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                                                                     EXHIBIT 4.5


                           CERTIFICATE OF RESOLUTION

         Pursuant to MCLA Section 450.1302, the undersigned, Eric L. Cross,
does, by signing this document, hereby certify that the below is a Resolution
duly adopted by the Board of Directors of Maxco, Inc., establishing and
designating Series Six Preferred Stock of the Corporation and prescribing the
relative right thereof.

         Further, be advised that 27,000 shares of previously authorized but
unissued shares of Series Five Preferred Stock are hereby reclassified as
Preferred Stock which may be designated as Series Six Preferred Stock or any
other designation later established by the Board of Directors.

         NOW THEREFORE, be it resolved that the Board of Directors shall and
hereby does establish Series Six Preferred Stock of Maxco, Inc., having the
following rights, privileges and restrictions:

         A.       Series Six Preferred Stock.  Series Six Preferred Stock of
                  Maxco, Inc. shall be 20,000 shares with a face value of $160
                  per share.

         B.       Dividends.  The Corporation shall pay a Dividend upon such
                  Series Six Preferred Stock as follows:

                  1.       Such Dividend shall be equal to 10% per annum of the
                           face value of each share.

                  2.       The Corporation shall be obligated to declare a
                           Dividend each and every quarter if it shall then be
                           legally entitled to do so.

                  3.       If the Dividend set forth herein is not paid and if
                           such Dividend did not, under the circumstances, have
                           to be paid, then such Dividend shall be payable in
                           the next period when such Dividend legally can be
                           made.

                  4.       Should the surplus of said Corporation prior to any
                           Dividend Day be insufficient to pay the Dividend on
                           the Series Six Preferred Shares, such Dividend shall
                           be payable from future surplus, but without interest,
                           and no Dividend shall at any time be paid on the
                           Common Shares until the full amount of 10% per annum
                           up to such time and for the then current fiscal year
                           upon all of the Preferred Shares issued shall have
                           been paid or set apart.

         C.       Redemption. The Series Six preferred Shares are redeemable at
                  any time after the second anniversary of their issuance in
                  whole or in part, at the Company's option, at 100% of
                  principal amount plus a declining premium amount which shall
                  be equal to 5% until the third anniversary of issuance and
                  shall decline 1% annually thereafter to zero following the
                  seventh anniversary, and plus any accumulated and unpaid
                  Dividends to the date of redemption.
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                  Notice of the election of the Corporation to redeem all or a
                  portion of the Series Six Preferred Stock shall be given by
                  the Corporation by mailing a copy of such notice, not less
                  than 30 nor more than 90 days prior to the date designated
                  therein as the date for such redemption, to the holders of
                  record of the Series Six Preferred Stock to be redeemed,
                  addressed to them at their respective address appearing on the
                  books of the Corporation.

         D.       Voting.  Holders of the Series Six Preferred Shares shall be
                  entitled to 20 votes for each share of Series Six Preferred
                  Stock held.

         E.       Liquidation. In any event of dissolution of the Corporation,
                  the holders of Series Six Preferred Stock shall be entitled to
                  receive the face value of their shares, together with
                  accumulated dividends thereon to the date of payment, before
                  holders of the Common Shares shall be entitled to receive
                  anything thereon. Thereafter, the Series Six Preferred Stock
                  shall not be entitled to share in the assets of the
                  Corporation.

         F.       The Corporation has no obligation to register the Series Six
                  Preferred Shares under any federal or state security law or to
                  provide a prospectus for offer or transfer thereof by the
                  holders. The Series Six Preferred Shares will be restricted
                  securities within the meaning of the Securities Act of 1933,
                  and Rule 144 promulgated thereunder.

         Adopted this 11th day of January, 1999.

         Effective upon filing with the Michigan Department of Consumer and
Industry Services, - Corporation, Securities & Land Development Bureau.



                                                /s/ Eric L. Cross
                                                -------------------------------
                                                Eric L. Cross, Secretary