<PAGE>   1

                  AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
                             SUBSCRIPTION AGREEMENT

                                                               January 29, 2001

VIA FACSIMILE
-------------
Affinity International Travel Systems, Inc.
100 Second Avenue South, Suite 1100S
St. Petersburg, Florida 33701-4301

Gentlemen:

         This Subscription Agreement is made by and between AFFINITY
INTERNATIONAL TRAVEL SYSTEMS, INC., a Nevada corporation (the "Company"), and
Ailouros Ltd. (the "Subscriber"), in connection with the offering (the
"Offering") of certain Warrants (as defined below) to purchase shares of common
stock of the Company, $0.001 par value per share (the "Shares") pursuant to
Regulation D ("Regulation D") promulgated under the Securities Act of 1933, as
amended (the "Securities Act").

A.       Subscription

         1.       Subscriber hereby irrevocably subscribes to purchase the
Series A Warrants and the Series B Warrants (collectively, the "Warrants") in
the form attached hereto as Exhibits A and B respectively for a price equal to
$10,000 (the "Subscription Price").

         2.       As part of the subscription, Subscriber herewith tenders:

                  (a)      two copies of this Subscription Agreement duly
                           completed and executed by Subscriber.

                  (b)      payment of the Subscription Price made by wire
                           transfer of immediately available funds in U.S.
                           Dollars to the account of AFFINITY INTERNATIONAL
                           TRAVEL SYSTEMS, INC.

         3.       Subscriber understands and agrees that the subscription
contained herein shall not be deemed binding upon the Company until it is
accepted by the Company (as evidenced by its execution of this Subscription
Agreement) and that the subscription may be rejected by the Company in its sole
discretion for any reason. Subscriber further acknowledges and agrees that,
subject to applicable law, this subscription is irrevocable.

         4.       If this subscription is not accepted by the Company, all
funds and the documents herewith delivered to the Company by Subscriber will be
returned immediately to Subscriber. In such event, all proceeds theretofore
received by the Company from the Subscriber will be refunded in full, without
interest or deduction.

         5.       If this subscription is accepted by the Company, then the
Company shall immediately countersign both copies of this Subscription
Agreement and return one fully executed copy to Subscriber. The Subscription
Price shall be applied to the purchase of the Warrants which Warrants shall
then be delivered to the Subscriber. All funds received from the Subscriber
hereunder or pursuant to the exercise of the Warrants shall be used by the
Company for expansion of its present business, working capital, and for general
corporate purposes in connection with the Company's present business.

B.       Investor Representations

         6.       In order to induce the Company to accept the subscription
hereby made, and recognizing that the Company will be relying thereon in
determining whether to accept such subscription, Subscriber and Comergent
Capital Ltd. each hereby represents and warrants to the Company as of the date
of this subscription as follows:

                  (a)      Subscriber and Comergent Capital Ltd. each
                           understands that the Warrants are a highly
                           speculative investment and that their financial
                           situation is such that (i) Subscriber and Comergent
                           Capital Ltd. each can afford to hold the Warrants
                           for an indefinite period of time and to sustain a
                           complete loss of its investment, and (ii) Subscriber
                           and Comergent Capital Ltd. each has adequate means
                           of providing for their current needs and possible
                           contingencies and has no need for liquidity in this
                           investment in the Company.


                  (b)      Subscriber and Comergent Capital Ltd. each has
                           received and carefully read the Company's periodic
                           reports filed with the Securities and Exchange
                           Commission during the previous six months
                           (collectively, the "Reports"). The Company has also
                           made available to Subscriber and Comergent Capital
                           Ltd. all other documents and information that they
                           have requested relating to an investment in the
                           Company.

<PAGE>   2


Subscription Agreement
January 29, 2001
Page 2

                  (c)      By virtue of Subscriber's and Comergent Capital's
                           knowledge and experience in financial and business
                           matters, Subscriber and Comergent Capital Ltd. each
                           is capable of evaluating the merits and risks of an
                           investment in the Warrants. Subscriber and Comergent
                           Capital Ltd. each has taken full cognizance of and
                           understands all the risk factors related to the
                           purchase of the Warrants which are set forth in the
                           Company's reports and registration statements filed
                           with the Securities and Exchange Commission.

