EXHIBIT 10

                                AIM GROUP, INC.
                            1997 STOCK OPTION PLAN


      1.    PURPOSES OF THE PLAN: The purposes of this Plan are:

      *     to  attract  and  retain  competent  executives  with  outstanding
            ability for positions of substantial responsibility;

      *     to  provide  additional  incentive  to  corporate  officers,   key
            employees, and members of the corporate Board of Directors, and;

      *     to promote the success of the Corporation's business.

      Options  granted  under  the  Plan may be  Incentive  Stock  Options  or
Nonstatutory Stock Options, as determined by the Board at the time of grant.

      2.    DEFINITIONS:  As used  herein,  the  following  definitions  shall
            apply:

      (a)   "Administrator"  means the Board in  accordance  with Section 4 of
the Plan.

      (b)   "Applicable   Laws"  means  the   requirements   relating  to  the
administration  of stock option plans under U.S. state  corporate  laws,  U.S.
federal and state  securities laws, the Code, the Vancouver Stock Exchange and
any other stock  exchange  or  quotation  system on which the Common  Stock is
listed  or  quoted  and  the  applicable   laws  of  any  foreign  country  or
jurisdiction where options are, or will be, granted under the Plan.

      (c)   "Board" means the Board of Directors of the Corporation.

      (d)   "Code" means the U.S. Internal Revenue Code of 1986, as amended.

      (e)   "Common Stock" means the Common Stock of the Corporation.

      (f)   "Corporation" means AIM Group, INC.

      (g)   "Director" means a member of the Board.

      (h)   "Employee" means any key employee,  including, without limitation,
Officers  employed by the  Corporation or any  Subsidiary of the  Corporation.
Neither  service  as a  Director  nor  payment  of the  director's  fee by the
Corporation shall be sufficient to constitute "employment" by the Corporation.
An employee  may serve as a Director of the Company and maintain his status as
an employee.

      (i)   "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

      (j)   "Fair Market  Value"  means,  as of any date,  the value of Common
Stock determined as follows:

            (i)   If  the  Common  Stock  is  listed  on the  Vancouver  Stock
Exchange, its fair


<PAGE>

market  value shall be not less than the average  closing  market price of the
Common  Stock  on  the  Vancouver  Stock  Exchange  for  the 10  trading  days
immediately  preceding the day on which the Vancouver Stock Exchange  receives
notice regarding the granting of such options, with market price being defined
for this purpose as the average closing price of the  Corporation's  shares as
traded on the Vancouver  Stock  Exchange  during this 10-day  period,  or such
other  price  as may be  agreed  to by the  Corporation  and  accepted  by the
Vancouver Stock Exchange;

            (ii)  If the Common Stock is listed on any other established stock
exchange or a national market system,  including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market,  its Fair Market Value shall be
the closing  sales price for such stock (or the closing  bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination,  as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

            (iii) If the  Common  Stock is  regularly  quoted by a  recognized
securities  dealer but selling prices are not reported,  the Fair Market Value
of a Share of  Common  Stock  shall be the mean  between  the high bid and low
asked prices for the Common Stock on the last market  trading day prior to the
day of  determination,  as reported  in The Wall Street  Journal or such other
source as the Administrator deems reliable; or

            (iv)  In the  absence  of an  established  market  for the  Common
Stock,  the  Fair  Market  Value  shall  be  determined  in good  faith by the
Administrator.

      (k)   "Incentive Stock Option" means an Option intended to qualify as an
incentive  stock option  within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (l)   "Nonstatutory  Stock  Option"  means an  Option  not  intended  to
qualify as an Incentive Stock Option.

      (m)   "Notice of Grant" means a written or electronic  notice evidencing
certain  terms and  conditions of an  individual  Option grant.  The Notice of
Grant is part of the Option Agreement.

      (n)   "Officer"  means a person  who is an  officer  of the  Corporation
within  the  meaning  of  Section  16 of the  Exchange  Act and the  rules and
regulations promulgated thereunder.

