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                                  Exhibit 4.15

                   AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.
                             100 Second Avenue South
                                  Suite 1100 S
                          St. Petersburg, Florida 33701

January 26, 2000

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

      RE:   Termination of Terms and Conditions of Such Agreements by and
            between Affinity International Travel Systems, Inc.
            and Schoemann Venture Capital, L.L.C.

Dear Rodney:

      Thank you for participating in our recent telephone conferences regarding
the proposed termination and waiver of certain agreements by and between
Affinity International Travel Systems, Inc. ("AFFT") and Schoemann Venture
Capital, L.L.C. ("SVC") and the agreement as to certain other terms and
conditions as more fully set forth hereinafter.

      As we discussed, both AFFT and SVC desire to terminate all rights of SVC,
all obligations and duties of each of SVC and AFFT, and all other terms and
conditions of the agreements as set forth herein for the mutual benefit of all
parties involved. As such, this letter, with your consent, evidenced by your
execution of this letter where indicated below, as of the date hereof, will
terminate all terms and conditions of such agreements. Notwithstanding the
foregoing, nothing contained herein shall have the effect of terminating,
altering or modifying the subscription for shares of common stock of AFFT by SVC
or the acceptance thereof by AFFT. Additionally, AFFT will issue to SVC warrants
and will amend previously issued warrants to purchase common stock of AFFT, as
set forth more fully on Schedule A attached hereto and made a part hereof.

      From and after the date hereof, all provisions of the following agreements
will be null and void:

      1. That certain Subscription Agreement by and between AFFT and SVC dated
January 15, 1999, as amended January 31, 1999, pursuant to which SVC subscribed
for a convertible note in the principal amount of $222,000;

      2. That certain Subscription Agreement by and between AFFT and SVC dated
April 23, 1999, pursuant to which SVC subscribed for a convertible note in the
principal amount of $1,000,000;


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      3. That certain Subscription Agreement by and between AFFT and SVC dated
June 10, 1999, pursuant to which SVC subscribed for a convertible note in the
principal amount of $1,000,000;

      4. That certain Subscription Agreement by and between AFFT and SVC dated
December 20, 1999, pursuant to which SVC subscribed for 714,286 shares of AFFT;

      5. That certain Warrant Subscription Agreement by and between AFFT and SVC
dated January 15, 1999, pursuant to which SVC subscribed for warrants to
purchase 250,000 shares of AFFT;

      6. That certain Warrant Subscription Agreement by and between AFFT and SVC
dated April 23, 1999, pursuant to which SVC subscribed for warrants to purchase
750,000 shares of AFFT;

      7. That certain Warrant Subscription Agreement by and between AFFT and SVC
dated June 10, 1999, pursuant to which SVC subscribed for warrants to purchase
2,750,000 shares of AFFT;

      8. That certain Consulting Agreement by and between AFFT and SVC dated
April 23, 1999, as amended June 1, 1999, pursuant to which SVC received warrants
to purchase 750,000 shares of AFFT; and

      The aforementioned agreements are hereinafter collectively referred to as
the "Agreements".

      All rights, obligations and duties of each of SVC and AFFT, as well as any
person or entity acting on behalf of, or any transferee or assignee of either
AFFT or SVC, contained in the Agreements shall null and void and of no further
effect, including, but not limited to, those provisions relating to use of
proceeds, right of first refusal in connection with future financings by AFFT,
registration of shares, whether by demand or otherwise, sales of additional
investor shares, co-sale rights, stock splits and put rights.

      As consideration for the waiver and termination of the rights afforded to
SVC in the Agreements, AFFT hereby agrees and covenants to the following:

      A. AFFT will file, and will use its best efforts to cause to become
effective a registration statement under the Securities Act of 1933, as amended
(the "Act") registering all shares of common stock owned and/or purchased by,
and all shares underlying all warrants purchased and/or granted and/or issued in
all transactions involving, SVC or GCD Investments, LLC ("GCD") (regardless of
the present holder of record or otherwise) provided that all stockholders whose
shares are to be registered complete and provide AFFT with a selling stockholder
questionnaire.


