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                           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
February 4, 1997 and that resolutions are in full force and effect on the date
hereof:

          RESOLVED, that Harold J. Schaaff, Jr. and Donald P. Ryan are each
    authorized to sign on behalf of (i) Morgan Stanley Asset Management
    Holdings Inc. (the "Corporation"), as the sole general partner of Miller
    Anderson & Sherrerd, LLP (the "LLP"), and (ii) the LLP any reports to be
    filed under Section 13 and Section 16 of the Securities Exchange Act of 
    1934, as amended, and the rules and regulations thereunder, with the 
    Securities and Exchange Commission, each such authorization to cease 
    automatically upon such individual's termination of employment with any 
    affiliate of the Corporation; and 

          RESOLVED FURTHER, that all prior actions taken by Harold J. Schaaff,
    Jr. and Donald P. Ryan that are within the authority conferred by the
    foregoing resolution are approved, ratified and confirmed in all respects;
    and

          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 desirable 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 11th day of February, 1997.


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


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