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CERTIFICATE OF SECRETARY
(XXXXXXXX)
THE UNDERSIGNED HEREBY CERTIFIES that the undersigned is the duly appointed
and acting Secretary (or Assistant Secretary) of PHYSIOLOGIC REPS D/B/A
P.R.I., a corporation duly organized, validly existing and in good standing
under the laws of the State of California; 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 it is advisable and in the best interests and to the benefit
of this Corporation to guaranty the obligations of MEDICAL RESOURCES
MANAGEMENT, INC. D/B/A MRM, INC. ("Customer") to XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES INC. ("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 for and on behalf of
this Corporation to: (a) execute and deliver to MLBFS: (i) an Unconditional
Guaranty of the obligations of Customer, (ii) any other agreements,
instruments and documents required by MLBFS, including, without limitation,
any agreements, instruments and documents evidencing liens or security
interests on any of the property of this Corporation as collateral for said
Unconditional Guaranty and/or the obligations of Customer to MLBFS, and (iii)
any present or future amendments to any of the foregoing; all in such form as
such officer shall approve, as evidenced by his signature thereon; and (b) to
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 set forth therein; and all prior acts of said
officers in these premises are hereby ratified and confirmed; 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.
(Corporate Seal) -----------------------------------
Secretary
Printed Name:
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