Exhibit 10.49

                          REGISTRATION RIGHTS AGREEMENT


            THIS  REGISTRATION  RIGHTS  AGREEMENT,   by  and  between  Molecular
Diagnostics,  Inc., a Delaware corporation (the "Company"), and the person whose
name appears on the signature page attached hereto (the "Holder").

            WHEREAS,  pursuant to a subscription  agreement  (the  "Subscription
Agreement"),  in connection  with the proposed  private  placement  (the "Bridge
Loan") of the Company's units ("Units")  consisting of (i) a $100,000  principal
amount, 10% secured  convertible  promissory note (the "Note");  and (ii) 25,000
warrants to purchase shares of the Company's common stock (the "Warrants");

            WHEREAS,  pursuant to the terms of and in order to induce the Holder
to enter into a certain subscription agreement dated the date hereof between the
Company and the Holder (the "Subscription Agreement") to purchase the Units, the
Company and the Holder have agreed to enter into this Agreement; and

            WHEREAS,  it is  intended  by the  Company  and the Holder that this
Agreement shall become effective  immediately upon the acquisition by the Holder
of the Units;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants contained herein, the Company hereby agrees as follows:

            1. Registration Rights.

            a.  Piggyback  Registration.  If the Company at any time proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"1933 Act") (other than pursuant to a registration  statement  filed on Form S-8
or other comparable form)("Company Registration"), the Company shall include the
shares of common stock underlying the Bridge Loan and the Warrants  (referred to
as the "Registerable Securities") in such registration.  Provided, however, that
if, at any time after giving such written  notice of the Company's  intention to
register any of the Holder's Registerable  Securities and prior to the effective
date of the registration  statement filed in connection with such  registration,
the  Company  shall  determine  for any reason not to  register  or to delay the
Company Registration,  the Company may give written notice of such determination
to each Holder and thereupon shall be relieved of its obligation to register any
Registerable  Securities issued or issuable in connection with such registration
(but  not  from  its  obligation  to pay  registration  expenses  in  connection
therewith  or  to  register  the   Registerable   Securities   in  a  subsequent
registration);  and in the case of a determination to delay a registration shall
thereupon be permitted to delay registering any Registerable  Securities for the
same  period as the delay in  respect of  securities  being  registered  for the
Company's own account.

            b.  Required  Filing.  The Company shall prepare and file by 90 days
from the date of Closing  (the  "Filing  Date") a  registration  statement  (the
"Registration Statement") covering the resale of the Registrable Securities. The


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Company  shall use its best  efforts to cause the  Registration  Statement to be
declared effective by the SEC.

            2. Cooperation with Company.  Holder will cooperate with the Company
in all respects in connection with this Agreement,  including,  timely supplying
all information  reasonably requested by the Company and executing and returning
all documents  reasonably requested in connection with the registration and sale
of the Registerable Securities.

            3. Registration Procedures.  If and whenever the Company is required
by any of the provisions of this Agreement to use its best efforts to effect the
registration  of any of the  Registerable  Securities  under the 1933  Act,  the
Company shall (except as otherwise provided in this Agreement), as expeditiously
as possible:

                  a.  prepare  and  file  with  the   Securities   and  Exchange
Commission (the  "Commission")  a registration  statement and shall use its best
efforts to cause such  registration  statement  to become  effective  and remain
effective  until all the  Registerable  Securities are sold or become capable of
being publicly sold without registration under the 1933 Act.

                  b. prepare and file with the  Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the 1933 Act with respect to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder or  Holders  of such  securities  shall  desire to sell or  otherwise
dispose of the same (including prospectus  supplements with respect to the sales
of securities  from time to time in  connection  with a  registration  statement
pursuant to Rule 415 of the Commission);

                  c.  furnish to each Holder such numbers of copies of a summary
prospectus  or other  prospectus,  including  a  preliminary  prospectus  or any
amendment or supplement to any prospectus,  in conformity with the  requirements
of the 1933 Act, and such other documents, as such Holder may reasonably request
in order to facilitate  the public sale or other  disposition  of the securities
owned by such Holder;

