19

146. The Defendants had no business tendering a legal defense before the Court because

they were fully aware of their fraud. Once the Defendants were caught in their fraud,

the Defendants should have simply returned the common stock back to the Plaintiff.

147. All of Defendants' pleadings before the Court after the Complaint was filed are a

frivolous use of the Court designed to cover up the fraud and harass the Plaintiff.

148. The fraud committed by the Defendants is fully documented on paper in the form of

fraudulent filings of article changes with the Minnesota Secretary of State when

viewed in light of the corporate meeting minutes supplied by the Defendants.

149. Minn. Stat. §317A.751 anticipates judicial intervention in non-profit corporations

when there is fraud involved. Subdivision 1 states: "A court may grant equitable

relief it considers just and reasonable in the circumstances or may dissolve a

corporation and liquidate its assets and business as provided for in this section."

150. Minn. Stat. §317A.903 anticipates judicial referral to the Attorney General when there

is a clear public interest in the proceedings.

151. The State of Minnesota has a clear interest in the proceedings of the present case.

152. On July 22, 1993 the Defendants committed perjury with the State of Minnesota by

making a fraudulent filing with the Secretary of State's Office.

153. On October 11, 1995 the Defendants committed perjury with the State of Minnesota

by making a fraudulent filing with the Secretary of State's Office.

154. All changes that Defendants made to articles with the sole exception of the name

change to Solid Rock Church, Inc. are "ultra vires" and outside the scope of the

actions of a Minnesota non-profit corporation.

20

155. Defendants violated the Standard of Conduct for Directors in Minn. Stat. §317A.251.

156. Defendants violated the Standard of Conduct for Officers in Minn. Stat. §317A.361.

157. Defendants violated Minn. Stat. §317A.139 regarding the filing of amended articles.

158. In an attempt to get the Court to perpetuate their fraud, the Defendants have

committed perjury in their responsive pleadings before the Court in the present case.

159. The law firm of Lindquist & Vennum was responsible for certain article documents

and the State of Minnesota has a clear public interest in determining the exact extent

of their involvement, if any, in the theft of the Elk River Assembly of God Church.

160. It is unlikely that Defendant William N. Matthews was able to complete this theft

without the assistance of other persons and the State of Minnesota has a clear public

interest in determining the exact extent of who else was involved in the theft of this

Minnesota non-profit corporation, the Elk River Assembly of God Church.

161. The Defendants willfully engaged in illegal behavior that led to the fraudulent

conveyance of Plaintiffs' property in the form of 545,000 shares of common stock

in Attic Technology, Inc on July 18, 1993.

IT IS HEREBY ORDERED:

1. Summary Judgment is granted in favor of the Plaintiff with prejudice; and

2. The stock transfer of 545,000 shares of stock in Attic Technology, Inc. represented by

stock certificate No. 82 dated July 13, 1993 is declared nullified; and

3. Defendant Solid Rock Church, Inc. is hereby ordered to return to Plaintiff Attic

Technology, Inc. stock certificate No. 82; and

21

4. It is ordered that notice be sent to SolarAttic, Inc. that the Court has declared this

stock transfer null and void. Further, that the shares represented by certificate No. 82

be immediately returned to Edward G. Palmer in a new certificate and on record for

the same in SolarAttic's stock records effective on the date of this order.

5. Defendant Solid Rock Church, Inc. is hereby ordered to pay Plaintiff reasonable

damages in the amount of $______________; and

6. Defendant Solid Rock Church, Inc. is hereby ordered to pay Plaintiff reasonable costs

in the amount of $______________; and

7. Defendant William N. Matthews is hereby ordered to pay Plaintiff reasonable damages

in the amount of $______________; and

8. Defendant William N. Matthews is hereby ordered to pay Plaintiff reasonable costs in

the amount of $______________; and

9. All changes to the Articles of Incorporation of the Minnesota Non-Profit Corporate

Charter No. P896 made by these Defendants are hereby declared void.

10. The Articles of Incorporation of Minnesota Corporate Charter No. P896 are hereby

restored to the original Articles of Incorporation dated October 5, 1977.

11. The By-Laws of this Minnesota Corporate Charter No. P896 are hereby restored to

the By-Laws in effect on July 1, 1992; said By-Laws predating Defendant William N.

Matthews' involvement in this non-profit corporation.

12. The name of this non-profit is hereby changed back to the original name of the Elk

River Assembly of God Church as is contained in the original and only existing non-

corrupted corporate articles on file with the Minnesota Secretary of State.