EXHIBIT 4.40

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT") OR ANY STATE  SECURITIES  LAWS,  AND MAY NOT BE OFFERED,  SOLD,  OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SAID  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS,  OR AN  OPINION  OF  COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED THAT SUCH REGISTRATION IS NOT
REQUIRED.

                                                                 Warrant No. ___

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                            ISSUE DATE: July 18, 2003

      This certifies that Cadmus  Corporation,  a Delaware  corporation  (or any
valid  transferee  thereof,  the "Holder"),  for value received,  is entitled to
purchase  from  Molecular  Diagnostics,  Inc., a Delaware  corporation  with its
principal  business  office  located  at 414 North  Orleans  Street,  Suite 510,
Chicago,   Illinois  60610  (together  with  its  successors  and  assigns,  the
"Company"),  subject to the terms and conditions set forth below, at any time or
from time to time on and after the Issue Date as set forth above and before 3:00
p.m.  (Central Time) on the fifth anniversary of the Issue Date (the "Expiration
Date"),  3,625,000  shares of common  stock,  $.001 par value per share,  of the
Company ("Common Stock"),  at a price of $0.30 per share. The shares purchasable
upon  exercise  of this  Warrant,  and the  purchase  price per  share,  each as
adjusted  from time to time  pursuant to the  provisions  of this  Warrant,  are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.

      1. Exercise.

            (a) Exercise for Cash. The Holder may, at the Holder's option, elect
to exercise this  Warrant,  in whole or in part at any time or from time to time
on or  after  the  Issue  Date  but  prior to 3:00  p.m.  (Central  Time) on the
Expiration Date, by surrendering  this Warrant,  with the purchase form appended
hereto  as  Exhibit  I duly  executed  by or on  behalf  of the  Holder,  at the
principal  office  of the  Company,  or at such  other  office  or agency as the
Company may  designate,  accompanied  by payment in full, in lawful money of the
United States, of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise.  In no event shall any such exercise be for
fewer than  10,000  Warrant  Shares  unless  fewer than an  aggregate  of 10,000
Warrant Shares are then purchasable  under all outstanding  Warrants held by the
Holder.  Payment of the aggregate Purchase Price may be made in cash,  certified
or bank check, or wire transfer of immediately available funds.

            (b) Cashless Exercise.

                  (i) The Holder may, at the Holder's option,  elect to exercise
this  Warrant,  in whole or in part at any time or from time to time on or after
the Issue Date but prior to 3:00 p.m.  (Central Time) on the Expiration Date, on
a cashless basis, by surrendering this Warrant,  with the purchase form appended
hereto  as  Exhibit  I duly  executed  by or on  behalf  of the  Holder,  at the
principal  office  of the  Company,  or at such  other  office  or agency as the
Company may designate,  by canceling this Warrant or a portion hereof in payment
of the  Purchase  Price  payable in  respect  of the  number of  Warrant  Shares
purchased  upon such  exercise.  In the event of an  exercise  pursuant  to this
Subsection  1(b),  the number of Warrant  Shares  issued to the Holder  shall be
determined according to the following formula:

<PAGE>

         X =   Y(A-B)

                 A

       Where:  X =      the number of Warrant Shares that shall be issued to the
                        Holder;

               Y =      the number of Warrant  Shares for which this  Warrant is
                        being exercised  (which shall include both the number of
                        Warrant  Shares  issued to the  Holder and the number of
                        Warrant  Shares  subject to the  portion of the  Warrant
                        being cancelled in payment of the Purchase Price);

               A =      the Fair Market Value (as defined below) of one share of
                        Common Stock; and

               B =      the Purchase Price then in effect.

                  (ii) The Fair Market  Value per share of Common Stock shall be
determined as follows:

                        (1)  If  the  Common  Stock  is  listed  on  a  national
securities  exchange,  the Nasdaq National Market or the Nasdaq SmallCap Market,
or another nationally  recognized  exchange or trading system as of the Exercise
Date (as defined in (c) below),  the Fair Market Value per share of Common Stock
shall be deemed to be the last  reported  sale  price per share of Common  Stock
thereon on the trading day  immediately  preceding the Exercise  Date;  provided
that if no such sale is made on such  day,  the Fair  Market  Value per share of
Common  Stock  shall be deemed to be the  average of the  highest bid and lowest
asked prices on such day.

