CONSOLIDATED CAPITAL OF NORTH AMERICA INC, DEF 14A, 1998-10-16

CONSOLIDATED CAPITAL OF NORTH AMERICA INC
DEF 14A, 1998-10-16
REAL ESTATE

Previous: METRO GLOBAL MEDIA INC, 8-K/A, 1998-10-16

Next: PRUDENTIAL SECURITIES SECURED FINANCING CORP, 8-K, 1998-10-16

<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:

<TABLE>
<S> <C>
[ ] 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
</TABLE>

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:

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

(2) Aggregate number of securities to which transaction applies:

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] 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:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

-----------------------------------------------------------------------
<PAGE> 2

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 1, 1998

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. local time, on December
1, 1998, at the Company's Capitol Metals Co. subsidiary, 20000 South Western
Avenue, Torrance, California 90501, for the following purposes:

(1) To elect the two directors constituting Class I directors to serve
a three year term;

(2) To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998;

(3) To approve certain amendments to the Company's 1997 Stock Incentive
Plan;

(4) To approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized Common Shares; and

(5) 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 October 1, 1998 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. A list of stockholders
entitled to vote at the Annual Meeting will be available for inspection at the
offices of the Company and at the Annual Meeting.

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
Annual 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 Annual Meeting.

By Order of the Board of Directors,

/s/ Donald R. Jackson

Donald R. Jackson, Secretary

October 16, 1998

<PAGE> 3

CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
410 17TH STREET, SUITE 400
DENVER, COLORADO 80202
888-313-8051

PROXY STATEMENT

October 16, 1998

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. local time, on December 1, 1998, at the
Company's Capitol Metals Co. subsidiary, 20000 South Western Avenue, Torrance,
California 90501, 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 Arthur
Andersen LLP as the Company's independent auditors for its fiscal year ending
December 31, 1998, FOR the approval of the amendments to the Company's 1997
Stock Incentive Plan, FOR the approval of the amendment to the Company's
Articles of Incorporation to increase the number of authorized Common Shares,
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 October 1, 1998 are entitled to vote at the Annual Meeting. On
October 1, 1998, the Company had outstanding 24,622,387 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, the amendments to the 1997 Stock Incentive Plan and the amendment to
the Articles of Incorporation will be approved if a quorum exists and if the
votes cast for approval exceed the votes cast against approval. 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

<PAGE> 4

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.

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 October 1, 1998, 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 of Voting
Number of Shares Securities
---------------- -----------------
Name
- ----
<S> <C> <C>
Stone Pine Colorado, LLC(1) 8,665,503(2) 34.75%
Stone Pine Capital, LLC(1) 8,698,836(3) 34.88%
Stone Pine Atlantic Equities, LLC(1) 8,665,503(4) 34.75%
Paul Bagley(1)(9)(10) 13,547,455(11) 48.70%
Richard D. Bailey(9)(10)(12) 250,000(13) 1.01%
Thompson H. Rogers(1)(9) 9,709,502(14) 37.73%
Duke DeGrassi(1) 8,665,503(15) 35.15%
Carl Casareto(9)(10)(16) 50,000(17) *
L. Wayne Harber(1)(9) 50,000(18) *
Donald R. Jackson(1)(9)(10) 55,000(19) *
John D. McKey, Jr.(9)(20) 50,000(21) *
Christian W. Wolf(22) 451,000(23) 1.82%
Berkshire Capital Partners, Ltd.(24) 3,000,000(25) 12.18%
ProFutures Special Equities Fund, LP(26) 6,521,740(27) 20.94%
Excaliber Limited Partnership(28) 4,369,370(29) 15.07%
Talisman Capital Opportunity Fund, LP(30) 4,021,740(31) 14.04%
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
Percent of Voting
Number of Shares Securities
---------------- -----------------
Name
- ----
<S> <C> <C>
Atlantis Holding Corp.(32) 1,412,068(33) 5.73%
Investor Capital Enterprises, Inc.(32) 1,412,068(33) 5.73%
Gary Kucher(32) 1,412,068(33) 5.73%
Capital Fund Leasing, LLC(34) 5,031,057(35) 17.64%
Augustine Fund LP(36) 2,000,000(37) 7.51%
All Directors and Executive Officers 14,082,455(38) 49.73%
as a group (7 persons)
</TABLE>
- --------------------------------

(1) The address for each person is 410 17th Street, Suite 400, Denver,
Colorado 80202.

(2) Stone Pine Colorado, LLC ("SP Colorado") directly owns 6,481,867 of the
Company's outstanding Common Shares and 317,500 shares of the Company's
Series B Preferred Shares, which are convertible into 317,500 Common
Shares. SP Colorado holds proxies to vote 1,211,568 Common Shares (the
"AHC Shares") which are owned by Atlantis Holding Corp. and 654,568
Common Shares (the "Herstone Shares") that are owned by Richard Herstone,
until the earlier of a transfer of the AHC Shares and the Herstone Shares
and February 4, 2000. (The 6,481,867 outstanding Common Shares directly
owned by SP Colorado, the 317,500 Common Shares that would be received by
SP Colorado if the Series B Preferred Shares were converted, the AHC
Shares and the Herstone Shares are collectively referred to as the "SP
Colorado Shares"). The following persons are members of SP Colorado and
each own an equal voting interest in SP Colorado: SP Capital, Stone Pine
Atlantic Equities, LLC ("SP Equities") and Thompson H. Rogers. Paul
Bagley and W. Duke DeGrassi are the designated voting persons for SP
Capital and SP Equities, respectively. SP Colorado, SP Capital, SP
Equities, 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 SP Colorado Shares and accordingly may be
deemed to beneficially own the SP Colorado Shares, including the AHC
Shares and the Herstone Shares.

(3) This amount includes (i) 33,333 of the Company's outstanding Common
Shares directly owned by SP Capital (the "SP Capital Shares") and (ii)
the SP Colorado Shares (see (2)).

(4) This amount includes the SP Colorado Shares (see (2)).

(5) SP Atlantic directly owns 214,286 of the outstanding Common Shares,
131,500 of the Company's Series B Preferred Shares and a $250,000
Convertible Note issued by the Company. The Series B Preferred Shares and
the Note are collectively convertible into 381,500 Common Shares. (The
214,286 outstanding Common Shares and the 381,500 Common Shares that
would be received if the Series B Preferred Shares and the Note were
converted are collectively referred to as the "SP Atlantic Shares"). Mr.
Bagley is the manager of SP Atlantic. As a result, Mr. Bagley may be
deemed to beneficially own the SP Atlantic Shares.

(6) Stone Pine Financial Group LLC ("SP Financial") directly owns 76,666 of
the Company's outstanding Common Shares and 360,000 of the Company's
Series A Preferred Shares, which are convertible into 360,000 Common
Shares. (The 76,666 outstanding Common Shares and the 360,000 Common
Shares that would be received if the Series B Preferred Shares were
converted are collectively referred to as the "SP Financial Shares").
Messrs. Bagley and Rogers are members of SP Financial and may be deemed
to beneficially own the SP Financial Shares.

<PAGE> 6

(7) ERB directly owns 110,000 of the Company's outstanding Common Shares and
384,000 of the Company's Series A Preferred Shares, which are convertible
into 384,000 of Common Shares. (The 110,000 outstanding Common Shares and
the 384,000 Common Shares that would be received if the Series A
Preferred Shares were converted are collectively referred to as the "ERB
Shares"). Messrs. Bagley and Rogers are members of ERB and may be deemed
to beneficially own the ERB Shares.

(8) Stone Pine Investment Banking, LLC ("SP Investment Banking") directly
owns 33,333 of the Company's outstanding Common Shares ("SP Investment
Banking Shares"). Mr. Bagley is the manager of SP Investment Banking and
may be deemed to beneficially own the SP Investment Banking Shares.