      (o)   "Option" means a stock option granted pursuant to the Plan.

      (p)   "Option  Agreement" means an agreement between the Corporation and

an Optionee evidencing the terms and conditions of an individual option grant.
The Option Agreement is subject to the terms and conditions of the Plan.

      (q)   "Optioned Stock" means the Common Stock subject to an Option.

      (r)   "Optionee" means the holder of an outstanding Option granted under

the Plan.

      (s)   "Plan" means this 1997 Stock Option Plan.

      (t)   "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when  discretion is being  exercised with respect
to the Plan.


                                      2

<PAGE>

      (u)   "Service  Provider"  means an Officer,  Employee  or  non-employee
member of the Board.

      (v)   "Share"  means  a  share  of the  Common  Stock,  as  adjusted  in
accordance with Section 12 of the Plan.

      (w)   "Subsidiary"  means a  "subsidiary  corporation,"  whether  now or
hereafter existing, as defined in Section 424(f) of the Code.

      3.    STOCK SUBJECT TO THE PLAN: Subject to the provisions of Section 12
of the Plan, the maximum  aggregate number of shares which may be optioned and
sold under the Plan is 750,000 Shares.

      If an Option  expires  or  becomes  unexercisable  without  having  been
exercised in full,  or is  surrendered  pursuant to a method of payment  under
Section 9(c), the  unpurchased  Shares which were subject thereto shall become
available  for  future  grant  or sale  under  the Plan  (unless  the Plan has
terminated);  provided,  however,  that Shares that have  actually been issued
under  the  Plan  shall  not be  returned  to the Plan and  shall  not  become
available for future distribution under the Plan.

      4.    ADMINISTRATION OF THE PLAN:

      (a)   PROCEDURE:

            (i)   RULE 16b-3. If the Common Stock is registered  under Section
12 of the  Exchange Act and to the extent  desirable  to qualify  transactions
hereunder as exempt under Rule 16b-3, the transactions  contemplated hereunder
shall be  structured  to satisfy the  requirements  for  exemption  under Rule
16b-3.

            (ii)  ADMINISTRATION: The Plan shall be administered by the Board.

      (b)   POWERS OF THE ADMINISTRATOR: Subject to the provisions of the Plan
the Administrator shall have the authority, in its discretion:

            (i)   to determine  the Fair Market Value in  accordance  with the
Plan;

            (ii)  to select  the  Service  Providers  to whom  Options  may be
granted hereunder;

            (iii) to  determine  the  number of  shares of Common  Stock to be
covered by each Option granted hereunder;

            (iv)  to approve forms of Option Agreement for use under the Plan;

            (v)   to determine the terms and conditions, not inconsistent with
the  terms of the  Plan,  of any  Option  granted  hereunder.  Such  terms and
conditions  include,  but are not limited to, the exercise price,  the time or
times  when  Options  may be  exercised  (which  may be based  on  performance
criteria), any vesting acceleration or waiver of forfeiture restrictions,  and
any  restriction  or  limitation  regarding any Option or the shares of Common
Stock  relating   thereto,   based  in  each  case  on  such  factors  as  the
Administrator, in its sole discretion, shall determine;


                                      3

<PAGE>

            (vi)  to construe and  interpret the terms of the Plan and Options
granted pursuant to the Plan;

            (vii) to  prescribe,  amend  and  rescind  rules  and  regulations
relating to the Plan,  including rules and  regulations  relating to sub-plans
established  for the purpose of qualifying  for preferred tax treatment  under
foreign tax laws;

            (viii)to modify or amend each Option  (subject to Section 14(c) of
the Plan);

            (ix)  to allow Optionees to satisfy withholding tax obligations by
electing to have the  Corporation  withhold  from the Shares to be issued upon
exercise of an Option that number of Shares  having a Fair Market  Value equal
to the amount required to be withheld.  The Fair Market Value of the Shares to
be  withheld  shall be  determined  on the date  that the  amount of tax to be
withheld  is to be  determined.  All  elections  by an Optionee to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

            (x)   to  authorize  any  person  to  execute  on  behalf  of  the
Corporation  any  instrument  required  to  effect  the  grant  of  an  Option
previously granted by the Administrator;

            (xi)  to  make  all  other  determinations   deemed  necessary  or
advisable for administering the Plan.

