LEISURE TRAVEL GROUP, INC.
                             2000 STOCK OPTION PLAN

                                  INTRODUCTION

     Leisure Travel Group, Inc., a Delaware corporation (hereinafter referred to
as the "Corporation"), hereby establishes an incentive compensation plan to be
known as the "LEISURE TRAVEL GROUP, INC. 2000 STOCK OPTION PLAN" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of Non-Qualified Stock Options and Incentive Stock Options.

     The Plan shall become effective on February 23, 2000. However, it shall be
rendered null and void and have no effect, and all Options granted hereunder
shall be canceled, if the Plan is not approved by a majority vote of the
Corporation's stockholders within twelve (12) months of the date the Plan is
adopted by the Corporation's Board of Directors.

     The purpose of the Plan is to promote the success and enhance the value of
the Corporation by linking the personal interests of Optionees to those of the
Corporation's stockholders by providing Optionees with an incentive for
outstanding performance. The Plan is further intended to assist the Corporation
in its ability to motivate, and retain the services of, Optionees upon whose
judgment, interest and special effort the successful conduct of its and its
subsidiaries' operations is largely dependent.


<PAGE>

                                        I
                                   DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as follows
unless the context clearly indicates otherwise:

     (a) "Award Agreement" shall mean the written agreement, executed by an
appropriate officer of the Corporation, pursuant to which an Option is granted.

     (b) "Board of Directors" shall mean the Board of Directors of the
Corporation.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.

     (d) "Committee" shall mean the Board of Directors or any committee of two
or more persons designated by the Board of Directors to perform the functions of
the Committee hereunder.

     (e) "Common Stock" shall mean the common stock of the Corporation as
authorized from time to time.

     (f) "Consultant" shall mean an individual who is in a Consulting
Relationship with the Corporation or any Parent or Subsidiary.

     (g) "Consulting Relationship" shall mean the relationship that exists
between an individual and the Corporation (or any Parent or Subsidiary) if (i)
such individual or (ii) any entity of which such individual is an executive
officer or owns a substantial equity interest has entered into a written
consulting contract with the Corporation or any Parent or Subsidiary.

     (h) "Corporation" shall mean Leisure Travel Group, Inc., a Delaware
corporation.

     (i) "Disability" shall have the same meaning as the term "permanent and
total disability" under Section 22(e)(3) of the Code.

     (j) "Employee" shall mean a common law employee of the Corporation or of
any Parent or Subsidiary.

     (k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

     (l) "Executive" means an employee of the Corporation or of any Parent or
Subsidiary whose compensation is subject to the deduction limitations set forth
under Code Section 162(m).

                                      -2-

<PAGE>

     (m) "Fair Market Value" of the Corporation's Common Stock on a Trading Day
shall mean the last reported sale price for Common Stock or, in case no such
reported sale takes place on such Trading Day, the average of the closing bid
and asked prices for the Common Stock for such Trading Day, in either case on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or if the Common Stock is not listed or admitted to
trading on any national securities exchange, but is traded in the
over-the-counter market, the closing sale price of the Common Stock or, if no
sale is publicly reported, the average of the closing bid and asked quotations
for the Common Stock, as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or any comparable system or, if
the Common Stock is not listed on NASDAQ or a comparable system, the closing
sale price of the Common Stock or, if no sale is publicly reported, the average
of the closing bid and asked prices, as furnished by two members of the National
Association of Securities Dealers, Inc. who make a market in the Common Stock
selected from time to time by the Corporation for that purpose. In addition, for
purposes of this definition, a "Trading Day" shall mean, if the Common Stock is
listed on any national securities exchange, a business day during which such
exchange was open for trading and at least one trade of Common Stock was
effected on such exchange on such business day, or, if the Common Stock is not
listed on any national securities exchange but is traded in the over-the-counter
market, a business day during which the over-the-counter market was open for
trading and at least one "eligible dealer" quoted both a bid and asked price for
the Common Stock. An "eligible dealer" for any day shall include any
broker-dealer who quoted both a bid and asked price for such day, but shall not
include any broker-dealer who quoted only a bid or only an asked price for such
day. In the event the Corporation's Common Stock is not publicly traded, the
Fair Market Value of such Common Stock shall be determined by the Committee in
good faith.

