Exhibit 4.37

THIS  WARRANT  AND  THE  UNDERLYING  SHARES OF COMMON STOCK REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER  THE  SECURITIES  ACT  OF  1933 (THE
"ACT"),  AND  ARE  "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE  144
UNDER THE ACT.  THE  SECURITIES  MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
ACT,  OR  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER THE  ACT,  THE
AVAILABILITY  OF  WHICH IS TO BE ESTABLISHED TO THE SATISFACTION  OF  MOLECULAR
DIAGNOSTICS, INC.

                                                       Warrant No. 200__- [   ]


                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

                       WARRANT TO PURCHASE _______ SHARES
                   (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)

[For cash subscriptions for the first One Million Dollars ($1,000,000)
principal amount of Notes being offered (determined on a "first come - first
served" basis):

                         EXERCISE PRICE $0.15 PER SHARE
                   (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)]

[For subscribers who subscribe after cash subscriptions for the first One
Million Dollars ($1,000,000) principal amount of Notes have been received by
the Company (determined on a "first come - first served" basis):

                         EXERCISE PRICE $0.20 PER SHARE
                   (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)]

                                   ISSUE DATE:
       VOID AFTER 3:00 P.M., CENTRAL TIME, ON THE FIFTH ANNIVERSARY OF THE
                                   ISSUE DATE

      THIS  CERTIFIES   THAT  ,  ,  is  entitled  to  purchase  from  Molecular
Diagnostics, Inc., a Delaware  corporation  (hereinafter  called the "Company")
with  its  principal  office  located at 414 North Orleans Street,  Suite  510,
Chicago, Illinois 60610, at any  time  after  the  Exercise  Date  (as  defined
below),  but before 3:00 P.M., Central Time, on the Expiration Date (as defined
below), at  the  Exercise  Price  (as defined below), the number of shares (the
"Warrant Shares") of the Company's  common  stock,  par  value $0.001 per share
(the  "Common Stock") set forth above.  The number of Shares  purchasable  upon
exercise  of  this Warrant and the Exercise Price per Share shall be subject to
adjustment from time to time as set forth in Section 4 below.


      SECTION 1.  DEFINITIONS

      The following  terms  used  in  this  Warrant  shall  have  the following
meanings (unless otherwise expressly provided herein):

      The "Act."  The Securities Act of 1933, as amended.

      The "Commission."  The Securities and Exchange Commission.

      The "Company."  Molecular Diagnostics, Inc.

      "Common Stock."  The Company's Common Stock, par value $0.001 per share.

      "Current Market Price."  The Current Market Price shall be determined  as
follows:

            (a)   if  the  security at issue is listed on a national securities
      exchange or admitted to  unlisted  trading privileges on such an exchange
      or quoted on either the National Market System or the Small Cap Market of
      the automated quotation service operated by The Nasdaq Stock Market, Inc.
      ("Nasdaq"), the current value shall  be  the  last reported sale price of
      that security on such exchange or system on the day for which the Current
      Market Price is to be determined or, if no such sale is made on such day,
      the average of the highest closing bid and lowest  asked  price  for such
      day on such exchange or system; or

            (b)   if  the  security  at  issue  is  not  so listed or quoted or
      admitted to unlisted trading privileges, the Current  Market  Value shall
      be  the average of the last reported highest bid and lowest asked  prices
      quoted  on  the  Nasdaq  Electronic Bulletin Board, or, if not so quoted,
      then by the National Quotation  Bureau,  Inc.  on  the  last business day
      prior to the day for which the Current Market Price is to  be determined;
      or

            (c)   if  the  security  at  issue  is  not so listed or quoted  or
      admitted to unlisted trading privileges and bid  and asked prices are not
      reported, the current market value shall be determined in such reasonable
      manner as may be prescribed from time to time by the  Board  of Directors
      of   the   Company,  subject  to  the  objection  procedures  hereinafter
      described.

