EXHIBIT 10.18

      THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
      UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY NOT BE  SOLD,
      TRANSFERRED,  ASSIGNED  OR  HYPOTHECATED  UNLESS  THERE  IS  AN  EFFECTIVE
      REGISTRATION  STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,  THE SALE
      IS MADE IN ACCORDANCE WITH RULE 144, OR THE COMPANY RECEIVES AN OPINION OF
      COUNSEL FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE
      COMPANY, STATING THAT SUCH SALE, TRANSFER,  ASSIGNMENT OR HYPOTHECATION IS
      EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY  REQUIREMENTS OF SUCH
      ACT.


                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                         INTERNATIONAL TRAVEL CD'S, INC.
                           Void after February 3, 2014

      This certifies  that, for value  received,  Donald R. Innis  ("Holder") is
entitled,  subject to the terms set forth below, to purchase from  INTERNATIONAL
TRAVEL CD'S, INC., a Colorado corporation (the "Company"),  shares of the common
stock, no par value per share, of the Company ("Common  Stock"),  as constituted
on the date  hereof  (the  "Option  Issue  Date"),  with the Notice of  Exercise
attached hereto duly executed, and simultaneous payment therefor in lawful money
of the  United  States or as  otherwise  provided  in  Section 3 hereof,  at the
Exercise Price then in effect.  The number,  character and Exercise Price of the
shares of Common Stock  issuable upon exercise  hereof are subject to adjustment
as provided herein.

      1. TERM OF  OPTION.  Subject to  compliance  with the  vesting  provisions
identified at Section 2.3 hereof, this Option shall be exercisable,  in whole or
in part,  during the term commencing on the Option Issue Date and ending at 5:00
p.m.  CST on February 3, 2014 (the "Option  Expiration  Date") and shall be void
thereafter.

      2. NUMBER OF SHARES, EXERCISE PRICE AND VESTING PROVISIONS.

            2.1 NUMBER OF SHARES. The number of shares of Common Stock which may
be  purchased  pursuant to this Option shall be 970,000  shares (the  "Shares"),
subject, however, to adjustment pursuant to Section 11 hereof.

            2.2  EXERCISE  PRICE.  The Exercise  Price at which this Option,  or
portion thereof, may be exercised shall be $.44(1) per Share, subject,  however,
to adjustment pursuant to Section 11 hereof.


------------------------------
(1) The last sale price of the  Company's  common  stock as  reported on the OTC
Bulletin Board on the Option Issue Date.

<PAGE>

            2.3 VESTING. This Option shall vest in full on February 3, 2005.

      3. EXERCISE OF OPTION.

            3.1  PAYMENT OF EXERCISE  PRICE.  Subject to the terms  hereof,  the
purchase  rights  represented  by this Option are  exercisable  by the Holder in
whole or in part,  at any time,  or from time to time,  by the surrender of this
Option and the Notice of Exercise  annexed hereto duly completed and executed on
behalf of the  Holder,  at the office of the  Company  (or such other  office or
agency of the Company as it may  designate by notice in writing to the Holder at
the address of the Holder appearing on the books of the Company)  accompanied by
payment of the Exercise Price in full (i) in cash or by bank or certified  check
for the Shares with respect to which this Option is exercised;  (ii) by delivery
to the  Company of shares of the  Company's  Common  Stock  having a Fair Market
Value (as defined  below) equal to the  aggregate  Exercise  Price of the Shares
being  purchased  which Holder is the record and  beneficial  owner of and which
have been held by the Holder for at least six (6)  months;  (iii) if the sale of
the Shares is covered by an effective registration  statement,  by delivering to
the Company a Notice of Exercise  together  with an  irrevocable  direction to a
broker-dealer  registered under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), to sell a sufficient portion of the Shares and deliver the
sales proceeds directly to the Company to pay the Exercise Price; or (iv) by any
combination of the  procedures  set forth in subsections  (i), (ii) and (iii) of
this Section 3.1.

