<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549




                                    FORM S-8



                                 CURRENT REPORT

                       THE SECURITIES EXCHANGE ACT OF 1934




                        DATE OF REPORT: NOVEMBER 4, 1998




                      INTERNATIONAL MERCANTILE CORPORATION


Missouri                            0-7963                       43-0970243
--------                            ------                       ----------
(State or other juris-           (Commission                   (IRS Employer 
diction of incorporation)        File Number)                Identification No.)

                            P0 BOX 340 OLNEY MD 20832
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of        Amount       Proposed Maximum    Proposed Maximum
Securities To   To Be        Offering Price      Aggregate
Be Registered   Registered   Per Shares          Offering Price
-------------------------------------------------------------------
<S>             <C>           <C>                <C>     
COMMON SHARES   800,000       $.43               $800,000
as per value

Fee             $102(1)
TOTAL           $102
</TABLE>


                                        1
<PAGE>   2
           1)Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents, which have been filed by the Company with
the Securities and Exchange Commission, are hereby incorporated by reference
into this Prospectus:


a) The Company's Annual Report on Form 10-K for the fiscal year ended December

31, 1997 and all the amendments hereto:

b) The Company's Current Reports or Form 8-K filed subsequent to December 31,
1997 and

c) The description of the common stock, one dollar par value per shares (the
"Common Stock") of the Company as contained the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, file No. 0-7693.

           All documents filed by the Company with the Commission pursuant to
Section 13 (a), 13 (c) ), 14 and 15 (d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.



                                        2
<PAGE>   3
Item 4.           DESCRIPTION OF SECURITIES.



           Not applicable. See Item 3(d) above




Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL



           Fillmore & Griffin LC, special securities counsel to the Registrant
for the purpose of this Registration Statement, and whose opinion as to the
legality of the issuance of the Shares hereunder is attached hereto as Exhibit
5. Fillmore and Griffin will be issued shares of Registrant in payment for legal
services rendered, which have a value of over $50,000.



Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.


           The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action, to exercise
all of the Company's powers of indemnification to the maximum extent permitted
under the applicable statutes of the state of Missouri, permits the Company to
indemnify its directors, officers, employees, fiduciaries, and agents as
follows;


           Missouri Statutes permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:


           (a)    The person conducted himself or herself in good faith;


           (b)    The person reasonable believed:

                  (1)    In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interest; and

                  (2)    In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and



                                        3
<PAGE>   4
           (c)    In the case of any criminal proceeding the person had no
reasonable cause to believe that his or her conduct was unlawful.

A Corporation may not indemnify such person under the Missouri Code:

           (a)    In connection with a proceeding by or in the right of the
corporation in which such person adjudged liable to the corporation; or

           (b)    In connection with any other proceeding charging that such
person derived any improper benefit, whether or not involving action in an
official capacity, in which proceeding such person was adjudged liable on the
basis that he or she derived an improper personal benefit.

           Unless limited by the Articles of Incorporation, and there are not
such limitations with respect to the Company, Missouri Revised statutes require
that the corporation shall indemnify such a person against reasonable expenses
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because of his status with the
corporation.


           Under Missouri Revised Statutes, the corporation may pay reasonable
fees in advance of final disposition of the proceeding if:

           (a)    Such person furnished to the corporation a written affirmation
of the such person's good faith belief that he or she has met the Standard of
Conduct described in Missouri Code.

           (b)    Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Missouri Code.

           (c)    A determination is made that the facts then known to those
making the determination would not preclude indemnification.

           Under the Missouri Code, a corporation may not indemnify such person,
including advanced payments, unless authorized in the specific case after a
determination has been made that indemnification of such person is permissible
in the circumstances because he met the Standard of Conduct under Missouri Code
and such person has made the specific affirmation and undertaking required under
the stature. The required determinations are to be made by a majority vote of a
quorum of the Board of Directors, utilizing only directors who are not parties
to the proceeding. If a quorum cannot be obtained, the determination can be made
by a majority vote of a



                                        4
<PAGE>   5
committee of the Board, which consists of at least two directors who are not
parties to the proceeding. If neither a quorum of the Board nor a committee of
the Board can be established, then the determination can be made either by the
Shareholders or by independent legal counsel selected by majority vote of the
Board of Directors.