     (n) "Good Cause" shall, with respect to any Optionee, have the equivalent
meaning (or the same meaning as "cause" or "for cause") set forth in any
employment agreement between the Optionee and the Corporation or Parent or
Subsidiary or, in the absence of any such agreement, such term shall mean (i)
the Optionee's willful or gross misconduct or willful or gross negligence in the
performance of his duties for the Corporation or for any Parent or Subsidiary
after prior written notice of such misconduct or negligence and the continuance
thereof for a period of 30 days after receipt by such Optionee of such notice,
(ii) the Optionee's intentional or habitual neglect of his duties for the
Corporation or for any Parent or Subsidiary after prior written notice of such
neglect, (iii) the Optionee's theft or misappropriation of funds or other
property of the Corporation or of any Parent or Subsidiary, fraud, criminal
misconduct, breach of fiduciary duty or dishonesty in the performance of his
duties on behalf of the Corporation or any Parent or Subsidiary or commission of
a felony, or crime of moral turpitude or any other conduct reflecting adversely
upon the Corporation or any Parent or Subsidiary, (iv) the Optionee's violation
of any covenant not to compete or not to disclose confidential information with
respect to the Corporation or any Parent or Subsidiary or (v) the direct or
indirect breach by the Optionee of the terms of a consulting contract with the
Corporation or any Parent or Subsidiary.

     (o) "Good Reason" shall, with respect to any Optionee, have the equivalent
meaning set forth in any employment agreement between the Optionee and the
Corporation or any Parent or Subsidiary or, in the absence of any such
agreement, the meaning, if any, that may be set forth in the applicable Option
granted to such Optionee.

                                      -3-

<PAGE>

     (p) "Incentive Stock Option" shall mean a stock option satisfying the
requirements for tax-favored treatment under Section 422 of the Code.

     (q) "Non-Qualified Option" shall mean a stock option which does not satisfy
the requirements for, or which is not intended to be eligible for, tax-favored
treatment under Section 422 of the Code.

     (r) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option granted pursuant to the provisions of Section VI hereof.

     (s) "Optionee" shall mean an individual who is granted an Option under the
terms of the Plan.

     (t) "Outside Directors" shall mean members of the Board of Directors of the
Corporation who are classified as "outside directors" under Section 162(m) of
the Code.

     (u) "Parent" shall mean a parent corporation of the Corporation within the
meaning of Section 424(e) of the Code.

     (v) "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

     (w) "Subsidiary" shall mean a subsidiary corporation of the Corporation
within the meaning of Section 424(f) of the Code.

     (x) "Termination of Consulting Relationship" shall mean the cessation,
abridgment or termination of a Consultant's Consulting Relationship with the
Corporation or any Parent or Subsidiary as a result of (i) the Consultant's
death or Disability, (ii) the cancellation, annulment, expiration, termination
or breach of the written consulting contract between the Corporation (or any
Parent or Subsidiary) and the Consultant (or any other entity) giving rise to
the Consulting Relationship or (iii) if the written consulting contract is not
directly between the Corporation (or any Parent or Subsidiary) and the
Consultant, the Consultant's termination of service with, or sale of all or
substantially all of his equity interest in, the entity which has entered into
the written consulting contract with the Corporation, Parent or Subsidiary.

                                      -4-

<PAGE>

                                       II
                                 ADMINISTRATION

     The Plan shall be administered by the Committee, which shall be composed of
the entire Board of Directors or of two or more Non-Employee Directors, as
defined in Rule 16b-3(b)(3) promulgated under the Exchange Act (to the extent
Section 16 of the Exchange Act is applicable to Options granted hereunder) and
who also qualify as "Outside Directors" (but only with respect to the period
during which Options granted hereunder are subject to the deduction limitations
of Section 162(m) of the Code). Subject to the provisions of the Plan, the
Committee may establish from time to time such regulations, provisions,
proceedings and conditions of awards which, in its sole opinion, may be
advisable in the administration of the Plan. A majority of the Committee shall
constitute a quorum, and, subject to the provisions of Section V of the Plan,
the acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all of the members of the Committee,
shall be the acts of the Committee as a whole.

