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EXHIBIT 24.2
THERMO ELECTRON CORPORATION
CERTIFICATE OF SECRETARY
I, Sandra L. Lambert, Secretary of Thermo Electron Corporation, a
Delaware corporation, do hereby certify that attached hereto as Exhibit A are
true, correct and complete copies of resolutions adopted by Thermo Electron's
Board of Directors on October 19, 1999, each of which are in full force and
effect on the date hereof. In the attached resolutions, Thermo Electron
Corporation is referred to as "the Corporation."
IN WITNESS WHEREOF, I have hereunto set my hand as of this 31st day of
March, 2000.
/S/ SANDRA L. LAMBERT
Sandra L. Lambert
Secretary
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EXHIBIT A
RESOLVED, that jointly with Thermo TerraTech, the officers of the
Corporation are authorized to prepare and file with the Securities
and Exchange Commission (the "SEC") a Registration Statement on
Form S-4 containing a Proxy Statement-Prospectus in connection
with a Special Meeting of Thermo TerraTech stockholders to be
called to adopt the Merger Agreement (the "Registration
Statement"); and
RESOLVED, that the proposed Registration Statement is in all respects
approved; and that the directors and officers of the Corporation
are authorized, in the name and on behalf of the Corporation, to
execute and file such Registration Statement, with such changes
therein as the persons executing the same may approve, such
execution to be conclusive evidence of such approval and of the
authorization hereby, and to execute any and all amendments
thereto, including post-effective amendments, as they, on the
advice of the Corporation's accountants and counsel, may deem
necessary or desirable; and
RESOLVED, that Theo Melas-Kyriazi, Paul F. Kelleher, Seth H. Hoogasian,
Sandra L. Lambert, Kenneth J. Apicerno and each of them alone, are
hereby designated as attorneys-in-fact of the Corporation, with
full power of substitution, having the authority to execute and
file, for and in the name of the Corporation, any amendment or
amendments to the Registration Statement, and that any officer of
the Corporation be and hereby is authorized to execute and deliver
appropriate powers of attorney reflecting such authorization if
the same is required by the SEC or any other party.