                  d. use its best efforts to register and qualify the securities
covered by such  registration  statement under such other securities or blue sky
laws of such jurisdictions as each Holder shall reasonably  request,  and do any
and all other acts and things which may be necessary or advisable to enable such
Holder to consummate the public sale or other  disposition in such  jurisdiction
of the  securities  owned by such Holder,  except that the Company shall not for
any such purpose be required to qualify to do business as a foreign  corporation
in any  jurisdiction  wherein  it is not so  qualified  or to file  therein  any
general consent to service of process;

                  e.  use its  best  efforts  to  list  such  securities  on any
securities  exchange on which any  securities of the Company is then listed,  if
the  listing  of such  securities  is then  permitted  under  the  rules of such
exchange;



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                  f.  enter  into  and   perform   its   obligations   under  an
underwriting  agreement,  if the offering is an underwritten  offering, in usual
and  customary  form,  with the managing  underwriter  or  underwriters  of such
underwritten offering;

                  g. notify each Holder of  Registerable  Securities  covered by
such  registration  statement,  at any time when a prospectus  relating  thereto
covered by such  registration  statement is required to be  delivered  under the
1933 Act, of the happening of any event of which it has knowledge as a result of
which the prospectus included in such registration statement, as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in the light of the circumstances then existing; and

                  h.  furnish,  at the  request  of any  Holder on the date such
Registerable  Securities are delivered to the  underwriters for sale pursuant to
such registration or, if such Registerable Securities are not being sold through
underwriters,  on the date  the  registration  statement  with  respect  to such
Registerable  Securities becomes effective,  (i) an opinion, dated such date, of
the counsel  representing  the  Company  for the  purpose of such  registration,
addressed to the  underwriters,  if any, and to the Holder  making such request,
covering such legal matters with respect to the registration in respect of which
such opinion is being given as the Holder of such  Registerable  Securities  may
reasonably  request  and are  customarily  included  in such an opinion and (ii)
letters,  dated,  respectively,  (1)  the  effective  date  of the  registration
statement  and (2) the date such  Registerable  Securities  are delivered to the
underwriters,  if any,  for sale  pursuant to such  registration  from a firm of
independent  certified public accountants of recognized standing selected by the
Company,  addressed to the  underwriters,  if any, and to the Holder making such
request,  covering  such  financial,  statistical  and  accounting  matters with
respect to the  registration in respect of which such letters are being given as
the  Holder of such  Registerable  Securities  may  reasonably  request  and are
customarily included in such letters.

            4.  Expenses.  All  expenses  incurred  in any  registration  of the
Holder's  Registerable  Securities  under  this  Agreement  shall be paid by the
Company,   including,   without   limitation,   printing   expenses,   fees  and
disbursements  of counsel for the  Company,  expenses of any audits to which the
Company  shall agree or which  shall be  necessary  to comply with  governmental
requirements  in connection with any such  registration,  all  registration  and
filing fees for the Holder's  Registerable  Securities  under  federal and State
securities  laws, and expenses of complying with the securities or blue sky laws
of any jurisdictions pursuant to Section 3(h)(i); provided, however, the Company
shall not be liable for (a) any discounts or commissions to any underwriter; (b)
any stock transfer taxes incurred with respect to  Registerable  Securities sold
in the Offering or (c) the fees and expenses of counsel for any Holder, provided
that the Company  will pay the costs and  expenses of Company  counsel  when the
Company's counsel is representing any or all selling security holders.

