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                                                                    EXHIBIT 4.2

                               RESOLUTION OF THE
                             BOARD OF DIRECTORS OF
                    MEDICAL IMAGING CENTERS OF AMERICA, INC.

                           (a California corporation)

                 I, Denise L. Sunseri, Secretary of MEDICAL IMAGING CENTERS OF
AMERICA, INC., a California corporation (the "Corporation"), hereby certify
that the following is a true and correct copy of a resolution duly adopted by
the Board of Directors of the Corporation at a meeting held on January 10,
1996, and that said resolution has not been amended or rescinded in whole or
part:

                          WHEREAS, the Corporation and Union Bank entered into
                 a Rights Agreement dated as of October 2, 1991 (the "Rights
                 Agreement"); and

                          WHEREAS, Harris Trust Company of California (the
                 "Rights Agent") has replaced Union Bank as Rights Agent under
                 the Rights Agreement; and

                          WHEREAS, Section 27 of the Rights Agreement provides
                 that, subject to certain conditions not applicable here, the
                 Company may supplement or amend any provision of the Rights
                 Agreement without the approval of any holders of Right
                 Certificates representing shares of Common Stock; and

                          WHEREAS, in October 1995, the Company effected a
                 one-for-five reverse stock split (the "Reverse Stock Split")
                 which had certain effects on the Rights Agreement; and

                          WHEREAS, based on the advice of counsel to the
                 Company, the Board of Directors of the Company believes that
                 certain changes to the Rights Agreement, which among other
                 things, provide greater flexibility for the Company under the
                 Rights Agreement and take into consideration the Reverse Stock
                 Split, are desirable and in the best interests of the Company
                 and its shareholders and has authorized certain amendments to
                 the Rights Agreement in the manner set forth herein;

                          NOW, THEREFORE, BE IT RESOLVED, that in the judgment
                 of this Board of Directors, it is advisable and in the best
                 interests of the Corporation that it adopt a First Amendment
                 to Rights Agreement, substantially in the form attached to the
                 minutes of this meeting as Exhibit A thereto, and that the
                 Chairman of the Board, the President and any Vice President of
                 this corporation be, and each of them acting separately is
                 hereby, authorized and instructed to execute, on behalf of the
                 Corporation, a First Amendment to Rights Agreement in the form
                 so attached, with such amendment or amendments thereto as such
                 officer or officers shall deem to be appropriate and in the
                 best interest of the Corporation, the signature on such
                 agreement of such officer or officers





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                 to be conclusive evidence of belief in the propriety of any
                 such amendment or amendments; and

                          RESOLVED FURTHER, that the officers of the
                 Corporation be, and each hereby is, authorized, empowered and
                 directed to take such action and to execute, make oath to,
                 acknowledge and deliver, from time to time in the name and on
                 behalf of the Corporation, such amendments, agreements,
                 instruments, certificates or documents and to do or to cause
                 to be done any and all such other acts and things as such
                 officers may, in their discretion, deem necessary, proper,
                 appropriate or advisable to carry out the intent of the
                 foregoing resolution, the taking of such actions to be
                 conclusive evidence that the same have been authorized and
                 approved by the Board of Directors; and

                          RESOLVED FURTHER, that all acts and things previously
                 done and performed (or caused to be done and performed) in the
                 name and on behalf of the Corporation prior to the date of
                 this resolution in connection with the foregoing resolution
                 be, and the same hereby are, ratified, confirmed and approved.

                 IN WITNESS WHEREOF, I have hereunto set my hand and caused the
seal of the Corporation to be affixed hereto this 22nd day of January, 1996.




                                                   /s/ Denise L. Sunseri      
                                                   ---------------------------
                                                   Denise L. Sunseri
                                                   Secretary

(Corporate Seal)




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