            3.2 FAIR MARKET VALUE.  If  previously  owned shares of Common Stock
are tendered as payment of the Exercise Price, the value of such shares shall be
the "Fair Market Value" of such shares on the trading date immediately preceding
the date of exercise. For the purpose of this Agreement, the "Fair Market Value"
shall be:

                  (a) If the  Common  Stock  is  admitted  to  quotation  on the
National   Association  of  Securities   Dealers   Automated   Quotation  System
("NASDAQ"),  the Fair Market Value on any given date shall be the average of the
highest bid and lowest  asked  prices of the Common  Stock as reported  for such
date or, if no bid and asked prices were  reported  for such date,  for the last
day preceding such date for which such prices were reported;

                  (b) If the  Common  Stock is  admitted  to trading on a United
States securities exchange or the NASDAQ National Market System, the Fair Market
Value on any date shall be the closing  price  reported  for the Common Stock on
such  exchange  or system for such date or, if no sales were  reported  for such
date, for the last day preceding such date for which a sale was reported;

                  (c) If the  Common  Stock is  traded  in the  over-the-counter
market and not on any national  securities  exchange nor in the NASDAQ Reporting
System,  the Fair Market Value shall be the average of the mean between the last
bid and ask prices per share,  as reported  by the  National  Quotation  Bureau,
Inc.,  or an  equivalent  generally  accepted  reporting  service,  or if not so
reported,  the  average  of the  closing  bid and  asked  prices  for a share as
furnished to the Company by any member of the National Association of Securities
Dealers, Inc., selected by the Company for that purpose; or

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<PAGE>

                  (d) If the Fair  Market  Value of the Common  Stock  cannot be
determined on the basis previously set forth in this definition on the date that
the Fair Market Value is to be determined, the Board of Directors of the Company
shall in good faith  determine the Fair Market Value of the Common Stock on such
date.

If the tender of previously  owned shares would result in an issuance of a whole
number of Shares  and a  fractional  Share of  Common  Stock,  the value of such
fractional share shall be paid to the Company in cash or by check by the Holder.

            3.3 TERMINATION OF EMPLOYMENT; DEATH.

                  (a) If Holder shall cease to be employed by the  Company,  all
Options to which  Holder is then  entitled to  exercise  may be  exercised  only
within ninety (90) days after the  termination  of  employment  and prior to the
Option  Termination  Date  or,  if such  termination  was due to  disability  or
retirement (as hereinafter  defined),  within one (1) year after  termination of
employment  and  prior  to the  Option  Termination  Date.  Notwithstanding  the
foregoing,  in the event that any  termination of employment  shall be for Cause
(as defined below), then this Option shall forthwith terminate.

      For purposes of this Option,  the term "Cause" shall mean (a) with respect
to an  individual  who is party to a written  agreement  with the Company  which
contains a definition  of "cause" or "for cause" or words of similar  import for
purposes of termination of employment thereunder by the Company, "cause" or "for
cause" as defined in such  agreement;  (b) in all other  cases (i) the  Holder's
intentional,  persistent failure, dereliction, or refusal to perform such duties
as are  reasonably  assigned to him or her by the  officers or  directors of the
Company;  (ii) the Holder's fraud,  dishonesty or other deliberate injury to the
Company  in the  performance  of his or her  duties  on behalf  of, or for,  the
Company;  (iii) the Holder's  conviction  of a crime which  constitutes a felony
involving  moral  turpitude,  fraud or deceit in the  jurisdiction  in which the
Holder is employed,  regardless of whether such crime involves the Company; (iv)
the  willful  commission  by the Holder of a criminal  or other act that  causes
substantial economic damage to the Company or substantial injury to the business
reputation  of the Company;  or (v) the Holder's  material  breach of his or her
employment agreement, if any. For purposes of this Option, no act, or failure to
act,  on the part of any person  shall be  considered  "willful"  unless done or
omitted to be done by the person other than in good faith and without reasonable
belief  that the  person's  action or omission  was in the best  interest of the
Company.

                  (b) If Holder  shall die while  employed  by the  Company  and
prior to the Option  Termination  Date,  any  Options  then  exercisable  may be
exercised  only within one (1) year after  Holder's  death,  prior to the Option
Termination  Date and only by the Holder's  personal  representative  or persons
entitled   thereto   under  the  Holder's  will  or  the  laws  of  descent  and
distribution.

                  (c) This Option may not be exercised for more Shares  (subject
to  adjustment as provided in Section 11 hereof)  after the  termination  of the
Holder's  employment or death,  as the case may be, than the Holder was entitled
to purchase thereunder at the time of the termination of the Holder's employment
or death.

