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                                                                  Exhibit 10.4



                            AMERICA'S HOME PAGE, INC.

                             1999 STOCK OPTION PLAN

A.       PURPOSE AND SCOPE

         The purposes of this 1999 America's Home Page, Inc. Stock Option Plan
are to encourage stock ownership by key management employees of America's Home
Page, Inc., a Delaware corporation (the "Company"), or its Affiliates, to
provide an incentive for employees to expand and improve the profits and
prosperity of the Company, and to assist the Company in attracting and retaining
qualified employees through the grant of Options to purchase shares of the
Company's common stock.

B.       DEFINITIONS

         Unless otherwise required by the context herein:

         1.       "Affiliate" shall mean any corporation controlling, controlled
                  by, or under common control with the Company.

         2.       "Board" shall mean the Board of Directors of the Company.

         3.       "Cause", as used in connection with the termination of a
                  Participant's employment, shall mean (i) with respect to any
                  Participant employed under a written contract with the Company
                  or an Affiliate of the Company which contract includes a
                  definition of "cause," "cause" as defined in such contract and
                  (ii) with respect to any other Participant, the failure to
                  perform adequately in carrying out such Participant's
                  employment responsibilities, including any directives from the
                  Board, or engaging in such behavior 
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                  in his personal or business life, as to lead the Committee in
                  its reasonable judgment to determine that it is in the best
                  interests of the Company to terminate his employment.

         4.       "Code" shall mean the Internal Revenue Code of 1986, as
                  amended, or any future Federal income tax law.

         5.       "Committee" shall mean the Compensation Committee of the Board
                  or any other committee of the Board designated by the Board to
                  administer this Plan composed of not less than two (2) members
                  of the Board, each of whom are not eligible to participate in
                  this Plan and who have not been eligible to participate in the
                  Plan for one year prior to serving on the Committee. In the
                  event the Company has issued any class of common stock
                  required to be registered under Section 12 of the Exchange
                  Act, the Committee shall be composed of "outside directors" as
                  described in Section 162(m) of the Code, and the Committee
                  shall be so constituted so as to comply with the disinterested
                  administration requirements under Rule 16b-3 of the Exchange
                  Act. Members of the Committee shall service at the pleasure of
                  the Board.

         6.       "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         7.       "Fair Market Value" shall mean with respect to the Stock, as
                  of any date, (i) the last reported sales price on the New York
                  Stock Exchange, or, if not reported for the New York Stock
                  Exchange on the Composite Tape, or, in case no such reported
                  sale takes place on such day, the average of the reported
                  closing bid and asked quotations on the New York Stock
                  Exchange; (ii) if the Stock are not listed on the New York
                  Stock Exchange or no such quotations are available, the
                  closing price of the Stock as reported 

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                  by the National Market System, or similar organization, or, if
                  no such quotations are available, the average of the high bid
                  and low asked quotations as quoted in the National Association
                  of Securities Dealers' Automated Quotation System, or similar
                  organization; or (iii) in the event that there shall be no
                  public market for the Stock, the fair market value of the
                  Stock as determined (which determination shall be conclusive)
                  in good faith by the Committee, based upon the value of the
                  Company as a going concern, as if such Stock were publicly
                  owned stock, but without any discount with respect to minority
                  ownership.

         8.       "Option" shall mean a right to purchase Stock, granted
                  pursuant to the Plan. 

         9.       "Option Price" shall mean the purchase price per share of
                  Stock subject to an Option, as determined in Section F below.


         10.      "Participant" shall mean an employee of the Company to whom an
                  Option is granted under the Plan.

         11.      "Plan" shall mean this America's Home Page, Inc. 1995 Amended
                  and Restated Stock Option Plan.

         12.      "Stock" shall mean the common stock of the Company, par value
                  $.001 per share.