                        (2) If the  Common  Stock is not  listed  on a  national
securities  exchange,  the Nasdaq National Market or the Nasdaq SmallCap Market,
or another nationally  recognized  exchange or trading system as of the Exercise
Date,  but is quoted on the  Over-The-Counter  Bulletin  Board,  the Fair Market
Value per share of Common Stock shall be deemed to be the average of the highest
bid and lowest  asked  prices  quoted  thereon on the  trading  day  immediately
preceding the Exercise Date.

                        (3) If the  Common  Stock is not  listed  on a  national
securities  exchange,  the Nasdaq National Market, the Nasdaq SmallCap Market or
another nationally recognized exchange or trading system or the Over-the-Counter
Bulletin  Board as of the  Exercise  Date,  the Fair  Market  Value per share of
Common Stock shall be deemed to be the amount most  recently  determined in good
faith by the Board of Directors of the Company  (the  "Board") to represent  the
fair market value per share of the Common Stock (including  without limitation a
determination  for purposes of granting  Common Stock options or issuing  Common
Stock under any plan,  agreement or arrangement  with employees of the Company);
and, upon request of the Holder, the Board (or a representative  thereof) shall,
as  promptly  as  reasonably  practicable  but in any event  not  later  than 10
business days after such request, notify the Holder of the Fair Market Value per
share of Common Stock.  Notwithstanding the foregoing, if the Board has not made
such a determination  within the three-month  period prior to the Exercise Date,
then (A) the Board shall make,  in good faith,  and shall provide or cause to be
provided to the Holder notice of, a  determination  of the Fair Market Value per
share of the Common  Stock  within 15  business  days of a request by the Holder
that it do so, and (B) the exercise of this Warrant  pursuant to this Subsection
1(b) shall be delayed  until such  determination  is made and notice  thereof is
provided to the Holder.


                                      -2-
<PAGE>

            (c) Exercise  Date and Status as Holder of Shares.  Each exercise of
this  Warrant  shall be deemed to have been  effected  immediately  prior to the
close of business on the day on which this Warrant  shall have been  surrendered
to the  Company as  provided  in  Subsection  1(a) or 1(b) above (the  "Exercise
Date").  At such  time,  the  person  or  persons  in whose  name or  names  any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in Subsection 1(d) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.

            (d)  Issuance  of  Certificates.  As soon as  practicable  after the
exercise  of this  Warrant  in whole  or in part,  and in any  event  within  10
business days thereafter,  the Company, at its expense,  will cause to be issued
in the name of, and delivered to, the Holder,  or as the Holder (upon payment by
the Holder of any applicable transfer taxes) may direct:

                  (i) a  certificate  or  certificates  for the  number  of full
Warrant Shares to which the Holder shall be entitled upon such exercise plus, in
lieu of any  fractional  share to which the Holder would  otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and

                  (ii) in case such  exercise is in part only,  a new warrant or
warrants (dated the date hereof) of like tenor,  calling in the aggregate on the
face or faces  thereof for the number of Warrant  Shares equal  (without  giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant  minus the number of Warrant  Shares for which this Warrant
was so exercised (which, in the case of an exercise pursuant to Subsection 1(b),
shall include both the number of Warrant Shares issued to the Holder pursuant to
such partial exercise and the number of Warrant Shares subject to the portion of
the Warrant being cancelled in payment of the Purchase Price).

            (e) Warrant Shares. The Warrant Shares issued upon any such exercise
of this Warrant shall be validly issued,  fully paid and non-assessable and free
from  preemptive  rights,  rights of first  refusal  or first  offer,  liens and
charges of whatever nature.