                                      -5-

<PAGE>

                                      III
                                SHARES AVAILABLE

     Subject to the adjustments provided in Section VII of the Plan, the
aggregate number of shares of the Common Stock which may be granted for all
purposes under the Plan shall be 1,000,0000 shares. Shares of Common Stock
underlying awards of securities (derivative or not) shall be counted against the
limitation set forth in the immediately preceding sentence and may be reused to
the extent that the related Option to any individual is settled in cash,
expires, is terminated unexercised, or is forfeited. Common Stock granted to
satisfy Options under the Plan may be authorized and unissued shares of the
Common Stock, issued shares of such Common Stock held in the Corporation's
treasury or shares of Common Stock acquired on the open market.

                                      -6-

<PAGE>

                                       IV
                                   ELIGIBILITY

     Officers and key employees of the Corporation (or of any Parent or
Subsidiary) who are Employees, and Consultants, and directors of the Corporation
or of any Parent or Subsidiary, shall be eligible to participate in the Plan.
Where appropriate under the Plan, directors who are not Employees shall be
referred to as "employees" and their service as directors as "employment".

                                      -7-

<PAGE>

                                       V
                             AUTHORITY OF COMMITTEE

     The Plan shall be administered by, or under the direction of, the
Committee, which shall administer the Plan so as to comply at all times with
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder, to the extent such compliance is required, and shall otherwise have
plenary authority to interpret the Plan and to make all determinations specified
in or permitted by the Plan or deemed necessary or desirable for its
administration or for the conduct of the Committee's business. All
interpretations and determinations of the Committee may be made on an individual
or group basis and shall be final, conclusive and binding on all interested
parties. Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine the persons to whom Options shall be
granted, the times when such Options shall be granted, the number of Options,
the exercise price of each Option, the period(s) during which an Option shall be
exercisable (whether in whole or in part), the restrictions to be applicable to
Options and the other terms and provisions thereof (which need not be
identical). In addition, the authority of the Committee shall include, without
limitation, the following:

     (a) Financing. The arrangement of temporary financing for an Optionee by
registered broker-dealers, under the rules and regulations of the Federal
Reserve Board, for the purpose of assisting an Optionee in the exercise of an
Option, such authority to include the payment by the Corporation of the
commissions of the broker-dealer;

     (b) Procedures for Exercise of Option. The establishment of procedures for
an Optionee (i) to exercise an Option by payment of cash, (ii) to have withheld
from the total number of shares of Common Stock to be acquired upon the exercise
of an Option that number of shares having a Fair Market Value, which, together
with such cash as shall be paid in respect of fractional shares, shall equal the
Option exercise price of the total number of shares of Common Stock to be
acquired, (iii) to exercise all or a portion of an Option by delivering that
number of shares of Common Stock already owned by him having a Fair Market Value
which shall equal the Option exercise price for the portion exercised and, in
cases where an Option is not exercised in its entirety, and subject to the
requirements of the Code, to permit the Optionee to deliver the shares of Common
Stock thus acquired by him in payment of shares of Common Stock to be received
pursuant to the exercise of additional portions of such Option, the effect of
which shall be that an Optionee can in sequence utilize such newly acquired
shares of Common Stock in payment of the exercise price of the entire Option,
together with such cash as shall be paid in respect of fractional shares and
(iv) to engage in any form of "cashless" exercise. The Committee may, in its
sole discretion, require that an exercise described under any one or more of the
methods described under clauses (ii), (iii) or (iv) of the immediately preceding
sentence (to the extent such exercise is, or is deemed to constitute, an
exercise effected by the tendering of Common Stock) be consummated with Common
Stock (i) held by the Optionee for at least six (6) months or (ii) acquired by
the Optionee other than under the Plan or a similar program.

     (c) Withholding. The establishment of a procedure whereby a number of
shares of Common Stock may be withheld from the total number of shares of Common
Stock to be issued upon exercise of an Option or for the tender of shares of
Common Stock owned by any Optionee to meet any obligation of withholding for
taxes incurred by the Optionee upon such exercise. The Committee may, in its
sole discretion, require that if any such withholding is effected by the
tendering of Common Stock, such withholding shall be consummated with Common
Stock (i) held by the Optionee for at least six (6) months or (ii) acquired by
the Optionee other than under the Plan or a similar program.

