CONSOLIDATED CAPITAL OF NORTH AMERICA INC, DEF 14A, 1997-08-29

CONSOLIDATED CAPITAL OF NORTH AMERICA INC
DEF 14A, 1997-08-29
REAL ESTATE

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<PAGE> 1

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934

Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
(x) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Consolidated Capital of North America, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
(x) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth in the amount on which
the filing fee is calculated and state how it was determined)

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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<PAGE> 2

CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17TH STREET, SUITE 400
DENVER, COLORADO 80202

NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
OCTOBER 8, 1997

To the Shareholders of Consolidated Capital of North America, Inc.:

NOTICE IS HEREBY GIVEN that an Annual Meeting (the "Annual
Meeting") of Shareholders of Consolidated Capital of North America, Inc., a
Colorado corporation (the "Company"), will be held at 10:00 a.m. Mountain Time,
on October 8, 1997, at the Company's headquarters, 410 17th Street, Suite 400,
Denver, Colorado 80202, for the following purposes:

(1) To elect two Class I Directors, two Class II
Directors and two Class III Directors;

(2) To ratify the appointment of Grant Thornton LLP as
the firm of independent Certified Public Accountants to audit the
books and accounts of the Company for its fiscal year ending December
31, 1997;

(3) To approve the adoption of the Company's 1997 Stock
Incentive Plan; and

(4) To transact such other business as may properly come
before the Annual Meeting and any adjournments thereof.

In accordance with the provisions of the Company's By-laws,
the Board of Directors has fixed the close of business on August 22, 1997 as
the date for determining the shareholders of record entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournments thereof.

SHAREHOLDERS ARE URGED TO FILL IN, DATE, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE

The enclosed Proxy is solicited by and on behalf of the Board
of Directors of the Company. All shareholders are cordially invited to attend
the Meeting in person. Whether you plan to attend or not, please date, sign
and return the accompanying proxy in the enclosed return envelope, to which no
postage need be affixed if mailed in the United States. The giving of a proxy
will not affect your right to vote in person if you attend the Meeting.

By Order of the Board of Directors,

Donald R. Jackson
Secretary

August 29, 1997
<PAGE> 3
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17TH STREET, SUITE 400
DENVER, COLORADO 80202
888-313-8051

PROXY STATEMENT

August 28, 1997

This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Consolidated
Capital of North America, Inc. (the "Company") for use at the Company's Annual
Meeting of Shareholders to be held at 10:00 a.m. Mountain Time, on October 8,
1997, at the Company's headquarters, 410 17th Street, Suite 400, Denver,
Colorado 80202, and at any adjournment thereof (the "Annual Meeting").

All shares represented at the Annual Meeting by proxies will
be voted provided that such proxies are properly signed and dated. In cases
where a choice is indicated, the shares represented will be voted in accordance
with the specifications so made. In cases where no specifications are made,
the shares represented will be voted FOR the election of the nominees listed
below to the Company's Board of Directors, FOR the ratification of the
selection of Grant Thornton LLP as the Company's independent auditors for its
fiscal year ending December 31, 1997, FOR the approval of Company's 1997 Stock
Incentive Plan and at the discretion of the proxy holders on any other matter
that may properly come before the meeting or any adjournment thereof.

Any shareholder executing and returning a proxy has the power
to revoke such proxy at any time prior to the voting thereof by: (a) written
notice to the Secretary of the Company at the Company's headquarters delivered
prior to the commencement of the Annual Meeting, (b) providing a signed proxy
bearing a later date, or (c) appearing in person and voting at the Annual
Meeting.

VOTING SECURITIES

Voting rights at the meeting are vested in the holders of the
Company's Common Shares, par value $.0001 per share (the "Common Shares"), with
each share entitled to one vote. Only holders of record of Common Shares at
the close of business on August 22, 1997 are entitled to vote at the Annual
Meeting. On August 22, 1997, the Company had outstanding 15,792,121 Common
Shares. The holders of a majority of the outstanding Common Shares shall
constitute a quorum, which is necessary for the transaction of business at the
Annual Meeting. If a quorum is present, directors are elected by a plurality
of the vote, i.e., the candidates receiving the highest number of votes cast in
favor of their election will be elected to the Board of Directors. The
approval of the auditors and the adoption of the 1997 Stock Incentive Plan will
be approved and adopted, respectively, if a quorum exists and if the votes cast
for approval and adoption, respectively, exceed the votes cast against approval
and adoption, respectively. Where brokers have not received any instructions
from their clients on how to vote on a particular proposal, brokers are
permitted to vote on routine proposals but not on nonroutine matters. The
absence of votes on nonroutine matters are "broker nonvotes." Abstentions and
broker nonvotes will be counted as present for purposes of establishing a
quorum, but will have no effect on the election of directors. Abstentions and
broker nonvotes on proposals other than the election of directors will be
counted as present for purposes of the proposal and will have the effect of a
vote against the proposal.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth in the table below is information concerning the ownership,
as of the close of business on August 22, 1997, of the Common Shares by (i)
each person who was known by the Company to be a beneficial owner of more than
5% of the Common Shares; (ii) by all directors; (iii) by each of the Named
Executive Officers (as that term is defined in Item 402(a)(3) of Regulation S-K
promulgated by the Securities and Exchange Commission), and (iv) by all
directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
PERCENT
NAME NUMBER OF SHARES OF VOTING SECURITIES
---- ---------------- --------------------
<S> <C> <C>
Stone Pine Colorado, LLC(1)(2) 8,463,003(2) 53.60%
Stone Pine Capital, LLC(1)(2) 8,463,003(2) 53.60%
Stone Pine Atlantic Equities, LLC(1)(2) 8,463,003(2) 53.60%
Thompson H. Rogers(1)(2)(3)(5)(6)(7) 8,639,669(2)(3) 54.71%
Paul Bagley(1)(2)(3)(5)(6) 8,609,669(2)(3) 54.51%
W. Duke DeGrassi(1)(2) 8,463,003(2) 53.60%
L. Wayne Harber(1)(5)(6) - 0 - --
Donald R. Jackson(1)(5)(6)(7) - 0 - --
Ronald F. Martin(7)(8) - 0 - --
John D. McKey, Jr.(1)(5)(6) - 0 - --
Christian W. Wolf(1)(6) 1,000 *
Atlantis Holding Corp.(4) 1,412,068(4) 8.94%
Investor Capital Enterprises, Inc.(4) 1,412,068(4) 8.94%
Gary Kucher(4) 1,412,068(4) 8.94%
All Directors and Executive Officers as a 8,639,669(2)(3) 54.71%
group (6 persons)(2)
Raymond McElhaney(9) 293,646 1.86%
</TABLE>

2
<PAGE> 5
_________________________________________________
(1) The address for each person or entity is 410 17th Street, Suite 400,
Denver, Colorado 80202.

