AGREEMENT AND PLAN OF REORGANIZATION
April 6, 2000
MONUMENT GALLERIES, INC.
ACQUISITION OF
REAL ESTATE OPPORTUNITIES, INC.
<PAGE>
TABLE OF CONTENTS
Page
Recitals .......................................................1
Agreement .....................................................1
1. Plan of Reorganization ..............................1
2. Exchange of Shares ..................................1
3. Delivery of Shares ..................................2
4. Representations of Shareholders and
Real Estate Opportunities, Inc. ....................2
5. Representations of Monument Galleries, Inc. ..........5
6. Closing and Delivery Date ...........................7
7. Conditions Precedent to the Obligations of
Real Estate Opportunities, Inc. .....................7
8. Conditions Precedent to the Obligations of
Monument Galleries, Inc. ............................8
9. Indemnification .....................................9
10. Nature and Survival of Representations ..............9
11. Documents at Closing ................................8
12. Miscellaneous ......................................11
Signature Page .....................................12
-ii-
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT (this "Agreement") and Plan of Reorganization is
entered into this 6th day of April, 2000, by and between MONUMENT
GALLERIES, INC., a Colorado corporation, (hereinafter referred to as
"Monument Galleries") and REAL ESTATE OPPORTUNITIES, INC., a Colorado
corporation (hereinafter referred to as "Real Estate Opportunities"); and
the undersigned shareholders of Real Estate Opportunities, (hereinafter
referred to as the "REO Shareholders").
RECITALS
The REO Shareholders own or control all of the issued and outstanding
capital stock of Real Estate Opportunities. Monument Galleries desires to
acquire all of the issued and outstanding stock of Real Estate
Opportunities, making Real Estate Opportunities a wholly-owned subsidiary
of Monument Galleries, and the REO Shareholders desire to make a tax-free
exchange solely of their shares in Real Estate Opportunities for shares of
Monument Galleries' common stock to be exchanged as more fully described in
this Agreement.
NOW, THEREFORE, for the mutual consideration set forth in this
Agreement, the parties agree as follows:
AGREEMENT
1. PLAN OF REORGANIZATION. The REO Shareholders are the owners
of all the issued and outstanding common stock of Real Estate
Opportunities. It is the intention of the parties to this
Agreement that all of the issued and outstanding common stock of
Real Estate Opportunities shall be acquired by Monument Galleries
in exchange solely for newly issued Monument Galleries voting
stock. It is the intention, but not a requirement, of the
parties to this Agreement that this transaction qualify as a
tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended.
2. EXCHANGE OF SHARES. Monument Galleries and the REO
Shareholders agree that all of the issued and outstanding shares
of common stock of Real Estate Opportunities, consisting of
5,482,977 shares, shall be exchanged with Monument Galleries for
a total of 5,482,977 shares, in the aggregate, of restricted
common stock of Monument Galleries. The Monument Galleries
shares will, on the Delivery Date (defined in Paragraph 6 below)
be delivered to the REO Shareholders in exchange for their shares
in Real Estate Opportunities. The REO Shareholders represent and
warrant that they will hold such shares of common stock of
Monument Galleries for investment purposes and not for further
public distribution and agree that the shares shall be
appropriately restricted.
3. DELIVERY OF SHARES AND ASSETS. On the Delivery Date (defined
in Paragraph 6 below), the REO Shareholders will deliver
certificates or other evidence of ownership of Real Estate
Opportunities duly endorsed so as to make Monument Galleries the
sole holder thereof free and clear of all claims and
encumbrances. On the Delivery Date, delivery of the Monument
Galleries shares, which will be appropriately restricted as to
transfer, will be made to the REO Shareholders as set forth in
this Agreement.
4. REPRESENTATIONS OF REAL ESTATE OPPORTUNITIES. Real Estate
Opportunities hereby represents and warrants that as of the date
of this Agreement and as of the Closing Date (as defined in
Paragraph 6 below), the representations set forth below are true
and correct to the best of their knowledge, information, and
belief.
(a) The REO Shareholders are the sole owners of all of the
issued and outstanding shares of common stock of Real
Estate Opportunities; such shares are free from claims,
liens, or other encumbrances; and the REO Shareholders have
the unqualified right to transfer and dispose of such
shares.
