EXHIBIT 10(37)

                          CHARTWELL INTERNATIONAL, INC.

                          NON-TRANSFERABLE STOCK OPTION

     CHARTWELL INTERNATIONAL, INC., a Nevada corporation, 333 South Allison
Parkway Suite 100, Lakewood, Colorado 80226 ("Company"), for and in
consideration of $10.00 and other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, irrevocable grants unto JOHN
J. GRACE ("Optionee"), the option ("Option") to purchase up to 500,000 shares
("Shares") of the Company's no par value common stock ("Common Stock") in
consideration for (1) services provided for the period August 1, 2003 through
June 30, 2004, and for (2) the exchange of debt owing the Optionee for Company
restricted common stock during 2002 and 2003 at rates for which the value of the
debt substantially exceeded the trading and market value of the restricted
stock. These options replace the options approved by the Board of Directors on
October 21, 2002 and are subject to the following terms and conditions:

     1.   Purchase Price. The purchase price for Shares pursuant to this Option
          is 500,000 shares at $0.02 per share which payment shall be made at
          the time of exercise by:

          (a)  Delivery to the Company of cash or a certified check payable to
               the order of the Company in the amount equal to the purchase
               price of the Shares; or

          (b)  Holder can elect to pay the purchase price by reducing the number
               of shares converted at the time of exercise by an amount that the
               trading value equals the option price of the shares being
               exercised; see example calculations attached as Exhibit I.

          (c)  Any combination of any such method of payment.

          Optionee shall have no rights with respect to dividends or have any
          other rights as a shareholder with respect to Shares subject to this
          Option until he has given written notice of the exercise of this
          Option and has paid in full for such Shares.

          "Trading Value" price shall be determined by the weighted trading
          price per shares traded during the 90 calendar days prior to the
          exercise date.

     2.   Time of Exercise. This Option may be exercised any time after June 30,
          2004. This Option shall expire June 30, 2009. The period of time
          during which the Option may be exercised is referred to herein as the
          "Option Period."

     3.   Change of Capitalization. If prior to the exercise of this Option, the
          Company effects one or more stock split-ups, stock dividends, or there
          are increases or reductions of the number of shares of its Common
          Stock outstanding without receiving compensation therefore in money,

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          services or property, other than pursuant to any executive or employee
          option plan which shall have been or is thereafter approved by the
          Board of Directors of the Company within one year of the issuance
          pursuant thereto, the number of shares of Common Stock subject to the
          Option hereby granted shall (a) if a net increase shall have been
          effected in the number of outstanding shares of the Company's Common
          Stock, be proportionately increased, and the cash consideration
          payable per share shall be proportionately reduced; and (b) if a net
          reduction shall have been effected in the number or outstanding shares
          of the Company's Common Stock, be proportionately reduced and the cash
          consideration payable per share be proportionately increased. In the
          event that the Company is dissolved, liquidated, merged, consolidated
          with another corporation, sells all or substantially all of the
          Company's assets or enters into some other type of corporate
          reorganization in which the Company is not the surviving corporation
          or in which the Company is the surviving corporation but holders of
          the Company's Common Stock receive securities of another corporation,
          this Option shall terminate as of the effective date of such event
          provided that immediately prior to such event, Optionee shall have the
          right to exercise this Option in whole or in part; however, such
          exercise shall be subject to the restrictions contained in this
          Option.

     4.   Notice of Exercise. This Option may be exercise in whole or in part at
          any time and from time to time by the delivery of written notice to
          the Company together with payment for the number of Shares purchased.
          This notice shall state the election to exercise the Option, the
          number of Shares in respect of which the Option is being exercised,
          and shall be signed by the person exercising the Option.

     5.   Non-Transferable. This Option may not be transferred by Optionee other
          than by will or laws of descent and distribution. During Optionee's
          lifetime this Option shall be exercisable only by Optionee.

     6.   Restricted Securities. Optionee, by the acceptance of this Option,
          represents and acknowledges that because of Optionee's relationship
          with the Company, Optionee has available full information concerning
          the Company's affairs. Further, Optionee agrees that before Optionee
          purchases any stock pursuant to this Option, Optionee will represent
          to the Company in writing such stock is being purchased for investment
          and not for purposes of distribution, the stock will constitute
          restricted securities as defined in Rule 144 promulgated pursuant to
          the Securities Act of 1933, as amended, and Optionee agrees that (I)
          the Company may place a stop order against the transfer of the Shares
          with its transfer agent and (ii) the stock certificate evidencing such
          stock may be stamped with a legend substantially as follows:

               "The securities represented by this Certificate may not be
               offered for sale, sold or otherwise transferred except pursuant
               to an effective registration statement under the Securities Act
               of 1933 (the "Act"), or pursuant to an exemption from
               registration under the Act, the availability of which is to be
               established to the satisfaction of the Company."

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     7.   Shares Reserved. The Company shall at all times during the duration of
          this Option reserve and keep available such number of shares of its
          stock as will be sufficient to satisfy the requirements of this
          Option.



     Dated: June 30, 2004


                                    CHARTWELL INTERNATIONAL, INC.
                                    a Nevada corporation

                                    By:
                                       -----------------------------------------
                                       ALICE GLUCKMAN - Corporate Secretary









                                    Accepted by Optionee:

                                    ----------------------------
                                    JOHN J. GRACE