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                                  Exhibit 10.4

                                    EXHIBIT A

                   AFFINITY INTERNATIONAL TRAVEL SYSTEMS, INC.

                       1999 COMBINATION STOCK OPTION PLAN

      Section I. Purpose of the Plan.

      The purposes of this Affinity International Travel Systems, Inc. 1999
Combination Stock Option Plan (the "1999 Plan") are (i) to provide long-term
incentives and rewards to those key employees (the "Employee Participants") of
Affinity International Travel Systems, Inc. (the "Corporation") and its
subsidiaries (if any), and any other persons (the "Non-employee Participants")
who are in a position to contribute to the long-term success and growth of the
Corporation and its subsidiaries, (ii) to assist the Corporation in retaining
and attracting executives and key employees with requisite experience and
ability, and (iii) to associate more closely the interests of such executives
and key employees with those of the Corporation's stockholders.

      Section II. Definitions.

            "Code" is the Internal Revenue Code of 1986, as it may be amended
      from time to time.

            "Common Stock" is the $.01 par value common stock of the
      Corporation.

            "Committee" is defined in Section III, paragraph (a).

            "Corporation" is defined in Section I.

            "Corporation ISOs" are all stock options (including 1999 Plan ISOs)
      which (i) are Incentive Stock Options and (ii) are granted under any plans
      (including this 1999 Plan) of the Corporation, a Parent Corporation and/or
      a Subsidiary Corporation.

            "Employee Participants" is defined in Section I.

            "Fair Market Value" of any property is the value of the property as
      reasonably determined by the Committee.

            "Incentive Stock Option" is a stock option which is treated as an
      incentive stock option under Section 422 of the Code.


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            "1999 Plan" is defined in Section I.

            "1999 Plan ISOs" are Stock Options which are Incentive Stock
      Options.

            "Non-employee Participants" is defined in Section I.

            "Non-qualified Option" is a Stock Option which does not qualify as
      an Incentive Stock Option or for which the Committee provides, in the
      terms of such option and at the time such option is granted, that the
      option shall not be treated as an Incentive Stock Option.

            "Parent Corporation" has the meaning provided in Section 424(e) of
      the Code.

            "Participants" are all persons who are either Employee Participants
      or Non-employee Participants.

            "Permanent and Total Disability" has the meaning provided in Section
      22(e)(3) of the Code.

            "Rule 16b-3" means Securities and Exchange Commission Rule 16b-3.

            "Section 16" means Section 16 of the Securities Exchange Act of
      1934, as amended, or any similar or successor statute, and any rules,
      regulations, or policies adopted or applied thereunder.

            "Stock Options" are rights granted pursuant to this 1999 Plan to
      purchase shares of Common Stock at a fixed price.

            "Subsidiary Corporation" has the meaning provided in Section 424(f)
      of the Code.

            "Ten Percent Stockholder" means, with respect to a 1999 Plan ISO,
      any individual who directly or indirectly owns stock possessing more than
      10% of the total combined voting power of all classes of stock of the
      Corporation or any Parent Corporation or any Subsidiary Corporation at the
      time such 1999 Plan ISO is granted.

      Section III. Administration.

      (a) The Committee. This 1999 Plan shall be administered by the Board of
Directors or by a compensation committee consisting solely of two or more
"non-employee directors", as defined in Rule 16b-3, who shall be designated by
the Board of Directors of the Corporation (the


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administering body is hereafter referred to as the "Committee"). The Committee
shall serve at the pleasure of the Board of Directors, which may from time to
time, and in its sole discretion, discharge any member, appoint additional new
members in substitution for those previously appointed and/or fill vacancies
however caused. A majority of the Committee shall constitute a quorum and the
acts of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. No person shall be eligible
to be a member of the Committee if that person's membership would prevent the
plan from complying with Section 16, if applicable to the Corporation.

      (b) Authority and Discretion of the Committee. Subject to the express
provisions of this 1999 Plan and provided that all actions taken shall be
consistent with the purposes of this 1999 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine those
persons who shall constitute key employees eligible to be Employee Participants;
(ii) select the Participants to whom Stock Options shall be granted under this
1999 Plan; (iii) determine the size and the form of the Stock Options, if any,
to be granted to any Participant; (iv) determine the time or times such Stock
Options shall be granted including the grant of Stock Options in connection with
other awards made, or compensation paid, to the Participant; (v) establish the
terms and conditions upon which such Stock Options may be exercised and/or
transferred, including the exercise of Stock Options in connection with other
awards made, or compensation paid, to the Participant; (vi) make or alter any
restrictions and conditions upon such Stock Options and the Stock received on
exercise thereof, including, but not limited to, providing for limitations on
the Participant's right to keep any Stock received on termination of employment;
(vii) determine whether the Participant or the Corporation has achieved any
goals or otherwise satisfied any conditions or requirements that may be imposed
on or related to the exercise of Stock Options; and (viii) adopt such rules and
regulations, establish, define and/or interpret these and any other terms and
conditions, and make all determinations (which may be on a case-by-case basis)
deemed necessary or desirable for the administration of this 1999 Plan.
Notwithstanding any provision of this 1999 Plan to the contrary, only Employee
Participants shall be eligible to receive 1999 Plan ISOs.

