EXHIBIT 10.28

                                January 15, 2005

Molecular Diagnostics, Inc.
414 North Orleans Street

Suite 502
Chicago, Illinois 60610

Ladies and Gentlemen:

         This Subscription Agreement (the "Agreement") sets forth the agreements
and  understandings   between  the  undersigned   ("Subscriber")  and  Molecular
Diagnostics,  Inc.,  a  corporation  organized  under the laws of Delaware  (the
"Company"),  relating to  Subscriber's  subscription  for,  and purchase of, the
number of  shares  of common  stock,  par  value  $.001 per share  (the  "Common
Stock"), of the Company set forth on the signature page hereto (the "Shares").

         1. Terms of Subscription; Warrants.

                  (a)  Subscriber   understands  and  agrees  that  Subscriber's
subscription,  purchase  and  ownership  of the  Shares and  acquisition  of the
Warrant (as defined  below) are subject to acceptance  by the Company,  and that
such purchase and acquisition  will be made only in accordance with the terms of
this Agreement.

                  (b) In consideration for Subscriber's  purchase of the Shares,
at the Closing the Company shall issue to  Subscriber a warrant (the  "Warrant")
to purchase  the number of shares of Common  Stock,  rounded down to the nearest
whole  number,  equal to the  product  of (x) .25 and (y) the  number  of Shares
purchased  by  Subscriber  (such  shares  subject to the  Warrant,  the "Warrant
Shares"). The Warrant will be exercisable until December 31, 2008 at an exercise
price equal to $.10 per share.

         2.  Conditions  to  Subscription  Acceptance  and  Closing.  Subscriber
understands  and  agrees  that  this   subscription   and  the  closing  of  the
transactions  contemplated  hereby  (the  "Closing")  is  made  subject  to  the
following terms and conditions:

                  (a) The  Company  has the  right  to  accept  or  reject  this
subscription  in whole or in part.  Unless this  subscription is rejected by the
Company by April 30,  2005  (which  date may be  extended to May 25, 2005 by the
Company in its sole  discretion  without  notice to or approval by  Subscriber),
this subscription shall be deemed accepted in whole.

                  (b) On or prior to the date of the Closing,  Subscriber  shall
have furnished the Company with such  information,  documents,  certificates and
opinions  as the  Company  may  reasonably  require to  evidence  the  accuracy,
completeness  or  satisfaction of the  representations,  warranties,  covenants,
agreements  and  conditions  herein  contained or as the Company  otherwise  may
reasonably require.

<PAGE>

         3.  Subscriber  Representations  and  Warranties.  In  connection  with
Subscriber's  subscription  for, and purchase of, the Shares and the issuance of
the Warrant, Subscriber represents and warrants to the Company that:

                  (a) If Subscriber  is a natural  person,  Subscriber  (i) is a
bona fide resident of the state or jurisdiction  set forth on the signature page
of this Agreement as Subscriber's home address,  and has no present intention of
becoming  a resident  of any other  state or  jurisdiction;  (ii) is at least 21
years of age; and (iii) is legally  competent to execute this  Agreement and any
other   documents  and   instruments   required  in  connection   herewith  (the
"Transaction  Documents").  If Subscriber is an entity,  the person signing this
Agreement  and  the  Transaction  Documents  on  behalf  of the  entity  is duly
authorized to execute and deliver this Agreement and the  Transaction  Documents
on behalf of Subscriber. This Agreement and the Transaction Documents constitute
the  legal,  valid  and  binding  obligations  of  Subscriber,   enforceable  in
accordance  with their terms,  except as such  enforceability  may be limited by
applicable  bankruptcy,  insolvency  or similar  laws  relating to or  affecting
generally  the  enforcement  of  creditors'  rights  and  remedies  or by  other
equitable principles.

