[EXHIBIT 10.20]

                     SECRETARY'S CERTIFICATE


     The undersigned, [          ], Secretary of Med Gen, Inc., a
Nevada corporation (the "Company"), in connection with the
authorization and issuance of 8% Callable Secured Convertible
Notes in the aggregate principal amount of One Million Five
Hundred Forty Thousand Dollars ($1,540,000) and Warrants to
purchase an aggregate of 1,540,000 shares of the Company's Common
Stock, in accordance with the Securities Purchase Agreement dated
March 30, 2005, 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 March__, 2005; 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rescinded, modified or supplemented and no other corporate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 _____ day of March, 2005.



                                   _______________________________
                                   [               ]
                                   Secretary





                      OFFICER'S CERTIFICATE


     The undersigned, Paul B. Kravitz, Chief Executive Officer of
Med Gen, Inc., a Nevada corporation (the "Company"), in
connection with the authorization and issuance of 8% Callable
Secured Convertible Notes in the aggregate principal amount of
One Million Five Hundred Forty Thousand Dollars ($1,540,000) and
Warrants to purchase an aggregate of 1,540,000 shares of the
Company's Common Stock, in accordance with the Securities
Purchase Agreement dated March 30, 2005 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 December 30, 2004, 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 ____ day of March, 2005.



                                   _________________________________
                                   Paul B. Kravitz
                                   Chief Executive Officer