CONSENT TO ACTION
                                     BY THE
                              BOARD OF DIRECTORS OF
                               COPPER CORPORATION

                                  June 25, 2002

Pursuant to the  provisions  of the Colorado  Corporation  Code any action to be
taken at a meeting of the Board of  Directors  of the  corporation  may be taken
without a meeting  if a consent  in  writing  setting  forth the action so taken
shall be signed by the directors.  The  undersigned,  being all the directors of
Copper  Corporation  do hereby waive any notice that may be required to be given
with  respect to a meeting of the  directors  of the  corporation  and do hereby
take, ratify, confirm and approve the following actions:

WHEREAS:  the company has located a company that may be acquired  with shares of
the companies  common stock and the Company wishes to acquire a 100% controlling
interest in American Real Estate Investors, Inc., a Nevada corporation.

AND WHEREAS:  as a precondition of the above transaction the existing management
and  director of Copper,  James  Wiegand,  would be  replaced by Roger  Sherman,
Andrew Brown and Bernard Ware,  who are the present  management and directors of
American Real Estate Investors, Inc.

NOW THEREFORE, RESOLVED: the company issues 1,300,000 shares of its common stock
in the form of  certificates  duly  issued  pro-rata  to the  share  holders  of
American  Real Estate  Investors,  Inc.  and the  company  accepts in exchange a
certificate for 1,000,000  common shares of American Real Estate Investors being
all of the issued and outstanding shares of American.

FURTHER  RESOLVED:  that the company accepts the resignation of James B. Wiegand
from all positions with the company and hereby  appoints  Roger Sherman,  Andrew
Brown and Bernard  Ware as  Wiegand's  replacement  in all officer and  director
positions with the company, effective immediately.

The officers of this corporation are hereby  authorized to perform acts to carry
out these resolutions.

This consent to action by the Board of Directors  of Copper  Corporation  may be
signed in one or more  counterparts,  all of which  when  taken  together  shall
constitute  the same and when signed by all of the directors of the  corporation
may be  certified  by any  proper  officer  of the  corporation  as having  been
unanimously adopted by the corporation on the 25th day of June, 2002.


/s/James B. Wiegand