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                                                                    Exhibit 24.2


                            SECRETARY'S CERTIFICATE


    I, Robert S. Schwartz, certify that I am the duly elected, qualified and
acting Assistant 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 a Registration
Statement of the Corporation 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the Corporation, which resolution has not been amended, modified or rescinded:

       RESOLVED, that each officer and director of the Corporation who may be
required to execute the Registration Statement or any amendments 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, each with
full power of substitution and resubstitution, as his or her true and lawful
attorney and agent to execute in his or her name, place and stead (in any
capacity) the Registration Statement and any and all amendments thereto and any
other documents or instruments necessary in connection therewith, with full
power and authority to do and perform, in the name of and on behalf of each of
said officers and directors, or both, as the case may be, every act whatsoever
necessary or advisable to be done in the premises as fully as such officer or
director would do in person; and further

    IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of April,
1996.


                                         /s/ Robert S. Schwartz
                                         ---------------------------------------
                                         Robert S. Schwartz, Assistant Secretary