CORPORATE RESOLUTION

ROTHERWOOD CORPORATION
Name of Corporation

625 ADAMS ST             KANSAS CITY, KS  66105-1402
Address                       City & State

     I, the undersigned, hereby certify to the MARK TWAIN KANSAS
CITY BANK  SHAWNEE, KANSAS, hereinafter referred to as "Bank",
that I am the  Secretary of ROTHERWOOD CORPORATION a corporation
duly organized and existing under the laws of the State of
MINNESOTA  that the following is a true copy of resolutions duly
adopted by the Board of Directors of said Corporation at a
meeting duly held at the corporate offices on the 3RD   day of 
FEBRUARY, 1997, at which a quorum was present throughout; and
that such resolutions have not been rescinded or modified.

     WHEREAS, from time to time this corporation is in need of
funds for its corporate purposes; and

     WHEREAS, the officers have arranged with the MARK TWAIN
KANSAS CITY BANK SHAWNEE, KANSAS    for said Bank to make funds
available to this corporation upon execution and delivery by
authorized officers of written evidence of such loan or advance,
with or without the pledging of corporate assets, all in form and
substance satisfactory to said Bank;

     NOW, THEREFORE BE IT RESOLVED, that any ONE   of the listed
officers of this corporation is/are hereby authorized to borrow
from time to time on account of this Corporation from said Bank
upon such terms as said officers shall deem desirable, and to
make and deliver notes, secured or unsecured, drafts,
acceptances, agreements or obligations of this Corporation
therefor and as security for any and all obligations of this
Corporation to said Bank, now or hereafter existing, to pledge or
assign and deliver upon such terms as said officers may deem
desirable, stocks, bonds, bills receivable, accounts,
merchandise, bills of lading, warehouse receipts, mortgages,
insurance policies, certificates, negotiable paper, and any other
property held by or belonging to the Corporation with full
authority to endorse, assign and guarantee the same on behalf of
the Corporation; to discount any bills receivable or any paper
held or owned by the Corporation, with full power to endorse the
same in the name of the Corporation; and to execute and deliver
all instruments required by the Bank in connection with any of
the foregoing; and

     FURTHER RESOLVED, that the Secretary or Assistant Secretary
of this Corporation shall certify to said Bank the names of the
persons who are at present the duly elected, and qualified
officers of the Corporation and shall from time to time
hereafter, as changes in the personnel of said officers are made,
immediately certify such changes to the Bank, and said Bank shall
be fully protected in relying on such certifications of the
Secretary or Assistant Secretary and shall be indemnified and
saved harmless from any claims, demands, expenses, loss or damage
resulting from, or growing out of, honoring the signature of any
officer so certified, or refusing to honor any signature not so
certified; and

     FURTHER RESOLVED, that the foregoing resolutions shall
remain in full force and effect until written notice of their
amendment or recision shall have been received by said Bank, and
that receipt of such notice shall not effect any action taken by
the Bank prior thereto; and

     FURTHER RESOLVED, that the Secretary or Assistant Secretary
be, and hereby is, authorized and directed to certify these
resolutions to said Bank, and that the provisions thereof are in
conformity with the Charter and the By-Laws of this Corporation.

     I FURTHER CERTIFY that the following are the names and
official signatures of the present officers and authorized agents
of this corporation.

     NAME           OFFICER                  SIGNATURE

_______________     PRESIDENT

_______________     VICE PRESIDENT 

_______________     VICE PRESIDENT 

_______________     TREASURER 

_______________     SECRETARY           /s/  Sandra J. Caughey

_______________     ASS'T SECRETARY

_______________     ASS'T TREASURER

     IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the Seal for the Corporation this 3RD day of FEBRUARY,
1997.


(Corporate seal)                   /s/  Sandra J. Caughey
                              SECRETARY OF SAID CORPORATION

I ALSO HEREBY CERTIFY TO THE BANK THE FOREGOING.


                                   /s/  James R. Zicarelli
                              PRESIDENT OF SAID CORPORATION

Note:     In case the certifying officer is authorized to act,
          either individually or jointly with another officer,
          this certificate must also be signed by a second
          officer, preferably one not so authorized.