(b) The issued shares of Real Estate Opportunities constitute
validly issued, fully-paid, and nonassessable shares of
Real Estate Opportunities;
(c) The financial statements of Real Estate Opportunities which
have been delivered to Monument Galleries, are complete,
accurate and fairly present the financial condition of Real
Estate Opportunities as of the dates appearing on such
financial statements and the results of its operations for
the periods covered. There are no liabilities, either fixed
or contingent, not reflected in such financial statements
other than contracts or obligations arising in the ordinary
and usual course of business; and no such contracts or
obligations in the usual course of business constitute liens
or other liabilities which, if disclosed, would have a
materially adverse effect on the financial condition of
Real Estate Opportunities, as reflected in such financial
statements.
(d) Prior to and as of the Closing Date and the Delivery Date,
there will not be any materially adverse changes in the
financial condition of Real Estate Opportunities, except
changes arising in the ordinary course of its business.
(e) To the best of Real Estate Opportunities' knowledge,
information and belief, it is not involved in, and has not
received notice of any pending litigation or governmental
investigation or proceeding and, to the best knowledge of
Real Estate Opportunities, no material litigation, claims,
or assessments, or governmental investigation or proceeding
are threatened against Real Estate Opportunities, its
principal shareholders or its properties.
(f) As of the Closing Date and the Delivery Date, Real Estate
Opportunities will be in good standing in its jurisdiction
of incorporation, and and is duly qualified to do business
in any jurisdiction where so required.
(g) Real Estate Opportunities has complied with all applicable
laws in connection with its formation, issuance of
securities, organization, capitalization and operations, and
to the best of Real Estate Opportunities' knowledge,
information and belief, no contingent liabilities have been
threatened or claims made, and no basis for the same exists
with respect to said operations, formation or
capitalization, including claims for violation of any
federal or state securities laws, rules or regulations.
(h) Real Estate Opportunities has filed all governmental, tax or
related returns and reports due or required to be filed and
has paid all taxes or assessments which have or which shall
become due as of the Closing Date and the Delivery Date.
(i) Except as disclosed in this Agreement or on any Exhibit to
this Agreement, Real Estate Opportunities has not breached
any material agreement to which it is a party.
(j) Real Estate Opportunities has no subsidiary corporations.
(k) The corporate financial records, minute books, and other
documents and records of Real Estate Opportunities are
available for inspection by management of Monument Galleries
prior to the Closing Date and shall be delivered to Monument
Galleries in their entirety on the Delivery Date.
(l) The execution of this Agreement will not violate or breach
any agreement, contract, or commitment to which Real Estate
Opportunities or the REO Shareholders are a party, and has
been duly authorized by all appropriate and necessary
action.
(m) Real Estate Opportunities is a corporation duly organized
and existing under the laws of the State of Colorado, having
authorized as of the date of this Agreement 50,000,000
shares of common stock, par value $.001 per share, of which
5,482,977 shares are issued and outstanding. All
outstanding shares have been duly authorized, validly issued
and are fully paid and nonassessable with no personal
liability attaching to the ownership of such shares. There
are no outstanding convertible securities, warrants, options
or commitments of any nature which may cause authorized but
unissued shares to be issued to any person or entity.
(n) To the best knowledge of Real Estate Opportunities, Real
Estate Opportunities is not subject to any material labor
disputes or disagreements, either actual or contingent.
(p) At the date of this Agreement, management of Real Estate
Opportunities is not aware of any events, conditions or
facts materially affecting the business and prospects of
Real Estate Opportunities or its assets. Real Estate
Opportunities does not have now and will not have, at the
Closing Date or the Delivery Date, withheld knowledge of any
such events, conditions, and facts which they know, or have
reasonable grounds to know, which may materially affect the
business and prospects of Real Estate Opportunities or its
assets.
5. REPRESENTATIONS OF MONUMENT GALLERIES. Monument Galleries
hereby represents and warrants as follows, effective this date,
the Closing Date, and the Delivery Date, the representations
listed below are true and correct to the best of its knowledge,
information, and belief:
(a) As of the Delivery Date, the Monument Galleries shares to be
delivered to the REO Shareholders will constitute valid and
legally issued shares of Monument Galleries, fully-paid and
nonassessable, and will be legally equivalent in all
respects to the common stock of Monument Galleries issued
and outstanding as of the date of this Agreement.
(b) The officers of Monument Galleries are duly authorized to
execute this Agreement and have taken all actions required
by law and agreements, charters, and bylaws, to properly and
legally execute this Agreement.