                  (b) The  execution  and  delivery  of this  Agreement  and the
Transaction  Documents by  Subscriber do not, and the  performance  of the terms
hereof and thereof will not,  contravene  any material  law,  rule,  regulation,
order, writ, judgment,  injunction, decree, determination or award applicable to
Subscriber,  or  of  the  charter,  bylaws,  operating  agreement,   partnership
agreement or other governing agreements of Subscriber (if applicable),  and will
not  conflict  with,  or result in any  breach  of,  the  terms,  conditions  or
provisions  of, or constitute a default  under,  or give to others any rights of
termination,  amendment, acceleration or cancellation of, or result in or permit
the creation or imposition of any lien,  charge or  encumbrance  upon any of the
assets of Subscriber  pursuant to any indenture,  mortgage or other agreement or
instrument or any judgment,  decree,  order or decision to which Subscriber is a
party or by which Subscriber is bound.

                  (c) Under existing law, no approval,  authorization,  license,
permit or other action by or filing with any Federal,  state, municipal or other
governmental  commission,  board or agency is required on the part of Subscriber
in connection with the execution and delivery by Subscriber of this Agreement or
the Transaction Documents, or the consummation of the transactions  contemplated
hereby or thereby.

                  (d)  There  are no  actions,  suits or  proceedings  existing,
pending or, to the  knowledge  of  Subscriber,  threatened  against or affecting
Subscriber before any court,  arbitrator or governmental or administrative  body
or agency that would affect the validity or  enforceability of this Agreement or
the Transaction  Documents,  or that would have a material adverse affect on the
ability  of  Subscriber  to  perform  Subscriber's   obligations  hereunder  and
thereunder.

                  (e)  Subscriber has such knowledge and experience in financial
and business  matters so as to be capable of evaluating and  understanding,  and
has  evaluated  and  understood,  the merits and risks of an  investment  in the
Company  and the  purchase of the Shares and  acquisition  of the  Warrant,  and
Subscriber  has been  given the  opportunity  (i) to obtain  information  and to
examine all documents relating to the Company and the Company's  business,  (ii)
to ask questions of, and to receive  answers from,  the Company  concerning  the
Company, the Company's business and the terms and conditions of this investment,
and (iii) to obtain  any  additional  information,  to the  extent  the  Company
possesses   such   information  or  could  acquire  such   information   without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of any
information  previously  furnished.  All such  questions  have been  answered to
Subscriber's full satisfaction,  and all information and documents,  records and
books  pertaining to this  investment  which  Subscriber has requested have been
made available to Subscriber.


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<PAGE>

                  (f) Subscriber is able to bear the substantial  economic risks
of  Subscriber's  investment  in the Company and the  purchase of the Shares and
acquisition of the Warrant in that,  among other factors,  Subscriber can afford
to hold the Shares,  the Warrant and any Warrant  Shares issued upon exercise of
the  Warrant  for an  indefinite  period  and  can  afford  a  complete  loss of
Subscriber's investment in the Company.

                  (g) No  material  adverse  change  in  Subscriber's  financial
condition  has taken place  during the past twelve (12) months,  and  Subscriber
will have  sufficient  liquidity with respect to  Subscriber's  net worth for an
adequate period of time to provide for Subscriber's needs and contingencies.

                  (h) Subscriber is relying solely on Subscriber's  own decision
and/or the advice of  Subscriber's  own adviser(s) with respect to an investment
in the Company and the  purchase of the Shares and  acquisition  of the Warrant,
and has neither received nor relied on any communication from the Company or its
officers or agents regarding any legal,  investment or tax advice relating to an
investment in the Company.

                  (i)  Subscriber  has had an opportunity to read and understand
the provisions of this Agreement and the Transaction Documents,  to consult with
Subscriber's  adviser(s) or counsel  regarding the operation and consequences of
those  provisions,  and  has  considered  the  effect  of  those  provisions  on
Subscriber.

