EXHIBIT D

                                 EXHIBIT # 4.42

THIS  WARRANT AND THE  UNDERLYING  SHARES OF COMMON  STOCK  REPRESENTED  BY THIS
CERTIFICATE  HAVE NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 (THE
"ACT"),  AND ARE  "RESTRICTED  SECURITIES"  AS THAT TERM IS  DEFINED IN RULE 144
UNDER THE ACT.  THE  SECURITIES  MAY NOT BE OFFERED FOR SALE,  SOLD OR OTHERWISE
TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
ACT,  OR  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  ACT,  THE
AVAILABILITY  OF WHICH IS TO BE  ESTABLISHED  TO THE  SATISFACTION  OF MOLECULAR
DIAGNOSTICS, INC.

                                                                 Warrant No. DW1




                   WARRANT TO PURCHASE SHARES OF COMMON STOCK


                       WARRANT TO PURCHASE 400,000 SHARES


                         EXERCISE PRICE $0.20 PER SHARE
                  (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)]



                         ISSUE DATE: SEPTEMBER 16, 2003
 VOID AFTER 3:00 P.M., CENTRAL TIME, ON THE FIFTH ANNIVERSARY OF THE ISSUE DATE





     THIS  CERTIFIES  THAT David  Weissberg,  PO Box 1086,  Del Mar, CA 92014 is
entitled to purchase from Molecular  Diagnostics,  Inc., a Delaware  corporation
(hereinafter  called the  "Company")  with its principal  office  located at 414
North Orleans Street, Suite 800, Chicago,  Illinois 60610, at any time after the
Exercise  Date (as defined  below),  but before 3:00 P.M.,  Central Time, on the
Expiration  Date (as defined  below),  at the Exercise Price (as defined below),
the number of shares (the "Warrant  Shares") of the Company's  common stock, par
value  $0.001 per share (the  "Common  Stock")  set forth  above.  The number of
Shares  purchasable  upon  exercise of this Warrant and the  Exercise  Price per
Share shall be subject to adjustment from time to time as set forth in Section 4
below.


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     SECTION 1. DEFINITIONS

     The following terms used in this Warrant shall have the following  meanings
(unless otherwise expressly provided herein):

     The "Act." The Securities Act of 1933, as amended.

     The "Commission." The Securities and Exchange Commission.

     The "Company." Molecular Diagnostics, Inc.

     "Common Stock." The Company's Common Stock, par value $0.001 per share.

     "Current  Market  Price." The Current  Market Price shall be  determined as
follows:

          (a) if the  security  at  issue is  listed  on a  national  securities
     exchange or admitted to unlisted trading  privileges on such an exchange or
     quoted on either the National  Market System or the Small Cap Market of the
     automated  quotation  service  operated by The Nasdaq  Stock  Market,  Inc.
     ("Nasdaq"), the current value shall be the last reported sale price of that
     security on such exchange or system on the day for which the Current Market
     Price is to be  determined  or, if no such  sale is made on such  day,  the
     average of the highest  closing bid and lowest  asked price for such day on
     such exchange or system; or

          (b) if the security at issue is not so listed or quoted or admitted to
     unlisted trading privileges,  the Current Market Value shall be the average
     of the last  reported  highest bid and lowest  asked  prices  quoted on the
     Nasdaq  Electronic  Bulletin  Board,  or,  if not so  quoted,  then  by the
     National  Quotation Bureau,  Inc. on the last business day prior to the day
     for which the Current Market Price is to be determined; or

          (c) if the security at issue is not so listed or quoted or admitted to
     unlisted trading privileges and bid and asked prices are not reported,  the
     current market value shall be determined in such  reasonable  manner as may
     be  prescribed  from time to time by the Board of Directors of the Company,
     subject to the objection procedures hereinafter described.

     "Exercise Date." September 16, 2003.

     "Exercise  Price."  [$0.20]  per Share,  as  modified  from time to time in
accordance with the provisions of this Warrant.

     "Expiration Date." The fifth anniversary of the Issue Date indicated on the
first page of this Warrant.

     "Holder" or "Warrantholder."  The person to whom this Warrant is issued and
any valid transferee thereof pursuant to Section 3.1 below.


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<PAGE>

     "NASD." The National Association of Securities Dealers, Inc.

     "Nasdaq."  The  automated  quotation  system  operated by the Nasdaq  Stock
Market, Inc.

     "Termination  of  Business."  Any  sale,  lease  or  exchange  of  all,  or
substantially  all, of the  Company's  assets or  business  or any  dissolution,
liquidation or winding up of the Company.