(2) Stone Pine Colorado directly owns 6,481,867 of the Company's outstanding
Common Shares (the "Stone Pine Shares"). Stone Pine Colorado holds a proxy to
vote 1,211,568 Common Shares (the "AHC Shares") owned by Atlantis Holding Corp.
and 769,568 Common Shares (the "Herstone Shares") owned by Richard Herstone,
until the earlier of a transfer of the AHC Shares and the Herstone Shares,
respectively, and February 4, 2000. The following entities and individuals are
members of Stone Pine Colorado, LLC ("Stone Pine Colorado") and each own an
equal voting interest in Stone Pine Colorado: Stone Pine Capital, LLC ("Stone
Pine Capital"), Stone Pine Atlantic Equities, LLC ("Stone Pine Atlantic"), and
Thompson H. Rogers. Paul Bagley and W. Duke DeGrassi are the designated voting
persons for Stone Pine Capital and Stone Pine Atlantic, respectively. Stone
Pine Colorado, Stone Pine Capital, Stone Pine Atlantic, Thompson H. Rogers,
Paul Bagley and W. Duke DeGrassi are referred to herein as the "Stone Pine
Reporting Persons." Each Stone Pine Reporting Person may be deemed a member of
a group that shares voting power over the AHC Shares and the Herstone Shares
and voting and dispositive power over the Stone Pine Shares and accordingly may
be deemed to beneficially own the AHC Shares, the Herstone Shares and the Stone
Pine Shares.

(3) Includes 70,000 shares beneficially owned by ERB Acquisition Group, LLC.
("ERB") and 76,666 shares beneficially owned by Stone Pine Financial Group, LLC
("SPFG). Messrs. Bagley and Rogers are members of ERB and SPFG and may be
deemed to beneficially own such shares held by ERB and SPFG.

(4) Atlantis Holding Corp. directly owns 1,211,568 Common Shares (the "AHC
Shares"). AHC has the sole dispositive power over the AHC Shares and Stone
Pine Colorado has the sole voting power over the AHC Shares pursuant to a
voting proxy until the earlier of the transfer by AHC of the AHC Shares to a
nonaffiliate and February 4, 2000. Investor Capital Enterprises, Inc. ("ICE")
directly owns or has the right to acquire 200,000 Common Shares (the "ICE
Shares"). Gary Kucher directly owns 500 Common Shares (the "Kucher Shares").

Mr. Kucher as the sole shareholder of AHC has dispositive power of the AHC
Shares and as the sole shareholder, director and executive officer of ICE has
voting and dispositive power of the ICE Shares and therefore may be deemed to
beneficially own the AHC Shares and ICE Shares. Mr. Kucher, AHC and ICE may be
deemed to be persons who comprise a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended and therefore each
may be deemed to beneficially own all of the AHC Shares, the Kucher Shares and
the ICE Shares. The address for AHC, ICE and Mr. Kucher is 7986 E. Arapahoe
Ct., Suite 1800, Englewood, Colorado 80112.

(5) Director

(6) Director Nominee.

(7) Executive Officer.

(8) The address for Mr. Martin is 4817 East Sheila Street, Los Angeles,
California 90040.

(9) Former President and Chief Executive Officer of the Company; the "Named
Executive Officer" of the Company for the fiscal year ended December 31, 1996.
The address for Mr. McElhaney is 5525 Erindale Drive, Suite 201, Colorado
Springs, Colorado 80918.

* Less than 1%.

3
<PAGE> 6
CHANGE IN CONTROL

On January 21, 1997, Consolidated Land and Cattle Company, a
subsidiary of the Company, merged with Angeles Acquisition Corp., a privately
held company (the "January 1997 Merger"). Angeles Acquisition Corp., survived
the Merger and became a wholly owned subsidiary of the Company. In the Merger,
the Company issued 8,638,003 new Common Shares to Stone Pine Colorado, LLC, the
sole shareholder of Angeles Acquisition Corp. Immediately following the January
1997 Merger, the Company sold 5,496,911 Common Shares in a private transaction
to seven purchasers for an aggregate purchase price of $1.0 million (the "Share
Issuance"). Immediately after the January 1997 Merger and the Share Issuance,
Stone Pine Colorado, LLC was the beneficial owner of approximately 55% of the
outstanding Common Shares of the Company. As of August 22, 1997, Stone Pine
Colorado, LLC was the beneficial owner of approximately 53.60% of the
outstanding Common Shares and the direct owner of approximately 41% of the
outstanding Common Shares. Subsequent to the January 1997 Merger, the then
current directors and executive officers of the Company resigned such positions
with the Company and those director-nominees identified below in Proposal 1 were
appointed to serve as directors of the Company. The issuance of the shares in
the January 1997 Merger and the appointment of the current directors to the
Board of Directors resulted in a change in control of the Company.

PROPOSAL 1

ELECTION OF DIRECTORS

The By-laws of the Company provide that the Board shall consist
of not less than three directors nor more than fifteen, with the actual number
of directors at a given time to be set by the Board of Directors from time to
time. The Board currently consists of five members. The Company's By-laws and
Certificate of Incorporation permit the classification of directors into three
classes, as nearly equal in number as possible, with the term of office of
directors of the first class to expire at the first annual meeting of
shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class to
expire at the third annual meeting after their election. In accordance with
such provisions, the Board has determined to classify the Board into three
classes each consisting of two directors. The term of the initial class of
Class I, Class II and Class III directors will expire in 1998, 1999 and 2000,
respectively. At each annual meeting following the Annual Meeting to be held on
October 8, 1997, two directors in the class whose term expires at the time of
such meeting will be elected to hold office until the third succeeding annual
meeting of shareholders of the Company.

The Board of Directors has nominated the following candidates
to stand for election of the as directors of the Company: Class I Directors -
Thompson H. Rogers and Paul Bagley; Class II Directors - L. Wayne Harber and
John D. McKey, Jr.; and Class III Directors - Donald R. Jackson and _Christian
W. Wolf.

