FORM OF
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made as of this [_________] day of [ ], 2000 (the "Date of
Grant") between Leisure Travel Group, Inc., a Delaware corporation (hereinafter
referred to as the "Company"), and [_________], residing at [_________]
(hereinafter referred to as the "Employee").

                              W I T N E S S E T H:

     WHEREAS, the Company desires, in connection with the employment of the
Employee and in accordance with its 2000 Stock Option Plan (the "Plan"), to
provide the Employee with an opportunity to acquire Common Stock, $.001 par
value (hereinafter referred to as "Common Stock"), of the Company on favorable
terms and thereby increase his proprietary interest in the continued progress
and success of the business of the Company;

     NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth and other good and valuable consideration, the Company and the
Employee hereby agree as follows:

     1. Confirmation of Grant of Option. Pursuant to a determination by the
Committee, the Company, subject to the terms of the Plan and this Agreement,
hereby grants to the Employee as a matter of separate inducement and agreement,
and in addition to and not in lieu of salary or other compensation for services,
the right to purchase (hereinafter referred to as the "Option") an aggregate of
[NUMBER] shares of Common Stock, subject to adjustment as provided in the Plan
(such shares, as adjusted, hereinafter being referred to as the "Shares"). The
Option is not intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").

     2. Purchase Price. The purchase price of shares of Common Stock covered by
the Option will be [$____] per share, subject to adjustment as provided in the
Plan.

     3. Exercise of Option. The Option shall be exercisable on the terms and
conditions hereinafter set forth:

          (a) The Option shall become exercisable cumulatively as to the
     following amounts of the number of Shares originally subject thereto (after
     giving effect to any adjustment pursuant to the Plan), on the dates
     indicated:

               (i) as to [_________] Shares on or after [_________];

               (ii) as to [_________] Shares on or after [_________];

               (iii) as to [_________] Shares on or after [_________];

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               (iv) as to [_________] Shares on or after [_________]; and

               (v) as to [_________] Shares on or after [_________].

          (b) The Option may be exercised pursuant to the provisions of this
     Section 3, by notice and payment to the Company as provided in Sections 9
     and 14 hereof.

     4. Term of Option. The term of the Option shall be a period of [NUMBER]
years from the Date of Grant, subject to earlier termination or cancellation as
provided in this Agreement. This Option, to the extent unexercised, shall expire
on the day immediately prior to the [___TH] anniversary of the Date of Grant.
The holder of the Option [SHALL] [SHALL NOT] have [ANY] rights to dividends
[AND] [OR ANY] other rights of a stockholder with respect to any shares of
Common Stock subject to the Option until such shares shall have been issued to
him (as evidenced by the appropriate entry on the books of the Company or a duly
authorized transfer agent of the Company) provided that the date of issuance
shall not be earlier than the date this Option is exercised and payment of the
full purchase price of the shares of Common Stock (with respect to which this
Option is exercised) is made to the Company.

     5. Non-transferability of Option. The Option shall not be assigned,
transferred or otherwise disposed of, or pledged or hypothecated in any way, and
shall not be subject to execution, attachment or other process, except as may be
provided in the Plan. Any assignment, transfer, pledge, hypothecation or other
disposition of the Option attempted contrary to the provisions of the Plan, or
any levy of execution, attachment or other process attempted upon the Option,
will be null and void and without effect. Any attempt to make any such
assignment, transfer, pledge, hypothecation or other disposition of the Option
will cause the Option to terminate immediately upon the happening of any such
event; provided, however, that any such termination of the Option under the
foregoing provisions of this Section 5 will not prejudice any rights or remedies
which the Company or any Parent or Subsidiary may have under this Agreement or
otherwise.

