<PAGE>
                                  Exhibit 4.12

                                         Name: Schoemann Venture Capital, L.L.C.
                                               ---------------------------------

                             SUBSCRIPTION AGREEMENT

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

Gentlemen:

The undersigned understands that Affinity International Travel Systems, Inc., a
Nevada corporation (the "Company"), is offering for sale up to 2,142,857 shares
of its Common Stock, $0.001 par value per share (the "Common Stock") for the
Purchase Price set forth in Section 4 hereof.

The undersigned further understands that the offering is being made without
registration of the Common Stock under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance on the exemption contained in Rule 504 of
Regulation D under the Securities Act for transactions by an issuer not
involving a public offering and the undersigned further understands that the
undersigned is purchasing the Common Stock 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 this offering
is being made only to "accredited investors" (as defined in Rule 501 of
Regulation D under the Securities Act).

These securities have not been registered with or approved by the Securities
Division of the Attorney General's Office in Delaware. They are offered and sold
pursuant to the Accredited Investor exemption provided by Section 503 of the
Securities Rules and Regulations of the State of Delaware. Sales may only be
made to accredited investors. Resale or disposal of these securities within
Delaware may only be made pursuant to an exemption or an effective registration
statement.

      1. Subscription. Subject to the terms and conditions of this Subscription
Agreement (this "Agreement"), the undersigned hereby irrevocably subscribes for
that number of shares of Common Stock set forth in Appendix A, which is payable
as described in Section 4.

      2. Acceptance of Subscription and Issuance of Shares. 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 undersigned at the Closing referred to in Section 3.


                                       1
<PAGE>

      3. The Closing. The closing of the purchase and sale of the Common Stock
(the "Closing") shall take place at the offices of the Company or such other
mutually acceptable place on or before December 20, 1999 or at such time and
place as the Company and the undersigned shall mutually agree upon. The Company
may, at its option, elect to close the purchase and sale of the shares in one or
more Closings.

      4. Payment for Shares. The undersigned shall make payment in the amount of
Two Hundred Fifty Thousand and 10/100 Dollars ($250,000.10) (the "Purchase
Price"), for the Common Stock, less the costs, expenses, fees and commissions
set forth on the attached Appendix B. The Purchase Price shall be paid to the
Company via certified check, personal check, or wire transfer to the account
designated by the Company. The Purchase Price, less any and all deductions
therefrom as provided for herein, shall be paid in full to the Company not later
than Friday, December 24, 1999.

      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, when issued and paid for, 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)   No Transfer Restrictions. Upon issuance to the undersigned, the
            Common Stock will be free from any and all restrictions on transfer,
            including pursuant to Rule 144 of the Securities Act except as
            agreed to by and between the undersigned and the Company herein;
            provided, however, that the undersigned must be in full compliance
            with all requirements of Rule 504 of Regulation D under the
            Securities Act, Rule 144 of the Securities Act and all state
            securities laws.

      (c)   Other Representations and Agreements.

            i)    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, it being understood that the Company
                  does not currently have audited financial


                                       2
<PAGE>

                  statements for the year ended June 30, 1998. After the Company
                  becomes a fully reporting company, the Company shall file all
                  reports required under the Exchange Act.

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

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

      (b)   Access to Information. The undersigned is familiar with the business
            and financial condition, properties, operations and prospects of the
            Company. The undersigned has been furnished copies of the financial
            statements of the Company 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 undersigned has also had an opportunity to
            ask questions of officers of the Company, which questions were
            answered to his satisfaction. The undersigned 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 undersigned
            understands that, unless it notifies the Company in writing to the
            contrary at or before the Closing, all the undersigned'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 undersigned.

