CERTIFICATE
                                          OF
                            EQUIDYNE SYSTEMS, INCORPORATED

                             PURSUANT TO SECTION 1103 OF
                        THE CALIFORNIA GENERAL CORPORATION LAW


               In connection with the merger (the "Merger") of ESI
          Acquisition Corporation, a California corporation (the
          "Corporation"), with and into Equidyne Systems, Incorporated, a
          California corporation and surviving corporation of the Merger
          ("ESI"), pursuant to an Agreement and Plan of Merger, dated as of
          March 27, 1998, by and among American Electromedics Corp., a
          Delaware corporation ("AEC"), the Corporation and ESI, Lawrence
          A. Petersen, President of ESI, and Paul A. Ghizzone, Secretary of
          ESI, hereby certify that:

          1.   One Million Six Hundred Twelve Thousand Five Hundred Sixty
          (1,612,560) shares of Common Stock, no par value per share, of
          ESI ("Voting Shares") were entitled to vote on the Merger.

          2.   The ESI shareholders approved the principal terms of the
          Merger by majority vote of the Voting Shares.

          3.   The percentage vote required for approval of the merger by
          the Voting Shares is over fifty percent.

               IN WITNESS WHEREOF, the undersigned have executed this
          certificate in their capacities as President and Secretary of ESI
          on this 12th day of May, 1998.

               We further declare under penalty of perjury under the laws
          of the State of California that the matters set forth in this
          certificate are true and correct of our own knowledge.


                                         /s/ Lawrence A. Petersen
                                        -------------------------------
                                        Lawrence A. Petersen, President



                                         /s/ Paul A. Ghizzone
                                        -------------------------------
                                        Paul A. Ghizzone, Secretary