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                                                                 EXHIBIT 24.2

                                   CERTIFICATE



         I, KENNETH J. WARREN, hereby certify that I am the duly elected
Secretary of PH Group Inc., an Ohio corporation (the "Corporation"), and do
further certify that the following resolution was duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on January 21,
1998, and that such resolution has not been amended or rescinded, and is in full
force and effect:

         " ...

         "RESOLVED, that each officer or director who may be required to execute
the Registration Statement (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 Charles T. Sherman 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 all amendments
thereto, and all other documents and instruments necessary or in connection
therewith, and to file the same with the SEC, which attorneys and agents shall
have the 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 and to all
intents and purposes as such officer or director might or could do in person;
 ..."

         Dated this 18th day of February, 1998.

                                                 /s/ Kenneth J. Warren
                                                 -----------------------------
                                                 Kenneth J. Warren