Page  9 of  9 Pages
                                                            --------------------


                           SECRETARY'S CERTIFICATE



          I, Charlene R. Herzer, a duly elected and acting Assistant Secretary
of Morgan Stanley Asset Management Holdings Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), certify
that the following resolutions were duly and validly adopted by a Consent in
Lieu of a Meeting of the Board of Directors of the Corporation dated as of
August 19, 1997 and that resolutions are in full force and effect on the date
hereof:

          RESOLVED,  that the  resolutions  adopted by the Board of Directors of
     the  Corporation as of June 3, 1996 relating to the authorized  signatories
     of Miller  Anderson & Sherrerd,  LLP ("Miller  Anderson") are superseded by
     the following resolutions; and

          RESOLVED  FURTHER,  that the  Corporation,  as sole general partner of
     Miller  Anderson,  authorizes  the following  individuals to enter into and
     execute all agreements and other documents on behalf of Miller Anderson:
                     
                     Arden C. Armstrong
                     Glenn E. Becker
                     Thomas L. Bennett
                     John D. Connolly
                     Kenneth B. Dunn
                     Stephen E. Esser
                     Paul A. Frick
                     J. David Germany
                     Robert L. Hagin
                     Ellen D. Harvey
                     Nicholas J. Kovich
                     Steven K. Kreider
                     Robert Marcin
                     Mary Ann Milias
                     Scott F. Richard
                     James D. Schmid
                     Gary Schlarbaum
                     Lorraine Truten
                     Horacio Valerias
                     Marna C. Whittington
                     Richard B. Worley
                     
          RESOLVED  FURTHER,  that any and all actions taken and all  agreements
     and other documents executed on behalf of Miller Anderson prior to the date
     hereof by any of the persons listed about are ratified and approved.

          RESOLVED FURTHER,  that any and all actions to be taken,  caused to be
     taken or heretofore  taken by any officer of the  Corporation  in executing
     any and all documents,  agreements,  and  instruments and in taking any and
     all steps (including the payment of all expenses) deemed by such officer as
     necessary  or  desireable  to carry out the  intents  and  purposes  of the
     foregoing resolutions are authorized, ratified, and confirmed.

          IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal
of the Corporation as of the 20th day of August, 1997.


                                             /s/ CHARLENE R. HERZER
                                             ----------------------
                                             CHARLENE R. HERZER
                                             ASSISTANT SECRETARY