Accordingly, at the Annual Meeting, the shareholders will
elect six members to the Board of Directors. In the absence of instructions to
the contrary, the proxy holders will vote the shares represented by proxy in
favor of the nominees listed below for the Class specified below. Proxies may
not be voted for more than six persons. The Company expects each of the
nominees listed below to be able to serve as a director. If any nominee should
become unavailable, however, it is intended that the proxy holders will vote
for a substitute designated by management.

4
<PAGE> 7
THOMPSON H. ROGERS, 43 CLASS I NOMINEE DIRECTOR SINCE JANUARY 21, 1997

Mr. Rogers has been serving as the Chairman of the Board of
the Company since January 21, 1997. Mr. Rogers is a Managing Director of the
Stone Pine Companies (since 1994), including Stone Pine Colorado, LLC, which
are in the business of merchant banking, investment banking and asset
management. Mr. Rogers is the Chairman of Affiliated Holdings, Inc., a private
investment management company (since 1985). Prior thereto, Mr. Rogers was with
FIRSTIER, now known as First Bank, a financial institution in Omaha, Nebraska.
From 1995 to 1996, Mr. Rogers was the Chairman of Laidlaw Holdings Asset
Management, Inc. Mr. Rogers serves on the Board of Directors of America First
Eureka Holdings, Inc. which is a subsidiary corporation of America First
Financial Fund 1987, a Nasdaq listed company, and serves as the holding company
for EurekaBank, located in San Francisco, California. Mr. Rogers also serves
on the Board of Directors of Pinnacle Bank of Omaha, located in Omaha,
Nebraska; Havelock Bank, located in Lincoln, Nebraska; Aspen Holdings Inc., an
insurance holding company; and Worldwave Communications Inc., a
telecommunications company.

PAUL BAGLEY, 54 CLASS I NOMINEE DIRECTOR SINCE JANUARY 21, 1997

Mr. Bagley is the Chairman and Chief Executive Officer of FCM
Fiduciary Capital Management Company (since 1989), an investment-related
company. Mr. Bagley is the Manager of the Stone Pine Companies (since 1994),
including Stone Pine Colorado, LLC, which are in the business of merchant
banking, investment banking and asset management. Mr. Bagley was the Chief
Executive Officer of Laidlaw Holdings from 1995 to 1996. For more than twenty
years prior to October 1988, Mr. Bagley was engaged in investment banking
activities with Shearson Lehman Hutton Inc. and its predecessor, E.F. Hutton &
Company Inc. Mr. Bagley has served on the boards of a number of public and
private companies. Mr. Bagley serves on the Board of Directors of America
First Eureka Holdings, Inc. which is a subsidiary corporation of America First
Financial Fund 1987, a Nasdaq listed company and serves as the holding company
for EurekaBank, located in San Francisco, California. Mr. Bagley also serves
on the Board of Directors of Fiduciary Capital; EurekaBank; Hollis-Eden
Pharmaceuticals; LMC Operating Corp.; and Pacific Consumer Funding.

L. WAYNE HARBER, 43 CLASS II NOMINEE DIRECTOR SINCE JANUARY 21, 1997

Mr. Harber is a Managing Director of the Stone Pine Companies
(since 1994), including Stone Pine Colorado, LLC, which are in the business of
merchant banking, investment banking and asset management. From 1990 to 1993,
Mr. Harber was the Senior Vice President of Marketing for Aegis Holdings
Corporation, an asset management and investment banking concern specializing in
asset securitization and structured finance. From 1980 to 1990, Mr. Harber was
a Vice President and National Sales Manager for Franchise Finance Corporation
of America.

JOHN D. MCKEY, JR., 53 CLASS II NOMINEE DIRECTOR SINCE FEBRUARY 4, 1997

Mr. McKey is a partner at the law firm of McCarthy, Summers,
Bobko & McKey, P.A. since September 1993, and from June 1986 to September 1993,
was a partner at Kohn, Bobko, McKey & Higgins, P.A. Mr. McKey currently serves
as a director of Publishing Company of North America and Lithium Technology
Corporation.

5
<PAGE> 8
DONALD R. JACKSON, 47 CLASS III NOMINEE DIRECTOR SINCE FEBRUARY 4, 1997

Mr. Jackson has been serving as the Chief Financial Officer,
Secretary and Treasurer of the Company since January 21, 1997. Mr. Jackson is
a Managing Director of the Stone Pine Companies (since 1994), including Stone
Pine Colorado, LLC, which are in the business of merchant banking, investment
banking and asset management. Mr. Jackson is a Senior Vice President,
Treasurer and Chief Financial Officer of FCM Fiduciary Capital Management
Company (since 1994). From January 1990 to June 1994, Mr. Jackson was a
Corporate Vice President with PaineWebber Incorporated, where he was involved
in the financial administration of various publicly and privately offered
investment programs. During 1989, Mr. Jackson was self-employed. Immediately
prior to that he was a First Vice President in the Direct Investments Group
with Shearson Lehman Hutton Inc. From 1972 to 1986, Mr. Jackson was associated
with the accounting firm of Arthur Andersen & Co., serving as a partner from
1981 to 1986. Mr. Jackson is a director of LMC Operating Corp.

CHRISTIAN W. WOLF, 41 CLASS III NOMINEE DIRECTOR NOMINEE

Mr. Wolf is the President of Stone Pine Southeast, LLC (since
April 1997) which is in the business of merchant banking and investment banking.
From January 1996 until March 1997 Mr. Wolf was the founding principal of
Phaedrus Ltd., an investment banking concern focused on advisory services for
small capitalization companies. From 1994 to 1995, Mr. Wolf was Managing
Director of Private Placements for First Union Capital Markets. From 1989 to
1994, Mr. Wolf was a Senior Vice President and Director of Corporate Finance for
NationsBanc Capital Markets. From 1983 to 1989, Mr. Wolf was a Vice President of
JP Morgan's Private Placement Group.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE LISTED SLATE OF DIRECTOR-NOMINEES

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

During the 1996 Fiscal Year, there were three formal meetings
of the Board of Directors of the Company. Raymond E. McElhaney, Bill M.
Conrad and Ronald R. McGinnis, the directors of the Company during the 1996
Fiscal Year, each attended all of the Board meetings held during the 1996
Fiscal Year. Additional Board actions were conducted by unanimous written
consent. During the 1996 Fiscal Year there were no committees of the Board of
Directors of the Company.