(9) Director.

(10) Executive Officer.

(11) Mr. Bagley directly owns 1,533,334 of the Company's outstanding Common
Shares and a $1,750,000 Convertible Note issued by the Company, which is
convertible into 1,750,000 Common Shares. In addition, 5,000 of the
Company's outstanding Common Shares are held by Mr. Bagley's spouse and
500 of the Company's outstanding Common Shares are held in Mr. Bagley's
individual retirement account. (The above discussed 1,538,834 outstanding
Common Shares and the 1,750,000 Common Shares that would be received if
the Note was converted are collectively referred to as the "Bagley
Shares").

This amount includes (i) the Bagley Shares, (ii) the SP Colorado Shares
(see (2)), (iii) the SP Capital Shares (see (3)), (iv) the SP Atlantic
Shares (see (5)), (v) the SP Financial Shares (see (6)), (vi) the ERB
Shares (see (7)), and (vii) the SP Investment Banking Shares (see (8)).

(12) The address for Mr. Bailey is 20000 South Western Avenue, Torrance,
California 90501.

(13) This amount represents 250,000 Common Shares that are represented by
stock options that are currently exercisable at a price of $.34 per share
(the "Bailey Shares").

(14) This amount includes (i) 30,000 of the Company's outstanding Common
Shares directly owned by Mr. Rogers (the "Rogers Shares"), (ii) the SP
Colorado Shares (see (2)), (iii) the SP Capital Shares (see (3)), (iv)
the SP Financial Shares (see (6)), and (v) the ERB Shares (see (7)).

(15) This amount includes the SP Colorado Shares (see (2)) and the SP Atlantic
Shares (see (5)).

(16) The address for Mr. Casareto is 20000 South Western Avenue, Torrance,
California 90501.

(17) This amount represents 50,000 Common Shares that are represented by stock
options that are currently exercisable at a price of $1.22 per share (the
"Casareto Shares").

(18) This amount represents 50,000 Common Shares that are represented by stock
options that are currently exercisable at a price of $.34 per share (the
"Harber Shares").

(19) This amount includes 50,000 Common Shares that are represented by stock
options that are currently exercisable at a price of $.34 per share and
5,000 Common Shares held in Mr. Jackson's individual retirement account
(the "Jackson Shares").

(20) The address for Mr. McKey is 2081 East Ocean Boulevard, 2nd Floor,
Stuart, Florida 34996.

<PAGE> 7

(21) This amount includes 50,000 Common Shares that are represented by stock
options that are currently exercisable at a price of $.34 per share (the
"McKey Shares").

(22) Former President and Chief Executive of the Company. The address for Mr.
Wolf is 1108 Somersby Lane, Matthews, North Carolina 28105.

(23) This amount includes 200,000 Common Shares that are represented by stock
options that are currently exercisable at a price of $1.22 per share
until January 11, 2001 and at $2.00 thereafter, 1,000 of the Company's
outstanding Common Shares that are held in Mr. Wolf's individual
retirement account and 250,000 of the Company's outstanding Common
Shares owned by Mr. Wolf (collectively referred to as the "Wolf
Shares").

(24) The address for Berkshire Capital Partners, Ltd. ("Berkshire Capital") is
1221 Post Road East, Westport, Connecticut 06880.

(25) As reported in a Schedule 13D filed by Berkshire Capital on March 9,
1997, Berkshire Capital directly owns 3,000,000 of the Company's
outstanding Common Shares.

(26) The address for ProFutures Special Equities Fund, LP ("ProFutures") is
1310 Highway 620 South, Suite 200, Austin, Texas 78734.

(27) As reported in a Schedule 13G filed by ProFutures on July 7, 1998,
ProFutures owns $1,500,000 principal of 10% Convertible Notes convertible
into 1,680,672 at an assumed conversion price of $0.8925. At an assumed
conversion price of $.23 the Notes are convertible into 6,521,740 Common
Shares.

(28) The address for Excaliber Limited Partnership is c/o Jay A. Smith, CIBC
Wood Gundy Securities, Inc., 200 King Street West, P.O. Box 23, Suite
1807, Toronto, Ontario M5H 3T4.

(29) This amount includes 3,043,479 shares issuable upon conversion of
$700,000 principal of 10% Convertible Notes at an assumed conversion
price of $.23 and 65,000 shares issuable upon conversion of warrants to
purchase shares at $2.38 per share. The shareholder also has a beneficial
interest in 29 Series C Preferred Shares convertible into 1,260,891
Common Shares at an assumed conversion price of $.23 held of record by
GUNDYCO.

(30) The address for Talisman Capital Opportunity Fund LP is 16101 LaGrande
Drive, Suite 100, Little Rock, AK.

(31) This amount includes 4,021,740 shares issuable upon conversion of
$925,000 principal of 10% Convertible Notes at an assumed conversion
price of $.23.

(32) The address for Atlantis Holding Corp. ("AHC"), Investor Capital
Enterprises, Inc. ("ICE") and Mr. Kucher is 7986 E. Arapahoe Court, Suite
1800, Englewood, Colorado 80112.

(33) AHC directly owns 1,211,568 of the Company's outstanding Common Shares.
AHC has the sole dispositive power over the AHC Shares and SP Colorado
has the sole voting power over the AHC Shares pursuant to a voting proxy
until the earlier of the transfer of the AHC Shares by AHC to a
nonaffiliate and February 4, 2000. ICE directly owns 200,000 of the
Company's outstanding Common Shares. Mr. Kucher directly owns 500 of the
Company's outstanding Common Shares (the "Kucher Shares").

Mr. Kucher as the sole shareholder of AHC has dispositive power over the
AHC Shares and as the sole shareholder, director and executive officer of
ICE has voting and dispositive power over the ICE Shares and accordingly
may be deemed to beneficially own the AHC Shares and the ICE Shares. Mr.

5
<PAGE> 8

Kucher, AHC and ICE may be deemed to be persons who comprise a group with
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 Kucher Shares, the AHC Shares and the ICE Shares.

(34) The address for Capital Fund Leasing, LLC is 9140 Ravenna Road, Unit 2,
Twinsburg, Ohio 44087.

(35) This amount includes 2,857,143 Common Shares issuable upon conversion of
$1,000,000 principal of 15% Convertible Notes at a conversion price of
$.35 and 2,173,914 Common Shares issuable upon conversion of $500,000
principal of 10% Convertible Notes at an assumed conversion price of
$.23.

(36) The address for Augustine Fund LP is c/o Augustine Capitol Management,
Inc., 141 West Jackson Boulevard, Suite 2182, Chicago, Illinois 60604.

(37) This amount includes 2,000,000 Common Shares issuable upon conversion of
$460,000 principal of 10% Convertible Notes at an assumed conversion
price of $.23.

(38) This amount includes (i) the SP Colorado Shares (see (2)), (ii) the SP
Capital Shares (see (3)), (iii) the SP Atlantic Shares (see (5)), (iv)
the SP Financial Shares (see (6)), (v) the ERB Shares (see (7)), (vi) the
SP Investment Banking Shares (see (8)), (vii) the Bagley Shares (see
(11)), (viii) the Bailey Shares (see (13)), (ix) the Rogers Shares (see
(14)), (ix) the Casareto Shares (see (17)), (xi) the Harber Shares (see
(18)), (xii) the Jackson Shares (see (19)), and (x) the McKey Shares (see
(21)).

* Less than 1%.

