Exhibit 10.48

                                  FORM OF NOTE



THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"),  OR UNDER THE  PROVISIONS OF ANY APPLICABLE  STATE  SECURITIES
LAWS,  BUT HAS BEEN  ACQUIRED BY THE  REGISTERED  HOLDER  HEREOF FOR PURPOSES OF
INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER
ANY  APPLICABLE  STATE  SECURITIES  LAWS.  THIS  NOTE MAY NOT BE SOLD,  PLEDGED,
TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS
OF THE 1933 ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR  PURSUANT  TO AN
EFFECTIVE REGISTRATION STATEMENT;  AND IN THE CASE OF AN EXEMPTION,  ONLY IF THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE.

                           MOLECULAR DIAGNOSTICS, INC.


___________ __, 2004                                          Chicago, Illinois
                                                                 $     .00

                         10% CONVERTIBLE PROMISSORY NOTE

            Molecular Diagnostics, Inc., a Delaware corporation (the "Company"),
for  value  received,  hereby  promises  to  pay  to  ____________________,   or
registered assigns (the "Holder") on December 31, 2008 (the "Maturity Date"), at
the Holder's address on the books of the Company (the "Holder's  Address"),  the
principal  sum of  ____________  Thousand  Dollars  ($____,000)  in such coin or
currency  of the United  States of  America  as at the time of payment  shall be
legal tender for the payment of public and private debts, and to pay interest on
the outstanding  principal sum hereof at the rate of ten percent (10%) per annum
(the  "Note").  Principal  shall be payable on the Maturity Date in like coin or
currency to the Holder  hereof at the office of the Company as  hereinafter  set
forth,  provided that any payment  otherwise due on a Saturday,  Sunday or legal
Bank holiday may be paid on the following business day. Interest accrued through
December  31,  2006  shall  be  payable  on a  semi-annual  basis on June 30 and
December 31 in shares of common stock of the Company at the moving  average last
sales price of the  Company's  common stock for the 20 trading days  immediately
preceding  the interest  payment  date.  Interest  accrued from January 31, 2007
through December 31, 2008 shall be payable on a semi-annual basis on June 30 and
December  31 in like coin or  currency  to the  Holder  hereof  at the  Holder's
Address,  provided that any payment otherwise due on a Saturday, Sunday or legal
Bank holiday may be paid on the  following  business  day. In the event that for
any reason whatsoever any interest or other  consideration  payable with respect
to this Note shall be deemed to be usurious by a court of competent jurisdiction
under the laws of the State of Illinois or the laws of any other state governing
the repayment  hereof,  then so much of such interest or other  consideration as
shall be deemed to be usurious  shall be held by the holder as security  for the
repayment of the  principal  amount hereof and shall  otherwise be waived.  This
Note is one of a series of Notes aggregating up to $4,000,000 in principal.  Any
conversion of this Note is subject to filing the Certificate of Amendment as set
forth in Section 3 of the Subscription Agreement of even date herewith.

            1. TRANSFERS OF NOTE TO COMPLY WITH THE 1933 ACT

            The  Holder  agrees  that  this  Note may not be sold,  transferred,
pledged,  hypothecated  or  otherwise  disposed of except as  follows:  (1) to a
person whom the Note may legally be transferred without registration and without


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delivery of a current  prospectus  under the 1933 Act with  respect  thereto and
then only  against  receipt of an  agreement  of such  person to comply with the
provisions of this Section 1 with respect to any resale or other  disposition of
the Note;  or (2) to any person upon  delivery of a prospectus  then meeting the
requirements  of the 1933  Act  relating  to such  securities  and the  offering
thereof  for  such  sale  or  disposition,  and  thereafter  to  all  successive
assignees.

            2. PREPAYMENT; AUTOMATIC CONVERSION; CONVERSION

            The principal amount of this Note may be prepaid by the Company,  in
whole or in part without premium or penalty, at any time. Upon any prepayment of
the entire principal amount of this Note, all accrued, but unpaid interest shall
be paid to the Holder on the date of prepayment.

            At any time prior to or at the time of repayment of this Note by the
Company,  the  Holder  may elect to  convert  some or all of the  principal  and
interest owing on this Note into shares of the Company's  common stock,  subject
to the restrictions contained herein. The conversion rate shall equal the amount
to be  converted,  divided by $.10 per share.  Such election to convert shall be
evidenced by completion of the conversion notice attached hereto and delivery of
such notice to the Company.  The Holder's right to convert the  obligations  due
under this Note to common stock shall  supercede  the  Company's  right to repay
such obligations in cash, subject to the restrictions contained herein.