            5.  Indemnification.  In the event any  Registerable  Securities are
included in a registration statement pursuant to this Agreement:



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                  a.  Company   Indemnity.   Without  limitation  of  any  other
indemnity  provided to any Holder,  either in  connection  with the  Offering or
otherwise,  to the extent permitted by law, the Company shall indemnify and hold
harmless each Holder, the affiliates,  officers,  directors and partners of each
Holder,  any underwriter (as defined in the 1933 Act) for such Holder,  and each
person,  if any, who controls such Holder or underwriter  (within the meaning of
the  1933 Act or the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),
against any losses,  claims,  damages or liabilities (joint or several) to which
they may become subject under the 1933 Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations  (collectively  a  "Violation"):  (i) any alleged untrue
statement of a material fact contained in such registration  statement including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments or supplements thereto,  (ii) the alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein,  (iii) any  violation  or alleged  violation by the Company of the 1933
Act,  the  Exchange  Act,  or  (iv)  any  state  securities  law or any  rule or
regulation  promulgated  under  the 1933  Act,  the  Exchange  Act or any  state
securities  law, and the Company shall  reimburse  each such Holder,  affiliate,
officer or director or partner,  underwriter or controlling person for any legal
or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action;  provided,  however, that the
Company  shall not be liable to any  Holder in any such case for any such  loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration  by any such Holder or any other  officer,  director or controlling
person thereof.

                  b. Holder  Indemnity.  Each Holder  shall  indemnify  and hold
harmless the Company,  its  affiliates,  its counsel,  officers,  directors  and
representatives,  any  underwriter (as defined in the 1933 Act) and each person,
if any, who controls the Company or the  underwriter  (within the meaning of the
1933 Act or  liabilities  (joint or  several)  to which they may become  subject
under the 1933  Act,  the  Exchange  Act or any state  securities  law,  and the
Company  shall  reimburse  each such Holder,  affiliate,  officer or director or
partner,  underwriter  or  controlling  person  for any legal or other  expenses
incurred by them in connection with  investigating or defending any loss, claim,
damage,  liability  or  action;  insofar  as such  losses,  claims,  damages  or
liabilities (or actions and respect thereof) to the extent that it arises out of
or is based upon a violation  which  occurs in reliance  upon and in  conformity
with written  information  furnished  expressly for use in connection  with such
registration  by any such Holder or any other  officer,  director or controlling
person thereof. .

                  c.  Notice;  Right to  Defend.  Promptly  after  receipt by an
indemnified  party  under this  Section 6 of notice of the  commencement  of any
action (including any governmental  action),  such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8 deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in and if
the  indemnifying  party agrees in writing that it will be  responsible  for any


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costs, expenses, judgments, damages and losses incurred by the indemnified party
with respect to such claim,  jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties;  provided,  however,  that an indemnified party shall have the right to
retain  its  own  counsel,  with  the  fees  and  expenses  to be  paid  by  the
indemnifying   party,  if  the  indemnified   party  reasonably   believes  that
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action shall relieve such indemnifying party of any liability to the indemnified
party  under  this  Agreement  only if and to the  extent  that such  failure is
prejudicial to its ability to defend such action, and the omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Agreement.

                  d. Contribution.  If the indemnification  provided for in this
Agreement is held by a court of competent  jurisdiction  to be unavailable to an
indemnified party with respect to any loss, liability,  claim, damage or expense
referred to therein,  then the indemnifying  party, in lieu of indemnifying such
indemnified party thereunder,  shall contribute to the amount paid or payable by
such indemnified  party as a result of such loss,  liability,  claim,  damage or
expense in such proportion as is appropriate to reflect the indemnified party on
the other hand in connection  with the statements or omissions which resulted in
such loss,  liability,  claim,  damage or expense as well as any other  relevant
equitable  considerations.  The relevant fault of the indemnifying party and the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  Notwithstanding  the  foregoing,  the amount any Holder
shall be obligated to contribute  pursuant to the Agreement  shall be limited to
an amount  equal to the proceeds to such Holder of the  Registerable  Securities
sold pursuant to the registration  statement which gives rise to such obligation
to  contribute  (less the  aggregate  amount of any damages which the Holder has
otherwise been required to pay in respect of such loss, claim, damage, liability
or action or any substantially similar loss, claim, damage,  liability or action
arising from the sale of such Registerable Securities).

                  e. Survival of Indemnity. The indemnification provided by this
Agreement shall be a continuing right to  indemnification  and shall survive the
registration and sale of any  Registerable  Securities by any person entitled to
indemnification hereunder and the expiration or termination of this Agreement.

