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                                                               EXHIBIT NO. 10.37


                   CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
                            1997 STOCK INCENTIVE PLAN


         1.    Objectives. The Consolidated Capital of North America, Inc. 1997
Stock Incentive Plan (the "Plan") is designed to attract, motivate and retain
selected employees and directors of the Company and other individuals providing
services to the Company. These objectives are accomplished by making long-term
incentive and other awards under the Plan, thereby providing Participants with a
proprietary interest in the growth and performance of the Company.

         2.       Definitions.

                  (a) Affiliate. Any corporation, partnership or other legal
                  entity in which the Company owns, directly or indirectly, 50%
                  or more of the total combined voting power of all classes of
                  stock of such corporation or of the capital interest or
                  profits interest of such partnership or other legal entity.

                  (b) Award. The grant of any form of stock option, stock
                  appreciation right or stock award, whether granted singly, in
                  combination or in tandem, to a Participant pursuant to such
                  terms, conditions, performance requirements, limitations and
                  restrictions as the Committee may establish in order to
                  fulfill the objectives of the Plan.

                  (c) Award Agreement. An agreement between the Company and a
                  Participant setting forth the terms, conditions, performance
                  requirements, limitations and restrictions applicable to an
                  Award.

                  (d) Board. The Board of Directors of Consolidated Capital of
                  North America, Inc.

                  (e) Change in Control. The occurrence of any of the following
                  events:

                      (i)  The members of the Board at the beginning of any
                           consecutive twenty-four calendar month period (the
                           "Incumbent Directors") cease for any reason other
                           than due to death to constitute at least a majority
                           of the members of the Board, provided that any
                           director whose election, or nomination for election
                           by the Company's stockholders, was approved by a vote
                           of at least a majority of the members of the Board
                           then still in office who were members of the Board at
                           the beginning of such twenty-four calendar month
                           period other than as a result of a proxy contest, or
                           any agreement arising out of an actual or threatened
                           proxy contest, shall be treated as an Incumbent
                           Director; or



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                      (ii) Any "person," including a "group" (as such terms are
                           used in Sections 13(d) and 14(d)(2) of the Exchange
                           Act, but excluding the Company, any Affiliate, or any
                           employee benefit plan of the Company, or any
                           Affiliate) is or becomes the "beneficial owner" (as
                           defined in Rule 13(d)(3) under the Exchange Act),
                           directly or indirectly, of securities of the Company
                           representing 20% or more of the combined voting power
                           of the Company's then outstanding securities; or
                     
                     (iii) The stockholders of the Company shall approve a
                           definitive agreement (1) for the merger or other
                           business combination of the Company with or into
                           another corporation, a majority of the directors of
                           which were not directors of the Company immediately
                           prior to the merger and in which the stockholders of
                           the Company immediately prior to the effective date
                           of such merger own a percentage of the voting power
                           in such corporation that is less than one-half of the
                           percentage of the voting power they owned in the
                           Company immediately prior to such transactions or (2)
                           for the sale or other disposition of all or
                           substantially all of the assets of the Company to any
                           other entity; or

                      (iv) The purchase of Stock pursuant to any tender or
                           exchange offer made by any "person," including a
                           "group" (as such terms are used in Sections 13(d) and
                           14(d)(2) of the Exchange Act), other than the
                           Company, or any Affiliate, or an employee benefit
                           plan of the Company or any of its Affiliates, for 20%
                           or more of the Stock of the Company.

                           Notwithstanding the foregoing, a "Change in Control" 
                           shall not be deemed to occur in the event the Company
                           files for bankruptcy, liquidation or reorganization
                           under the United States Bankruptcy Code.

                  (f) Change in Control Price. The higher of (i) the highest
                  price per share of Stock offered in conjunction with any
                  transaction resulting in a Change in Control (as determined in
                  good faith by the Committee if any part of the offered price
                  is payable other than in cash) or, (ii) the highest Fair
                  Market Value of the Stock on any of the 30 trading days
                  immediately preceding the date on which a Change in Control
                  occurs.

                  (g) Code. The Internal Revenue Code of 1986, as amended from
                  time to time.


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                  (h) Committee. The committee of the Board as may be designated
                  from time to time by the Board to administer the Plan, which
                  shall consist of two or more members, each of whom shall be a
                  Non-Employee Director 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.

                  (i)  Company. Consolidated Capital of North America, Inc. and 
                  its direct and indirect subsidiaries.

