Exhibit 24.2


                                   CERTIFICATE

     I, KENNETH J. WARREN,  hereby certify that I am the duly elected  Secretary
of Royal Precision,  Inc., a Delaware  corporation (the  "Corporation"),  and do
further certify that the following resolutions were duly adopted by the Board of
Directors of the  Corporation at a meeting duly called and held on May 30, 2001,
and that such  resolutions  have not been amended or rescinded,  and are in full
force and effect:

     RESOLVED,  that each officer and director who may be required to execute an
annual report on Form 10-K or any amendment or  supplement  thereto  (whether on
behalf of the Company or as an officer or director thereof or otherwise) be, and
each of them hereby is,  authorized  to execute a power of  attorney  appointing
Richard P. Johnston and Thomas A. Schneider and each of them severally, his true
and lawful  attorneys and agents to execute in his name, place and stead (in any
such  capacity) said Form 10-K and all  instruments  or reports  necessary or in
connection  therewith,  and to file the same with the  Securities  and  Exchange
Commission,  each of said  attorneys and agents to have the power to act with or
without the other,  to have full power and authority to do and to perform in the
name and on behalf of each of said officers and directors,  or both, as the case
may be, every act which is  necessary  or advisable to be done as fully,  and to
all intents and purposes,  as any such officer or director  might or could do in
person; and further ....

     Dated this 1st day of August, 2001.


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