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                                                                    Exhibit 10.4

                             coolsavings.com inc.

                 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                  Article I.
                       Purpose and Adoption of the Plan
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     1.01  Purpose.  The purpose of the coolsavings.com inc. Non-Employee
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Director Stock Option Plan is to attract and retain the services of experienced
and knowledgeable independent directors of coolsavings.com inc. (the "Company")
and to provide an additional incentive for such directors to continue to work
for the best interests of the Company and its stockholders.

     1.02  Adoption and Term. The Plan was approved by the Board on July 13,
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1999, subject to approval of the Company's stockholders on or before July 13,
2000, and will remain in effect until all shares authorized under the terms of
the Plan have been issued, unless earlier terminated or abandoned by action of
the Board.

                                  Article II.
                                  Definitions
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     2.01  Annual Option has the meaning described in Section 5.01(b).

     2.02  Beneficiary means (a) an individual, trust or estate who or which, by
will or by operation of the laws of descent and distribution, succeeds to the
rights and obligations of the Non-Employee Director under the Plan and Option
Agreement upon the Non-Employee Director's death; or (b) an individual, who by
designation of the Non-Employee Director, succeeds to the rights and obligations
of the Non-Employee Director under the Plan and Option Agreement upon the Non-
Employee Director's death.

     2.03  Board means the Board of Directors of the Company.

     2.04  Code means the Internal Revenue Code of 1986, as amended. References
to a section of the Code shall include that section and any comparable section
or sections of any future legislation that amends, supplements or supersedes
that section.

     2.05  Company means coolsavings.com inc., a Michigan corporation.

     2.06  Company Common Stock means the Common Stock of the Company, no par
value.

     2.07  Corporate Transaction means a dissolution or liquidation of the
Company, a sale of all or substantially all of the Company's assets, or a
merger, consolidation or other capital reorganization of the Company with or
into another entity.

     2.08  Date of Grant means (a) for purposes of the Initial Option, the later
of (i) the date this Plan becomes effective under Section 1.02 or (ii) the date
such Optionee first becomes a Non-Employee Director, and (b) for purposes of the
Annual Option, the date of the annual meeting of the Company's stockholders.

     2.09  Director means a member of the Board of Directors of the Company.

     2.10  Employee means any person, including any officer or Director,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.
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     2.11  Exchange Act means the Securities Exchange Act of 1934, as amended.

     2.12  Expiration Date means the date specified in an Option Agreement as
the expiration date of such Award.

     2.13  Fair Market Value means, on any given date, the fair market value of
the Company Common Stock as determined in good faith by the Board; provided,
however, that: (a) if the Company Common Stock is admitted to quotation on the
National Association of Securities Dealers Automated Quotation System ("Nasdaq")
Small-Cap Market on the date the Option is granted, the Fair Market Value means
the average of the highest bid and lowest asked prices of the Company Common
Stock on Nasdaq reported for such date; (b) if the Company Common Stock is
admitted to trading on a national securities exchange or the Nasdaq National
Market on the date the Option is granted, the Fair Market Value means the
closing price reported for the Company Common Stock on such exchange or system
for such date or, if no sales were reported for such date, for the last date
preceding such date for which a sale was reported; and (c) the Fair Market Value
of the Company Common Stock on the effective date of the registration statement
for the Company's initial public offering shall be the initial offering price.

     2.14  Initial Option has the meaning described in Section 5.01(a).

     2.15  Non-Employee Director means a Director who is not an Employee.

     2.16  Non-Qualified Stock Option means a stock option which is not an
Incentive Stock Option as described in Section 422 of the Code.

     2.17  Option means a Non-Qualified Stock Option granted at any time under
the Plan.

     2.18  Option Agreement means a written agreement between the Company and
the optionholder evidencing the grant of an Option and setting forth the terms
and conditions of the Option.

     2.19  Optionee means a Non-Employee Director who receives an Option.

     2.20  Option Shares means a number of shares of Company Common Stock
(rounded down to the nearest whole number) equal to the quotient derived by
dividing $50,000 by the Fair Market Value on the Date of Grant.

     2.21  Parent means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

     2.22  Plan means the coolsavings.com inc. 1999 Non-Employee Director Stock
Option Plan, as described herein and as it may be amended from time to time.

     2.23  Purchase Price, with respect to Options, has the meaning set forth in
Section 5.02.

     2.24  Rule 16b-3 means Rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act, as currently in effect
and as it may be amended from time to time, and any successor rule.

     2.25  Subsidiary means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

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                                 Article III.
              Company Common Stock Issuable Pursuant to the Plan
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     3.01  Shares Issuable.  Shares to be issued under the Plan may be
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authorized and unissued shares or issued shares which have been reacquired by
the Company. Except as provided in Section 3.03, the Options granted under the
Plan shall be limited so that all shares which shall be issued upon the exercise
of outstanding Options granted under the Plan shall never exceed two percent
(2%) of the issued and outstanding shares of Company Common Stock.

