EXHIBIT 10(P)


                                AIM GROUP, INC.

                            STOCK OPTION AGREEMENT

      THIS  AGREEMENT  is made as of  November  24,  1998,  by and between AIM
GROUP, INC., a Delaware corporation (the "Company"), and R. Jerry Falkner (the
"Optionee").

                             W I T N E S S E T H:

      WHEREAS,  the  Company  desires  to grant to the  Optionee  an option to
purchase shares of the Company's  common stock,  par value $.01 per share (the
"Common Stock"),  in consideration for the Optionee's  consulting  services to
the Company  pursuant to an agreement,  dated  November 24, 1998,  between the
Company and the Optionee (the "Consulting Agreement").

      NOW,  THEREFORE,  the parties hereto,  intending to be legally bound, do
agree as follows:

      1.    GRANT OF  OPTION.  Subject  to the  terms and  conditions  of this
Agreement,  the  Company  hereby  grants to  Optionee  the right and option to
purchase  from the Company  all or part of an  aggregate  of 25,000  shares of
Common Stock.  This option is not intended to  constitute  an incentive  stock
option  within the meaning of Section  422A of the  Internal  Revenue  Code of
1986, as amended (the "Code").

      2.    OPTION PRICE AND TIME OF EXERCISE. The per-share purchase price at
which the shares  subject to option  hereunder  may be  purchased  by Optionee
pursuant to his exercise of this option shall be $2.50, which price equals the
closing  sale  price  per share of the  Common  Stock on the  Vancouver  Stock
Exchange  on  November  24,  1998,  the  date of  grant  of this  option.  The
Optionee's right to exercise this option shall vest as to 25% of the shares of
Common  Stock  underlying  the  option  at the end of each of the  first  four
three-month periods following the date hereof; provided, however, that vesting
shall not occur as to any three-month  period during which the Optionee is not
engaged by the Company  pursuant  to the  Consulting  Agreement.  The right to
exercise  the  option  shall  be  cumulative  to the  extent  not  theretofore
exercised.  The right to exercise the option shall expire,  except as provided
in Paragraph 5 below,  at the close of business on the day preceding the fifth
anniversary hereof (the "Option Period").

      3.    METHOD OF EXERCISE  AND PAYMENT FOR SHARES.  This option  shall be
exercised by written notice delivered to the Company at its principal  office,
specifying  the  number of  shares to be  acquired  upon  such  exercise,  and
accompanied by cash payment of the exercise price.

      4.    NON-TRANSFERABILITY.  This option is not  transferable by Optionee
except as  otherwise  provided  in  Paragraph 5 below,  and during  Optionee's
lifetime is exercisable only by him.


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      5.    EXERCISE  AFTER  DEATH.  In the event  Optionee  dies  before  the
expiration of this option, Optionee's estate, or the person or persons to whom
his rights  under this  option  shall pass by will or the laws of descent  and
distribution,  may exercise this option, to the extent exercisable at the date
of death, at any time within six months following Optionee's death (but in any
event before the expiration of the Option Period).

      6.    ADJUSTMENTS.

            (a)   ADJUSTMENTS  BY STOCK  SPLIT,  STOCK  DIVIDEND,  ETC. If the
Company shall at any time  increase or decrease the number of its  outstanding
shares of Common Stock, or change in any way the rights and privileges of such
shares,  by means of the payment of a Common  Stock  dividend or the making of
any other  distribution upon such shares payable in Common Stock, or through a
Common Stock split or subdivision of shares, or a consolidation or combination
of shares, or through a  reclassification  or  recapitalization  involving the
Common Stock, then the numbers,  rights and privileges of the shares of Common
Stock underlying the option granted hereunder shall be increased, decreased or
changed in like manner as if they had been issued and outstanding,  fully paid
and non-assessable at the time of such occurrence.