                                      -8-

<PAGE>

                                       VI
                                  STOCK OPTIONS

     The Committee shall have the authority, in its discretion, to grant
Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both
types of Options. Notwithstanding anything contained herein to the contrary, an
Incentive Stock Option may be granted only to common law employees of the
Corporation or of any Parent or Subsidiary now existing or hereafter formed or
acquired, and not to any director or officer who is not also such a common law
employee. In order for an Option grant to satisfy the "performance-based
compensation" exemption to the deduction limitation under Code Section 162(m),
the maximum number of shares of Common Stock subject to Options which may be
granted to any single Executive during any one calendar year, beginning with the
year grants under the Plan first become subject to such deduction limitations,
is [NUMBER]. The terms and conditions of the Options shall be determined from
time to time by the Committee; provided, however, that the Options granted under
the Plan shall be subject to the following:

     (a) Exercise Price. The Committee shall establish the exercise price at the
time any Option is granted at such amount as the Committee shall determine;
provided, however, that the exercise price for each share of Common Stock
purchasable under any Option which is intended to satisfy the performance-based
compensation exemption to the deduction limitation under Section 162(m) of the
Code or any Incentive Stock Option granted hereunder shall be such amount as the
Committee shall, in its best judgment, determine to be not less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock at the date
the Option is granted; and provided, further, that in the case of an Incentive
Stock Option granted to a person who, at the time such Incentive Stock Option is
granted, owns shares of stock of the Corporation or of any Parent or Subsidiary
which possess more than ten percent (10%) of the total combined voting power of
all classes of shares of stock of the Corporation or of any Parent or
Subsidiary, the exercise price for each share of Common Stock shall be such
amount as the Committee, in its best judgment, shall determine to be not less
than one hundred ten percent (110%) of the Fair Market Value per share of Common
Stock at the date the Option is granted. The exercise price will be subject to
adjustment in accordance with the provisions of Section VII of the Plan.

     (b) Payment of Exercise Price. The exercise price per share of Common Stock
with respect to each Option shall be payable at the time the Option is
exercised. Such price shall be payable in cash or pursuant to any of the other
methods set forth in Sections V(a) or (b) hereof, as determined by the
Committee. Shares of Common Stock delivered to the Corporation in payment of the
exercise price shall be valued at the Fair Market Value of the Common Stock on
the date preceding the date of the exercise of the Option.

     (c) Exercisability of Options. Except as provided in Section VI(e) hereof,
each Option shall be exercisable in whole or in installments, and at such
time(s), and subject to the fulfillment of any conditions on, and to any
limitations on, exercisability as may be determined by the Committee at the time
of the grant of such Options. The right to purchase shares of Common Stock shall
be cumulative so that when the right to purchase any shares of Common Stock has
accrued such shares of Common Stock or any part thereof may be purchased at any
time thereafter until the expiration or termination of the Option.

                                      -9-

<PAGE>

     (d) Expiration of Options. No Incentive Stock Option by its terms shall be
exercisable after the expiration of ten (10) years from the date of grant of the
Option; provided, however, in the case of an Incentive Stock Option granted to a
person who, at the time such Option is granted, owns shares of stock of the
Corporation or of any Parent or Subsidiary possessing more than ten percent
(10%) of the total combined voting power of all classes of shares of stock of
the Corporation or of any Parent or Subsidiary, such Option shall not be
exercisable after the expiration of five (5) years from the date such Option is
granted.

