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                                 EXHIBIT 10.17
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                               SECOND AMENDMENT TO
             THE WENDT-BRISTOL HEALTH SERVICES CORPORATION EMPLOYEE
                                STOCK OPTION PLAN

         The Wendt-Bristol Health Services Corporation ("Wendt-Bristol"), a
Delaware Corporation, hereby amends The Wendt-Bristol Health Services
Corporation Stock Option Plan (the "Plan") (as amended effective July 25, 1991),
as provided herein.

         1. The Plan currently provides that the aggregate number of shares
which may be the subject of options granted pursuant to the Plan is 250,000,
which amount Wendt-Bristol desires to increase to 500,000. Therefore, Paragraph
2 of the Plan is hereby deleted in its entirety and the following is adopted in
its place and stead:

                  "2. Amount and Source of Stock. The aggregate number and class
                  of shares which may be the subject of options granted pursuant
                  to the Plan are 500,000 shares of Common Stock, par value $.01
                  per share, of the Company (the "Shares"), subject to
                  adjustment as provided in paragraph 10. Such shares may be
                  reserved or made available from the Company's authorized and
                  unissued Shares or from Shares reacquired and held in the
                  Company's treasury. In the event that any option granted
                  hereunder shall terminate prior to its exercise in full, for
                  any reason, including, without limitation, an option exchange
                  pursuant to paragraph 13 thereof, then the Shares subject to
                  the option which have not been acquired but the holder of the
                  option shall be added to the Shares otherwise available for
                  issuance pursuant to the exercise of options under the Plan."

         2. Paragraph 12 of the Plan is hereby amended by deleting subparagraph
(c) of Paragraph 12 in its entirety and the following is adopted in its place
and stead:

                  "(c) There is hereby granted to Paul H. Levine, a
                  non-incentive stock option upon the same terms and conditions
                  as those provided with respect to the options contemplated by
                  subparagraph 12(b) as though repeated here ipsissimis verbis,
                  except that the date of the Grant shall be August 1, 1998, and
                  the exercise price shall be 100% of the fair market value per
                  share of the shares on such date."

         3. Paragraph 12 of the Plan is hereby amended by deleting subparagraph
(d) of Paragraph 12 in its entirety and the following is adopted in its place
and stead:

                  "(d) The Board or, if so designated, the Committee, shall
                  grant additional non-incentive stock options annually to each
                  of the Directors of the Company who is entitled to receive or
                  has received an option (the "initial option") pursuant to the
                  provisions of either subparagraph 12(b) or, in the case of
                  Paul H. Levine, 12(c) provided that such Director continues to
                  be a Director of the Company on the relevant Date of Grant
                  hereinafter referred to. Each of such additional non-incentive
                  stock options shall be granted upon the same terms and
                  conditions as those provided with respect to the options
                  contemplated by subparagraph 12(b) as though repeated here
                  ipsissimis verbis, except that the Date of the Grant of the
                  initial option to such Director and the number of Shares
                  subject to each of such additional stock options shall be
                  1,000, except upon the fifth anniversary of the Date of Grant
                  of the initial option, and each fifth anniversary date
                  thereafter, the number of Shares subject to each of such
                  additional stock options shall be 10,000.
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         The foregoing shall become effective as of the 18th day of June, 1998,
provided that the shareholders of Wendt-Bristol approve this Second Amendment at
its 1998 Annual Meeting of Stockholders.

         NOW, THEREFORE, this Second Amendment to the Plan is adopted by order
of the Board of Directors this 18th day of June, 1998.

                                    THE WENDT-BRISTOL HEALTH SERVICES
                                    CORPORATION

                                    By:
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                                       Marvin D. Kantor, Chairman of the Board