(c) Monument Galleries has made available to Real Estate
Opportunities audited financial statements, which are true,
complete and accurate; there are and shall be no substantial
liabilities, either fixed or contingent, not reflected in
such financial statements and records or to which the Real
Estate Opportunities has not been made aware. Said financial
statements fairly and accurately reflect the financial
condition of Monument Galleries as of the date of such
financial statements and the results of operations for the
period reflected therein. Such statements shall have been
prepared in accordance with Generally Accepted Accounting
Principles, consistently applied.
(d) Prior to and as of the Closing Date and the Delivery Date,
there will not be any material changes in the financial
position of Monument Galleries, except changes arising in
the ordinary course of business, which changes will in no
event adversely affect the financial condition of the
Monument Galleries.
(e) Except as previously disclosed, Monument Galleries is not
involved in any pending litigation, claims, or governmental
investigation or proceeding not reflected in such financial
statements or otherwise disclosed in writing to Real Estate
Opportunities, and there are otherwise no lawsuits, claims,
assessments, investigations, or similar matters, to the best
knowledge of management, threatened or contemplated against
Monument Galleries, its management or properties.
(f) As of the Closing Date and the Delivery Date, Monument
Galleries is duly organized, validly existing and in good
standing under the laws of the State of Colorado; it has the
corporate power to own its property and to carry on its
business as now being conducted and is duly qualified to do
business in any jurisdiction where so required.
(g) Except as previously disclosed, Monument Galleries has not
breached, nor is there any pending or threatened claims or
any legal basis for a claim that Monument Galleries has
breached, any of the terms or conditions of any agreements,
contracts or commitments to which it is a party or is bound
and the execution and performance hereof will not violate
any provisions of applicable law of any agreement to which
Monument Galleries is subject.
(h) Monument Galleries is a corporation duly organized and
existing under the laws of the State of Colorado, having
authorized as of the date of this Agreement, 10,000,000
shares of common stock, par value $.001 per share, of which
1,127,625 shares were issued and outstanding as of the date
of this Agreement, and 1,000,000 shares of preferred stock,
par value $1.00 per share, of which no shares were issued
and outstanding as of the date of this Agreement. All
outstanding shares have been duly authorized, validly
issued, and fully paid. There are not outstanding or
presently authorized securities, warrants, options or
related commitments of any nature.
(i) Monument Galleries has no subsidiary corporations.
(j) The shares of restricted common stock of Monument Galleries
to be issued to REO Shareholders as of the Delivery Date,
will be validly issued, nonassessable and fully-paid under
Colorado corporation law and will be issued in a non-public
offering and exempted transaction under federal and state
securities laws.
(k) At the date of this Agreement, Monument Galleries has, and
at the Closing Date, and as of the Delivery Date it will
have, disclosed all events, conditions and facts materially
affecting the business and prospects of Monument Galleries.
Monument Galleries has not now and will not have, at the
Closing Date, or at the Delivery Date, withheld disclosure
of any such events, conditions, and facts which it, through
management has knowledge of, or has reasonable grounds to
know, may materially affect the business and prospects of
Monument Galleries.
(l) Monument Galleries is a public company and represents that,
except as previously disclosed, it has no existing or
threatened liabilities, claims, lawsuits, or basis for the
same with respect to its shareholders, the public, brokers,
the U.S. Securities and Exchange Commission, state agencies
or other persons or entities. This includes matters relating
to state or federal securities laws as well as general
common law or state corporation law principles.
6. CLOSING AND DELIVERY DATE. The closing of the transactions
contemplated by this Agreement (the "Closing Date") shall be the
date as the parties hereto may mutually agree for the execution
of this Agreement but is expected to be on or about April 7,
2000. This Agreement is executed by the parties as of the Closing
Date and effective as of the Deliver Date hereof. The date of
delivery of all of the documentation shall be known as the
Delivery Date. Certain exhibits, etc. may be delivered subsequent
to the Delivery Date upon the mutual agreement of the parties to
this Agreement. The REO Shareholders will be deemed to have
accepted, as of the Delivery Date, delivery of the certificates
of stock to be issued in their respective names, and in
connection therewith will make delivery of certificates
representing shares of stock in Real Estate Opportunities to
Monument Galleries.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF REAL ESTATE
OPPORTUNITIES. All obligations of Real Estate Opportunities under
this Agreement are subject to the fulfillment, prior to, as of
the Closing Date, or at the Delivery Date, of each of the
following conditions:
(a) The representations and warranties by or on behalf of
Monument Galleries contained in this Agreement or in any
certificate or document delivered to Real Estate
Opportunities pursuant to the provisions of this Agreement
shall be true in all material respects at and as of the
Closing Date and the Delivery Date as though such
representations and warranties were made at and as of such
time.
