25

Defendants told Plaintiff at the time of the above advisement that everything was

under proper control and led Plaintiff to believe that Defendants were in full compliance

with the provisions of Minnesota's Non-Profit Corporation Laws.

Defendants acknowledged to Plaintiff at the time of the above advisement that

the corporation was indeed organized as a Minnesota §317A Non-Profit Corporation

and further led Plaintiff, by such acknowledgement, that Defendants recognized their

duty to comply with Minnesota law.

As an attendee to the meetings with a contemporaneous diary, Plaintiff knows

from first hand knowledge that certain of Defendants filings were fraudulent in nature.

As an individual that maintains a contemporaneous diary, Plaintiff knows from the

knowledge in said diary that other filings of Defendants were simply fictitious in nature

and nothing short of manufactured lies.

Defendants instructed and indoctrinated Plaintiff for several weeks in a series of

membership meetings during June 1993. These meetings were conducted by Defendant

William N. Matthews and were specifically for purposes of inducing Plaintiff and others

into joining the corporation as full voting members.

Defendants constantly pushed membership stating plainly several times that

"unless attendees were members of the corporation that they could not participate in

any area of Defendants organization."

During June 1993, Defendants membership training and indoctrination focused

specifically on the nature and character of the non-profit corporation, its basic beliefs

and on Defendant William N. Matthews' twenty (20) years of experience in non-profits.

26

Plaintiff relied upon Defendants instructions and indoctrination as to the exact

nature and character of the non-profit corporation as it then existed in June 1993.

Defendants conduct in July 1993 was outrageous and inconsistent with the

nature and character of the organization that was presented to Plaintiff during June

1993.

Defendants conduct in July 1993 was outrageous and in violation of By-Laws of

the non-profit corporation as they then existed.

Defendants conduct in July 1993 was outrageous and in violation of the Articles

of the non-profit corporation as they then existed.

Defendants conduct in July 1993 was outrageous and in violation of Minnesota

Law at Chapter 317A.

Defendants conduct in July 1993 was outrageous and inconsistent with

Defendant William N. Matthews' twenty (20) years of experience in non-profits.

Defendants conduct in July 1993 was outrageous and inconsistent with

Defendant William N. Matthews' statements to Plaintiff during June 1993.

Defendants' actions clearly painted a fraudulent picture to Plaintiff at the exact

time that Plaintiff transferred his stock.

Defendants were in the process of making a fraudulent filing with the Minnesota

Secretary of State prior to the time Plaintiff actually transferred his stock.

27

If Defendants had properly apprised Plaintiff of all material facts then existing,

Plaintiff would have immediately left the organization in June of 1993 and would not

have transferred any stock.

Defendants successfully concealed all fraudulent filings and Plaintiff was only

made aware of them after requesting a copy of all documents on file with the Secretary

of State on April 3, 1998.

Meeting attendees will testify that the Corporation only changed its name and

did not conduct any other business at the July 1, 1993 meeting.

Defendants withheld material facts from Plaintiff in that Defendants had already

initiated action in June 1993 that deprived members of their rights under Minn. Stat

§317A. Defendants did not convey to Plaintiff the true plans that Defendants had for

filing with the Secretary of State which were already in process.

Corporate records of the Defendants will testify in favor of Plaintiffs allegations.

Other facts are contained in the documents within Plaintiffs' possession, which are

now available to Defendants.

INTERROGATORY NO. 6:Describe in all possible detail all the facts upon which

you base your allegations that Defendant's made criminally false and/or fraudulent article

of incorporation filings with the Minnesota Secretary of State in paragraphs 12, 14, 15

and 16 of the Complaint.