                                      -3-
<PAGE>

      2. Adjustments.

            (a)  Adjustment  for Stock Splits and  Combinations.  If the Company
shall at any time or from time to time after the Issue Date (or, if this Warrant
was issued upon partial  exercise of, or in replacement  of, another  warrant of
like  tenor,  then the date on which such  original  warrant  was first  issued)
(either  such date being  referred to as the  "Original  Issue  Date")  effect a
subdivision of the outstanding  Common Stock,  the Purchase Price then in effect
immediately before that subdivision shall be  proportionately  decreased and the
number of Warrant  Shares  issuable  upon  exercise of this Warrant  immediately
prior to such subdivision  shall be  proportionately  increased.  If the Company
shall at any time or from time to time after the Original Issue Date combine the
outstanding  shares of Common  Stock,  by  reclassification  or  otherwise,  the
Purchase  Price  then in effect  immediately  before  the  combination  shall be
proportionately  increased  and the  number  of  Warrant  Shares  issuable  upon
exercise  of this  Warrant  immediately  prior  to  such  combination  shall  be
proportionately  decreased.  Any  adjustment  under this  Subsection  2(a) shall
become  effective  at the  close of  business  on the date  the  subdivision  or
combination becomes effective.

            (b) Adjustment  for Certain  Dividends and  Distributions.  If while
this Warrant,  or any portion hereof,  remains  outstanding  and unexpired,  the
holders of any Common Stock shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive,  without payment therefor,  additional shares of Common Stock by way
of dividend or other  distribution,  then this Warrant shall represent the right
to acquire, in addition to the number of Warrant Shares receivable upon exercise
of this Warrant,  or any portion  hereof,  and without payment of any additional
consideration  therefor,  the number of such  additional  shares of Common Stock
that such holder would have owned or been entitled to receive  immediately after
the  happening  of such  event,  had this  Warrant or any  portion  hereof  been
exercised  immediately  prior to the  happening  of the event or any record date
with respect  thereto,  and giving effect to all  adjustments  called for during
such period by the provisions of this Section 2.

            (c) Adjustments for Other Dividends and Distributions.  In the event
the Company at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the  determination  of holders of Common
Stock  entitled  to  receive,  a  dividend  or  other  distribution  payable  in
securities  of the Company  (other  than  shares of Common  Stock) or in cash or
other property (other than regular cash dividends paid out of earnings or earned
surplus,   determined  in  accordance   with   generally   accepted   accounting
principles),  then and in each such  event  provision  shall be made so that the
Holder shall receive upon exercise  hereof,  in addition to the number of shares
of Common Stock  issuable  hereunder,  the kind and amount of  securities of the
Company,  cash or other  property  which the Holder would have been  entitled to
receive had this Warrant been  exercised on the day  immediately  preceding  the
date of such event and had the  Holder  thereafter,  during the period  from the
date of such  event  to and  including  the  Exercise  Date,  retained  any such
securities  receivable during such period, giving application to all adjustments
called for during such period under this Section 2 with respect to the rights of
the Holder.

            (d) Adjustments for Purchase Rights. In the event the Company at any
time or from time to time after the Original  Issue Date shall  issue,  or fix a
record  date for the  determination  of holders  entitled  to  receive,  rights,
options, warrants, or convertible securities to all or substantially all holders
of its Common  Stock,  without  any charge to such  holders,  entitling  them to
subscribe  for or purchase  shares of Common  Stock at a price per share that is
lower at such date of issuance or record date than the then-current  Fair Market
Value per share,  the  number of  Warrant  Shares  thereafter  purchasable  upon
exercise of this Warrant shall be adjusted,  as determined  by  multiplying  the
number of Warrant Shares  purchasable upon exercise of this Warrant  immediately
prior to such  adjustment  by a fraction,  the  numerator  of which shall be the
number of shares of Common Stock  outstanding  immediately prior to the issuance
of the rights, options, warrants, or convertible securities,  plus the number of
additional shares of Common Stock offered for subscription or purchase,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  prior  to  the  issuance  of  the  rights,  options,  warrants,  or
convertible  securities,  plus the  number of shares  of Common  Stock  that the
aggregate offering price of the total number of shares offered would purchase at
the Fair Market Value as of the date of issuance or record date (as applicable).
The adjustment shall be made whenever rights,  options,  warrants or convertible
securities are issued, and shall become effective  immediately and retroactively
to the record date for the determination of stockholders entitled to receive the
rights, options, warrants, or convertible securities.