     6. Exercise Upon Cessation of Employment. (a) If the Employee at any time
ceases to be an employee of the Company and of any Parent or Subsidiary [(I)] by
reason of his discharge for Good Cause [OR (II) DUE TO HIS VOLUNTARY TERMINATION
OF EMPLOYMENT WITHOUT THE WRITTEN CONSENT OF THE COMMITTEE], the Option shall,
at the time of such termination of employment, terminate and the Employee shall
forfeit all rights hereunder. If, however, the Employee for any other reason
(other than Disability or death) ceases to be such an Employee, the Option may,
subject to the provisions of Section 5 hereof, be exercised by the Employee to
the same extent the Employee would have been entitled under Section 3 hereof to
exercise the Option immediately prior to such cessation of employment, at any
time within [________DAYS/MONTHS/YEARS] after such cessation of employment, at
the end of which period the Option, to the extent not then exercised, shall
terminate and the Employee shall forfeit all rights hereunder, even if the
Employee subsequently returns to the employ of the Company or any Parent or
Subsidiary. In no event, however, may the Option be exercised after the
expiration of the term provided in Section 4 hereof.

<PAGE>

          (b) The Option shall not be affected by any change of duties or
     position of the Employee so long as he continues to be an [A FULL-TIME]
     employee of the Company or of any Parent or Subsidiary thereof. If the
     Employee is granted a temporary leave of absence, such leave of absence
     shall be deemed a continuation of his employment by the Company or of any
     Parent or Subsidiary thereof for the purposes of this Agreement, but only
     if and so long as the employing corporation consents thereto.

                  7. Exercise Upon Death or Disability. (a) If the Employee dies
while he is employed by the Company or by any Parent or Subsidiary, [AND ON OR
AFTER THE FIRST DATE UPON WHICH HE WOULD HAVE BEEN ENTITLED TO EXERCISE THE
OPTION UNDER THE PROVISIONS OF SECTION 3 HEREOF], the Option may, subject to the
provisions of Section 5 hereof, be exercised [WITH RESPECT TO ALL OR ANY PART OF
THE SHARES OF COMMON STOCK AS TO WHICH THE DECEASED EMPLOYEE HAD NOT EXERCISED
THE OPTION AT THE TIME OF HIS DEATH (REGARDLESS OF WHETHER THE OPTION WAS FULLY
EXERCISABLE AT SUCH TIME)] [(TO THE SAME EXTENT THE EMPLOYEE WOULD HAVE BEEN
ENTITLED UNDER SECTION 3 HEREOF TO EXERCISE THE OPTION IMMEDIATELY PRIOR TO HIS
DEATH)], by the estate of the Employee (or by the person or persons who acquire
the right to exercise the Option by written designation of the Employee) at any
time within [________ DAYS/MONTHS/YEARS] after the death of the Employee, at the
end of which period the Option, to the extent not then exercised, shall
terminate and the estate or other beneficiaries shall forfeit all rights
hereunder. In no event, however, may the Option be exercised after the
expiration of the term provided in Section 4 hereof.

          (b) In the event that the employment of the Employee by the Company
     and any Parent or Subsidiary is terminated by reason of the Disability of
     the Employee [AND ON OR AFTER THE FIRST DATE UPON WHICH HE WOULD HAVE BEEN
     ENTITLED TO EXERCISE THE OPTION UNDER THE PROVISIONS OF SECTION 3 HEREOF],
     the Option may, subject to the provisions of Section 5 hereof, be exercised
     [WITH RESPECT TO ALL OR ANY PART OF THE SHARES OF COMMON STOCK AS TO WHICH
     HE HAD NOT EXERCISED THE OPTION AT THE TIME OF HIS DISABILITY OR RETIREMENT
     (REGARDLESS OF WHETHER THE OPTION WAS FULLY EXERCISABLE AT SUCH TIME)] [(TO
     THE SAME EXTENT THE EMPLOYEE WOULD HAVE BEEN ENTITLED UNDER SECTION 3
     HEREOF TO EXERCISE THE OPTION IMMEDIATELY PRIOR TO HIS EMPLOYMENT
     TERMINATION DUE TO DISABILITY)] by the Employee within the period ending
     [________ DAYS/MONTHS/YEARS] after the date of such termination of
     employment, at the end of which period the Option, to the extent not then
     exercised, shall terminate and the Employee shall forfeit all rights
     hereunder even if the Employee subsequently returns to the employ of the
     Company or any Parent or Subsidiary. In no event, however, may the Option
     be exercised after the expiration of the term provided in Section 4 hereof.