<PAGE> 9

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of seven members. In accordance with the
Company's By-laws and Articles of Incorporation directors are divided into three
classes, each of which is composed of approximately one-third of the directors.
At the Annual Meeting two directors will be elected for a term of three years,
expiring on the date of the annual meeting in 2001. Each director elected will
continue in office until a successor has been elected or until resignation or
removal in the manner provided by the By-laws of the Company. The nominees for
the Board of Directors are both currently Board members. The nominees for
re-election and the directors whose terms will continue after the Annual Meeting
are listed below.

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.
Proxies may not be voted for more than two 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.

<TABLE>
<S> <C> <C>
THOMPSON H. ROGERS, 45 CLASS I NOMINEE DIRECTOR SINCE JANUARY 21, 1997
(TERM EXPIRES 2001)
</TABLE>

Thompson H. Rogers served as Chairman of the Board from January 21, 1997
until November 17, 1997. Mr. Rogers is a Managing Member of The Stone Pine
Companies (since 1994), a privately held group of financial service companies,
the Chairman of Affiliated Holdings, Inc. (since 1985), a private investment
management company and the Chief Investment Officer of Palmer Capital Fund, a
private investment fund. Prior thereto, Mr. Rogers was a Vice President with
U.S. Bank. From 1995 to 1996, Mr. Rogers was the Chairman of New York based,
Laidlaw Holdings Asset Management, Inc. Mr. Rogers serves on the Board of
Directors of Pinnacle Bank, located in Omaha, Nebraska; Havelock Bank, located
in Lincoln Nebraska; Aspen Holdings Inc., an insurance holding company; First
Comp Insurance Company, an insurance holding company; Hamilton Lane Advisors,
Inc., an investment advisory and money management firm; and VarsityBooks.com, an
internet textbook company. Mr. Rogers also serves on several not-for-profit
boards and is a member of the Young Presidents Organization.

<TABLE>
<S> <C> <C>
PAUL BAGLEY, 55 CLASS I NOMINEE DIRECTOR SINCE JANUARY 21, 1997
(TERM EXPIRES 2001)
</TABLE>

Paul Bagley has served as Chairman of the Board of Directors since
November 17, 1997 and as Chief Executive Officer since March 10, 1998. Mr.
Bagley is a Managing Member of The Stone Pine Companies (since 1994), a group of
companies involved in investment banking, asset management and merchant banking
activities, and is Chairman and Chief Executive Officer of FCM Fiduciary Capital
Management Company (since 1989), an investment-related company. Mr. Bagley

<PAGE> 10

was Chief Executive Officer of Laidlaw Holdings, Inc., an investment services
company, from January 1995 until November 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 served in various capacities with Shearson and E.F. Hutton, including
Executive Vice President and Director, Managing Director, Head of Direct
Investment Origination and Manager of Corporate Finance. Mr. Bagley serves as
Chairman of the Board of Directors of Silver Screen Management, Inc. and
International Film Investors, Inc., which manage film portfolios. Mr. Bagley is
also a director of Hollis-Eden Pharmaceuticals, Inc. a publicly held company,
LMC Operating Corp., a privately held manufacturer of low ground pressure
vehicles, and Hamilton Lane Private Equity Fund, PLC, an Irish Stock Exchange
listed investment partnership. Mr. Bagley graduated from the University of
California at Berkeley in 1965 with a BS degree in Business and Economics and
from Harvard Business School in 1968 with an MBA in Finance.

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

CONTINUING DIRECTORS

<TABLE>
<S> <C> <C>
L. WAYNE HARBER, 44 CLASS II DIRECTOR DIRECTOR SINCE JANUARY 21, 1997
(TERM EXPIRES 1999)
</TABLE>

On October 1, 1998, L. Wayne Harber became a Managing Director of
Hamilton Lane Advisors, a privately held investment advisory and asset
management firm which focuses exclusively on alternative investments. Mr. Harber
was a Managing Director of The Stone Pine Companies from 1994 to October 1,
1998. 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 securtization and structured finance. From 1980 to
1990, Mr. Harber was a Vice President and National Sales Manager for Franchise
Finance Corporation of America. Mr. Harber holds a BS degree in Economics and
English from the University of Tennessee.

<TABLE>
<S> <C> <C>
JOHN D. MCKEY, JR., 54 CLASS II DIRECTOR DIRECTOR SINCE FEBRUARY 4, 1997
(TERM EXPIRES 1999)
</TABLE>

John D. McKey, Jr. has been 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 Kohl, Bobko, McKey & Higgins, P.A. Mr. McKey is
a director of Lithium Technology Corporation.

<TABLE>
<S> <C> <C>
DONALD R. JACKSON, 48 CLASS III DIRECTOR DIRECTOR SINCE FEBRUARY 4, 1997
(TERM EXPIRES 2000)
</TABLE>

Donald R. Jackson has served as the Secretary and Treasurer of the
Company since January 21, 1997. From January 21, 1997 until March 10, 1998, Mr.
Jackson also served as Chief Financial Officer of the Company. Mr. Jackson is

8
<PAGE> 11

a Managing Director and Chief Financial Officer of The Stone Pine Companies
(since 1994) and is a Senior Vice President, Treasurer and Chief Financial
Officer of FCM Fiduciary Capital Management Company. 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
Director Investments Group with Shearson Lehman Hutton Inc. and its predecessor,
E.F. Hutton & Company, 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., a privately held
manufacturing company. Mr. Jackson holds a BSBA degree in accounting from the
University of Denver and is a certified public accountant.

<TABLE>
<S> <C> <C>
RICHARD BAILEY, 41 CLASS III DIRECTOR DIRECTOR SINCE MARCH 10, 1998
(TERM EXPIRES 2000)
</TABLE>

Richard D. Bailey has served as the President and Chief Operating Officer
of the Company since August 11, 1998. From April 15, 1994 to August 11, 1998 Mr.
Bailey was the President of RDB Capital Advisers, LLC, a privately held company
involved in investment banking activities. During 1995, Mr. Bailey acquired,
restructured and subsequently sold the Rigging Company, a mail order
manufacturer of custom yacht rigging. From 1991 to 1995, he was a principal of
the New England Wire Company, a manufacturer of specialty shaped wire and cable
with primary applications in the defense, electronics, safety and consumer
products industries. From 1986 to 1991, Mr. Bailey was the Executive Vice
President of Pennsylvania Rolling Mills, Inc., a manufacturer of cold rolled
carbon strip steel, supplying the automotive, defense and building products
industries. Mr. Bailey holds a BA degree in Political Science from Providence
College and a MA degree in International Relations from Fairfield University.

<TABLE>
<S> <C> <C>
CARL CASARETO, 40 CLASS III DIRECTOR DIRECTOR SINCE AUGUST 11, 1998
(TERM EXPIRES 2000)
</TABLE>

Carl Casareto has served as the Chief Financial Officer of the Company
and each of its subsidiaries since March 10, 1998. Mr. Casareto served as a
financial consultant to the Company from June 1997 until January 12, 1998. From
October 1989 to April 1997, Mr. Casareto was the Chief Financial Officer and
Senior Vice President of Finance of TELACU and Subsidiaries. TELACU is a
Community Development Corporation managing for profit subsidiaries involved in
real estate development, utility industry construction, asset and real property
management, retail and financing. From December 1995 to April 1997, Mr. Casareto
also served as President of Telalink Corporation, a Los Angeles based subsidiary
of TELACU, which was involved in the fiber optics industry. From 1981 to 1989,
Mr. Casareto was associated with the accounting firm of Grant Thornton, where he
served as the partner-in-charge of Grant Thornton's Southern California tax
practice. Mr. Casareto holds a BS degree in accounting from Loyola Marymount
University and is a certified public accountant.