     (e) Exercise Upon Optionee's Termination of Employment or Termination of
Consulting Relationship. If the employment of an Optionee by the Corporation or
by any Parent or Subsidiary is terminated for any reason, any Incentive Stock
Option granted to such Optionee may not be exercised later than three (3) months
(one (1) year in the case of termination due to death or Disability) after the
date of such termination of employment. For purposes of determining whether any
Optionee has incurred a termination of employment (or a Termination of
Consulting Relationship), an Optionee who is both an employee (or a Consultant)
and a director of the Corporation and/or any Parent or Subsidiary shall (with
respect to any Non-Qualified Option that may have been granted to him) be
considered to have incurred a termination of employment (or a Termination of
Consulting Relationship) only upon his termination of service both as an
employee (or as a Consultant) and as a director. Furthermore, (i) if an
Optionee's employment (or Consulting Relationship) is terminated by the
Corporation or by any Parent or Subsidiary for Good Cause or (ii) if an Optionee
voluntarily terminates his employment other than for Good Reason or Disability
or without the written consent of the Committee (or incurs a voluntary
Termination of Consulting Relationship other than for Disability), regardless of
whether such Optionee continues to serve as a director of the Corporation or of
any Parent or Subsidiary, then the Optionee shall, at the time of such
termination of employment (or Termination of Consulting Relationship), forfeit
his rights to exercise any and all of the outstanding Option(s) theretofore
granted to him.

     (f) Maximum Amount of Incentive Stock Options. Each Option under which
Incentive Stock Options are granted shall provide that to the extent the sum of
(i) the Fair Market Value of the shares of Common Stock (determined as of the
time of the grant of the Option) subject to such Incentive Stock Option plus
(ii) the fair market values (determined as of the date(s) of grant of the
option(s)) of all other shares of Common Stock subject to incentive stock
options granted to an Optionee by the Corporation or any Parent or Subsidiary,
which are exercisable for the first time by any person during any calendar year,
exceed(s) One Hundred Thousand Dollars ($100,000), such excess shares of Common
Stock shall not be deemed to be purchasable pursuant to Incentive Stock Options.
The terms of the immediately preceding sentence shall be applied by taking all
options, whether or not granted under the Plan, into account in the order in
which they are granted.

                                      -10-

<PAGE>

     (g) Dividend Equivalents for Outstanding Options. The Committee may, in its
sole discretion, provide that amounts equivalent to dividends shall be payable
with respect to one or more shares of Common Stock subject to vested but
unexercised Option(s) granted to an Optionee. Subject to the terms contained in
the appropriate Option, dividend equivalents related to an Optionee's Options(s)
shall be credited to a suspense account (and remain the property of the
Corporation) at such times (and in such amounts) as are dividends payable to the
then shareholders of record of the Corporation's Common Stock. Dividend
equivalents shall be payable to the Optionee in cash or in Common Stock, as set
forth under the terms of the Option, if and at such time as the related
Option(s) are exercised.

     (h) Reload Options. (i) Concurrently with the award of an Option (for these
purposes, the "Primary Option") to an Optionee, the Committee may, in its sole
discretion, authorize the award of an additional Option or Options (hereinafter
referred to as "Reload Options") to such Optionee providing for the purchase of
shares of Common Stock in an amount equal to the sum of:

               (A) the number of shares of Common Stock, if any, used to
          exercise the Primary Option; and

               (B) to the extent authorized by the Committee, the number of
          shares of Common Stock used to satisfy any tax withholding requirement
          related to the exercise of the Primary Option.

     For purposes of this subsection (h), upon its exercise a Reload Option
     shall be treated as a Primary Option.

          (ii) The grant of a Reload Option will become effective upon the
     exercise of the Primary Option. At the discretion of the Committee, a
     Reload Option may be an Incentive Stock Option.

          (iii) To the extent that the exercise of any Option will result in the
     award of a Reload Option, the Award Agreement under which such Option is
     granted must provide that the exercise of such Primary Option will result
     in the award of a related Reload Option, which will be evidenced under a
     separate Award Agreement. The terms of such Award Agreement shall include,
     among other items, provisions providing that (A) the exercise price per
     share of Common Stock available for purchase under the Reload Option shall
     be no less than 100% of the Fair Market Value of such Common Stock on the
     date the Reload Option is granted and (B) the term of the Reload Option
     shall not extend beyond the remaining term of the Primary Option.

          (iv) Notwithstanding the above, no Reload Option will be granted
     pursuant to the exercise of a Primary Option if such exercise occurs after
     the termination of the Optionee's employment with the Corporation and each
     Parent or Subsidiary.

