EXHIBIT # 10.49

                              CONSULTING AGREEMENT

This Engagement Agreement ("Agreement") is entered into as of this___________,
2003 by and between DAN BURNS ("Mr. Burns") of ___________________, Eugene
Martineau ("Mr. Martineau) of _____________________and MOLECULAR DIAGNOSTICS,
INC. 414 N Orleans, Suite 800, Chicago, IL 60610 (the "MDI").

WHEREAS, MDI desires to contract with Mr. Burns and Mr. Martineau for the
purpose of assisting MDI in certain investor relations, and other financial
aspects of its business or as requested and agreed upon by the parties on a
case-by-case basis during the period of this Agreement; and,

WHEREAS, Mr. Burns and Mr. Martineau are willing and able to provide such
consulting services to MDI according to the terms and conditions set forth
herein,

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
covenants contained below, the parties agree as follows:

     1    ENGAGEMENT FOR CONSULTING SERVICES - MDI hereby engages Mr. Burns and
          Mr. Martineau, and Mr. Burns and Mr. Martineau agree to accept such
          engagement, to consult with MDI with respect to its business and
          interaction with existing and new investors ("Investor Relations").
          Unless specifically referenced in writing by MDI, neither Mr. Burns
          nor Mr. Martineau shall have authority to act on behalf of and bind,
          represent, and engage MDI in any way. Unless specifically authorized
          in writing by Mr. Burns or Mr. Martineau, MDI shall have no authority
          to act on behalf of or bind Mr. Burns or Mr. Martineau in any way by
          any promise, representation or agreement.

     2    BEST EFFORTS - Mr. Burns and Mr. Martineau shall each use his best
          efforts to perform the obligations under this engagement but makes no
          commitment that any Transaction can or will be arranged with any
          party. Neither Mr. Burns nor Mr. Martineau accepts any liability for
          their inability to achieve the intended Responsibilities defined in
          the attached Statement of Work & Fees.

     3    COMPLIANCE - Both Mr. Burns and Mr. Martineau have the responsibility
          for ensuring that any transactions or activities he/they undertake on
          behalf of MDI as part of this Agreement comply with all federal, state
          / provincial, and Security and Exchange Commission regulations. Mr.
          Burns and Mr. Martineau will rely on MDI for providing accurate and
          reliable information to prospective parties pursuant to the
          Responsibilities outlined in the Statement of Work and Fees that may
          result from this Agreement.

     4    FEES - MDI agrees to pay all fees defined in the attached exhibit,
          Statement of Work and Fees.

     5    TERM - The Term of this Agreement shall be 12 months from the date of
          signing, and shall provide the parties automatic one-year (1 year)
          extensions on the anniversary unless either party stipulates in
          writing at least 30 days prior their desire to terminate the
          relationship.

     5.a  Termination by MDI. MDI may terminate this Agreement with 30 days
          notice for failure of Mr. Burns and/or Mr. Martineau to dedicate
          effort consistent with the Statement of Work, including but not
          limited to:
          5.a.i.ii      Providing timely and responsive consultation to MDI with
                        respect to IR and PR activities;
          5.a.i.iii     Delivering funding, contacts, and consultation with
                        respect to both MDI's Bridge and Equity funding efforts;
          5.a.i.iv      Providing timely and supportive consulting to the
                        Company's investor relations firm, for purposes of
                        enhancing the value of the Company;
          5.a.i.v       For behavior inconsistent with or in disregard of any
                        local, state, federal, or SEC regulations; or for
                        actions that might otherwise be construed as a breach of
                        fiduciary responsibility of an executive within a
                        publicly traded company.

     5.b  Termination by Mr. Burns and Mr. Martineau. Mr. Burns and Mr.
          Martineau - collectively - may terminate this Agreement for specific,
          un-resolved causes with 30 days notice.