<PAGE> 12

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors, which in 1997 met fourteen times, has established
several standing committees. The membership and functions of certain of such
committees are described below:

Executive Committee. The Executive Committee of the Board was established
in August 1997 and currently consists of Messrs. Bagley and Jackson. The
Executive Committee is authorized to exercise all of the authority of the Board
in the management of the Company to the fullest extent permissible by the
Colorado Business Corporation Act. During 1997, the Executive Committee held no
meetings and acted by written consent once.

Audit Committee. The Audit Committee of the Board was established in
February 1997 and currently consists of Messrs. Bagley, Rogers and Jackson. The
Audit Committee provides general financial oversight in financial reporting and
the adequacy of the Company's internal controls through periodic meetings with
the Company's management and its external auditors. During 1997, the Audit
Committee held one meeting.

Compensation Committee. The Compensation Committee of the Board was
established in February 1997 and currently consists of Messrs. Rogers, Harber
and Jackson. The Compensation Committee administers the Company's 1997 Stock
Incentive Plan, subject to the review and oversight of the entire Board. The
Compensation Committee also provides general oversight in all employee personnel
matters through periodic meetings with the management of the Company.
During 1997, the Compensation Committee held one meeting.

Each director, except Mr. McKey, attended at least 75% of the aggregate
of the meetings of the Board of Directors and the committee or committees on
which he served.

DIRECTOR COMPENSATION

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. On August 11, 1998, the Board of Directors approved the
issuance on September 1, 1998 of 50,000 vested non-statutory options to each
non-employee director, other than Mr. Bagley, the Chairman of the Board. The
options granted to the non-employee directors have an exercise price of $.34 and
a ten year term. The Board of Directors also approved the automatic grant of
50,000 options to each non-employee director of the Company (other than Mr.
Bagley) on April 15th of each year. Each automatic grant will have an exercise
price equal to fair market value on the date of grant as determined by the
Company's 1997 Stock Incentive Plan, provided the Company has positive EBITDA
for the preceding December 31 fiscal year ended. The options will have a term of
10 years measured from the grant date.

<PAGE> 13

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the annual and
long-term compensation for services rendered to the Company and its subsidiaries
during 1997, 1996 and 1995 by each of the Named Executive Officers.

<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------------------------------ --------------------------------
Other Annual Securities All Other
Name and Fiscal Compensation Underlying Compensation
Principal Position Year Salary($) Bonus($) ($) Options(#) ($)
------------------ ---- --------- -------- --- ---------- ---
<S> <C> <C> <C> <C> <C> <C>
Raymond E. 1997 0 0 __(2) 0 0
McElhaney(1) 1996 12,000(2) 0 * 0 0
1995 12,000 0 * 0 0

Peter W. 1997 36,525 0 * 0 2,631(4)
Damisch(3)

Thompson H. 1997 0 0 * 0 0
Rogers(5)

Christian W. 1997 37,500 0 * 0 0
Wolf(6)

Ronald F. 1997 65,546 10,000 * 500,000 3,041(8)
Martin(7)
</TABLE>
- -------------------------

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

(2) No cash 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".

(3) Mr. Damisch served as President and Chief Executive Officer of the
Company and each of its active subsidiaries from January 21, 1997 until
April 6, 1997.

(4) Includes $2,500 reimbursement of personal legal fees and $131 of
disability insurance premiums paid by Angeles on behalf of Mr. Damisch.

(5) Mr. Rogers, who was Chairman of the Board of Directors at the time,
served as Chief Executive Officer of the Company without compensation
from April 6, 1997 until October 8, 1997.

(6) Mr. Wolf served as President and Chief Executive Officer of the Company
from October 8, 1997 until he resigned on March 10, 1998 and served as
a director until he resigned on August 11, 1998.

11
<PAGE> 14

(7) Mr. Martin served as President of Angeles Metal Trim Co., an operating
subsidiary of the Company, from April 10, 1997 until May 12, 1998.

(8) Includes $2,988 of disability and life insurance premiums paid by
Angeles on behalf of Mr. Martin and $53 of contributions by Angeles to
Angeles' 401 plan on behalf of Mr. Martin.

* Did not receive perquisites or other personal benefits, securities, or
property having an aggregate value of greater than the lower of $50,000
or 10% of the total salary and bonus reported for such executive
officer.

OPTION/SAR GRANTS IN 1997

At the Annual Meeting of the Shareholders of the Company held on October 8,
1997, the Shareholders adopted the Company's 1997 Stock Incentive Plan (the
"1997 Plan"). On August 11, 1998, the Board of Directors approved an amendment
to increase the number of Common Shares available for issuance under the 1997
Plan from three million to six million Common Shares, subject to approval by the
shareholders. Under the terms of the 1997 Plan, the Company may grant employees
of, or any other individual providing services to, the Company and its
subsidiaries stock options, stock appreciation rights or stock awards. The
exercise price of all stock options granted pursuant to the 1997 Plan shall not
be less than the fair market value of the Common Shares on the date of grant. As
of December 31, 1997, options to acquire an aggregate of 500,000 Common Shares
were outstanding under the 1997 Plan, all of which were held by Ronald F.
Martin, President of Angeles Metal Trim Co. in 1997, an operating subsidiary of
the Company. As of December 31, 1997, no stock appreciation rights had been
granted and there had been no stock awards under the 1997 Plan.

The Company does not offer its employees any long-term incentive plans, other
than stock options, stock appreciation rights or stock awards issued pursuant to
the Plan, nor does it offer any defined benefit or actuarial plans. The Company
does offer a 401(k) plan to employees.

The following table sets forth information concerning individual grants of stock
options during 1997 to Named Executive Officers.

<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base Expiration
Name Granted (#) in 1997 Price ($/Sh) Date
---- ----------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
Ronald F. Martin 250,000(1) 50.0% $2.00 04/10/02
Ronald F. Martin 250,000(1) 50.0% $2.00 04/10/07
</TABLE>
- ---------------------------

(1) The options were cancelled in connection with the termination of Mr.
Martin's employment.

12
<PAGE> 15

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values

As of December 31, 1997, the Company had not granted any SARs. In addition, no
stock options were exercised by employees during 1997. The following table sets
forth information concerning the value of unexercised stock options as of
December 31, 1997.

<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
12/31/97 (#) 12/31/97($)
Shares
Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Ronald F. Martin 0 0 0/500,000 0/0
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

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 that had termination dates of November 17, 1997. Messrs. McElhaney,
Conrad and McGinnis resigned from such positions as of January 21, 1997. 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 or 1997 (the "Accrued Payments"). The Accrued Payments
and future payments due under such Agreements were partial consideration for the
Asset Purchase and such Employment Agreements were terminated in connection with
the Asset Purchase. See "Certain Relationships and Related Transactions".

Ronald F. Martin served as the President of Angeles Metal Trim Co., an
operating subsidiary of the Company, from April 10, 1997 to May 12, 1998. 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. Effective May 12, 1998, Mr. Martin was terminated as
the President of Angeles Metal Trim Co. and all stock options held by Mr. Martin
were terminated.

Christian W. Wolf served as the President and Chief Executive Officer
of the Company from October 8, 1997 until he resigned on March 10, 1998. On
January 12, 1998, Mr. Wolf was granted 200,000 options to purchase Common
Shares, with an exercise price of $1.22 per share for the three year period
ended January 11, 2001 and an exercise price of $2.00 per share for the two year
period thereafter. These options are currently vested and have a five year term.
Mr. Wolf also served as a director of the Company until he resigned on

13
<PAGE> 16

August 11, 1998. On March 10, 1998, the Company entered into a consulting
arrangement with Mr. Wolf. Under the arrangement, Mr. Wolf provided consulting
services in connection with a potential acquisition by the Company. Mr. Wolf
received $40,000, plus 250,000 Common Shares as compensation for these services.