                                      -11-

<PAGE>

                                      VII
                         ADJUSTMENT OF SHARES; MERGER OR
                     CONSOLIDATION, ETC. OF THE CORPORATION

     (a) Recapitalization, Etc. In the event there is any change in the
outstanding Common Stock of the Corporation by reason of any reorganization,
recapitalization, stock split, stock dividend, combination of shares or
otherwise, there shall be substituted for or added to each share of Common Stock
theretofore appropriated or thereafter subject, or which may become subject, to
any Option, the number and kind of shares of stock or other securities into
which each outstanding share of Common Stock shall be so changed or for which
each such share shall be exchanged, or to which each such share shall be
entitled, as the case may be, and the per share price thereof also shall be
appropriately adjusted. Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code and (ii) in no event shall any adjustment be made which would
render any Incentive Stock Option granted hereunder to be other than an
incentive stock option for purposes of Section 422 of the Code.

     (b) Merger, Consolidation or Change in Control of Corporation. Upon (i) the
merger or consolidation of the Corporation with or into another corporation
(pursuant to which the stockholders of the Corporation immediately prior to such
merger or consolidation will not, as of the date of such merger or
consolidation, own a beneficial interest in shares of voting securities of the
corporation surviving such merger or consolidation having at least a majority of
the combined voting power of such corporation's then outstanding securities), if
the agreement of merger or consolidation does not provide for (1) the
continuance of the Options granted hereunder or (2) the substitution of new
options for Options granted hereunder, or for the assumption of such Options by
the surviving corporation, (ii) the dissolution, liquidation, or sale of all or
substantially all the assets of the Corporation to a person unrelated to the
Corporation or to a direct or indirect owner of a majority of the voting power
of the Corporation's then outstanding voting securities (such sale of assets
being referred to as an "Asset Sale") or (iii) the Change in Control of the
Corporation, then the holder of any such Option theretofore granted and still
outstanding (and not otherwise expired) shall have the right immediately prior
to the effective date of such merger, consolidation, dissolution, liquidation,
Asset Sale or Change in Control of the Corporation to exercise such Option(s) in
whole or in part without regard to any installment provision that may have been
made part of the terms and conditions of such Option(s); provided that all
conditions precedent to the exercise of such Option(s), other than the passage
of time, have occurred. The Corporation, to the extent practicable, shall give
advance notice to affected Optionees of such merger, consolidation, dissolution,
liquidation, Asset Sale or Change in Control of the Corporation. Unless
otherwise provided in the subject Award Agreement or merger, consolidation or
Asset Sale agreement, all such Options and which are not so exercised shall be
forfeited as of the effective time of such merger, consolidation, dissolution,
liquidation or Asset Sale (but not in the case of a Change in Control of the
Corporation). In the event the Corporation becomes a subsidiary of another
corporation (the "New Parent Corporation") with respect to which the
stockholders of the Corporation (as determined immediately before such
transaction) own, immediately after such transaction, a beneficial interest in
shares of voting securities of the New Parent Corporation having at least a
majority of the combined voting power of such New Parent Corporation's then
outstanding securities, there shall be substituted for Options granted
hereunder, options to purchase common stock of the New Parent Corporation. The
substitution described in the immediately preceding sentence shall be effected
in a manner such that any option granted by the New Parent Corporation to
replace an Incentive Stock Option granted hereunder shall satisfy the
requirements of Section 422 of the Code.

                                      -12-

<PAGE>

     (c) Definition of Change in Control of the Corporation. As used herein, a
"Change in Control of the Corporation" shall be deemed to have occurred if any
person (including any individual, firm, partnership or other entity) together
with all Affiliates and Associates (as defined under Rule 12b-2 of the General
Rules and Regulations promulgated under the Exchange Act) of such person (but
excluding (i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or any subsidiary of the Corporation, (ii) a
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of the
Corporation, (iii) the Corporation or any subsidiary of the Corporation or (iv)
only as provided in the immediately following sentence, an Optionee together
with all Affiliates and Associates of the Optionee) who is not a stockholder or
an Affiliate or Associate of a stockholder of the Corporation on the date of
stockholder approval of the Plan is or becomes the Beneficial Owner (as defined
in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Corporation representing Fifty Percent (50%) or more of the
combined voting power of the Corporation's then outstanding securities. The
provisions of clause (iv) of the immediately preceding sentence shall apply only
with respect to the Option(s) held by the Optionee who, together with his
Affiliates or Associates, if any, is or becomes the direct or indirect
Beneficial Owner of the percentage of securities set forth in such clause.

