take such shares of Common Stock pursuant to all provisions and
conditions of this Plan, and, as a condition precedent to the transfer of such
shares of Common Stock, such party shall agree (for and on behalf of himself or
itself, his or its legal representatives and his or its transferees and
assigns) in writing to be bound by all provisions of this Plan.

SECTION 14. COSTS AND EXPENSES

All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.

SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

Unless otherwise consented to by the Company in writing or unless
otherwise required by law, the shares of Restricted Stock issuable upon
exercise of the Option which are held by a Participant shall not be adjusted in
any manner for: (i) a subdivision or combination of any of the shares of
capital stock of the Company; (ii) a dividend payable in shares of capital
stock of the Company; (iii) a reclassification of any shares of capital stock
of the Company; or (iv) any other change in the capital structure of the
Company.

SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION

The Board, upon recommendation of the Committee or at its own
initiative, at any time may terminate and at any time and from time to time and
in any respect, may amend or modify the Plan, including:

(a) Increase the total amount of Common Stock that may be
awarded under the Plan, except as provided in Section 15 of the Plan;

(b) Change the classes of Eligible Employees from which
Participants may be selected or materially modify the requirements as to
eligibility for participation in the Plan;

(d) Extend the duration of the Plan.

Any Stock Option or other Common Stock award granted to a Participant
prior to the date the Plan is amended, modified or terminated will remain in
effect according to its terms unless otherwise agreed upon by the Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of the Plan shall
not, without the consent of a Participant, affect his rights

VISITORS SERVICES, INC. PAGE 5 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 6
under a Stock Option, Restricted Stock Award or other Common Stock award
previously granted to him. With the consent of the Participant, the Committee
may amend outstanding option agreements in a manner not inconsistent with the
Plan. The Board shall have the right to amend or modify the terms and
provisions of the Plan and of any outstanding Stock Options granted under the
Plan.

SECTION 17. EFFECTIVE DATE OF THE PLAN

17.1 Effective Date. The Plan is effective as of November 18, 1996,
the date it was adopted by the Board of Directors of the Company.

17.2 Duration of the Plan. The Plan shall terminate at midnight on
November 18, 2001, which is the day before the fifth anniversary of the
Effective Date, and may be terminated prior thereto by action of the Board of
Directors; and no Stock Option, Restricted Stock Award or other Common Stock
award shall be granted after such termination. Stock Options, Restricted Stock
Awards and other Common Stock awards outstanding at the time of the Plan
termination may continue to be exercised, or become free of restrictions, in
accordance with their terms.

SECTION 18. BURDEN AND BENEFIT

The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.

Executed as a sealed instrument as of the 18th day of November, 1996.

VISITORS SERVICES, INC.

By: /s/ Robert P. Gordon
--------------------------------
Robert P. Gordon, Chairman
ATTEST:

/s/ Joseph Avila
- --------------------------
Joseph Avila, Secretary

VISITORS SERVICES, INC. PAGE 6 OF 6
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 7
EXHIBIT A

FORM OF
GRANT OF OPTION PURSUANT TO THE
VISITORS SERVICES, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN

Visitors Services, Inc., a Florida corporation (the "Company"), hereby
grants to ________________________________ ("Optionee") an option to purchase
the number of common shares, $.0001 par value (the "Shares") of the Company at
the purchase price of $______ per share (the "Purchase Price"). This option is
exercisable in whole or in part, and upon payment in cash or cancellation of
fees, or other form of payment acceptable to the Company, to the offices of the
Company at _____________________.

This Option must be exercised by Optionee on or before
____________________________ (the "Exercise Date") by (i) notice in writing,
sent by facsimile copy to the Company at its address set forth above; and (ii)
payment of the Purchase Price pursuant to the terms of this Grant of Option and
the Company's Employee Benefit and Consulting Services Compensation Plan. The
notice must refer to this Grant of Option, and it must specify the number of
shares being purchased, and recite the consideration being paid therefor.
Notice shall be deemed given on the date on which the notice is delivered to
the Company by facsimile transmission bearing an authorized signature of
Optionee.

This Option shall be considered validly exercised once payment therefor
has cleared the banking system or the Company has issued a credit memo for
services in the appropriate amount, or receives a duly executed acceptable
promissory note, if the Option is granted with deferred payment, and the
Company has received written notice of such exercise.