                  (d)      Subscriber and Comergent Capital Ltd. each
                           understands that the Warrants are being offered and
                           sold to Subscriber and Comergent Capital Ltd. in
                           reliance on specific provisions of federal and state
                           securities laws of the United States of America and
                           that the Company is relying upon the truth and
                           accuracy of the representations, warranties,
                           agreements, acknowledgments and understandings of
                           Subscriber and Comergent Capital Ltd. set forth
                           herein in order to determine the applicability of
                           such provisions. Accordingly, Subscriber and
                           Comergent Capital Ltd. each agrees to notify the
                           Company of any events which would cause the
                           representation and warranties of Subscriber or
                           Comergent Capital Ltd. to be untrue or breached at
                           any time after the execution of this Subscription
                           Agreement by Subscriber and Comergent Capital Ltd.

                  (e)      Subscriber and Comergent Capital Ltd. each is an
                           "accredited investor" as defined in Rule 501
                           promulgated under the Securities Act of 1933, as
                           amended.

                  (f)      For purposes of calculating the Exercise Price of
                           the Series A Warrant, the Subscriber agrees that any
                           low trade or bid price created by Subscriber during
                           the seven trading days immediately preceding the
                           date that a Notice of Exercise is given pursuant to
                           the Series A Warrant shall not be included in the
                           calculation of the Exercise Price.

                  (g)      In evaluating the suitability of an investment in
                           the Company, neither Subscriber nor Comergent
                           Capital Ltd. has relied upon any representations or
                           other information (whether oral or written) from the
                           Company, and its officers, directors, agents,
                           employees or representatives, other than as set
                           forth in the Reports. With respect to tax and other
                           economic considerations of this investment, neither
                           Subscriber nor Comergent Capital Ltd. is relying for
                           advice on the Company, or any officers, directors,
                           employees or agents thereof.

                  (h)      Subscriber and Comergent Capital Ltd. each
                           understands that Subscriber's subscription hereunder
                           is not transferable or assignable, either before or
                           after acceptance thereof by the Company, and that
                           Warrants will only be issued in the name of
                           Subscriber and Comergent Capital Ltd., as
                           applicable, and may not be assigned without the
                           consent of the Company.

                  (i)      The Warrants will be acquired for Subscriber's and
                           Comergent Capital's own account, for investment
                           purposes only, and not with a view to distribution,
                           assignment or resale to others.

                  (j)      Subscriber and Comergent Capital Ltd. each
                           understands that no federal or state agency has made
                           any finding or determination as to the fairness of
                           this offering or any recommendation or endorsement
                           relating to the Warrants.

                  (k)      The address heretofore provided to the Company by
                           the Subscriber is the true and correct residence of
                           the Subscriber, and Subscriber has no present
                           intention of becoming a resident of any other state
                           or jurisdiction. (If a corporation, trust or
                           partnership, the Subscriber has its principal place
                           of business at the address set forth below and was
                           not organized for the specific purpose of acquiring
                           the Warrants).

                  (l)      Subscriber and Comergent Capital Ltd. each
                           acknowledges that any delivery of offering materials
                           relating to the Warrants prior to the determination
                           by the Company of Subscriber's and Comergent
                           Capital's suitability as an investor shall not
                           constitute an offer of Warrants until such
                           determination of suitability shall be made.

                  (m)      This Subscription Agreement has been duly
                           authorized, validly executed, and delivered on
                           behalf of Subscriber and Comergent Capital Ltd. and
                           is a valid and binding agreement enforceable in
                           accordance with its terms, subject to general
                           principles of equity and to bankruptcy or other laws
                           affecting the enforcement of creditors' rights
                           generally.

                  (n)      Subscriber and Comergent Capital Ltd. each will not
                           make any offers or sales of the Shares other than
                           pursuant to a registration statement under the
                           Securities Act or pursuant to an exemption from
                           registration under the Securities Act. The
                           Subscriber and Comergent Capital Ltd. each will
                           comply with applicable prospectus delivery
                           requirements under the Exchange Act, and with all
                           applicable securities laws upon resale of the
                           Shares.

<PAGE>   3


Subscription Agreement
January 29, 2001
Page 3

                  (o)      Subscriber and Comergent Capital Ltd. each hereby
                           agrees to indemnify and hold harmless the Company,
                           its directors, officers, agents, representatives,
                           and each of their affiliates against any and all
                           loss, liability, claim, damage and expense
                           (including reasonable fees of attorneys and experts)
                           as incurred, but only with respect to untrue
                           statements or omissions, or alleged untrue
                           statements or omissions, made in the Registration
                           Statement (or any amendment thereto), in reliance
                           upon and in conformity with any written information
                           furnished to the Company by Subscriber and Comergent
                           Capital Ltd.

