EXHIBIT 10.174

                              PUT/OPTION AGREEMENT

         THIS PUT/OPTION  AGREEMENT  ("Agreement") is entered into this 22nd day
of August,  1997, by and between Nona Morelli's II Inc., a Colorado  corporation
("Nona"), and Joseph Monterosso ("Monterosso").

         WHEREAS,  Monterosso desires to acquire from Nona an option to purchase
up to 7,800,000 shares of common stock (the "Shares") of Group V Corporation,  a
Delaware corporation ("GRPV") which Nona owns or will acquire as a result of its
election  to convert  100,000  shares of Series B  Preferred  Stock of GRPV (the
"Series B Shares"); and,

         WHEREAS,  Nona  desires to grant  Monterosso  an option to purchase the
Shares subject to the terms and conditions set forth below.

         NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Nona and Monterosso agree as follows:

1.       Nona hereby grants to  Monterosso  an option (the  "Option") to acquire
         the  Shares  at a  purchase  price  of $.15  per  share,  increased  or
         decreased proratably, as the case may be, to give effect to any reverse
         or forward stock splits, respectively ("Option Price").

2.       It shall be a condition precedent to the exercise of the Option created
         by  this  Agreement  that  neither  the  Board  of  Directors  nor  the
         shareholders  of GRPV shall  effect a reverse  split of GRPV's  capital
         stock  prior to April 1,  1998.  In the event of a stock  split by GRPV
         Nona may, at its election,  require  Monterosso to purchase within five
         (5) days all Shares not previously  purchased by Monterosso pursuant to
         the  Option,  or the Put (as  defined  below),  at a price  of $.15 per
         share.

3.       This Option may be exercised in whole or in part and from time to time,
         provided that no exercise of this Option shall be effective  until this
         Option has been exercised with respect to a least One Hundred  Thousand
         (100,000) of the Shares.  Any subsequent  exercise of this Option shall
         be for a minimum of One Hundred Thousand (100,000) of such Shares.

4.       Monterosso  shall have until August 1, 1998 to exercise  this Option as
         to all or any portion of the Shares.

5.       In  consideration  of the  Option,  which is  currently  in the  money,
         Monterosso  hereby  grants  Nona the  right to  require  Monterosso  to
         purchase ("Put") the Shares not previously purchased by Monterosso, and
         Monterosso hereby agrees to purchase the Shares tendered, at a price of
         $.15 per share ("Put  Price").  This right to Put Shares to  Monterosso
         shall  begin on the date  hereof and  continue  for a period of one (1)
         year immediately  following the date hereof, with written notice within
         five (5) days of the first day of each month (the  "Tender  Date"),  in
         accordance with the following schedule:

                                                            [NM\AGR:JMPUT.OPT]-2

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         Number of Shares Which
        Monterosso is Required to             After the Tender
          Purchase if Tendered                    Date of:
---------------------------------------- ---------------------
                102,667                  September 1, 1997
                205,333                  October 1, 1997
                306,667                  November 1, 1997
                798,222                  December 1, 1997
                798,222                  January 1, 1998
                798,222                  February 1, 1998
                798,222                  March 1, 1998
                798,222                  April 1, 1998
                798,222                  May 1, 1998
                798,222                  June 1, 1998
                798,222                  July 1, 1998
                799,557                  August 1, 1998


         Monterosso  shall  have five (5) days to remit the Put Price for Shares
         tendered,  in good  funds,  to Nona or the  custodian,  as  directed in
         writing by Nona.

6.       Exercise of the Option granted herein shall be  accomplished by written
         notice to Nona at the address set forth below  specifying the number of
         the Shares being purchased,  accompanied by the Option Price per share,
         in  good  funds.  The  exercise  of the Put  granted  herein  shall  be
         accompanied  by written  notice to Monterosso  in  accordance  with the
         terms  hereof at the address set forth below  specifying  the number of
         Shares being  tendered with a copy of irrevocable  instructions  to the
         custodian  of the Shares to deliver  such Shares  upon  receipt of good
         funds.

7.       In the event Nona fails to deliver  the  certificates  or order via DTC
         the transfer of Shares purchased by Monterosso  pursuant to the Option,
         or if Monterosso  fails to tender in good funds the Put Price of any of
         the Shares  tendered  by Nona in  accordance  with the terms  hereof (a
         "Default"),  the  respective  rights  granted to the  defaulting  party
         hereunder shall automatically terminate. However, any failure resulting
         from a Stop  Transfer  order by GRPV or  GRPV's  refusal  to issue  the
         Shares upon  request for  conversion  of the Series B Shares  shall not
         constitute  a Default  and the terms  hereof and Tender  Dates shall be
         tolled  until such time as the Shares are issued or such Stop  Transfer
         rescinded.  This  Agreement  and  the  rights  hereunder  shall  not be
         assigned by either party hereto.

                                                            [NM\AGR:JMPUT.OPT]-2

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8.       A facsimile,  telecopy or other  reproduction of this instrument may be
         executed by one or more parties  hereto and such  executed  copy may be
         delivered by facsimile or similar instantaneous electronic transmission
         device  pursuant to which the  signature  of or on behalf of such party
         can be seen, and such execution and delivery shall be considered valid,
         binding and  effective  for all  purposes.  At the request of any party
         hereto,  all parties agree to execute an original of this instrument as
         well as any facsimile, telecopy or other reproduction hereof.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first written above.

                                        "Nona"
                                        Nona Morelli's II Inc.

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                        Name:     Fred G. Luke
                                        Title:    Chief Executive Officer

                                        Address:  2 Park Plaza, Suite 470
                                                  Irvine, CA  92614

                                        "Monterosso"

                                        /s/       Joseph Monterosso
                                        ---------------------------------------
                                                  Joseph Monterosso,
                                                  an individual

                                        Address:  550 15th Street
                                                  San Francisco, CA  94103

                                                            [NM\AGR:JMPUT.OPT]-2

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