     "Warrant." This Warrant and any other warrants  issued in substitution  for
or  replacement   thereof,   including  those  evidenced  by  a  certificate  or
certificates originally issued or issued upon division,  exchange,  substitution
or transfer pursuant to this Warrant.

     "Warrant  Shares."  The Common  Stock  purchasable  upon  exercise  of this
Warrant  including  the Common  Stock  underlying  unexercised  portions of this
Warrant.

     SECTION 2. TERM OF WARRANTS; EXERCISE OF WARRANT

     2.1. Exercise of Warrant.

          (a) Subject to the terms of this  Warrant,  the Holder  shall have the
     right,  at any time  beginning on the Exercise Date but prior to 3:00 p.m.,
     Central  Time, on the  Expiration  Date, to purchase from the Company up to
     the  number of fully  paid and  nonassessable  Warrant  Shares to which the
     Holder may at the time be entitled to  purchase  pursuant to this  Warrant,
     upon surrender to the Company,  at its principal  office, of the Warrant to
     be exercised,  together with the purchase form on the reverse thereof, duly
     filled in and signed, and upon payment to the Company of the Exercise Price
     for the  number of Warrant  Shares in respect of which the  Warrant is then
     exercised,  but in no event for less than 100 Warrant  Shares (unless fewer
     than an  aggregate  of 100 Warrant  Shares are then  purchasable  under all
     outstanding Warrants held by a Holder).

          (b) In lieu of payment of the Exercise  Price,  the Holder may require
     the  Company to  convert  this  Warrant  into  shares of Common  Stock (the
     "Conversion  Right") as provided for in this Section 2.1(b).  Upon exercise
     of the Conversion  Right,  the Company shall deliver to the Holder (without
     payment by the Holder of any of the  Exercise  Price) that number of shares
     of Common Stock equal to the quotient obtained by dividing (x) the value of
     the Warrant at the time the  Conversion  Right is exercised  (determined by
     subtracting the aggregate Exercise Price in effect immediately prior to the
     exercise of the  Conversion  Right from the aggregate  Current Market Price
     for the Common Stock  immediately  prior to the exercise of the  Conversion
     Right by (y) the Current Market Price of the Common Stock.

     2.2. Payment of Exercise Price. Payment of the aggregate Exercise Price may
be made in cash or by check, or any combination thereof.

     2.3. Issuance of Shares.  Upon surrender of this Warrant and payment of the
applicable  Exercise  Price,  the Company  shall issue and cause to be delivered
with all  reasonable  dispatch to or upon the written order of the Holder and in
the name or names the Holder may designate,  a certificate or  certificates  for
the  number  of full  Warrant  Shares so  purchased  upon the  exercise  of this
Warrant, together with cash, as provided in Section 12 hereof, in respect of any

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<PAGE>

fraction  of a Warrant  Share  that  would  otherwise  have been  issuable  upon
exercise of this Warrant.

     2.4.  Status as Holder of  Shares.  Upon  receipt  of this  Warrant  by the
company  following any exercise by the Holder,  the Holder shall be deemed to be
the  holder  of  record  of  the  Warrant   Shares   issuable   upon   exercise,
notwithstanding  that the  transfer  books of the  Company may then be closed or
that certificates  representing the Warrant Shares may not have been prepared or
actually delivered to the Holder.

     SECTION 3. TRANSFERABILITY AND FORM OF WARRANT

     3.1.  Limitation  on Transfer.  Any  assignment or transfer of this Warrant
shall  be made by  presentation  and  surrender  hereof  to the  Company  at its
principal  office or the office of its transfer agent, if any,  accompanied by a
duly executed  Assignment  Form.  Upon the  presentation  and surrender of these
items to the  Company,  the  Company,  at its sole  expense,  shall  execute and
deliver  to the  transferee  or  transferees  of this  Warrant a new  Warrant or
Warrants,  in the name of the transferee or transferees  named in the Assignment
Form, and this Warrant shall at that time be canceled.

     3.2.  Exchange of  Certificate.  This Warrant may be exchanged  for another
Warrant or Warrants  entitling the  Warrantholder  to purchase a like  aggregate
number of Warrant  Shares as the Warrant or Warrants  surrendered  then entitled
the Warrantholder to purchase.  Any Warrantholder desiring to exchange a Warrant
shall make a request in writing  delivered to the Company,  and shall surrender,
properly  endorsed,  with  signatures  guaranteed,  the Warrant to be exchanged.
Thereupon,  the Company shall execute and deliver to the person entitled thereto
a new Warrant as requested.