C.       Company Representations, Warranties and Covenants

         7.       The Company hereby represents, warrants, and covenants to the
Subscriber and Comergent Capital Ltd. that:

                  (a)      The Company is validly existing and in good standing
                           under the laws of the State of Nevada and has all
                           requisite corporate power and authority to enter
                           into and to carry out and perform its obligations
                           under this Subscription Agreement, and to own its
                           properties and to carry on its business as now being
                           conducted and as proposed to be conducted. The
                           Company and each of its subsidiaries, if any, is
                           duly qualified as a foreign corporation to do
                           business and is in good standing in every
                           jurisdiction in which the nature of the business
                           conducted or property owned by it makes such
                           qualification necessary, other than those in which
                           the failure so to qualify would not have a Material
                           Adverse Effect. For purposes of this Subscription
                           Agreement, "Material Adverse Effect" means any
                           material adverse effect on the business, operations,
                           properties, prospects or financial condition of the
                           Company and its subsidiaries taken as a whole and/or
                           any condition or situation which would prohibit or
                           otherwise adversely interfere with the ability of
                           the Company to enter into and perform its
                           obligations under this Subscription Agreement, or
                           the Warrants or consummate the transactions
                           contemplated hereby and thereby.

                  (b)      The Company will file no later than 90 days from the
                           date that Subscriber and Comergent Capital Ltd. has
                           signed this Subscription Agreement, and use its best
                           efforts to cause to become effective, as promptly as
                           possible, a registration statement ("Registration
                           Statement") on Form SB-2 under the Securities Act
                           (or in the event that the Company is ineligible to
                           use such form, such other form as the Company is
                           eligible to use under the Securities Act) covering
                           the resale of all shares of common stock of the
                           Company issuable upon exercise of the Warrants and
                           upon exercise of the Series C Warrants being issued
                           to Comergent Capital Ltd., shall maintain the
                           effectiveness of such Registration Statement at all
                           times that the Series A, Series B and Series C
                           Warrants are outstanding, and shall take all action
                           reasonably necessary to qualify the shares covered
                           by such Registration Statement under all applicable
                           state "blue sky" laws, to register such shares under
                           Section 12(g) or 12(b) of the Exchange Act, and to
                           list such shares on the principal market upon which
                           the Company's common stock trades.

                  (c)      As of the date hereof, the Company has reserved and
                           the Company shall continue to reserve and keep
                           available at all times, free of preemptive rights,
                           shares of common stock for the purpose of enabling
                           the Company to satisfy any obligation to issue
                           Shares upon exercise of the Warrants. Initially, the
                           number of shares of common stock so reserved for
                           issuance under the Warrants and covered by the
                           Registration Statement shall be sufficient at all
                           times to cover the estimated number of shares
                           issuable upon exercise of the Warrants (and the
                           Series C Warrants) based upon prevailing market
                           prices. Such number of shares so reserved shall be
                           increased to reflect stock splits and stock
                           dividends and distributions.

                  (d)      The Company shall timely file all reports required
                           to be filed by it with the Securities and Exchange
                           Commission and shall immediately publicly disclose
                           all material events relating to the Company, and its
                           operations and financial condition, and shall cause
                           the Registration Statement to contain all such
                           information as is necessary to make the information
                           contained therein accurate and complete in all
                           material respects.

                  (e)      The Company has taken no action which would give
                           rise to any claim by any person for brokerage
                           commissions, finder's fees or similar payments by
                           the Subscriber or Comergent Capital Ltd. relating to
                           this Subscription Agreement or the transactions
                           contemplated hereby, except for dealings with
                           Comergent Capital Ltd., whose commissions and fees
                           will be paid for by the Company as outlined in the
                           Term Sheet dated November 9, 2000, and except for
                           dealings with Carriage House Capital, whose
                           commissions and fees, if any, will be paid for by
                           the Company.

