EX-10.4

            GROUP COMPENSATION PLAN

                                   EXHIBIT 3.2

INTERNATIONAL MERCANTILE CORPORATION GROUP COMPENSATION PLAN

    THIS AGREEMENT is made this 19 day of April, 2000.

Section 1.       Purpose

         The Compensation Plan (hereinafter referred to as the "Plan") is
intended to promote the best interest of International Mercantile Corporation,
Inc. a Missouri corporation (the "Company") and its stockholders by providing a
means of non-cash remuneration to consultants, and services providers who
contribute to the operating progress and earning power of the Company.

Section 2.       Definitions

         The following definitions shall be applicable to the terms used in the
Plan:

         2.1 "Code" means the Internal Revenue Code of 1986, as presently in
effect or as hereunder amended.

         2.2 "Committee" means a committee of two (2) Directors (none of whom is
an Eligible Participant) appointed by the Board of Directors to implement,
interpret and administer the Plan, subject at all times to the approval of the
entire Board of Directors unless and to the extent that the Committee is
composed of all of the persons then comprising the Board of Directors of the
Company. The Board of Directors, in its sole discretion, may at any time remove
any member of the Committee and appoint another Director (who may or may not be
an Eligible Participant to fill any vacancy on the Committee or may act itself
as the Committee:

         2.3 "Company" means International Mercantile Corporation, a Mo.
corporation.

         2.4 "Eligible Participant" or "Participant" means any consultant or
service provider of the Company who is determined (in accordance with the


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provisions of Section 4 hereof, provided however that no provider was or is an
employee of the company), to be

eligible to receive stock hereunder.

         2.5 "Plan" means this International Mercantile Corporation Compensation
Plan.

         2.6 "Registered Stock" means shares of common stock, par value .001, of
the Company which are, upon issuance, freely tradable by virtue of having been
registered with the Securities and Exchange Commission under cover of Form S-8,
or another appropriate registration statement, and which shares have been issued
subject to the "blue sky" provisions of any appropriate state jurisdiction.
Special resale restrictions may, however, apply to officers, directors, control
shareholders and affiliates of the Company and such individuals or entities will
be required to obtain an opinion of counsel as regards their ability to resell
shares received pursuant to this Plan.

         2.7 "Restricted Stock" means shares of common stock, par value .001, of
the Company issuable directly under the Plan which are, upon issuance, subject
to the restrictions set forth in Section 10 hereof. Wherever appropriate, words
used in the Plan in the singular may mean that plural, the plural may mean the
singular, and the masculine may mean the feminine or neuter.

Section 3.       Adoption and Administration of the Plan

         Upon the adoption by the Company's Board of Directors, the Plan shall
become effective immediately. In the absence of contrary action by the Board of
Directors, and expect for action taken by the Committee pursuant to Section 4 in
connection with the determination of Eligible Participants, any action taken by
the Committee or by the board of Directors with respect to the implementation,
interpretation or administration of the Plan shall be final, conclusive and
binding.

Section 4.       Eligibility and Awards

         The Committee shall determine, as soon as practicable after the
effective date of the Plan, and at any time and from time to time thereafter:

         (i) the Eligible Participants; (ii) the number of shares of Stock
issuable directly or to be granted pursuant to the Plan which an

Eligible Participant may exercise; (iii) the price at which each grant may be
exercised, or the price per share in cash, or cancellation of fees or other
payment for which the Company is liable if a direct issue of stock; and (iv) the
terms on which each grant may be granted. Such determination, as may from time
to time be amended or altered at the sole discretion of the Committee, shall be
set forth on Exhibit A to this Plan, attached hereto. Notwithstanding the
provisions of Section 3 hereof, no such determination by the Committee shall be
final conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of all the person then comprising the Board of Directors of the
Company, such approval by the Board of Directors shall not be necessary.

Section 5.       Issuance of Stock

         Subject to the terms and provisions of this Plan, the terms and
conditions under which the issuance of Registered Stock or Restricted Stock may
be granted to an Eligible Participant shall be set forth in a written agreement
(i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) and the grant of such Registered Stock or Restricted Stock hereunder
shall be made a part hereof and containing such modifications thereto and such
other provisions as the Committee, in its sole discretion, may determine.
Notwithstanding the foregoing provisions of this Section 5, each Grant of any
Registered Stock or Restricted Stock shall incorporate the provisions of this
Plan by reference.


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Section 6.       Total Number of Shares of Stock

         The total number of shares of Stock reserved for issuance by the
Company directly under this Plan shall not, initially be more than Eight Hundred
Thousand (800,000) for year 2000. The total number of shares of Stock reserved
for such issuance may be increased only by a resolution adopted by the Board of
Directors and an amendment of the Plan. Such Stock may be authorized and
unissued or reacquired common stock of the Company.

Section 7.       Purchase of Shares of Stock.

        7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to SecItion 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
and be issued directly, the Committee shall give notice (written or oral)
thereof to each Eligible participant, which notice be accompanied by the
issuance, to be acknowledged by such Eligible Participant.