     3.3.  Mutilated,  Lost,  Stolen,  or  Destroyed  Certificate.  In case  the
certificate  evidencing  this  Warrant  shall  be  mutilated,  lost,  stolen  or
destroyed,  the Company shall,  at the request of the  Warrantholder,  issue and
deliver in exchange and substitution for and upon  cancellation of the mutilated
certificate,  or in lieu of and substitution for the certificate lost, stolen or
destroyed,  a new  Warrant of like tenor  representing  an  equivalent  right or
interest,  but only upon receipt of evidence  satisfactory to the Company of the
loss, theft or destruction of the Warrant and a bond of indemnity, if requested,
also satisfactory in form and amount,  at the applicant's  cost.  Applicants for
substitute Warrants shall also comply with any other reasonable  regulations and
pay any other reasonable charges the Company may request.

     SECTION 4. ADJUSTMENT OF NUMBER OF SHARES

     The number and kind of  securities  purchasable  upon the  exercise of this
Warrant and the Exercise Price payable shall be subject to adjustment  from time
to time upon the happening of certain events, as follows:

     4.1.  Adjustments.  The  number  of  Warrant  Shares  purchasable  upon the
exercise of this Warrant and the Exercise  Price shall be subject to adjustments
as follows:

          (a) In case the Company  shall (i) pay a dividend  in Common  Stock or
     make a distribution to its stockholders in Common Stock, (ii) subdivide its

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     outstanding Common Stock, (iii) combine its outstanding Common Stock into a
     smaller number of shares of Common Stock,  or (iv) issue by  classification
     of its Common Stock other  securities  of the  Company,  then in any of the
     foregoing cases, the number of Warrant Shares  purchasable upon exercise of
     the  Warrant  immediately  prior  thereto  shall  be  adjusted  so that the
     Warrantholder  shall be  entitled to receive the kind and number of Warrant
     Shares or other securities of the Company that it would have owned or would
     have been entitled to receive immediately after the happening of any of the
     events described above, had the Warrant been exercised immediately prior to
     the  happening  of the event or any record date with respect  thereto.  Any
     adjustment made pursuant to this subsection  4.1(a) shall become  effective
     immediately after the effective date of the event retroactive to the record
     date, if any, for the event.

          (b)  If  the  Company  shall  issue  rights,  options,   warrants,  or
     convertible  securities to all or  substantially  all holders of its Common
     Stock,  without any charge to the holders,  entitling them to subscribe for
     or purchase  Common  Stock at a price per share that is lower at the record
     date  mentioned  below than the then Current  Market  Price,  the number of
     Warrant  Shares  thereafter  purchasable  upon the exercise of this Warrant
     shall be determined by multiplying the number of Warrant Shares theretofore
     purchasable  upon exercise of this Warrant by a fraction,  the numerator of
     which shall be the number of shares of Common Stock outstanding immediately
     prior to the  issuance of the  rights,  options,  warrants  or  convertible
     securities,  plus the number of  additional  shares of Common Stock offered
     for  subscription  or purchase,  and the  denominator of which shall be the
     number  of  shares of Common  Stock  outstanding  immediately  prior to the
     issuance of the rights, options, warrants, or convertible securities,  plus
     the number of shares of Common Stock that the aggregate  offering  price of
     the total number of shares  offered  would  purchase at the Current  Market
     Price as of the record date. The adjustment  shall be made whenever rights,
     options,  warrants, or convertible  securities are issued, and shall become
     effective  immediately  and  retroactively  to  the  record  date  for  the
     determination  of  stockholders  entitled to receive  the rights,  options,
     warrants, or convertible securities.

          (c) If the  Company  shall  distribute  to  all or  substantially  all
     holders  of its  Common  Stock  evidences  of its  indebtedness  or  assets
     (excluding  cash  dividends  or  distributions  out of earnings) or rights,
     options,  warrants,  or  convertible  securities  containing  the  right to
     subscribe  for or purchase  Common Stock  (excluding  those  referred to in
     subsection  4.1(b)  above),  then in each case the number of Warrant Shares
     thereafter   purchasable  upon  the  exercise  of  this  Warrant  shall  be
     determined  by  multiplying  the  number  of  Warrant  Shares   theretofore
     purchasable  upon  exercise  of this  Warrant by a  fraction,  of which the
     numerator   shall  be  the  then  Current  Market  Price  on  the  date  of
     distribution,  and the  denominator  of which shall be the  Current  Market
     Price on the date of distribution  minus the then fair value (determined as
     provided  in  subparagraph  (e)  below)  of the  portion  of the  assets or
     evidences of  indebtedness  so distributed or of the  subscription  rights,
     options,  warrants, or convertible  securities applicable to one share. The
     adjustment shall be made whenever any distribution is made and shall become
     effective on the date of  distribution  retroactive  to the record date for
     the determination of stockholders entitled to receive the distribution.