Richard Bailey was appointed President and Chief Operating Officer of
the Company on August 11, 1998. On September 1, 1998, the Company entered into
an Employment Agreement with Mr. Bailey which provides for a one year renewable
term and an annual salary of $200,000. As part of the consideration for services
rendered under the Employment Agreement, Mr. Bailey was granted 1,000,000
options with an exercise price of $.34 per share to purchase Common Shares of
the Company under the 1997 Plan as amended subject to shareholder approval of
such amendment. 250,000 of the options vested on September 1, 1998 and 250,000
of the options will vest on December 1 in 1999, 2000 and 2001 provided that
certain financial and other objectives set forth in the Employment Agreement are
met. In the event of termination without cause, Mr. Bailey would receive his
salary for the remainder of the term of the Employment Agreement, retain the
right to exercise all vested 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

14
<PAGE> 17

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.

The Company paid $80,000 in consideration of services provided by ICE
in connection with the Merger. ICE is the beneficial owner of approximately
5.73% of the outstanding Common Shares.

The Company agreed to pay SP Colorado an acquisition structuring fee of
$250,000 in connection with the Merger and the related transactions and
delivered a non-interest bearing promissory note for such amount ("the SP
Colorado Note"). During December 1997, the Company issued 317,500 Series B
Preferred Shares to SP Colorado in exchange for the forgiveness of the SP
Colorado Note and $67,500 of other obligations of the Company to SP Colorado. SP
Colorado is the beneficial owner of approximately 34.75% of the outstanding
Common Shares and Messrs. Bagley, Harber, Jackson, McKey and Rogers, directors
and officers of the Company, have a financial interest in SP Colorado.

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 and its
affiliates provide 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. During December 1997, the Company issued 131,500
Series B Preferred Shares to Stone Pine Atlantic in exchange for the forgiveness
of $100,000 of fees due under the terms of the Services Agreement and $31,500 of
other indebtedness owed to Stone Pine Atlantic by the Company. Messrs. Bagley,
Harber, Jackson and Rogers, directors and officers of the Company, have a
financial interest in SP Atlantic.

During April 1997, ERB loaned $300,000 to Angeles, which loan was
evidenced by a 12% promissory note payable to ERB (the "ERB Note"). As
additional consideration for such loan, (i) Angeles agreed to pay ERB a facility
fee of $9,000, which was added to the principal balance of the ERB Note, (ii)
the Company issued 50,000 Common Shares to ERB upon such funding, and (iii) the
Company agreed to issue 10,000 Common Shares on the first day of each month
commencing July 1, 1997 until the ERB Note was repaid in full. During December

15
<PAGE> 18

1997, the Company issued 384,000 Series A Preferred Shares to ERB in exchange
for forgiveness of this $309,000 loan and $75,000 of other indebtedness owed to
ERB by the Company. The Company issued a total of 110,000 Common Shares to ERB
as additional consideration for the ERB Note during its term.

During June 1997, SP Financial loaned $107,000 to Angeles, which loan
was evidenced by a 12% promissory note payable to SP Financial (the "SP
Financial Note"). As additional consideration for such loan, Angeles agreed to
pay SP Financial a commitment fee of $3,210, which was added to the principal
balance of the SP Financial Note, and the Company issued 16,666 Common Shares to
SP Financial. During December 1997, the Company issued 110,000 Series A
Preferred Shares to SP Financial in exchange for the forgiveness of $110,000 of
the principal balance of the SP Financial Note, with the $210 balance of the
Note being paid in cash.

During August 1997, SP Financial loaned $250,000 to the Company, which
loan was evidenced by a 12% promissory note payable to SP Financial (the "Second
SP Financial Note"). As additional consideration for such loan, the Company
issued 60,000 Common Shares to SP Financial. During December 1997, the Company
issued 250,000 Series A Preferred Shares to SP Financial in exchange for the
forgiveness of the $250,000 principal balance of the Second SP Financial Note.

During December 1997, SP Advisors loaned $75,000 to the Company, which
loan was evidenced by a 12% promissory note payable to SP Advisors (the "SP
Advisors Note"). As additional consideration for such loan, the Company issued
33,333 Common Shares to SP Advisors. The Company repaid the SP Advisors Note
during January 1998. Messrs. Bagley, Harber, Jackson and Rogers, directors and
officers of the Company, have a financial interest in SP Advisors.

During December 1997, SP Capital loaned $75,000 to the Company, which
loan was evidenced by a 12% promissory note payable to SP Capital (the "SP
Capital Note"). As additional consideration for such loan, the Company issued
33,333 Common Shares to SP Capital. The Company repaid the SP Capitol Note
during March 1998.

During December 1997, Mr. Bagley loaned $75,000 to the Company, which
loan was evidenced by a 12% promissory note payable to Mr. Bagley (the "Bagley
Note"). As additional consideration for such loan, the Company issued 33,334
Common Shares to Mr. Bagley. The Company repaid the Bagley Note during March
1998. Mr. Bagley is a director and officer of the Company and the beneficial
owner of approximately 48.70% of the outstanding Common Shares.

In January 1998, the Company issued to Christian W. Wolf, who was
serving as President and Chief Executive Officer of the Company at such time,
200,000 options to purchase Common Shares, with an exercise price of $1.22 per
share for the three year period ended January 11, 2001 and an exercise price of
$2.00 per share for the two year period thereafter. These options are currently
vested and have a five year term.

<PAGE> 19

In January 1998, the Company issued to Carl Casareto, who was appointed
the Chief Financial Officer of the Company in March 1998, options to purchase
200,000 Common Shares at $1.22 per share. 50,000 of the options are currently
vested and 50,000 of the options vest on January 12, 1999, 2000 and 2001,
respectively.

During January 1998, in connection with the acquisition of Capitol
Metals Co. and the transactions with Congress Financial Corp., Mr. Bagley loaned
an additional $1,500,000 to the Company. The loan is evidenced by a convertible
promissory note of the Company (the "Second Bagley Note") in the amount of
$1,750,000, with a 12% annual interest rate payable monthly in arrears. The
Second Bagley Note is due in one year or sooner in the event of a $25 million
equity issuance by the Company and is secured by a subordinate security interest
in all of the assets of the Company and its subsidiaries, effective upon the
consent of Congress Financial Corp. to such security interest or the refinancing
or repayment of the Congress Facility. The Second Bagley Note is convertible
into 1,750,000 Common Shares. As additional consideration for the loan, the
Company issued 1,500,000 Common Shares to Mr. Bagley.

During March 1998, SP Atlantic loaned $214,286 to the Company. The loan
is evidenced by a convertible promissory note of the Company (the "SP Atlantic
Note") in the aggregate amount of $250,000, with a 12% annual interest rate
payable monthly in arrears. The SP Atlantic Note is due in one year or sooner in
the event of a $25 million equity issuance by the Company and is secured by a
subordinate security interest in all of the assets of the Company and its
subsidiaries, effective upon the consent of Congress Financial to such security
interest or the refinancing or repayment of the Congress Facility. The SP
Atlantic Note is convertible into 250,000 Common Shares. As additional
consideration for the loan, the Company issued 214,286 Common Shares to SP
Atlantic.

Messrs. Bagley and Rogers, who are directors and officers of the
Company and who are beneficial owners of approximately 48.70% and 37.73%,
respectively, of the outstanding Common Shares, have a financial interest in SP
Colorado, SP Atlantic, ERB, SP Financial, SP Advisors and SP Capital.

During March 1998, the Company entered into an agreement with RDB
Capital Advisors, LLC ("RDB") pursuant to which the Company paid RDB $120,000 as
compensation for services rendered by RDB in arranging for the $2 million
purchase of the Company's Series C Preferred Shares by a group of investors. RDB
is owned by Mr. Bailey, a director of the Company since March 10, 1998, and the
President and Chief Operating Officer of the Company since August 11, 1998.

