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 24, 2000, 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rescinded: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 Henry R. Hillenmeyer
     and Mark W. Mikosz 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 executed this Power of Attorney this 28th
day of March, 2001.


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