     8. Registration. At the time of issuance, the shares of Common Stock
subject hereto and issuable upon the exercise hereof may not be registered under
the Securities Act of 1933, as amended, and, if required upon the request of
counsel to the Company, the Employee will give a representation as to his
investment intent with respect to such shares prior to their issuance as set
forth in Section 9 hereof. The Company may register or qualify the shares
covered by the Option for sale pursuant to the Securities Act of 1933, as
amended, at any time prior to or after the exercise in whole or in part of the
Option.

<PAGE>

     9. Method of Exercise of Option. (a) Subject to the terms and conditions of
this Agreement, the Option shall be exercisable by notice in the manner set
forth in Exhibit A hereto (the "Notice") and provision for payment to the
Company in accordance with the procedure prescribed herein. Each such Notice
shall:

               (i) state the election to exercise the Option and the number of
          Shares with respect to which it is being exercised;

               (ii) contain a representation and agreement as to investment
          intent, if required by counsel to the Company with respect to such
          Shares, in a form satisfactory to counsel to the Company;

               (iii) be signed by the Employee or the person or persons entitled
          to exercise the Option and, if the Option is being exercised by any
          person or persons other than the Employee, be accompanied by proof,
          satisfactory to counsel to the Company, of the right of such other
          person or persons to exercise the Option;

               (iv) include payment of the full purchase price for the shares of
          Common Stock to be purchased pursuant to such exercise of the Option;
          and

               (v) be received by the Company on or before the date of the
          expiration of this Option. In the event the date of expiration of this
          Option falls on a day which is not a regular business day at the
          Company's executive office in [CITY/STATE] then such written Notice
          must be received at such office on or before the last regular business
          day prior to such date of expiration.

          (b) Payment of the purchase price of any shares of Common Stock, in
     respect of which the Option shall be exercised, shall be made by the
     Employee or such person or persons at the place specified by the Company on
     the date the Notice is received by the Company (i) by delivering to the
     Company a certified or bank cashier's check payable to the order of the
     Company or (ii) if consented to by the Company in writing, (A) by
     delivering to the Company properly endorsed certificates of shares of
     Common Stock (or certificates accompanied by an appropriate stock power)
     with signature guaranties by a bank or trust company, (B) by having
     withheld from the total number of shares of Common Stock to be acquired
     upon the exercise of this Option a specified number of such shares of
     Common Stock, (C) by any form of "cashless" exercise or (D) by any
     combination of the foregoing. [FOR PURPOSES OF THE IMMEDIATELY PRECEDING
     SENTENCE, AN EXERCISE EFFECTED BY THE TENDER OF COMMON STOCK (OR DEEMED TO
     BE EFFECTED BY THE TENDER OF COMMON STOCK) MAY BE CONSUMMATED WITH COMMON
     STOCK HELD BY THE EMPLOYEE FOR SIX (6) MONTHS OR ACQUIRED BY THE EMPLOYEE
     OTHER THAN UNDER THE PLAN (OR A SIMILAR PLAN MAINTAINED BY THE COMPANY).]

<PAGE>

          (c) The Option shall be deemed to have been exercised with respect to
     any particular shares of Common Stock if, and only if, the preceding
     provisions of this Section 9 and the provisions of Section 10 hereof shall
     have been complied with, in which event the Option shall be deemed to have
     been exercised on the date the Notice and related payment were received by
     the Company. Anything in this Agreement to the contrary notwithstanding,
     any Notice given pursuant to the provisions of this Section 9 shall be void
     and of no effect if all of the preceding provisions of this Section 9 and
     the provisions of Section 10 shall not have been complied with.

          (d) The certificate or certificates for shares of Common Stock as to
     which the Option shall be exercised will be registered in the name of the
     Employee (or in the name of the Employee's estate or other beneficiary if
     the Option is exercised after the Employee's death), or if the Option is
     exercised by the Employee and if the Employee so requests in the notice
     exercising the Option, will be registered in the name of the Employee and
     another person jointly, with right of survivorship and will be delivered as
     soon as practical after the date the Notice is received by the Company
     (accompanied by full payment of the exercise price), but only upon
     compliance with all of the provisions of this Agreement.

          (e) If the Employee fails to accept delivery of and pay for all or any
     part of the number of Shares specified in such Notice, his right to
     exercise the Option with respect to such undelivered Shares may be
     terminated in the sole discretion of the Committee. The Option may be
     exercised only with respect to full Shares.