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          (d) No adjustment in the number of Warrant Shares purchasable pursuant
     to this Warrant shall be required  unless the  adjustment  would require an
     increase  or  decrease  of at least one  percent  in the  number of Warrant
     Shares  then  purchasable  upon the  exercise  of this  Warrant or, if this
     Warrant is not then exercisable,  the number of Warrant Shares  purchasable
     upon the  exercise of this Warrant on the first date  thereafter  that this
     Warrant becomes exercisable;  provided, however, that any adjustments which
     by  reason  of  this  subsection  (4.1(d))  are  not  required  to be  made
     immediately  shall  be  carried  forward  and  taken  into  account  in any
     subsequent adjustment.

          (e)  Whenever  the  number  of  Warrant  Shares  purchasable  upon the
     exercise of this  Warrant is  adjusted,  as herein  provided,  the Exercise
     Price   payable  upon  exercise  of  this  Warrant  shall  be  adjusted  by
     multiplying  the Exercise  Price  immediately  prior to the adjustment by a
     fraction,  the  numerator  of which  shall be the number of Warrant  Shares
     purchasable  upon the  exercise  of the  Warrant  immediately  prior to the
     adjustment,  and the  denominator  of which  shall be the number of Warrant
     Shares so purchasable immediately thereafter.

          (f) Whenever the number of Warrant Shares purchasable upon exercise of
     this Warrant is adjusted as herein provided,  the Company shall cause to be
     promptly mailed to the Warrantholder by first class mail,  postage prepaid,
     notice of the adjustment and a certificate of the chief  financial  officer
     of the Company setting forth the number of Warrant Shares  purchasable upon
     the exercise of this Warrant after the adjustment, a brief statement of the
     facts  requiring the adjustment and the computation by which the adjustment
     was made.

          (g) For the purpose of this Section 4.1, the term "Common Stock" shall
     mean (i) the class of stock  designated  as the Common Stock of the Company
     as of the Issue  Date of this  Warrant,  or (ii) any  other  class of stock
     resulting from successive changes or  reclassifications of the Common Stock
     consisting  solely of  changes  in par  value,  or from par value to no par
     value,  or from no par value to par value.  If, at any time, as a result of
     an  adjustment  made  pursuant to this Section 4, the  Warrantholder  shall
     become entitled to purchase any securities of the Company other than Common
     Stock,  then (y) if the  Warrantholder's  right to purchase is on any other
     basis than that available to all holders of the Company's Common Stock, the
     Company shall obtain an opinion of an independent  investment  banking firm
     valuing  the  other  securities  and (z)  thereafter  the  number  of other
     securities so purchasable upon exercise of this Warrant shall be subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as  practicable  to the  provisions  with  respect  to the  Warrant  Shares
     contained in this Section 4.

          (h)  Upon  the  expiration  of  any  rights,  options,   warrants,  or
     conversion privileges, if they shall have not been exercised, the number of
     Warrant Shares purchasable upon exercise of the Warrants, to the extent the
     Warrants have not then been  exercised,  shall,  upon such  expiration,  be
     readjusted  and shall  thereafter  be as they would have been had they been
     originally adjusted (or had the original  adjustment not been required,  as
     the case  may be) on the  basis of (i) the  fact  that the only  shares  of
     Common Stock so issued were the shares of Common  Stock,  if any,  actually
     issued or sold upon the  exercise  of the  rights,  options,  warrants,  or

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     conversion  privileges,  and (ii) the fact that the shares of Common Stock,
     if any, were issued or sold for the consideration  actually received by the
     Company upon the exercise plus the consideration, if any, actually received
     by the Company for the issuance, sale or grant of all such rights, options,
     warrants,  or conversion  privileges  whether or not  exercised;  provided,
     however,  that no  readjustment  shall  have the effect of  decreasing  the
     number of Warrant  Shares  purchasable  upon exercise of this Warrant by an
     amount in excess of the amount of the adjustment  initially made in respect
     of the  issuance,  sale,  or grant of such rights,  options,  warrants,  or
     conversion rights.