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1    RELATIONSHIP OF PARTIES - It is understood by the parties that both Mr.
     Burns and Mr. Martineau are independent contractors with respect to MDI,
     and not employees nor officers of MDI. MDI will not provide fringe
     benefits, including paid vacation, or any other employee benefit, for the
     benefit of either Mr. Burns or Mr. Martineau unless otherwise specified
     here-in. Mr. Burns and Mr. Martineau shall be responsible for all taxes and
     withholding, Federal and State, resulting from this Consulting Agreement.
     MDI agrees to provide Mr. Burns and Mr. Martineau the appropriate
     documentation including, but not limited to 1099 reporting as necessary to
     facilitate their timely reporting and payment of such taxes. Failure on the
     part of MDI to comply with such reporting as mandated by law shall burden
     MDI with any and all fee, penalties, and other charges associated with Mr.
     Burns' or Mr. Martinau's delinquent reporting or payment.

2    INDEMNIFICATION - MDI agrees to indemnify and hold Mr. Burns and Mr.
     Martineau harmless from all claims, losses, expenses, fees including
     attorney fees, costs, and judgments that may be asserted against MDI that
     result form the acts or omissions of MDI. Mr. Burns and Mr. Martineau agree
     to indemnify and hold MDI harmless from all claims, losses, expenses, fees
     including attorney fees, costs, and judgments that may be asserted against
     MDI that result form the acts or omissions of Mr. Burns and Mr. Martineau.

3    ENTIRE AGREEMENT - This Agreement, including the exhibits shall constitute
     the entire agreement of the parties and there are no other promises or
     conditions in any other agreement whether oral or written. This Agreement
     supersedes any prior written or oral agreements between the parties.

4    AMENDMENT - This Agreement may only be modified or amended if the amendment
     is made in writing and is signed by both parties.

5    SEVERABILITY - If any provision of this Agreement shall be held to be
     invalid or unenforceable for any reason, the remaining provisions shall
     continue to be valid and enforceable. If a court finds that any provision
     of this Agreement is invalid or unenforceable, but that by limiting such
     provision it would become valid and enforceable, then such provision shall
     be deemed to be written, construed, and enforced as so limited.

6    WAIVER OF CONTRACTUAL RIGHT - The failure of either party to enforce any
     provision of this Agreement shall not be construed as a waiver or
     limitation of that party's right to subsequently enforce and compel strict
     compliance with every provision of this Agreement.

7    APPLICABLE LAW - This Agreement shall be governed by the laws of the State
     of Illinois.

8    ARBITRATION - If the parties are unable to resolve any dispute between them
     arising out of or in connection with this Agreement, either party may refer
     the dispute to arbitration by a single arbitrator selected by the parties
     according to the rules of the American Arbitration Association ("AAA"), and
     the decision of the arbitrator will be final and binding on both parties.
     Such arbitration will be conducted by the Chicago, Illinois office of the
     AAA and governed by Illinois law. In the event that the parties fail to
     agree on the selection of the arbitrator within thirty (30) days after
     either party's request for arbitration under this Section VI., the
     arbitrator will be chosen by AAA. The arbitrator may in his discretion
     order documentary discovery, but in no event may depositions be taken. The
     arbitrator will have no authority to award punitive damages. Judgment on
     the award of the arbitrator may be entered in and enforced by any court of
     competent jurisdiction. Notwithstanding the foregoing, no issue related to
     the ownership of intellectual property will be subject to arbitration but
     will instead be subject to determination by a court of competent
     jurisdiction. All expenses associated with Arbitration shall be borne
     exclusively by MDI.


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                     EXHIBIT 1 - STATEMENT OF WORK AND FEES

This Statement of Work and Fees ("Statement") is made as part of the Consulting
Agreement dated 2003 (:Effective Date") between Dan Burns, Eugene Martineau, and
Molecular Diagnostics, Inc. ("MDI") and shall be construed as the description of
expectations by and on behalf of MDI of Mr. Burns and Mr. Martineau in their
consultant role, and their expectations of the remuneration afforded them for
such services.


