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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS A
REGISTRATION STATEMENT THEN IN EFFECT COVERING SUCH SECURITIES OR AN EFFECTIVE
EXEMPTION FROM SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT UNDER THE CIRCUMSTANCES REGISTRATION IS NOT NECESSARY.


                  AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
                                SERIES B WARRANT



         THIS CERTIFIES that, for value received, AILOUROS LTD. (hereinafter
called "Warrantholder"), is entitled to purchase from AFFINITY INTERNATIONAL
TRAVEL SYSTEMS, INC., a Nevada corporation (hereinafter called the "Company"),
500,000 shares (subject to adjustment as provided below) of common stock, par
value $0.001 per share (hereinafter called the "Shares") of the Company at a
warrant exercise price of $0.3125 per share (such number of shares of common
stock so purchasable being subject to adjustment and vesting as provided below)
at any time on or before 11:59 p.m. New York time on tenth anniversary of the
date of this Warrant Certificate (the "Expiration Date"), all in accordance
with the terms hereof. If the Company does not receive at least $5,000,000 in
gross proceeds pursuant to the exercise of the Series A Warrant dated January
29, 2001 issued to Ailouros, Ltd. prior to the third anniversary of the date of
this Warrant Certificate and if Ailouros Ltd. has not terminated its
obligations under the Series A Warrant prior to the third anniversary of the
date of this Warrant Certificate, the number of warrants to purchase shares of
the Company's common stock represented by this Warrant Certificate at the
aforesaid warrant exercise price per share shall be increased by 500,000
shares.

         1.       Exercise of Warrants and Holding of Underlying Stock.

         1.1      The Warrants evidenced by this Warrant Certificate may be
exercised prior to 11:59 p.m. New York time on the Expiration Date in whole at
any time or in part from time to time during such period by the surrender of
this Warrant Certificate, along with a Notice of Exercise in the form attached
hereto duly executed and completed by Warrantholder, at the office of the
Company, 100 Second Avenue South, Suite 1100S, St. Petersburg, Florida
33701-4301, Attention: President. Upon receipt of the aforesaid Notice of
Exercise by facsimile, the Company shall immediately issue instructions to its
transfer agent to issue to the Warrantholder within three business days of the
Company's receipt of such Notice of Exercise, the number of Shares equal to the
number of Shares being exercised in such Notice of Exercise. Upon delivery of
such Shares, the Warrantholder shall pay the Company the Warrant exercise price
with respect to the Warrants being exercised by such Notice of Exercise. Such
payment shall be made by wire transfer of immediately available funds to the
account of the Company at the bank specified by the Company. If less than all
of the Warrants represented by this Warrant Certificate are being exercised,
the Company will, upon such exercise, deliver to Warrantholder a new
certificate (dated the date hereof) evidencing the Warrants not so exercised.

         1.2      Certificates representing Shares issued hereunder shall not
be subject to any trading restrictions and shall not bear any restrictive
legend.

         2.       Reclassification, Consolidation or Merger.

         2.1      In the event that the outstanding Shares are hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination or exchange of Shares and the
like, or dividends payable in Shares, an appropriate adjustment shall be made
by the Board of Directors of the Company in the number of Shares and price per
Share subject to this Warrant Certificate. If the Company shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially
all of the assets of the Company shall be sold or exchanged, the Warrantholder
shall at the time of issuance of the stock under such a corporate event, be
entitled to receive upon the exercise of the vested Warrants evidenced by this
Warrant Certificate the same number and kind of shares of stock or the same
amount of property, cash or securities as he would have been entitled to
receive upon the occurrence of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of Shares so
exercised.

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         2.2      Any adjustment under this Section 2 in the number of Shares
subject to this Warrant Certificate shall apply proportionately to only the
unexercised portion hereunder and shall not have any retroactive effect with
respect to Warrants theretofore exercised. If fractions of a Share would result
from any such adjustment, the adjustment shall be revised to the next lower
whole number of Shares.

         2.3      No adjustment of the exercise price shall be made if the
amount of such adjustment shall be less than $.01 per Share, but in such case
any adjustment that would otherwise be required then to be made, shall be
carried forward and shall be made at the time and together with the next
subsequent adjustment which, together with any adjustment so carried forward,
shall amount to no less than $.01 per share.