                  (j) Disabled or Disability. Permanent and total disability as
                  determined under the Company's long-term disability program
                  or, if no such program has been adopted, the continuous
                  absence of an employee for 187 consecutive days or more due to
                  physical or mental illness or incapacity.

                  (k) Exchange Act. Securities Exchange Act of 1934, as amended,
                  together with the rules and regulations thereunder.

                  (l) Fair Market Value. The value of a share of Stock on a
                  particular date, determined as follows: (i) if the Stock is
                  not listed on such date on any national securities exchange
                  but is traded in the over-the-counter market, the mean between
                  the highest "bid" and lowest "asked" quotations of a share of
                  Stock on such date (or if none, on the most recent date on
                  which there were bid and offered quotations of a share of
                  Stock), as reported on the National Association of Securities
                  Dealers, Inc. Automated Quotation System, or, if not so
                  reported, as reported by the National Quotation Bureau,
                  Incorporated, or any other similar service selected by the
                  Committee; or (ii) if the Stock is listed on such date on one
                  or more national securities exchanges, the last reported sale
                  price of a share of Stock on such date as recorded on the
                  composite tape system, or, if such system does not cover the
                  Stock, the last reported sale price of a share of Stock on
                  such date on the principal national securities exchange on
                  which the Stock is listed, or if no sale of Stock took place
                  on such date, the last reported sale price of a share of Stock
                  on the most recent day on which a sale of a share of Stock
                  took place as recorded by such system or on such exchange, as
                  the case may be; or (iii) if the Stock is neither listed on
                  such date on a national securities exchange nor traded in the
                  over-the-counter market, as determined by the Committee.

                  (m) Non-Employee Director. A person defined as such in Rule
                  16b-3(b)(3)(i) under the Exchange Act, or any successor
                  definition adopted by the Securities and Exchange Commission.

                  (n) Participant. An individual to whom an Award has been made
                  under the Plan. Awards may be made to any employee of, or any
                  other individual providing services to, the Company. However,
                  incentive stock options may be granted only



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                  to individuals who are employed by the Company or by a
                  subsidiary corporation (within the meaning of Section 424(f)
                  of the Code) of the Company, including a subsidiary that
                  becomes such after the adoption of the Plan.

                  (o) Stock. Authorized and issued or unissued shares of Common
                  Stock, $0.0001 par value, of the Company or any security
                  issued in exchange or substitution therefor.

         3. Stock Available for Awards. Subject to Section 11 hereof, a total of
3,000,000 shares of Stock shall be available for issuance pursuant to Awards
granted under the Plan. Shares of Stock may be made available from the
authorized but unissued shares of the Company or from shares held in the
Company's treasury and not reserved for some other purpose. For purposes of
determining the number of shares of Stock issued under the Plan, no shares shall
be deemed issued until they are actually delivered to a Participant, or such
other person in accordance with Section 8. Shares of Stock related to Awards, or
portions of Awards, that are forfeited, cancelled or terminated, expire
unexercised, are surrendered in exchange for other Awards, or are settled in
such manner that all or some of the shares of Stock covered by an Award are not
and will not be issued to a Participant, shall be restored to the total number
of shares of Stock available for issuance pursuant to Awards. Further, shares
tendered to or withheld by the Company in connection with the exercise of stock
options, or the payment of tax withholding on any Award, shall also be available
for future issuance under Awards.

         4. Administration. The Plan shall be administered by the Committee,
which shall have full power to select Participants, to grant Awards, to
interpret the Plan, to grant waivers of Award restrictions to whom Awards may be
granted form time to time, to continue, accelerate or suspend exercisability,
vesting or payment of an Award and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or proper. The
interpretation and construction by the Committee of any provision of this Plan
or of any agreement or document evidencing the grant of any Award and any
determination by the Committee pursuant to any provision of this Plan or any
such agreement, notification or document, shall be final and conclusive. No
member of the Committee shall be liable to any person for any such action taken
or determination made in good faith.

         5. Awards. The Committee shall determine the types and timing of Awards
to be made to each Participant and shall set forth in the related Award
Agreement the terms, conditions, performance requirements, and limitations
applicable to each Award. Awards may include those listed below in this Section
5. Awards may be granted singly, in combination or in tandem, or in substitution
for, or as alternatives to, grants or rights under any other benefit plan of the
Company, including any plan of any entity acquired by, or merged with or into,
the Company. Awards shall be effected through Award Agreements executed by the
Company in such forms as are approved by the Committee from time to time.