                  (f)      The Company has registered its common stock pursuant
                           to Section 12(b) or 12(g) of the Securities Exchange
                           Act of 1934 (the "Exchange Act"), is in full
                           compliance with all reporting requirements of the
                           Exchange Act, and has maintained all requirements
                           for the continued inclusion of its securities on the
                           Nasdaq Over-the-Counter Market.
<PAGE>   4


Subscription Agreement
January 29, 2001
Page 4

                  (g)      The Company has not conducted any general
                           solicitation (as that term is used in Regulation D)
                           with respect to any of the Securities, nor has it
                           made any offers or sales of any security or
                           solicited any offers to buy any security, under
                           circumstances that would require registration of its
                           securities under the Securities Act of 1933 (the
                           "Securities Act").

                  (h)      The Company has an authorized capitalization
                           consisting of 100,000,000 shares of common stock,
                           par value $0.001 per share, and 100,000,000 shares
                           of convertible preferred stock, par value $0.001 per
                           share. As of the date hereof, the Company has issued
                           and outstanding 31,838,296 shares of such common
                           stock, and no shares of such convertible preferred
                           stock. All of the issued and outstanding shares of
                           such common stock have been duly and validly
                           authorized and issued and are fully paid and
                           nonassessable. Upon their issuance, the Warrants and
                           the common stock issuable pursuant to the exercise
                           of the Warrants, will be duly and validly authorized
                           and issued and fully paid and non-assessable; and
                           the holders of outstanding capital stock of the
                           Company are not and shall not be entitled to
                           preemptive or other rights afforded by the Company
                           to subscribe for the capital stock or other
                           securities of the Company as a result of the sale of
                           the Warrants or the issuance of common stock upon
                           the exercise thereof.

                  (i)      The Company has the requisite corporate power and
                           authority to enter into and perform this
                           Subscription Agreement and to issue the Warrants in
                           accordance with the terms hereof and thereof, (ii)
                           the execution, delivery and performance of this
                           Subscription Agreement and the Warrants by the
                           Company and the consummation by the Company of the
                           transactions contemplated hereby and thereby have
                           been duly authorized by all necessary corporate
                           action, and no further consent or authorization of
                           the Company or its Board of Directors or
                           stockholders is required, (iii) this Subscription
                           Agreement and the Warrants each has been duly
                           executed and delivered by the Company and (iv) this
                           Subscription Agreement and the Warrants are valid
                           and binding obligations of the Company enforceable
                           against the Company in accordance with their terms,
                           except as such enforceability may be limited by
                           applicable bankruptcy, insolvency, or similar laws
                           relating to, or affecting generally the enforcement
                           of, creditors' rights and remedies or by other
                           equitable principles of general application.

                  (j)      The Company has furnished or made available to the
                           Subscriber and Comergent Capital Ltd. true and
                           correct copies of the Company's Certificate of
                           Incorporation, as in effect on the date hereof (the
                           "Certificate of Incorporation"), and the Company's
                           By-Laws, as in (b) effect on the date hereof (the
                           "By-Laws"), certified in each case by the Secretary
                           of the Company.

                  (k)      The execution, delivery and performance of this
                           Subscription Agreement and the Warrants (including
                           the exercise thereof) by the Company and the
                           consummation by the Company of the transactions
                           contemplated hereby and thereby do not and will not
                           (i) result in a violation of the Certificate of
                           Incorporation or By-Laws or (ii) conflict with, or
                           constitute a default (or an event which with notice
                           or lapse of time or both would become a default)
                           under, or give to others any rights of termination,
                           amendment, acceleration or cancellation of, any
                           agreement, indenture or instrument to which the
                           Company or any of its subsidiaries is a party or by
                           which the Company or any of its subsidiaries are
                           bound, or result in a violation of any federal,
                           state, local or foreign law, rule, regulation,
                           order, judgment or decree (including federal and
                           state securities laws and regulations) applicable to
                           the Company or any of its subsidiaries or by which
                           any property or asset of the Company or any of its
                           subsidiaries is bound or affected; provided that,
                           for purposes of such representation as to federal,
                           state, local or foreign law, rule or regulation, no
                           representation is made herein with respect to any of
                           the same applicable solely to the Subscriber and
                           Comergent Capital Ltd. and not to the Company. The
                           business of the Company and its subsidiaries is not
                           being conducted in violation of any law, ordinance
                           or regulation of any governmental entity. The
                           Company is not required under federal, state or
                           local law, rule or regulation in the United States
                           to obtain any consent, authorization or order of, or
                           make any filing or registration with, any court or
                           governmental agency in order for it to execute,
                           deliver or perform any of its obligations under this
                           Subscription Agreement, the Warrants, or issue and
                           sell the common stock in accordance with the terms
                           hereof and thereof (other than any SEC, NYSE, NASD
                           or state securities filings which may be required to
                           be made by the Company subsequent to the date
                           hereof, which the Company hereby undertakes to make,
                           and any registration statement which may be filed
                           pursuant hereto); provided that, for purposes of the
                           representation made in this sentence, the Company is
                           assuming and relying upon the accuracy of the
                           relevant representations and agreements of the
                           Subscriber and Comergent Capital Ltd. herein.