            (b)   DIVIDEND  PAYABLE IN STOCK OF ANOTHER  CORPORATION,  ETC. If
the Company  shall at any time pay or make any dividend or other  distribution
upon the Common Stock payable in securities or other property (except money or
Common Stock), a proportionate part of such securities or other property shall
be set aside and delivered to the Optionee upon exercise hereof.

            (c)   APPORTIONMENT OF PRICE. Upon any occurrence described in the
preceding  subsections  (a) and (b) of this  Section 8, the total option price
hereunder  shall remain  unchanged but shall be  apportioned  ratably over the
increased or decreased number or changed kinds of securities or other property
subject to this option.

            (d)   RIGHTS TO SUBSCRIBE.  If the Company shall at any time grant
to the holders of its Common Stock rights to subscribe PRO RATA for additional
shares  thereof  or for any other  securities  of the  Company or of any other
corporation,  there  shall be added to the  number of shares  underlying  this
option the Common Stock or other securities which the Optionee would have been
entitled to subscribe for if immediately  prior to such grant the Optionee had
exercised  his entire  option,  and the option price shall be increased by the
amount  which would have been payable by the Optionee for such Common Stock or
other securities.

            (e)   DETERMINATION BY THE COMPANY. Adjustments under this Section
6 shall be made by the Company, whose determinations with regard thereto shall
be final and binding.  No fractional shares of Common Stock shall be issued on
account of any such adjustment.

      7.    MERGER, CONSOLIDATION, ETC.

            (a)   EFFECT OF  TRANSACTION.  Upon the  occurrence  of any of the
following  events,  if the notice  required by Section  7(b) hereof shall have
first been given, the option granted hereunder shall  automatically  terminate


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and be of no further  force and effect  whatsoever,  without the necessity for
any  additional  notice  or  other  action  by the  Company:  (i) the  merger,
consolidation  or liquidation of the Company or the  acquisition of its assets
or stock  pursuant to a  nontaxable  reorganization,  unless the  surviving or
acquiring  corporation,  as the  case may be,  shall  assume  all  outstanding
options of the Company or substitute  new options for them pursuant to Section
425(a) of the Code; (ii) the dissolution or liquidation of the Company;  (iii)
the  appointment of a receiver for all or  substantially  all of the Company's
assets or business;  (iv) the appointment of a trustee for the Company after a
petition  has been filed for the  Company's  reorganization  under  applicable
statutes;  or (v) the sale, lease or exchange of all or  substantially  all of
the Company's assets and business.

            (b)   NOTICE OF SUCH OCCURRENCES.  At least 30 days' prior written
notice of any event described in Section 7(a) hereof,  except the transactions
described  in  subsections  7(a)(iii)  and (iv) as to which no notice shall be
required, shall be given by the Company to the Optionee. If the Optionee is so
notified,  he may exercise all or a portion of the entire unexercised  portion
of this option at any time before the  occurrence  of the event  requiring the
giving  of  notice.  Such  notice  shall be deemed  to have  been  given  when
delivered  personally  to the  Optionee  or when  mailed  to the  Optionee  by
registered or certified mail, postage prepaid,  at the Optionee's last address
known to the Company.

      8.    BINDING  EFFECT,  ENTIRE  AGREEMENT.  Subject  to the  limitations
stated above, this Agreement shall be binding upon and inure to the benefit of
the personal  representatives  of Optionee and the  successors of the Company.
This Agreement constitutes the entire agreement between the parties and cannot
be altered,  modified, or changed in any way unless made in writing and signed
by the  party  against  whom  such  alteration,  modification,  or  change  is
asserted.


      IN WITNESS  WHEREOF,  the Company has caused this Agreement to be signed
by its President and the Optionee has signed this Agreement.


                                                     AIM GROUP, INC.


                                                     By: /s/PAUL R. ARENA
                                                         ----------------
                                                         Paul R. Arena
                                                         President


                                                     R. JERRY FALKNER


                                                     /s/R. JERRY FALKNER
                                                     -------------------
                                                     R. Jerry Falkner


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