(b) Monument Galleries shall have performed and complied with
all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or
at the Closing Date, subject only to the conditions required
on the Delivery Date.
(c) The Directors of Monument Galleries and each of the REO
Shareholders shall have approved this transaction and such
other reasonable matters as requested by Real Estate
Opportunities as pertaining to this transaction.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF MONUMENT
GALLERIES. All obligations of the Monument Galleries under this
Agreement are subject to the fulfillment, prior to, as of the
Closing Date, or at the Delivery Date, of each of the following
conditions:
(a) The representations and warranties by Real Estate
Opportunities contained in this Agreement or in any
certificate or document delivered to Monument Galleries
pursuant to the provisions of this Agreement shall be true
at and as of the Closing Date and the Delivery Date as
though such representations and warranties were made at and
as of such time.
(b) Real Estate Opportunities shall have performed and complied
with all covenants, agreements, and conditions required by
this Agreement to be performed or complied with by it prior
to or at the Closing Date, subject only to the conditions on
the Delivery Date.
(c) REO Shareholders shall deliver to Monument Galleries a
letter commonly known as an "investment letter" agreeing
that the shares of stock in Monument Galleries are being
acquired for investment purposes, and not with a view to
resale.
(d) REO Shareholders shall state, and reaffirm as of the
Delivery Date, that they are familiar with the business of
Monument Galleries, that they are acquiring the Monument
Galleries shares under Section 4(2), commonly known as the
private offering exemption of the Securities Act of 1933,
under Regulation D of said Act, and that the shares are
restricted and may not be resold, except in reliance on an
exemption under such Act.
9. INDEMNIFICATION. Within the period provided in Paragraph 10
below and in accordance with the terms that Paragraph, each party
to this Agreement, shall indemnify and hold harmless each other
party at all times after the date of this Agreement against and
in respect of any liability, damage or deficiency, all actions,
suits, proceedings, demands, assessments, judgments, costs and
expenses including attorney's fees incident to any of the
foregoing, resulting from any misrepresentations, breach of
covenant or warranty or non-fulfillment of any agreement on the
part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished
or to be furnished to a party hereunder. Subject to the terms of
this Agreement, the defaulting party shall reimburse the other
party or parties on demand, for any reasonable payment made by
said parties at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates, if
such payment is made after reasonable notice to the other party
to defend or satisfy the same and such party failed to defend or
satisfy the same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement
shall survive the Closing and the consummation of the
transactions contemplated by this Agreement for a period of three
years from the date of this Agreement. Each of the parties to
this Agreement are executing and carrying out the provisions of
this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this
Agreement and not upon any investigation upon which it might have
made or any representations, warranty, agreement, promise or
information, written or oral, made by the other party or any
other person other than as specifically set forth in this
Agreement.
11. DOCUMENTS AT CLOSING. Between the date of this Agreement and
the Delivery Date, the following transactions shall occur, all of
such transactions being deemed to occur simultaneously:
(a) Real Estate Opportunities shall deliver, or cause to be
delivered, to Monument Galleries the following:
(1) stock certificates representing all shares of common
stock of Real Estate Opportunities owned by all of the REO
Shareholders, duly endorsed in blank,
(2) all corporate records of Real Estate Opportunities,
including without limitation corporate minute books (which
shall contain copies of the Articles of Incorporation and
Bylaws, as amended to the Delivery Date), stock books, stock
transfer books, corporate seals, and such other corporate
books and records as may by reasonably requested by Monument
Galleries and its counsel;
(3) a certificate of the President of Real Estate
Opportunities to the effect that all representations and
warranties of Real Estate Opportunities made under this
Agreement are reaffirmed on the Closing Date and the
Delivery Date, the same as though originally given on said
date;
(4) such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the
provisions of this Agreement or which may be reasonably
requested in furtherance of the provisions of this
Agreement;
(b) Monument Galleries will deliver or cause to be delivered to
REO Shareholders and Real Estate Opportunities:
(1) stock certificates for Common Stock to be issued as a
part of the exchange as listed on Exhibit "A" after the date
of approval of this transaction by the REO Shareholders;
(2) a certificate of the President of Monument Galleries to
the effect that all representations and warranties of
Monument Galleries made under this Agreement are reaffirmed
on the Closing Date and the Delivery Date, the same as
though originally given on said date;
(3) certified copies of resolutions by Monument Galleries's
Board of Directors and Real Estate Opportunities authorizing
this transaction;
(4) such other instruments and documents as are required to
be delivered pursuant to the provisions of this Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time,
after the effective date, each party will execute such
additional instruments and take such action as may be
reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or
otherwise to carry out the intent and purposes of this
Agreement.