                  (l)      The Company has delivered or made available to the
                           Subscriber and Comergent Capital Ltd. true and
                           complete copies of the Exchange Act Reports. The
                           Company has not provided to the Subscriber or
                           Comergent Capital Ltd. any information which,
                           according to applicable law, rule or regulation,
                           should

<PAGE>   5

Subscription Agreement
January 29, 2001
Page 5


                           have been disclosed publicly by the Company but
                           which has not been so disclosed. As of their
                           respective dates, the Exchange Act Reports complied
                           (and as of its effective date, the Registration
                           Statement will comply) in all material respects with
                           the requirements of the Exchange Act (or in the case
                           of such Registration Statement, the Securities Act)
                           and the rules and regulations of the SEC promulgated
                           thereunder and other applicable federal, state and
                           local laws, rules and regulations, and none of the
                           Exchange Act Reports contained (and, as of its
                           effective date, such Registration Statement will not
                           contain) any untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. The
                           financial statements of the Company included (or to
                           be included) in the Exchange Act Reports and the
                           Registration Statement comply as to form in all
                           material respects with applicable accounting
                           requirements and the published rules and regulations
                           of the SEC or other applicable rules and regulations
                           with respect thereto. Such financial statements have
                           been (or will be) prepared in accordance with
                           generally accepted accounting principles applied on
                           a consistent basis during the periods involved
                           (except (i) as may be otherwise indicated in such
                           financial statements or the notes thereto or (ii) in
                           the case of unaudited interim statements, to the
                           extent they may not include footnotes or may be
                           condensed or summary statements) and fairly present
                           (or will fairly present) the consolidated financial
                           position of the Company as of the dates thereof and
                           the consolidated results of operations and cash
                           flows for the periods then ended (subject, in the
                           case of unaudited statements, to normal year-end
                           audit adjustments).

                  (m)      No Material Adverse Effect has occurred or exists
                           which has not been disclosed in the Exchange Act
                           Reports or otherwise disclosed in writing to
                           Subscriber and Comergent Capital Ltd. prior to their
                           execution of this Subscription Agreement.

                  (n)      No event of default has occurred and is continuing
                           (or event which with lapse of time or notice or both
                           would constitute such an event) under any of the
                           revolving credit facilities or other financing
                           arrangements of the Company or its subsidiaries.

                  (o)      The Company and its subsidiaries have no liabilities
                           or obligations not disclosed in the Exchange Act
                           Reports which, individually or in the aggregate,
                           would have a Material Adverse Effect. No event or
                           circumstance has occurred or exists with respect to
                           the Company or its subsidiaries or their respective
                           business, properties, prospects, operations or
                           financial condition, which, under applicable law,
                           rule or regulation, requires public disclosure or
                           announcement by the Company but which has not been
                           so publicly announced or disclosed.

                  (p)      Neither the Company nor any of its subsidiaries is a
                           party to or the subject of any litigation,
                           arbitration or other proceeding which if adversely
                           determined would singly or in the aggregate have a
                           Material Adverse Effect.

                  (q)      The Company will not, by amendment of its
                           Certificate of Incorporation or through any
                           reorganization, transfer of assets, consolidation,
                           merger, dissolution, issue or sale of securities or
                           any other voluntary action, avoid or seek to avoid
                           the observance or performance of any of the terms of
                           this Subscription Agreement or the Warrants (and the
                           Series C Warrant), but will at all times in good
                           faith assist in the carrying out of all such terms
                           and in the taking of all such action as may be
                           necessary or appropriate in order to protect the
                           rights of the holders of such warrants against
                           impairment. Without limiting the generality of the
                           foregoing, the Company (a) will not increase the par
                           value of any shares of its common stock above the
                           amount payable therefor on such warrant exercises,
                           and (b) will take all such action as may be
                           reasonably necessary or appropriate in order that
                           the Company may validly and legally issue fully paid
                           and nonassessable Shares on the exercise of the
                           Warrants (and the Series C Warrant).