           The corporation is required by the Missouri code to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.

           Under the Missouri code such person may apply to any count of
competent jurisdiction for a determination that such person is entitled under
the stature to be indemnified from reasonable expenses.

           Under the Missouri code a corporation may also indemnify and advance
expenses to an officer, employee, fiduciary, or agent who is not a director to a
greater extent than the foregoing indemnification provisions, if not
inconsistent with public policy, and if provided for in the corporation's bylaw,
general or specific action of the Board of Directors, or shareholders, or
contract.

           Section permits the corporation to purchase and maintain insurance to
pay for any indemnification of reasonable expenses as discussed herein.

           The indemnification discussed herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the Articles
of Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.

           Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel



                                        5
<PAGE>   6

the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.



                  Not applicable.



Item 8.           EXHIBITS

                  [Asterisk (*) indicates exhibits incorporated by
                  reference herein.]




Exhibits

Number            Description


3.1 *             All of the Registrant's corporate filings and those
                  incorporated by reference in the Company's Form 
                  10-K year ended December 31, 1997 filed with the
                  Commission, file no. 0-7693.


3.2 *             International Mercantile Corporation Group
                  Compensation Plan, dated November 4, 1998.


5.                Opinion of Counsel, Fillmore & Griffin LC.



24.1              Consent of Counsel


Item 9.           UNDERTAKINGS



                                        6

<PAGE>   7


          1.      The Registrant hereby undertakes:


          (a)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

(i)       to include any prospectus required by Section 10 (a) (3) of the 
Securities Act of 1933;

(ii)      to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the formation set forth in the registration statement;

(iii)     to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

          (b)     That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at the time shall be deemed to be the initial 
bonafide offering thereof.

          (c)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.



          2.      The Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the 
Exchange Act (and, where applicable, each filing of any employee benefits 
plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed to be a 
new registration statement relating to the securities offered herein, and the 
offering of such securities at that time shall be deemed to be in the initial 
bonafide offering thereof.



                                        7


<PAGE>   8


                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Olney, Maryland on the 4th day of November, 1998.


                                     INTERNATIONAL MERCANTILE
CORPORATION

Dated: November 4, 1998                By:

       --------------                ------------------------

                                  Frederic Richardson
                                  Chairman of the Board
                                    Chief Executive Officer



          In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of this Registrant and in the capacities and
on the dates indicated.


         CHIEF ACCOUNTING OFFICER


Dated: November 4, 1998                By:

       ---------------                 ---------------------


                                     MAJORITY OF BOARD OF DIRECTORS:


Dated:  November 4, 1998               By:

        ---------------                ---------------------

                                 8


<PAGE>   9


        --------------                   -----------------

                                         Frederic Richardson



Dated:  November 4 1998

        --------------                   -----------------

                                         Walt DeRhonde
         


Dated:  November 4 1998


        _______________                  __________________
                                         Scott Hess


                                 9
<PAGE>   10


EXHIBIT INDEX


[Asterisk (*) indicates exhibits incorporated by reference herein]

Exhibit           

Number            Description

EXHIBITS
                       
                  [Asterisk (*) indicates exhibits incorporated by reference 
herein.] 


Exhibits
Number            Description

3.1 *             All of the Registrant's corporate filings and those 

                  incorporated by reference in the Company's Form 10-K 

                  year ended December 31, 1997 filed with the 

                  Commission, file no. 0-7693.

3.2               International Mercantile Corporation Group Compensation
                  Plan, dated November 4, 1997.

