CERTIFICATE
I, KENNETH J. WARREN, hereby certify that I am the duly elected Secretary
of Royal Precision, Inc., a Delaware corporation (the "Corporation"), and do
further certify that the following resolutions were duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on May 25, 2000,
and that such resolutions have not been amended or rescinded, and are in full
force and effect:
RESOLVED, that each officer and director who may be required to execute an
annual report on Form 10-K or any amendment or supplement thereto (whether on
behalf of the Company or as an officer or director thereof or otherwise) be, and
each of them hereby is, authorized to execute a power of attorney appointing
Richard P. Johnston and Thomas Schneider and each of them severally, his true
and lawful attorneys and agents to execute in his name, place and stead (in any
such capacity) said Form 10-K and all instruments or reports necessary or in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the other, to have full power and authority to do and to perform in the
name and on behalf of each of said officers and directors, or both, as the case
may be, every act which is necessary or advisable to be done as fully, and to
all intents and purposes, as any such officer or director might or could do in
person.
Dated this 5th day of June, 2000.
/s/ Kenneth J. Warren
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Kenneth J. Warren
