Exhibit 10.46

                              CONSULTING AGREEMENT

This Consulting  Agreement (the "Agreement"),  effective as of August 4, 2003 is
entered into by and between MOLECULAR DIAGNOSTICS,  Inc., a Delaware corporation
(herein referred to as the "Company") and REDWOOD CONSULTANTS, LLC, a California
Limited Liability Company (herein referred to as the "Consultant").

THIS AGREEMENT  VOLUNTARILY REPLACES AND OVERIDES THE AGREEMENT EXECUTED ON JUNE
20, 2003 BY BOTH PARTIES COVERING THE SAME TIME PERIOD.

FURTHERMORE,  THE COMPANY HAS THE RIGHT TO CANCEL THIS AGREEMENT AT ANY TIME FOR
NON  PERFORMANCE  UPON 30 DAYS NOTICE TO THE  CONSULTANT.  CONSULTANT  AGREES TO
PRO-RATE AND AND RETURN SHARES ISSUED TO IT UNDER THIS  AGREEMENT IF CONTRACT IS
CANCELLED FOR NON PERFORMANCE.

                                    RECITALS

WHEREAS, Company is a publicly-held  corporation with its common stock currently
traded on the OTC BULLETIN BOARD MARKET (SYMBOL : MCDG)

WHEREAS,  Company  desires to continue to engage the services of  Consultant  to
represent the company in  investors'  communications  and public  relations on a
non-exclusive  basis with  existing  shareholders,  brokers,  dealers  and other
investment  professionals as to the Company's  current and proposed  activities,
and to consult with management concerning such Company activities;

NOW THEREFORE,  in  consideration  of the promises and the mutual  covenants and
agreements  hereinafter  set forth,  the parties  hereto  covenant  and agree as
follows:



1. Term of  Consultancy.  Company  hereby agrees to contract for the services of
the Consultant to act in a consulting capacity to the Company and the Consultant
hereby  AGREES TO CONTINUE TO PROVIDE  SERVICES TO THE COMPANY  COMMENCING  UPON
MONDAY AUG. 4, 2003 AND ENDING ON AUG. 3, 2004.

2. The consultant  agrees that although this agreement covers 12 months and that
compensation  (shares)  are earned in essence on a month to month basis  wherein
900,000 of  restricted  144 shares as full  compensation  represent 12 months of
service.

3. Duties of Consultant.  The Consultant  agrees that it will generally  provide
the following specified consulting services during the term specified in Section
1.:

      (a)  Consult  and  assist  the  Company  in  developing  and  implementing
appropriate  plans and means for  presenting  the Company and its business plans
and strategy to the financial  community,  establishing an image for the Company


<PAGE>

in the financial community, and creating the foundation for subsequent financial
public relations efforts;

      (b) Introduce the Company to the financial community;

      (c) With the cooperation of the Company,  maintain an awareness during the
term of this Agreement of the Company's plans,  strategy and personnel,  as they
may  evolve  during  such  period,   and  consult  and  assist  the  Company  in
communicating   appropriate  information  regarding  such  plans,  strategy  and
personnel to the financial community;

      (d) Assist and consult the Company with respect to its (i) relations  with
stockholders,   (ii)  relations  with  brokers,   dealers,  analysts  and  other
investment professionals, and (iii) financial public relations generally;

      (e) Perform the functions generally assigned to stockholder  relations and
public  relations  departments in major  corporations,  including  responding to
telephone and written  inquiries (which may be referred to the Consultant by the
Company);   preparing   press  releases  for  the  Company  with  the  Company's
involvement  and approval of press  releases,  reports and other  communications
with or to  shareholders,  the  investment  community  and the  general  public;
consulting  with respect to the timing,  form,  distribution  and other  matters
related to such releases, reports and communications;

      (f) Upon the Company's  direction and  approval,  disseminate  information
regarding  the  Company to  shareholders,  brokers,  dealers,  other  investment
community professionals and the general investing public;

      (g) Upon  the  Company's  approval,  conduct  meetings,  in  person  or by
telephone, with brokers, dealers, analysts and other investment professionals to
communicate with them regarding the Company's plans,  goals and activities,  and
assist the Company in preparing for press conferences and other forums involving
the media, investment professionals and the general investment public;