Subsequent to the January 1997 Merger, the Board of Directors
of the Company formed the following Committees of the Board: (i) the Executive
Committee, presently consisting of Thompson Rogers and Donald Jackson, which is
responsible for exercising the authority of the Board of Directors in the
management of the Corporation between meetings of the Board, with the exception
of certain matters that by law may not be delegated, (ii) the Audit Committee,
presently consisting of Paul Bagley, John McKey and Thompson Rogers, which is
responsible for reviewing and evaluating the Company's financial controls and
financial reporting obligations, (ii) the Compensation Committee, presently
consisting of Wayne Harber, Donald Jackson and Thompson Rogers, which is
responsible for reviewing and evaluating the duties and performance of the
Company's officers and key employees and making recommendations concerning the
compensation of such individuals.

Directors receive no cash compensation for serving on the
Company's Board of Directors other than reimbursement for out-of-pocket
expenses incurred in attending meetings.

6
<PAGE> 9
EXECUTIVE OFFICERS

The executive officers of the Company are:

Thompson H. Rogers Chairman of the Board

Donald R. Jackson Chief Financial Officer,
Secretary and Treasurer

Ronald F. Martin President of Angeles Metal
Trim Co.

Ronald F. Martin was appointed the President of Angeles Metal
Systems, a wholly owned subsidiary of the Company, effective April 10, 1997.
Mr. Martin was the President and Chief Executive Officer of Noman Technology,
Inc. from 1994 until April 1997. Prior thereto he was the President and Chief
Executive Officer of Harris Tube from 1989 until 1993 and President of Harris
Tube from 1986 to 1989. For over 25 years Mr. Martin held a number of
positions with Rheem Manufacturing Co. from entry level to senior management
positions. In June 1993, Harris Tube filed for bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code. Mr. Ronald Martin was serving as an executive
officer of Harris Tube at the time of such filing.

Information pertaining to Messrs. Rogers and Jackson is set
forth above under "Election of Directors."

Each executive officer holds office until his or her successor
is duly elected and qualified or until his or her resignation or until such
officer shall be removed from office in the manner provided in the Company's
By-laws.

MANAGEMENT'S REMUNERATION

SUMMARY COMPENSATION TABLE

The following table summarizes the total compensation of the
Former Chief Executive Officer, the only Named Executive Officer of the
Company, for the fiscal year ended December 31, 1996.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------

Securities
Underlying
Name and Principal Options Options
Position Year Salary #
- ------------------ ---- ------ -----------
<S> <C> <C> <C>
Raymond E. McElhaney, 1996 $12,000(2) 0
Former President and 1995 $12,000 0
CEO(1) 1994 $12,000 170,000
</TABLE>

7
<PAGE> 10
____________________________________________________

(1) Mr. McElhaney resigned his position as the President and Chief
Executive Officer of the Company effective January 21, 1997.

(2) No cash salary payments were made to Mr. McElhaney during 1996. The
accrued amount of $12,000 and future payments due under Mr.
McElhaney's Employment Agreement were partial consideration for the
Asset Purchase in January 1997. See "Certain Relationships and
Related Transactions."

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

Shown below is information at December 31, 1996, with respect
to the options to purchase the Company's Common Shares held by the only Named
Executive Officer.

<TABLE>
<CAPTION>
No. of Securities
Underlying
Shares Value Unexercised Value of Unexercised
Acquired on Realized Options Held at In-the Money Options at
Name Exercise (#) $ December 31, 1996 December 31, 1996
---- ------------ -------- ----------------- -----------------------
<S> <C> <C> <C> <C>
Raymond E. McElhaney 0 $ 0 151,818(1) $ 0
</TABLE>

__________________________________________________________________
(1) The 151,818 options held by Mr. McElhaney were cancelled in partial
consideration for the Asset Purchase in January 1997. See "Certain
Relationships and Related Transactions." All of such options were
exercisable at year end.

Other than the Company's Compensatory Benefit Plan, the
Company's Incentive Stock Option Plan and Non-Qualified Stock Option Plan, and
a medical insurance plan for two of its officers the Company had no other
retirement, pension, profit sharing or insurance program for the benefit of its
officers, directors or other employees during 1996.

EMPLOYMENT CONTRACTS

Raymond E. McElhaney, Bill M. Conrad and Ronald R. McGinnis
each served as officers of the Company pursuant to three-year Employment
Agreements with the Company which had termination dates of November 17, 1997.
Messrs. McElhaney, Conrad and McGinnis resigned from such positions as of
January 21, 1997 immediately after the consummation of the January 1997 Merger.
Each Employment Agreement provided for payment of salary in the amount of
$1,000 per month plus reimbursement of reasonable and necessary expenses
incurred on behalf of the Company. The Agreements were terminable without
liability to the Company immediately for "cause" and upon 90 days advance
written notice in other cases. No payments were made to Messrs. McElhaney,
Conrad or McGinnis under such Agreements during 1996 (the "Accrued Payments").
The Accrued Payments and future payments due under such Agreements were partial
consideration for the Asset Purchase described below (See "Certain
Relationships and Related Transactions") and such Employment Agreements were
terminated in connection with such transaction.

8
<PAGE> 11
Ronald F. Martin serves as the President of Angeles Metal Trim
Co., a wholly owned subsidiary of the Company, pursuant to a one-year
Employment Agreement entered into on April 10, 1997, providing for an annual
salary of $84,000 and additional bonus payments. As part of the consideration
for services rendered under the Employment Agreement, Mr. Martin was granted
500,000 options with an exercise price of $2.00 per share to purchase Common
Shares of the Company, which options vest over a five year period so long as
Mr. Martin remains in the employ of the Company. If the Company's 1997 Stock
Incentive Plan is approved by the shareholders, the 500,000 options granted
under the Employment Agreement will be cancelled and be reissued under such new
Plan. In the event of termination without cause, Mr. Martin would receive his
annual salary for the remainder of the term of the Employment Agreement, retain
the right to exercise all stock options and receive other specified benefits.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Set forth below is a description of certain transactions
during the last two years between the Company and its directors, executive
officers and beneficial owners of five percent or more of the outstanding
Common Shares, as well as certain business relationships between the Company
and its directors.