            At anytime prior to the Maturity  Date,  this Note is  automatically
converted  into  shares of common  stock of the Company in the event that (i) if
the closing sales price of the  Company's  common stock is equal to or in excess
of $.30 for a period of twenty (20)  consecutive  trading  days;  (ii) the daily
average  trading  volume for those  twenty (20) days is equal to or in excess of
250,000;  (iii) the Common Stock underlying the Notes and Warrants is registered
for resale under the 1933 Act; (iv) the Company has sufficient  shares of Common
Stock authorized to issue for the converted  notes;  and (v) Suzanne  Gombrich's
secured  convertible  promissory  note has been  converted  to equity or paid in
full.

            In  the  event  the  Company  intends  to  prepay  any or all of the
outstanding principal or interest on this Note, the Company must provide written
notice to the  Holder at least ten (10) days  prior to the  proposed  prepayment
date  ("Prepayment  Date").  If the Holder  wishes to convert  any or all of the
outstanding  principal or interest on this Note rather than receiving payment in
cash,  the Holder  must  notify the Company no later than five (5) days prior to
the  Prepayment  Date by  delivering  to the  Company  a  completed  copy of the
conversion notice attached hereto. If the Holder wishes to convert any or all of
the  outstanding  principal or interest on this Note prior to the Maturity Date,
rather  than  receiving  payment in cash,  the Holder must notify the Company no
later than five (5) days prior to the Maturity Date by delivering to the Company
a completed copy of the conversion notice attached hereto.

            In the event the Holder elects to convert a portion of the principal
or interest on this Note, or the Company prepays any portion of the principal or
interest on this Note, the Holder shall deliver this Note to the Company and the


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Company  shall  issue a new  Note to the  Holder  evidencing  the  reduction  of
principal or interest.

            3. SECURITY. This Note is subject to a General Security Agreement of
even date between the Company and the Holder.

            4. COVENANTS OF COMPANY

            The Company  covenants and agrees that, so long as any principal of,
or interest on, this Note shall remain unpaid, unless the Holder shall otherwise
consent in writing, it will comply with the following terms:

            (a) REPORTING REQUIREMENTS. The Company will furnish to the Holder:

            (i) as soon as possible, and in any event within ten (10) days after
obtaining  knowledge  of the  occurrence  of  (A)  an  "Event  of  Default,"  as
hereinafter  defined, (B) an event which, with the giving of notice or the lapse
of time or both, would constitute an Event of Default, or (C) a material adverse
change in the condition or operations,  financial or otherwise,  of the Company,
taken as whole,  the written  statement  of the Chief  Executive  Officer or the
Chief Financial Officer of the Company,  setting forth the details of such Event
of Default,  event or material  adverse  change and the action which the Company
proposes to take with respect thereto;

            (ii)  promptly  after the sending or filing  thereof,  copies of all
financial  statements,  reports,  certificates of its Chief  Executive  Officer,
Chief Financial  Officer or accountants and other  information which the Company
or any subsidiary sends to any holders (other than the Notes) of its securities;

            (iii)  promptly  after  the  commencement  thereof,  notice  of each
action,  suit or proceeding before any court or other governmental  authority or
other  regulatory  body or any  arbitrator  as to which  there  is a  reasonable
possibility of a determination  that would (A) materially  impact the ability of
the  Company or any  subsidiary  to conduct its  business,  (B)  materially  and
adversely affect the business,  operations or financial condition of the Company
taken as a whole, or (C) impair the validity or  enforceability  of the Notes or
the ability of the Company to perform its obligations under the Notes.

            (b) COMPLIANCE  WITH LAWS. The Company will comply,  in all material
respects with all applicable laws, rules,  regulations and orders, except to the
extent  that  noncompliance  would not have a material  adverse  effect upon the
business, operations or financial condition of the Company taken as a whole.

            (c)  PRESERVATION  OF  EXISTENCE.  The  Company  will  maintain  and
preserve,  and cause each  subsidiary,  if any, to maintain  and  preserve,  its
existence,  and become or remain  duly  qualified  and in good  standing in each
jurisdiction  in which the  failure  to be so  qualified  would  have a material
adverse  effect  on the  business,  operations  or  financial  condition  of the
Company, taken as a whole.