                                      -4-
<PAGE>

            (e)  Adjustment  for  Reorganization.   If  there  shall  occur  any
reorganization,  recapitalization,  reclassification,  consolidation  or  merger
involving  the Company in which the Common Stock is converted  into or exchanged
for  securities,  cash or other  property  (other than a transaction  covered by
Subsections  2(a),  2(b), or 2(c))  (collectively,  a  "Reorganization"),  then,
following such Reorganization, the Holder shall receive upon exercise hereof the
kind and amount of  securities,  cash or other  property  which the Holder would
have been entitled to receive pursuant to such  Reorganization  if such exercise
had taken  place  immediately  prior to such  Reorganization.  In any such case,
appropriate  adjustment (as determined in good faith by the Board) shall be made
in the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Holder, to the end that the provisions set forth
in this  Section 2  (including  provisions  with respect to changes in and other
adjustments of the Purchase Price) shall thereafter be applicable,  as nearly as
reasonably  may be,  in  relation  to any  securities,  cash or  other  property
thereafter deliverable upon the exercise of this Warrant.

            (f)  Certificate  as to  Adjustments.  Upon the  occurrence  of each
adjustment or readjustment of the Purchase Price or the number of Warrant Shares
subject to this  Warrant  pursuant to this Section 2, the Company at its expense
shall, as promptly as reasonably  practicable but in any event not later than 10
business days thereafter,  compute such adjustment or readjustment in accordance
with the terms hereof and furnish to the Holder a certificate setting forth such
adjustment or readjustment (including the kind and amount of securities, cash or
other  property for which this  Warrant  shall be  exercisable  and the Purchase
Price) and the facts upon which such adjustment or  readjustment  is based.  The
Company shall, as promptly as reasonably  practicable  after the written request
at any time of the  Holder  (but in any event not later  than 10  business  days
thereafter),  furnish  or  cause to be  furnished  to the  Holder a  certificate
setting  forth (i) the  Purchase  Price  then in effect  and (ii) the  number of
shares of Common  Stock and the  amount,  if any, of other  securities,  cash or
property which then would be received upon the exercise of this Warrant.


                                      -5-
<PAGE>

           (g) No Adjustments in Certain Cases.  No adjustment in the number of
Warrant Shares purchasable pursuant to this Warrant shall be required unless the
adjustment  would require an increase or decrease of at least one percent (1.0%)
in the number of Warrant  Shares  then  purchasable  upon the  exercise  of this
Warrant ("One Percent"), but if any amount requiring adjustment is less than One
Percent any such amount  shall be carried  forward and  adjustment  with respect
thereto  shall be made at the time and together with any  subsequent  adjustment
which, together with such amount and any other amounts so carried forward, shall
aggregate  at least one percent  (1.0%) or more in the number of Warrant  Shares
then purchasable  upon the exercise of this Warrant.  Except as provided in this
Section  2, no  other  adjustments  in the  number,  kind  or  price  of  shares
constituting Warrant Shares shall be made during the term, or upon the exercise,
of this Warrant.  Further, no adjustments shall be made pursuant to this Section
2 hereof in  connection  with the grant or exercise of presently  authorized  or
outstanding  options to  purchase,  or the  issuance  of shares of Common  Stock
under, the Company's director or employee benefit or option plans.

            (h) Treasury Stock. For purposes of this Section 2, shares of Common
Stock owned or held at any relevant time by, or for the account of, the Company,
in its treasury or otherwise, shall not be deemed to be outstanding for purposes
of the calculations and adjustments herein described.

      3. Fractional  Shares. The Company shall not be required upon the exercise
of this  Warrant to issue any  fractional  shares,  but shall pay in cash to the
Holder an amount equal to such fraction  multiplied by the Fair Market Value per
share of Common Stock, as determined pursuant to subsection 1(b) above.

