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CERTIFICATE OF SECRETARY
THE UNDERSIGNED HEREBY CERTIFIES TO XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES
INC. that the undersigned is the duly appointed and acting Secretary (or
Assistant Secretary) of MEDICAL RESOURCES MANAGEMENT, INC. D/B/A MRM, INC., a
corporation duly organized, validly existing and in good standing under the
laws of the State of California; and that the following is a true, accurate
and compared transcript of resolutions duly, validly and lawfully adopted on
the _______ day of ____________________, 1997 by the Board of Directors of
said Corporation acting in accordance with the laws of the state of
incorporation and the charter and by-laws of said Corporation:
"RESOLVED, that this Corporation is authorized and empowered, now and from
time to time hereafter, to borrow and/or obtain credit from, and/or enter
into other financial arrangements with, XXXXXXX XXXXX BUSINESS FINANCIAL
SERVICES INC. ("MLBFS"), and in connection therewith to grant to MLBFS liens
and security interests on any or all property belonging to this Corporation;
all such transactions to be on such terms and conditions as may be mutually
agreed from time to time between this Corporation and MLBFS; and
"FURTHER RESOLVED, that the President, any Vice President, Treasurer,
Secretary or other officer of this Corporation, or any one or more of them,
be and each of them hereby is authorized and empowered to: (a) execute and
deliver to MLBFS on behalf of this Corporation any and all loan agreements,
promissory notes, security agreements, pledge agreements, financing
statements, mortgages, deeds of trust, leases and/or all other agreements,
instruments and documents required by MLBFS in connection therewith, and any
present or future extensions, amendments, supplements, modifications and
restatements thereof; all in such form as any such officer shall approve, as
conclusively evidenced by his or her signature thereon, and (b) do and
perform all such acts and things deemed by any such officer to be necessary
or advisable to carry out and perform the undertakings and agreements of this
Corporation in connection therewith; and any and all prior acts of each of
said officers in these premises are hereby ratified and confirmed in all
respects; and
"FURTHER RESOLVED, that MLBFS is authorized to rely upon the foregoing
resolutions until it receives written notice of any change or revocation from
an authorized officer of this Corporation, which change or revocation shall
not in any event affect the obligations of this Corporation with respect to
any transaction conditionally agreed or committed to by MLBFS or having its
inception prior to the receipt of such notice by MLBFS."
THE UNDERSIGNED FURTHER CERTIFIES that: (a) the foregoing resolutions have
not been rescinded, modified or repealed in any manner, are not in conflict
with any agreement of said Corporation and are in full force and effect as of
the date of this Certificate, and (b) the following individuals are now the
duly elected and acting officers of said Corporation and the signatures set
forth below are the true signatures of said officers:
President:
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Vice President:
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Treasurer:
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Secretary:
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Additional Title
IN WITNESS WHEREOF, the undersigned has executed this Certificate and has
affixed the seal of said Corporation hereto, pursuant to due authorization,
all as of this ________ day of _________________, 1997.
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(CORPORATE SEAL) Secretary
Printed Name:
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