      (c) Applicable Law. This 1999 Plan and all Stock Options shall be governed
by the law of the state in which the Corporation is incorporated.

      Section IV. Terms of Stock Options.

      (a) Agreements. Stock Options shall be evidenced by a written agreement
between the Corporation and the Participant awarded the Stock Option. This
agreement shall be in such form, and contain such terms and conditions (not
inconsistent with this 1999 Plan) as the Committee may determine. If the Stock
Option described therein is not intended to be an Incentive


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Stock Option, but otherwise qualifies as an Incentive Stock Option, the
agreement shall include the following or a similar statement: "This stock option
is not intended to be an Incentive Stock Option, as that term is described in
Section 422 of the Internal Revenue Code of 1986, as amended."

      (b) Term. Stock Options shall be for such periods as may be determined by
the Committee, provided that in the case of 1999 Plan ISOs, the term of any such
1999 Plan ISO shall not extend beyond three months after the time the
Participant ceases to be an employee of the Corporation. Notwithstanding the
foregoing, the Committee may provide in a 1999 Plan ISO that in the event of the
Permanent and Total Disability or death of the Participant, the 1999 Plan ISO
may be exercised by the Participant or his estate (if applicable) for a period
of up to one year after the date of such Permanent and Total Disability or
Death. In no event may a 1999 Plan ISO be exercisable (including provisions, if
any, for exercise in installments) subsequent to ten years after the date of
grant, or, in the case of 1999 Plan ISOs granted to Ten Percent Stockholders,
more than five years after the date of grant.

      (c) Purchase Price. The purchase price of shares purchased pursuant to any
Stock Option shall be determined by the Committee, and shall be paid by the
Participant or other person permitted to exercise the Stock Option in full upon
exercise, (i) in cash, (ii) by delivery of shares of Common Stock (valued at
their Fair Market Value on the date of such exercise), (iii) any other property
(valued at its Fair Market Value on the date of such exercise), or (iv) any
combination of cash, stock and other property, with any payment made pursuant to
subparagraphs (ii), (iii) or (iv) only as permitted by the Committee, in its
sole discretion. In no event will the purchase price of Common Stock be less
than the par value of the Common Stock. Furthermore, the purchase price of
Common Stock subject to a 1999 Plan ISO shall not be less than the Fair Market
Value of the Common Stock on the date of the issuance of the 1999 Plan ISO,
provided that in the case of 1999 Plan ISOs granted to Ten Percent Stockholders,
the purchase price shall not be less than 110% of the Fair Market Value of the
Common Stock on the date of issuance of the 1999 Plan ISO.

      (d) Further Restrictions as to Incentive Stock Options. To the extent that
the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to this section) are exercisable for
the first time by any Employee Participant during any calendar year exceeds
$100,000, such Corporation ISOs shall be treated as options which are not
Incentive Stock Options. For the purpose of this limitation, options shall be
taken into account in the order granted, and the Committee may designate that
portion of any Corporation ISO that shall be treated as not an Incentive Stock
Option in the event that the provisions of this paragraph apply to a portion of
any option, unless otherwise required by the Code or regulations of the Internal
Revenue Service. The designation described in the preceding sentence may be made
at such time as the Committee considers appropriate, including after the
issuance of the


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option or at the time of its exercise. For the purpose of this section, Fair
Market Value shall be determined as of the time the option with respect to such
stock is granted.

      (e) Restrictions. At the discretion of the Committee, the Common Stock
issued pursuant to the Stock Options granted hereunder may be subject to
restrictions on vesting or transferability. For the purposes of this limitation,
options shall be taken into account in the order granted.

      (f) Withholding of Taxes. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder.
The Corporation may require, as a condition to the exercise of a Stock Option,
or demand, at such other time as it may consider appropriate, that the
Participant pay the Corporation the amount of any taxes which the Corporation
may determine is required to be withheld or collected, and the Participant shall
comply with the requirement or demand of the Corporation. In its discretion, the
Corporation may withhold shares to be received upon exercise of a Stock Option
if it deems this an appropriate method for withholding or collecting taxes.