5.                Opinion of Counsel, Fillmore & Griffin LC. 

24. 1             Consent of Counsel


                                       10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16266}]
{"company-data": {"conformed-name": "INTERNATIONAL MERCANTILE CORP", "cik": "0000051387", "assigned-sic": "6162", "irs-number": "430970243", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66965", "film-number": "98740376"}, "business-address": {"street1": "7979 OLD GEORGETOWN ROAD", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3017746913"}, "mail-address": {"street1": "7979 OLD GEORGETOWN RD", "street2": "STE 104", "city": "BETHESDA", "state": "MD", "zip": "20814"}}
1
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

                                    FORM S-8

                                 CURRENT REPORT

                       THE SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: NOVEMBER 4, 1998

                      INTERNATIONAL MERCANTILE CORPORATION

Missouri                            0-7963                       43-0970243
--------                            ------                       ----------
(State or other juris-           (Commission                   (IRS Employer 
diction of incorporation)        File Number)                Identification No.)

                            P0 BOX 340 OLNEY MD 20832
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

CALCULATION OF REGISTRATION FEE
Title of        Amount       Proposed Maximum    Proposed Maximum
Securities To   To Be        Offering Price      Aggregate
Be Registered   Registered   Per Shares          Offering Price
-------------------------------------------------------------------
COMMON SHARES   800,000       $.43               $800,000
as per value

Fee             $102(1)
TOTAL           $102
1
2
           1)Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents, which have been filed by the Company with
the Securities and Exchange Commission, are hereby incorporated by reference
into this Prospectus:

a) The Company's Annual Report on Form 10-K for the fiscal year ended December

31, 1997 and all the amendments hereto:

b) The Company's Current Reports or Form 8-K filed subsequent to December 31,
1997 and

c) The description of the common stock, one dollar par value per shares (the
"Common Stock") of the Company as contained the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, file No. 0-7693.

           All documents filed by the Company with the Commission pursuant to
Section 13 (a), 13 (c) ), 14 and 15 (d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in a supplement to this
Registration Statement or in a document incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any document that is
subsequently incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                        2
3
Item 4.           DESCRIPTION OF SECURITIES.

           Not applicable. See Item 3(d) above

Item 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

           Fillmore & Griffin LC, special securities counsel to the Registrant
for the purpose of this Registration Statement, and whose opinion as to the
legality of the issuance of the Shares hereunder is attached hereto as Exhibit
5. Fillmore and Griffin will be issued shares of Registrant in payment for legal
services rendered, which have a value of over $50,000.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action, to exercise
all of the Company's powers of indemnification to the maximum extent permitted
under the applicable statutes of the state of Missouri, permits the Company to
indemnify its directors, officers, employees, fiduciaries, and agents as
follows;

           Missouri Statutes permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:

           (a)    The person conducted himself or herself in good faith;

           (b)    The person reasonable believed:

                  (1)    In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interest; and

                  (2)    In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and

                                        3
4
           (c)    In the case of any criminal proceeding the person had no
reasonable cause to believe that his or her conduct was unlawful.

A Corporation may not indemnify such person under the Missouri Code:

           (a)    In connection with a proceeding by or in the right of the
corporation in which such person adjudged liable to the corporation; or

           (b)    In connection with any other proceeding charging that such
person derived any improper benefit, whether or not involving action in an
official capacity, in which proceeding such person was adjudged liable on the
basis that he or she derived an improper personal benefit.

           Unless limited by the Articles of Incorporation, and there are not
such limitations with respect to the Company, Missouri Revised statutes require
that the corporation shall indemnify such a person against reasonable expenses
who was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because of his status with the
corporation.

           Under Missouri Revised Statutes, the corporation may pay reasonable
fees in advance of final disposition of the proceeding if:

           (a)    Such person furnished to the corporation a written affirmation
of the such person's good faith belief that he or she has met the Standard of
Conduct described in Missouri Code.

           (b)    Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Missouri Code.

           (c)    A determination is made that the facts then known to those
making the determination would not preclude indemnification.