      4. Investment Representations.  The initial Holder represents and warrants
to the Company as follows:

            (a)  Investment.  The  Holder is  acquiring  this  Warrant  for such
Holder's  own  account  for  investment  and not with a view to,  or for sale in
connection with, any distribution thereof in violation of applicable Federal and
state securities laws, nor with any present intention of distributing or selling
the  same.  In  addition,  the  Holder  does not  have a  present  intention  of
distributing  or selling the Warrant Shares and agrees to distribute or sell the
Warrant  Shares only in  compliance  with the  relevant  provisions  of the Act.
Furthermore,  the Holder has no present or contemplated agreement,  undertaking,
arrangement,   obligation,   indebtedness   or  commitment   providing  for  the
disposition of the Warrant or the Warrant Shares.

            (b) Accredited Investor.  The Holder is an "accredited  investor" as
defined in Rule 501(a) of Regulation D promulgated under the Act.

            (c)  Experience.  The Holder has made such  inquiry  concerning  the
Company and its business and personnel as the Holder has deemed appropriate; and
the Holder has sufficient  knowledge and experience in finance and business that
the Holder is capable of evaluating the risks and merits of an investment in the
Company.


                                      -6-
<PAGE>

      5. Transfers, etc.

            (a)  This  Warrant  and  the  Warrant  Shares  shall  not be sold or
transferred  unless either (i) they first shall have been  registered  under the
Act and any applicable  state  securities  laws, or (ii) the Company first shall
have been  furnished  with an  opinion  of legal  counsel,  satisfactory  to the
Company,  to  the  effect  that  such  sale  or  transfer  is  exempt  from  the
registration requirements of the Act and any applicable state securities laws.

            (b) Each Warrant and certificate  representing  Warrant Shares shall
bear a legend substantially in the following form:

                  "The securities  represented by this certificate have not been
                  registered  under the Securities  Act of 1933, as amended,  or
                  any state  securities  laws,  and may not be offered,  sold or
                  otherwise  transferred,  pledged  or  hypothecated  unless and
                  until  such  securities  are  registered  under  such  act and
                  applicable  state  securities  laws or an  opinion  of counsel
                  reasonably  satisfactory  to the  Company is  obtained  to the
                  effect that such registration is not required."

      The foregoing legend shall be removed from the  certificates  representing
any Warrant Shares,  at the request of the holder thereof,  at such time as they
become eligible for resale pursuant to Rule 144(k) under the Act.

            (c) The Company  will  maintain a register  containing  the name and
address of the  Holder of this  Warrant.  The  Holder  may  change the  Holder's
address  as shown on the  warrant  register  by  written  notice to the  Company
requesting such change.

            (d) Subject to the provisions of clauses (a) and (b) of this Section
5, this Warrant and all rights hereunder are transferable,  in whole or in part,
upon surrender of this Warrant with a properly executed  assignment (in the form
of Exhibit II hereto) at the  principal  office of the  Company  (or, if another
office or agency has been  designated by the Company for such  purpose,  then at
such other office or agency).  Upon the presentation and surrender of such items
to the  Company,  the Company  shall  execute and deliver to the  transferee  or
transferees  of this  Warrant  a new  Warrant  or  Warrants,  in the name of the
transferee or  transferees  named in the  assignment,  and this Warrant shall at
that time be canceled to the extent transferred.

      6. No Impairment; Adjustment of Par Value.

            (a) The Company will not, by amendment of its charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder against impairment.

            (b) Before taking any action that would cause an adjustment reducing
the  Purchase  Price per share below the then par value of the shares of Warrant
Shares  issuable  upon  exercise  of the  Warrant,  the  Company  will  take any
corporate action that may be necessary in order that the Company may validly and
legally  issue fully paid and  non-assessable  shares of such Warrant  Shares at
such adjusted price.