C.       STOCK TO BE OPTIONED

         Subject to the provisions of Section L of the Plan, the maximum number
of shares of Stock that may be optioned or sold under the Plan is 2,800,000
shares of Stock. If any Option is canceled, terminates, or expires for any
reason without having been exercised in full, the Stock subject thereto shall

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again be available for all purposes of the Plan. Options on not more than 10% of
Stock reserved for issuance under the Plan may be awarded to any individual
Participant.

D.       ADMINISTRATION

         The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of its business. The
Committee shall be responsible to the Board for the operation of the Plan. The
interpretation and construction of any provision of the Plan by the Committee
shall be final. No member of the Board or the Committee shall be liable for any
action or determination made by him in good faith. The Committee has discretion
to (i) determine the employees to whom and at the time or times at which Options
may be granted (subject to the provisions of this Plan), (ii) determine the
number of shares of Stock of the Company to be subject to each Option, (iii) in
the case of each option awarded, determine whether the same shall be an
incentive stock option (as described below) or an option which does not qualify
as an incentive stock option (a non-qualified option), (iv) prescribe the form
or forms of the instruments evidencing any Options awarded under the Plan, (v)
prescribe the vesting period (which may be immediate) with respect to any Option
and to accelerate the vesting of any Option previously granted for any reason,
and (vi) prescribe such other terms and conditions, consistent with the terms of
this Plan, as the Committee deems appropriate.

E.       ELIGIBILITY

         The Committee may grant Options to any key management employee
(including any officer of the Company) or any other employee of the Company, or
an Affiliate of the Company who has 

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contributed to or is expected to contribute materially to the success of the
Company or its Affiliates. Options may be granted by the Committee at any time,
and from time to time, to new or current Participants, and may include or
exclude previous Participants, the Committee, shall determine. Options granted
under this Plan need not contain similar provisions, even if granted at the same
time. Either incentive stock options ("ISO's") to purchase common stock of the
Company within the meaning of Section 422A of the Code, or any non-qualified
options to purchase common stock of the Company may be granted under the Plan.

F.       OPTION PRICE

         The Option Price for all Options which are non-qualified stock options
shall be the price determined by the Committee, but in no event shall it be less
than 85% of the Fair Market Value at the time the Option is granted. The Option
Price for each Option which is intended to qualify as an ISO shall be 100% of
the fair market value of the Stock at the time the Option is granted (110% if
the Participant owns at least 10% of the Stock immediately before the ISO is
granted).

G.       TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to the Plan shall be authorized by the
Committee and shall be evidenced by agreements in such form as the Committee,
shall from time to time approve. Such agreements shall comply with and be
subject to the following terms and conditions:

         1. Employment Agreement. The Committee may, in its discretion, include
         in any Option granted under the Plan, a condition that the Participant
         shall agree to remain in the employ of, and 

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         to render services to, the Company for a period of time (specified in
         the agreement) following the date the Option is granted. No such
         agreement shall impose upon the Company or any of its subsidiaries,
         however, any obligation to employ the Participant for any period of
         time. 

         2. Time and Method of Payment. The Option Price shall be paid in full
         at the time an Option is exercised under the Plan, by delivery of any
         combination of cash or Stock having a Fair Market Value equal to the
         Option Price. Promptly after the exercise of an Option and the payment
         of the full Option Price, the Participant shall be entitled to the
         issuance of a stock certificate evidencing his ownership of such Stock.
         A Participant shall have none of the rights of shareholder until shares
         of Stock are issued to him, and no adjustment will be made for
         dividends or other rights for which the record date is prior to the
         date such stock certificate is issued. 

         3. Number of Shares. Each agreement shall state the total number of
         shares of Stock to which the Option pertains. 

         4. Option Period and Limitations on Exercise of Options. The agreement
         shall specify a term of years during which the Option shall be
         exercisable ("Term"). However, the Term of any Option may not be longer
         than ten years from the date of grant (5 years if the Participant is a
         10% or more owner of the Company and the Option is intended to be an
         ISO). The Board may, in its discretion, provide that an Option may not
         be exercised in whole or in part for any period or periods of time
         specified in the agreement. Except as provided in the agreement, an
         Option may be exercised in whole or in part at any time during its
         Term.