                  (j)  Subscriber  recognizes  that an investment in the Company
involves  substantial  risks  in  that,  among  other  factors:  (i)  successful
operation of the Company  depends on factors  beyond the control of the Company,
and the Company has not had  profitable  operations  from its inception to date;
(ii)  investment in the Company is a speculative  investment and involves a high
degree of risk of loss;  (iii) the  Company is engaged in an  industry  which is
highly competitive and subject to substantial risks; (iv) the Company has a very
limited  amount of working  capital  available to it; and (v) neither the Shares
nor the  Warrant or any  Warrant  Shares  will be  registered  under  applicable
federal  and  state  securities  laws  except  as set  forth in the  Transaction
Documents and, accordingly, it may not be possible to liquidate an investment in
the Company in case of  immediate  need of funds or any other  emergency,  if at
all.  Subscriber has taken full cognizance of, and  understands,  such risks and
has  obtained  sufficient  information  to  evaluate  the merits and risks of an
investment in the Company and the purchase of the Shares and  acquisition of the
Warrant.


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<PAGE>

                  (k)  Subscriber  confirms that none of the Company's  officers
nor any of the  Company's  agents have made any  representations  or  warranties
concerning an  investment in the Company,  including,  without  limitation,  any
representations or warranties  concerning  anticipated financial results, or the
likelihood of success of the operations, of the Company.

                  (l)  Subscriber  is  acquiring  the  Shares  and  the  Warrant
(including  any  Warrant  Shares   issuable  upon  the  exercise   thereof)  for
Subscriber's  own  account,  for  investment  and  not  with  a view  to,  or in
connection with, any public offering or distribution of the same and without any
present  intention  to sell the same at any  particular  event or  circumstance.
Subscriber  has no  agreement  or other  arrangement  with any  person  to sell,
transfer  or pledge any part of the Shares,  the  Warrant or any Warrant  Shares
which would  guarantee  Subscriber  any profit or protect  against any loss with
respect to the Shares or Warrant.

                  (m) Subscriber  understands  that no U.S.  Federal or state or
international  agency has passed on or made any recommendation or endorsement of
an investment in the Shares.

                  (n)  Subscriber  understands  that  neither the Shares nor the
Warrant  (or any  Warrant  Shares  issuable  upon  exercise  thereof)  have been
registered  under  the  Securities  Act of 1933,  as  amended  (the  "Act"),  or
applicable  U.S.  state  securities  laws or any  securities  laws of any  other
jurisdiction,   and  are  being  offered  and  sold  under  an  exemption   from
registration  provided  by such laws and the rules and  regulations  thereunder.
Further,  Subscriber  understands  that the  Company is under no  obligation  to
register the Shares or the Warrant (or any Warrant Shares issuable upon exercise
thereof) or to comply with any exemption  under any applicable  securities  laws
with respect  thereto or any other  ownership  interest in the Company except as
set forth in the Transaction Documents.  Subscriber may therefore be required to
bear the economic risks of an investment in the Company for an indefinite period
of time because the Shares and the Warrant (and any Warrant Shares issuable upon
exercise thereof) cannot be resold unless registered under applicable securities
laws or unless an exemption from such registration is available. Subscriber also
understands that (i) the exemption provided by Rule 144 under the Act may not be
available  because of the conditions  and  limitations of such rule, and that in
the absence of the  availability  of such rule, any disposition by Subscriber of
any securities of the Company may require  compliance  with some other exemption
under the Act; and, (ii) the Company is under no obligation and does not plan to
take any action in  furtherance  of making  Rule 144 or any other  exemption  so
available.

                  (o) If Subscriber is required in the future to file a Form 144
with the Securities and Exchange  Commission in connection  with sales of Shares
or the Warrant (or any Warrant  Shares  issuable upon  exercise  thereof) or any
other  ownership  interest  in the  Company  pursuant to Rule 144 under the Act,
Subscriber  will deliver a copy of such form to the Company at the same time and
each time Subscriber is required to file a copy with the Securities and Exchange
Commission.