           Under the Missouri Code, a corporation may not indemnify such person,
including advanced payments, unless authorized in the specific case after a
determination has been made that indemnification of such person is permissible
in the circumstances because he met the Standard of Conduct under Missouri Code
and such person has made the specific affirmation and undertaking required under
the stature. The required determinations are to be made by a majority vote of a
quorum of the Board of Directors, utilizing only directors who are not parties
to the proceeding. If a quorum cannot be obtained, the determination can be made
by a majority vote of a

                                        4
5
committee of the Board, which consists of at least two directors who are not
parties to the proceeding. If neither a quorum of the Board nor a committee of
the Board can be established, then the determination can be made either by the
Shareholders or by independent legal counsel selected by majority vote of the
Board of Directors.

           The corporation is required by the Missouri code to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.

           Under the Missouri code such person may apply to any count of
competent jurisdiction for a determination that such person is entitled under
the stature to be indemnified from reasonable expenses.

           Under the Missouri code a corporation may also indemnify and advance
expenses to an officer, employee, fiduciary, or agent who is not a director to a
greater extent than the foregoing indemnification provisions, if not
inconsistent with public policy, and if provided for in the corporation's bylaw,
general or specific action of the Board of Directors, or shareholders, or
contract.

           Section permits the corporation to purchase and maintain insurance to
pay for any indemnification of reasonable expenses as discussed herein.

           The indemnification discussed herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the Articles
of Incorporation, any Bylaw, agreement, vote of shareholders, or disinterested
directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.

           Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expense incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel

                                        5
6

the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

Item 8.           EXHIBITS

                  [Asterisk (*) indicates exhibits incorporated by
                  reference herein.]

Exhibits

Number            Description

3.1 *             All of the Registrant's corporate filings and those
                  incorporated by reference in the Company's Form 
                  10-K year ended December 31, 1997 filed with the
                  Commission, file no. 0-7693.

3.2 *             International Mercantile Corporation Group
                  Compensation Plan, dated November 4, 1998.

5.                Opinion of Counsel, Fillmore & Griffin LC.

24.1              Consent of Counsel

Item 9.           UNDERTAKINGS

                                        6
7

          1.      The Registrant hereby undertakes:

          (a)     To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

(i)       to include any prospectus required by Section 10 (a) (3) of the 
Securities Act of 1933;

(ii)      to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the formation set forth in the registration statement;

(iii)     to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

          (b)     That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at the time shall be deemed to be the initial 
bonafide offering thereof.

          (c)     To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

          2.      The Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the 
Exchange Act (and, where applicable, each filing of any employee benefits 
plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed to be a 
new registration statement relating to the securities offered herein, and the 
offering of such securities at that time shall be deemed to be in the initial 
bonafide offering thereof.

                                        7
8

                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Olney, Maryland on the 4th day of November, 1998.

                                     INTERNATIONAL MERCANTILE
CORPORATION

Dated: November 4, 1998                By:

       --------------                ------------------------

                                  Frederic Richardson
                                  Chairman of the Board
                                    Chief Executive Officer

          In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of this Registrant and in the capacities and
on the dates indicated.

         CHIEF ACCOUNTING OFFICER

Dated: November 4, 1998                By:

       ---------------                 ---------------------

                                     MAJORITY OF BOARD OF DIRECTORS:

Dated:  November 4, 1998               By:

        ---------------                ---------------------

                                 8
9

        --------------                   -----------------

                                         Frederic Richardson

Dated:  November 4 1998

        --------------                   -----------------

                                         Walt DeRhonde
         

Dated:  November 4 1998

        _______________                  __________________
                                         Scott Hess

                                 9
10

EXHIBIT INDEX

[Asterisk (*) indicates exhibits incorporated by reference herein]

Exhibit           

Number            Description

EXHIBITS
                       
                  [Asterisk (*) indicates exhibits incorporated by reference 
herein.] 

Exhibits
Number            Description

3.1 *             All of the Registrant's corporate filings and those 

                  incorporated by reference in the Company's Form 10-K 

                  year ended December 31, 1997 filed with the 

                  Commission, file no. 0-7693.

3.2               International Mercantile Corporation Group Compensation
                  Plan, dated November 4, 1997.

5.                Opinion of Counsel, Fillmore & Griffin LC. 

24. 1             Consent of Counsel

                                       10