SPECIFIC OBJECTIVES:

            1.    IDENTIFY IN  CONJUNCTION  WITH AND ON BEHALF OF THE COMPANY AT
                  LEAST TWO ( 2 ) MID  LEVEL  INVESTMENT  BANKING  OPPORTUNITIES
                  APPROVED  BY THE  COMPANY  WITHIN  FOUR ( 4 )  MONTHS  OF THIS
                  AGREEMENT
            2.    OBTAIN TWO ( 2 ) INSTITUTIONAL  MARKET MAKERS WITHIN THREE ( 3
                  ) MONTHS
            3.    BRING IN NO LESS THAN $ 250,000 IN PRIVATE  PLACEMENT  FUNDING
                  OVER NEXT ( 3 ) THREE MONTHS

3.  Allocation of Time and Energies.  The Consultant  hereby promises to perform
and  discharge  faithfully  the  responsibilities  which may be  assigned to the
Consultant from time to time by the officers and duly authorized representatives
of the  Company  in  connection  with the  conduct of its  financial  and public
relations  and  communications  activities,  so long as such  activities  are in
compliance with applicable securities laws and regulations. Consultant and staff
shall  diligently  and  thoroughly  provide  the  consulting  services  required
hereunder.  Although no specific  hours-per-day  requirement  will be  required,
Consultant  and the Company  agree that  Consultant  will perform the duties set


<PAGE>

forth  herein  above  in  a  diligent  and  professional   manner.  The  parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the  Consultant  and the benefits to be
received by the Company are expected to occur within or shortly  after the first
two months of the effectiveness of this Agreement.  It is explicitly  understood
that Consultant's performance of its duties hereunder will in no way be measured
by the  price of the  Company's  common  stock,  nor the  trading  volume of the
Company's  common stock. It is also understood that the Company is entering into
this Agreement with Redwood Consultants,  LLC ("RWC"), a corporation and not any
individual member of RWC.

4.  Remuneration.  As full and complete  compensation for services  described in
this Agreement, the Company shall compensate RWC as follows:

      4.1 For  undertaking  this  engagement  and for  other  good and  valuable
consideration the Company shall issue 900,000 shares restricted 144 shares which
covers the period of 12 months successful  services as described  herein.  These
shares constitute  payment for Consultant's  agreement to consult to the Company
and are a nonrefundable, non-apportionable, and non-ratable retainer unless this
agreement is terminated by the company.  Such shares of common stock are payable
at the time after the commencement period (Aug. 4, 2003), however the consultant
is aware  and is  informed  that the  Company  does not have  sufficient  shares
authorized  and  outstanding,  and  Consultant  understands  that shares will BE
ISSUED AND DELIVERED TO  CONSULTANT  WITHIN 10 DAYS AFTER THE  AUTHORIZED  SHARE
COUNT  HAS BEEN  INCREASED  AT THE NEXT  ANNUAL  SHAREHOLDERS  MEETING.  COMPANY
WARRANTS  THAT SHOULD  SHAREHOLDERS  NOT APPROVE THE INCREASE IN THE  AUTHORIZED
SHARE  COUNT,  COMPANY  WILL  ISSUE  TO  CONSULTANT  AN  EQUIVALENT,  SUCH  AS A
CONVERTIBLE PREFERRED STOCK, OR CONVERTIBLE  PROMISSORY NOTE WITH SIMILAR TERMS/
EQUIVALENT TO 900,000 SHARES.  CONSULTANT IS AWARE THAT A  RESTRUCTURING  OF THE
COMPANY  AND THE  COMPANY  REQUIRING  SHAREHOLDER  APPROVAL  OF AN  INCREASE  IN
AUTHORIZED  SHARES  NEEDS TO BE  COMPLETED  FOR SUCH  SHARES TO BE  SUBSEQUENTLY
REGISTERED.  Further, if and in the event the Company is acquired in whole or in
part, during the term of this agreement,  it is agreed and understood Consultant
will not be  requested  or  demanded by the Company to return any of the 900,000
shares of Common stock paid to it hereunder. It is further agreed that if at any
time during the term of this agreement,  the Company or substantially all of the
Company's  assets are merged with or acquired by another  entity,  or some other
change occurs in the legal entity that  constitutes the Company,  the Consultant
shall  retain  and will not be  requested  by the  Company  to return any of the
900,000 shares.