            (d)  MAINTENANCE  OF  PROPERTIES.  The  Company  will  maintain  and
preserve, all of its properties which are necessary in the proper conduct of its
business in good working order and  condition,  ordinary wear and tear excepted,


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<PAGE>

and  comply,  at all times  with the  provisions  of all leases to which it is a
party as  lessee or under  which it  occupies  property,  so as to  prevent  any
forfeiture or material loss thereof or thereunder.

            (e)  MAINTENANCE  OF  INSURANCE.  The Company  will  maintain,  with
responsible and reputable insurers, insurance with respect to its properties and
business,  in such amounts and covering such risks,  as is carried  generally in
accordance  with sound business  practice by companies in similar  businesses in
the same localities in which the Company is situated.

            (f) KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The Company  will keep
adequate records and books of account,  with complete entries made in accordance
with generally accepted accounting  principles,  reflecting all of its financial
and other business transactions.

            (g) COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934. The Company
shall comply in all respects with the  requirements  of the Securities  Exchange
Act of 1934, including the filing of all reports due thereunder.

            (h) RESERVATION OF COMMON STOCK.  The Company further  covenants and
agrees that the Company will at all times have  authorized  and  reserved,  free
from  preemptive  rights,  a sufficient  number of shares of its common stock to
provide for the conversion of this Note in full.

            5. EVENTS OF DEFAULT AND REMEDIES

            (a) Any  one or  more  of the  following  events  which  shall  have
occurred  and be  continuing  shall  constitute  an event of default  ("Event of
Default"):

                  (i) Default in the payment of interest  upon this Note, as and
when the same shall become due; or

                  (ii) Default in the payment of the  principal of this Note, as
and when the same shall become due; or

                  (iii)  The  Company  shall  fail to  perform  or  observe  any
affirmative  covenant  contained  in  this  Note or the  subscription  agreement
executed by the  Company and the Holder as of the date hereof and such  Default,
if capable of being  remedied,  shall not have been remedied ten (10) days after
written notice thereof shall have been given by the Holder to the Company; or

                  (iv) The Company or any  subsidiary  (A) shall  institute  any
proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent,  or
seeking  dissolution,  liquidation,  winding  up,  reorganization,  arrangement,
adjustment,  protection,  relief or composition of it or its debts under any law
relating to bankruptcy,  insolvency or reorganization  or relief of debtors,  or
seeking  the entry of any order for  relief or the  appointment  of a  receiver,
trustee,  custodian  or other  similar  official  for such  the  Company  or any


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<PAGE>

subsidiary or for any substantial part of its property,  or shall consent to the
commencement against it of such a proceeding or case, or shall file an answer in
any such case or proceeding commenced against it consenting to or acquiescing in
the commencement of such case or proceeding, or shall consent to or acquiesce in
the appointment of such a receiver,  trustee, custodian or similar official; (B)
shall be unable to pay its debts as such debts  become  due,  or shall  admit in
writing its  inability  to apply its debts  generally;  (C) shall make a general
assignment  for the  benefit  of  creditors;  or (D)  shall  take any  action to
authorize  or effect any of the  actions set forth  above in this  subsection  3
(iv); or

                  (v) Any  proceeding  shall be  instituted  against the Company
seeking  to  adjudicate  it a bankrupt  or  insolvent,  or seeking  dissolution,
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief  of  debtors,  or  seeking  the  entry  of an  order  for  relief  or the
appointment of a receiver,  trustee, custodian or other similar official for the
Company or for any substantial part of its property,  and either such proceeding
shall not have been  dismissed  or shall  not have been  stayed  for a period of
sixty  (60) days or any of the  actions  sought in such  proceeding  (including,
without  limitation,  the  entry  of any  order  for  relief  against  it or the
appointment of a receiver,  trustee,  custodian or other similar official for it
or for any substantial part of its property) shall occur; or

                  (vi) One or more final  judgments or orders for the payment of
money in excess of  $100,000  in the  aggregate  shall be  rendered  against the
Company, and either (A) enforcement proceedings shall have been commenced by any
creditor  upon any such  judgment or order,  or (B) there shall be any period of
thirty (30) days during which  enforcement  of any such  judgment or order shall
not be discharged, stayed or fully satisfied.

