Exhibit 10.47

                             SUBSCRIPTION AGREEMENT

                           MOLECULAR DIAGNOSTICS, INC.

            Molecular Diagnostics,  Inc. (the "Company") has authorized for sale
through Bathgate Capital Partners LLC (the "Placement  Agent"),  40 Units,  each
comprising one $100,000  principal amount,  10% secured  convertible  debentures
("Notes") and warrants  ("Warrants")  to purchase 25,000 shares of the Company's
$.001  par  value  common  stock  ("Common  Stock").  The  Minimum  offering  is
$1,500,000  minimum  offering;  the Maximum Offering is $4,000,000.  The minimum
investment is $100,000.

            The   undersigned   hereby   subscribes   for   ____________   Units
($________)(the "Subscription Price").

            The Common Stock included in the Unit or issuable upon conversion of
the Note shall be registered  for public sale with the  Securities  and Exchange
Commission  (the  "Commission"),  in accordance  with the terms set forth in the
registration  rights  agreement  (the  "Registration  Agreement"),  entered into
between the holder of the Note (the "Holder") and the Company of even date.

            The undersigned  agrees to pay the aggregate  Subscription Price for
the Unit being purchased hereunder. The entire purchase price is due and payable
upon the submission of this Subscription Agreement, and shall be payable by wire
transfer to the order of "Molecular  Diagnostics,  Inc.  Escrow  Account" at AMG
Guaranty Trust, National Association (the "Escrow Agent"). The wire instructions
are as follows:

                  AMG Guaranty Trust Co.
                  ABA No. 102000966
                  N/O:  Trust Department
                  F/B/O Molecular Diagnostics, Inc. Escrow Account
                  Account No. 01-


            The Company has the right to reject this subscription in whole or in
part.

            The undersigned acknowledges that the Unit being purchased hereunder
and its component  securities will not be registered under the Securities Act of
1933 (the "Act"),  or the securities  laws of any state (the "State  Acts"),  in
reliance upon an exemption from the registration requirements of the Act and the
State Acts; that absent an exemption from registration  contained in the Act and
the State Acts, the Unit, Note and Common Stock would require registration;  and
that the Company's  reliance upon such  exemptions is based,  in material  part,
upon the undersigned's representations,  warranties, and agreements contained in
this Subscription Agreement and the Registration Rights Agreement (collectively,
the "Subscription Documents").


<PAGE>

            1. The undersigned represents, warrants, and agrees as follows:

                  a. The undersigned agrees that this Subscription  Agreement is
and shall be irrevocable.

                  b. The  undersigned  has  carefully  read the Term Sheet dated
January 15, 2004; the Form of Secured  Convertible  Promissory Note, the Form of
Warrant,  and the Form of General  Security  Agreement,  a list of litigation in
which the Company is involved,  and the  unaudited  financial  statements of the
Company  dated  November  21,  2003,  each of  which  has been  provided  to the
undersigned;  and the following  filings made by the Company with the Securities
and Exchange Commission  ("SEC"),  all of which are available on the Internet at
www.sec.gov,  including  the Form 10-K Annual  Report filed with the SEC on July
21, 2003, the Form 10-QSB Quarterly Report filed with the SEC on August 1, 2003,
the Form 10-QSB Quarterly Report filed with the SEC on August 13, 2003, the Form
10-QSB  Quarterly  Report filed with the SEC on November 19, 2003,  the Form 8-K
Current  Report  filed with the SEC on November  21, 2003 and the Form  10-QSB/A
Quarterly  Report  filed with the SEC on November  21, 2003  (collectively,  the
"Disclosure  Materials") and of which the undersigned  acknowledges  will obtain
from the SEC's  web site at  www.sec.gov.  The  undersigned  has been  given the
opportunity  to  ask  questions  of,  and  receive  answers  from,  the  Company
concerning  the  terms  and  conditions  of this  Offering  and  the  Disclosure
Materials and to obtain such additional  information,  to the extent the Company
possesses  such  information  or can acquire it without  unreasonable  effort or
expense,  necessary to verify the accuracy of same as the undersigned reasonably
desires in order to evaluate the  investment.  The  undersigned  understands the
Disclosure Materials, and the undersigned has had the opportunity to discuss any
questions  regarding any of the  Disclosure  Materials with his counsel or other
advisor.  Notwithstanding  the foregoing,  the only  information  upon which the
undersigned  has  relied  is that set  forth in the  Disclosure  Materials.  The
undersigned  has received no  representations  or warranties from the Company or
the  Placement  Agent,  their  employees,  agents or  attorneys,  in making this
investment  decision  other than as set forth in the Disclosure  Materials.  The
undersigned does not desire to receive any further information.