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                  The Committee may determine to make any or all of the
                  following Awards:

                  (a) Stock Options. A grant of a right to purchase a specified
                  number of shares of Stock at an exercise price not less than
                  100% of the Fair Market Value of the Stock on the date of
                  grant, as determined by the Committee, provided that, in the
                  case of a stock option granted retroactively in tandem with or
                  as substitution for another award granted under any plan of
                  the Company or plan of any entity acquired by, or merged with
                  or into the company, the exercise price may be the same as the
                  purchase or designated price of such other award. If the
                  optionee is an owner of stock (as determined under Section
                  424(d) of the Internal Revenue Code) that possesses more than
                  10% of the total combined voting power of all classes of stock
                  of the Company or a parent or subsidiary corporation ("Ten
                  Percent Stockholder"), the option price per share in the case
                  of an incentive stock option shall not be less than 110% of
                  the fair market value of a share of Common Stock on the date
                  of the option grant. A stock option may be in the form of (i)
                  an incentive stock option which, in addition to being subject
                  to such terms, conditions and limitations as are established
                  by the Committee, complies with Section 422 of the Code or
                  (ii) a non-qualified stock option subject to such terms,
                  conditions and limitations as are established by the
                  Committee. The aggregate Fair Market Value (as determined as
                  of the time of grant) of the Stock with respect to which
                  incentive stock options are exercisable for the first time by
                  an employee in any calendar year under the Plan (and/or any
                  other incentive stock option plans of the Company) shall not
                  exceed $100,000. To the extent that any Stock Option is not
                  designated as an Incentive Stock Option or even if so
                  designated does not qualify as an Incentive Stock Option, it
                  shall constitute a Nonqualified Stock Option.

                           Stock Options granted under the Plan shall be subject
                  to the following terms and conditions and shall contain such
                  additional terms and conditions as the Committee shall deem
                  desirable and set forth on the Award Agreement:

                           (i) Option Price. The option price per share of
                           Common Stock shall not be less than the Fair Market
                           Value of the Common Stock subject to the Stock Option
                           on the date of grant.

                           (ii) Option Term. The term of each Stock Option shall
                           be fixed by the Committee, but no Incentive Stock
                           Option shall be exercisable more than 10 years after
                           the date the Stock Option is granted.

                           (iii) Exercisability. Except as otherwise provided
                           herein, Stock Options shall be exercisable at such
                           time or times and subject to such terms and
                           conditions as shall be determined by the Committee.
                           If the Committee provides that any Stock Option is
                           exercisable only in installments, the Committee may
                           at any time waive such installment 

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                           exercise provisions, in whole or in part, based on 
                           such factors as the Committee may determine. In
                           addition, the Committee may at any time accelerate
                           the exercisability of any Stock Option.
                           
                           (iv) Payment of Exercise Price. The price at which
                           shares of Stock may be purchased under a Stock Option
                           shall be paid in full in cash at the time of the
                           exercise or, if permitted by the Committee, by means
                           of tendering Stock or surrendering another Award or
                           any combination thereof. The Committee shall
                           determine acceptable methods of tendering Stock or
                           other Awards and may impose such conditions on the
                           use of Stock or other Awards to exercise a Stock
                           Option as it deems appropriate.

                  (b) Stock Appreciation Rights. A right to receive a payment,
                  in cash, Stock or both, equal in value to the excess of the
                  Fair Market Value of a specified number of shares of Stock on
                  the date the stock appreciation right ("SAR") is exercised
                  over the grant price of the SAR, which shall not be less than
                  100% of the Fair Market Value on the date of grant of such
                  SAR, as determined by the Committee, provided that if an SAR
                  is granted in tandem with or in substitution for another award
                  granted under any plan of the Company, the grant price may be
                  the same as the exercise or designated price of such other
                  award.

                  (c) Stock Awards. An Award made in Stock or denominated in
                  units of Stock. All or part of any stock award may be subject
                  to conditions established by the Committee, and set forth in
                  the Award Agreement, which may include, but are not limited
                  to, continuous service with the Company, achievement of
                  specific business objectives, increases in specified indices,
                  attaining growth rates, and other comparable measurements of
                  the Company performance.