          (f) The Company shall not be required to issue or deliver any
     certificate or certificates for shares of its Common Stock purchased upon
     the exercise of any part of the Option prior to the payment to the Company,
     upon its demand, of any amount requested by the Company for the purpose of
     satisfying its liability, if any, to withhold federal, state or local
     income or earnings tax or any other applicable tax or assessment (plus
     interest or penalties thereon, if any, caused by a delay in making such
     payment) incurred by reason of the exercise of this Option or the transfer
     of shares thereupon. Such payment shall be made by the Employee in cash or,
     with the written consent of the Company, by tendering to the Company shares
     of Common Stock equal in value to the amount of the required withholding.
     In the alternative, the Company may, at its option, satisfy such
     withholding requirements by withholding from the shares of Common Stock to
     be delivered to the Employee pursuant to an exercise of the Option a number
     of shares of Common Stock equal in value to the amount of the required
     withholding.

          [(G) UPON THE EMPLOYEE'S EXERCISE OF THIS OPTION IN A MANNER THAT
     WOULD SATISFY THE REQUIREMENTS SET FORTH UNDER THE PLAN FOR THE ISSUANCE OF
     RELOAD OPTIONS, THE EMPLOYEE SHALL BE AWARDED SUCH RELOAD OPTIONS PROVIDING
     FOR (I) THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE
     THEREUNDER, (II) THE EXERCISE PRICE AND (III) THE TERM OF SUCH RELOAD
     OPTIONS AS SET FORTH IN THE PLAN. THE OTHER CONDITIONS RELATED TO THE
     EXERCISE OF SUCH RELOAD OPTIONS SHALL BE THE SAME AS SET FORTH HEREUNDER
     WITH RESPECT TO THIS OPTION. ANY RELOAD OPTION GRANTED PURSUANT TO THIS
     PROVISION SHALL BE CONSIDERED TO BE A NON-QUALIFIED STOCK OPTION.]

<PAGE>

     10. Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Company's counsel of all legal matters in connection therewith,
including, but not limited to, compliance with the requirements of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, and the requirements of any
stock exchange or automated trading medium upon which the Common Stock may then
be listed or traded.

     11. Resale of Common Stock. (a) If so requested by the Company, upon any
sale or transfer of the Common Stock purchased upon exercise of the Option
[(SUBJECT TO THE PROVISIONS OF SECTIONS 11(B) AND (C), HEREOF)], the Employee
shall deliver to the Company an opinion of counsel satisfactory to the Company
to the effect that either (i) the Common Stock to be sold or transferred has
been registered under the Securities Act and that there is in effect a current
prospectus meeting the requirements of Section 10(a) of said Act which is being
or will be delivered to the purchaser or transferee at or prior to the time of
delivery of the certificates evidencing the Common Stock to be sold or
transferred, or (ii) such Common Stock may then be sold without violating
Section 5 of said Act.

          [(B) (I) IF THE EMPLOYEE, ANY OTHER PERSON WHO ACQUIRES SHARES OF
     COMMON STOCK BY WAY OF THE EXERCISE OF THIS OPTION (SUCH SHARES OF COMMON
     STOCK, FOR PURPOSES OF THIS SECTION 11(B) BEING REFERRED TO AS THE
     "SHARES"), OR ANY OTHER PERSON WHO SUBSEQUENTLY ACQUIRES ANY OF SUCH SHARES
     DESIRES TO TRANSFER ANY OF SUCH SHARES, SUCH PERSON ("OFFEROR") SHALL
     FIRST, IN WRITING, OFFER TO SELL ALL OF SUCH SHARES TO THE COMPANY, AT THE
     LESSER OF (A) THE "THIRD PARTY OFFER PRICE" (AS DEFINED IN SECTION
     11(B)(IV) HEREOF) OR (B) THE "FORMULA PRICE" (AS DEFINED IN SECTION
     11(B)(V) HEREOF) AND UPON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH,
     AND THE COMPANY SHALL HAVE A PERIOD OF THIRTY (30) DAYS AFTER THE RECEIPT
     OF SUCH OFFER IN WHICH TO ACCEPT OR REJECT THE SAME. IF THE COMPANY ELECTS
     TO ACCEPT SUCH OFFER, SUCH ACCEPTANCE MUST BE TO THE FULL EXTENT PERMITTED
     BY LAW, AND IT SHALL SO SIGNIFY ITS ACCEPTANCE THEREOF WITHIN SUCH THIRTY
     (30) DAY PERIOD BY A DULY SIGNED NOTICE TO THE OFFEROR. IF THE ACCEPTANCE
     IS FOR LESS THAN ALL OF THE SHARES OFFERED, SUCH ACCEPTANCE SHALL BE
     CONTINGENT UPON ACCEPTANCE OF THE BALANCE OF THE SHARES PURSUANT TO SECTION
     11(B)(II) HEREOF.