            (b) If an Event of Default  described  above has occurred,  then the
Holder may, without further notice to the Company,  declare the principal amount
of this Note at the time  outstanding,  together  with accrued  unpaid  interest
thereon,  and all other amounts  payable under this Note to be forthwith due and
payable,  whereupon such  principal,  interest and all such amounts shall become
and be forthwith due and payable.

            (c) The Company covenants that in case the principal of, and accrued
interest on, the Note becomes due and payable by declaration or otherwise,  then
the Company  will pay in cash to the Holder of this Note,  the whole amount that
then shall have become due and payable on this Note for  principal  or interest,
as the case may be, and in addition  thereto,  such  further  amount as shall be
sufficient to cover the costs and expenses of collection,  including  reasonable
fees and disbursements of the Holder's legal counsel.  In case the Company shall
fail  forthwith  to pay such  amount,  the  Holder  may  commence  an  action or
proceeding at law or in equity for the collection of the sums so due and unpaid,
and may  prosecute  any such action or  proceeding  to judgment or final  decree
against Company or other obligor upon this Note,  wherever situated,  the monies
adjudicated or decreed to be payable.

            6. MISCELLANEOUS

            (a)  This  Note  has  been  issued  by  the   Company   pursuant  to
authorization of the Board of Directors of the Company.

            (b) The Company may consider and treat the entity in whose name this
Note  shall  be  registered  as the  absolute  owner  thereof  for all  purposes
whatsoever (whether or not this Note shall be overdue) and the Company shall not
be affected by any notice to the  contrary.  Subject to the  limitations  herein
stated,  the registered owner of this Note shall have the right to transfer this


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Note by assignment,  and the transferee  thereof shall, upon his registration as
owner  of this  Note,  become  vested  with all the  powers  and  rights  of the
transferor. Registration of any new owners shall take place upon presentation of
this  Note  to  the  Company  at its  principal  offices,  together  with a duly
authenticated  assignment.  In  case  of  transfer  by  operation  of  law,  the
transferee agrees to notify the Company of such transfer and of his address, and
to submit  appropriate  evidence regarding the transfer so that this Note may be
registered in the name of the transferee.  This Note is transferable only on the
books of the  Company by the holder  hereof,  in person or by  attorney,  on the
surrender  hereof,  duly endorsed.  Communications  sent to any registered owner
shall be  effective  as  against  all  holders  or  transferees  of the Note not
registered at the time of sending the communication.

            (c)  Payments of principal  and interest  shall be made as specified
above to the  registered  owner of this Note.  No interest  shall be due on this
Note for such period of time that may elapse  between the  maturity of this Note
and its presentation for payment.

            (d) The Holder  shall not,  by virtue,  hereof,  be  entitled to any
rights of a  shareholder  in the Company,  whether at law or in equity,  and the
rights of the Holder are limited to those expressed in this Note.

            (e) Upon receipt by the Company of evidence reasonably  satisfactory
to it of the loss,  theft,  destruction  or mutilation of this Note, and (in the
case of loss, theft or destruction) of reasonably satisfactory  indemnification,
and upon  surrender and  cancellation  of this Note,  if mutilated,  the Company
shall execute and deliver a new Note of like tenor and date.

            (f) This Note shall be construed and enforced in accordance with the
laws of the State of Illinois.  The Company and the Holder hereby consent to the
jurisdiction  of the  Courts  of the State of  Illinois  and the  United  States
District  Courts situated  therein in connection with any action  concerning the
provisions of this Note instituted by the Holder against the Company.

            IN WITNESS WHEREOF, Molecular Diagnostics,  Inc. caused this Note to
be signed in its name by its Chief Executive Officer.

                           Molecular Diagnostics, Inc.


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


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                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


      The undersigned  hereby elects to convert  $_________ of the principal and
$_________ of the interest due on the Note issued by Molecular Diagnostics, Inc.
into Shares of Common Stock  according to the conditions set forth in such Note,
as of the date written below.  The  undersigned  further  affirms that as of the
date hereof, the  representations  and warranties made by the undersigned in the
subscription  agreement of even date with the promissory  note being  converted,
are true and correct as if such  representations  and warranties were made as of
the date hereof.



Date of Conversion:____________________________________________________________


Conversion Price:  $.10 per share


Shares To Be Delivered:________________________________________________________


Signature:_____________________________________________________________________


Print Name:____________________________________________________________________


Address:_______________________________________________________________________







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