      (c)   EFFECT OF ADMINISTRATOR'S DECISION: The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

      5.    ELIGIBILITY: Nonstatutory Stock Options may be granted to Service
Providers.  Incentive  Stock Options may be granted only to Service  Providers
who are Employees.

      6.    LIMITATIONS:

      (a)   Each Option shall be designated in the attended  Option  Agreement
as either an Incentive Stock Option or a Nonstatutory  Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value  of the  Shares  with  respect  to which  Incentive  Stock  Options  are
exercisable for the first time by the Optionee during any calendar year (under
all  plans of the  Corporation  and any  Subsidiary)  exceeds  $100,000,  such
Options shall be treated as Nonstatutory  Stock Options.  For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were  granted.  The Fair  Market  Value of the  Shares  shall be
determined as of the time the option with respect to such shares is granted.

      (b)   Neither the Plan nor any Option  shall confer upon an Optionee any
right with respect to continuing the Optionee's relationship as an Officer, an
Employee or a Director of the Corporation, nor shall they interfere in any way
with  the  Optionee's  right or the  Corporation's  right  to  terminate  such
relationship at any time, with or without cause.

      (c)   The aggregate  number of Shares  reserved for issuance to Officers
and  Directors of the  Corporation  under the Plan,  together  with all Shares
reserved for issuance to Officers and


                                      4
<PAGE>

directors  under all of the  Corporation's  other  previously  established  or
proposed  share  compensation  arrangements,   will  not  exceed  10%  of  the
Corporation's issued and outstanding Shares from time to time.

      (d)   The aggregate number of Shares issued to Officers and Directors of
the Corporation as a result of the exercise of options granted under the Plan,
together  with all Shares  issued to Officers and  Directors  under all of the
Corporation's  other  previously  established or proposed  share  compensation
arrangements,  will not exceed 10% of the Corporation's issued and outstanding
Shares during any one-year period.

      (e)   The number of Shares  issued to any one Officer or Director of the
Corporaiton  and such  person's  associates  as a result  of the  exercise  of
options  granted  under  the Plan,  together  with all  Shares  issued to that
Officer  or  Director  and  such   person's   associates   under  all  of  the
Corporation's  other  previously  established or proposed  share  compensation
arrangements,  will not exceed 5% of the Corporation's  issued and outstanding
Shares during any one-year period.

      7.    TERM OF  PLAN:  The  Plan  shall  be  effective  on the date it is
approved by the shareholders of the Company and shall continue in effect for a
term of 10 years from such date, unless terminated earlier under Section 14 of
the Plan.

      8.    TERM OF  OPTION:  The term of each  Option  shall be stated in the
Option  Agreement and shall be 10 years from the date of grant or such shorter
term as may be provided in the Option Agreement.  Moreover,  in the case of an
Incentive  Stock Option  granted to an Optionee who, at the time the Incentive
Stock Option is granted,  owns Common Stock  representing more than 10% of the
voting power of all classes of stock of the Corporation or any Subsidiary, the
term of the Incentive  Stock Option shall be 5 years from the date of grant or
such shorter term as may be provided in the Option Agreement.

      9.    OPTION EXERCISE PRICE AND CONSIDERATION:

      (a)   EXERCISE PRICE:  The per share exercise price for the Shares to be
issued  pursuant  to  exercise  of  an  Option  shall  be  determined  by  the
Administrator, subject to the following:

            (i)   In the case of an Incentive Stock Option

                  (A)   granted to an Employee  who, at the time the Incentive
Stock Option is granted,  owns stock  representing more than 10% of the voting
power of all classes of stock of the  Corporation or any Parent or Subsidiary,
the per Share  exercise  price  shall be no less than 110% of the Fair  Market
Value per Share on the date of grant.