During March 1998, the Company entered into a consulting arrangement
with Christian W. Wolf who was a director of the Company at that time. Under the
arrangement, Mr. Wolf provided consulting services in connection with a
potential acquisition. Mr. Wolf received $40,000 plus 250,000 Common Shares as
compensation for these services. Mr. Wolf resigned as a director of the Company
on August 11, 1998.

17
<PAGE> 20

In March 1998, the Company issued to employees of the Company and
employees of related companies providing services to the Company, stock options
to purchase a total of 625,000 Common Shares at $2.08 per share. These 625,000
options included 400,000 options granted to Carl Casareto, the Chief Financial
Officer of the Company and 100,000 options granted to Donald R. Jackson, the
Secretary and Treasurer of the Company. The options vest over a four year period
commencing on March 10, 1999.

On September 1, 1998, the Company entered into an Employment Agreement
with Mr. Bailey, the President and Chief Operating Officer of the Company, which
provides for a one year renewable term and an annual salary of $200,000. As part
of the consideration for services rendered under the Employment Agreement, Mr.
Bailey was granted 1,000,000 options with an exercise price of $.34 per share to
purchase Common Shares of the Company under the 1997 Plan as amended subject to
shareholder approval of such amendment. 250,000 of the options vested on
September 1, 1998 and 250,000 of the options will vest on December 1 in 1999,
2000 and 2001 provided that certain financial and other objectives set forth in
the Employment Agreement are met.

On September 1, 1998, the Company granted to each non-employee director
of the Company (other than Mr. Bagley), Thompson H. Rogers, L. Wayne Harber,
Donald R. Jackson and John D. McKey, Jr., 50,000 vested non-statutory options
with an exercise price of $.34 and a ten year term.

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

Based solely upon a review of the Forms 3 and 4 furnished to the
Company during 1997 and 1998 and written representations furnished to the
Company, the Company has not identified any director, officer or beneficial
owner of more than ten percent of its common stock who failed to file on a
timely basis the forms required by Section 16(a) of the Securities Exchange Act
of 1934 for fiscal year 1997, other than those discussed in the following
paragraph.

All Forms 3 and 4 that were required to be filed pursuant to the
provisions of Section 16(a) of the Exchange Act have been filed. However, some
of the Forms 3 and/or 4 that were required to be filed by Messrs. Bagley (2),
DeGrassi (3), Harber (1), Jackson (1), McKey (1), Rogers (2) and Wolf (1) and
Stone Pine Colorado, LLC (2), Stone Pine Capital, LLC (2) and Stone Pine
Atlantic Equities, LLC (2) were not filed on a timely basis. (The number in
parenthesis after each name represents the number of required forms that were
not filed on a timely basis.)

18
<PAGE> 21

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors has appointed the firm of Arthur Andersen LLP to
act as independent accountants for the Company for the fiscal year ending
December 31, 1998 and to perform such accounting services as may be appropriate.
Arthur Andersen LLP has audited the financial statements of the Company for the
Company for the fiscal year ended December 31, 1997. It is not anticipated that
a representative of Arthur Andersen 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.

The independent accountants who previously audited the Company's
financial statements for the fiscal year ended December 31, 1996, Grant Thornton
LLP, were dismissed by vote of the Board of Directors, effective January 21,
1998. This decision to change accountants was approved by the members of the
audit committee of the Board of Directors. The prior accountants' report on
financial statements for the fiscal year ended December 31, 1996 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
Grant Thornton LLP, there were no disagreements between the Company and Grant
Thornton LLP 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 are no unresolved issues with the prior accountants.

The Board of Directors of the Company appointed Arthur Andersen LLP as
the Company's new certifying accountants to audit the Company's financial
statements effective January 21, 1998. Arthur Andersen 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 Arthur Andersen LLP as auditors
for the Company for its fiscal year ending December 31, 1998.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP

19
<PAGE> 22
PROPOSAL 3

APPROVAL OF AMENDMENTS TO THE 1997 STOCK INCENTIVE PLAN

Shareholders are being asked to consider and vote upon a proposal to
approve an increase in the number of shares issuable under the Consolidated
Capital of North America, Inc. 1997 Stock Incentive Plan (the "1997 Plan"), from
three million Common Shares to six million Common Shares along with certain
other amendments. The 1997 Plan was originally approved by the Company's
shareholders at the 1997 Annual Meeting of Shareholders.

AMENDMENTS TO BE APPROVED BY SHAREHOLDERS

The Board of Directors approved the following amendments to the 1997
Plan in August 1998, subject to shareholder approval at the Annual Meeting:

o Increase in the number of shares issuable under the 1997 Plan
from three million Common Shares to six million Common Shares.

o The effect of termination of employment, which has to date
been set forth in the applicable stock option agreements, will
be set forth in the 1997 Plan as follows:

Each stock option will be exercisable until the earlier of (i)
the termination date (the "Termination Date") fixed by the
Committee (as defined below) when the stock option is granted
or (ii) to the extent the stock option was then exercisable,
for a period of at least thirty (30) days from the date of the
participant's termination of employment or such longer period
set forth in the applicable Award Agreement. In the event of
death or disability, the stock option may be fully exercised,
to the extent the stock option was then exercisable, for at
least six (6) months thereafter or such longer period set
forth in the applicable Award Agreement. If a participant's
employment is terminated for cause, however, his or her
ability to exercise any stock option terminates.

o Each stock option granted will vest at a rate of at least 20%
per year over a five year period.

o Each participant in the 1997 Plan will receive financial
statements of the Company at least annually.

DESCRIPTION OF PLAN

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

20
<PAGE> 23

and other awards under the 1997 Plan, thereby providing participants with a
proprietary interest in the growth and performance of the Company.

Upon the amendment of the 1997 Plan, there will be authorized a total
of 6,000,000 Common Shares for issuance pursuant to awards granted under the
1997 Plan.

The 1997 Plan is administered by a committee of the Board consisting
solely of two or more Non-Employee directors (the "Committee") and if there are
not at least two Non-Employee Directors, the Plan will 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.

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. Upon the amendment of the
1997 Plan, each stock option granted will vest at a rate of at least 20% per
year over a five year period.

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.

Upon the amendment of the 1997 Plan, each stock option will be
exercisable until the earlier of (i) the termination date (the "Termination
Date") fixed by the Committee (as defined below) when the stock option is
granted or (ii) to the extent the stock option was then exercisable, for a
period of at least thirty (30) days from the date of the participant's
termination of employment or such longer period set forth in the applicable
Award Agreement. In the event of death or disability, the stock option may be
fully exercised, to the extent the stock option was then exercisable, for at
least six (6) months thereafter or such longer period set forth in the
applicable Award Agreement. If a participant's employment is terminated for
cause, however, his or her ability to exercise any stock option terminates.

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.

21
<PAGE> 24

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.

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.

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 qualify, for the exemption to cause any award
or transaction under the 1997 Plan to qualify, or to continue to qualify, for

22
<PAGE> 25

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.

Subject to the above provisions, the Board has the 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.

23
<PAGE> 26

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
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 as
proposed to be amended is qualified by reference to the 1997 Plan itself which
is printed in its entirety as Appendix A.

OPTIONS GRANTED UNDER 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, which options had a five year vesting period so long as Mr.
Martin remained in the employ of the Company. Effective May 12, 1998, Mr. Martin
was terminated as the President of Angeles Metal Trim Co. and all stock options
held by Mr. Martin were terminated.