On January 21, 1997, Consolidated Land and Castle Company, a
subsidiary of the Company merged with Angeles Acquisition Corp., a privately
held company (the "January 1997 Merger"). Angeles Acquisition Corp., survived
the Merger and became a wholly owned subsidiary of the Company. Prior to the
January 1997 Merger, Raymond McElhaney, Bill Conrad, and Ronald McGinnis, the
sole executive officers and directors of the Company (the "Former Directors"),
purchased from the Company the following assets of the Company (the "Asset
Sale"): (i) the furniture and equipment of the Company, (ii) 7,000 shares of
common stock of American Educational Products, Inc. including warrants to
purchase additional shares of the common stock of American Education Products,
Inc., (iii) 37,500 shares of common stock of Gold Capital Corporation, (iv) a
Promissory Note receivable by and between the Company and Glacier Valley
Holding Corporation dated November 13, 1995 in the principal amount of $18,000
and (v) the Company's interest in and to the Elite Note and the Company's
interest in the Northcrest Joint Venture.

The purchase price for the assets sold in the Asset Sale was
$99,625 which consideration consisted of (x) the cancellation of stock options
held by the Former Directors to acquire an aggregate of 455,454 shares of the
common stock of the Company at the exercise price of $.55 per share, (y) the
relinquishment of any interest in and to the salaries which were accrued for
the accounts of the Former Directors and any claim for future salaries pursuant
to the Employment Agreements between the Company and the Former Directors, in
the aggregate amount of $69,000, and the cancellation of such Employment
Agreements and (z) the assumption by the Former Directors of all debts,
liabilities and outstanding accounts of the Company which were outstanding
prior to the Merger.

The following assets purchased by the Former Directors and
included in the Asset Sale were acquired during the last two years for the
following purchase price: (i) 7,000 shares of common stock of American
Educational Products, Inc. and warrants to purchase additional shares of common
stock, $7,000, (ii) a promissory note receivable from Glacier Valley Holding
Corporation, $18,000, and (iii) a 52% interest in the nonrecourse promissory
note payable by Elite Properties of America, $415,750, with a principal balance
equal to $216,190 at the time of sale.

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<PAGE> 12
The Company has agreed to pay Stone Pine Colorado, LLC an
acquisition structuring fee of $250,000 in connection with the January 1997
Merger and the related transactions and has delivered a Promissory Note in
favor of Stone Pine Colorado, LLC for such amount, payable on demand. Stone
Pine Colorado, LLC is the owner of approximately 41% of the outstanding Common
Shares and all of the directors of the Company have a financial interest in
Stone Pine Colorado, LLC.

The Company paid $80,000 in consideration of services provided
by Investor Capital Enterprises, Inc. in connection with the Merger.

The Company entered into a Services Agreement (the "Services
Agreement") with Stone Pine Atlantic, LLC ("Stone Pine Atlantic") effective as
of February 1, 1997 pursuant to which Stone Pine Atlantic, LLC provides
administrative, accounting and investor relations services to the Company and
its subsidiaries as well as investment banking services and will provide
assistance in merger and acquisition transactions, financing transactions and
stock offerings by the Company. In consideration for such services, the
Company is obligated to pay Stone Pine Atlantic $10,000 per month plus
reimbursement for the cost of providing the administrative, accounting and
investor relations services. All of the directors of the Company have a
financial interest in Stone Pine Atlantic, LLC.

In April 1997, ERB Acquisition Group, LLC ("ERB"), a Nebraska
limited liability company, loaned $300,000 (the "ERB Loan") to Angeles Metal
Trim Co. ("Angeles"), a wholly owned subsidiary of the Company, which loan is
evidenced by a promissory note payable to ERB (the "ERB Note"). In
consideration of such loan, Angeles agreed to pay ERB a facility fee of $9,000,
which has been added to the principal balance of the ERB Note, and the Company
has issued 70,000 of its Common Shares to ERB as of August 22, 1997 and will
issue 10,000 Common Shares on the first day of each month until the ERB Note is
repaid in full. The ERB Note bears interest at 12% per annum, payable monthly
in arrears beginning May 1, 1997. The principal of the ERB Note and accrued
and unpaid interest is due and payable in April 1999. While the note agreement
provides that the ERB Note may be prepaid at any time at the option of Angeles,
any prepayment of the ERB Note is currently prohibited by the terms of the loan
agreement between Angeles and Union Bank.

The obligations under the ERB Loan have been guaranteed by the
Company and Stone Pine Colorado, LLC. All of the assets of the Company and all
of the assets of Stone Pine Colorado, LLC, including the Company's Common
Shares owned by Stone Pine Colorado, LLC, have been pledged as security for the
obligations under the ERB Loan. Stone Pine Colorado, LLC, is the owner of
approximately 41% of the outstanding Common Shares and all of the directors of
the Company have a financial interest in Stone Pine Colorado, LLC. Thompson H.
Rogers and Paul Bagley, directors of the Company, have a financial interest in
ERB.

In June 1997, Stone Pine Financial Group, LLC ("SPFG"), a
Colorado limited liability company, loaned $107,000 (the "SPFG Loan") to
Angeles, which loan is evidenced by a promissory note payable to SPFG (the "SPFG
Note"). In consideration of such loan, Angeles agreed to pay SPFG a commitment
fee of $3,120, which has been added to the principal balance of the SPFG Note,
and the Company has issued 16,666 of its Common Shares to SPFG. The SPFG Note
bears interest at 12% per annum, payable monthly in arrears beginning July 1,
1997. The principal of the SPFG Note and accrued and unpaid interest is due and
payable in June 1999. The SPFG Note may be prepaid at any time at the option of
Angeles. Thompson H. Rogers and Paul Bagley, directors of the Company, have a
financial interest in SPFG.

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<PAGE> 13
In August 1997, SPFG loaned $250,000 (the "Second SPFG Loan")
to the Company, which loan is evidenced by a promissory note payable to SPFG
(the "Second SPFG Note"). In consideration of such loan, the Company has agreed
to issue 60,000 of its Common Shares to SPFG. The Second SPFG Note bears
interest at 12% per annum, payable monthly in arrears, beginning September 1,
1997. The principal of the Second SPFG Note and accrued and unpaid interest is
due and payable on the earlier of October 21, 1997 and the closing of the
acquisition of the assets of Capitol Metals Co. Inc. and the related financing
transactions. The Second SPFG Note may be prepaid at any time at the option of
the Company. Thompson H. Rogers and Paul Bagley, directors of the Company, have
a financial interest in SPFG.

