CERTIFICATE

      I, the undersigned Secretary of the Board of Trustees of the University of Kentucky,
certify that the foregoing is a true and correct copy of a Resolution passed at a duly convened
meeting of the Board of Trustees of the University of Kentucky held on the 6th day of May,
1997, at which a quorum was present, and that said Resolution has not been amended, modified,
revoked or repealed and is now in full force and effect, all as appears from the official records
of the Board of Trustees of the University of Kentucky in my custody and under my control.

      Witness my hand as Secretary of the Board of Trustees of the University of Kentucky this
  6  i    dav of     v  -             1997.




                                                                   Secretary