      It is  further  understood  by the  consultant  that  should  the  company
terminate this agreement  that only shares earned  (period  consultant  services
were rendered)  shall be retained and the remaining  shares shall be returned to
the company.


4.2   The shares issued  pursuant to this agreement shall be issued in the names
      of REDWOOD CONSULTANTS , LLC. TAX ID # 68-047-3637


<PAGE>

      4.3  Additionally,  for a period of two years  after  the  effective  date
hereof,  should the Company make any public offering of its securities  pursuant
to an effective  registration  statement  under the  Securities  Acts of 1933 or
1934,  as amended,  Consultant  shall be entitled,  and the Company  agrees,  to
include in such  registration any or all of the common stock given to Consultant
by the Company as consideration  hereunder  [commonly  referred to as "Piggyback
Registration  Rights"].   Such  piggyback   registration  rights,   include,  at
Consultant's  option,  registration  on Form S-1. All such  registration  rights
shall  be  subject  to  customary  market  stand-off  and  underwriter   cutback
provisions.

      4.4 With each transfer of shares of Common Stock to be issued  pursuant to
this Agreement (collectively,  the "Shares"), Company shall cause to be issued a
certificate  representing  the Common Stock and a written opinion of counsel for
the Company  stating that said shares are subject to the  agreement and that the
issuance and eventual transfer of them to Consultant has been duly authorized by
the Company.  THIS  CERTIFICATE IS EXPECTED TO BE ISSUED AND DELIVERED WITHIN 10
DAYS OF THE OCCURENCE OF THE COMPANY'S ANNUAL SHAREHOLDERS MEETING VOTE ALLOWING
AN  INCREASE  IN  THE  AUTHORIZED  SHARE  COUNT  TO  PERMIT  SHARE  ISSUANCE  TO
CONSULTANT.

      4.5 Consultant  acknowledges  that the shares of Common Stock to be issued
pursuant to this Agreement (collectively,  the "Shares") may not been registered
under the Securities Act of 1933, and accordingly may be "restricted securities"
within the meaning of Rule 144 of the Act. If such, the Shares may not be resold
or transferred  unless the Company has received an opinion of counsel reasonably
satisfactory  to the  Company  that such  resale or  transfer is exempt from the
registration requirements of that Act.


      4.6 In connection with the acquisition of Shares hereunder, the Consultant
represents  and warrants to the Company,  to the best of its/his  knowledge,  as
follows:

      (a)  Consultant  acknowledges  that the  Consultant  has been afforded the
opportunity  to ask  questions  of and  receive  answers  from  duly  authorized
officers or other representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant has requested.

      (b)  Consultant is acquiring the Shares for the  Consultant's  own account
for  long-term  investment  and not with a view  toward  resale or  distribution
thereof except in accordance with applicable securities laws.

5.  Financing  "Finder's  Fee".  It is understood  that in the event  Consultant
introduces  Company,  or its  nominees,  to a lender  or equity  purchaser,  not
already having a preexisting  relationship with the Company,  with whom Company,
or its nominees, ultimately finances or causes the completion of such financing,
Company agrees to compensate  Consultant for such services with a "finder's fee"
in the amount of 10% of total  gross  funding  provided by such lender or equity
purchaser, such fee to be payable as follows:


<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S>                                                <C>                            <C>
      IF FUNDING OCCURS WITHIN.......               CASH                      EQUITY AT .15/SHARE
-----------------------------------------------------------------------------------------------------------
       30 days of this agreement                     7%                               3%
-----------------------------------------------------------------------------------------------------------
      30-60 days of this agreement                   5%                               5%
-----------------------------------------------------------------------------------------------------------
       >60 days of this agreement                    5%                               3%
-----------------------------------------------------------------------------------------------------------
</TABLE>

Should  consultant  bring in a third party that is subject to a fee for the same
funds  the  consultant  fee such fee  shall be split  (1/2) to third  party  and
company shall  negotiate  directly with the third party any additional fee prior
to an investment  being made. It is  specifically  understood that Consultant is
not and does not hold  itself  out be a  Broker/Dealer,  but is rather  merely a
"Finder" in reference to the Company procuring financing sources and acquisition
candidates.  Any obligation to pay a "Finder's Fee" hereunder  shall survive the
merging,  acquisition,  or other change in the form of entity of the Company and
to the extent it remains  unfulfilled  shall be assigned and  transferred to any
successor to the Company.