                                       3
<PAGE>

            3.4 EXERCISE DATE;  DELIVERY OF  CERTIFICATES.  This Option shall be
deemed to have been exercised  immediately prior to the close of business on the
date of its  surrender  for  exercise as  provided  above,  and Holder  shall be
treated for all  purposes as the holder of record of such Shares as of the close
of business on such date. As promptly as  practicable  on or after such date and
in any event within ten (10) days  thereafter,  the Company at its expense shall
issue and deliver to the Holder a certificate or certificates  for the number of
Shares  issuable upon such exercise.  In the event that this Option is exercised
in part,  the  Company at its expense  will  execute and deliver a new Option of
like tenor  exercisable  for the number of shares for which this Option may then
be exercised.

      4.  NO  FRACTIONAL   SHARES  OR  SCRIP.  No  fractional  shares  or  scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price  multiplied by
such fraction.

      5. REPLACEMENT OF OPTION. On receipt of evidence  reasonably  satisfactory
to the Company of the loss, theft, destruction or mutilation of this Option and,
in the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably  satisfactory in form and substance to the Company or, in the case of
mutilation,  on surrender and  cancellation  of this Option,  the Company at its
expense shall execute and deliver,  in lieu of this Option, a new Option of like
tenor and amount.

      6. RIGHTS OF STOCKHOLDER.  Except as otherwise  contemplated  herein,  the
Holder  shall not be  entitled  to vote or  receive  dividends  or be deemed the
holder of Common  Stock or any other  securities  of the Company that may at any
time be issuable on the  exercise  hereof for any  purpose,  nor shall  anything
contained  herein be  construed to confer upon the Holder,  as such,  any of the
rights of a stockholder  of the Company or any right to vote for the election of
directors or upon any matter  submitted to stockholders at any meeting  thereof,
or to give or  withhold  consent  to any  corporate  action  (whether  upon  any
recapitalization,  issuance of stock,  reclassification  of stock, change of par
value, or change of stock to no par value, consolidation,  merger, conveyance or
otherwise)  or to  receive  notice  of  meetings,  or to  receive  dividends  or
subscription  rights or otherwise  until the Option shall have been exercised as
provided herein.

      7. TRANSFER OF OPTION.

            7.1   NON-TRANSFERABILITY.   This  Option  shall  not  be  assigned,
transferred,  pledged or  hypothecated  in any way,  nor  subject to  execution,
attachment or similar process,  otherwise than by will or by the laws of descent
and distribution.  Any attempted assignment,  transfer, pledge, hypothecation or
other disposition of this Option contrary to the provisions hereof, and the levy
of an execution,  attachment,  or similar process upon the Option, shall be null
and void and without effect.

            7.2 COMPLIANCE WITH SECURITIES LAWS;  RESTRICTIONS ON TRANSFERS.  In
addition  to  restrictions  on  transfer  of this Option and Shares set forth in
Section 7.1 above.

                  (a)  The  Holder  of  this  Option,   by  acceptance   hereof,
acknowledges  that this Option and the Shares to be issued upon exercise  hereof
are being acquired  solely for the Holder's own account and not as a nominee for

                                       4
<PAGE>

any other party,  and for  investment  (unless such shares are subject to resale
pursuant to an effective  prospectus),  and that the Holder will not offer, sell
or  otherwise  dispose of any Shares to be issued upon  exercise  hereof  except
under  circumstances  that will not result in a violation of applicable  federal
and state  securities  laws. Upon exercise of this Option,  the Holder shall, if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Shares of Common Stock so purchased are being acquired solely
for the  Holder's  own  account and not as a nominee  for any other  party,  for
investment  (unless  such shares are subject to resale  pursuant to an effective
prospectus), and not with a view toward distribution or resale.

