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                                  Exhibit 10.3

                                     [LOGO]

                                    AffINITY
                          INTERNATIONAL TRAVEL SYSTEMS
                         -------------------------------
                         "World Class Service Worldwide"

                                  Amendment #1

2. Compensation. In consideration for Employee's fulfillment of his duties
hereunder the Company shall pay Employee, and Employee shall accept, an annual
Base Salary of Seventy Eight Thousand Dollars ($78,000.00), payable in
accordance with the Company's normal policies but in no event less often than
biweekly. This base salary will become effective February 1, 2000.

All other aspects of Section 2 will remain in force.

Accepted for Employer:


/s/ Daniel G. Brandano
-----------------------------------
Name


C.E.O.
-----------------------------------
Title


January 14, 2000
-----------------------------------
Date


Accepted by Employee:


/s/ Mark S. Mandula
-----------------------------------
Mark S. Mandula
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                              EMPLOYMENT AGREEMENT

      Agreement entered into the 1st day of July, 1999, by and between SunStyle
International Holidays, Inc. (hereinafter referred to as "Company"), a
subsidiary of Affinity International Travel Systems, Inc. a Nevada corporation
(hereinafter referred to as "Employer"), and MARK S. MANDULA (hereinafter
referred to as "Employee").

                              W I T N E S S E T H:

      WHEREAS, Employer has acquired all of the assets of Integrity Credit
Services, Inc., a Delaware Corporation d/b/a/ Intrepid and or Goldmark Travel
(the "Company"), pursuant to a certain Asset Purchase Agreement by and among
Employer, the Company and all of the stockholders of the Company (the
"Agreement");

      WHEREAS, prior to the closing of the transactions contemplated by the
Agreement, Employee was a stockholder, director, officer and key employee of the
Company; and

      WHEREAS, the Company desires to assure itself of the benefits to be
obtained from the special talents and abilities of Employee relative to the
operation of the Company's business and, in connection therewith, to engage
Employee as the Chief Operating Officer of SunStyle International Holidays,
Inc.; and

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Employee agree
as follows:

      1. Employment. The Company agrees to employ the Employee to serve as the
Chief Operating Officer of SunStyle International Holidays, Inc., to perform
such duties of such office as customarily associated therewith and as are
provided for in the bylaws of the Company, subject to the general supervision
and direction of the Chief Executive Officer of the Company, and any policies
and procedures established from time to time may be reasonably prescribed by,
the Board of Directors of the Company. Employee hereby accepts such employment.

      2. Compensation. In consideration for Employee's fulfillment of his duties
hereunder the Company shall pay Employee, and Employee shall accept, an annual
Base Salary of Fifty Two Thousand Dollars ($52, 000.00), payable in accordance
with the Company's normal policies but in no event less often than biweekly. In
addition, Employee shall receive an increase in Base Salary for each year of the
Initial Term and any renewals of this Agreement at least substantially
comparable to other Officers and employees of Employer. Employee will be
eligible to participate in an Annual Bonus for each year of the Initial Term and
any renewals.

      3. Expenses. Subject to the authority of the Board of Directors of the
Company to determine policies relating to such matters, the Company agrees to
reimburse Employee for all reasonable expenses incurred by him in connection
with the performance of Employee's duties for the Company, subject to provision
by Employee of reasonable supporting documentation.

      4. Employee Benefits. Employee shall be entitled to receive or participate
in such additional benefits, if any, by way of participation in pension, profit
sharing or thrift plans and similar employee benefits as may from time to time
be made generally available to executive
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employees of the Company. All rights to participate in any such plans, and the
degree and amount of participation, shall be subject to the terms of the
applicable plan documents, generally applicable Company policies, and the
actions of the Board of Directors or any committee responsible for administering
the plan. A summary of the Employee Benefits is attached as Appendix A to this
Employment Agreement.

      5. Vacation. Employee shall receive paid vacation in accordance with the
policies of the Company for employees generally, as summarized on Appendix A of
this Employment Agreement.