                                      -7-
<PAGE>

      7. Record Date, etc. In the event:

            (a) the  Company  shall  take a record of the  holders of its Common
Stock (or other stock or securities at the time deliverable upon the exercise of
this  Warrant)  for the purpose of  entitling  or  enabling  them to receive any
dividend  or other  distribution,  or to receive any right to  subscribe  for or
purchase any shares of stock of any class or any other securities, or to receive
any other right; or

            (b)  of   any   capital   reorganization   of   the   Company,   any
reclassification of the Common Stock of the Company, any consolidation or merger
of the Company with or into another  corporation  (other than a consolidation or
merger in which the Company is the surviving  entity and its Common Stock is not
converted  into or  exchanged  for any other  securities  or  property),  or any
transfer of all or substantially all of the assets of the Company; or

            (c) of the  voluntary or  involuntary  dissolution,  liquidation  or
winding-up of the Company,

then,  and in each such case,  the Company  will send or cause to be sent to the
Holder a notice  specifying,  as the case may be, (i) the  record  date for such
dividend,  distribution or right, and the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up is to take place,  and the time,  if any is to be fixed,  as of which
the holders of record of Common Stock (or such other stock or  securities at the
time  deliverable  upon the  exercise  of this  Warrant)  shall be  entitled  to
exchange  their shares of Common Stock (or such other stock or  securities)  for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up.  Such notice shall be sent at least 10 days prior to the record date
or effective date for the event specified in such notice.

      8.  Reservation  of Stock.  The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other securities, cash and/or property as from
time to time shall be issuable upon the exercise of this Warrant.

      9. Exchange or Replacement of Warrants.

            (a) Upon the  surrender  by the Holder,  properly  endorsed,  to the
Company at the principal office of the Company, the Company will, subject to the
provisions  of Section 5 hereof,  issue and  deliver to or upon the order of the
Holder,  at the Company's  expense,  a new Warrant or Warrants of like tenor, in
the name of the  Holder or as the  Holder  (upon  payment  by the  Holder of any
applicable  transfer taxes) may direct,  calling in the aggregate on the face or
faces  thereof  for the number of shares of Common  Stock (or other  securities,
cash and/or property) then issuable upon exercise of this Warrant.

            (b) Upon receipt of evidence reasonably  satisfactory to the Company
of the loss,  theft,  destruction or mutilation of this Warrant and (in the case
of loss,  theft or  destruction)  upon delivery of an indemnity  agreement (with
surety, if reasonably required)  reasonably  satisfactory to the Company, or (in
the case of mutilation)  upon surrender and  cancellation  of this Warrant,  the
Company will issue, in lieu thereof, a new Warrant of like tenor.


                                      -8-
<PAGE>

      10. Notices.  All notices and other communications from the Company to the
Holder in connection  herewith shall be mailed by certified or registered  mail,
postage prepaid,  or sent via a reputable  nationwide  overnight courier service
guaranteeing  next business day delivery,  to the address last  furnished to the
Company in writing by the Holder. All notices and other  communications from the
Holder to the Company in  connection  herewith  shall be mailed by  certified or
registered mail, postage prepaid, or sent via a reputable  nationwide  overnight
courier service  guaranteeing next business day delivery,  to the Company at its
principal  office set forth above.  If the Company should at any time change the
location of its  principal  office to a place other than as set forth above,  it
shall give prompt  written notice to the Holder and thereafter all references in
this  Warrant to the location of its  principal  office at the  particular  time
shall be as so  specified in such  notice.  All such notices and  communications
shall be deemed  delivered (i) three business days after being sent by certified
or registered  mail,  return receipt  requested,  postage  prepaid,  or (ii) one
business  day after  being sent via a  reputable  nationwide  overnight  courier
service guaranteeing next business day delivery.

      11. No Rights as Stockholder;  No Liability.  No provision of this Warrant
shall be  construed  as  conferring  upon the  Holder  hereof the right to vote,
consent,  receive  dividends or receive  notice as a  stockholder  in respect of
meetings of  stockholders  for the  election of  directors of the Company or any
other matter  whatsoever  as a  stockholder  of the  Company.  In the absence of
affirmative  action by the Holder hereof to purchase  shares of Common Stock, no
provision  hereof  shall  give  rise to any  liability  of such  Holder  for the
purchase  price or as a stockholder  of the Company,  whether such  liability is
asserted by the Company or by creditors of the Company.

      12.  Payment of Taxes.  The Company  will bear and pay all taxes and other
charges incurred or charged,  if any,  attributable to the issuance and delivery
of this Warrant or the shares of Common  Stock  comprising  the Warrant  Shares;
provided,  however, the Company shall not be required to pay any tax that may be
payable in respect of any transfer of this Warrant or Warrant Shares.