(b) WAIVER. Any failure on the part of any party to this
Agreement to comply with any of its obligations, agreements
or conditions under this Agreement may be waived in writing
by the party to whom such compliance is owed.
(c) BROKERS. Neither party has employed any brokers or finders
with regard to this Agreement.
(d) NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given
if delivered in person or three days after being sent by
prepaid first class registered or certified mail, return
receipt requested.
(e) HEADINGS. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(f) COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
(g) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Colorado, and shall be
governed by the laws of the State of Colorado, and the
securities being issued in connection with performance of
this Agreement are being issued in reliance on the non-
public offering exemption provided under Section 4(2) of the
Securities Act of 1933.
(h) BINDING EFFECT. This Agreement shall be binding upon the
parties to this Agreement and shall inure to the benefit of
the parties, their respective heirs, administrators,
executors, successors and assigns.
(I) ENTIRE AGREEMENT. This Agreement is the entire agreement of
the parties covering everything agreed upon or understood in
the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of
any kind of condition or inducements to the execution of
this Agreement.
(j) TIME. Time is of the essence in connection with this
Agreement.
(k) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
(l) DEFAULT COSTS. In the event any party to this Agreement has
to resort to legal action to enforce any of the terms of
this Agreement, the prevailing party shall be entitled to
collect attorneys fees and other costs from the non-
prevailing party.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
MONUMENT GALLERIES, INC.
a Colorado Corporation
By: /S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, President
Attest:
/S/ CYNTHIA KETTL
Cynthia Kettl, Secretary
REAL ESTATE OPPORTUNITIES, INC.
a Colorado Corporation
By: /S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, President
Attest:
/S/ CYNTHIA KETTL
Cynthia Kettl, Secretary
REO SHAREHOLDERS
/S/ F. JEFFREY KRUPKA /S/ JANET BROPHY
F. Jeffrey Krupka Janet Brophy
/S/ RYAN THOMAS /S/ JAMES ANDREW KRUPKA
Ryan Thomas James Andrew Krupka
/S/ PAUL BENJAMIN KRUPKA /S/ KATHY M. MARTIN
Paul Benjamin Krupka Kathy M. Martin
/S/ REBECCA E. MURR /S/ RACHEL M. MURR
Rebecca E. Murr Rachel M. Murr
/S/ BETHANY D. MURR /S/ JAMES ALLEN MURR
Bethany D. Murr James Allen Murr
/S/ MELISSA D. MURR /S/ ALEXANDRIA C. MURR
Melissa D. Murr Alexandria C. Murr
/S/ THOMAS A. REID /S/ JOEL C. KRUPKA
Thomas A. Reid Joel C. Krupka
/S/ DIANA B. KRUPKA /S/ PAUL J. KRUPKA
Diana B. Krupka Paul J. Krupka
/S/ REBECCA A. SCHMIDT /S/ CYNTHIA KETTL
Rebecca A. Schmidt Cynthia Kettl
/S/ JACQUELINE S. KRUPKA /S/ FRANK K. KRUPKA
Jacqueline S. Krupka Frank K. Krupka
/S/ CAMERON D. SUMMERS /S/ SHELBY L. SUMMERS
Cameron D. Summers Shelby L. Summers
/S/ DAVID M. SUMMERS KRUPKA-MURR GIFT &
David M. Summers EDUCATION FOUNDATION,
INC.
By:/S/ F. JEFFREY KRUPKA, PRES.
B 7 BRAND, LLC CHERRY CREEK COTTAGE LLC
By:/S/ F. JEFFREY KRUPKA, MGR. By:/S/ F. JEFFREY KRUPKA, MGR.