      6. Term. This Agreement shall be for an Initial Term of three (3) years
commencing on July 1st, 1999 and ending on July 31st, 2002, and thereafter shall
continue on a month to month basis for an indefinite period until terminated by
either party upon thirty days' written notice.

      7. Rights of Termination. The Company may terminate the Employee's
employment with the Company and this Agreement for "cause" at any time without
prior notice to the Employee. For purposes hereof, "cause" shall include,
without limitation:

            (i)   Employee's conviction of, or the entry by the Employee of a
                  plea of guilty or nolo contendere to any felony or crime under
                  any federal, state or local law;

            (ii)  Conduct by the Employee constituting an act of moral
                  turpitude;

            (iii) Fraud, embezzlement, or similar act of dishonesty by the
                  Employee;

            (iv)  Incompetent performance or substantial or continuing
                  inattention to or neglect of duties and responsibilities
                  assigned to the Employee pursuant to this Agreement;

            (v)   The Employee's unfaithfulness or disloyalty to the Company;

            (vi)  The breach of the Employee of this Agreement or of that
                  certain Proprietary Information/Noncompetition Agreement
                  entered into between the Company and the Employee on the date
                  hereof (the "Noncompetition Agreement"); or

            (vii) The death of the Employee or the inability of the Employee to
                  substantially perform his duties hereunder for three (3)
                  consecutive months or for six (6) months in any twelve (12)
                  month period.

      8. Effect of Termination.

            (a) If the Company terminates the Employee's employment with the
Company at any time for "cause", or if Employee terminates his employment for
any reason, the Company's obligation to make salary, performance bonus, or any
other payments, or to provide any benefits to the Employee hereunder, shall
immediately terminate without recourse to or
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liability of the Company notwithstanding any other provision of this Agreement,
except with respect to any salary accrued but unpaid through the termination
date.

            (b) Notwithstanding the termination of this Agreement, the
Employee's obligations under the Noncompetition Agreement shall continue in full
force and effect following termination without regard to the reason or
circumstances of the termination or the party effecting such termination.

      9. Non-Disclosure of Confidential Information. Employee recognizes and
acknowledges that Employer's trade secrets and proprietary information and
processes, as they may exist from time to time, are valuable, special, and
unique assets of Employer's business, access to and knowledge of which are
essential to the performance of employees duties hereunder. Employee shall not,
during or after the term of this Agreement, in whole or in part, disclose such
secrets information or process including, but not limited to, names of customers
and potential customers, names, locations and other identifying information
concerning Employer's vendors and suppliers, prospective and current business
transactions and arrangements, electronic processing, electronic data
processing, work processing and/or computer programs, runs and other electronic
products and records, price lists, training materials, business methods,
procedures and forms of Employer, and advertising and promotional materials and
sources, to any person, firm, corporation association or other entity for any
reason or purpose whatsoever, nor shall Employee make use of any property for
his own purposes or for the benefit of any person firm, corporation or other
entity (except Employer) under any circumstances during or after the term of
this Agreement; provided that after the term of this Agreement these
restrictions shall not apply to such secrets, information and processes which
are then in the public domain (provided that Employee was not responsible,
directly or indirectly, for such secrets, information or processes entering the
public domain without Employer's consent). Employee agrees to hold as Employer's
property all memoranda, books, papers, letters, computer disks, computer lists,
price lists, advertising and promotional materials, contracts and other data,
and all copies thereof and therefrom, in any way relating to Employer's business
and affairs whether made by him or otherwise coming into his possession, and on
demand of Employer, at any time, to deliver the same to Employer.