                                      -13-

<PAGE>

                                      VIII
                            MISCELLANEOUS PROVISIONS

     (a) Administrative Procedures. The Committee may establish any procedures
determined by it to be appropriate in discharging its responsibilities under the
Plan. All actions and decisions of the Committee shall be final.

     (b) Assignment or Transfer. No grant or award of any Option (other than a
Non-Qualified Option) or any rights or interests therein shall be assignable or
transferable by an Optionee except by will or the laws of descent and
distribution or pursuant to a domestic relations order. During the lifetime of
an Optionee, Incentive Stock Options granted hereunder shall be exercisable only
by the Optionee.

     (c) Investment Representation. With respect to shares of Common Stock
received pursuant to the exercise of an Option, the Committee may require, as a
condition of receiving such securities, that the Optionee furnish to the
Corporation such written representations and information as the Committee deems
appropriate to permit the Corporation, in light of the existence or nonexistence
of an effective registration statement under the Securities Act, to deliver such
securities in compliance with the provisions of the Securities Act.

     (d) Withholding Taxes. In the case of the issuance or distribution of
Common Stock or other securities hereunder upon the exercise of any Option, the
Corporation, as a condition of such issuance or distribution, may require the
payment (through withholding from the Optionee's salary, reduction of the number
of shares of Common Stock or other securities to be issued, or otherwise) of any
federal, state, local or foreign taxes required to be withheld. Each Optionee
may satisfy the withholding obligations by paying to the Corporation (or the
appropriate Parent or Subsidiary) a cash amount equal to the amount required to
be withheld or, subject to the Committee's consent thereto, by tendering to the
Corporation (or to the appropriate Parent or Subsidiary) a number of shares of
Common Stock having a value equivalent to such cash amount, or by use of any
available procedure approved by the Committee as described under Section V(c)
hereof.

     (e) Costs and Expenses. The costs and expenses of administering the Plan
shall be borne by the Corporation and shall not be charged against any award nor
to any individual receiving an Option.

     (f) Funding of Plan. The Plan shall be unfunded. The Corporation shall not
be required to segregate any of its assets to assure the payment of any Option
under the Plan. Neither the Optionees nor any other persons shall have any
interest in any fund or in any specific asset or assets of the Corporation or
any other entity by reason of any Option, except to the extent expressly
provided hereunder.

                                      -14-

<PAGE>

     (g) Other Incentive Plans. The adoption of the Plan does not preclude the
adoption by appropriate means of any other incentive plan for employees.

     (h) Plurals and Gender. Where appearing in the Plan, the masculine gender
shall include the feminine and neuter genders, and the singular shall include
the plural, and vice versa, unless the context clearly indicates a different
meaning.

     (i) Headings. The headings and sub-headings in the Plan are inserted for
the convenience of reference only and are to be ignored in any construction of
the provisions hereof.

     (j) Severability. In case any provision of the Plan shall be held illegal
or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provisions had never been inserted
herein.

     (k) Liability and Indemnification. (i) Neither the Corporation nor any
Parent or Subsidiary shall be responsible in any way for any action or omission
of the Committee, or any other fiduciaries in the performance of their duties
and obligations as set forth in the Plan. Furthermore, neither the Corporation
nor any Parent or Subsidiary shall be responsible for any act or omission of any
of their agents, or with respect to reliance upon advice of their counsel,
provided that the Corporation and/or the appropriate Parent or Subsidiary relied
in good faith upon the action of such agent or the advice of such counsel.

          (ii) Neither the Corporation, any Parent or Subsidiary, the Committee,
     nor any agents, employees, officers, directors or shareholders of any of
     them, nor any other person shall have any liability or responsibility with
     respect to the Plan, except as expressly provided herein.