               (II) IF THE COMPANY, FOR ANY REASON, FAILS TO ACCEPT IN ITS
          ENTIRETY THE OFFER MADE PURSUANT TO SECTION 11(B)(I) ABOVE WITHIN THE
          THIRTY (30) DAY PERIOD THEREIN PROVIDED, THE OFFEROR SHALL,
          IMMEDIATELY UPON THE EXPIRATION OF SUCH THIRTY (30) DAY PERIOD, OFFER
          TO SELL ALL OF SUCH SHARES (OR SUCH LESSER AMOUNT WHERE THE COMPANY
          CANNOT LEGALLY ACCEPT THE OFFER IN FULL), AT THE PRICE AND UPON THE
          TERMS AND CONDITIONS AS SET FORTH IN SECTION 11(B)(I) HEREOF, RATABLY
          TO THE OTHER SHAREHOLDERS OF THE COMPANY (THE "SHAREHOLDERS"), AND
          SUCH OTHER SHAREHOLDERS SHALL HAVE A FURTHER PERIOD OF THIRTY (30)
          DAYS WITHIN WHICH TO ACCEPT SUCH OFFER, WHICH ACCEPTANCE MUST, IN THE
          AGGREGATE, BE FOR ALL AND NOT PART OF THE SHARES SO OFFERED. IF A
          SHAREHOLDER ELECTS TO ACCEPT THE SHARES OFFERED, HE SHALL SO SIGNIFY
          BY DULY SIGNED WRITTEN NOTICE TO THE OFFEROR. SUCH SHAREHOLDER MAY
          INDICATE IN HIS ACCEPTANCE THAT HE WILL PURCHASE ANY SHARES NOT
          ACCEPTED BY THE OTHER SHAREHOLDER(S) TO WHOM THE OFFER WAS MADE.
          NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 11(B)(I) OR IN THIS
          SECTION 11(B)(II), THE COMPANY AND/OR THE OFFEREE SHAREHOLDERS MAY,
          EITHER DURING THE THIRTY (30) DAY PERIOD REFERRED TO IN SECTION
          11(B)(I) OR THE THIRTY (30) DAY PERIOD REFERRED TO IN THIS SECTION
          11(B)(II) AGREE TO PURCHASE SHARES FROM THE OFFEROR IN SUCH
          PROPORTIONS AS THE COMPANY AND/OR THE OFFEREE SHAREHOLDERS MAY AGREE,
          SO LONG AS ALL OF THE SHARES OFFERED FOR SALE ARE PURCHASED BY THEM,
          AND SO LONG AS THEY SHALL SO SIGNIFY WITHIN EITHER SUCH THIRTY (30)
          DAY PERIOD BY A DULY SIGNED NOTICE TO THE OFFEROR.

<PAGE>

               (III) IN THE EVENT OF THE ACCEPTANCE OF ANY OFFER BY WRITTEN
          NOTICE, TRANSMITTED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
          REQUESTED, THE CLOSING SHALL BE HELD WITHIN THIRTY (30) DAYS AFTER THE
          GIVING OF SUCH ACCEPTANCE, EXCEPT THAT SHOULD SUCH DATE FALL ON A
          WEEKEND, LEGAL OR RELIGIOUS HOLIDAY, THEN THE CLOSING SHALL BE HELD ON
          THE FOLLOWING BUSINESS DAY AT THE COMPANY'S PRINCIPAL PLACE OF
          BUSINESS OR SUCH OTHER PLACE AS MAY BE DESIGNATED BY THE PARTIES. ON
          CLOSING, THE PARTIES SHALL DELIVER ALL OF THE INSTRUMENTS AND
          DOCUMENTS REQUIRED TO BE DELIVERED BY THIS AGREEMENT, AGAINST THE
          PAYMENT REQUIRED HEREUNDER.