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

      (e)   Knowledge, Skill and Experience. The undersigned has such knowledge,
            skill and experience in business, financial and investment matters
            so that is capable of evaluating the merits and risks of an
            investment in Common Stock. To the extent necessary, the undersigned
            has retained, at its 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 undersigned is an "accredited investor" as
            defined in Rule 501(a) under the Securities Act. The undersigned has
            completed an Accredited Investor Questionnaire, a copy of which is
            attached hereto as Appendix C

      (g)   Investment Intent. The undersigned is acquiring the Common Stock
            solely for its own beneficial account, for investment purposes, and
            not with a view to, or for


                                       3
<PAGE>

            immediate resale in connection with, any improper distribution of
            the Common Stock. The undersigned 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 undersigned and of the other representations made by the
            undersigned in this Agreement. The undersigned 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 undersigned 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 Undersigned and the Company. The
obligations of the undersigned 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 undersigned
            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)   Escrow Agreement. On or prior to the date hereof, the Company and
            the undersigned shall have entered into an escrow agreement on
            mutually acceptable terms whereby the undersigned agrees to place
            certain shares of common stock of the Company into escrow for the
            purpose of satisfying certain obligations of the Company to the
            undersigned pursuant to several previous agreements by and between
            the undersigned and the Company.

      8. Additional Agreements.

      (a)   Lock-Up Agreement. Without the prior written consent of the Company,
            which consent shall not be unreasonably withheld, the undersigned
            agrees not to sell any of the shares of Common Stock in a
            transaction on the public markets, whether through registration,
            sale pursuant to Rule 144 of the Securities Act, or otherwise, for a
            period of ninety (90) days following the Closing Date. It is
            acknowledged that any breach of this provision will cause
            irreparable harm to the Company for


                                       4
<PAGE>

            which there will be no adequate remedy at law and the Company shall
            be entitled, in addition to other remedies at law or in equity, to
            specific performance of this provision by the undersigned. In the
            event that the undersigned sells, transfers, assigns or otherwise
            disposes of any of the Common Stock in a non-public transaction, the
            purchaser or transferee of such Common Stock must agree to be bound
            by the provisions of this paragraph and must attest to such
            agreement in writing, a copy of which must be provided to the
            Company upon request.

      (b)   Amendment of Previous Agreements. On the Closing Date, the Company
            shall amend those certain Warrant Subscription Agreements and that
            certain First Amended and Restated Consulting Agreement listed on
            Appendix D attached hereto and made a part hereof (collectively the
            "SVC Agreements") such that all warrants granted to the undersigned
            or any affiliate, assignee or transferee of the undersigned under
            the SVC Agreements (the "Warrants") will be amended to include the
            following terms: (i) all Warrants shall be immediately exercisable,
            (ii) upon exercise of the Warrants, the purchase price for the
            shares of common stock of Borrower underlying the Warrants shall be
            $0.50 per share; and (iii) upon exercise of the Warrants, payment
            for the shares of common stock underlying the Warrants may be made
            through "cashless exercise", as defined hereinbelow.

            For purposes of this Section, the term "cashless exercise" means
            that at any time following the Closing Date, the undersigned, in
            lieu of any cash payment required hereunder for the exercise of the
            warrant, shall have the right to exercise the warrant in whole or in
            part by surrendering the warrant in exchange for the number of
            shares of the Company's common stock equal to (x) the number of
            shares as to which the warrant is being exercised multiplied by (y)
            a fraction, the numerator of which is the Market Price (as defined
            below) of the common stock less the aggregate exercise price of the
            warrant being exercised, and the denominator of which is the Market
            Price. The term "Market Price" means the average of the closing sale
            price per share of the common stock on the principal stock exchange
            or market on which the common stock is then quoted or traded on each
            of the ten (10) consecutive trading days preceding the date on which
            written notice of election to exercise the warrants has been given
            to the Company. If the undersigned opts for a cashless exercise of
            the warrant, no other consideration shall be paid to the Company,
            other than surrendering the warrant itself, nor will there be paid
            any commission or other remuneration to any other person or entity
            by the undersigned. In the event that the undersigned is not
            permitted to "tack" the holding period of the warrant to the holding
            period of the common stock received upon the cashless exercise for
            purposes of satisfaction of the holding period requirements of Rules
            144(d)(3)(ii) and 144(k) under the Securities Act for whatever
            reason and there is no presently filed registration statement
            effective as to the shares received or to be received through the
            cashless exercise of the warrant granted herein, the Company shall,
            upon receipt of the written request of the warrant holder, promptly
            prepare and file a registration statement with the SEC with respect
            to all of the warrant shares purchased by the undersigned.