The Company believes that the transactions described above
were fair to the Company and were as favorable to the Company as those which it
might have obtained from non-affiliated third parties, given the circumstances
under which such transactions were proposed and effectuated.

SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended ("Exchange Act") requires the Company's executive officers and
directors, and persons who own more than ten percent of a class of the
Company's equity securities registered under the Exchange Act, to file reports
of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
10% stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file. The Company's Common Shares were
not a registered class of equity securities under the Exchange Act until
December 11, 1996. The executive officers, directors and ten percent
stockholders of the Company were required to make Section 16(a) filings within
ten days of such date, however such filings were made on December 30, 1996.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of Grant
Thornton LLP to act as independent accountants for the Company for the fiscal
year ending December 31, 1997 and to perform such accounting services as may be
appropriate. Grant Thornton LLP has audited the financial statements of the
Company for the Company for the fiscal year ended December 31, 1996. It is not
anticipated that a representative of Grant Thornton LLP will be present at the
Annual Meeting for issuance of statements or the answering of shareholders'
questions.

The appointment of auditors has been approved by the Board and
is being submitted to the shareholders for ratification. The decision of the
Board was based on the recommendation of the Audit Committee, which reviews and
approves in advance the audit scope and the estimated fees for the coming year.

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<PAGE> 14
On March 12, 1996, Hein & Associates, LLP was dismissed as the
principal accountant for the Company. The decision was approved by the Board
of Directors of the Company. Hein & Associates, LLP reports on financial
statements of the Company for the fiscal years ended December 31, 1994 and 1995
contained unqualified opinions. There were no disagreements on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure with Hein & Associates, LLP.

On March 12, 1996, the Company engaged the firm of Kish, Leake
& Associates, P.C. as its principal accountants. This decision was approved by
the Board of Directors of the Company. The Company had no discussion with
Kish, Leake & Associates concerning the application of an accounting principle
or practice related to a specific completed or contemplated transaction, or the
type of audit opinion which might be rendered.

Subsequent to the January 1997 Merger, Kish Leake &
Associates, P.C., was dismissed by vote of the Board of Directors, effective
February 4, 1997. The prior accountants report on financial statements for the
fiscal year ended December 31, 1995 did not contain an adverse opinion or a
disclaimer of opinion; nor was it modified as to uncertainty, audit scope or
accounting principles. Prior to the dismissal of Kish Leake & Associates,
P.C., there were no disagreements between the Company and Kish Leake &
Associates, P.C. on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of the former accountant would have caused it to
make reference to the subject matter of the disagreement in connection with its
report. Furthermore there were no unresolved issues with the prior
accountants.

The Board of Directors of the Company appointed Grant Thornton
LLP as the Company's new certifying accountants to audit the Company's
financial statements effective February 4, 1997. Grant Thornton LLP was not
consulted concerning the application of accounting principles to any specific
transaction, either completed or proposed or the type of audit opinion that
might be rendered on the Company's financial statements, nor was a written
report provided to the Company nor oral advice given by the new accountant
regarding important factors considered by the Company in reaching its decision
as to any accounting, auditing or financial reporting issue.

Unless otherwise indicated, proxies in the accompanying form
will be voted FOR the ratification of the appointment of Grant Thornton LLP as
auditors for the Company for its fiscal year ending December 31, 1997.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF GRANT THORNTON LLP

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PROPOSAL 3

APPROVAL OF THE 1997 STOCK INCENTIVE PLAN

The Board of Directors has adopted the Consolidated Capital of
North America, Inc. 1997 Stock Incentive Plan (the "1997 Plan"), subject to
shareholder approval, and is recommending that shareholders approve the 1997
Plan at the Annual Meeting. The 1997 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 1997 Plan, thereby providing
participants with a proprietary interest in the growth and performance of the
Company. The 1997 Plan is intended to replace the Company's existing
Compensatory Benefit Plan, Incentive Stock Option Plan and Non-Qualified Stock
Option and Stock Grant Plan, each of which will be terminated upon the approval
of the 1997 Plan by the shareholders.

SHARES AVAILABLE FOR ISSUANCE

A total of 3,000,000 Common Shares are available for issuance
pursuant to awards granted under the 1997 Plan. Common Shares 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. Shares
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 covered by an
award are not and will not be issued to a participant, will be restored to the
total number of Common Shares available for issuance pursuant to awards.
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, will also be
available for future issuance under awards.

ADMINISTRATION

The 1997 Plan will be administered by a committee of the Board
consisting solely of two or more Non-Employee directors (the "Committee") and if
there shall not be at least two Non-Employee Directors, the Plan shall be
administered by the entire Board and all references herein to the Committee
shall be deemed to refer to the entire Board. In administering the 1997 Plan,
the Committee has the full power to select participants, to interpret the
provisions of the plan, to grant waivers of award restrictions, to continue or
accelerate the exercisability, vesting or payment of an award and to adopt such
rules, regulations and guidelines for carrying out the 1997 Plan as it may deem
necessary or proper.

AWARDS

The 1997 Plan permits the grant of nonstatutory and incentive
stock options, stock appreciation rights ("SARs") and stock awards, granted
singly or in combination. Stock options will be granted at an exercise price
of not less than 100% (110% in the case of a person who owns more than 10% of
the Common Shares) of the fair market value of the Common Shares (as defined in
the 1997 Plan) on the date of grant. Options may be granted for a term of up
to 10 years (five years in the case of incentive stock options granted to a
person who owns more than 10% of the Common Shares). The 1997 Plan also
permits the grant of other awards in stock or denominated in units of stock,
which may be subject to restrictions or transfer and/or forfeiture provisions.

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<PAGE> 16
PARTICIPANTS

Awards under the 1997 Plan may be made to employees of, and
other individuals providing services to, the Company. Nonstatutory options,
SARs and stock awards may be granted under the 1997 Plan to any person who is
or who agrees to become an officer, director, employee or consultant of the
Company or any of its subsidiaries. Incentive options may be granted only to
persons who are employees of the Company or any of its subsidiaries.

