OFFICERS CERTIFICATE
                                          of
                             ESI ACQUISITION CORPORATION
                               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, Thomas A.
          Slamecka, President of the Corporation, and Michael T. Pieniazek,
          Secretary of the Corporation,  hereby certify that:

          1.   One Thousand (1,000) shares of Common Stock, $.10 par value
               per share, of the Corporation ("Voting Shares") were
               entitled to vote on the Merger.

          2.   The vote of a majority of the shares of the Corporation was
               required for the approval of the Merger.

          3.   AEC, the sole stockholder of the Corporation, approved the
               principal terms of the Merger by unanimous vote of the
               Voting Shares.

          4.   No vote of the stockholders of AEC was required in
               connection with the Merger.

                    IN WITNESS WHEREOF, the undersigned has executed this
          certificate in his capacity as President of the Corporation on
          this 28th day of May, 1998.


                                               /s/ Thomas A. Slamecka
                                             ----------------------------
                                             Thomas A. Slamecka, 
                                             President


                                               /s/ Michael T. Pieniazek
                                             ----------------------------
                                             Michael T. Pieniazek,
                                             Secretary

          The above-named officers certify, under penalty of perjury, that
          the statements contained in this certificate are, to the best of
          their knowledge true, complete and correct. This Certificate was
          executed in several counterparts in Mossy Pointe, Georgia and
          Amherst, New Hampshire.


                                               /s/ Thomas A. Slamecka
                                             ----------------------------
                                             Thomas A. Slamecka


                                               /s/ Michael T. Pieniazek
                                             ----------------------------
                                             Michael T. Pieniazek