                  (b) Neither  this Option nor any share of Common  Stock issued
upon  exercise  of this  Option may be offered  for sale or sold,  or  otherwise
transferred  or sold in any  transaction  which would  constitute a sale thereof
within the meaning of the 1933 Act, unless (i) such security has been registered
for sale under the 1933 Act and registered or qualified under  applicable  state
securities laws relating to the offer an sale of securities;  or (ii) exemptions
from the  registration  requirements  of the 1933  Act and the  registration  or
qualification  requirements of all such state  securities laws are available and
the Company  shall have received an opinion of counsel that the proposed sale or
other disposition of such securities may be effected without  registration under
the 1933 Act and  would not  result in any  violation  of any  applicable  state
securities laws relating to the  registration or qualification of securities for
sale,  such counsel and such  opinion to be  satisfactory  to the  Company.  The
Holder of this Option, by acceptance  hereof,  acknowledges that the Company has
no obligation to file a registration  statement with the Securities and Exchange
Commission  or any state  securities  commission to register the issuance of the
Shares  upon  exercise  hereof  or the  sale or  transfer  of the  Shares  after
issuance.

                  (c) All Shares issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially  the following form (in addition to any
legend  required by state  securities  laws).

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,  TRANSFERRED,  ASSIGNED
OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT COVERING SUCH  SECURITIES,  THE SALE IS MADE IN ACCORDANCE WITH RULE 144, OR
THE COMPANY  RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE  SECURITIES,
REASONABLY  SATISFACTORY  TO THE  COMPANY,  STATING  THAT SUCH  SALE,  TRANSFER,
ASSIGNMENT  OR  HYPOTHECATION  IS EXEMPT FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF SUCH ACT.

            (d) Holder  recognizes  that  investing in the Option and the Shares
involves a high degree of risk,  and Holder is in a  financial  position to hold
the Option and the Shares indefinitely and is able to bear the economic risk and
withstand a complete loss of its  investment  in the Option and the Shares.  The
Holder is a  sophisticated  investor and is capable of evaluating the merits and
risks of investing in the Company.  The Holder has had an opportunity to discuss
the Company's  business,  management  and  financial  affairs with the Company's
management,  has been given full and complete  access to information  concerning
the Company, and has utilized such access to its satisfaction for the purpose of
obtaining  information or verifying  information  and has had the opportunity to
inspect the Company's operation. Holder has had the opportunity

                                       5
<PAGE>

to ask questions of, and receive answers from the management of the Company (and
any person  acting on its behalf)  concerning  the Option and the Shares and the
agreements and transactions  contemplated  hereby,  and to obtain any additional
information as Holder may have requested in making its investment decision.

            (e)  Holder  acknowledges  and  represents:  (i)  that  he has  been
afforded the  opportunity to review and is familiar with the business  prospects
and finances of the Company and has based his  decision to invest  solely on the
information  contained  therein  and has  not  been  furnished  with  any  other
literature,  prospectus or other information except as included in such reports;
(ii) Holder is acquiring the Options and Shares for investment purposes only and
not with a view toward  distribution;  (iii) he  understands  that no federal or
state  agency  has  approved  or  disapproved  the  Option or Shares or made any
finding or  determination  as to the fairness of the Option and Common Stock for
investment;  and (iv) that the Company has made no representations,  warranties,
or  assurances  as to (A) the  future  trading  value of the Common  Stock,  (B)
whether  there will be a public market for the resale of the Common Stock or (C)
the  filing  of a  registration  statement  with  the  Securities  and  Exchange
Commission  or any state  securities  commission to register the issuance of the
Shares  upon  exercise  hereof  or the  sale or  transfer  of the  Shares  after
issuance.

      8. RESERVATION AND ISSUANCE OF STOCK; PAYMENT OF TAXES.

            (a) The Company  covenants  that during the term that this Option is
exercisable,  the Company will reserve from its authorized  and unissued  Common
Stock a  sufficient  number of shares to provide for the  issuance of the Shares
upon the  exercise  of this  Option,  and from  time to time will take all steps
necessary to amend its Articles of Incorporation to provide sufficient  reserves
of shares of Common Stock issuable upon the exercise of the Option.

            (b) The Company  further  covenants  that all shares of Common Stock
issuable  upon the due  exercise  of this Option will be free and clear from all
taxes or liens,  charges and  security  interests  created by the  Company  with
respect to the issuance thereof,  however, the Company shall not be obligated or
liable for the  payment of any taxes,  liens or charges of Holder,  or any other
party  contemplated  by Section 7, incurred in  connection  with the issuance of
this  Option or the  Common  Stock upon the due  exercise  of this  Option.  The
Company agrees that its issuance of this Option shall  constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock upon
the exercise of this Option.  The Common Stock issuable upon the due exercise of
this Option,  will, upon issuance in accordance  with the terms hereof,  be duly
authorized, validly issued, fully paid and non-assessable.