               (IV) IN THE EVENT THAT THERE IS NO ELECTION TO PURCHASE ALL OF
          THE SHARES OFFERED PURSUANT TO SECTIONS 11(B)(I) AND 11(B)(II),
          HEREOF, THE OFFEROR SHALL THEREAFTER HAVE THE RIGHT TO DISPOSE OF HIS
          SHARES FREE OF ANY RESTRICTIONS IMPOSED BY THE TERMS HEREOF, PROVIDED,
          HOWEVER, THAT THE COMPANY AND THE REMAINING (OFFEREE) SHAREHOLDERS
          SHALL AT ALL TIMES HAVE THE RIGHT OF FIRST REFUSAL TO PURCHASE THE
          SHARES SO OFFERED ON THE SAME TERMS AND CONDITIONS AS ARE SET FORTH IN
          ANY BONA FIDE OFFER MADE TO THE OFFEROR BY A THIRD PARTY PURCHASER
          WHICH BONA FIDE OFFER THE OFFEROR IS WILLING TO ACCEPT FOR THE SALE OF
          HIS SHARES ("THIRD PARTY OFFER" WITH THE PURCHASE PRICE SET FORTH IN
          SUCH THIRD PARTY OFFER BEING REFERRED TO AS THE "THIRD PARTY OFFER
          PRICE") AT A PURCHASE PRICE EQUAL TO THE LESSER OF (A) THE THIRD PARTY
          OFFER PRICE OR (B) THE FORMULA PRICE. IF THE OFFEROR RECEIVES A THIRD
          PARTY OFFER, IT SHALL BE REDUCED TO WRITING AND A COPY THEREOF SHALL
          BE PROVIDED TO THE COMPANY AND THE OFFEREE SHAREHOLDERS, TOGETHER WITH
          A WRITTEN NOTICE INDICATING (I) THE OFFEROR'S INTENT TO SELL HIS
          SHARES IN ACCORDANCE WITH THE TERMS THEREOF, AND (II) THE RIGHT OF
          FIRST REFUSAL OF THE COMPANY AND THE OFFEREE SHAREHOLDERS WITH RESPECT
          THERETO. THE COMPANY AND/OR THE OFFEREE SHAREHOLDERS SHALL BE REQUIRED
          TO SIGNIFY THEIR ELECTION TO PURCHASE THE SHARES OFFERED UNDER THIS
          SECTION 11(B)(IV) WITHIN TEN (10) DAYS FROM THE RECEIPT OF THE
          AFORESAID NOTICE BY A NOTICE SUCH AS THAT REQUIRED PURSUANT TO
          PROVISIONS OF SECTIONS 11(B)(I) AND 11(B)(II), ABOVE. IF NO SUCH
          NOTICE OF ELECTION IS GIVEN, THE OFFEROR SHALL HAVE THE RIGHT TO SELL
          HIS SHARES PURSUANT TO SUCH THIRD PARTY OFFER ON TERMS NO MORE
          FAVORABLE TO THE PURCHASER THAN CONTAINED THEREIN, DURING A PERIOD OF
          NINETY (90) DAYS FOLLOWING THE EXPIRATION OF SUCH TEN (10) DAY PERIOD.
          IF SUCH SALE IS NOT CONSUMMATED WITHIN SUCH NINETY (90) DAY PERIOD THE
          RIGHT OF FIRST REFUSAL HEREIN PROVIDED SHALL BE REINSTATED.

               (V) [DETERMINATION OF FORMULA PRICE].