                  (p)  Subscriber  is an  "accredited  investor" as such term is
defined in Rule 501(a)  promulgated  under the Act.  Subscriber will execute and
deliver the Confidential  Accredited Investor  Questionnaire  attached hereto as
Exhibit A simultaneously with the execution and delivery of this Agreement.


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<PAGE>

                  (q) Subscriber agrees that the foregoing  representations  and
warranties  will  survive the sale of the Shares and  issuance of the Warrant to
Subscriber, as well as any investigation made by any party relying on same.

                  (r) Except as  Subscriber  shall have  clearly  and  expressly
disclosed to the Company, Subscriber has not authorized any underwriter, broker,
dealer,  agent or finder to act on Subscriber's behalf (nor does Subscriber have
any  knowledge  of any  broker,  dealer,  agent or finder  purporting  to act on
Subscriber's  behalf)  with  respect to  Subscriber's  purchase of the Shares or
acquisition  of the  Warrant  and  that  Subscriber  has not  paid  directly  or
indirectly  any  commission  or  similar   remuneration  with  respect  to  such
acquisition. Subscriber hereby agrees to indemnify and hold harmless the Company
and its  directors,  officers  and agents from and  against  any cost,  expense,
claim,  liability or damage  arising out of or  resulting  from a breach of such
representation and warranty.

         4.       General Provisions.

                  (a)  This  Agreement  will be  governed  by and  construed  in
accordance with the substantive  laws of the State of Delaware without regard to
rules thereof relating to conflicts of laws.

                  (b) This  Agreement  and the  Transaction  Documents  together
constitute the entire agreement  between the parties with respect to the subject
matter  hereof and thereof and supersede  any prior  subscription  agreement for
Shares  executed by Subscriber.  This Agreement may be amended only by a writing
executed by the parties.

                  (c) The  Shares  and  the  Warrant  (and  any  Warrant  Shares
issuable  upon  exercise  thereof)  will  be  assigned  or  transferred  only in
accordance  with  applicable  law  and  the  terms  of  this  Agreement  and the
Transaction Documents.

                  (d)  This  Agreement  will  survive   Subscriber's   death  or
dissolution and will be binding upon Subscriber's successors,  heirs, assignees,
representatives and distributees.

                        (Signatures appear on next page.)

                                   * * * * * *


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<PAGE>

         IN WITNESS WHEREOF, Subscriber has hereby executed this Agreement as of
the date set forth above.

SUBSCRIBER:

If an Individual:                      If an Entity:

                                       Name of Entity: _________________________

__________________________             By:  ____________________________________
[Name]                                 Name:
                                       Title:

Mailing Address:

____________________________________

____________________________________

____________________________________


E-Mail Address: ____________________________________

Social Security Number/U.S. Employer Identification Number: ____________________

Number of Shares for which Subscription is tendered:

Purchase Price: ____________________________________

Aggregate Consideration: ____________________________________

Warrants Issued: ____________________________________

ACCEPTED:

Molecular Diagnostics, Inc.,
   a Delaware corporation

By:      _________________________________
         Name:
         Title:

Date of Acceptance: ____________________________________


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<PAGE>

                                    EXHIBIT A

                 Confidential Accredited Investor Questionnaire

         The undersigned represents and warrants that he, she or it comes within
one of the categories marked below, and that for any category marked, he, she or
it has  truthfully set forth the factual basis or reason the  undersigned  comes
within that category.  ALL INFORMATION IN RESPONSE TO THIS QUESTIONNAIRE WILL BE
KEPT STRICTLY  CONFIDENTIAL.  The undersigned  agrees to furnish such additional
information as is reasonably  necessary in order to verify the answers set forth
below.

Please mark next to each applicable paragraph:

         _____    a.  The  undersigned  is an  individual  (not  a  partnership,
                  corporation,  etc.) whose  individual net worth,  or joint net
                  worth with his or her spouse, presently exceeds $1,000,000.