            (c) Upon exercise of the Option, the Company shall have the right to
require  the  Holder to remit to the  Company  an amount  sufficient  to satisfy
federal,  state and local tax withholding  requirements prior to the delivery of
any certificate for Shares of Common Stock purchased  pursuant to the Option, if
in the  opinion of counsel to the Company  such  withholding  is required  under
applicable tax laws.

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<PAGE>

            (d) If Holder is obligated to pay the Company an amount  required to
be withheld under  applicable tax withholding  requirements  may pay such amount
(i) in cash;  (ii) in the  discretion  of the Board of Directors of the Company,
through the delivery to the Company of  previously-owned  shares of Common Stock
having an aggregate Fair Market Value equal to the tax obligation  provided that
the  previously  owned  shares  delivered  in  satisfaction  of the  withholding
obligations must have been held by the Holder for at least six (6) months; (iii)
in the  discretion  of the  Board  of  Directors  of the  Company,  through  the
withholding  of Shares of  Common  Stock  otherwise  issuable  to the  Holder in
connection with the Option  exercise;  or (iv) in the discretion of the Board of
Directors of the Company,  through a combination  of the procedures set forth in
subsections (i), (ii) and (iii) of this Section 8(d).

      9. NOTICES.

            (a)  Whenever  the  Exercise  Price or number of shares  purchasable
hereunder  shall be adjusted  pursuant to Section 11 hereof,  the Company  shall
issue a certificate  signed by its Chief  Financial  Officer  setting forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of shares  purchasable  hereunder  after giving  effect to such
adjustment,  and  shall  cause a copy  of  such  certificate  to be  mailed  (by
first-class mail, postage prepaid) to the Holder of this Option.

            (b) All notices,  advices and communications under this Option shall
be deemed to have been given, (i) in the case of personal delivery,  on the date
of such  delivery  and (ii) in the case of mailing,  on the third  business  day
following the date of such mailing, addressed as follows:

                  If to the Company:
                  -----------------
                  International Travel CD's, Inc.
                  5633 Strand Boulevard
                  Suite 318
                  Naples, FL 34110

                  With a copy to:
                  --------------
                  Spector Gadon & Rosen, P.C.
                  1635 Market Street, 7th Floor
                  Philadelphia, PA 19103
                  Attn.: Vincent A. Vietti, Esquire

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<PAGE>

                  and to the Holder:
                  -----------------
                  Donald R. Innis
                  3570 Haldeman Creek Dr. #115
                  Naples, FL 34112
                  _______________________

      Either of the  Company  or the  Holder  may from time to time  change  the
address  to  which  notices  to it are  to be  mailed  hereunder  by  notice  in
accordance with the provisions of this Paragraph 9.

      10. AMENDMENTS.

            (a) Any term of this Option may be amended with the written  consent
of the Company and the Holder.  Any amendment  effected in accordance  with this
Section 10 shall be binding upon the Holder, each future holder and the Company.

            (b) No  waivers  of,  or  exceptions  to,  any  term,  condition  or
provision of this Option,  in any one or more instances,  shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision.

      11.  ADJUSTMENTS.  The  number  of  Shares  of  Common  Stock  purchasable
hereunder and the Exercise Price is subject to adjustment from time to time upon
the occurrence of certain events, as follows:

            11.1. REORGANIZATION, MERGER OR SALE OF ASSETS. If at any time while
this Option, or any portion thereof, is outstanding and unexpired there shall be
(i) a reorganization  (other than a combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein);  or (ii) a merger or
consolidation of the Company in which the shares of the Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form  of  securities,  cash  or
otherwise,  then, as a part of such  reorganization,  merger,  or consolidation,
lawful provision shall be made so that the holder of this Option shall upon such
reorganization,  merger,  or  consolidation,  have the right by exercising  such
Option,  to  purchase  the kind and  number of  shares of Common  Stock or other
securities  or  property   (including  cash)  otherwise   receivable  upon  such
reorganization,  merger or  consolidation by a holder of the number of shares of
Common  Stock  that might  have been  purchased  upon  exercise  of such  Option
immediately prior to such reorganization, merger or consolidation. The foregoing
provisions   of  this  Section  11.1  shall   similarly   apply  to   successive
reorganizations,  consolidations  or  mergers.  If the  per-share  consideration
payable to the Holder hereof for shares in connection with any such  transaction
is in a form other than cash or  marketable  securities,  then the value of such
consideration  shall  be  determined  in good  faith by the  Company's  Board of
Directors. In all events, appropriate adjustment (as determined in good faith by
the  Company's  Board  of  Directors)  shall be made in the  application  of the
provisions of this Option with respect to the rights and interests of the Holder
after the  transaction,  to the end that the  provisions of this Option shall be
applicable  after that event,  as near as reasonably  may be, in relation to any
shares or other  property  deliverable  after that event upon  exercise  of this
Option.