Generally, a participant may exercise or receive payment of an
award only while employed by or associated with the Company or a subsidiary of
the Company. 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 will be canceled immediately, unless the applicable 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, will have the rights and duties of the participant under the
applicable award agreement. In general, awards granted under the 1997 Plan are
not assignable or transferable by a Participant, except under the limited
circumstances contemplated by the 1997 Plan.

On April 10, 1997, the Board of Directors granted to Ronald F.
Martin, the President of Angeles Metal Trim Co., a subsidiary of the Company,
options to purchase a total of 500,000 of the Company's Common Shares at an
exercise price of $2.00 per share, pursuant to his Employment Agreement, which
options vest over a five year period so long as Mr. Martin remains in the employ
of the Company. In June 1997, the Board of Directors granted to a consultant to
the Company (who is expected to become an employee of the Company) options to
purchase a total of 200,000 of the Company's Common Shares at an exercise price
of $2.00 per share, which options vest over a five year period provided certain
conditions are met. As of August 1, 1997, the market value of the Common Shares
subject to the 700,000 outstanding options was $1,706,250 (based upon the
$2.4375 closing bid price as reported on the OTC Bulletin Board on such date).
If the 1997 Plan is approved by the shareholders, all of the Company's existing
plans will be terminated and the 700,000 outstanding options will be reissued
under the 1997 Plan.

Additional participants in the 1997 Plan will be selected by
the Committee and management in their discretion. Accordingly, it is not
possible to indicate the number or names of participants who may be eligible for
awards under the 1997 Plan and no allocation or other determination has been
made as to the types or amounts of awards that may be made except as otherwise
set forth herein. As of August 1, 1997, the Company and its subsidiaries had
approximately 86 employees. During 1996, no options were granted by the
Company.

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<PAGE> 17
CHANGE IN CONTROL

The 1997 Plan provides that, in the event of a Change in
Control (as defined in the 1997 Plan), each stock option will, 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 (as defined
in the 1997 Plan) 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 will become
nonforfeitable and be immediately transferable or payable, as the case may be.
Notwithstanding the foregoing, no cancellation, acceleration of exercisability,
vesting, cash settlement or other payment will 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 will 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 meets the
requirements set forth in the 1997 Plan.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION

The 1997 Plan provides that in the event of any change in the
outstanding Common Shares 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 Common Shares (i) available for issuance under the 1997 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 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. In the event of any such transaction or event, the Committee may
also provide in substitution for any or all outstanding awards under the 1997
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 Common Shares authorized by the 1997 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
paragraph. 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, will be made to give proper effect to such event.

TERM, AMENDMENT AND TERMINATION OF THE 1997 PLAN

The 1997 Plan will terminate on August 22, 2007. Awards
outstanding as of the date of such termination will not be affected or impaired
by the termination of the 1997 Plan.

The Board may amend, alter, or discontinue the 1997 Plan to
the extent it deems appropriate in the best interest of the Company, but no
amendment, alteration or discontinuation may be made which would (i) impair the
rights of an optionee under a stock option or a recipient of a SAR or
restricted shares 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 1997 Plan to qualify, or to continue to quality, for the
exemption to cause any award or transaction under the 1997 Plan to qualify, or
to continue to qualify,

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<PAGE> 18
for the exemption provided by Rule 16b-3 of the Exchange Act, or (ii)
disqualify any award or transaction under the 1997 Plan from the exemption
provided by Rule 16b-3. In addition, no such amendment may be made without the
approval of the Company's shareholders 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 1997 Plan to qualify, or to continue to qualify,
for the exemption provided by Rule 16b-3 of the Exchange Act.

Subject to the above provisions, the Board will have authority
to amend the 1997 Plan to take into account changes 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 shareholder approval.

FEDERAL INCOME TAX CONSEQUENCES

Under currently applicable federal income tax law, a
participant will not be deemed to recognize any income for federal income tax
purposes at the time an option or SAR is granted or a restricted stock award is
made, nor will the Company be entitled to a tax deduction at that time.
However, when any part of an option or SAR is exercised, when restrictions or
restricted stock lapse, or when an unrestricted stock award is made, the
federal income tax consequences may be summarized as follows.

In the case of an exercise of a stock option other than an
ISO, the optionee will generally recognize ordinary income in an amount equal
to the excess of the fair market value of the shares on the exercise date over
the option price. The disposition of shares acquired upon exercise of a stock
option other than an ISO will ordinarily result in capital gain or loss in an
amount equal to the difference between the amount realized on such disposition
and the sum of the purchase price and the amount of ordinary income recognized
in connection with the exercise of the stock option. Capital gains are subject
to tax at various rates depending upon the length of time the stock is held
following exercise.

In the case of an exercise of a SAR, the participant will
generally recognize ordinary income on the exercise date in an amount equal to
any cash and the fair market value of any unrestricted shares received.

In the case of an exercise of an option or SAR payable in
restricted stock, or in the case of an award of restricted stock, the immediate
federal income tax effect for the recipient will depend on the nature of the
restrictions. Generally, the fair market value of the stock will not be
taxable to the recipient as ordinary income until the year in which his or her
interest in the stock is freely transferable or is no longer subject to a
substantial risk of forfeiture. However, the recipient may elect to recognize
income when the stock is received, rather than when his or her interest in the
stock is freely transferable or is no longer subject to a substantial risk of
forfeiture. If the recipient makes this election, the amount taxed to the
recipient as ordinary income is determined as of the date of receipt of the
restricted stock.

In the case of ISO's, there is generally no tax liability at
the time of exercise. However, the excess of the fair market value of the stock
on the exercise date over the option price is included in the optionee's income
for purposes of the alternative minimum tax. If no disposition of the ISO stock
is

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<PAGE> 19
made before the later of one year from the date of exercise and two years from
the date of grant, the optionee will realize a capital gain or loss upon a sale
of the stock, equal to the difference between the option price and the sale
price. If the stock is not held for the required period, ordinary income tax
treatment will generally apply to the excess of the fair market value of the
stock on the date of exercise over the option price (or, if less, the amount
of gain realized on the disposition of the stock), and the balance of any gain
or any loss will ordinarily be treated as capital gain or loss. The amount of
the capital gain tax will be dependant upon the length of time the stock was
held.