     4.2. No  Adjustment  for  Dividends.  Except as provided in Section 4.1, no
adjustment in respect of any dividends or distributions out of earnings shall be
made during the term, or upon the exercise, of this Warrant.

     4.3. No Adjustment in Certain Cases. No adjustments  shall be made pursuant
to Section 4 hereof in connection with the issuance of the Common Stock upon the
conversion, if any, of the Company's 12% Secured Convertible Promissory Notes or
exercise of any warrants issued to the holders thereof in connection  therewith.
No adjustments shall be made pursuant to Section 4 hereof in connection with the
grant or exercise of presently authorized or outstanding options to purchase, or
the issuance of shares of Common Stock under, the Company's director or employee
benefit plan.

     4.4. Preservation of Purchase Rights upon Reclassification,  Consolidation,
etc. In case of any  consolidation  of the Company with or merger of the Company
into  another  corporation,  or in case of any  sale or  conveyance  to  another
corporation of the property,  assets,  or business of the Company as an entirety
or  substantially  as an  entirety,  the  Company  or  successor  or  purchasing
corporation,  as the case  may be,  shall  execute  with  the  Warrantholder  an
agreement that the Warrantholder shall have the right thereafter upon payment of
the Exercise Price in effect  immediately prior to the action to purchase,  upon
exercise of this Warrant, the kind and amount of shares and other securities and
property  that it would have owned or have been  entitled  to receive  after the
happening of the  consolidation,  merger,  sale, or conveyance  had this Warrant
been  exercised  immediately  prior  to the  action.  In the  event  of a merger
described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which
the Company is the surviving corporation, the right to purchase Shares under the
Warrants  shall  terminate on the date of such merger and thereupon the Warrants
shall become null and void, but only if the controlling  corporation shall agree
to substitute for the Warrants, its warrants which entitle the holder thereof to
purchase upon their exercise the kind and amount of shares and other  securities
and  property  which it would have  owned or been  entitled  to receive  had the
Warrants been exercised  immediately  prior to such merger.  Any such agreements
referred to in this Section 4.4 shall provide for adjustments, which shall be as
nearly  equivalent  as may be  practicable  to the  adjustments  provided for in
Section 4 hereof.  The provisions of this Section (4.4) shall similarly apply to
successive consolidations, mergers, sales, or conveyances.

     4.5. Par Value of Shares of Common  Stock.  Before  taking any action which
would cause an adjustment effectively reducing the portion of the Exercise Price
allocable  to each  Share  below the par value  per  share of the  Common  Stock
issuable  upon  exercise of the  Warrants,  the Company will take any  corporate
action which may, in the opinion of its counsel,  be necessary in order that the

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Company may validly and legally issue fully paid and nonassessable  Common Stock
upon exercise of the Warrants.

     4.6.  Independent  Public  Accountants.  The  Company  may retain a firm of
independent public accountants of recognized national standing (which may be any
such firm regularly  employed by the Company) to make any  computation  required
under this Section 4, and a  certificate  signed by the firm shall be conclusive
evidence of the correctness of any computation made under this Section 4.

     4.7. Treasury Stock. For purposes of this Section 4, shares of Common Stock
owned or held at any relevant  time by, or for the account of, the  Company,  in
its treasury or otherwise, shall not be deemed to be outstanding for purposes of
the calculations and adjustments described.

     SECTION 5. NOTICE TO HOLDERS

     If, prior to the  expiration of this Warrant  either by its terms or by its
exercise in full, any of the following shall occur:

          (a) the  Company  shall  declare a  dividend  or  authorize  any other
     distribution on its Common Stock; or

          (b) the Company shall  authorize the granting to the  shareholders  of
     its Common Stock of rights to subscribe  for or purchase any  securities or
     any other similar rights; or

          (c) any  reclassification,  reorganization  or  similar  change of the
     Common  Stock,  or any  consolidation  or merger to which the  Company is a
     party, or the sale,  lease,  or exchange of any significant  portion of the
     assets of the Company; or

          (d) the voluntary or involuntary  dissolution,  liquidation or winding
     up of the Company; or

          (e) any  purchase,  retirement  or  redemption  by the  Company of its
     Common Stock;

then,  and in any such case,  the Company shall deliver to the Holder or Holders
written  notice thereof at least 30 days prior to the earliest  applicable  date
specified below with respect to which notice is to be given,  which notice shall
state the following:

          (x) the date on which a record is to be taken for the  purpose  of the
     dividend,  distribution or rights,  or, if a record is not to be taken, the
     date as of which the  holders  of Common  Stock of record  entitled  to the
     dividend, distribution or rights will be determined;

          (y)  the  date  on   which   any   reclassification,   reorganization,
     consolidation, merger, sale, transfer, dissolution, liquidation, winding up
     or purchase,  retirement or redemption is expected to become effective, and
     the date,  if any,  as of which the  Company's  holders of Common  Stock of
     record shall be entitled to exchange  their Common Stock for  securities or

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     other  property  deliverable  upon  the  reclassification,  reorganization,
     consolidation,  merger, sale, transfer, dissolution,  liquidation,  winding
     up, purchase, retirement or redemption; and

          (z) if any matters  referred to in the  foregoing  clauses (x) and (y)
     are to be voted upon by holders of Common  Stock,  the date as of which the
     shareholders entitled to vote will be determined.

     SECTION 6. OFFICERS' CERTIFICATE

     Whenever  the  Exercise  Price or the  aggregate  number of Warrant  Shares
purchasable  pursuant  to this  Warrant  shall be  adjusted  as  required by the
provisions  of  Section  4 above,  the  Company  shall  promptly  file  with its
Secretary  or an  Assistant  Secretary  at its  principal  office,  and with its
transfer  agent,  if any, an  officers'  certificate  executed by the  Company's
President and Secretary or Assistant  Secretary,  describing  the adjustment and
setting forth, in reasonable  detail, the facts requiring the adjustment and the
basis for and calculation of the adjustment in accordance with the provisions of
this Warrant.  Each such  officers'  certificate  shall be made available to the
Holder or Holders of this Warrant for  inspection at all reasonable  times,  and
the  Company,  after  each  adjustment,  shall  promptly  deliver  a copy of the
officers'  certificate  relating to that  adjustment to the Holder or Holders of
this  Warrant.  The officers'  certificate  described in this Section 6 shall be
deemed  to be  conclusive  as to the  correctness  of the  adjustment  reflected
therein if, and only if, no Holder of this Warrant  delivers  written  notice to
the Company of an objection to the adjustment within 30 days after the officers'
certificate  is delivered to the Holder or Holders of this Warrant.  The Company
will make its books and records  available  for  inspection  and copying  during
normal  business hours by the Holder so as to permit a  determination  as to the
correctness  of the  adjustment.  Failure to prepare  or provide  the  officers'
certificate shall not modify the parties' rights hereunder.

     SECTION 7. RESERVATION OF WARRANT SHARES

     There has been  reserved,  and the Company shall at all times keep reserved
so long as this Warrant remains outstanding,  out of its authorized and unissued
Common Stock, a number of shares of Common Stock  sufficient to support the full
exercise hereof.  Every transfer agent for the Common Stock and other securities
of the Company  issuable  upon the exercise of this Warrant will be  irrevocably
authorized  and directed at all times to reserve a number of  authorized  shares
and other  securities as shall be requisite  for such purpose.  The Company will
keep a copy of this  Warrant  on file with every  transfer  agent for the Common
Stock and other  securities  of the Company  issuable  upon the exercise of this
Warrant.  The Company will supply every  transfer agent with duly executed stock
and other  certificates,  as  appropriate,  for such purpose and will provide or
otherwise make available any cash which may be payable as provided in Section 11
hereof.

     SECTION 8. RESTRICTIONS ON TRANSFER.

     The  Warrantholder  agrees  that  prior to making any  disposition  of this
Warrant or the Warrant Shares,  the  Warrantholder  shall give written notice to
the Company describing  briefly the manner in which any proposed  disposition is
to be made;  and no  disposition  shall be made if the Company has  notified the

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Warrantholder  that, in the opinion of counsel  reasonably  satisfactory  to the
Warrantholder,  a registration statement or other notification or post-effective
amendment thereto  (hereinafter  collectively a "Registration  Statement") under
the  Act is  required  with  respect  to  the  disposition  and no  Registration
Statement  has been  filed by the  Company  with,  and  declared  effective,  if
necessary, by, the Commission.

     SECTION 9. PAYMENT OF TAXES

     The Company will pay all documentary  stamp taxes, if any,  attributable to
the initial  issuance of this Warrant or the shares of Common  Stock  comprising
the Warrant Shares; provided,  however, the Company shall not be required to pay
any tax that may be  payable  in  respect of any  transfer  of the  Warrants  or
Warrant Shares.