                                       8
<PAGE>

            11.2.  RECLASSIFICATION.  If the  Company,  at any time  while  this
Option,  or  any  portion  thereof,   remains  outstanding  and  unexpired,   by
reclassification of securities or otherwise,  shall change any of the securities
as to which purchase rights under this Option exist into the same or a different
number of securities of any other class or classes, this Option shall thereafter
represent  the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the  securities  that
were subject to the purchase rights under this Option  immediately prior to such
reclassification  or other  change  and the  Exercise  Price  therefor  shall be
appropriately  adjusted,  all subject to further  adjustment as provided in this
Section 11.

            11.3. SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the Company at
any time while this Option,  or any portion  thereof,  remains  outstanding  and
unexpired shall split,  subdivide or combine the securities as to which purchase
rights under this Option  exist,  into a different  number of  securities of the
same class,  the Exercise Price and the number of shares  issuable upon exercise
of this Option shall be proportionately adjusted.

            11.4.  ADJUSTMENTS  FOR  DIVIDENDS IN STOCK OR OTHER  SECURITIES  OR
PROPERTY.  If while this Option, or any portion hereof,  remains outstanding and
unexpired the holders of the securities as to which  purchase  rights under this
Option  exist at the time shall have  received,  or, on or after the record date
fixed for the determination of eligible Stockholders, shall have become entitled
to  receive,  without  payment  therefor,  other  or  additional  stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Option shall represent the right to acquire,  in addition
to the number of shares of the security receivable upon exercise of this Option,
and without payment of any additional consideration therefor, the amount of such
other or additional  stock or other  securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security  receivable upon exercise of this Option on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional  stock,  other  securities  or property  available  by this Option as
aforesaid during such period.

            11.5 GOOD FAITH.  The Company  will not,  by any  voluntary  action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the rights of the Holder of this Option against impairment.

      12.  FUNDAMENTAL   TRANSACTION.   For  purposes  of  this  Section  12,  a
"Fundamental  Transaction"  shall mean (i) the dissolution or liquidation of the
Company; (ii) a merger,  reorganization or consolidation in which the Company is
acquired by another person or entity (other than a holding company formed by the
Company);  (iii)  the  sale of all or  substantially  all of the  assets  of the
Company to any person or persons;  or (iv) the sale in a single transaction or a
series of related  transactions  of voting  stock  representing  more than fifty
percent  (50%) of the voting power of all  outstanding  shares of the Company to
any person or persons.  In the event of a Fundamental  Transaction,  this Option
shall automatically become immediately  exercisable in full, and shall be deemed
to have attained such status  immediately prior to the Fundamental  Transaction.
Holder  shall be given at least 15 days prior  written  notice of a  Fundamental

                                       9
<PAGE>

Transaction and shall be permitted to exercise any vested Options during this 15
day period  (including  those Options  vesting as a result of the  provisions of
this Section 12). In the event of a Fundamental  Transaction,  any Options which
are  neither  assumed or  substituted  for in  connection  with the  Fundamental
Transaction nor exercised as of the date of the Fundamental  Transaction,  shall
terminate  and  cease  to  be  outstanding  effective  as of  the  date  of  the
Fundamental Transaction,  unless otherwise provided by the Board of Directors of
the Company.

      13. SEVERABILITY.  Whenever possible,  each provision of this Option shall
be interpreted in such manner as to be effective and valid under applicable law,
but  if any  provision  of  this  Option  is  held  to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the validity,  legality or  enforceability of any other provision of this Option
in such  jurisdiction or affect the validity,  legality or enforceability of any
provision  in any  other  jurisdiction,  but  this  Option  shall  be  reformed,
construed  and  enforced in such  jurisdiction  as if such  invalid,  illegal or
unenforceable provision had never been contained herein.

