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                                   Exhibit 4.6

                   AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
                             100 Second Avenue South
                                   Suite 303 N
                          St. Petersburg, Florida 33701

January 31, 1999

Mr. Rodney R. Schoemann, Sr.
Managing Member
Schoemann Venture Capital, LLC
3904 Wheat Drive
Metairie, Louisiana 70002

      RE:   Restatement of Subscription Agreement
            by and between Affinity International Travel
            Systems, Inc. and Schoemann Venture Capital, LLC
            Dated January 15, 1999

Dear Rodney:

      It has come to my attention that the documentation evidencing the
transaction by and between Affinity International Travel Systems, Inc. ("AFFT")
and Schoemann Venture Capital, LLC ("SVC" or "the subscriber") executed as of
January 15, 1999 does not embody the true intention of the agreement reached by
AFFT and SVC. As such, this letter, with your consent, evidenced by your
execution of this letter agreement where indicated below, will void ab initio
the Subscription Agreement dated January 15, 1999 by and between AFFT and SVC
and restate, retroactively to January 15, 1999, the terms and conditions of
AFFT's sale of a convertible note in the aggregate principal amount of
$222,000.00 (the "Note"), convertible into 634,286 shares of common stock,
$0.001 par value per share (the "Common Stock") for the purchase price set forth
in Section 4 hereof to SVC. The Note is unsecured, shall not bear any interest,
is immediately convertible, shall only be payable in common stock at the time of
conversion and, to the extent the Note has not been converted by March 31, 1999,
the unconverted principal shall automatically be converted into shares of common
stock, as provided herein without further action on the part of the Company or
the subscriber.

      SVC understands that the offering is being made without registration of
the Note or the underlying Common Stock under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on an exemption for transactions by
an issuer not involving a public offering and further understands that SVC is
purchasing such securities without being furnished any prospectus setting forth
all of the information that would be required to be furnished under the
Securities Act, and understands further that the offering is being made only to
"accredited investors" (as defined in Rule 501 of Regulation D under the
Securities Act).

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                              TERMS AND CONDITIONS

1. Subscription. Subject to the terms and conditions of this Subscription
Agreement (this "Agreement"), the subscriber hereby irrevocably subscribes for
the Note, the purchase price for which is payable as described in Section 4.

2. Acceptance of Subscription and Issuance of Note. It is understood and agreed
that the Company has the right to accept or reject this subscription, in whole
or in part, and that this subscription is accepted by the Company only when it
is signed by a duly authorized officer of the Company and delivered to the
subscriber at the Closing referred to in Section 3.

3. The Closing. The closing of the purchase and sale of the Note (the "Closing")
shall take place at the offices of the Company or such other mutually acceptable
place at such time and place as the Company shall designate by notice to the
subscriber. The Company may, at its option, elect to close the purchase and sale
of the shares in one or more Closings.

4. Payment and Terms of Note. The undersigned shall make payment in the amount
of Two Hundred Twenty Two Thousand and No/100 Dollars ($222,000.00) (the
"Purchase Price"), for the Note, less the amount necessary to satisfy all costs
and expenses, including reasonable attorney and professional fees, travel,
lodging and other transportation expenses, if any, of the subscriber incurred in
connection with this subscription, to the Company via certified check, personal
check, or wire transfer to the account designated by the Company.

5. Representations of the Company. As of the date of the Closing (the "Closing
Date"), the Company represents as follows:

      (a) Valid Issuance. The Common Stock issuance upon conversion of the Note,
when issued in accordance with the Note, will represent validly authorized, duly
issued and fully paid and non-assessable shares of the Company, and the issuance
thereof will not conflict with the Certificate of Incorporation or Bylaws of the
Company nor with any outstanding warrant, option, call, preemptive right or
commitment of any type relating to the Company's capital stock.

      (b) Other Representations and Agreements.

            (i) Use of Proceeds. The Company agrees that it, or a wholly owned
subsidiary of the Company, shall only use the proceeds received from this
subscription for directly related operating expenses of the Company or any
wholly owned subsidiary of the Company, but in no event shall the proceeds from
this subscription be used for present or future compensation, whether regular or
special, of any officer or director of the Company.

            (ii) Right of First Refusal - Future Financing. For eighteen (18)
months from and after the date hereof, in the event that the Company solicits,
or is advised by an investment banker or financing specialist to solicit,
investment capital by means of any private placement of securities or other
financing efforts utilizing securities of the Company, the Company shall first
offer to the subscriber the ability to participate in all or part of such
private placement or


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financing. The subscriber shall accept or reject the offer within five business
(5) days of receipt of the offer. Such response shall be made in writing via
certified mail, return receipt requested, or via overnight mail. In the event
that the subscriber agrees to provide such future financing, the subscriber
shall be required to provide such financing at a discounted commission rate of
five percent (5%). This provision shall not be effective for any investment
opportunity not generated through the initial efforts of the Company.