         6. Tax Withholding. Prior to the payment or settlement of any Award,
the Participant must pay, or make arrangements acceptable to the Company for the
payment of, any and all federal, state and local tax withholding that in the
opinion of the Company is required by law. The Company shall have the right to
deduct applicable taxes from any Award payment and withhold, at the time of
delivery or vesting of shares under the Plan, an appropriate number of shares
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 obligations for
withholding of such taxes.

         7. Transferability. No Award shall be transferable or assignable, or
payable to or exercisable by, anyone other than the Participant to whom it was
granted, except (a) by law, will or the laws of descent and distribution, (b) as
a result of the disability of a Participant or (c) that the Committee (in the
form of an Award Agreement or otherwise) may permit transfers of Awards by gift
or otherwise to a member of a Participant's immediate family and/or trusts whose

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beneficiaries are members of the Participant's immediate family, or to such
other persons or entities as may be approved by the Committee. Notwithstanding
the foregoing, in no event shall ISOs be transferable or assignable other than
by will or by the laws of descent and distribution.

         8. Termination of Employment. If the employment of a Participant
terminates, other than as a result of the death or Disability of a Participant,
all unexercised, deferred and unpaid Awards shall be canceled immediately,
unless the Award Agreement provides otherwise. In the event of the death of a
Participant or in the event a Participant is deemed by the Company to be
Disabled, the Participant, or the Participant's estate, beneficiaries or
representative, as the case may be, shall have the rights and duties of the
Participant under the applicable Award Agreement.

         9.       Change in Control.

                  (a) Subject to the provisions of Section 9(b) below, in the
                  event of a Change in Control, each Stock Option shall, at the
                  discretion of the Committee, either be cancelled in exchange
                  for a payment in cash of an amount equal to the excess, if
                  any, of the Change in Control Price over the exercise price
                  for such Stock Option, or be fully exercisable regardless of
                  the exercise schedule otherwise applicable to such Stock
                  Option and all restricted shares of Stock and all SARs shall
                  become nonforfeitable and be immediately transferable or
                  payable, as the case may be.

                  (b) Notwithstanding Section 9(a), no cancellation,
                  acceleration of exercisability, vesting, cash settlement or
                  other payment shall occur with respect to any Award or any
                  class of Awards if the Committee reasonably determines in good
                  faith prior to the occurrence of a Change in Control that such
                  Award or Awards shall be honored or assumed, or new rights
                  substituted therefor (such honored, assumed or substituted
                  award hereinafter called an "Alternative Award"), by a
                  Participant's employer (or the parent or an Affiliate of such
                  employer) immediately following the Change in Control,
                  provided that any such Alternative Award must:

                           (i) be based on stock which is traded on an
                           established securities market, or which will be so
                           traded within 60 days of the Change in Control;

                           (ii) provide such Participant (or each Participant in
                           a class of Participant) with rights and entitlements
                           substantially equivalent to or be better than the
                           rights, terms and conditions applicable under such
                           Award, including, but not limited to, an identical or
                           better exercise or vesting schedule and identical or
                           better timing and methods of payment;

                           (iii) have substantially equivalent economic value to
                           such Award (determined at the time of the Change in
                           Control);

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                           (iv) have terms and conditions which provide that in
                           the event that the Participant's employment is
                           involuntarily terminated or constructively
                           terminated, any conditions on a Participant's rights
                           under, or any restrictions on transfer or
                           exercisability applicable to, each such Alternative
                           Award shall be waived or shall lapse, as the case may
                           be.

For this purpose, a constructive termination shall mean a termination by a
Participant following a material reduction in the Participant's base salary or a
Participant's incentive compensation opportunity or a material reduction in the
Participant's responsibilities, in either case without the Participant's written
consent.


         10. Term, Amendment and Termination of the Plan. The Plan will
terminate on August 22, 2007. Awards outstanding as of the date of any such
termination shall not be affected or impaired by the termination of the Plan.

                  The Board may amend, alter, or discontinue the Plan to the
extent it deems appropriate in the best interest of the Company, but no
amendment, alteration or discontinuation shall be made which would (a) impair
the rights of an optionee under a Stock Option or a recipient of a SAR or
restricted share of Stock theretofore granted without the optionee's or
recipient's consent, except such an amendment which is necessary to cause any
Award or transaction under the Plan to qualify, or to continue to quality, for
the exemption to cause any Award or transaction under the Plan to qualify, or to
continue to qualify, for the exemption provided by Rule 16b-3, or (b) disqualify
any Award or transaction under the Plan from the exemption provided by Rule
16b-3. In addition, no such amendment shall be made without the approval of the
Company's stockholders to the extent such approval is required by law or
agreement.