                  c. The undersigned is aware that the purchase of the Unit is a
speculative  investment  involving  a high  degree  of  risk,  that  there is no
guarantee that the undersigned will realize any gain from this  investment,  and
that the undersigned could lose the total amount of this investment.

                  d. The undersigned understands that no federal or state agency
has made any finding or  determination  regarding  the  fairness of the Unit for
investment, or any recommendation or endorsement of the Unit.

                  e.  The   undersigned   is   purchasing   the  Units  for  the
undersigned's  own  account,  with the  intention  of holding  the Units with no
present  intention  of  dividing  or  allowing  others  to  participate  in this
investment or of reselling or otherwise  participating,  directly or indirectly,


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<PAGE>

in a distribution of the Units or the securities underlying the Units, and shall
not make any sale,  transfer,  or pledge thereof without  registration under the
Act and any applicable  securities laws of any state or unless an exemption from
registration is available under those laws.

                  f. The undersigned  represents  that if an individual,  he has
adequate means of providing for his or her current needs and personal and family
contingencies and has no need for liquidity in this investment in the Units. The
undersigned  has no  reason  to  anticipate  any  material  change in his or her
personal financial condition for the foreseeable future.

                  g. The  undersigned is  financially  able to bear the economic
risk of this investment,  including the ability to hold the Units  indefinitely,
or to afford a complete loss of his investment in the Units.

                  h. The undersigned  represents that the undersigned's  overall
commitment   to   investments   which  are  not   readily   marketable   is  not
disproportionate   to  the   undersigned's  net  worth,  and  the  undersigned's
investment  in the  Units  will not  cause  such  overall  commitment  to become
excessive.  The  undersigned  understands  that the statutory basis on which the
Units are being sold to the undersigned and others would not be available if the
undersigned's  present  intention  were to hold the Units for a fixed  period or
until the occurrence of a certain event.  The  undersigned  realizes that in the
view of the Commission, a purchase now with a present intent to resell by reason
of a foreseeable  specific  contingency or any anticipated  change in the market
value, or in the condition of the Company,  or that of the industry in which the
business  of the  Company  is  engaged  or in  connection  with  a  contemplated
liquidation,  or  settlement  of any loan  obtained by the  undersigned  for the
acquisition of the Units, and for which such Units may be pledged as security or
as donations to religious or charitable institutions for the purpose of securing
a deduction on an income tax return,  would, in fact,  represent a purchase with
an intent  inconsistent with the undersigned's  representations  to the Company,
and the Commission would then regard such sale as a sale for which the exemption
from registration is not available. The undersigned will not pledge, transfer or
assign this Subscription Agreement.

                  i. The undersigned represents that the funds provided for this
investment are either separate property of the undersigned,  community  property
over which the undersigned  has the right of control,  or are otherwise funds as
to which the  undersigned  has the sole right of management.  The undersigned is
purchasing the Units with the funds of the undersigned and not with the funds of
any  other  person,  firm,  or  entity  and  is  acquiring  the  Units  for  the
undersigned's  account.  No person other than the undersigned has any beneficial
interest in the Units being purchased hereunder.

                  j. The address shown under the undersigned's  signature at the
end of this Subscription  Agreement is the undersigned's  principal residence if
he or she  is an  individual,  or  its  principal  business  address  if it is a
corporation or other entity.



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<PAGE>

                  l.  The  undersigned  has such  knowledge  and  experience  in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of an investment in the Units.

                  m. The undersigned  acknowledges that the certificates for the
securities comprising the Unit which the undersigned will receive will contain a
legend substantially as follows:

                  THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR
                  INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION
                  OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A
                  SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
                  OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF
                  1933 (THE "ACT"), AS AMENDED, OR EVIDENCE SATISFACTORY TO THE
                  COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.

                  The  undersigned  further  acknowledges  that a stop  transfer
order will be placed upon the certificates for the securities in accordance with
the Act.  The  undersigned  further  acknowledges  that the  Company is under no
obligation to aid the  undersigned in obtaining any exemption from  registration
requirements.

                  n.  The  undersigned  represents  that  he is  an  "accredited
investor" as that term is defined under the Act.