               (VI) NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 11(B) TO
          THE CONTRARY, THE TRANSFER OF ANY ONE OR MORE OF THE SHARES BY THE
          EMPLOYEE DURING HIS LIFETIME OR, UPON HIS DEATH, BY WILL OR INTESTACY,
          TO ANY MEMBER OF THE EMPLOYEE'S "IMMEDIATE FAMILY" OR TO ANY TRUST
          BENEFITING ANY MEMBER OF THE EMPLOYEE'S IMMEDIATE FAMILY SHALL BE
          EXEMPT FROM THE PROVISIONS OF THIS SECTION 11(B). FOR PURPOSES OF THE
          IMMEDIATELY PRECEDING SENTENCE, THE TERM "IMMEDIATE FAMILY" SHALL MEAN
          THE EMPLOYEE'S SPOUSE, LINEAL DESCENDENT OR ANTECEDENT, BROTHER OR
          SISTER. IN THE CASE OF SUCH A TRANSFER, THE TRANSFEREE (ANY EACH
          SUCCESSOR TO SUCH TRANSFEREE) SHALL RECEIVE AND HOLD SUCH SHARES
          SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 11(B), AND THERE SHALL
          BE NO FURTHER TRANSFER OF SUCH SHARES EXCEPT IN ACCORDANCE WITH THE
          OTHER TERMS OF THIS SECTION 11(B).

<PAGE>

               (VII) THE PROVISIONS OF THIS SECTION 11(B) SHALL TERMINATE WITH
          RESPECT TO ANY SHARES UPON THE FIRST SALE OF COMMON STOCK OF THE
          COMPANY TO THE GENERAL PUBLIC PURSUANT TO A REGISTRATION STATEMENT
          FILED WITH, AND DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT.]

          [(C) THE EMPLOYEE AGREES THAT, IF SO REQUESTED BY THE COMPANY OR ANY
     REPRESENTATIVE OF THE UNDERWRITERS (THE "MANAGING UNDERWRITER") IN
     CONNECTION WITH ANY REGISTRATION OF THE OFFERING OF ANY SECURITIES OF THE
     COMPANY UNDER THE SECURITIES ACT, THE EMPLOYEE WILL NOT SELL OR OTHERWISE
     TRANSFER ANY SHARES OR OTHER SECURITIES OF THE COMPANY DURING THE SIX (6)
     MONTH PERIOD (OR SUCH LONGER OR SHORTER PERIOD AS MAY BE REQUESTED IN
     WRITING BY THE MANAGING UNDERWRITER AND AGREED TO IN WRITING BY THE
     COMPANY) (THE "MARKET STANDOFF PERIOD") FOLLOWING THE EFFECTIVE DATE OF A
     REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT. SUCH
     RESTRICTION SHALL APPLY ONLY TO THE FIRST REGISTRATION STATEMENT OF THE
     COMPANY TO BECOME EFFECTIVE UNDER THE SECURITIES ACT THAT INCLUDES
     SECURITIES TO BE SOLD ON BEHALF OF THE COMPANY TO THE PUBLIC IN AN
     UNDERWRITTEN PUBLIC OFFERING UNDER THE SECURITIES ACT. THE COMPANY MAY
     IMPOSE STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO SECURITIES SUBJECT TO THE
     FOREGOING RESTRICTIONS UNTIL THE END OF SUCH MARKET STANDOFF PERIOD.]

          [(D)] The Common Stock issued upon exercise of the Option shall bear
     the following (or similar) legend if required by counsel for the Company:

          THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE SOLD,
          TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
          UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED, OR UNLESS, IN THE OPINION OF COUNSEL
          FOR THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED.
          [FURTHERMORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE
          COMPANY OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN
          COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
          PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE
          PRINCIPAL OFFICE OF COMPANY].

     12. Reservation of Shares. The Company shall at all times during the term
of the Option reserve and keep available such number of shares of the Common
Stock as will be sufficient to satisfy the requirements of this Agreement.

<PAGE>

     13. Limitation of Action. The Employee and the Company each acknowledges
that every right of action accruing to him or it, as the case may be, and
arising out of or in connection with this Agreement against the Company or a
Parent or Subsidiary, on the one hand, or against the Employee, on the other
hand, shall, irrespective of the place where an action may be brought, cease and
be barred by the expiration of three years from the date of the act or omission
in respect of which such right of action arises.

     14. Notices. Each notice relating to this Agreement shall be in writing and
delivered in person, by recognized overnight carrier or by certified mail to the
proper address. All notices to the Company or the Committee shall be addressed
to them at Leisure Travel Group, Inc., 6 Leylands Park, Nobs Creek, Colden
Commen, Winchester SO21 1TH England, Attn: Raymond J. Peel. All notices to the
Employee shall be addressed to the Employee or such other person or persons at
the Employee's address above specified. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that effect.

