1
                                                                    EXHIBIT 24.2

                            CERTIFICATE OF SECRETARY

                                October 1, 1996

                                TSX CORPORATION

         THE UNDERSIGNED HEREBY CERTIFIES, on behalf of TSX Corporation, a
Nevada corporation (the "Company"), that provided below is a true and complete
copy of the resolution regarding power of attorney duly adopted by the Board of
Directors of the Company on July 25, 1996.  Such resolution has not been
subsequently modified, revoked, repealed or otherwise amended and is in full
force and effect in the form adopted as of the date thereof.

                 RESOLVED, that William H. Lambert, Chairman, President and
         Chief Executive Officer, and Harold C. Tamburro, Vice-President and
         Chief Financial Officer, or either one of them, be, and each of them
         hereby is duly authorized and empowered to sign any and all amendments
         and post-effective amendments to the Registration Statement as duly
         authorized attorneys or attorney for the Corporation or any officer of
         the Corporation required by the Rules and Regulations of the
         Securities and Exchange Commission to sign the Registration Statement
         (whether on behalf of the Corporation or as an officer or otherwise)
         pursuant to the form of written Power of Attorney set forth in the
         Registration Statement, which form of Power of Attorney is hereby
         approved.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 1st day of October, 1996.


                                        \s\ Harold C. Tamburro                 
                                        ---------------------------------------
                                        Harold C. Tamburro, Secretary