     SECTION 10. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

     This  Warrant,  the  Warrant  Shares,  and any other  securities  issued or
issuable upon exercise of this Warrant, may not be offered, sold or transferred,
in whole or in part, except in compliance with the Act, and except in compliance
with all applicable state  securities laws. The Company may cause  substantially
the following legends, or their equivalents, to be set forth on each certificate
representing  the Warrant Shares and any other security  issued or issuable upon
exercise of this Warrant,  not theretofore  distributed to the public or sold to
underwriters, as defined by the Act, for distribution to the public:

          (a) "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR ANY STATE  SECURITIES  LAWS
     AND MAY NOT BE SOLD,  EXCHANGED,  HYPOTHECATED OR TRANSFERRED IN ANY MANNER
     EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THE WARRANT  PURSUANT TO WHICH THEY
     WERE ISSUED."

          (b) Any legend required by applicable state securities laws.

     Any  certificate  issued at any time in  exchange or  substitution  for any
certificate   bearing  such  legends  (except  a  new  certificate  issued  upon
completion of a public distribution  pursuant to a registration  statement under
the  Securities  Act  of  1933,  as  amended  (the  "Act"),  or  the  securities
represented thereby) shall also bear the above legends unless, in the opinion of
the Company's  counsel,  the  securities  represented  thereby need no longer be
subject to such restrictions.

     SECTION 11. FRACTIONAL SHARES

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issued upon the exercise of all or any part of this Warrant. With respect to any
fraction  of a share  of any  security  called  for upon  any  exercise  of this
Warrant,  the  Company  shall pay to the Holder an amount in money equal to that
fraction multiplied by the Current Market Price of that share.

                                      D-10

<PAGE>

     SECTION 12. NO RIGHTS AS STOCKHOLDER; NOTICES TO WARRANTHOLDER

     Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder  or its  transferees  any rights as a stockholder  of the Company,
including the right to vote, receive dividends,  consent or receive notices as a
stockholder  in  respect to any  meeting of  stockholders  for the  election  of
directors of the Company or any other matter.  The Company  covenants,  however,
that for so long as this  Warrant  is at least  partially  unexercised,  it will
furnish any Holder of this Warrant with copies of all reports and communications
furnished to the shareholders of the Company. In addition,  if at any time prior
to the expiration of the Warrants and prior to their  exercise,  any one or more
of the following events shall occur:

          (a) any action which would require an  adjustment  pursuant to Section
     4.1 (except subsections 4.1(e) and 4.1(h) or 4.4; or

          (b) a  dissolution,  liquidation,  or winding up of the Company (other
     than in connection with a consolidation,  merger,  or sale of its property,
     assets,  and business as an entirety or substantially as an entirety) shall
     be proposed:

then the Company shall give notice in writing of the event to the Warrantholder,
as provided in Section 15 hereof,  at least 20 days prior to the date fixed as a
record date or the date of closing the transfer books for the  determination  of
the stockholders entitled to any relevant dividend,  distribution,  subscription
rights or other rights or for the determination of stockholders entitled to vote
on such  proposed  dissolution,  liquidation,  or winding  up. The notice  shall
specify the record date or the date of closing the transfer  books,  as the case
may be. Failure to mail or receive notice or any defect therein shall not affect
the validity of any action taken with respect thereto.

     SECTION 13. CHARGES DUE UPON EXERCISE

     The Company shall pay any and all issue or transfer taxes,  including,  but
not limited to, all federal or state taxes,  that may be payable with respect to
the transfer of this Warrant or the issue or delivery of Warrant Shares upon the
exercise of this Warrant.

     SECTION 14. WARRANT SHARES TO BE FULLY PAID

     The  Company  covenants  that all  Warrant  Shares  that may be issued  and
delivered  to a Holder of this  Warrant  upon the  exercise of this  Warrant and
payment of the  Exercise  Price will be,  upon such  delivery,  validly and duly
issued, fully paid and nonassessable.

     SECTION 15. NOTICES

     Any notice pursuant to this Warrant by the Company or by a Warrantholder or
a holder of  Shares  shall be in  writing  and shall be deemed to have been duly
given if delivered or mailed by certified mail, return receipt requested:

     (i) If to a Warrantholder  or a holder of Shares,  addressed to the address
set forth above.

     (ii) If to the Company  addressed to it at 414 North Orleans Street,  Suite
510, Chicago, Illinois 60610, Attention: President.