                  (r)      The Company will deliver to Subscriber and Comergent
                           Capital Ltd. upon exercise in whole or part of the
                           Warrants (and the Series C Warrant), shares of
                           common stock of the Company which, at all times
                           after the effectiveness of the Registration
                           Statement, shall be without restrictive legend,
                           "stop transfers", "stock transfer restrictions" or
                           other restrictions on their transfer or sale.

                  (s)      The Company will take all steps necessary to
                           preserve and continue its corporate existence.

                  (t)      With a view to making available to the Subscriber
                           and Comergent Capital Ltd. the benefits of Rule 144
                           promulgated under the Securities Act and any other
                           rule or regulation of the SEC that may at any time
                           permit the Subscriber and Comergent Capital Ltd. to
                           sell securities of the Company to the public without
                           registration, the Company agrees to use its
                           reasonable best efforts to:
<PAGE>   6


Subscription Agreement
January 29, 2001
Page 6

(A)      make and keep public information available, as those terms are
understood and defined in Rule 144, at all times;

                  (a)      file with the SEC in a timely manner all reports and
                           other documents required of the Company under the
                           Securities Act and the Exchange Act; and

                  (b)      furnish to Subscriber and Comergent Capital Ltd.
                           forthwith upon request a written statement by the
                           Company that it has complied with the reporting
                           requirements of Rule 144 and of the Act and the
                           Exchange Act, a copy of the most recent annual or
                           quarterly report of the Company, and such other
                           reports and documents so filed by the Company as may
                           be reasonably requested to permit any such Warrant
                           Holder to take advantage of any rule or regulation
                           of the SEC permitting the selling of any such
                           securities without registration.

(B)      The obligation, but not the right, of the Subscriber to exercise the
Series A Warrant is subject to the satisfaction, on the date of the Company's
acceptance of this Subscription Agreement and on each of the date that a Put
Notice (as defined in the Series A Warrant) is given by the Company, and during
each Quarter (as defined in the Series A Warrant) (the foregoing periods
hereinafter referred to as a "Measurement Date"), of each of the following
conditions, each of which is for the Subscriber's sole benefit and may be
waived by the Subscriber at any time in its sole discretion.

                  (a)      Accuracy of the Company's Representations and
                           Warranties. The representations and warranties of
                           the Company contained in this Subscription Agreement
                           and the Warrants shall be true and correct in all
                           material respects as of each Measurement Date.

                  (b)      Performance by the Company. The Company shall have
                           performed, satisfied and complied in all material
                           respects all covenants, agreements and conditions
                           required by this Subscription Agreement and the
                           Warrants to be performed, satisfied or complied with
                           by the Company.

                  (c)      No Injunction. No statute, rule, regulation,
                           executive order, decree, ruling or injunction shall
                           have been enacted, entered, promulgated or endorsed
                           by any court or governmental authority of competent
                           jurisdiction which prohibits or
                           c) adversely affects any of the transactions
                           contemplated by this Subscription Agreement and the
                           Warrants, and no proceeding shall have been
                           commenced which may have the effect of prohibiting
                           or adversely affecting any of the transactions
                           contemplated hereby or thereby.

                  (d)      Adverse Changes. From the date hereof through each
                           Measurement Date, no event shall have occurred or be
                           threatened to occur which has had or is likely to
                           have a Material Adverse Effect.

                  (e)      No Suspension of Trading in or Delisting of Common
                           Stock. The trading in the Common Stock shall not
                           have been suspended by the SEC, or the National
                           Association of Securities Dealers, Inc. (the
                           "NASD"); the common stock of the Company shall not
                           have been delisted from the Nasdaq Over-the-Counter
                           Market; and trading in securities generally shall
                           not have been suspended or limited or minimum prices
                           shall not have been established on securities whose
                           trades are reported. The SEC has not issued any stop
                           order or other order suspending the effectiveness of
                           any registration involving the Company or its
                           subsidiaries. Subscriber's obligation, but not
                           Subscriber's right, to exercise the Series A Warrant
                           shall also be suspended so long as the Registration
                           Statement is not effective with the Securities and
                           Exchange Commission.

                  (f)      Legal Opinion. The Company shall have delivered to
                           the Subscriber an opinion of independent counsel to
                           the Company, in form and substance reasonably
                           satisfactory to the Subscriber.

