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EXHIBIT 10.48
CERTIFICATION OF RESOLUTION OF CORPORATION
AUTHORITY TO BORROW AND PLEDGE COLLATERAL
I hereby certify that I am the duly elected and qualified Treasurer and
keeper of the records and corporate seal of M.E.G. Equipment Sales of Florida,
Inc., a Florida corporation (the "Corporation"), and that the following is a
true and complete copy of a resolution duly adopted at a meeting of the Board
of Directors of the Corporation, held on June 22, 1995 in accordance with law,
and the by-laws of the Corporation, and that such resolution is still in full
force and effect and shall remain in full force and effect until Standard
Federal Bank is notified, in writing, as hereinafter
provided.
"RESOLVED, That the persons whose names, titles and signatures appear
below, all of whom are presently officers of this corporation ("Officer(s)"),
or any one of them, are hereby authorized for and on behalf of this corporation
to negotiate and procure loans and other financial accommodations from or
assume indebtedness to Standard Federal Bank, a federal savings bank ("Standard
Federal"), from time to time as they may deem necessary, to grant mortgages
upon and security interests in and to pledge to Standard Federal at any time
the receivables, stocks, bonds, other personal property, life insurance, or any
real property of this corporation as security for any such loans, financial
accommodations or assumptions of indebtedness, to discount with Standard
Federal bills receivable and any other paper held by this corporation without
limit as to amount and to sign all notes and other evidences of such loans,
financial accommodations or assumptions of indebtedness, all instruments of
pledge, assignment or lien, and to endorse and transfer all paper discounted.
"RESOLVED FURTHER, that Standard Federal is hereby authorized and directed
to pay the proceeds of any such loan, financial accommodation, assumption of
indebtedness or discount as directed by the Officers signing such instruments,
whether or not payable to the order of any Officer so signing, and whether or
not such proceeds are deposited to the individual credit of the Officers so
signing, or to the individual credit of any of the other Officers.
"RESOLVED FURTHER, Standard Federal shall be fully protected in
relying on a certification of these resolutions by an officer of this
corporation, and shall be indemnified for any claims, expenses, or loss
resulting from the honoring of any signature hereby certified, or refusing to
honor any signature not so certified. Notwithstanding any modification or
termination of the power of any Officer or other person to represent the
corporation, and notwithstanding any other notice thereof Standard Federal may
receive, these resolutions shall continue in force and bind this corporation or
its successors, and Standard Federal may recognize the present Officers of this
corporation as set forth below, as authorized to act for it hereunder, until
Standard Federal receives
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notice to the contrary either by first class mail addressed to: Standard
Federal Bank, Commercial Loan Department, 2600 West Big Beaver Road, Troy,
Michigan 48084, or by actual delivery to Standard Federal Bank, Commercial Loan
Department. Receipt of such notice shall not affect any action taken by
Standard Federal prior thereto.
TITLE NAME SIGNATURE
President
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Vice President
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Secretary
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Treasurer E. James Zabinski
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Chairman of
the Board
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I further certify that the above resolutions contain the titles, names and
genuine signatures of the present Officers of the Corporation authorized by the
above resolution.
IN WITNESS WHEREOF, I E. James Zabinski have hereunto subscribed my name
as Treasurer and have affixed the seal of this Corporation on June 22, 1995.
CORPORATE
SEAL
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(Secretary or Other
Certifying Officer)
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