      14. GOVERNING LAW. The corporate law of the State of Colorado shall govern
all issues and questions  concerning the relative  rights of the Company and its
stockholders.  All  other  questions  concerning  the  construction,   validity,
interpretation  and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance  with,  the laws of the
State of Florida,  without giving effect to any choice of law or conflict of law
rules or provisions  (whether of the State of Florida or any other jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
State of Florida.

      15.  JURISDICTION.  The Holder and the Company agree to submit to personal
jurisdiction  and to waive any  objection  as to venue in the  federal  or state
courts of Florida. Service of process on the Company or the Holder in any action
arising out of or relating to this Option  shall be  effective if mailed to such
party at the address listed in Section 9 hereof.

      16. ARBITRATION.  If a dispute arises as to interpretation of this Option,
it shall be decided  finally by three  arbitrators in an arbitration  proceeding
conforming to the Rules of the American  Arbitration  Association  applicable to
commercial  arbitration.  The arbitrators shall be appointed as follows:  one by
the Company, one by the Holder and the third by the said two arbitrators, or, if
they cannot agree,  then the third arbitrator shall be appointed by the American
Arbitration Association. The third arbitrator shall be chairman of the panel and
shall be impartial.  The arbitration  shall take place in Naples,  Florida.  The
decision of a majority of the arbitrators shall be conclusively binding upon the
parties and final,  and such decision  shall be enforceable as a judgment in any
court of competent  jurisdiction.  Each party shall pay the fees and expenses of
the arbitrator appointed by it, its counsel and its witnesses. The parties shall
share equally the fees and expenses of the impartial arbitrator.

      17.  CORPORATE  POWER;   AUTHORIZATION;   ENFORCEABLE   OBLIGATIONS.   The
execution,  delivery  and  performance  by the Company of this  Option:  (i) are
within the  Company's  corporate  power;  (ii) have been duly  authorized by all
necessary or proper  corporate  action;  (iii) are not in  contravention  of the
Company's  articles  of  incorporation  or bylaws;  (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities   laws,  or  any  order  or  decree  of  any  court  or  governmental
instrumentality;  and (v) will not, in any material  respect,  conflict  with or

                                       10
<PAGE>

result  in the  breach or  termination  of, or  constitute  a default  under any
agreement  or other  material  instrument  to which the Company is a party or by
which the Company is bound.

      18. SUCCESSORS AND ASSIGNS.  This Option shall inure to the benefit of and
be binding on the respective  successors,  assigns and legal  representatives of
the Holder and the Company.



      IN WITNESS  WHEREOF,  the Company and Holder have caused this Option to be
executed as of February 4, 2004.


                                    INTERNATIONAL TRAVEL CD'S, INC.


                                    By:  /s/  Richard A. Schmidt
                                        ------------------------------
                                        Richard A. Schmidt
                                        Chief Executive Officer

AGREED AND ACCEPTED:

DONALD R. INNIS


/s/ Donald R. Innis
-------------------------------
Signature

                                       11
<PAGE>

                               NOTICE OF EXERCISE

TO:  Chief Executive Officer
     International Travel CD's, Inc.
     5633 Strand Boulevard
     Suite 318
     Naples, FL 34110

      (1) The undersigned hereby elects to purchase ___________ shares of Common
Stock of INTERNATIONAL  TRAVEL CD'S, INC.  pursuant to the terms of the attached
Option,  and tenders  herewith  payment of the purchase price for such shares in
full in the following manner (please check one of the following choices):

      |_|   In Cash

      |_|   Cashless exercise through a broker; or

      |_|   Delivery of previously owned shares.

      (2) In  exercising  this  Option,  the  undersigned  hereby  confirms  and
acknowledges  that the  shares of  Common  Stock to be  issued  upon  conversion
thereof are being acquired  solely for the account of the undersigned and not as
a nominee  for any other  party,  and for  investment  (unless  such  shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer,  sell or  otherwise  dispose of any such shares of Common  Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

      (3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned.




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



--------------------------          -----------------------------
(Date)                              (Signature)

                                       12