            2.  The  undersigned  expressly  acknowledges  and  agrees  that the
Company is  relying  upon the  undersigned's  representations  contained  in the
Subscription  Documents.  The  undersigned  further  acknowledges  that Bathgate
Capital  Partners LLC has acted as placement agent with respect to this offering
(the "Placement Agent"). In consideration for its services,  the Placement Agent
will receive (i) a commission equal to 4% of the gross proceeds of the loan; and
(ii) a warrant to purchase 1,000 shares of the Company's Common Stock at a price
of $0.18 per share, for each Unit sold in the offering.

            3. The Company has been duly and validly incorporated and is validly
existing and in good  standing as a  corporation  under the laws of the State of
Delaware.  The Company represents that it has all requisite power and authority,
and all necessary  authorizations,  approvals and orders required as of the date
hereof to own its  properties  and conduct  its  business  as  described  in the
Disclosure  Materials  and to enter into this  Subscription  Agreement and to be


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<PAGE>

bound by the provisions and conditions hereof;  provided,  however,  the Company
must  file a  Certificate  of  Amendment  to the  Certificate  of  Incorporation
("Certificate  of  Amendment")  with  the  State  of  Delaware   increasing  its
authorized  capital to enable the Company to reserve and issue all of the shares
of common stock issuable in connection with the sale of the Units.

            4. The Company covenants and agrees that:

            a. This  transaction  is  subject  to the  execution  of a  security
agreement, substantially in the form attached hereto as Exhibit A.

            b. This  transaction  is subject to the  conversion  of  $190,000 of
Suzanne Gombrich's secured promissory note to 1,900,000 shares of common stock.

            c. This  transaction is subject to the conversion of the outstanding
$1,980,200  Bridge II 12% secured  promissory  notes issued from October 2002 to
November 2003 to shares of common stock;  provided,  however, it shall be within
the  Placement  Agent's  discretion to close this offering in the event that not
all of the Bridge II 12% secured promissory notes are converted.

            d. Upon the  completion  of the  minimum  offering  in the amount of
$1,500,000, Peter Gombrich will resign as an executive officer of the Company.

            5. Except as otherwise specifically provided for hereunder, no party
shall be deemed to have waived any of his or its rights  hereunder  or under any
other agreement,  instrument or papers signed by any of them with respect to the
subject  matter  hereof unless such waiver is in writing and signed by the party
waiving said right. Except as otherwise specifically provided for hereunder,  no
delay or  omission  by any party in  exercising  any right  with  respect to the
subject  matter  hereof  shall  operate as a waiver of such right or of any such
other  right.  A waiver on any one occasion  with respect to the subject  matter
hereof  shall not be construed as a bar to, or waiver of, any right or remedy on
any future occasion.  All rights and remedies with respect to the subject matter
hereof,  whether  evidenced  hereby or by any other  agreement,  instrument,  or
paper, will be cumulative, and may be exercised separately or concurrently.

            6. The parties have not made any  representations or warranties with
respect to the subject matter hereof not set forth herein, and this Subscription
Agreement,  together with any instruments or documents  executed  simultaneously
herewith in connection  with this  offering,  constitutes  the entire  agreement
between them with respect to the subject matter hereof.  All  understandings and
agreements heretofore had between the parties with respect to the subject matter
hereof are merged in this  Subscription  Agreement and any such  instruments and
documents, which alone fully and completely expresses their agreement.

            7.  This  Subscription  Agreement  may  not  be  changed,  modified,
extended,  terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement.



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<PAGE>

            8. The  parties  agree to  execute  any and all such  other  further
instruments  and  documents,  and to  take  any  and all  such  further  actions
reasonably required to effectuate this Subscription Agreement and the intent and
purposes hereof.

            9. This Subscription Agreement shall be governed by and construed in
accordance  with the laws of the State of Illinois  and the  undersigned  hereby
consents  to the  jurisdiction  of the courts of the State of  Illinois  and the
United States District Courts situated therein.








                              [INTENTIONALLY BLANK]


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<PAGE>

                             EXECUTION BY SUBSCRIBER


$
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                     Exact Name in Which Title is to be Held


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                                   (Signature)


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                               Name (Please Print)


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                          Residence: Number and Street


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City                               State                               Zip Code


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                             Social Security Number



Accepted  this  _____  day  of   ___________,   2004,  on  behalf  of  Molecular
Diagnostics, Inc.


                                                     By:
                                                        -----------------------
                                                            Peter Gombrich, CEO



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