      5.1  It is  further  understood  that  Company,  and  not  Consultant,  is
responsible  to  perform  any and  all due  diligence  on  such  lender,  equity
purchaser or  acquisition  candidate  introduced to it by Consultant  under this
Agreement, prior to Company receiving funds or closing on any acquisition.

However,  Consultant  will not  introduce  any  parties to Company  about  which
Consultant  has any  prior  knowledge  of  questionable,  unethical  or  illicit
activities.

      5.2 Company agrees that said  compensation to Consultant  shall be paid in
full at the time said financing or  acquisition is closed (funds  received) such
compensation  to be  transferred  by  Company  to  Consultant  within  seven (7)
business days of the execution of the financing of acquisition closing document.

Payment of said compensation,  shall be a condition  precedent to the closing of
such financing or  acquisition,  and Company shall execute any and all documents
necessary to effect said compensation.

      5.3 Consultant will notify Company of introductions it makes for potential
sources of financing or acquisitions in a timely manner (within  approximately 3
days  of  introduction)  via  facsimile  memo.  If  Company  has  a  preexisting
relationship  with such nominee and believes  such party should be excluded from
this  Agreement,   then  Company  will  notify  Consultant   immediately  within
twenty-four (24) hours of Consultant's facsimile to Company of such circumstance
via facsimile memo.


6. Non-Assignability of Services.  Consultant's services under this contract are
offered to Company  only and may not be  assigned  by Company to ant entity with
which Company merges or which acquires the Company or  substantially  all of its
assets.  In the  event  of such  merger  or  acquisition,  all  compensation  to
Consultant  herein  under the  schedules  set forth  herein shall remain due and
payable, and any compensation  received by the Consultant may be retained in the
entirety by  Consultant,  all without any reduction or  pro-rating  and shall be

<PAGE>

considered  and  remain  fully  paid  and  non-assessable.  Notwithstanding  the
non-assignability  of  Consultant's  services,  Company shall assure that in the
event of any merger,  acquisition, or similar change of form of entity, that its
successor  entity  shall  agree  to  complete  all  obligations  to  Consultant,
including  the  provision  and  transfer  of all  compensation  herein,  and the
preservation  of the  value  thereof  consistent  with  the  rights  granted  to
Consultant by the Company herein, and to Shareholders.

7.  Expenses.  Consultant  agrees to pay for all its expenses  (phone,  mailing,
labor, etc.), other than extraordinary items (TRAVEL REQUIRED BY/OR SPECIFICALLY
REQUESTED  BY THE COMPANY,  LUNCHEONS  OR DINNERS TO LARGE GROUPS OF  INVESTMENT
PROFESSIONALS,   MASS  FAXING  TO  A  SIZABLE   PERCENTAGE   OF  THE   COMPANY'S
CONSTITUENTS,  INVESTOR CONFERENCE CALLS, PRINT  ADVERTISEMENTS IN PUBLICATIONS,
ETC.) COMPANY AGREES TO PREPARE AND DELIVER TO CONSULTANT 250 INVESTOR PACKAGES.

8.   Indemnification.   The  Company  warrants  and  represents  that  all  oral
communications,  written  documents or materials  furnished to Consultant by the
Company  with  respect  to  financial  affairs,  operations,  profitability  and
strategic  planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without  independent  investigation.  The Company will protect,
indemnify  and  hold  harmless  Consultant  against  any  claims  or  litigation
including  any  damages,  liability,  cost  and  reasonable  attorney's  fees as
incurred  with  respect  thereto  resulting  from  Company's   communication  or
dissemination of any said information, documents or materials provided.

The Consultant will protect, indemnify and hold harmless the Company against any
claims or litigation including any damages, liability, cost and t 6 0 reasonable
attorney's  fees as incurred with respect  thereto  resulting from  Consultant's
communication or dissemination of any said  information,  documents or materials
excluding information provided by the Company to the Consultant.