         2.4      No fractional shares of common stock shall be issued upon the
exercise of any Warrants evidenced hereby, but in lieu thereof the number of
shares of common stock that are issuable upon any exercise shall be rounded up
or down to the nearest whole share.

         2.5      When any adjustment is required to be made in the exercise
price or number of Shares subject to this Warrant Certificate, initial or
adjusted, the Company shall, at least ten (10) days prior to the date when the
circumstances giving rise to the adjustment occurred, mail to the Warrantholder
a statement describing in reasonable detail any method used in calculating such
adjustment.

         3.       Prior Notice as to Certain Events.

         The Company shall mail to Warrantholder not less than ten (10) days
prior to the date on which (a) a record will be taken for the purpose of
determining the holders of Capital Stock entitled to subscription rights, or
(b) a record will be taken (or in lieu thereof, the transfer books will be
closed) for the purpose of determining the holders of Capital Stock entitled to
notice of and to vote at the meeting of stockholders at which any
consolidation, merger, dissolution, liquidation, winding up or sale of the
Company shall be considered and acted upon.

         4.       Reservation and Issuance of Shares.

         4.1      The Company covenants and agrees that all Shares which may be
issued upon the exercise of the rights represented by this Warrant Certificate
will be duly authorized, legally issued and when paid for in accordance with
the terms hereof, fully paid and non-assessable, and free from all liens and
charges with respect to the issue thereof to the Warrantholder, and shall be
free of any resale or other restrictions. The Company represents, warrants,
covenants, and agrees that it will issue timely and irrevocable instructions to
its transfer agent on the date of any exercise of this Warrant for such
transfer agent to deliver all Shares will be received by the Warrantholder
within three trading days of Warrantholder's exercise, in whole or part, of
this Warrant, with the Company being strictly liable for any failure to deliver
such Shares to Warrantholder within three trading days of exercise.

         4.2      The Company will reserve at all times such number of Shares
as may be issuable pursuant to the exercise of Warrants evidenced by this
Warrant Certificate.

         5.       Investment Representation.

         By accepting delivery of this Warrant Certificate and by exercising
any Warrants evidenced hereby, the Warrantholder represents that the
Warrantholder is acquiring the Warrants and the Shares issuable upon the
exercise of the Warrants for investment and not for resale or distribution.

         6.       Miscellaneous.

         6.1      The Warrantholder shall not be entitled to any rights
whatsoever as a stockholder of the Company by virtue of its ownership of this
Warrant Certificate.

         6.2      This Warrant Certificate is being executed and delivered in
the State of New York, and this Warrant Certificate shall be interpreted under,
and the Warrantholder and the Company subject to, the laws and jurisdiction of
the state and federal courts of the State of New York, United States of America
located in New York County. The parties hereby consent to such jurisdiction.



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         6.3      Subject to the provisions of Section 1.2 hereof, this Warrant
Certificate may be exercised at any time after the date hereof and prior to its
expiration as of 11:59 p.m. New York time on the Expiration Date, and shall be
void and of no effect after 11:59 p.m. New York time on the Expiration Date.

         6.4      By accepting delivery of this Warrant Certificate, the
Warrantholder acknowledges that the Warrants granted hereunder shall be in full
satisfaction of all obligations to issue Series B Warrants to the Warrantholder
pursuant to the Subscription Agreement dated January 29, 2001 between the
Company and the Warrantholder.

         IN WITNESS WHEREOF, the Company and the Warrantholder have executed
this Warrant Certificate this 29th day of January, 2001 by each of their duly
authorized officers.

                                    AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.

                                    By:
                                       ----------------------------------------
                                            Daniel G. Brandano, Jr., President



                                    AILOUROS LTD.

                                    By:
                                       ----------------------------------------
                                            Michael Katz, Managing Director



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                          [Form of Notice of Exercise]

         The undersigned hereby irrevocably elects to exercise the warrants we
currently hold to purchase ____________ shares of common stock, $0.001 par
value per share, of AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC. (the "Company")
at an exercise price of $0.3125 per share. Attached to this notice is the
original Warrant certificate evidencing the aforementioned warrants. We have
delivered to the Company US$_______________ representing the aggregate exercise
price for the warrants exercised hereunder. A certificate representing the
shares issuable upon exercise should be issued in the undersigned's name.


Dated: ________ __, _____                   AILOUROS LTD.

                                            By:
                                               --------------------------------
                                               Name:
                                               Title:



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