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                                                                   EXHIBIT 10.38

                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                            [FOR GRANTS TO EMPLOYEES]

     Consolidated Capital of North America, Inc., a Colorado corporation (the
"Company"), hereby grants to __________________ (the "Optionee"), an Incentive
Stock Option (the "Option") to purchase a total of ______________ shares of the
Company's Common Stock, at the price set forth herein, and subject to the terms,
definitions and provisions of the 1997 Stock Incentive Plan (the "Plan") adopted
by the Company, which is incorporated herein by reference. The terms defined in
the Plan shall have the same defined meanings herein.

         1. NATURE OF THE OPTIONS. The Incentive Stock Option is intended to
qualify as an "incentive stock option" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The shares underlying the Option
are hereinafter referred to as the "Shares".

         2. EXERCISE PRICE. The exercise price of the Option is $_____ per share
for each share subject to the Option. 
 
         3. TERMS OF OPTIONS. This Option is granted in connection with the
Optionee's employment by the Company. Subject to provisions contained elsewhere
in this Agreement, the Option may be exercised cumulatively as set forth below,
until the day preceding the [tenth][fifth] anniversary of the date hereof (the
"Termination Date"):

                  DATE                               NUMBER OF OPTIONS





         4. ADMINISTRATION. The Plan is administered by a committee of the Board
consisting solely of two or more Non-Employee directors (the "Committee") and if
there shall not be at least two Non-Employee Directors, the Plan shall be
administered by the entire Board and all references herein to the Committee
shall be deemed to refer to the entire Board. All determinations and acts of the
Committee as to any matters concerning the Plan, including interpretations or
constructions of this Option and of the Plan, shall be conclusive and binding on
the Optionee and any parties claiming through the Optionee.

         5. EXERCISE. Unless the Optionee ceases to be employed by the Company
or a direct or indirect subsidiary thereof, the right of the Optionee to
purchase Shares hereunder, subject to any installment requirements set forth
above, may be exercised in whole or in part at any time after the accrual of
such respective installment and prior to the Termination Date, except as
otherwise provided herein. The Option may not be exercised for a fraction of a
share.


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         6. NOTICE OF EXERCISE. The Option shall be exercisable by written
notice (the "Notice") which shall state the election to exercise the Option and
the number of Shares in respect of which the Option is being exercised, and such
other representations and agreements as to the Optionee's investment intent with
respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company. The written notice shall be accompanied by payment in full of the
exercise price in cash, or in any other manner approved by the Committee,
including payment by surrender of shares of Common Stock of the Company at their
fair market value on the date of delivery.

         7. DELIVERY OF CERTIFICATES. As soon as practicable after receipt of
the Notice and payment, and subject to the next two paragraphs, the Company
shall, without transfer or issue tax or other incidental expense to the
Optionee, deliver to the Optionee a certificate or certificates for the shares
of Common Stock so purchased. Such delivery shall be made (a) at the offices of
the Company at 410 17th Street, Suite 400, Denver, Colorado 80202, (b) at such
other place as may be mutually acceptable to the Company and the Optionee, or
(c) by certified mail addressed to the Optionee at the Optionee's address shown
in the records of the Company.

         8. WITHHOLDING. The Company shall have the right to withhold an
appropriate number of shares of Common Stock (based on the fair market value
thereof on the date of exercise) for payment of taxes required by law or to take
such other action as may be necessary in the opinion of the Company to satisfy
all tax withholding obligations.

         9. COMPLIANCE WITH LAWS. The Company may postpone the time of delivery
of certificate(s) for shares of Common Stock for such additional time as the
Company shall deem necessary or desirable to enable it to comply with the
requirements of any securities exchange upon which the Common Stock may be
listed, or the requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any rules or regulations of the
Securities and Exchange Commission promulgated thereunder, or any applicable
state laws relating to the authorization, issuance or sale of securities.

         10. NON-TRANSFERABLE OPTIONS. During the Optionee's lifetime, this
Option shall be exercisable only by the Optionee and neither this Option nor any
right hereunder may be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner otherwise than by will or by the laws of descent or
distribution on the terms set forth in Section 13. The terms of this Option
Agreement shall be binding upon the executors, administrator, heirs, successors
and assigns of Optionee.

