ACADIA NATIONAL HEALTH SYSTEMS, INC.

Board of Directors' Resolution Authorizing
Borrowing from a Bank and the Establishment
of a Line of Credit

     Pursuant to the provisions of the Colorado Business Corporation Act, the 
undersigned, being all of the Directors of ACADIA NATIONAL HEALTH SYSTEMS, 
INC. (hereinafter referred to as "ACADIA" or the "Corporation") do hereby 
waive any and all notice that may be required to be given with respect to a 
meeting of the Directors of the Corporation and do hereby unanimously take, 
ratify, confirm and approve the following action, as of July 24, 1997:

     WHEREAS, this Corporation is in need of funds for its corporate purposes 
and the officers of this Corporation have arranged for financial 
accommodations from NORTHEAST BANK FSB (hereinafter referred to as the 
"Bank"), whose address is 232 Center Street, Auburn, ME  04210, upon terms and 
conditions satisfactory to such officers and to this Board.

     RESOLVED: That this Corporation borrow from the Bank funds up to but not 
exceeding the principal amount of One Hundred Thousand Dollars ($100,000) and 
establish a lines of credit from the Bank up to but not exceeding Four Hundred 
Thousand Dollars ($400,000) and Two Hundred Fifty Thousand Dollars ($250,000), 
respectively (hereinafter referred to as the "Loan" or "Loans"), and that the 
Chief Executive Officer or Treasurer of the Corporation be and such officers 
are hereby authorized and empowered in the name of and on behalf of the 
Corporation (a) to execute, acknowledge and deliver to the Bank the promissory 
note or notes or other instruments of this Corporation evidencing any such 
Loan or Loans or any extensions or renewals thereof, maturing upon such date 
or dates, bearing interest at such rate or rates, in such form, and containing 
such terms and conditions as may be agreed upon by the Bank and said officers, 
the execution, acknowledgment and delivery of any such promissory note or 
notes or other instruments by such corporate officers to be conclusive 
evidence of such agreement.

     RESOLVED: That said officers be and they are hereby authorized and 
empowered in the name of and on behalf of this Corporation to execute, 
acknowledge and deliver to the Bank a Loan Agreement, a Security Agreement and 
a Collateral Assignment of Company Assets in connection with such Loan or 
Loans containing such terms, conditions, covenants and agreements of this 
Corporation as may be agreed upon by the Bank and said officers, the 
execution, acknowledgment and delivery of any such security agreement by such 
corporate officers to be conclusive evidence of such agreement.



     RESOLVED: That for action of the Bank in reliance thereon, the
Secretary of this Corporation be and is hereby authorized and empowered to 
certify to the Bank a copy of these resolutions and that the Bank may consider 
such officers to continue in office and these resolutions to remain in full 
force and effect until written notice to the contrary shall be received by an 
officer of the Bank.

     RESOLVED: That the Chief Executive Officer of the Corporation be and is 
hereby authorized and directed in the name of the Corporation and upon its 
behalf to accept the Loan Documents and to execute, acknowledge, and deliver 
the acceptance by the Corporation of such Loan Documents.

     RESOLVED, that all other actions taken by the officers of the Corporation 
since the date of the last Annual Minutes of the Board of Directors are hereby 
ratified, approved and confirmed.


     IN WITNESS WHEREOF, the undersigned Directors have evidenced their 
approval of the above proceedings as of the date first above mentioned.


                                   
                                        ________________________________
                                        PAUL W. CHUTE,
                                        Chairman


                                        ________________________________
                                        JACQUELYN J. MAGNO,
                                        Secretary

DATED: July 24, 1997