                                       5
<PAGE>

      (c)   Shareholders' Meetings. For so long as the undersigned or any
            affiliate or assignee of the undersigned is a shareholder of the
            Company, the Company shall notice and hold a general meeting of the
            shareholders of the Company not less than once every calendar year
            for the purpose of electing directors of the Company.

      (d)   Board of Director Observer Rights. For so long as the undersigned is
            a shareholder of the Company, the Company shall grant to the
            undersigned "observer rights" to the Board of Directors of the
            Company such that the undersigned, or the appointed designee of the
            undersigned, shall be entitled to receive all written materials
            prepared by, presented to or considered by the Board of Directors of
            the Company in connection with any general or special meeting of the
            directors of the Company, including, but not limited to, all minutes
            of the meetings of directors, officer's employment contracts,
            proposals to sell or offers to purchase a material amount of the
            assets of the Company, or proposals to sell or offers to purchase
            any equity security of the Company. The Company shall send such
            written materials to the undersigned at least three (3) business
            days prior to the date of any such general or special meeting of the
            directors.

      (e)   Acknowledgement of Additional Consideration for Reduction of Warrant
            Exercise Price. The Company acknowledges that the undersigned, or
            persons acting exclusively on behalf of the undersigned, has
            contributed substantial time and effort to the management and
            affairs of the Company, both at the principal place of business of
            the Company and elsewhere, has negotiated substantially more
            favorable payment terms from creditors and vendors of the Company,
            has assisted in the strategic acquisition of synergistic businesses
            and business partners, has been and will continue to be instrumental
            in the raising of significant investment capital, intends to remain
            substantially involved in negotiating the terms and conditions and
            the closing of investments in the Company, has provided continued
            funding for the operations of the Company, and has foregone
            enforcement of the contractual obligations of the Company pursuant
            to the SVC Agreements referred to in Section 8(b) hereinabove in
            order to improve the Company's cash-flow position.

            Because of these significant contributions to the Company, the
            Company's Board of Directors, in their good faith business judgment,
            have determined that it is in the best interest of the Company and
            its shareholders, and is fair and equitable to the undersigned, to
            reduce the exercise price of the Warrants and to issue those certain
            shares of common stock of the Company as set forth hereinabove.

      9. Obligations Irrevocable. The obligations of the undersigned hereunder
shall be irrevocable, except with the consent of the Company, until 5:00 p.m.
EDT, December 20, 1999.


                                       6
<PAGE>

      10. 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.

      11. 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.

      12. 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
undersigned. The undersigned 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 undersigned shall be in compliance with all federal and state
securities laws.

      13. Expenses. The Company shall pay all actual expenses incurred in
connection with this Agreement and the transactions contemplated hereby,
including, but not limited to, any and all legal, travel, lodging, meals and
other related transaction expenses of the undersigned and, upon request,
submission of appropriate invoices and receipts. In any action to enforce the
terms of this Agreement, the successful party shall be entitled to recover its
reasonable costs and expenses, including reasonable attorneys' fees, from the
party who refused or failed to perform this Agreement.

      14. 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.

      15. 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.

      16. 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.

      17. 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:

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


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<PAGE>

            100 Second Avenue South
            Suite 1100S
            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: John Nossiff, Esq.
            Fax: (617) 856-8201

      (b)   If to the undersigned:

            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
permitted assigns.

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

      18. Notification of Changes. The undersigned hereby covenants and agrees
to notify the Company upon the occurrence of any event before the closing of the
purchase of the


                                       8
<PAGE>

Common Stock pursuant to this Agreement which would cause any representation,
warranty, or covenant of the undersigned contained in this Agreement to be false
or incorrect.

     [The immediately following page contains the signatures of the parties]

      IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this 20th day of December, 1999.

                                    Name: Schoemann Venture Capital, L.L.C.


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

Accepted as of
December 20, 1999

AFFINITY INTERNATIONAL
TRAVEL SYSTEMS, INC.


