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                                                    							       Exhibit 24.2

                   				 SECRETARY'S CERTIFICATE

    I, Margaret A. Epperson, certify that I am the duly elected,
qualified and acting Secretary of Cooker Restaurant Corporation,
an Ohio corporation (the "Corporation"), that I am authorized
and empowered to execute this Certificate on behalf of the
Corporation with respect to the Annual Report on Form 10-K and
further certify that the following is a  true, complete and
correct copy of a resolution adopted by the Board of Directors
of the Corporation on January 25, 1999, which resolution has not
been amended, modified or rescinded:

    RESOLVED, that each officer and director who may be required
to execute an annual report on Form 10-K or any amendment or
supplement thereto (whether on behalf of the Corporation or as
an officer or director thereof or otherwise) be, and each of
them hereby is, authorized to execute a power of attorney
appointing G. Arthur Seelbinder and Phillip L. Pritchard and
each of them severally, his true and lawful attorneys and agents
to execute in his name, place and stead (in any such capacity)
said Form 10-K and all instruments or reports necessary or in
connection therewith, and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to
have the power to act with or without the other, to have full
power and authority to do and to perform in the name and on
behalf of each of said officers and directors, or both, as the
case may be, every act which is necessary or advisable to be
done as fully, and to all intents and purposes, as any such
officer or director might or could do in person.

    IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
April, 1999.

                          					       /s/ MARGARET A. EPPERSON
                         					       ------------------------
                           					    Margaret A. Epperson, Secretary