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                                                                    Exhibit 10.6

                             SECRETARY'S CERTIFICATE

     The undersigned, Shane Kerpan, Secretary of Aquatic Cellulose International
Corp., a Nevada corporation (the "Company"), in connection with the
authorization and issuance of Convertible Debentures in the aggregate principal
amount of Nine Hundred Thousand Dollars ($900,000) and Warrants to purchase an
aggregate of 900,000 shares of the Company's Common Stock, in accordance with
the Securities Purchase Agreement dated March 19, 2004, by and among the Company
and each of the purchasers set forth on the signature pages thereto (the
"Private Placement"), hereby certifies that:

     1. He is the duly appointed Secretary of the Company.

     2. Attached as Exhibit A hereto is a true and complete copy of the Articles
of Incorporation of the Company, as amended through the date hereof; no action
has been taken by the Company in contemplation of any amendment of said Articles
of Incorporation or any liquidation, dissolution, merger or consolidation of the
Company.

     3. Attached as Exhibit B hereto is a true and complete copy of the Bylaws
of the Company, as amended through the date hereof.

     4. Attached as Exhibit C hereto is a true and complete copy of the
resolutions duly adopted by the Board of Directors of the Company by unanimous
written consent on December 15, 2003; such resolutions remain in full force and
effect and have not been rescinded, modified or supplemented and no other
corporate resolutions have been adopted by the Company in connection with the
Private Placement.

     IN WITNESS WHEREOF, the undersigned has executed this Secretary's
Certificate as of the 19th day of March, 2004.


                                        /s/ Sheridan Westgarde
                                        ----------------------------------------
                                        Sheridan B. Westgarde
                                        Secretary

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                              OFFICER'S CERTIFICATE

     The undersigned, Sheridan B. Westgarde, President and Chief Executive
Officer of Aquatic Cellulose International Corp., a Nevada corporation (the
"Company"), in connection with the authorization and issuance of Convertible
Debentures in the aggregate principal amount of Nine Hundred Thousand Dollars
($900,000) and Warrants to purchase an aggregate of 900,000 shares of the
Company's Common Stock, in accordance with the Securities Purchase Agreement
dated March 19, 2004 by and among the Company and each of the purchasers set
forth on the signature pages thereto (the "Purchase Agreement"), hereby
certifies that:

     1. He is the duly appointed President and Chief Executive Officer of the
Company.

     2. The representations and warranties made by the Company in Section 3 of
the Purchase Agreement are true and correct in all material respects as of the
date of this Officer's Certificate. The capitalization of the Company described
in Section 3(c) of the Purchase Agreement has not changed as of the date hereof.

     3. As of the date hereof, the Company has satisfied and duly performed all
of the conditions and obligations specified in Section 7 of the Purchase
Agreement to be satisfied on or prior to the Closing Date (as defined in the
Purchase Agreement) or such conditions and obligations have been waived.

     4. The Company has complied with or, if compliance prior to Closing (as
defined in the Purchase Agreement) is not required, promptly following the
Closing the Company will comply with, the filing requirements in respect of this
transaction under (a) Regulation D under the Securities Act of 1933, as amended
(the "1933 Act") (and applicable Blue Sky regulations) and (b) the Securities
Exchange Act of 1934, as amended.

     5. There has been no adverse change in the business, affairs, prospects,
operations, properties, assets or condition of the Company since May 31, 2003,
the date of the Company's most recent audited financial statements delivered to
the Buyers (as defined in the Purchase Agreement), other than matters which
would not, individually or in the aggregate, have a Material Adverse Effect (as
defined in the Purchase Agreement).

     6. The Company is qualified as a foreign corporation in all jurisdictions
in which the Company owns or leases properties, or conducts any business except
where failure of the Company to be so qualified would not have a Material
Adverse Effect (as defined in the Purchase Agreement).

     IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate
as of the 19th day of March, 2004.


                                        /s/ Sheridan Westgarde
                                        ----------------------------------------
                                        Sheridan B. Westgarde President and
                                           Chief Executive Officer