MOON UNIT LLC WRAITH MOON HOUSE LLC
By:/S/ F. JEFFREY KRUPKA, MGR. By:/S/ F. JEFFREY KRUPKA, MGR.
ARTHUR W. ZARLENGO JACK FRANK FORD PROFIT
REVOCABLE TRUST DATED SHARING PLAN
9/24/98
By:ARTHUR W. ZARLENGO, TRUSTEE By:/S/ JACK FRANK FORD, TRUSTEE
MARLENE M. ROBEN TRUST PLATINUM FINANCIAL FUND,
LLC
By:/S/ MARLENE M. ROBEN, TRUSTEE By:/S/ KRUPKA AND ASSOCIATES, LLC
F. JEFFREY KRUPKA, MGR.
THE MILLER FAMILY TRUST RICHARD AND NORMA VESEY,
TRUSTEES
By:/S/ NANCY M. MILLER, TRUSTEE By:/S/ RICHARD H. VESEY, TRUSTEE
By:/S/ NOERMA F. VESEY, TRUSTEE
THE IRENE M. MATHEWS THE WILLIAM C. MATHEWS
TRUST TRUST
By:/S/ WILLIAM C. MATHEWS, TRUSTEE By:/S/IRENE M. MATHEWS, TRUSTEE
/S/ WELLENA HAMBY /S/ JOHN BROPHY
Wellena Hamby John Brophy
/S/ MARY C. DRAGOO /S/ NANCY M. MILLER
Mary C. Dragoo Nancy M. Miller
/S/ TED M. GILL /S/ ELSIE MAE APARICIO
Ted M. Gill Elsie Mae Aparicio
/S/ H. JEAN LUSCHE /S/ NORIS A. LUSCHE
H. Jean Lusche Noris A. Lusche
/S/ JACK F. FORD /S/ JANICE C. FORD
Jack F. Ford Janice C. Ford
/S/ NORMA JEAN WARD /S/ NORMAN LAKIN
Norma Jean Ward Norman Lakin
/S/ ROBERT M. SINGER /S/ STEVEN CARLSON
Robert M. Singer Steven Carlson
/S/ THOMAS VESEY /S/ SHIRLEY HERBER
Thomas Vesey Shirley Herber
<PAGE>
MONUMENT GALLERIES, INC.
OFFICER'S CERTIFICATE
The undersigned, President of MONUMENT GALLERIES, INC. does hereby
certify that he is a duly elected, qualified and acting officer of Monument
Galleries, Inc. a Colorado corporation, and as such is familiar with the
business affairs of said corporation, and is familiar with and has read
that certain Agreement and Plan of Reorganization between Monument
Galleries, Inc. and Real Estate Opportunities, Inc. dated April 6, 2000.
The undersigned does hereby state that the representations and
warranties made by Monument Galleries, Inc. contained in said Agreement,
to the best of his knowledge, are true and correct at and as of the time of
closing and the date of delivery of the Monument Galleries, Inc shares.
In addition, the undersigned hereby states that to the best of his
knowledge, Monument Galleries, Inc. has performed and complied with all
covenants, agreements and conditions required by the Agreement to be
performed or complied with by Monument Galleries, Inc. prior to or at the
Closing Date or the Delivery Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 6th day of April, 2000.
____________________________________
F. Jeffrey Krupka
<PAGE>
REAL ESTATE OPPORTUNITIES, INC.
OFFICER'S CERTIFICATE
The undersigned, President of REAL ESTATE OPPORTUNITIES, INC. does
hereby certify that he is a duly elected, qualified and acting officer of
Real Estate Opportunities, a Colorado corporation, and as such is familiar
with the business affairs of said corporation, and is familiar with and has
read that certain Agreement and Plan of Reorganization between Monument
Galleries, Inc. and Real Estate Opportunities, Inc. dated April 6, 2000.
The undersigned does hereby state that the representations and
warranties made by Real Estate Opportunities, Inc. contained in said
Agreement, to the best of his knowledge, are true and correct at and as of
the time of closing and the date of delivery of the Monument Galleries Inc.
shares. In addition, the undersigned hereby states that to the best of
his knowledge, Real Estate Opportunities, Inc. has performed and complied
with all covenants, agreements and conditions required by the Agreement to
be performed or complied with by Real Estate Opportunities, Inc. prior to
or at the Closing Date or the Delivery Date.
IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 6th day of April, 2000.
____________________________________
F. Jeffrey Krupka
