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                                  Exhibit 4.19

                         WARRANT SUBSCRIPTION AGREEMENT

                                                      Date: January 26, 2000

Affinity International Travel Systems, Inc.
100 Second Avenue South
Suite 1100 South
St. Petersburg, FL  33701
ATTN: Daniel Brandano

      Re:   Affinity International Travel Systems, Inc.

Ladies and Gentlemen:

      The undersigned hereby subscribes to the immediate acquisition of an
amended and restated warrant to purchase 2,750,000 shares of common stock of
Affinity International Travel Systems, Inc. (the "Company"). Such amended and
restated warrant amends and restates the warrant originally issued June 10,
1999. The consideration for the warrants was the execution on June 10, 1999 of a
subscription for securities, including such warrants, of the Company and payment
by the undersigned of the purchase price therefor. The warrants and the
underlying common shares are collectively referred to as the "Securities". The
Securities are being issued to the undersigned in full and complete satisfaction
of all amounts owing by the Company to the undersigned through the date hereof.

      In connection with the purchase of the Securities, the undersigned
acknowledges, warrants and represents to the Company as follows:

      1. The undersigned is acquiring the Securities for investment for its own
account and without the intention of participating, directly or indirectly, in
an unlawful distribution of the Securities and not with an improper view to
resale or any improper distribution of the Securities, or any portion thereof.

      2. The undersigned (either alone or with its purchaser representative) has
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of this investment and has consulted
with its own professional representatives as he has considered appropriate to
assist in evaluating the merits and risks of this investment. The undersigned
has had access to and an opportunity to question the officers of the Company, or
persons acting on their behalf, with respect to material information about the
Company and, in connection with its evaluation of this investment, has, to the
best of its knowledge, received all information and data with respect to the
Company that the undersigned has requested. The undersigned is acquiring the
Securities solely upon his independent examination and judgment as to the
prospects of the Company.


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      3. The Securities were not offered to the undersigned by means of publicly
disseminated advertisements or sales literature.

      4. The undersigned acknowledges that an investment in the Securities is
speculative and the undersigned may have to continue to bear the economic risk
of the investment in the Securities for an indefinite period. The undersigned
acknowledges that the Securities are being sold to the undersigned without
registration under any state or federal law requiring the registration of
securities for sale. The transferability of the Securities is restricted by
applicable federal and state securities laws and may be restricted under the
laws of other jurisdictions.

      5. The undersigned is an "accredited investor" as such term is defined in
Appendix A and is capable of evaluating the merits and risks of an investment in
the Company.

      6. In consideration of the acceptance of this subscription, the
undersigned agrees that the Securities will not be offered for sale, sold or
transferred by the undersigned other than pursuant to an effective registration
under the federal and state securities law or other jurisdiction applicable to
the transaction, an exemption available under such laws, or a transaction that
is otherwise in compliance with such laws.

      7. The undersigned understands that no U.S. federal or state agency has
passed upon the offering of the Securities or has made any finding or
determination as to the fairness of any investment in the Shares.

ACCEPTANCE OF SUBSCRIPTION:                    SUBSCRIBER:

Affinity International Travel Systems,Inc.     Schoemann Venture Capital, L.L.C.


By:/s/ D.G. Brandano                           By: /s/ Rodney R. Schoemann
   ---------------------------------               -----------------------

      Daniel G. Brandano,                            Rodney R. Schoemann,
      President                                      Managing Member


Dated: February 15, 2000                       Dated: February 15, 2000
       -----------------------------                  --------------------


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                                   APPENDIX A

An "Accredited Investor" within the meaning of Regulation D under the Securities
Act of 1933 includes the following:

Organizations

      (1) A bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Act, whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934;
insurance company as defined in section 2(13) of the Act; an investment company
registered under the Investment Company Act of 1940 or a business development
company as defined in section 2(a)(48) of that act; a Small Business Investment
Company licensed by the U.S. Small Business Administration under section 301(c)
or (d) of the Small Business Investment Act of 1958; an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, if the investment decision is made by a plan fiduciary, as defined in
section 3(21) of such act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors.

      (2) A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.

      (3) A trust (i) with total assets in excess of $5,000,000, (ii) not formed
for the specific purpose of acquiring the Securities, and (iii) whose purchase
is directed by a person who, either alone or with his purchaser representative,
has such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the proposed investment.

      (4) A corporation, business trust, partnership, or an organization
described in section 501(c)(3) of the Internal Revenue Code, which was not
formed for the specific purpose of acquiring the Securities, and which has total
assets in excess of $5,000,000.

Individuals

      (5) Individuals with income from all sources for each of the last two full
calendar years whose reasonably expected income for this calendar year exceeds
either of:
          (i)   $200,000 individual income; or
          (ii)  $300,000 joint income with spouse.

NOTE: Your "income" for a particular year may be calculated by adding to your
adjusted gross income as calculated for Federal income tax purposes any
deduction for long term capital gains, any deduction for depletion allowance,
any exclusion for tax exempt interest and any losses of a partnership allocated
to you as a partner.


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      (6) Individuals with net worth as of the date hereof (individually or
jointly with your spouse), including the value of home, furnishings, and
automobiles, in excess of $1,000,000.

      (7) Directors, executive officers or general partners of the Issuer.


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