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                                   Exhibit 4.4

                       AMENDMENT TO SUBSCRIPTION AGREEMENT

THIS AMENDMENT TO SUBSCIPTION AGREEMENT (this "Amendment") is entered into as of
the 21st day of January, 1999, by and among Affinity International Travel
Systems, Inc., a Nevada corporation (the "Company") and Schoemann Venture
Capital, LLC, a Delaware corporation ("SVC").

      WHEREAS, the Company and SVC have executed a Subscription Agreement dated
on or about December 2, 1998 (the "Subscription Agreement") pursuant to which
SVC agreed to purchase from the Company 1,142,857 shares of common stock of the
Company subject to the terms and conditions of the Agreement; and

      WHEREAS, the Company and SVC desire to amend and modify the Subscription
Agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties hereto covenant and agree
to amend and modify the Agreement as follows:

      1. Section 5(b)(ii) of the Subscription Agreement shall be modified in its
entirety to provide as follows:

            "(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 undersigned the ability to
      participate in all or part of such private placement or financing. The
      undersigned 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 undersigned agrees to provide such future financing, the
      undersigned 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.

      2. Section 5(b)(iv) of the Subscription Agreement shall be modified in its
entirety to provide as follows:

            "(iv) 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

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      share that is less than that which is paid by the undersigned herein, 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
      subscribed to at the lesser price per share of such subsequently sold
      securities and (2) the number of the shares subscribed to herein;
      provided, however, that this provision shall not be operative any time the
      price per share of the Company's common stock as reported on the
      Over-the-Counter Bulletin Board quotation system or any national
      securities exchange is below $0.625.

      3. Other than as modified by this Amendment, all other provisions of the
Subscription Agreement not in conflict with this Amendment, shall remain in full
force and effect.

      IN WITNESS THEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.

                                       AFFINITY INTERNATIONAL
                                       TRAVEL SYSTEMS, INC.


                                       BY: /s/ Daniel G. Brandano
                                           -------------------------------------
                                           Daniel G. Brandano
                                           Chief Executive Officer


                                       SCHOEMANN VENTURE CAPITAL, LLC


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