CERTIFICATE
I, KEVIN L. NEILL, 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 September 26,
2000, and that such resolutions have not been amended or rescinded, and are in
full force and effect:
RESOLVED, that each officer or director who may be required to execute the
Registration Statement (whether on behalf of the Company or as an officer or
director thereof or by attesting the seal of the Company or otherwise) be, and
each of them hereby is, authorized to execute a Power of Attorney appointing
Richard P. Johnston and Thomas A. Schneider, as his true and lawful attorney and
agent to execute in his name, place and stead (in any capacity) the Registration
Statement and all amendments thereto, and all other documents and instruments
necessary or in connection therewith, to attest the seal of the Company thereof,
and to file the same with the SEC, which attorneys and agents shall have the
full power and authority to do and perform in the name of and on behalf of each
of said officers and directors, or both, as the case may be, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as such officer or director might or could do in person.
Dated this 6th day of October, 2000.
/s/ Kevin L. Neill
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Kevin L. Neill