Upon receipt of said acknowledge by the Company, the Company will forward
instructions to the Company's transfer agent to issue Stock to such Eligible
Participant.

         7.2 The negotiated cost basis of stock issued directly to purchase
shares pursuant to paragraph 71. Shall be as determined by the Committee, it
being understood that the price so determined by the Committee may vary from one
Eligible Participant to another. In computing the negotiated direct issue price
of a share of Stock, the Committee shall take into consideration, among other
factors, the restrictions set forth in Section 10 hereof.

Section 8.       Payment upon Direct Issuance

         The Committee shall determine the terms of the direct issue price for
payment by each Participant for his shares of Stock granted thereunder. Such
terms shall be set forth or referred to in the Board Resolution authorizing
issuance. The terms so set by the Committee may vary from one Participant to
another.

Section 9.       Delivery of Shares of Registered Stock Upon Exercise

         The Company shall deliver to or on behalf of each Participant such
number of shares of Registered Stock as such Participant elects to purchases
upon direct issuance. Such shares, which shall be fully paid and non-assessable
upon the issuance thereof, shall be represented by a certificates registered in
the name of the Participant and stamped with an appropriate legend referring to
the restriction thereon, if such stock is to be restricted. Subject to the terms
and provisions of the Missouri Business Corporation Act, an Eligible Participant
shall have all the rights of a stockholder with respect to such shares,
including the right to vote the shares and to receive all dividend or other
distributions paid or made with respect thereto, provided that such shares shall
be subject to the restrictions hereinafter set forth. In the event of a merger
or consolidation to which the Company is a party, or of any other acquisition of
a majority of the issued and outstanding shares of common stock of an acquiring
corporation for common stock of the Company, or of any transfer of all or
substantially all of the assets of the Company in exchange for stock of any
acquiring corporation, a determination as to whether the stock of the acquiring
corporation so received shall be subject to the restrictions set forth in
Section 10 shall be made solely by the acquiring corporation.

Section 10.      Restrictions On Shares Of Stock Issued Upon Direct ssuance

         10.1 The shares of Stock issued directly shall not be sold, exchanged,
assigned, transferred or permitted to be transferred, whether voluntarily,
involuntarily or by operation of law, delivered, encumbered, discounted,

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pledged, hypothecated or otherwise disposed of unless the shares underlying the
direct issuance have been registered with the Securities and Exchange Commission
("SEC") pursuant to a registration statement on Form S-8, or such other forms as
may be appropriate, or an Opinion of Counsel, satisfactory to the Company, is
received, which opinion established that an exemption from the registration
provisions of the Securities Act of 1933, as amended the "33 Act") is available.

         10.2 The direct issuance of stock hereunder, to any Eligible
Participant may be subject in the sole discretion of the Committee, to other and
further restrictions on transferability, which may provide, among other
restrictions, that such shares may not be sold, exchanged, assigned, transferred
or permitted to be transferred, whether voluntarily, involuntarily or by
operation of law, delivered, encumbered, discount, pledged, hypothecated or
otherwise disposed of for a period of six (6) months from effective date of such
other period as may be determined by the Committee.

Section 11.      Plan Binding Upon Assigns of Transferees

         In the event that, at any time or from time to time, any shares to
Stock are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10 hereof, such party shall take
such shares to Stock pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such shares of Stock, such
party shall agree (for and on behalf of himself or itself, his or its legal
representatives and his or its transferees and assigns) in writing to be bound
by all provisions of this Plan.

Section 12.      Costs and Expenses

         All costs and expenses with respect to the adoption, implementation,
interpretations and administration of the Plan shall be borne by the Company.

Section 13.      No Prior Right of Award

         Nothing in the Plan shall be deemed to give any officer or employee of
the Company, or his legal representatives or assigns, or any other person or
entity claiming under or through him, any contract or other right to participate
in the benefits of this Plan. Nothing in the Plan shall be construed as
constituting a commitment, guarantee, agreement or understanding of any kind or
nature that the Company shall continue to employ any individual (whether or not
a Participant). The Plan shall not affect in any way the right of the Company to
terminate the employment or contract of any individual (whether or not a
participant) at any time.

Section 14.      Changes in Capital Structure Of The Company

         Unless otherwise agreed to by the Company in writing or unless
otherwise required by law, the shares of Stock issued directly under the Plan
and which are held by an Eligible Participant, or is successor in interest,
shall be adjusted in any manner for (i) a subdivision or combination of any of
the shares of capital stock of the Company; (ii) a dividend payable in shares of
capital stock of the Company; (iii) a reclassification of any shares of capital
stock of the Company; or (iv) any other change in the capital structure of the
Company.

Section 15.      Amendment or Termination of The Plan

         The Plan may be amended or terminated whole or in part by the Board of
Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any reward
therefore made.

Section 16.      Burden and Benefit

         The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrations,
heirs, and personal and legal representatives.

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                                     International Mercantile Corporation

         IN WITNESS WHEREOF, the undersigned has executed this Agreement the day
and year first above written.

WITNESSES:

                                                 IMTL

                                              By: /s/ Frederic Richardson

                                                 ----------------------------
                      Frederic Richardson, Executive V. P.