            (iii) Registration of Shares. Not later than December 15, 1999, the
Company shall effect a registration under the Securities Act of all shares of
common stock owned by the undersigned and which the undersigned requests to be
registered. The Company will bear all registration expenses (exclusive of
underwriting discounts and commissions) of all registrations of the securities
owned by the undersigned.

                  If the Company intends to distribute any of the registered
shares of the subscriber and/or any other shareholder and/or the Company
pursuant to an underwriting and the underwriter advises the Company in writing
that marketing factors require a limitation of shares to be underwritten, the
number of shares of the subscriber to be included in such underwriting shall not
be reduced, pro rata or otherwise, unless all other securities are first
entirely excluded from the underwriting or upon receipt of the written consent
of the subscriber, which consent may be withheld for any or no reason. If
despite the best efforts of the Company, the total number of shares requested by
the subscriber to be registered cannot be so included, the Company shall
purchase from the subscriber that number of shares which was unable to be
included in the underwritten offering at the price per share received in the
offering.

                  If the Company shall furnish to the subscriber a certificate
signed by the Chief Executive Officer of the Company providing that in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period not to exceed ninety (90) days;
provided, however, in the event that the Company shall fail to have a
registration statement declared effective by the United States Securities and
Exchange Commission ("SEC") by December 15, 1999 for any reason whatsoever,
including pursuant to the terms of this paragraph, as compensation for the
breach of the terms of this Subscription Agreement by the Company, the Company
shall immediately transfer to the subscriber 100,000 shares of common stock. For
each successive thirty (30) day period commencing on December 16, 1999 that the
Company does not have an effective registration statement filed with the SEC,
the Company shall transfer to the subscriber an additional 100,000 shares of
common stock. The Company shall not have the right to defer registration more
than once in any twelve (12) month period.

            (iv) Additional Registration Rights. The subscriber shall be
entitled to unlimited "piggyback" registration rights in connection with all
registrations of securities by the Company under the Securities Act of 1933 or
in connection with any demand registration of any shareholder of the Company
(except for registrations on Form S-8 or Form S-4). The Company will bear all
registration expenses (exclusive of underwriting discounts and commissions) of
all piggyback registrations by the subscriber.


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            (v) Sale of Additional Investor Shares. From and after the date
hereof, in the event that the Company in any non-public offering sells any
common stock at a price per share that is less than $0.35, then for no
additional consideration, the Company shall immediately transfer to the
undersigned that number of shares of common stock of the Company equal to the
difference between (1) the number of shares which would have been issuable upon
conversion of the Note at the lesser price per share of such subsequently sold
securities and (2) the number of shares issuable under the Note.

            (vi) Co-Sale Rights. The Company shall, and shall cause its officers
and directors (collectively with the Company the "Shareholders") to, grant to
the subscriber a right of co-sale (on a pro-rata basis) such that upon notice to
the subscriber of any non-public sale or disposition of shares of the Company by
such Shareholders and/or the Company, the subscriber, upon written notice to the
Company and/or the selling Shareholders, shall be entitled to participate,
pro-rata as determined by each party's percentage ownership in the Company, in
such sale of shares of the Company on the same terms and conditions as the
Company and/or the selling Shareholders.

            In the event the Company or a Shareholder sells any shares in
contravention of the co-sale rights of the subscriber under this Agreement (a
"Prohibited Transfer"), the subscriber, in addition to such other remedies as
may be available at law, in equity or hereunder, shall have the "put" option
provided below, and the Company and the Shareholders shall be bound by the
applicable provisions of such option.

            In the event of a Prohibited Transfer, the subscriber shall have the
right to sell to the Company the number of shares equal to the number of shares
the subscriber would have been entitled to transfer to the purchaser hereunder
had the Prohibited Transfer been effected pursuant to and in compliance with the
terms hereof. Such sale shall be made on the following terms and conditions:

                  (1) The price per share at which the shares are to be sold to
the Company shall be equal to the price per share paid by the purchaser to the
Shareholder or the Company in the Prohibited Transfer. The Company shall also
reimburse the subscriber for any and all fees and expenses, including legal fees
and expenses, incurred pursuant to the exercise or the attempted exercise of the
subscriber's rights hereunder.