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H.       TERMINATION OF EMPLOYMENT

         If a Participant is terminated by the Company or any Affiliate for
Cause, his Options shall terminate immediately. Except as provided in Section I,
if a Participant's cessation of employment with the Company or an Affiliate is
due to any reason other than a termination for Cause, the Participant may, at
any time within ninety (90) days after such cessation of employment, exercise
his Options to the extent that he was entitled to exercise them on the date of
cessation of employment, provided further, that in no event shall any Option be
exercisable after the expiration of its Term. The Committee may cancel an Option
during the three month period referred to in this paragraph if the Participant
engages in employment or activities which are, in the opinion of the Committee,
directly or indirectly in competition with, or contrary to the best interests of
the Company. The Committee may extend the exercise period (but not later than
the expiration of the Term) in its sole discretion.

I.       RIGHTS IN EVENT OF DEATH OR DISABILITY

         If a Participant dies while employed by the Company or within three
months after cessation of employment other than a termination for Cause, or if a
Participant retires due to disability (as determined by the Committee), without
having fully exercised his Options, the Participant or the duly appointed
executor or administrator of the Participant's estate shall have the right to
exercise such Options within 180 days of the date of the Participant's death or
disability retirement to the extent that such deceased or disabled Participant
was entitled to exercise the Options on the date of his death or disability
retirement; provided, however, that in no event shall the Option be exercisable
after the expiration of its Term.

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The Committee may extend the exercise period (but not later than the expiration
of the Term) in its sole discretion.

J.       NO OBLIGATIONS TO EXERCISE OPTION

         The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.

K.       NONASSIGNABILITY

         No Option shall be transferable other than by will or by the laws of
descent and distribution, and during a Participant's lifetime, an Option shall
be exercisable only by the Participant or, in the case of incapacity, the legal
guardian of the Participant's estate.

L.       EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

         The aggregate number of shares of Stock available for Options under the
Plan, the stock subject to any Option, and the Option Price, shall all be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Stock subsequent to the effective date of the Plan
resulting from (1) a subdivision or consolidation of shares or any other capital
adjustment, (2) the payment of a stock dividend, or (3) other increase or
decrease in such shares effected without receipt of consideration by the
Company. If the Company shall be the surviving corporation in any merger or
consolidation, any Option shall pertain, apply, and relate to the securities to
which a holder of the number of shares of Stock subject to the Option would have
been entitled after the merger or consolidation. Upon

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dissolution or liquidation of the Company, or upon a merger or consolidation in
which the Company is not the surviving corporation, all Options outstanding
under the Plan shall terminate; provided, however, that each Participant (and
each other person entitled under Section I to exercise an Option) shall have the
right, for thirty (30) days prior to such dissolution or liquidation, or such
merger or consolidation, to exercise such Participant's Options in whole or in
part, but only to the extent that such Options are otherwise exercisable under
the terms of the Plan.

M.       AMENDMENT AND TERMINATION

         The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any Stock as to which Options have not been granted. Neither the
Board nor the Committee may, without the consent of the holder of an Option,
alter or impair any Option previously granted under the Plan, except as
authorized herein. Unless sooner terminated, the Plan shall remain in effect
until December 31, 2009. Termination of the Plan shall not affect any Option
previously granted.

N.       AGREEMENT AND REPRESENTATION OF PARTICIPANTS

         As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired only for investment and without any present intention to sell or
distribute such shares, if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.

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O.       RESERVATION OF SHARES OF STOCK

         The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.

P.       EFFECTIVE DATE OF PLAN

         The Plan shall be effective from the date that the Plan is approved by
the Board, but any Options granted under this Plan after Board adoption shall be
conditioned upon approval of a majority of the stockholders of each class of
stock entitled to vote thereon. Nothing in this Section P shall be deemed to
impair any Options granted under this Plan.

         The Plan was adopted by its Shareholders and Directors on
_________________________.

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