     3.02  Shares Subject to Terminated Options.  In the event that any Option
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at any time granted under the Plan shall be surrendered to the Company, be
terminated or expire before it shall have been fully exercised, then all shares
formerly subject to such Option as to which such Option shall not have been
exercised shall be available for any Option subsequently granted in accordance
with the Plan.

     3.03  Adjustments to Reflect Capital Changes.
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           (a)  Recapitalization.  The number and kind of shares subject to
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     outstanding Options, the Purchase Price for such shares, and the number and
     kind of shares available for Options subsequently granted under the Plan
     shall be appropriately adjusted to reflect any stock dividend, stock split,
     reverse stock split, combination or classification of Company Common Stock
     or any other increase or decrease in the number of issued shares of Company
     Common Stock effected without receipt of consideration by the Company;
     provided, however, that conversion of any convertible securities of the
     Company shall not be deemed to have been "effected without receipt of
     consideration." The Board shall have the power to determine the amount of
     the adjustment to be made in each case and the Board's determination in
     that respect shall be final, binding and conclusive. Except as expressly
     provided herein, no issuance by the Company of shares of stock of any
     class, or securities convertible into shares of stock of any class, shall
     affect, and no adjustment by reason thereof shall be made with respect to,
     the number or Purchase Price of shares of Company Common Stock subject to
     an Option.

           (b)  Corporate Transactions. In the event of a Corporate Transaction,
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     outstanding Options may be assumed or equivalent options may be substituted
     by the successor corporation or a Parent or Subsidiary thereof (the
     "Successor Corporation"). If an Option is assumed or substituted for, the
     Option or equivalent option shall continue to be exercisable in accordance
     with this Plan for so long as the Optionee serves as a Director or a
     director of the Successor Corporation. Following such assumption or
     substitution, if the Optionee's status as a Director or director of the
     Successor Corporation, as applicable, is terminated other than upon a
     voluntary resignation by the Optionee, the Option or option shall become
     fully exercisable, including as to shares for which it would not otherwise
     be exercisable. Thereafter, the Option or option shall remain exercisable
     in accordance with Section 5.04.

           If the Successor Corporation does not assume an outstanding Option or
     substitute for it an equivalent option, the Option shall become fully
     vested and exercisable, including as to shares for which it would not
     otherwise be exercisable. In such event, the Board shall notify the
     Optionee that the Option shall be fully exercisable for a period of thirty
     (30) days from the date of such notice, and upon the expiration of such
     period the Option shall terminate.

           For the purposes of this Section 3.03(b), an Option shall be
     considered

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     assumed, if at the time of issuance of the stock or other consideration
     upon such Corporate Transaction, each Optionee would be entitled to receive
     upon exercise of an Option the same number and kind of shares of stock or
     the same amount of property, cash or securities as the Optionee would have
     been entitled to receive upon the occurrence of such transaction if the
     Optionee had been, immediately prior to such transaction, the holder of the
     number of shares of Company Common Stock subject to the Option at such time
     (after giving effect to any adjustments in the number of shares covered by
     the Option as provided for in Section 3.03(a)); provided, however, that if
     such consideration received in the Corporate Transaction is not solely
     common stock of the Successor Corporation, the Board may, with the consent
     of the Successor Corporation, provide for the consideration to be received
     upon exercise of the Option, for each share of Company Common Stock subject
     to the Option, to be solely common stock of the Successor Corporation equal
     in fair market value to the per share consideration received by holders of
     Company Common Stock in the Corporate Transaction.

                                  Article IV.
                                 Participation
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     4.01  Eligible Individuals.  All Non-Employee Directors of the Company
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shall be eligible to receive Options under the Plan.

                                  Article V.
                                 Option Awards
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     5.01  Grant of Options.   All grants of Options to Non-Employee Directors
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under this Plan shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:

           (a)  Initial Options.  On the date that this Plan is adopted by the
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     Board, each Non-Employee Director shall automatically receive a Non-
     Qualified Stock Option to purchase the Option Shares, subject to adjustment
     in accordance with Section 3.03 (the "Initial Option"). Thereafter, each
     Non-Employee Director shall automatically receive the Initial Option on the
     day he or she first becomes a Director. All Options under this Section
     5.01(a) shall be evidenced by an Option Agreement.