      "Exercise Date."  July 31, 2003.

      "Exercise Price."  [$0.15] or [$0.20] per Share, as modified from time to
time in accordance with the provisions of this Warrant.

      "Expiration  Date."  The fifth anniversary of the Issue Date indicated on
the first page of this Warrant.

      "Holder" or "Warrantholder."   The  person to whom this Warrant is issued
and any valid transferee thereof pursuant to Section 3.1 below.

      "NASD."  The National Association of Securities Dealers, Inc.

      "Nasdaq."  The automated quotation system  operated  by  the Nasdaq Stock
Market, Inc.

      "Termination  of  Business."   Any  sale,  lease or exchange of  all,  or
substantially  all,  of the Company's assets or business  or  any  dissolution,
liquidation or winding up of the Company.

      "Warrant."  This  Warrant  and  any other warrants issued in substitution
for  or replacement thereof, including those  evidenced  by  a  certificate  or
certificates  originally issued or issued upon division, exchange, substitution
or transfer pursuant to this Warrant.

      "Warrant  Shares."   The  Common  Stock purchasable upon exercise of this
Warrant  including the Common Stock underlying  unexercised  portions  of  this
Warrant.

      SECTION 2.  TERM OF WARRANTS; EXERCISE OF WARRANT

      2.1.  Exercise of Warrant.

            (a)   Subject  to  the terms of this Warrant, the Holder shall have
      the right, at any time beginning  on  the Exercise Date but prior to 3:00
      p.m., Central Time, on the Expiration Date,  to purchase from the Company
      up to the number of fully paid and nonassessable  Warrant Shares to which
      the  Holder  may  at the time be entitled to purchase  pursuant  to  this
      Warrant, upon surrender  to  the Company, at its principal office, of the
      Warrant to be exercised, together  with  the purchase form on the reverse
      thereof, duly filled in and signed, and upon  payment  to  the Company of
      the Exercise Price for the number of Warrant Shares in respect  of  which
      the  Warrant is then exercised, but in no event for less than 100 Warrant
      Shares  (unless  fewer  than  an aggregate of 100 Warrant Shares are then
      purchasable under all outstanding Warrants held by a Holder).

            (b)   In lieu of payment  of  the  Exercise  Price,  the Holder may
      require  the Company to convert this Warrant into shares of Common  Stock
      (the "Conversion  Right")  as  provided for in this Section 2.1(b).  Upon
      exercise of the Conversion Right, the Company shall deliver to the Holder
      (without payment by the Holder of  any of the Exercise Price) that number
      of shares of Common Stock equal to the  quotient obtained by dividing (x)
      the value of the Warrant at the time the  Conversion  Right  is exercised
      (determined  by  subtracting  the  aggregate  Exercise  Price  in  effect
      immediately  prior  to  the  exercise  of  the  Conversion Right from the
      aggregate Current Market Price for the Common Stock  immediately prior to
      the exercise of the Conversion Right by (y) the Current  Market  Price of
      the Common Stock.

      2.2.  Payment of Exercise Price.  Payment of the aggregate Exercise Price
may be made in cash or by check, or any combination thereof.

      2.3.  Issuance of Shares.  Upon surrender of this Warrant and payment  of
the  applicable  Exercise  Price,  the  Company  shall  issue  and  cause to be
delivered  with  all  reasonable  dispatch to or upon the written order of  the
Holder and in the name or names the  Holder  may  designate,  a  certificate or
certificates  for  the  number  of  full  Warrant Shares so purchased upon  the
exercise of this Warrant, together with cash, as provided in Section 12 hereof,
in respect of any fraction of a Warrant Share  that  would  otherwise have been
issuable upon exercise of this Warrant.

      2.4.  Status as Holder of Shares.  Upon receipt of this  Warrant  by  the
company  following any exercise by the Holder, the Holder shall be deemed to be
the  holder   of   record   of  the  Warrant  Shares  issuable  upon  exercise,
notwithstanding that the transfer  books  of  the Company may then be closed or
that certificates representing the Warrant Shares may not have been prepared or
actually delivered to the Holder.