                           Explanation.   In  calculating  net  worth,  you  may
                           include equity in personal  property and real estate,
                           including your principal residence,  cash, short-term
                           investments, stock and securities. Equity in personal
                           property  and  real  estate  should  be  based on the
                           appraised  fair market value of such  property,  less
                           debt secured by such property.

         _____    b.  The  undersigned  is an  individual  (not  a  partnership,
                  corporation,  etc.) who had an income in excess of $200,000 in
                  each of the two most recent years, or joint income with his or
                  her spouse in excess of  $300,000  in each of those  years (in
                  each case including foreign income,  tax exempt income and the
                  full amount of capital  gains and losses,  but  excluding  any
                  income of other  family  members  and any  unrealized  capital
                  appreciation),  and has a reasonable  expectation  of reaching
                  the same income level in the current year.

         _____    c. The  undersigned  is a  director  or  executive  officer of
                  Molecular Diagnostics, Inc. or a subsidiary thereof.

         _____    d.  The  undersigned  is  (i) a bank  or a  savings  and  loan
                  association,   (ii)  a  registered  broker  dealer,  (iii)  an
                  insurance  company,  (iv) a registered  investment  company or
                  business  development  company,  (v) a licensed small business
                  investment company,  (vi) a plan established and maintained by
                  a  state,  its  political  subdivisions,   or  any  agency  or
                  instrumentality  of a state or its political  subdivisions (or
                  any agency or instrumentality thereof), for the benefit of its
                  employees,  if  such  plan  has  total  assets  in  excess  of
                  $5,000,000,  (vii) an employee benefit plan within the meaning
                  of Title I of ERISA,  if the investment  decision is made by a
                  plan  fiduciary  which  is  either  a bank,  savings  and loan
                  association,   insurance  company  or  registered   investment
                  adviser  or  if  the  plan  has  total  assets  in  excess  of
                  $5,000,000  or  is  a   self-directed   plan  with  investment
                  decisions   made  solely  by  persons   that  are   accredited
                  investors.


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<PAGE>

                  Describe entity.  ____________________________________________

                  ______________________________________________________________

         _____    e. The undersigned is a private business  development  company
                  as defined in Section  202(a)(22) of the  Investment  Advisers
                  Act of 1940, as amended.

                  Describe entity.  ____________________________________________

                  ______________________________________________________________

         _____    f. The  undersigned  is a corporation,  partnership,  business
                  trust or non-profit organization within the meaning of Section
                  501(c)(3) of the Internal  Revenue Code,  as amended,  in each
                  case not formed for the specific purpose of potentially making
                  an investment in connection  herewith and with total assets in
                  excess of $5,000,000.

                  Describe entity.  ____________________________________________

                  ______________________________________________________________

         _____    g. The  undersigned  is a trust (not  formed for the  specific
                  purpose of  potentially  making an  investment  in  connection
                  herewith) with total assets in excess of $5,000,000, where the
                  purchase  is  directed  by a  person  with the  knowledge  and
                  experience  in  financial  and  business  matters  to  capably
                  evaluate the merits and risks of the  prospective  investment,
                  as set  forth  in Rule  506(b)(2)(ii)  promulgated  under  the
                  Securities Act of 1933, as amended.

         _____    h. The undersigned is an entity all the equity owners of which
                  are  "accredited  investors"  within  one or more of the above
                  categories.

                  Describe entity.  ____________________________________________

                  ______________________________________________________________


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<PAGE>

         The  undersigned  is  aware  of  the   significance  of  the  foregoing
representations.  The  undersigned is also aware that the above  representations
made by him,  her or it will be relied upon in  connection  with any  investment
made in Molecular  Diagnostics,  Inc.  pursuant to the accompanying  document or
documents.

Date: ____________________               _______________________________________
                                         Signature

                                         _______________________________________
                                         Print name

                                         _______________________________________
                                         Address: