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                                                                    Exhibit 24.2


                             SECRETARY'S CERTIFICATE

                   I, LEONARD R. PRANGE, hereby certify that I am a Secretary of
AMPERSAND MEDICAL CORPORATION, a Delaware corporation, and as such the official
custodian of its records and seal; that attached hereto is a true and correct
copy of resolutions which were adopted by the Board of Directors of the
Corporation at a meeting thereof duly held on May 24, 2001, at which a quorum
was present, as appears from records of the Corporation; and that such
resolutions have not been annulled, rescinded or amended in any manner and are
in full force and effect.

           IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of said
Corporation and affixed its Corporate seal this 24th day of May, 2001.

                                        /s/ Leonard R. Prange
                                        ----------------------------------------
                                        Leonard R. Prange, Secretary



           [Corporate Seal]
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     WHEREAS, the Corporation has entered into registration rights agreements
with certain stockholders (all of which are hereafter referred to as the
"Selling Stockholders") holding an aggregate of 37,768,473 shares of the
Company's common stock (the "Shares"), pursuant to which agreements the Company
is required to register such shares as the Selling Stockholders so request.

     NOW, THEREFORE, BE IT RESOLVED, that the Corporation cause to be
registered under the Securities Act of 1933, as amended, such number of Shares
as the Selling Stockholders shall request, and that the Corporation and its
officers and directors do or cause to be done all acts and things deemed
necessary to comply with said Act or any requirements of the Securities and
Exchange Commission (the "SEC") in respect thereof for the purpose of
registering the Shares of common stock under said Act, including the
preparation, execution and filing of an appropriate registration statement (the
"Registration Statement") and any and all amendments and exhibits thereto;

     FURTHER RESOLVED, that Leonard R. Prange is hereby designated as agent for
service of process to be named in the Registration Statement and to receive
notices and communications from the SEC in connection therewith;

     FURTHER RESOLVED, that the Chairman of the Board and the President of the
Corporation be and each is hereby authorized and empowered to execute powers
of attorney in such form as he shall deem appropriate, constituting and
appointing Peter R. Gombrich and Leonard R. Prange, with full power to each of
them to act alone, as the true and lawful attorneys and agents of the
Corporation and its officers, with full power of substitution and
resubstitution to each of said attorneys, to execute and file with the SEC, in
the name and on behalf of the Corporation and any such officer, the Registration
Statement and any amendments or exhibits thereto, and any and all other
documents as may be necessary or appropriate to comply with the Securities Act
of 1933, as amended, in connection with the registration of the Shares;

     FURTHER RESOLVED, that the Chairman of the Board and the President of the
Corporation, with full power to each of them to act alone, be and each is
hereby authorized to determine the jurisdictions in which appropriate action
shall be taken to qualify or register for sale all or such part of the Shares
as any such officer may deem advisable; that any such officer be and each is
hereby authorized to perform on behalf of the Corporation any and all such acts
as he may deem necessary or advisable in order to comply with the applicable
laws of any such jurisdictions, and in connection therewith to execute and file
all requisite papers and documents, including but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys for
service of process; that the execution by any such officer of any such paper or
document or the doing by them of any act in connection with the foregoing
matters shall conclusively establish his authority therefor from the
Corporation and the approval and
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ratification by the Corporation of the papers and documents so executed and the
actions so taken; and that any resolutions required to be adopted by any such
jurisdictions in connection with such registration or qualification of the
Shares shall be considered as adopted hereby;

     FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that its securities be qualified or registered for sale in various
states; that the Chairman of the Board or President and the Secretary or an
Assistant Secretary hereby are authorized to determine the states in which
appropriate action shall be taken to qualify or register for sale all or such
part of the securities of the Corporation as said officers may deem advisable;
that said officers are hereby authorized to perform on behalf of the
Corporation any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the action so taken.



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