If Optionee fails to exercise this Option in accordance with this
Agreement, then this Agreement shall terminate and have no force and effect, in
which event Optionor and Optionee shall have no liability to each other with
respect to this Grant of Option.

This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Execution and delivery of this Grant
of Option by exchange of facsimile copies bearing the facsimile signature of a
party hereto shall constitute a valid and binding execution and delivery of
this Grant of Option by such party. Such facsimile copies shall constitute
enforceable original documents.

The validity, construction and enforceability of this Grant of Option
shall be construed under and governed by the laws of the State of Florida,
without regard to its rules concerning conflicts of laws, and any action
brought to enforce this Grant of Option or resolve any controversy, breach or
disagreement relative hereto shall be brought only in a court of competent
jurisdiction within the county of Pinellas, Florida.

The shares of stock issued upon exercise of the Option (the "Underlying
Shares") are not subject to adjustment due to any changes in the capital
structure of the Company as set forth in Section 15 of the Plan. Further, the
Underlying Shares may not be sold, exchanged, assigned, transferred or
permitted to be transferred, whether voluntarily, involuntarily or by operation
of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise
disposed of until (i) the Underlying Shares have been registered with the
Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis

VISITORS SERVICES, INC. PAGE A-1
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 8
and availability of any exemption for resale or transfer from federal or state
securities registration requirements.

The Underlying Shares ___________________ [insert appropriate language:
"have" or "have not"] been registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-8.

IN WITNESS WHEREOF, this Grant of Option has been executed effective as
of ____________________, 19___.

VISITORS SERVICES, INC.

BY THE BOARD OF DIRECTORS OR A SPECIAL
COMMITTEE THEREOF

By: NOT FOR EXECUTION
-------------------------

OPTIONEE:

NOT FOR EXECUTION
- -----------------------

VISITORS SERVICES, INC. PAGE A-2
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN
<PAGE> 9
GRANT OF OPTION PURSUANT TO THE VISITORS SERVICES, INC. EMPLOYEE BENEFIT AND
CONSULTING SERVICES COMPENSATION PLAN, DATED NOVEMBER 18, 1996

OPTIONEE: ___________________
OPTIONS GRANTED: ___________________
PURCHASE PRICE: $____ per share
DATE OF GRANT: ___________________
EXERCISE PERIOD: ________ to _______

EXERCISED TO DATE: _________ INCLUDING THIS EXERCISE
BALANCE TO BE EXERCISED: _________

FORM OF SUBSCRIPTION
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)

TO: Visitors Services, Inc. ("Optionor")

The undersigned, the holder of the Option described above, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, _________ shares of the Common Stock of
Visitors Services, Inc., and herewith makes payment of _______________________
therefor. Optionee requests that the certificates for such shares be issued in
the name of Optionee and be delivered to Optionee at the address of
__________________________________________________, and if such shares shall
not be all of the shares purchasable hereunder, represents that a new
Subscription of like tenor for the appropriate balance of the shares, or a
portion thereof, purchasable under the Grant of Option pursuant to the Visitors
Services, Inc. Employee Benefit and Consulting Services Compensation Plan dated
November 18, 1996, be delivered to Optionor when and as appropriate.

OPTIONEE:

Dated: _________________________ ___________________________________

VISITORS SERVICES, INC. PAGE A-3
EMPLOYEE BENEFIT AND CONSULTING SERVICES COMPENSATION PLAN

<PAGE> 1

SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road, T-11, #110
Englewood, Colorado 80112

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
Visitors Services International Corp. on Form S-8 of our report dated December
16, 1996, on our audits of the consolidated balance sheet of Visitors Services
International Corp. as of September 30, 1996, and the related statements of
operations, changes in stockholders' equity (deficit), and cash flows for the
year then ended, which report is included in the Annual Report on Form 10-KSB.

/s/ Schumacher & Associates, Inc.

Englewood, Colorado
February 18, 1997

<PAGE> 1

JOSEPH F. MORGAN
Certified Public Accountant
118 S. Westshore Blvd., #333
Tampa, Florida 33629

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
Visitors Services International Corp. on Form S-8 of our report dated January
24, 1996, on our audits of the statements of operations, changes in
stockholders' equity, and cash flows of Visitors Services International Corp.
for the year ended September 30, 1995, which report is included in the Annual
Report on Form 10-KSB.

/s/ Joseph F. Morgan

Tampa, Florida
February 18, 1997