     1.   MR. BURNS' AND MR. MARTINEAU'S RESPONSIBILITIES - Mr. Burns and Mr.
          Martineau, independently, or collectively shall provide the following
          services to MDI:

               A.   Solicit investments into MDI's Bridge and/or Equity
                    financing, up to a maximum amount of $7,700,000, segregated
                    as follows
                    i.   No more than $1,700,000 in Bridge Funding accumulating
                         as of the Effective Date of this Agreement
                    ii.  No more than $6,000,000 in equity funding in Cash or
                         via Strategic Partnerships coming directly thru Mr.
                         Burns and/or Mr. Martineau;
               B.   Assist in maximizing the shareholder value for and on behalf
                    of MDI's shareholders;
               C.   Provide guidance and dedicated effort to assist in
                    establishing strategic partners with other companies
                    interested in MDI's technologies, products, and services;

     2.   PERFORMANCE FEES - For their efforts, Mr. Burns and Mr. Martineau
          shall be remunerated as follows:

          2.a  Issuance of Stock Certificates: MDI shall, upon execution of this
               Agreement, render 1,400,000 shares to, collectively, Mr. Burns
               and Mr. Martineau as follows:
               2.a.i    Mr. Burns 1 stock certificate for 1,025,000 common
                        shares of MCDG stock; and
               2.a.ii   Mr. Martineau 1 stock certificate for 375,000 common
                        shares of MCDG stock.
               2.a.iii  Stock Legends: The aforementioned certificates / shares
                        shall be 144 registered. The Company shall use its best
                        efforts to register these shares in September 2003, in
                        conjunction with the MDI's next registration.
               2.a.iv   Stock Vesting: The parties agree that the shares
                        contained in these certificates shall vest as follows:
               2.a.v    300,000 shares at delivery for services performed for
                        the period June 1, 2003 thru September 1, 2003;
               2.a.vi   600,000 shares covering the balance of this Agreement,
                        covering the period September 1, 2003 thru August 1,
                        2004;
               2.a.vii  500,000 shares at delivery for performance in having
                        raised, prior to the this Agreement, an aggregate amount
                        of $600,000 in Bridge funding. The parties agree that
                        this $600,000 is not to be construed as performance with
                        respect to the $1,500,000 to be raised in Bridge funding
                        pursuant to this Agreement;
               2.a.viii Should either party Terminate this Agreement as
                        stipulated above, any non-vested shares shall be
                        returned to MDI by virtue of Mr. Burns and/or Mr.
                        Martineau relinquishing the certificates substantiating
                        non-vested shares.


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          2.b  Investment Compensation: The following remuneration shall be
               provided Mr. Burns and Mr. Martineau, collectively, based on
               their performance in directly leading to the generation of
               investments pursuant to this Agreement:

               2.b.i      Bridge Funding (Maximum to be raised $1,700,000
                          commencing with the Effective Date of this Agreement):

                          2.b.i.ii      10% of the Bridge funding in the form of
                                        144 registered shares of MCDG, based on
                                        the same terms as the Bridge investment;
                                        plus
                          2.b.i.iii     For Bridge funding raised between July
                                        1, 2003 and September 1, 2003, an
                                        additional 5% of the Bridge funding in
                                        the form of cash, payable September 15,
                                        2003.

               2.b.ii     Equity Funding (up to a maximum of $6,000,000):

                          2.b.ii.ii     10% of the investment in the form of 144
                                        registered shares in MCDG;
                          2.b.ii.iii    Per share price will be the same as the
                                        Equity Funding price, and is expected to
                                        be higher than $0.40 per share


          2.c  All shares earned pursuant to Performance as outline in Section 2
               herein, shall be registered and have their 144 legends removed at
               the next registration undertaken by the company.


AGREED:


DAN BURNS                  EUGENE MARTINEAU         MOLECULAR DIAGNOSTICS, INC.
----------------------     --------------------     ---------------------------


______________________     ____________________     __________________________
Signature                  Signature                Signature

Dan Burns                  Eugene Martineau         Peter P. Gombrich
----------------------     --------------------     --------------------------
Name                       Name                     Name

__________________         __________________       ____________________
Date Signed                Date Signed              Date Signed