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      B. SVC will earn, and AFFT will pay, a commission equal to five percent
(5%) of the gross investment proceeds received by AFFT (i) from investors
introduced to AFFT by SVC and with whom AFFT has no prior relationship, or (ii)
in a transaction in which SVC's efforts were instrumental in negotiating and
closing on behalf of AFFT, or (iii) in a transaction in which James E. Hicks' or
J. Edgar Capital's efforts were instrumental in negotiating and closing on
behalf of AFFT. Such payment will be paid to SVC within ten (10) business days
from receipt of such investment proceeds by AFFT. Within two (2) business days
after the receipt of investment proceeds received pursuant to subsection (iii)
above, AFFT will provide notice to SVC by facsimile or overnight courier of the
receipt of such proceeds. If such payment is not received within such ten (10)
business day time period, the outstanding amount will accrue simple interest at
the rate of five percent (5%) per annum based on a 360-day year; provided,
however, that acceptance of such interest shall in no way constitute a waiver of
any other rights that SVC may have hereunder or at law.

      C. AFFT will pay SVC a consulting fee in the amount of $13,333.32 per
month until a registration statement under the Act covering (i) all shares of
common stock originally purchased by SVC and GCD that are specifically
identified in a selling stockholder questionnaire to be completed by the selling
stockholder and provided to AFFT, and (ii) all shares of common stock underlying
all warrants purchased by, issued to or granted to SVC and/or GCD is declared
effective by the United States Securities and Exchange Commission ("SEC"). Such
payment must be received by SVC within five (5) business days of the first (1st)
day of each month. If such payment is not received within such time period, the
outstanding amount will accrue simple interest at the rate of five percent (5%)
per annum based on a 360-day year. It is acknowledged that a payment was due and
payable to SVC on February 1, 2000 which payment is currently outstanding and
next consulting payment is due and payable on March 1, 2000.

      D. Beginning on February 25, 2000 and until the effective date of the
aforementioned registration statement, AFFT will maintain adequate current
public information in satisfaction of the requirements for resales of restricted
stock pursuant to Rule 144 under the Act ("Rule 144") and Rule 15c-2(11) 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. Additionally, if it becomes necessary for SVC or GCD or any
recipient of any shares of common stock of AFFT from either SVC of GCD to
utilize Rule 144 for a resale of such common stock, AFFT will cause its legal
counsel to promptly provide the necessary opinion to the transfer agent for
AFFT, but in no event later than ten (10) business days from the provision of
all required documents to such counsel, allowing such resale in reliance on Rule
144. Notwithstanding the foregoing sentence, such legal counsel will not be
required to issue any such opinion if it has determined in good faith that Rule
144 is not available for the contemplated resale.

      E. AFFT will promptly pay all reasonable legal fees, costs and expenses of
SVC incurred in connection with the transactions contemplated hereby and/or
referred to herein (including expenses (exclusive of underwriting discounts and
commissions) in connection with the registration of the shares to be registered
pursuant to Paragraph A above).


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      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 the agreement
contained herein by the party that so refused or failed to consummate the
transactions contemplated hereby. In any action to enforce the terms hereof, the
successful party shall be entitled to recover its reasonable attorneys' fees,
costs and expenses from the party who refused or failed to perform this
Agreement.

      Nothing in this letter nor any provisions hereof shall be modified,
changed, discharged or terminated except by an instrument in writing, signed by
both parties.

      Subject to compliance with applicable securities laws, the provisions of
this agreement may be specifically assigned, transferred, pledged, encumbered,
mortgaged or otherwise alienated by SVC, and AFFT shall be bound by the terms
hereof to such assignee or transferee.

      The consummation of the transactions contemplated herein is conditioned on
the receipt of all necessary approvals of the board of directors of AFFT.

      It is specifically agreed that this letter 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.

      If you agree with the foregoing, please execute this letter where
indicated below to evidence your (i) consent to terminate the Agreements and
(ii) acceptance of the terms and conditions as contained herein.


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                                          AFFINITY INTERNATIONAL
                                          TRAVEL SYSTEMS, INC.


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

      Consented to and accepted this 26th day of January, 2000.

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


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


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                                   SCHEDULE A

                                    WARRANTS

            Effective Date of
            Original Issuance       No. of Warrants         Exercise Price
            -----------------       ---------------         (as amended)

1.          January 15, 1999        250,000                 $0.25

2.          April 23, 1999          750,000                 $0.25

3.          June 1, 1999            750,000                 $0.25

4.          June 10, 1999           2,750,000               $0.25

5.          December 20, 1999       1,950,000               $0.25


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