      SECTION 3.  TRANSFERABILITY AND FORM OF WARRANT

      3.1.  Limitation on Transfer.  Any assignment or transfer of this Warrant
shall  be  made by presentation and surrender hereof  to  the  Company  at  its
principal office  or the office of its transfer agent, if any, accompanied by a
duly executed Assignment  Form.   Upon  the presentation and surrender of these
items  to the Company, the Company, at its  sole  expense,  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
Form, and this Warrant shall at that time be canceled.

      3.2.  Exchange of Certificate.  This Warrant may be exchanged for another
Warrant or Warrants entitling the Warrantholder to purchase  a  like  aggregate
number  of  Warrant Shares as the Warrant or Warrants surrendered then entitled
the Warrantholder  to  purchase.   Any  Warrantholder  desiring  to  exchange a
Warrant  shall  make  a request in writing delivered to the Company, and  shall
surrender, properly endorsed,  with  signatures  guaranteed,  the Warrant to be
exchanged.   Thereupon,  the  Company shall execute and deliver to  the  person
entitled thereto a new Warrant as requested.

      3.3.  Mutilated, Lost, Stolen,  or  Destroyed  Certificate.   In case the
certificate  evidencing  this  Warrant  shall  be  mutilated,  lost, stolen  or
destroyed,  the Company shall, at the request of the Warrantholder,  issue  and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate, or in lieu of and substitution for the certificate lost, stolen or
destroyed, a  new  Warrant  of  like  tenor representing an equivalent right or
interest, but only upon receipt of evidence  satisfactory to the Company of the
loss,  theft  or  destruction  of  the Warrant and  a  bond  of  indemnity,  if
requested, also satisfactory in form  and  amount,  at  the  applicant's  cost.
Applicants  for substitute Warrants shall also comply with any other reasonable
regulations and pay any other reasonable charges the Company may request.

      SECTION 4.  ADJUSTMENT OF NUMBER OF SHARES

      The number  and  kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price payable shall be subject to adjustment from time
to time upon the happening of certain events, as follows:

      4.1.  Adjustments.   The  number  of  Warrant Shares purchasable upon the
exercise of this Warrant and the Exercise Price shall be subject to adjustments
as follows:

            (a)   In case the Company shall (i)  pay a dividend in Common Stock
      or  make  a  distribution  to  its  stockholders in  Common  Stock,  (ii)
      subdivide its outstanding Common Stock,  (iii)  combine  its  outstanding
      Common  Stock  into  a smaller number of shares of Common Stock, or  (iv)
      issue by classification  of  its  Common  Stock  other  securities of the
      Company, then in any of the foregoing cases, the number of Warrant Shares
      purchasable upon exercise of the Warrant immediately prior  thereto shall
      be  adjusted  so that the Warrantholder shall be entitled to receive  the
      kind and number of Warrant Shares or other securities of the Company that
      it would have owned  or  would  have been entitled to receive immediately
      after the happening of any of the events described above, had the Warrant
      been exercised immediately prior  to  the  happening  of the event or any
      record date with respect thereto.  Any adjustment made  pursuant  to this
      subsection  4.1(a) shall become effective immediately after the effective
      date of the event retroactive to the record date, if any, for the event.

            (b)   If  the  Company  shall  issue  rights, options, warrants, or
      convertible securities to all or substantially  all holders of its Common
      Stock, without any charge to the holders, entitling them to subscribe for
      or purchase Common Stock at a price per share that is lower at the record
      date mentioned below than the then Current Market  Price,  the  number of
      Warrant  Shares  thereafter purchasable upon the exercise of this Warrant
      shall  be  determined   by  multiplying  the  number  of  Warrant  Shares
      theretofore purchasable upon  exercise of this Warrant 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  Current  Market  Price  as  of  the  record date.  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.