                  (2) Within ninety (90) days after the later of the dates on
which the subscriber either (A) received notice of the Prohibited Transfer or
(B) otherwise became aware of the Prohibited Transfer, the subscriber shall, if
exercising the option created hereby, deliver to the Company the certificate or
certificates representing shares to be sold, each certificate to be properly
endorsed for transfer.

                  (3) The Company shall, upon receipt of the certificate or
certificates for the shares to be sold by the subscriber pursuant to this
Subsection, pay the aggregate purchase price therefore and the amount of
reimbursable fees and expense in cash or by other means acceptable to the
subscriber.


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            (vii) Marketability. Prior to becoming a fully reporting company
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company shall maintain adequate current public information in satisfaction of
the requirements for resales of restricted stock pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended, and Rule 15c-2(11)
promulgated under the Exchange Act, including, but not limited to, the
publication over a nationally recognized reporting service or newswire of annual
audited financial statements and semi-annual interim unaudited balance sheets
and income statements. After the Company becomes a fully reporting company, the
Company shall file all reports required under the Exchange Act.

            (viii) Stock Splits. In order to induce the subscriber to enter into
this subscription agreement and to facilitate the closing of the transaction
contemplated hereby, the Company represents and warrants to the subscriber that
from and after the date hereof, the Company will not engage in any manner of
reverse split without the prior written consent of the subscriber, which consent
may be withheld for any or no reason.

6. Representations and Warranties of the Subscriber. The subscriber hereby
represents and warrants to the Company and to each officer, director, and agent
of the Company that:

            (a) Authority. The subscriber has all requisite authority to enter
      into this Agreement and to perform all the obligations required to be
      performed by the subscriber hereunder.

            (b) Access to Information. The subscriber is familiar with the
      business and financial condition, properties, operations and prospects of
      the Company. The subscriber has been furnished copies of the Financial
      Statements and all other documents requested by it and has had an
      opportunity to discuss the Company's business and financial condition,
      properties, operations and prospects with the Company's management. The
      subscriber has also had an opportunity to ask questions of officers of the
      Company, which questions were answered to his satisfaction. The subscriber
      understands that such discussions were intended to describe certain
      aspects of the Company's business and financial condition, properties,
      operations and prospects, but were not a thorough or exhaustive
      description.

            (c) Representations and Warranties as of Closing. The subscriber
      understands that, unless it notifies the Company in writing to the
      contrary at or before the Closing, all the subscriber's representations
      and warranties contained in this Agreement will be deemed to have been
      reaffirmed and confirmed as of the Closing, taking into account all
      information received by the subscriber.

            (d) Risk Factors. The subscriber understands that the purchase of
      the Common Stock involves substantial risks.

            (e) Knowledge, Skill and Experience. The subscriber has such
      knowledge, skill and experience in business, financial and investment
      matters so that is capable of


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      evaluating the merits and risks of an investment in Common Stock. To the
      extent necessary, the subscriber has retained, at his own expense, and
      relied upon, appropriate professional advice regarding the investment, tax
      and legal merits and consequences of this Agreement and owning Common
      Stock.

            (f) Accredited Investor. The subscriber is an "accredited investor"
      as defined in Rule 501(a) under the Securities Act.

            (g) Investment Intent. The subscriber is acquiring the Common Stock
      solely for his own beneficial account, for investment purposes, and not
      with a view to, or for immediate resale in connection with, any
      distribution of the Common Stock. The subscriber has not offered or sold
      any portion of its shares of Common Stock and has no present intention of
      dividing his shares of Common Stock with others or of reselling his shares
      of Common Stock. The subscriber understands that the Common Stock has not
      been registered under the Securities Act or any State Securities Laws by
      reason of specific exemptions under the provisions thereof which depend in
      part upon the investment intent of the subscriber and of the other
      representations made by the subscriber in this Agreement. The subscriber
      understands that the Company is relying upon the representations and
      agreements contained in this Agreement (and any supplemental information)
      for the purpose of determining whether this transaction meets the
      requirements for such exemptions.

            (h) Stock Transfer Restrictions. The subscriber agrees: (i) that it
      will not sell, assign, pledge, give, transfer or otherwise dispose of the
      Common Stock or any interest therein, or make any offer or attempt to do
      any of the foregoing, except pursuant to a registration of the Common
      Stock under the Securities Act and all applicable State Securities Laws or
      in a transaction which is exempt from the registration provisions of the
      Securities Act and all applicable State Securities Laws; and (ii) that the
      Company and any transfer agent for the Common Stock shall not be required
      to give effect to any purported transfer of any of the Common Stock except
      upon compliance with the foregoing provisions.