      10. Covenant Not to Compete. During the term hereof and for a period of
three (3) years thereafter in the event Employee's employment is terminated for
Cause, Employee shall not within a radius of fifty (50) miles of any geographic
area within which Employer, or any affiliate or subsidiary of Employer, has an
office, enter into or engage in any business in competition with the business of
Employer, as it now exists or may exist in the future, either as an individual
on his own account, or as a partner, or joint venturer, or as an officer,
director or stockholder of a corporation, or otherwise. It is agreed by the
parties hereto that if any portion of this covenant not to compete is held to be
unreasonable, arbitrary or against public policy, the covenant herein shall be
considered divisible both as to time and geographical area, and each month of
the specified period shall be deemed a separate period of time, and each county
or parish of each State in the United States of America shall be deemed a
separate geographical area, so that the lesser period of time or geographical
area shall remain effective so long as the same is not unreasonable, arbitrary,
or against public policy. The parties hereto agree that, in the event any court
determines the specified time period or the specified geographical area to be
unreasonable, arbitrary, or against public policy, a lesser time period or
geographical area which
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is determined to be reasonable, nonarbitrary and not against public policy may
be enforced against Employee.

      11. Remedies. If there is such a breach or threatened breach of the
provisions of Sections 9 or 10 of this Agreement, Employer shall be entitled to
an injunction restraining Employee from such breach. Nothing herein shall be
construed as prohibiting Employer from pursuing any other remedies for such
breach or threatened breach.

      12. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if sent by certified or
registered mail, return receipt requested, to the parties at the following
addresses.

      To Employer at:              100 Second Avenue South, Suite 1100S
      St. Petersburg, FL 33701
      Attn: Daniel G. Brandano
      To Employee at:              1355 Brightwaters Boulevard, NE
      St. Petersburg, FL 33704

      13. Attorney's Fees. Should Employer or Employee institute legal action,
whether at law or in equity, to enforce any provision hereunder, the prevailing
party shall be entitled to receive from the other party all costs and
unreasonable attorney's fees, but not limited to, fees for trial and appeals or
other legal proceedings.

      14. Consent to Jurisdiction and Venue. The parties hereby consent to
personal jurisdiction and venue, for any action brought by Employer or Employee
arising out of a breach or threatened breach of this Agreement, in Pinellas
County, Florida. The parties agreed that any action arising under this Agreement
or out of the relationship established by this Agreement shall be brought only
and exclusively in Pinellas County, Florida.

      15. Severability. The Company and the Employee agrees that each provision
of this Agreement shall be treated as a separate and independent cause and
unenforceability of any one clause in those provisions shall not impair the
enforceability of any other clause in those provisions.

      16. Miscellaneous.

            (a) This Agreement contains the whole agreement between the parties
hereto and the parties expressly acknowledge that there are no inducements,
promises, terms, conditions or obligations made or entered into by the Company
or the Employee other than contained herein. This Agreement may not be amended
except by a writing signed by the party against whom enforcement is sought.

            (b) This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without giving consideration to the
conflict of law provisions thereof.

      Executed by the Employee and the Company's duly authorized representative
effective as of the day and year set forth above.
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WITNESSES:                    EMPLOYER:

                              AFFINITY INTERNATIONAL TRAVEL SYSTEMS,
                              INC., a Nevada Corporation


                              BY: /s/ Daniel G. Brandano
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                              As: Chief Executive Officer
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                              EMPLOYEE:


                              /s/ Mark S. Mandula
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                              Mark S. Mandula
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Appendix A

Employer shall maintain and pay for 100% of the Employee's current dental,
medical, vision and other insurance, including fully paid coverage for all
dependents of Employee.

Employee shall be reimbursed for business travel, entertainment, lodging and the
like, and shall be reimbursed for all reasonable out of pocket expenses incurred
directly by Employee in performing services hereunder. Employers shall reimburse
Employee for all expenses on a monthly basis, after submission by Employee of
appropriate receipts, vouchers or other documents.

Employee shall provide Employee with an automobile allowance of at least $362.66
per month for each month of the Initial Term and any renewals.

Employee shall be entitled each year to a vacation of four (4) weeks during
which Employee's compensation will be paid in full. In addition, Employee shall
have such other days off as shall be determined by Employer and shall be
entitled to paid sick leave and paid holidays in accordance with Employer's
policy as established by Employer from time to time.