      (g) Securities Law Compliance. Upon exercise (or partial exercise) of a
Stock Option, the Participant or other holder of the Stock Option shall make
such representations and furnish such information as may, in the opinion of
counsel for the Corporation, be appropriate to permit the Corporation to issue
or transfer Stock in compliance with the provisions of applicable federal or
state securities laws. The Corporation, in its discretion, may postpone the
issuance and delivery of Stock upon any exercise of this Option until completion
of such registration or other qualification of such shares under any federal or
state laws, or stock exchange listing, as the Corporation may consider
appropriate. Furthermore, the Corporation is not obligated to register or
qualify the shares of Common Stock to be issued upon exercise of a Stock Option
under federal or state securities laws (or to register or qualify them at any
time thereafter), and it may refuse to issue such shares if, in its sole
discretion, registration or exemption from registration is not practical or
available. The Corporation may require that prior to the issuance or transfer of
Stock upon exercise of a Stock Option, the Participant enter into a written
agreement to comply with any restrictions on subsequent disposition that the
Corporation deems necessary or advisable under any applicable federal and state
securities laws. Certificates of Stock issued hereunder shall bear a legend
reflecting such restrictions.

      (h) Right to Stock Option. No employee of the Corporation or any other
person shall have any claim or right to be a participant in this 1999 Plan or to
be granted a Stock Option hereunder. Neither this 1999 Plan nor any action taken
hereunder shall be construed as giving any person any right to be retained in
the employ of the Corporation. Nothing contained hereunder shall be construed as
giving any person any equity or interest of any kind in any assets of the
Corporation or creating a trust of any kind or a fiduciary relationship of any
kind between


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the Corporation and any such person. As to any claim for any unpaid amounts
under this 1999 Plan, any person having a claim for payments shall be an
unsecured creditor.

      (i) Indemnity. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 1999 Plan, and the Corporation
hereby agrees to indemnify the members of the Board of Directors, the members of
the Committee, and the employees of the Corporation and its parent or
subsidiaries in respect of any claim, loss, damage, or expense (including
reasonable counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.

      (j) Participation by Foreigners. Without amending this 1999 Plan, except
to the extent required by the Code in the case of Incentive Stock Options, the
Committee may modify grants made to participants who are foreign nationals or
employed outside the United States so as to recognize differences in local law,
tax policy, or custom.

      Section V. Amendment and Termination: Adjustments Upon Changes in Stock.

      The Board of Directors of the Corporation may at any time, and from time
to time, amend, suspend or terminate this 1999 Plan or any portion thereof,
provided that no amendment shall be made without approval of the Corporation's
stockholders if such approval is necessary to comply with any applicable tax
requirement, any applicable rules or regulations of the Securities and Exchange
Commission, including Rule 16b-3 (or any successor rule thereunder), or the
rules and regulations of any exchange or stock market on which the Corporation's
securities are listed or quoted. Except as provided herein, no amendment,
suspension or termination of this 1999 Plan may affect the rights of a
Participant to whom a Stock Option has been granted without such Participant's
consent. The Committee is specifically authorized to convert, in its discretion,
the unexercised portion of any 1999 Plan ISO granted to an Employee Participant
to a Non-qualified Option at any time prior to the exercise, in full, of such
1999 Plan ISO. If there shall be any change in the Common Stock or to any Stock
Option granted under this 1999 Plan through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in
the corporate structure of the Corporation, appropriate adjustments may be made
by the Committee (or if the Corporation is not the surviving corporation in any
such transaction, the Board of Directors of the surviving corporation, or its
designee) in the aggregate number and kind of shares subject to this 1999 Plan,
and the number and kind of shares and the price per share subject to outstanding
options, provided that such adjustment does not affect the qualification of any
1999 Plan ISO as an Incentive Stock Option. In connection with the foregoing,
the Committee may issue new Stock Options in exchange for outstanding Stock
Options.


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      Section VI. Shares of Stock Subject to the Plan.

      The number of shares of Common Stock that may be the subject of awards
under this 1999 Plan shall not exceed an aggregate of 4,000,000 shares. Shares
to be delivered under this 1999 Plan may be either authorized but unissued
shares of Common Stock or treasury shares. Any shares subject to an option
hereunder which for any reason terminates, is canceled or otherwise expires
unexercised, and any shares reacquired by the Corporation due to restrictions
imposed on the shares, shares returned because payment is made hereunder in
stock of equivalent value rather than in cash, and/or shares reacquired from a
recipient for any other reason shall, at such time, no longer count towards the
aggregate number of shares which have been the subject of Stock Options issued
hereunder, and such number of shares shall be subject to further awards under
this 1999 Plan, provided, first, that the total number of shares then eligible
for award under this 1999 Plan may not exceed the total specified in the first
sentence of this Section VI, and second, that the number of shares subject to
further awards shall not be increased in any way that would cause this 1999 Plan
or any Stock Option to not comply with Section 16, if applicable to the
Corporation.

      Section VII. Effective Date and Term of this Plan.

      The effective date of this 1999 Plan is June , 1999 (the "Effective Date")
and awards under this 1999 Plan may be made for a period of ten years commencing
on the Effective Date. The period during which a Stock Option may be exercised
may extend beyond that time as provided herein.

DATE OF APPROVAL BY STOCKHOLDERS: As of June ____, 1999

DATE OF APPROVAL BY BOARD OF DIRECTORS: As of June ____, 1999


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