CORPORATE RESOLUTION OF
MEDICAL TECHNOLOGIES SYSTEMS, INC.
I, the undersigned secretary or assistant secretary of Medical Technologies
Systems, Inc. (the "Corporation"), hereby certify the Corporation is organized
and existing under and by virtue of the laws of the State of Florida as a
corporation for profit, with its principal office at 12920 Automobile Blvd.,
Clearwater, Florida, and is duly authorized to transact business in the State of
Florida.
I further certify that at a meeting of the Directors of the Corporation was
duly called and held on June 28, 2000 at 2:00 p.m. at the offices of the
Corporation at 12920 Automobile Blvd., Clearwater, Florida, at which a quorum
was present and by voting, or by other duly authorized corporate action in lieu
of a meeting, the following resolutions were adopted:
Be it resolved that any one of the following named officers, employees or
agents of this Corporation:
Name Position
--------------- ----------
Todd Siegel President
Michael Conroy Secretary
acting for or on behalf of the Corporation are authorized and empowered:
To execute a version of the Second Amendment to Second Amended and Restated
Loan and Security Agreement (the "Agreement") between the Corporation and
SouthTrust Bank in a form substantially similar to the agreement presented to
the Directors on June 28, 2000 but containing changes to certain provisions of
the Agreement relating to the payment of excess cash flow to SouthTrust Bank and
the restrictions on new business as may be negotiated between the Corporation
and SouthTrust Bank prior to execution of the Agreement.
I further certify that the officer, employee or agent named above is duly
elected, appointed or employed by or for the Corporation, as the case may be,
and occupies the position set opposite the name; that the foregoing Resolutions
now stands of record on the books of the Corporation; and that the Resolutions
are in full force and effect and have not been modified or revoked in any manner
whatsoever. The corporate seal is affixed to this certificate.
In testimony whereof, I have hereto set my hand on July 6, 2000.
Certified and attested to by:
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