<PAGE> 27

In August 1998, the Company approved for issuance to four current and
potential employees of the Company stock options to purchase 40,000 Common
Shares at $2.08 per share and issued to one employee stock options to purchase
50,000 Common Shares at $1.00 per share. These options will vest over a four
year period and have a ten year term.

On September 1, 1998, the Company issued to Richard Bailey, the
President and Chief Operating Officer of the Company, 1,000,000 options with an
exercise price of $.34 per share to purchase Common Shares of the Company under
the 1997 Plan as amended subject to shareholder approval of such amendment.
250,000 of the options vested on September 1, 1998 and 250,000 of the options
will vest on December 1 in 1999, 2000 and 2001 provided that certain financial
and other objectives set forth in the Employment Agreement are met.

On September 1, 1998, the Company granted to Thompson H. Rogers, L.
Wayne Harber, Donald R. Jackson and John D. McKey, Jr., each a non-employee
director of the Company, non-statutory vested options to purchase 50,000 Common
Shares at $.34 per share. These options have a ten year term.

Since the adoption of the 1997 Plan, the Company has issued, in
addition to the stock options described above, an aggregate of 1,192,500 Common
Shares under the 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 October 1, 1998, the closing bid price of the Company's Common
Shares as reported on the OTC Bulletin Board was $.25 per share.

REASONS FOR THE AMENDMENT

Of the three million shares originally authorized for issuance under
the 1997 Plan remain only 497,500 shares available for new grants (excluding the
options granted to Richard Bailey which are subject to the shareholder approval
of the amendment of the 1997 Plan). The Board has determined that the 1997 Plan
is a valuable tool in attracting, motivating and retaining 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 Company
is requesting three million new Common Shares to maintain the usefulness of the
1997 Plan.

<PAGE> 28

The original 1997 Plan gave the Committee a large degree of flexibility
in tailoring stock option awards. While the provisions relating to the
termination of employment and vesting of awards at a minimum of 20% per year
have been set forth in Award Agreements entered into prior to the date hereof,
the Board has determined to include such provisions in the 1997 Plan in
accordance with certain state securities law regulations.

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

<PAGE> 29

PROPOSAL 4

AMENDMENT OF THE ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES

On September 30, 1998 the Board of Directors adopted a resolution
declaring it advisable to amend the Company's Articles of Incorporation to
increase the number of Common Shares that the Company has the authority to issue
from 50,000,000 Common Shares, $0.0001 par value per share, to 200,000,000
Common Shares (the "Amendment"). The Board of Directors further directed that
the Amendment be submitted for consideration by the shareholders at the
Company's Annual Meeting. In the event the Amendment is approved by the
shareholders, the Company will thereafter amend the Articles of Incorporation
(the "Articles") and the Amendment will become effective at the close of
business on the date the Articles are accepted for filing by the Colorado
Secretary of State. The text of the first paragraph of Section 1 of Article IV
of the Articles, as proposed to be amended, as follows:

ARTICLE IV. Capital Structure.

Section 1. Authorized Capital. The total number of shares of
all classes which the Corporation shall have authority to issue is
210,000,000 of which 10,000,000 shall be Preferred Shares, par value
$.01 per share, and 200,000,000 shall be Common Shares, par value
$.0001 per share, and the designations, preferences, limitations and
relative rights of the shares of each class are as set forth in the
following paragraphs.

At October 1, 1998, the Company had outstanding the following
securities convertible into Common Shares at the following assumed conversion
prices (collectively, the "Convertible Securities"): (i) $4,885,000 of 10%
Convertible Notes convertible into 21,239,131 Common Shares at an assumed
conversion price of $.23(1); (ii) $1,000,000 of 15% Convertible Notes
convertible into 2,857,143 Common Shares at a conversion price of $.35; (iii)
744,000 Series A Preferred Shares convertible into 744,000 Common Shares, (iv)
449,000 Series B Preferred Shares convertible into 449,000 Common Shares; (v) 87
Series C Shares convertible into 3,782,673 Common Shares at an assumed
conversion price of $.23(2); (vi) warrants to purchase 1,000,000 Common Shares
__________________________

(1) The number of Common Shares issuable upon conversion of the 10%
Convertible Notes, is based upon a conversion price which is equal to
the lesser of (i) $1.75 per share and (ii) the following conversion
prices: (x) on or after August 6, 1998 at a per share price equal to
eighty percent (80%) of the arithmetic average of the closing bid and
ask prices of the Company's Common Shares for the twenty trading days
prior to the exercise date of such conversion and (y) on or after
October 5, 1998 a per share price equal to seventy-five (75%) of the
arithmetic average of the closing bid and ask prices of the Company's
Common Shares for each of the twenty trading days prior to the exercise
date of such conversion.

(2) The number of Common Shares issuable upon conversion of the Series C
Shares, is based upon a conversion price per Series C Share which is
equal to $10,000 divided by the lesser of (x) $1.75 and (y) seventy
five percent (75%) of the arithmetic average of the closing bid prices
for each of the five trading days prior to the exercise date of any
such conversion.

<PAGE> 30

at an exercise price of $1.00 per share; (vii) warrants to purchase 1,000,000
Common Shares at an exercise price of $.75 per share; (viii) warrants to
purchase 250,000 Common Shares at an exercise price of $2.38 per share; (ix)
warrants to purchase 200,000 Common Shares at an exercise price of $2.00 per
share and (x) stock options to purchase an aggregate of 2,315,000 Common Shares
at exercise prices ranging from $.34 to $2.08. The Convertible Securities are
convertible into an aggregate of 33,836,947 Common Shares at the assumed
conversion prices set forth above (the "Conversion Shares").

All of the foregoing Convertible Securities are currently convertible
or exercisable other than 1,615,000 stock options which vest over a period of
one to four years from the date hereof. Of the outstanding options, the
1,000,000 options granted to Richard Bailey were granted under the 1997 Plan as
amended subject to shareholder approval of such amendment.

In addition to the foregoing Convertible Securities, the Company has
the option to pay interest on the 10% Convertible Notes and the 15% Convertible
Notes in Common Shares of the Company (the "Interest Shares") and dividends on
the Series A Preferred Shares, Series B Preferred Shares and Series C Shares in
Common Shares of the Company (the "Dividend Shares").

On October 1, 1998, the Company had outstanding 24,622,387 Common
Shares and based on the above referenced assumed conversion prices has
outstanding securities convertible into 33,836,947 Common Shares. The Articles
of Incorporation currently authorize the issuance of 50,000,000 Common Shares.

Because the conversion price of the 10% Convertible Notes and the
Series C Preferred Shares is related to the market price of the Common Shares at
the time of conversion and the issuance price of the Interest Shares and
Dividend Shares is related to the market price of the Common Shares at the time
of issuance and because there may be antidilution adjustments to the exercise
price of the Convertible Notes, the Series C Preferred Shares and the Warrants,
the number of Conversion Shares, Interest Shares and Dividend Shares which may
be issued is indeterminate at this time. The Company needs to increase the
number of authorized but unissued Common Shares in order to have an adequate
reserve of Common Shares available for issuance as Conversion Shares, the
Interest Shares and Dividend Shares.

The Company also believes it is in the best interest of the Company and
its shareholders to increase the number of Common Shares available for issuance
to meet the Company's future business needs as they arise. Other than the Common
Shares which are required as Conversion Shares or may be issuable as Interest
Shares or Dividend Shares, the Company's management has no present arrangements,
agreements, understandings or plans for the issuance or use of the additional
Common Shares proposed to be authorized by the Amendment. The Board believes the
availability of such additional Common Shares will provide the Company with the
flexibility to issue Common Shares for a variety of other proper corporate
purposes as the Board of Directors may be deem advisable without further action
by the Company's shareholders, except as may be required by law, regulation or
stock exchange rule. These purposes could include, among other things, the

<PAGE> 31

sale of stock to obtain additional capital funds, the purchase of property, the
acquisition or merger into the Company of other companies, the use of additional
shares for various equity compensation and other employee benefit plans, the
declaration of stock dividends or distributions, and other bona fide corporate
purposes. Were these situations to arise, the issuance of additional Common
Shares could have a dilutive effect on earnings per share, and, or a person who
does not purchase additional shares to maintain his or her pro rata interest, on
a shareholder's percentage voting power in the Company.