     15. Benefits of Agreement. This Agreement shall inure to the benefit of the
Company, the Employee and their respective heirs, executors, administrators,
personal representatives, successors and assigns.

     16. Severability. In the event that any one or more provisions of this
Agreement shall be deemed to be illegal or unenforceable, such illegality or
unenforceability shall not affect the validity and enforceability of the
remaining legal and enforceable provisions hereof, which shall be construed as
if such illegal or unenforceable provision or provisions had not been inserted.

     17. Governing Law. This Agreement will be construed and governed in
accordance with the laws of the State of [JURISDICTION].

     18. Employment. Nothing contained in this Agreement shall be construed as
(a) a contract of employment between the Employee and the Company or any Parent
or Subsidiary, (b) as a right of the Employee to be continued in the employ of
the Company or of any Parent or Subsidiary, or (c) as a limitation of the right
of the Company or of any Parent or Subsidiary to discharge the Employee at any
time, with or without cause (subject to any applicable employment agreement).

     19. Definitions. Unless otherwise defined herein, all capitalized terms
used in this Agreement shall have the same definitions as set forth in the Plan.

     20. Incorporation of Terms of Plan. This Agreement shall be interpreted
under, and subject to, all of the terms and provisions of the Plan, which are
incorporated herein by reference.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the Date
of Grant set forth above.

                                         [                      ]


                                         By:________________________________
                                            Name:
                                            Title:


                                         -----------------------------------
                                         [Name of Employee]


                                         -----------------------------------
                                         Social Security Number

ATTEST:


-------------------------


<PAGE>

                                                                      EXHIBIT A

                    NON-QUALIFIED STOCK OPTION EXERCISE FORM

                                                               [DATE]

[Company Name]
[Address]
[City, State and Zip Code]
Attention:  [OFFICER]

Dear Sirs:

     Pursuant to the provisions of the Non-Qualified Stock Option Agreement
dated [_________] (the "Agreement"), whereby you have granted to me a
Non-Qualified Option (the "Option") to purchase up to [_________] shares of the
Common Stock of Leisure Travel Group, Inc. (the "Company") subject to the terms
of the Agreement, I hereby notify you that I elect to exercise my option to
purchase [_________] of the shares of Common Stock covered by such Option at the
[$___] per share price specified therein. In full payment of the price for the
shares being purchased hereby, I am delivering to you herewith (i) certified or
bank cashier's check payable to the order of the Company in the amount of
$____________,(1) (or (ii) a certificate or certificates for [_________] shares
of Common Stock of the Company, and which have a fair market value as of the
date hereof of $___________, [and a certified or bank cashier's check, payable
to the order of the Company, in the amount of $________________].(2) (Any such
stock certificate or certificates are endorsed, or accompanied by an appropriate
stock power, to the order of the Company, with my signature guaranteed by a bank
or trust company or by a member firm of the New York Stock Exchange. I hereby
acknowledge that I am purchasing these shares for investment purposes only and
not for resale in violation of any federal or state securities laws.

                                    Very truly yours,

                                    ------------------------------
                                    [Address]

                                    (For notices, reports, dividend checks and
                                    other communications to stockholders.)

--------

(1)  $_____________ of this amount is the purchase price of the shares, and the
     balance represents payment of withholding taxes as follows: Federal
     $_____________, State $_________ and Local $_______.

(2)  $_____________ of this amount is at least equal to the current market
     value of one share of Common Stock of the Company, and the balance
     represents payment of withholding taxes as follows: Federal $________,
     State $_______ and Local $______.


<PAGE>

                                                                  [DRAFT 8/4/99]

OPTION NO. [9_]-NQO-[__]


--------------------------------------------------------------------------------
                           LEISURE TRAVEL GROUP, INC.

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


                           NON-QUALIFIED STOCK OPTION

                                   GRANTED TO



                          ----------------------------
                                    OPTIONEE




-------------------------                             -------------------------
Number of Shares                                      Price per Share

DATE GRANTED:____________                             EXPIRATION DATE:_________


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