            6. Remedies.

                  a. Time is of Essence.  The Company agrees that time is of the
essence of each of the  covenants  contained  herein and that, in the event of a
dispute hereunder, this Agreement is to be interpreted and construed in a manner


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that will enable the Holder to sell their Registerable  Securities as quickly as
possible  after such Holder have indicated to the Company that they desire their
Registerable  Securities to be registered.  Any delay on the part of the Company
not expressly permitted under this Agreement,  whether material or not, shall be
deemed a material breach of this Agreement.

                  b.  Remedies Upon Default or Delay.  The Company  acknowledges
the breach of any part of this Agreement may cause  irreparable harm to a Holder
and that monetary damages alone may be inadequate.  The Company therefore agrees
that the Holder shall be entitled to injunctive  relief or such other applicable
remedy as a court of  competent  jurisdiction  may  provide.  Nothing  contained
herein  will be  construed  to limit a Holder's  right to any  remedies  at law,
including recovery of damages for breach of any part of this Agreement.


            7. Notices.

                  a. All communications under this Agreement shall be in writing
and shall be mailed by first class mail,  postage  prepaid,  or  telegraphed  or
telexed  with  confirmation  of receipt  or  delivered  by hand or by  overnight
delivery service,

                  b. If to the Company, at:

                     Molecular Diagnostics, Inc.
                     414 North Orleans Street, Suite 510
                     Chicago, IL 60610

                  or at such other  address as it may have  furnished in writing
to the Holder of Registerable Securities at the time outstanding, or

                  c. if to the  Holder of any  Registerable  Securities,  to the
address of such Holder as it appears in the stock ledger of the Company.

                  d. Any  notice so  addressed,  when  mailed by  registered  or
certified  mail shall be deemed to be given  three  days  after so mailed,  when
telegraphed  or telexed  shall be deemed to be given when  transmitted,  or when
delivered by hand or overnight shall be deemed to be given when delivered.

            8. Successors and Assigns.  Except as otherwise  expressly  provided
herein,  this  Agreement  shall inure to the benefit of and be binding  upon the
successors and permitted assigns of the Company and the Holder.

            9.  Amendment and Waiver.  This  Agreement  may be amended,  and the
observance  of any term of this  Agreement  may be  waived,  but  only  with the
written  consent of the  Company  and the Holder of  securities  representing  a
majority  of the  Registerable  Securities;  provided,  however,  that  no  such
amendment  or waiver  shall  take away any  registration  right of any Holder of


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Registerable Securities or reduce the amount of reimbursable costs to any Holder
of Registerable Securities in connection with any registration hereunder without
the consent of such Holder; further provided,  however, that without the consent
of any other Holder of Registerable Securities, any Holder may from time to time
enter into one or more agreements amending,  modifying or waiving the provisions
of this  Agreement  if such  action  does not  adversely  affect  the  rights or
interest of any other Holder of Registerable Securities. No delay on the part of
any party in the  exercise  of any  right,  power or remedy  shall  operate as a
waiver  thereof,  nor shall any single or partial  exercise  by any party of any
right,  power or remedy preclude any other or further exercise  thereof,  or the
exercise of any other right, power or remedy.

            10. Counterparts.  One or more counterparts of this Agreement may be
signed  by the  parties,  each of which  shall be an  original  but all of which
together shall constitute one and same instrument.

            11.  Governing Law. This Agreement  shall be construed in accordance
with and governed by the internal laws of the State of Illinois,  without giving
effect to conflicts of law principles.

            12. Invalidity of Provisions.  If any provision of this Agreement is
or becomes  invalid,  illegal or  unenforceable  in any respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not be affected thereby.

            13. Headings.  The headings in this Agreement are for convenience of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions hereof.

            IN WITNESS  WHEREOF,  the undersigned has executed this Agreement as
of the ___ day of ____________, 2004.



HOLDER                                               MOLECULAR DIAGNOSTICS, INC.



                                                     By:
----------------------------                            -----------------------
Name:                                                Peter Gombrich
                                                     Chief Executive Officer


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