Although an increase in the authorized Common Shares could, under
certain circumstances, also be construed as having an anti-takeover effect (for
example, by diluting the stock ownership of a person seeking to effect a change
in the composition of the Board of Directors or contemplating a tender offer or
other transaction for the combination of the Company with another company), the
current Proposal to amend the Articles is not in response to any effort to
accumulate the Company's stock or to obtain control of the Company by means of a
merger, tender offer, solicitation in opposition to management or otherwise. In
addition, the Proposal is not part of any plan by management to recommend a
series of similar amendments to the Board of Directors and the stockholders.
Finally, the Board does not currently contemplate recommending the adoption of
any other amendments to the Articles which could be construed to the affect the
ability of third parties to take over or change control of the Company.

In addition to the Company's Common Shares, the Company's Articles of
Incorporation currently empowers the Board of Directors to authorize the
issuance of one or more series of preferred stock without stockholder approval.
Pursuant to this authorization, the Company has issued Series A Preferred
Shares, Series B Preferred Shares and Series C Preferred Shares and, as of
October 1, 1998, a total of 744,000 shares of Series A Preferred Shares, 449,000
Series B Preferred Shares and 100 Series C Preferred Shares were outstanding. No
change to the Company's Preferred Share authorization is requested by the
Amendment. Existing Series A Preferred shareholders, Series B Preferred
shareholders and Series C Preferred shareholders do not have preemptive rights,
nor any other participatory rights with respect to the matters covered by this
Proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE ARTICLES OF INCORPORATION.

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 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, 1997. The Company
will provide without charge to each person to whom a copy of this Proxy

<PAGE> 32

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, 1997, 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.

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 June
9, 1999 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 as determined by the Board of Directors.

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

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Donald R. Jackson

Donald R. Jackson
Secretary

30
<PAGE> 33

APPENDIX A

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

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

A-1
<PAGE> 34

(ii) Any "person," including a "group" (as such terms
are used in Sections 13(d) and 14(d)(2) of the Exchange Act,
but excluding the Company, any Affiliate, or any employee
benefit plan of the Company, or any Affiliate) is or becomes
the "beneficial owner" (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power
of the Company's then outstanding securities; or

(iii) The stockholders of the Company shall approve a
definitive agreement (1) for the merger or other business
combination of the Company with or into another corporation, a
majority of the directors of which were not directors of the
Company immediately prior to the merger and in which the
stockholders of the Company immediately prior to the effective
date of such merger own a percentage of the voting power in
such corporation that is less than one-half of the percentage
of the voting power they owned in the Company immediately
prior to such transactions or (2) for the sale or other
disposition of all or substantially all of the assets of the
Company to any other entity; or

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

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

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

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

(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.

A-2

<PAGE> 35

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

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

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

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

(n) Participant. An individual to whom an Award has been made under
the Plan. Awards may be made to any employee of, or any other
individual providing services to, the Company. However, incentive stock
options may be granted only 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
6,000,000 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

A-3
<PAGE> 36

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 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. Each stock option granted will
vest at a rate of at least 20% per year over a five year period. A
stock option may be in the form of (i) an incentive stock option which,

A-4
<PAGE> 37

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 provided, however, stock options
shall vest at a rate of at least 20% per year over a five year
period. 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

A-5
<PAGE> 38

award granted under any plan of the Company, the grant price may be the
same as the exercise or designated price of such other award.

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

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

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

(a) Termination of Employment.

(i) If any Participant's employment by the Company or
its direct or indirect subsidiaries terminates for any reason
other than by reason of death or disability or "for cause" as
defined in Paragraph 8(a)(ii) below, all currently exercisable
Options shall remain exercisable for a period of at least
thirty (30) days from the date of termination or such longer
period set forth in the applicable Award Agreement and, to the
extent not exercised, shall terminate. All other non-vested
Awards shall immediately and automatically terminate.

(ii) If any Participant's employment by the Company
or its direct or indirect subsidiaries terminates by virtue of
a termination for cause (as defined in Participant's
Employment Agreement, if applicable or as set forth below),
any Options held by the Participant, whether vested or not,
shall terminate. If the Participant is not employed pursuant
to an Employment Agreement as of the date of termination,
cause shall mean (1) the Participant acting fraudulently in

A-6
<PAGE> 39

his or her relations with the Company, (2) the Participant
misappropriating or doing material, intentional damage to the
property of the Company, (3) the substantial breach or
continuous neglect by the Participant of his or her employment
obligations, or willful misconduct by the Participant in the
performance of such obligations which occurs or persists after
notice and an opportunity to cure, (4) the Participant being
convicted of a felony, or (5) the Participant's failure to act
in the best interest of the Company or breach of his or her
fiduciary duties to the Company.

(b) Disability of a Participant. If any Participant is unable
to continue his or her employment by the Company as a result of
Disability of the Participant (as defined under the Plan) the
Participant may, for at least six (6) months from the date of
Disability or such longer period set forth in the applicable Award
Agreement, exercise such portion of the Option which has vested to the
extent the Participant was entitled to exercise it at the date of such
Disability, and such portion of the Option which has not vested shall
terminate. If the Participant does not exercise such portion of the
Option which has vested and which Participant was entitled to exercise
within the time specified herein, the Option shall terminate.

(c) Death of a Participant. In the event of the death of any
Participant during the term of the Option and while an employee of the
Company, the Option may be exercised, for at least six (6) months
following the date of death, or such longer period set forth in the
applicable Award Agreement, by the Participant's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance
but only to the extent of the right to exercise that had accrued at the
date of death. If the Participant's estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not
exercise such portion of Participant's Option which has vested and
which the Participant was entitled to exercise in the time specified
herein, the Option shall terminate.

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,

A-7
<PAGE> 40

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);

(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 Participant under a Stock Option or a recipient of a SAR or
restricted share of Stock theretofore granted without the Participant'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.

A-8
<PAGE> 41

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.

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

A-9

<PAGE> 42

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.

(j) The Company shall deliver to each Participant financial
statements of the Company at least annually.

A-10
<PAGE> 43

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

CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 1, 1998

The undersigned hereby constitutes and appoints Paul Bagley and Carl
Casareto 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 the Company's Capital Metals Co.
subsidiary, 2000 South Western Avenue, Torrance, California 90501, on December
1, 1998, at 10:00 a.m. local 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.

CLASS I DIRECTORS:
(Term Expires 2001):
Thompson H. Rogers
Paul Bagley

2. Ratification of the appointment of Arthur Andersen LLP as the Company's
auditor;

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

3. Approval of the Amendments to the 1997 Stock Incentive Plan;

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

4. Approval of the Amendment to the Articles of Incorporation;

[ ] FOR [ ] AGAINST [ ] ABSTAIN FROM VOTING

5. 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> 44

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

(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 ARTHUR ANDERSEN LLP AS THE COMPANY'S
AUDITOR; (3) FOR APPROVAL OF THE AMENDMENTS TO THE 1997 STOCK INCENTIVE PLAN;
AND (4) FOR APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION.

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 Stockholders 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 Stockholders and the Proxy Statement and Annual Report to Shareholders
furnished therewith.

Dated: , 1998
--------------------

--------------------------------
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.

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