CERTIFICATE OF RESOLUTION
                         AND CERTIFICATION OF INCUMBENCY

      The undersigned, having been duly elected and serving as Vice President of
Waste Technology Corp., a Delaware corporation (the "Corporation"), hereby
certifies as follows:

      1. At a duly called meeting of the board of directors of the Corporation
held pursuant to legal notice requirements, at which a quorum was present and
acting throughout, the board adopted a Resolution authorizing the sale of
substantially all of the assets of the Corporation' wholly owned subsidiary
International Press and Shear Corp. ("IPSC"), a Georgia corporation, located at
and associated with the operation of the IPSC's facility at 306 Frost Industrial
Boulevard, Baxley, Georgia, in accordance with the terms of that certain Asset
Purchase and Sale Agreement dated as of December 10, 1999 between IPSC as
Seller and IPS Balers Inc. as Buyer (the "Agreement").

      2. The said Resolution was validly adopted, is within the power of the
directors of the Corporation, does not or has received any required shareholder
approval, has not been rescinded or modified, and remains in full force and
effect.

      3. The CEO of the Corporation is authorized to execute any documents
necessary to effectuate the sale of said assets to IPS Balers Inc. in accordance
with the terms of the Agreement.

      4. Set forth hereinbelow is the genuine signature of the said authorized
officer of the Corporation.

      Name                     Office               Signature

  Ted C. Flood                  CEO             /s/ Ted C. Flood
                                                ----------------

      5. The Corporation is validly existing and in good standing in the state
of its incorporation and in the state of Florida.

      SO CERTIFIED, this 10th day of December, 1999.

                                          /s/ Morton S. Robson
                                          -------------------------------
                                          Morton S. Robson, Vice President
                                          Waste Technology Corp.

                                                                (CORPORATE SEAL)