Bank of America                                                   CERTIFICATE OF
                                                           CORPORATE RESOLUTIONS

                                    Borrowing

Resolutions of the Board of Directors of:

Name and Address of Company

Bundy American Corporation, Inc.
10324 South Dolfield Drive
Owings Mills, Maryland 21117

                  (hereinafter "Company")

Authorizing borrowing from:

Name and Address of Bank

Commercial Banking
10 Light Street
Baltimore, Maryland 21202

                  (hereinafter "Bank")

Type of Company

*  Corporation


I certify  that I am the keeper of the  records  and  minutes of meetings of the
Board of Directors of Company,  a  corporation  chartered  under the laws of the
State of Maryland,  whose correct  corporate  name and address are stated above,
and that on Dec 16,  1999,  a meeting of the Board of  Directors  of Company was
held in  accordance  with law and the  by-laws  of  Company,  that a  quorum  of
directors  was present,  or (if the date was not completed  above  pursuant to a
written  consent  signed  by all the  members  of the Board of  Directors),  the
following  resolutions  were duly and legally  passed and have not been revoked,
altered or amended:

"Resolved,  that  Company  is  authorized  to  borrow  from and to  incur  other
obligations  to Bank of every kind,  without  limit as to the amount and at such
rates of interest and upon such other terms and  conditions  as Company and Bank
shall agree to,  including but not limited to the execution of applications  for
letters of  credit,  currency  exchange contracts,  and  interest  rate exchange
<PAGE>
agreements,  which  shall  include  all such acts,  transactions  or  agreements
undertaken  by any  officer  of Company  prior to the date of these  Resolutions
("Obligations"),  including any and all renewals, modifications or extensions of
indebtedness  owned by Company to Bank;  and to secure the same by  creation  of
liens,  security interest,  or other encumbrances on all or any real or personal
property  of  Company;  and in  connection  therewith  to issue  notes and other
evidences of Obligations  and to make and execute  agreements with Bank securing
or otherwise pertaining to Obligations,  including security agreement,  deeds of
trust or  mortgages,  pledge  agreements,  assignments  and any other  agreement
securing or pertaining to Obligations;  to assign or discount to Bank commercial
paper, chattel paper, rents, leases,  accounts, and other assets of Company upon
such terms and with such  agreement as Bank and Company  shall agree to; to make
endorsements or guaranties in connection with all of the foregoing; and to renew
and extend all of the  foregoing;  and that any 1 of the  following  persons are
authorized  to act in the name and  behalf of  Company  in  connection  with any
matters under the Resolution;

                      Names of People Authorized to Borrow

Kenneth Blum Jr.
Mitra Ghahramanlou

"Resolved, that Bank is authorized and directed,  without limitation or inquiry,
irrespective of the circumstances, to honor and carry out all orders, directions
or  instructions of the above named persons as to the disposition of any amounts
borrowed or credit  obtained on behalf of Company  hereunder,  and Bank shall be
under no  obligation  or  liability  for the use or  disposition  of any amounts
borrowed or credit  obtained,  and further that Company shall indemnify and hold
harmless Bank from any claim, loss, cost,  damage,  liability or expense arising
out of its acting on these Resolutions;"

"Resolved,  that the authority  herein given to all of said persons shall remain
irrevocable as far as Bank is concerned until Bank is notified in writing of the
revocation of such authority;  and shall have acknowledged in writing receipt of
such notification;"

"Resolved, that any such note or instrument, loan agreement, security agreement,
deed of trust, promissory note, guaranty, certificate, assignment, instrument or
document securing or pertaining to indebtedness to which the above named persons
are  authorized  to  execute  on behalf  of the  Company,  may  CONTAIN A CLAUSE
PROVIDING FOR CONFESSION OF JUDGEMENT OR ARBITRATION;"
<PAGE>


I further certify that the signatures below are the signatures of the designated
officers  of  Company  and of the  persons  authorized  to  borrow  money by the
foregoing resolutions.

                Signatures/Titles of People Authorized to Borrow


-------------------        ------------------
President                       Treasurer               Title:
                                                               -----------------

-------------------
       CAO                 Title:                       Title:
                                 ----------------              -----------------


-------------------
Secretary                  Title:                       Title:
                                 ----------------              -----------------

*Complete "Title" as "Authorized Signer" if no other title.

Witness Whereof, I have hereunto set my hand as Secretary of Company,  this 29th
day of March, 2000.



                                                 -------------------------------
[CORPORATE SEAL]                                 Secretary