                  (B)   granted  to  any  Employee   other  than  an  Employee
described in paragraph (A)  immediately  above,  the per Share  exercise price
shall be no less than 100% of the Fair  Market  Value per Share on the date of
grant.

            (ii)  In the case of a  Nonstatutory  Stock Option,  the per Share
exercise price shall be determined by the Administrator,  but shall be no less
than 100% of the Fair Market Value per Share on the date of grant.


                                      5
<PAGE>

      (b)   WAITING  PERIOD  AND  EXERCISE  DATES:  At the time an  Option  is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall  determine any conditions  which must be satisfied  before
the Option may be exercised.

      (c)   FORM OF  CONSIDERATION:  The  Administrator  shall  determine  the
acceptable  form of  consideration  for  exercising  an Option,  including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall  determine the acceptable  form of  consideration  at the time of grant.
Such consideration may consist entirely of:

            (i)   cash;

            (ii)  check;

            (iii) previously  acquired  Shares having an aggregate Fair Market
Value on the date of exercise  (determined  in  accordance  with  Section 2(k)
equal to the aggregate exercise price of all Options being exercised;

            (iv)  in the case of a  Nonstatutory  Stock  Option,  other Shares
which (A) in the case of Shares acquired upon exercise of an Option, have been
owned by the Optionee for more than six months on the date of  surrender,  and
(B) have a Fair Market Value on the date of surrender  equal to the  aggregate
exercise price of the Shares as to which said Option shall be exercised;

            (v)   Shares as to which this Option is then being  exercised,  in
which case the  Corporation  is to retain so many shares that would  otherwise
have been  delivered by the  Corporation  upon that exercise of this Option as
equals  the  number  of  shares  that  would  have  been  surrendered  to  the
Corporation if the purchase price had been paid with previously  issued stock;
or

            (vi)  any combination of the foregoing methods of payment; or

            (vii) such  other  consideration  and  method of  payment  for the
issuance of Shares to the extent permitted by Applicable Laws.

      10.   EXERCISE OF OPTION:

      (a)   PROCEDURE  FOR  EXERCISE;  RIGHTS  AS A  SHAREHOLDER.  Any  Option
granted hereunder shall be exercisable  according to the terms of the Plan and
at such times and under such conditions as determined by the Administrator and
set forth in the Option  Agreement.  Options  shall vest  cumulatively  to the
extent of 25% of the Shares covered  thereby at the end of each of the first 4
years  following  the  date  of  grant.  Unless  the  Administrator   provides
otherwise,  vesting of Options  granted  hereunder  shall be tolled during any
unpaid leave of absence.  An Option may not be  exercised  for a fraction of a
Share.

      An Option shall be deemed  exercised when the  Corporation has received:
(i) written or electronic  notice of exercise (in  accordance  with the Option
Agreement)  from the person  entitled  to exercise  the Option,  and (ii) full
payment for the Shares  with  respect to which the Option is  exercised.  Full
payment may consist of any consideration  and method of payment  authorized by
the  Administrator  and permitted by the Option Agreement and the Plan. Shares
issued upon  exercise of an Option shall be issued in the name of the Optionee
or, if requested by the  Optionee,  in the name of the Optionee and his or her
spouse.  Until the Shares are issued (as evidenced by the appropriate


                                      6
<PAGE>

entry on the books of the Corporation or of a duly  authorized  transfer agent
of the Corporation), no right to vote or receive dividends or any other rights
as  a   shareholder   shall  exist  with  respect  to  the   Optioned   Stock,
notwithstanding  the exercise of the Option.  The Corporation  shall issue (or
cause to be issued) such Shares  promptly  after the Option is  exercised.  No
adjustment  will be made for a  dividend  or other  right for which the record
date is prior to the date the Shares are issued, except as provided in Section
12 of the Plan.

      Exercising  an Option in any manner shall  decrease the number of Shares
thereafter available, both for purposes of the Plan and for exercise under the
Option, meaning by the number of Shares as to which the Option is exercised.