                  The Committee may amend the terms of any Award Agreement, but
no such amendment shall impair the rights of any participant without the
participant's consent except such an amendment which is necessary to cause any
Award or transaction under the Plan to qualify, or to continue to qualify, for
the exemption provided by Rule 16b-3.

                  Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account charges in law and tax and
accounting rules as well as other developments, and to grant Awards that qualify
for beneficial treatment under such rules without stockholder approval.

         11. Adjustments. In the event of any change in the outstanding Stock of
the Company by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger or similar event, the
Committee may make or provide for adjustments in (a) the number of shares of
Stock (i) available for issuance under the Plan, and (ii) covered by outstanding
Awards denominated in stock or units of Stock; (b) the exercise and grant prices
related to outstanding Awards; and (c) the appropriate Fair Market Value and
other price

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determinations for such Awards, as the Committee in its sole discretion may in
good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants. Moreover, in the event of any such
transaction or event, the Committee may provide in substitution for any or all
outstanding Awards under this Plan such alternative consideration as it may in
good faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of all Awards so replaced. The Committee may
also make or provide for such adjustments in the number of Shares specified in
Section 3 of this Plan as the Committee in its sole discretion may in good faith
determine to be appropriate in order to reflect any transaction or event
described in this Section 11. In the event of any other change affecting the
Stock or any distribution to holders of Stock, such adjustments in the number
and kind of shares and the exercise, grant and conversion prices of the affected
Awards as may be deemed equitable by the Committee, including adjustments to
avoid fractional shares, shall be made to give proper effect to such event.
        
      12.      Miscellaneous.

                  (a) The Plan shall be unfunded and the Company shall not be
                  required to establish any special account or fund or to
                  otherwise segregate or encumber assets to ensure payment of
                  any Award.

                  (b) Nothing contained in the Plan shall prevent the Company
                  from adopting other or additional compensation arrangements or
                  plans, subject to shareholder approval if such approval is
                  required, and such arrangements or plans may be either
                  generally applicable or applicable only in specific cases.

                  (c) No Participant shall have any claim or right to be granted
                  an Award under the Plan and nothing contained in the Plan
                  shall be deemed or be construed to give any Participant the
                  right to be retained in the employ of the Company or to
                  interfere with the right of the Company to discharge any
                  Participant at any time without regard to the effect such
                  discharge may have upon the Participant under the Plan.

                  (d) The Plan and each Award Agreement shall be governed by the
                  laws of the State of Colorado, excluding any conflicts or
                  choice of law rule or principle that might otherwise refer
                  construction or interpretation of the Plan to the substantive
                  law of another jurisdiction.

                  (e) The Committee shall have full power and authority to
                  interpret the Plan and to make any determinations thereunder
                  and the Committee's determinations shall be binding and
                  conclusive. Determinations made by the Committee under the
                  Plan need not be uniform and may be made selectively among
                  individuals, whether or not such individuals are similarly
                  situated.

                  (f) If any provision of the Plan is or becomes or is deemed
                  invalid, illegal or 

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                  unenforceable in any jurisdiction, or would disqualify the
                  Plan or any Award under any law deemed applicable by the
                  Committee, such provision shall be construed or deemed amended
                  or limited in scope to conform to applicable laws or, in the
                  discretion of the Committee, it shall be stricken and the 
                  remainder of the Plan shall remain in full force and effect.
                  
                  (g) The Plan shall become effective on the date it is approved
                  by the Board, subject to approval by the holders of a majority
                  of the shares of Stock then outstanding. The Committee may
                  grant Awards subject to the condition that this Plan shall
                  have been approved by the stockholders of the Company at the
                  next Annual Meeting of Stockholders.

                  (h) With respect to persons subject to Section 16 of the
                  Exchange Act, transactions under this Plan are intended to
                  comply with all applicable conditions of Rule 16b-3 or its
                  successors under the Exchange Act. To the extent any provision
                  of the Plan or action by the Committee fails to so comply, it
                  shall be deemed null and void, to the extent permitted by law
                  and deemed advisable by the Committee.

                  (i) The Committee may grant Awards to employees who are
                  subject to the tax laws of nations other than the United
                  States, which Awards may have terms and conditions that differ
                  from other Awards granted under the Plan for the purposes of
                  complying with foreign tax laws.



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