         11.      TERMINATION OF EMPLOYMENT.

                  (a) If Optionee's employment by the Company or its direct or
indirect subsidiaries terminates for any reason other than by reason of death or
disability or "for cause" as defined in Paragraph 11 (b) below, all currently
exercisable installments of this Option shall remain

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exercisable for a period of ninety (90) days from the date of termination and,
to the extent not exercised, shall terminate. All other non-vested installments
of this Option shall immediately and automatically terminate. 


          (b) If Optionee's employment by the Company or its direct or indirect
subsidiaries terminates by virtue of a termination for cause (as defined in
Optionee's Employment Agreement, if applicable or as set forth below), the
Option, whether vested or not, shall terminate. If Optionee is not employed
pursuant to an Employment Agreement as of the date of termination, cause shall
mean (1) the Optionee acting fraudulently in his or her relations with the
Company, (2) the Optionee misappropriating or doing material, intentional damage
to the property of the Company, (3) the substantial breach or continuous neglect
by the Optionee of his or her employment obligations, or willful misconduct by
the Optionee in the performance of such obligations which occurs or persists
after notice and an opportunity to cure, (4) the Optionee being convicted of a
felony, or (5) the Optionee's failure to act in the best interest of the Company
or breach of his or her fiduciary duties to the Company.

         12. DISABILITY OF OPTIONEE. If Optionee is unable to continue his or
her employment by the Company as a result of disability of the Optionee (as such
condition is defined in the Plan) Optionee may, but only within twelve (12)
months from the date of disability, exercise such portion of the Option which
has vested to the extent the Optionee was entitled to exercise it at the date of
such disability, and such portion of the Option which has not vested shall
terminate. If Optionee does not exercise such portion of the Option which has
vested and which Optionee was entitled to exercise within the time specified
herein, this Option shall terminate.

         13. DEATH OF OPTIONEE. In the event of the death of Optionee during the
term of the Option and while an employee of the Company and having been employed
continuously as an employee since the date of grant of the Option, the Option
may be exercised, at any time within twelve (12) months following the date of
death, 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 of the
right to exercise that had accrued at the date of death. If Optionee's estate or
a person who acquired the right to exercise the Option by bequest or inheritance
does not exercise such portion of Optionee's Option which has vested and which
the Optionee was entitled to exercise in the time specified herein, the Option
shall terminate.

         14. FAILURE TO PAY. If, upon tender of delivery thereof, the Optionee
fails to accept delivery of and pay or have paid for all or any part of the
number of shares of Common Stock specified in the Notice, the Optionee's right
to exercise this Option with respect to such undelivered and unpaid for shares
may be terminated by the Company.

         15. NO RIGHTS OF SHAREHOLDER. Neither the Optionee nor any person or
persons entitled to exercise the Optionee's rights under this Option in
accordance herewith shall have any rights to dividends or to Common Stock
subject to this Option, except to the extent that

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a certificate for such shares shall have been issued upon the exercise of this
Option as provided herein.

         16. NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of this Option confers on the Optionee any right to continued
employment by the Company (or any of its direct or indirect subsidiaries) or in
any way interferes with or alters any of the Company's (and its direct and
indirect subsidiaries') rights to terminate the employment by the Company of the
Optionee at any time, with or without cause, and without liability therefor.
This Option shall not be deemed a part of the Optionee's regular, recurring
compensation for any purpose, including, without limitation, for the purposes of
any termination indemnity or severance pay law of any jurisdiction.

         17. NOTICES. Each notice relating to this Option shall be in writing
and delivered in person or by certified mail to the proper address. All notices
to the Company shall be addressed to it at its offices at 410 17th Street, Suite
400, Denver, Colorado 80202, attention of the Committee, c/o the Company's
Secretary. All notices to the Optionee or other person or persons then entitled
to exercise any rights with respect to this Option shall be addressed to the
Optionee or such other person or persons at the Optionee's address shown in the
records of the Company or the location at which the Optionee is employed by the
Company. Anyone to whom a notice may be given under this Option may designate a
new address by notice to that effect.

         18. GOVERNING LAW. This Option and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by the Internal
Revenue Code of 1986, as amended from time to time, or the securities laws of
the United States, shall be governed by and construed under the laws of the
State of Colorado.

         IN WITNESS  WHEREOF,  Consolidated  Capital of North  America, Inc.
has caused this Option to be executed by its officers as of the ______ day      
of _________________.
                                     Consolidated Capital of North America, Inc.

                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:



ACCEPTED AND AGREED:


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