By:   /s/ D.G. Brandano
      -------------------------
      DANIEL G. BRANDANO
      President and
      Chief Executive Officer


                                       9
<PAGE>

                                   APPENDIX A

                          CONSIDERATION TO BE DELIVERED

-------------------------------------------------------------------------------
 Shares of Common Stock to be Acquired       Aggregate Amount to Be Paid
 -------------------------------------                At Closing
                                                      ----------

                714,286                 $250,000.10 less the amount of all
                                        costs, expenses, fees and other charges
                                        set forth on Appendix B hereto
-------------------------------------------------------------------------------


                                       10
<PAGE>

                                   APPENDIX B

                               COSTS AND EXPENSES

See attached.


                                       11
<PAGE>

                                   APPENDIX C

                         ACCREDITED INVESTOR CERTIFICATE

      The undersigned Investor hereby certifies that it is an Accredited
Investor as that term is defined in Regulation D adopted pursuant to the
Securities Act of 1933. The specific category(s) of Accredited Investor
applicable to the undersigned is checked below.

___                           a. any natural person whose individual net worth,
                    or joint net worth with that person's spouse, at the time of
                    his purchase exceeds $1,000,000;

___                           b. any natural person who had an individual income
                    in excess of $200,000 in each of the two most recent years
                    or joint income with that person's spouse in excess of
                    $300,000 and has a reasonable expectation of reaching the
                    same income level in the current year;

___                           c. any bank as defined in section 3(a)(2) of the
                    Securities Act of 1933, as amended (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; any broker or dealer
                    registered pursuant to section 15 of the Securities Exchange
                    Act of 1934; any insurance company as defined in section
                    2(13) of the Act; any investment company registered under
                    the Investment Company Act of 1940 (the "1940 Act") or a
                    business development company as defined in section 2(a)(48)
                    of the 1940 Act; any 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; any plan established and maintained by a state, its
                    political subdivisions for the benefit of its employees, if
                    such plan has total assets in excess of $5,000,000; any
                    employee benefit plan within the meaning of the Employee
                    Retirement Income Security Act of 1974 ("ERISA"), if the
                    investment decision is made by a plan fiduciary, as defined
                    in section 3(21) of ERISA, 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,


                                       12
<PAGE>

with investment decisions made solely by persons that
                    are accredited investors;

___                           d. any private business development company as
                    defined in section 202(a)(22) of the Investment Advisers Act
                    of 1940;

___                           e. any organization described in section 501(c)(3)
                    of the Internal Revenue Code, corporation, Massachusetts or
                    similar business trust, or partnership, not formed for the
                    specific purpose of acquiring the securities offered, with
                    total assets in excess of $5,000,000;

___                           f. any director, executive officer, or general
                    partner of the Company;

 X                            g. any entity in which all of the equity owners
                    are accredited investors; or

___                           h. any trust, with total assets in excess of
                    $5,000,000, not formed for the specific purpose of acquiring
                    the securities offered, whose purchase is directed by a
                    sophisticated person as described in section
                    230.506(b)(2)(ii) of Regulation D under the Act.

      IN WITNESS WHEREOF, the undersigned has executed this Accredited Investor
Certificate as of the 20th day of December, 1999.

                                    SCHOEMANN VENTURE CAPITAL, LLC


                                    BY:   /s/ Rodney R. Schoemann, Sr.
                                          ----------------------------
                                          Rodney R. Schoemann, Sr.
                                          Managing Member


                                       13
<PAGE>

                                   APPENDIX D

                                 SVC AGREEMENTS

1. Warrant Subscription Agreement by and between Schoemann Venture Capital,
L.L.C. and Affinity International Travel Systems, Inc. dated April 23, 1999.

2. Warrant Subscription Agreement by and between Schoemann Venture Capital,
L.L.C. and Affinity International Travel Systems, Inc. dated June 10, 1999

3. Consulting Agreement by and between Schoemann Venture Capital, L.L.C. and
Affinity International Travel Systems, Inc. (as amended and restated) dated June
1, 1999


                                       14