     (l) Incapacity. If the Committee shall receive evidence satisfactory to it
that a person entitled to exercise any Option is, at the time when such Option
becomes exercisable, a minor, or is physically or mentally incompetent to
receive such Option and to give a valid release thereof, and that another person
or an institution is then maintaining or has custody of such person and that no
guardian, committee or other representative of the estate of such person shall
have been duly appointed, the Committee may permit such Option to be exercised
by such other person or institution, including a custodian under a Uniform Gifts
to Minors Act or corresponding legislation (who shall be an adult, a guardian of
the minor or a trust company), and the release by such other person or
institution shall be a valid and complete discharge for the exercise of such
Option.

     (m) Cooperation of Parties. All parties to the Plan and any person claiming
any interest hereunder agree to perform any and all acts and execute any and all
documents and papers which are necessary or desirable for carrying out the Plan
or any of its provisions.

     (n) Governing Law. All questions pertaining to the validity, construction
and administration of the Plan shall be determined in accordance with the laws
of the State of Delaware.

                                      -15-

<PAGE>

     (o) Nonguarantee of Employment or Consulting Relationship. Nothing
contained in the Plan shall be construed as a contract of employment (or as a
consulting contract) between the Corporation (or any Parent or Subsidiary), and
any employee or Optionee, as a right of any employee or Optionee to be continued
in the employment of (or in a Consulting Relationship with) the Corporation (or
any Parent or Subsidiary), or as a limitation on the right of the Corporation or
any Parent or Subsidiary to discharge any of its employees (or Consultants), at
any time, with or without cause (but subject to the terms of any applicable
employment or consulting agreement).

     (p) Notices. Each notice relating to the Plan shall be in writing and
delivered in person, by recognized overnight courier or by certified mail to the
proper address. Except as otherwise provided in any Award Agreement with respect
to the exercise thereunder, all notices to the Corporation or the Committee
shall be addressed to it at [ADDRESS], Attn: [OFFICER]. All notices to
Optionees, beneficiaries or other persons acting for or on behalf of such
persons shall be addressed to such person at the last address for such person
maintained in the Committee's records.

     (q) Written Agreements. Each Option shall be evidenced by a signed written
agreement between the Corporation and the Optionee containing the terms and
conditions of the award.

                                      -16-

<PAGE>

                                       IX
                        AMENDMENT OR TERMINATION OF PLAN

     The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate the Plan at any time, provided that no amendment shall be
made which shall increase the total number of shares of the Common Stock of the
Corporation which may be issued and sold pursuant to Incentive Stock Options,
reduce the minimum exercise price in the case of an Incentive Stock Option or
modify the provisions of the Plan relating to eligibility with respect to
Incentive Stock Options unless such amendment is made by or with the approval of
the stockholders of the Corporation within 12 months of the effective date of
such amendment, but only if such approval is required by any applicable
provision of law. Furthermore, no amendment to the Plan may change (i) the
maximum amount of Options that may be granted on an annual basis or (ii) the
exercise price of any options granted hereunder without the prior approval of
the Corporation's stockholders in the manner required under Section 162(m) of
the Code; provided, however, that such stockholder consent is required only
during such period that the deduction limitations under Code Section 162(m)
apply to Options granted under the Plan. The Board of Directors of the
Corporation shall also be authorized to amend the Plan and the Options granted
thereunder to maintain qualification as "incentive stock options" within the
meaning of Section 422 of the Code, if applicable. Except as otherwise provided
herein, no amendment, suspension or termination of the Plan shall alter or
impair any vested Option previously granted under the Plan without the consent
of the holder thereof.

                                      -17-

<PAGE>

                                       X
                                  TERM OF PLAN

     The Plan shall automatically terminate on the day immediately preceding the
tenth (10th) anniversary of the date the Plan was adopted by the Board of
Directors of the Corporation, unless sooner terminated by such Board of
Directors. No Options may be granted under the Plan subsequent to the
termination of the Plan.

                                      -18-

<PAGE>



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                           LEISURE TRAVEL GROUP, INC.

                             2000 STOCK OPTION PLAN
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                                 ---------------

                        EFFECTIVE AS OF FEBRUARY 23, 2000