      13. Amendment or Waiver. Any term of this Warrant may be amended or waived
only by an instrument in writing  signed by the party against which  enforcement
of the  change  or waiver is  sought.  No  waivers  of any  term,  condition  or
provision of this Warrant, in any one or more instances,  shall be deemed to be,
or construed as, a further or continuing  waiver of any such term,  condition or
provision or any other term, condition or provision hereof.

      14.  Section  Headings.  The section  headings in this Warrant are for the
convenience  of the parties only and in no way alter,  modify,  amend,  limit or
restrict the contractual obligations of the parties.

      15. Severability.  If any provision of this Warrant shall be held invalid,
illegal or unenforceable,  such invalidity, illegality or unenforceability shall
not affect any other  provision of this Warrant and, to this end, the provisions
hereof are severable.


                                      -9-
<PAGE>

      16.  Assignment.  This  Warrant  shall be  binding  upon and  inure to the
benefit  of  the   parties   hereto  and  their   respective   heirs,   personal
representatives, successors and permitted assigns.

      17.  Governing  Law.  This  Warrant  will be governed by and  construed in
accordance with the internal laws of the State of Illinois (without reference to
the conflicts of law provisions thereof).

      18.  Facsimile  Signatures.  This  Warrant may be  executed  by  facsimile
signature.

      19.  Registration  Rights.  The Company  acknowledges and agrees that: (a)
this  Warrant is being  issued in  exchange  for those  warrants  identified  in
clauses (i) through (viii) of the definition of "Warrants"  contained in Section
1.1 of that certain Registration Rights Agreement dated as of August 20, 2001 by
and among the Company (f/k/a Ampersand Medical Corporation), the Holder, and the
other parties identified therein (the "Registration Rights Agreement");  and (b)
any and all Warrant  Shares  issued  under this  Warrant  shall be  "Registrable
Securities" as such term is defined in the Registration Rights Agreement.

                        (Signature appears on next page).


                                      -10-
<PAGE>

      EFFECTIVE as of the Issue Date indicated above.

                                           MOLECULAR DIAGNOSTICS, INC.

                                           By:__________________________________

                                           Title:_______________________________


                                      -11-
<PAGE>

                                                                       EXHIBIT I

                                  PURCHASE FORM

To:_________________                                          Dated:____________

      The  undersigned,  pursuant to the  provisions  set forth in the  attached
Warrant (No. ___), hereby elects to purchase (check applicable box):

            ______________ shares of the Common Stock of Molecular  Diagnostics,
Inc. by such Warrant; or

            ______________  shares  of  Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in subsection 1(b).

      The undersigned herewith makes payment of the full Purchase Price for such
shares at the price per share  provided for in such Warrant.  Such payment takes
the form of (check applicable box or boxes):

            $______ in lawful money of the United States; and/or

            the  cancellation  of such  portion  of the  attached  Warrant as is
            exercisable for a total of _____ Warrant Shares (using a Fair Market
            Value of $_____ per share for purposes of this calculation) ; and/or

            the  cancellation  of such number of Warrant Shares as is necessary,
            in  accordance  with the formula set forth in  subsection  1(b),  to
            exercise this Warrant with respect to the maximum  number of Warrant
            Shares  purchasable  pursuant to the cashless exercise procedure set
            forth in subsection 1(b).

                                               Signature: ______________________

                                               Address: ________________________

                                                        ________________________


                                      -12-
<PAGE>

                                                                      EXHIBIT II

                                 ASSIGNMENT FORM

      FOR VALUE RECEIVED, ________________________________________ hereby sells,
assigns and  transfers all of the rights of the  undersigned  under the attached
Warrant  (No.  ____) with  respect  to the  number of shares of Common  Stock of
Molecular Diagnostics, Inc. covered thereby set forth below, unto:

Name of Assignee                    Address                 No. of Shares
----------------                    -------                 -------------





Dated:_____________________           Signature:________________________________

Signature Guaranteed:

By: _______________________

The signature should be guaranteed by an eligible guarantor  institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved  signature  guarantee  medallion  program)  pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.


                                      -13-