                                      D-11

<PAGE>

     Each party may from time to time change the address to which  notices to it
are to be delivered or mailed hereunder by notice in accordance  herewith to the
other party.

     SECTION 16. MERGER OR CONSOLIDATION OF THE COMPANY

     The  Company  will  not  merge  or  consolidate  with  or  into  any  other
corporation  or  sell  all  or  substantially  all of its  property  to  another
corporation,  unless in  connection  therewith,  the Company  complies  with the
provisions of Section 4.4 hereof.

     SECTION 17. APPLICABLE LAW

     This  Warrant  shall be governed by and  construed in  accordance  with the
internal  laws (as  opposed  to  conflicts  of law  provisions)  of the State of
Illinois,  and courts located in Illinois shall have exclusive jurisdiction over
all disputes arising hereunder.

     SECTION 18. ACCEPTANCE OF TERMS; SUCCESSORS.

     By its acceptance of this Warrant,  the Holder accepts and agrees to comply
with all of the terms and provisions hereof. All the covenants and provisions of
this  Warrant by or for the benefit of the Company or the Holder  shall bind and
inure to the benefit of their respective successors and assigns hereunder.

     SECTION 19. MISCELLANEOUS PROVISIONS

     (a) Subject to the terms and  conditions  contained  herein,  this  Warrant
shall be  binding  on the  Company  and its  successors  and shall  inure to the
benefit of the original  Holder,  its  successors and assigns and all holders of
Warrant  Shares and the exercise of this Warrant in full shall not terminate the
provisions of this Warrant as it relates to holders of Warrant Shares.

     (b) If the Company fails to perform any of its  obligations  hereunder,  it
shall be liable to the Holder for all damages, costs and expenses resulting from
the failure,  including,  but not limited to, all reasonable attorney's fees and
disbursements.

     (c) This Warrant  cannot be changed or  terminated  or any  performance  or
condition waived in whole or in part except by an agreement in writing signed by
the party  against  whom  enforcement  of the change,  termination  or waiver is
sought;  provided,  however, that any provisions hereof may be amended,  waived,
discharged  or  terminated  upon the  written  consent  of the  Company  and the
Company.

     (d) If any provision of this Warrant  shall be held to be invalid,  illegal
or  unenforceable,  the  provision  shall be  severed,  enforced  to the  extent
possible,  or  modified  in  such a way  as to  make  it  enforceable,  and  the
invalidity,  illegality  or  unenforceability  shall not affect the remainder of
this Warrant.

     (e) The  Company  agrees to execute any  further  agreements,  conveyances,
certificates and other documents as may be reasonably requested by the Holder to
effectuate the intent and provisions of this Warrant.

                                      D-12

<PAGE>

     (f) Paragraph  headings used in this Warrant are for  convenience  only and
shall  not be  taken  or  construed  to  define  or  limit  any of the  terms or
provisions of this Warrant.  Unless  otherwise  provided,  or unless the context
shall  otherwise  require,  the use of the singular shall include the plural and
the use of any gender shall include all genders.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and issued as of the Issue Date first set forth above.



                                        MOLECULAR DIAGNOSTICS, INC.


                                        By:
                                             -----------------------------
                                             Peter P. Gombrich
                                             Chief Executive Officer


                                      D-13

<PAGE>


                                  PURCHASE FORM
                                  -------------

                                                           Dated _________, ____


     The undersigned  hereby  irrevocably elects to exercise this Warrant to the
extent of  purchasing  ______________  shares of the Common  Stock of  Molecular
Diagnostics, Inc. and tenders payment of the exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK


     Name ___________________________________________________________
                    (Please type or print in block letters)



     Address ________________________________________________________

................................................................................

                                 ASSIGNMENT FORM
                                 ---------------

     FOR VALUE RECEIVED, _________________,  hereby sells, assigns and transfers
unto



     Name ___________________________________________________________
                    (Please type or print in block letters)

     Address ________________________________________________________


the right to purchase  _________  shares Common Stock of Molecular  Diagnostics,
Inc. (the  "Company")  represented  by this Warrant and does hereby  irrevocably
constitute and appoint the Company as its attorney-in-fact, to transfer the same
on the books of the Company with full power of substitution in the premises.


     Signature _____________________________    Dated ______________________

NOTICE:  THE SIGNATURE ON THIS  ASSIGNMENT  MUST  CORRESPOND WITH THE NAME AS IT
APPEARS UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.



                                      D-14