      (b)   TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER:  If an Optionee
ceases to be a Service Provider for cause, his or her Option shall immediately
become terminated and lapse and the Shares covered thereby shall revert to the
Plan. If an Optionee ceases to be a Service  Provider,  other than as a result
of having been dismissed for cause or upon the Optionee's  death, the Optionee
may exercise his or her Option  within 30 days or such shorter  period of time
as is  specified  in the Option  Agreement  to the  extent  that the Option is
vested  on the  date of  termination.  If,  on the  date of  termination,  the
Optionee is not vested as to his or her entire  Option,  the Shares covered by
the  unvested  portion  of the  Option  shall  revert to the Plan.  If,  after
termination,  the Optionee does not exercise his or her Option within the time
specified by the  Administrator,  the Option shall  terminate,  and the Shares
covered by such Option shall revert to the Plan.

      (c)   DEATH OF OPTIONEE: If an Optionee dies while a
Service Provider,  the Option may be exercised within one year after the death
of Optionee, by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent that the
Option is vested on the date Optionee ceased to be a Service Provider.  If, at
the time Optionee ceased to be a Service Provider,  the Optionee is not vested
as to his or her entire Option,  the shares covered by the unvested portion of
the Option shall  immediately  revert to the Plan. The Option may be exercised
by the executor or administrator of the Optionee's  estate or, if none, by the
person(s) entitled to exercise the Option under the Optionee's will or laws of
descent or  distribution.  If the Option is not so  exercised  within the time
specified herein,  the Option shall terminate,  and the Shares covered by such
Option shall revert to the Plan.

      (d)   BUYOUT PROVISIONS: The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted
based on such terms and conditions as the  Administrator  shall  establish and
communicate to the Optionee at the time that such offer is made.

      11.   NON-TRANSFERABILITY OF OPTIONS: Unless determined

otherwise by the Administrator,  an Option may not be sold, pledged, assigned,
hypothecated,  transferred, or disposed or in any manner other than by will or
by the laws of  descent  or  distribution  and may be  exercised,  during  the
lifetime of the Optionee, only by the Optionee.

      12.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR
ASSET SALE:

      (a)   CHANGES IN  CAPITALIZATION:  Subject to any required action by the
shareholders of the Corporation,  the number of shares of Common Stock covered
by each  outstanding  Option,  and the number of shares of Common  Stock which
have been  authorized  for


                                      7
<PAGE>

issuance  under the Plan but as to which no Options  have yet been  granted or
which have been  returned to the Plan upon  cancellation  or  expiration of an
Option,  as well as the price per share of Common  Stock  covered by each such
outstanding  Option,  shall be  proportionately  adjusted  for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common  Stock,  or any other  increase or decrease in the number of issued
shares of Common  Stock  effected  without  receipt  of  consideration  by the
Corporation;  provided, however, that conversion of any convertible securities
of the Corporation  shall not be deemed to have been "effected without receipt
of  consideration".  Such  adjustment  shall  be  made  by  the  Board,  whose
determination in that respect shall be final,  binding and conclusive.  Except
as expressly  provided herein, no issuance by the Corporation of Shares of any
class,  or  securities  convertible  into shares of stock of any class,  shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.

      (b)   DISSOLUTION  OR   LIQUIDATION:   In  the  event  of  the  proposed
dissolution or liquidation of the Corporation,  the Administrator shall notify
each  Optionee  as soon as  practicable  prior to the  effective  date of such
proposed  transaction.  The Administrator in its discretion may provide for an
Optionee to have the right to exercise  his or her Option  until 10 days prior
to such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the  Option  would not  otherwise  be  exercisable.  To the
extent  it has  not  been  previously  exercised,  an  Option  will  terminate
immediately prior to the consummation of such proposed action.

