EXHIBIT 24.2


                             SECRETARY'S CERTIFICATE

     I, PETER P. GOMBRICH, hereby certify that I am acting Secretary of
MOLECULAR DIAGNOSTICS, INC., a Delaware corporation (the "Corporation"), and as
such the official custodian of its records and seal, that attached hereto is a
true and correct copy of resolutions which were adopted by the Board of
Directors of the Corporation; and that such resolutions have not been annulled,
rescinded or amended in any manner and are in full force and effect.

     IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of said
Corporation and affixed its Corporate seal this 19th day of September, 2002.


                                      /s/ Peter P. Gombrich
                                       --------------------------------------
                                       Peter P. Gombrich, Chief Executive
                                       Officer and acting Secretary




               UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
                                       OF
                           MOLECULAR DIAGNOSTICS, INC.


     WHEREAS, Molecular Diagnostics, Inc. (the "Corporation") has entered into
registration rights agreements with holders of preferred stock, par value $0.001
per share, convertible promissory notes, warrants and options (the "Securities")
(all of whom are hereafter referred to as the "Selling Stockholders"), pursuant
to which the Corporation is required to register 5,945,000 shares of common
stock, par value $0.001 (the "Shares").

     NOW, THEREFORE, BE IT RESOLVED, that the Corporation cause to be registered
under the Securities Act of 1933, as amended (the "Securities Act"), the Shares
held by the Selling Stockholders holding an aggregate 5,945,000 shares of Common
Stock, and that the Corporation and its officers and directors do or cause to be
done all acts and things deemed necessary to comply with the Securities Act or
any requirements of the Securities and Exchange Commission (the "SEC") in
respect thereof for the purpose of registering the Shares under the Securities
Act, including the preparation, execution and filing of an appropriate
registration statement (the "Registration Statement") and any and all amendments
and exhibits thereto;

     FURTHER RESOLVED, that Peter P. Gombrich is hereby designated as agent for
service of process to be named in the Registration Statement and to receive
notices and communications from the SEC in connection therewith;

     FURTHER RESOLVED, that the Chairman of the Board and the Chief Executive
Officer of the Corporation are hereby authorized and empowered to execute powers
of attorney in such form as deemed appropriate, constituting and appointing
Peter P. Gombrich, with full power to act alone, as the true and lawful attorney
and agent of the Corporation and its officers, with full power of substitution
and resubstitution to execute and file with the SEC, in the name and on behalf
of the Corporation and any such officer, the Registration Statement and any
amendments or exhibits thereto, and any and all other documents as may be
necessary or appropriate to comply with the Securities Act in connection with
the registration of the Shares;

     FURTHER RESOLVED, that the Chairman of the Board and the Chief Executive
Officer of the Corporation, with full power to act alone, be hereby authorized
to determine the jurisdictions in which appropriate action shall be taken to
qualify or register for sale all or such part of the Shares as any such officer
may deem advisable; that any such officer be and each is hereby authorized to
perform on behalf of the Corporation any and all such acts as he may deem
necessary or advisable in order to comply with the applicable laws of any such
jurisdictions, and in connection therewith to execute and file all requisite
papers and documents, including but not limited to, applications, reports,
surety bonds, irrevocable consents and appointments of attorneys for service of
process; that the execution by any such officer of any such paper or document or
the doing by them of any act in connection with the foregoing matters shall
conclusively establish his authority therefore from the Corporation and the
approval and ratification by the Corporation of the papers and documents so
executed and the actions so taken; and that any resolutions required to be
adopted by any such jurisdiction so taken; and that any resolutions required to
be adopted by any such jurisdictions in connection with such registration or
qualification of the Shares shall be considered as adopted hereby;




     FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that its securities be qualified or registered for sale in various
states; that the Chairman of the Board or Chief Executive Officer and the
Secretary or an Assistant Secretary hereby are authorized to determine the
states in which appropriate action shall be taken to qualify or register for
sale all or such part of the securities of the Corporation as said officers may
deem advisable; that said officers are hereby authorized to perform on behalf of
the Corporation any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including, but
not limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the action so taken.

     IN WITNESS WHEREOF, each of the undersigned has subscribed these presents,
this 19th day of September, 2002.



              SIGNATURE                                TITLE
                                  
/s/ Peter P. Gombrich                Director and Chairman of the Board of Directors,
--------------------------------     Chief Executive Officer and acting Secretary
Peter P. Gombrich

/s/ Alexander M. Milley              Director
--------------------------------
Alexander M. Milley

/s/ Robert C. Shaw                   Director
--------------------------------
Robert C. Shaw

/s/ John H. Abeles, M.D.             Director
--------------------------------
John H. Abeles, M.D.

/s/ Denis M. O'Donnell, M.D.         Director
--------------------------------
Denis M. O'Donnell, M.D.