                  (g)      Officer's Certificate. The Company shall have
                           delivered to the Subscriber a certificate, in form
                           and substance reasonably satisfactory to the
                           Subscriber, executed by an executive officer of the
                           Company, to the effect that all the conditions to
                           the Subscriber's obligations hereunder shall have
                           been satisfied.

D.       Miscellaneous

         8.       This Subscription Agreement constitutes the entire
understanding of the parties with regard to the subject matter, supersedes all
written and oral agreements with respect to the same and may not be waived,
modified, changed, discharged, terminated, revoked or canceled except by a
writing signed by the party against which enforcement thereof is sought.


<PAGE>   7


Subscription Agreement
January 29, 2001
Page 7

         9.       Upon the Company's acceptance of this subscription, the
Company shall pay Subscriber $10,000 for costs associated with Subscriber's
initial due diligence investigation. Upon the first receipt of funds by the
Company under the exercise of any Warrants, the Company shall pay Subscriber's
counsel, Eiseman Levine Lehrhaupt & Kakoyiannis $10,000 in connection with
their work through the closing date relating to this transaction. The Company
shall also reimburse Subscriber and Comergent Capital Ltd. for (A) all
reasonable attorneys fees incurred by the Subscriber and Comergent Capital Ltd.
in the future in connection with this Subscription Agreement, the Warrants, the
Series C Warrants, or the transactions contemplated hereby and thereby, and (B)
all other expenses and costs of ongoing due-diligence investigations by
Subscriber and Comergent Capital Ltd. The expense reimbursement specified in
Paragraph 9(B) shall be limited to $10,000.

         10.      Each party shall indemnify the other against any loss, cost
or damages (including reasonable attorney's fees and expenses) incurred as a
result of such parties' breach of any representation, warranty, or covenant
contained in this Subscription Agreement.

         11.      This Subscription Agreement shall be governed by and
interpreted in accordance with the laws of the State of New York affecting
contracts made in and to be performed in such State without giving effect to
principles governing choice of laws, irrespective of the domicile of any party
or the place of execution of this Subscription Agreement by any party or the
location for performance of any of the terms hereof, and the parties hereto
shall be subject to the exclusive jurisdiction of the state and federal courts
located in New York County, New York, United States of America. Facsimile
signatures to this Subscription Agreement or on any notice given hereunder or
under the Warrants shall be binding on all parties hereto.

         12.      This Subscription Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         13.      The Subscriber and Comergent Capital Ltd. hereby certifies
that Subscriber and Comergent Capital Ltd. has read and understands this
Subscription Agreement, that the representations and warranties made by the
Subscriber and Comergent Capital Ltd. in this Subscription Agreement are
accurate on the date hereof, that Subscriber and Comergent Capital Ltd. each
recognizes that the Company is relying on such representations and warranties
and covenants and that they shall remain in effect through the closing of the
sale of the Warrants to Subscriber hereunder unless Subscriber or Comergent
Capital Ltd. notifies the Company otherwise.

         14.      Subscriber may, by providing written notice to the Company,
terminate its obligation to exercise the Series A Warrants, if the Company has
failed to deliver at any time on a timely basis any stock required under this
Subscription Agreement or the Warrants or the Series C Warrants, the
Registration Statement has not been declared effective within 120 days of the
Company's acceptance of this Subscription Agreement, or if the closing bid
price per share of the Company's common is below $0.25 for any twenty
consecutive trading days, or the trading volume in the Company's common stock
is below 25,000 shares per day for any twenty consecutive trading days.

         15.      All notices required or permitted to be given by either the
Company or the Subscriber or Comergent Capital Ltd. pursuant to the terms of
this Subscription Agreement or the Warrants shall be in writing and shall be
deemed given when delivered personally or by facsimile, or by overnight or two
day courier addressed to the parties at the last known address of the party or
such other address as a party may request by notifying the other in writing.

         16.      The representations, warranties, covenants, indemnities, and
agreements of the parties contained herein shall survive any termination or
expiration of this Subscription Agreement.

IN WITNESS WHEREOF, the Subscriber and Comergent Capital Ltd. has each executed
this Subscription Agreement this 29th day of January, 2001.

AILOUROS LTD., an Antigua and Barbuda corporation


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




COMERGENT CAPITAL

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










Accepted and Agreed To:

AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.

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


Date of Acceptance: January __, 2001