      (c)   MERGER OR ASSET SALE: In the event of a merger of the  Corporation
with or into  another  corporation,  or the sale of  substantially  all of the
assets of the  Corporation,  each  outstanding  Option  shall be assumed or an
equivalent  option or right  substituted  by the  successor  corporation  or a
Parent or  Subsidiary  of the  successor  corporation.  In the event  that the
successor  corporation  refuses to assume or  substitute  for the Option,  the
Optionee  shall fully vest in and have the right to exercise  the Option as to
all of the Optioned Stock, including Shares as to which it would not otherwise
be vested or exercisable. If an Option becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Administrator  shall notify the Optionee in writing or electronically that
the Option shall be fully vested and  exercisable for a period of 15 days from
the date of such notice, and the Option shall terminate upon the expiration of
such  period.  For the  purposes  of  this  paragraph,  the  Option  shall  be
considered  assumed if, following the merger or sale of assets,  the option or
right  confers the right to  purchase  or receive,  for each Share of Optioned
Stock subject to the Option immediately prior to the merger or sale of assets,
the  consideration  (whether  stock,  cash,  or other  securities or property)
received  in the merger or sale of assets by holders of Common  Stock for each
Share held on the  effective  date of the  transaction  (and if  holders  were
offered a choice of  consideration,  the type of  consideration  chosen by the
holders of a majority of the outstanding Shares);  provided,  however, that if
such  consideration  received  in the  merger or sale of assets is not  solely
common stock of the successor  corporation  or its Parent,  the  Administrator
may,  with  the  consent  of  the  successor  corporation,   provide  for  the
consideration  to be received upon the exercise of the Option,  for each Share
of Optioned  Stock  subject to the Option,  to be solely  common  stock of the
successor  corporation  or its Parent  equal in fair  market  value to the per
share consideration  received by holders of Common Stock in the merger or sale
of assets.

      13.   DATE OF GRANT:  The date of grant of an Option  shall be,  for all
purposes,  the date of which the Administrator make the determination granting
such Option,  or such other later date as is determined by the  Administrator.
Notice  of the  determination  shall be  provided  to each


                                      8
<PAGE>

Optionee within a reasonable time after the date of such grant.

      14.   AMENDMENT AND TERMINATION OF THE PLAN:

      (a)   AMENDMENT  AND  TERMINATION:  The Board  shall amend the Plan from
time to time as required to comply with the  requirements of Applicable  Laws.
Additionally,  in its sole discretion the Board may at any time amend,  alter,
suspend or terminate the Plan.

      (b)   SHAREHOLDER APPROVAL: If necessary to comply with Applicable Laws,
the Corporation shall obtain shareholder approval of any Plan amendment.

      (c)   EFFECT OF  AMENDMENT OR  TERMINATION:  No  amendment,  alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise  between the Optionee and the  Administrator,
which  agreement  must  be in  writing  and  signed  by the  Optionee  and the
Corporation.  Termination  of the Plan shall not  affect  the  Administrator's
ability to exercise the powers granted to it hereunder with respect to options
granted under the Plan prior to the date of such termination.

      15.   CONDITIONS UPON ISSUANCE OF SHARES:

      (a)   LEGAL  COMPLIANCE:  Shares  shall  not be issued  pursuant  to the
exercise of an Option  unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the  approval of counsel for the  Corporation  with respect to such
compliance.

      (b)   INVESTMENT  REPRESENTATIONS:  As a condition to the exercise of an
Option,  the  Corporation  may  require the person  exercising  such Option to
represent  and  warrant at the time of any such  exercise  that the Shares are
being purchased only for investment and without any present  intention to sell
or distribute  such Shares if, in the opinion of counsel for the  Corporation,
such a representation is required.

      16.   INABILITY TO OBTAIN AUTHORITY: The inability of the Corporation to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Corporation's  counsel to be necessary to the lawful issuance
and  sale of any  Shares  hereunder,  shall  relieve  the  Corporation  of any
liability  in respect of the  failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

      17.   RESERVATION OF SHARES:  The  Corporation,  during the term of this
Plan,  will at all times reserve and keep  available  such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.


                                      9