Upon the exercise of a stock option other than an ISO, the
exercise of a SAR, the award of stock, or the recognition of income on
restricted stock, the Company will generally be allowed an income tax deduction
equal to the ordinary income recognized by a participant. The Company will not
receive an income tax deduction as a result of the exercise of an ISO. When a
cash payment is made pursuant to the Award, the recipient will recognize the
amount of the cash payment as ordinary income, and the Company will generally
be entitled to a deduction in the same amount.

Participants in the 1997 Plan should consult their own tax
advisors to determine the specific tax consequences of the 1997 Plan for them.

The foregoing summary of the terms and features of the 1997
Plan is qualified by reference to the 1997 Plan itself which is printed in its
entirety as Appendix A.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL OF THE 1997 STOCK INCENTIVE PLAN

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors
is not aware of any other matter which is to be presented for action at the
Annual Meeting. If any matter other than those described above (i.e., election
of directors, ratification of auditors and approval of the 1997 Plan) does
properly come before the Annual Meeting, the individuals named in the enclosed
proxy will, unless indicated otherwise, vote the Common Shares represented
thereby in accordance with their best judgment.

ANNUAL REPORT TO SHAREHOLDERS

This proxy statement is accompanied by a copy of the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1996. The
Company will provide without charge to each person to whom a copy of this Proxy
Statement has been delivered, on the written request of such person, by first
class mail or equally prompt means, a copy of the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996, as filed with the
Securities and Exchange Commission. Requests for such copies should be
directed to Shareholder Relations, at the Company's executive offices, 410 17th
Street, Suite 400, Denver, Colorado 80202.

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<PAGE> 20
FUTURE SHAREHOLDER PROPOSALS

From time to time, shareholders present proposals which may be
a proper subject for inclusion in the Company's Proxy Statement and for
consideration at its Annual Meetings of Shareholders. To be considered,
proposals must be submitted on a timely basis. Proposals for the next Annual
Meeting of Shareholders of the Company must be received by the Company no later
than May 1, 1998 for inclusion, if proper, in next year's proxy solicitation
materials.

GENERAL

The Company will pay all of the costs of preparing, assembling
and mailing the form of proxy, Proxy Statement and other materials which may be
sent to the shareholders in connection with this solicitation, as well as any
costs of soliciting proxies in the accompanying form. Solicitation will be
made through the mail, in person, and by telecommunications, by regularly
employed officers and other employees of the Company, who will receive no
additional compensation for such . The Company expects to request brokers and
nominees who hold stock in their names to furnish this proxy material to their
customers and to solicit proxies from them. The Company will reimburse such
brokers and nominees for their out-of-pocket and reasonable clerical expenses
in connection therewith.

OTHER BUSINESS

The Company's Board of Directors does not know of any matters
to be presented at the Meeting other than the matters set forth herein. If any
other business should come before the Meeting, the persons named in the
enclosed form of Proxy will vote such Proxy according to their judgment on such
matters.

WHILE YOU HAVE THE MATTER IN MIND, PLEASE COMPLETE, SIGN
AND RETURN THE ENCLOSED PROXY CARD

BY ORDER OF THE BOARD OF DIRECTORS

Donald R. Jackson
Secretary

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APPENDIX A

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

(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

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<PAGE> 22
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.

(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

20
<PAGE> 23
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 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.

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

21
<PAGE> 24
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 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.

22
<PAGE> 25
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 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);

23
<PAGE> 26
(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 changes 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 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.

24
<PAGE> 27
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 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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<PAGE> 28

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CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD OCTOBER 8, 1997

The undersigned hereby constitutes and appoints Thompson H. Rogers, Paul
Bagley and Donald R. Jackson and each of them, the true and lawful
attorneys and proxies of the undersigned with full power of
substitution and appointment, for and in the name, place, and stead of
the undersigned, to act for and to vote all of the undersigned's
Common Shares of $.0001 par value per share of Consolidated Capital of
North America, Inc. (the 'Company') at the Annual Meeting of
Shareholders (the 'Meeting') to be held at 410 17th Street, Suite 400,
Denver Colorado 80202, on October 8, 1997, at 10:00 a.m. Mountain
Time, and at all adjournments thereof for the following purposes:

1. Election of Directors;

[ ] FOR THE DIRECTOR NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE
CONTRARY BELOW)

[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW

Instructions: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list
below.

<TABLE>
<S> <C> <C>
CLASS I DIRECTORS: CLASS II DIRECTORS: CLASS III DIRECTORS:
(Term Expires 1998) (Term Expires 1999) (Term Expires 2000)

Thompson H. Rogers L. Wayne Harber Donald R. Jackson
Paul Bagley John D. McKey, Jr. Christian W. Wolf
</TABLE>

2. Ratification of the appointment of Grant Thornton LLP as the Company's
auditor;

[ ] FOR [ ] AGAINST [ ] ABSTAIN
FROM
VOTING

3. Approval of the 1997 Stock Incentive Plan; and

[ ] FOR [ ] AGAINST [ ] ABSTAIN
FROM
VOTING

4. In their discretion, the Proxies are authorized to vote upon such other
business as lawfully may come before the Meeting.

(continued, and to be signed, on other side)

- --------------------------------------------------------------------------------
<PAGE> 29

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

(continued from other side)

The undersigned hereby revokes any proxies as to said shares
heretobefore given by the undersigned and ratifies and confirms that
said attorneys and proxies lawfully may do by virtue hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AT THE MEETING (1) FOR ELECTION OF THE NOMINEES FOR DIRECTOR
AS SELECTED BY THE BOARD OF DIRECTORS; (2) FOR RATIFICATION OF GRANT
THORNTON LLP AS THE COMPANY'S AUDITOR; AND (3) FOR APPROVAL OF THE
1997 STOCK INCENTIVE PLAN.

It is understood that this proxy confers discretionary authority in
respect to matters not known or determined at the time of the mailing
of the Notice of Annual Meeting of Shareholders to the undersigned.
The proxies and attorneys intend to vote the shares represented by
this proxy on such matters, if any, as determined by the Board of
Directors.

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement and Annual Report to
Shareholders furnished therewith.

Dated: , 1997
--------------------

--------------------------------
SIGNATURE

--------------------------------
SIGNATURE IF HELD JOINTLY

SIGNATURE(S) SHOULD AGREE WITH THE
NAME(S) STENCILED HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEE, GUARDIANS
AND ATTORNEYS SHOULD SO INDICATE
WHEN SIGNING. ATTORNEYS SHOULD
SUBMIT POWERS OF ATTORNEY.

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