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                                                                    EXHIBIT 24.2


         I, Donald E. Frederick, do hereby certify that the following resolution
was duly adopted by the Board of Directors of ADFlex Solutions, Inc. at a duly
convened meeting on October 21, 1997, and that such resolution is in full force
and effect and has not been amended or modified.

         FURTHER RESOLVED, that each officer and director of the Corporation who
may be required to execute the S-3 Registration Statement is hereby authorized
and directed to execute a special power of attorney appointing Rolando C.
Esteverena, Donald E. Frederick and R. Charles Furniss each as the officer's or
director's true and lawful attorney and agent, with the limited authority to
sign as a director and/or officer the S-3 Registration Statement, and any and
all amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the SEC, the National Association of
Securities Dealers ("NASD") and such other governmental authorities or
self-regulatory organizations as they deem necessary or advisable.


         Dated: October 21, 1997
                                                /s/ Donald E. Frederick
                                                -------------------------------
                                                Donald E. Frederick, Secretary