           (b)  Annual Options.  Each Non-Employee Director shall automatically
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     receive a Non-Qualified Stock Option to purchase the Option Shares, subject
     to adjustment in accordance with Section 3.03 (the "Annual Option"), on the
     date of each annual meeting of the Company's stockholders occurring after
     the stockholders approve the Plan in accordance with Section 1.02, provided
     he or she is then a Non-Employee Director and, as of such date, he or she
     has served on the Board for at least six (6) months prior to the date of
     such annual meeting. All Options granted under this Section 5.01(b) shall
     be evidenced by an Option Agreement.

     5.02  Purchase Price of Options.  The Purchase Price of each share of
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Company Common Stock which may be purchased upon exercise of an Option granted
under the Plan shall be 100% of the Fair Market Value on the Date of Grant.

     5.03  Vesting of Options.  No Option may be exercised prior to the date one
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(1) year after the Date of Grant but each Option shall be fully (100%)
exercisable from and after the date one (1) year after the Date of Grant.

     5.04  Duration of Options.  Options granted under the Plan shall terminate
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after the first to occur of the following events:

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           (a)  Ten years from the Date of Grant.

           (b)  Three months after the Optionee ceases to be a Director, except
     in the case of death, as described in (c) below.

           (c)  In the event of the death of an Optionee while a Director, the
     right to exercise all unexpired Options shall be accelerated and shall
     accrue as of the date of death, and the Optionee's Options may be exercised
     by his Beneficiary at any time within one year after the date of the
     Optionee's death. In the event of the death of an Optionee within the
     ninety day period after he or she ceases to be a Director, the Optionee's
     Beneficiary may exercise his or her Options, to the extent exercisable on
     the date of death, within one year after the date of the Optionee's death.

     5.05  Exercise Procedures.  Each Option granted under the Plan may be
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exercised by written notice to the Company which must be received by the
Secretary of the Company on or before the Expiration Date of the Option. An
Option may not be exercised for a fraction of a share of Company Common Stock.
The Purchase Price of shares purchased upon exercise of an Option granted under
the Plan shall be paid by the Optionee at the time of exercise in the form of
(a) cash, (b) check, (c) other shares which (i) have been owned by the Optionee
for more than six (6) months on the date of surrender and (ii) have a Fair
Market Value on the date of surrender equal to the aggregate Purchase Price of
shares purchased upon exercise of the Option, (d) consideration received by the
Company under a cashless exercise program implemented by the Company in
connection with the Plan, (e) any combination of the foregoing methods of
payment, and/or (f) any other consideration or method of payment as shall be
permitted under applicable corporate law.

     5.06  Rights as a Stockholder.  The Optionee or any transferee of an Option
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pursuant to Section 5.04(c) or Section 5.09 shall have no rights as a
stockholder with respect to any shares of Company Common Stock covered by an
Option until the Optionee or transferee shall have become the holder of record
of any such shares, and no adjustment shall be made for dividends and cash or
other property or distributions or other rights with respect to any such shares
of Company Common Stock for which the record date is prior to the date on which
the Optionee or a transferee of the Option shall have become the holder of
record of any such shares covered by the Option.

     5.07  Plan Provisions Control Option Terms.  The terms of the Plan shall
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govern all Options granted under the Plan. In the event any provision of any
Option granted under the Plan shall conflict with any term in the Plan as
constituted on the Date of Grant of such Option, the term in the Plan as
constituted on the Date of Grant of such Option shall control. Except as
provided in Section 3.03, (i) the terms of any Option granted under the Plan may
not be changed after the granting of such Option without the express approval of
the Optionee and (ii) no modification may be made to an Option granted under the
Plan except in compliance with Rule 16b-3.

     5.08  Taxes.  The Company shall be entitled, if the Company deems it
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necessary or desirable, to withhold (or secure payment from the Non-Employee
Director in lieu of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to any shares
issuable upon exercise of an Option, and the Company may defer issuance of the
stock upon exercise unless indemnified to its satisfaction against any liability
for such tax.

     5.09  Limitations on Transfer.  An Optionee's rights and interest under the
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Plan may not be assigned or transferred other than by will or the laws of
descent and distribution.

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Notwithstanding the foregoing, or any other provision of this Plan, an Optionee
may transfer Options to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more of
these individuals. Options so transferred may thereafter be transferred only to
the Optionee who originally received the Options or to an individual or trust to
whom the Optionee could have initially transferred the Option pursuant to this
Section 5.09. Options which are transferred pursuant to this Section 5.09 shall
be exercisable by the transferee according to the same terms and conditions as
applied to the Optionee.