9.  Representations.  Consultant  represents that it is not required to maintain
any licenses and registrations under federal or any state regulations  necessary
to perform the services set forth herein.  Consultant  acknowledges that, to the
best of its  knowledge,  the  performance  of the  services set forth under this
Agreement will not violate any rule or provision of any regulatory agency having
jurisdiction over Consultant.  Consultant further  acknowledges that it is not a
securities   Broker  Dealer  or  a  registered   investment   advisor.   Company
acknowledges  that, to the best of its  knowledge,  that it has not violated any
rule or provision of any regulatory agency having jurisdiction over the Company.
Company  acknowledges  that,  to the best of its  knowledge,  Company is not the
subject of any investigation,  claim, decree or judgment involving any violation
of the SEC or securities laws.

10. Legal Representation.  The Company acknowledges that it has been represented
by independent  legal counsel in the preparation of this  Agreement.  Consultant
represents  that it has consulted  with  independent  legal counsel  and/or tax,
financial and business advisors, to the extent the Consultant deemed necessary.


<PAGE>

11. Status as Independent  Contractor.  Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee, officer or
other agent of the Company.  Neither party to this Agreement  shall represent or
hold itself out to be the employer or employee of the other.  Consultant further
acknowledges  the  consideration  provided  hereinabove  is a  gross  amount  of
consideration and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other payroll taxes.
All such income  taxes and other such  payment  shall be made or provided for by
Consultant and the Company shall have no responsibility or duties regarding such
matters.  Neither the Company or the  Consultant  possess the  authority to bind
each other in any agreements  without the express  written consent of the entity
to be bound.

12.  Attorney's Fee. If any legal action or any arbitration or other  proceeding
is brought for the enforcement or interpretation  of this Agreement,  or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
or related to this  Agreement,  the  successful  or  prevailing  party  shall be
entitled to recover  reasonable  attorneys'  fees and other costs in  connection
with that action or  proceeding,  in addition to any other relief to which it or
they may be entitled.

13.  Waiver.  The waiver by either  party of a breach of any  provision  of this
Agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent breach by such other party.

14 .Notices. All notices,  requests, and other communications hereunder shall be
deemed to be duly given if sent by U.S. mail, postage prepaid,  addressed to the
other party at the address as set forth herein below:

<PAGE>

----------------------------------------------------------------------
To the Company:                    To the Consultant:
Molecular Diagnostics, Inc.        Redwood Consultants, LLC
Peter Gombrich, CEO                Jens Dalsgaard, Managing Director
414 North Orleans Street           366 Bel Marin Keys Blvd.
Suite 800                          Bel Marin Keys, CA. 94949
Chicago, IL 60610

----------------------------------------------------------------------

      It is understood that either party may change the address to which notices
for it shall be addressed by providing  notice of such change to the other party
in the manner set forth in this paragraph.

Choice of Law,  Jurisdiction  and Venue.  This  Agreement  shall be governed by,
construed and enforced in accordance  with the laws of the State of  California.
The parties  agree that Marin  County,  CA. will be the venue of any dispute and
will have jurisdiction over all parties.

Arbitration.  Any  controversy  or  claim  arising  out of or  relating  to this
Agreement, or the alleged breach thereof, or relating to Consultant's activities
or remuneration under this Agreement, shall be settled by binding arbitration in
California,  in accordance with the applicable rules of the American Arbitration
Association,  and judgment on the award rendered by the  arbitrator(s)  shall be
binding on the parties and may be entered in any court  having  jurisdiction  as
provided by Paragraph 14 herein.

Complete Agreement.  This Agreement contains the entire agreement of the parties
relating to the subject matter  hereof.  This Agreement and its terms may not be
changed  orally but only by an agreement in writing  signed by the party against
whom enforcement of any waiver, change, modification,  extension or discharge is
sought.

AGREED TO:

" Molecular Diagnostics, Inc. "


Date:                               By: ___________________________________

                                    Peter Gombrich, Chief Executive Officer


"Consultant"                        REDWOOD CONSULTANTS, LLC


 Date:                              By:____________________________________
                                       Jens Dalsgaard, Managing Director