      7. Conditions to Obligations of the Subscriber and the Company. The
obligations of the subscriber to purchase and pay for the number of shares of
Common Stock specified herein and of the Company to sell the Common Stock are
subject to the satisfaction at or before the Closing of the following condition
precedent:

            (a) Representations and Warranties. The representations and
      warranties of the Company contained in Section 5 and of the subscriber
      contained in Section 6 shall be true and correct on and as of the Closing
      in all respects with the same effect as though such representations and
      warranties had been made on and as of the Closing.

            (b) Warrant Subscription Agreement. On or prior to the date hereof,
      the Company and the subscriber shall have entered into a Warrant
      Subscription Agreement on mutually acceptable terms.


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      8. Obligations Irrevocable. The obligations of the subscriber hereunder
shall be irrevocable, except with the consent of the Company, until 3:00 p.m.
EST, January 31, 1999.

      9. Equitable Remedies. Each party hereto acknowledges that a refusal
without just cause by such party to consummate the transactions contemplated
hereby will cause irreparable harm to the other party, for which there may be no
adequate remedy at law. A party not in default at the time of such refusal shall
be entitled, in addition to other remedies at law or in equity, to specific
performance of this Agreement by the party that so refused or failed to
consummate the transactions contemplated hereby. In any action to enforce the
terms of this Agreement, the successful party shall be entitled to recover its
reasonable attorneys' fees, all costs and expenses from the party who refused or
failed to perform this Agreement.

      10. Waiver, Amendment. Neither this Agreement nor any provisions of this
Agreement shall be modified, changed, discharged or terminated except by an
instrument in writing, signed by the party against whom any waiver, change,
discharge or termination is sought.

      11. Assignability. Neither this Agreement nor any right, remedy,
obligation or liability arising hereunder or by reason of this Agreement shall
be assignable by the Company without the prior written consent of the
subscriber. The subscriber may assign, transfer, pledge, encumber, mortgage or
otherwise alienate any of the rights afforded to it hereunder and the Company
shall be bound by the terms hereof to such assignee or transferee; provided,
however, that any assignment, transfer, or other alienation of any right
hereunder by the subscriber shall be in compliance with all federal and state
securities laws.

      12. Applicable Law. This Agreement shall be governed by and construed in
accordance with the federal laws of the United State of America and the laws of
the State of Nevada.

      13. Section and Other Headings. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

      14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.

      15. Notices. All notices and other communications provided for herein
shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid:


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            (1)   If to the Company, to it at the following address:

                  100 Second Avenue South
                  Suite 303 N
                  St. Petersburg, Florida 33701
                  Attention: Daniel G. Brandano
                  FAX: (727) 896-1403

                  with a copy, which shall not constitute notice, to:

                  Brown Rudnick Freed & Gesmer
                  One Financial Center
                  Boston, Massachusetts 02111
                  Attention: Gordon R. Berman, Esq.
                  Fax: (617) 856-8201

            (2)   If to the subscriber:

                  Schoemann Venture Capital, L.L.C.
                  1209 Orange Street
                  Wilmington, Delaware 19801

                  and

                  Rodney R. Schoemann, Sr.
                  3904 Wheat Drive
                  Metairie, Louisiana 70002

                  with a copy, which shall not constitute notice, to:

                  Locke Liddell & Sapp, LLP
                  2200 Ross Avenue
                  Suite 2200
                  Dallas, Texas 75201-6776
                  Attention: William C. Perez, Esq.
                  FAX: (214) 740-8800

or at such other address as either party shall have specified by notice in
writing to the other.

      16. Binding Effect. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties and their respective successors and
assigns.

      17. Survival. All representations contained in this Agreement shall
survive the closing of the issuance and sale of the Note and upon conversion the
issuance of the shares of Common Stock.


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      18. Notification of Changes. The subscriber hereby covenants and agrees to
notify the Company upon the occurrence of any event before the closing of the
purchase of the Common Stock pursuant to this Agreement which would cause any
representation, warranty, or covenant of the subscriber contained in this
Agreement to be false or incorrect.

      If you agree with the foregoing, please evidence your (i) consent to void
ab initio the Subscription Agreement dated January 15, 1999 and (ii) acceptance
of the terms and conditions of the sale of the Note as contained herein.

                                          AFFINITY INTERNATIONAL
                                          TRAVEL SYSTEMS, INC.


                                          /s/ Daniel G. Brandano
                                          --------------------------------------
                                          DANIEL G. BRANDANO
                                          President and
                                          Chief Executive Officer

      Consented to and accepted this 31st day of January, 1999.

                                    Name: Schoemann Venture Capital, LLC


                                          /s/ Rodney R. Schoemann, Sr.
                                          --------------------------------------
                                          RODNEY R. SCHOEMANN, SR.
                                          Managing Member


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