     5.10  Suspension or Termination of Option.  If the Chief Executive Officer
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or his or her designee reasonably believes that an Optionee has committed an act
of misconduct, such officer may suspend the Optionee's right to exercise any
Option pending a determination by the Board (excluding the Non-Employee Director
accused of such misconduct). If the Board (excluding the Non-Employee Director
accused of such misconduct) determines an Optionee has committed an act of
embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the
Company, breach of fiduciary duty or deliberate disregard of the Company rules
resulting in loss, damage or injury to the Company, or if an Optionee makes an
unauthorized disclosure of any Company trade secret or confidential information,
fails to attend at least 50% of all Board meetings, engages in any conduct
constituting unfair competition or induces any Company customer to breach a
contract with the Company, neither the Optionee nor any Beneficiary shall be
entitled to exercise any Option whatsoever. In making such determination, the
Board (excluding the Non-Employee Director accused of such misconduct) shall act
fairly and shall give the Optionee an opportunity to appear and present evidence
on such Optionee's behalf at a hearing before the Board or a committee thereof.

                                  Article VI.
                              General Provisions
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     6.01  Amendment and Termination of Plan.
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           (a)  Amendment.  The Board shall have complete power and authority to
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     amend the Plan at any time as it deems necessary or appropriate and no
     approval by the stockholders of the Company or by any other person,
     committee or entity of any kind shall be required to make any amendment;
     provided, however, that the Board shall not, without the requisite
     affirmative approval of stockholders of the Company, make any amendment
     which requires stockholder approval under any applicable law, including
     Rule 16b-3 or the Code, unless such compliance, if discretionary, is no
     longer desired. No termination or amendment of the Plan may, without the
     consent of the Non-Employee Director to whom any Option shall theretofore
     have been granted under the Plan, adversely affect the right of such
     individual under such Option. For the purposes of this section, an
     amendment to the Plan shall be deemed to have the affirmative approval of
     the stockholders of the Company if such amendment shall have been submitted
     for a vote by the stockholders at a duly called meeting of such
     stockholders at which a quorum was present and the majority of votes cast
     with respect to such amendment at such meeting shall have been cast in
     favor of such amendment, or if the holders of outstanding stock having not
     less than a majority of the outstanding shares consent to such amendment in
     writing in the manner provided under the Company's bylaws.

           (b)  Termination.  The Board shall have the right and the power to
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     terminate the Plan at any time. If the Plan is not earlier terminated, the
     Plan shall terminate when all shares authorized under the Plan have been
     issued. No Option shall be granted under the Plan after the termination of
     the Plan, but the termination of the Plan shall not have any other effect
     and any Option outstanding at the time of the termination of the Plan may
     be exercised after termination of the Plan at any time prior to the
     expiration date of such Option to the same extent such award would have
     been exercisable if the Plan had

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     not been terminated.

     6.02  No Right To Continue as Director.  Neither the Plan nor any action
           --------------------------------
taken hereunder shall be construed as giving any Non-Employee Director any right
to be retained as a Director, or to limit in any way the right of the
stockholders of the Company to remove such person as a Director.

     6.03  Securities Law Restrictions.  The shares of Company Common Stock
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issuable pursuant to the terms of any Options granted under the Plan may not be
issued by the Company without registration or qualification of such shares under
the Securities Act of 1933, as amended, or under various state securities laws
or without an exemption from such registration requirements. Unless the shares
to be issued under the Plan have been registered and/or qualified as
appropriate, the Company shall be under no obligation to issue shares of Company
Common Stock upon exercise of an Option unless and until such time as there is
an appropriate exemption available from the registration or qualification
requirements of federal or state law as determined by the Company in its sole
discretion. The Company may require any person who is granted an award hereunder
to agree with the Company to represent and agree in writing that if such shares
are issuable under an exemption from registration requirements, the shares will
be "restricted" securities which may be resold only in compliance with
applicable securities laws, and that such person is acquiring the shares issued
upon exercise of the Option for investment, and not with the view toward
distribution.

     6.04  General Restriction.  Notwithstanding anything to the contrary
           -------------------
herein, the Company shall have no obligation or liability to deliver any shares
of Company Common Stock under the Plan or to make any other distribution of
benefits under the Plan unless such delivery or distribution would comply with
all applicable laws, rules and regulations, including, without limitation, the
Securities Act of 1933, as amended, and the Exchange Act.

     6.05  Non-Exclusivity of the Plan.  Neither the adoption of the Plan by the
           ---------------------------
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock or stock options otherwise
than under the Plan.

     6.06  Captions. The captions (i.e., all section headings) used in the Plan
           --------
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan,
and all provisions of the Plan shall be construed as if no captions have been
used in the Plan.

     6.07  Severability.  Whenever possible, each provision in the Plan and
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every Option at any time granted under the Plan shall be interpreted in such a
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Option at any time granted under the Plan shall remain
in full force and effect.

     6.08  Choice of Law.  All determinations made and actions taken pursuant to
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the Plan shall be governed by the laws of Michigan and construed in accordance
therewith.

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