            (c)   If the Company  shall  distribute to all or substantially all
      holders  of its Common Stock evidences  of  its  indebtedness  or  assets
      (excluding  cash  dividends  or distributions out of earnings) or rights,
      options, warrants, or convertible  securities  containing  the  right  to
      subscribe  for  or  purchase Common Stock (excluding those referred to in
      subsection 4.1(b) above),  then in each case the number of Warrant Shares
      thereafter  purchasable upon  the  exercise  of  this  Warrant  shall  be
      determined by  multiplying  the  number  of  Warrant  Shares  theretofore
      purchasable  upon  exercise  of this Warrant by a fraction, of which  the
      numerator  shall  be  the  then Current  Market  Price  on  the  date  of
      distribution, and the denominator  of  which  shall be the Current Market
      Price on the date of distribution minus the then  fair  value (determined
      as provided in subparagraph (e) below) of the portion of  the  assets  or
      evidences  of  indebtedness so distributed or of the subscription rights,
      options, warrants,  or  convertible  securities  applicable to one share.
      The adjustment shall be made whenever any distribution  is made and shall
      become effective on the date of distribution retroactive  to  the  record
      date  for  the  determination  of  stockholders  entitled  to receive the
      distribution.

            (d)   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 in  the number of
      Warrant Shares then purchasable upon the exercise of this Warrant  or, if
      this  Warrant  is  not  then  exercisable,  the  number of Warrant Shares
      purchasable  upon  the  exercise  of  this  Warrant  on  the  first  date
      thereafter that this Warrant becomes exercisable; provided, however, that
      any  adjustments  which  by  reason of this subsection (4.1(d))  are  not
      required to be made immediately  shall  be carried forward and taken into
      account in any subsequent adjustment.

            (e)   Whenever the number of Warrant  Shares  purchasable  upon the
      exercise  of  this  Warrant is adjusted, as herein provided, the Exercise
      Price  payable  upon exercise  of  this  Warrant  shall  be  adjusted  by
      multiplying the Exercise  Price  immediately prior to the adjustment by a
      fraction, the numerator of which shall  be  the  number of Warrant Shares
      purchasable  upon the exercise of the Warrant immediately  prior  to  the
      adjustment, and  the  denominator of which shall be the number of Warrant
      Shares so purchasable immediately thereafter.

            (f)   Whenever  the  number  of  Warrant  Shares  purchasable  upon
      exercise of this Warrant  is  adjusted  as  herein  provided, the Company
      shall  cause to be promptly mailed to the Warrantholder  by  first  class
      mail, postage  prepaid, notice of the adjustment and a certificate of the
      chief financial  officer  of  the  Company  setting  forth  the number of
      Warrant  Shares purchasable upon the exercise of this Warrant  after  the
      adjustment,  a  brief statement of the facts requiring the adjustment and
      the computation by which the adjustment was made.

            (g)   For the  purpose of this Section 4.1, the term "Common Stock"
      shall mean (i) the class  of  stock designated as the Common Stock of the
      Company as of the Issue Date of  this Warrant, or (ii) any other class of
      stock  resulting  from successive changes  or  reclassifications  of  the
      Common Stock consisting solely of changes in par value, or from par value
      to no par value, or  from no par value to par value.  If, at any time, as
      a  result  of  an  adjustment  made  pursuant  to  this  Section  4,  the
      Warrantholder shall  become  entitled  to  purchase any securities of the
      Company other than Common Stock, then (y) if the Warrantholder's right to
      purchase is on any other basis than that available  to all holders of the
      Company's  Common  Stock,  the  Company  shall  obtain an opinion  of  an
      independent investment banking firm valuing the other  securities and (z)
      thereafter the number of other securities so purchasable upon exercise of
      this Warrant shall be subject to adjustment from time to time in a manner
      and on terms as nearly equivalent as practicable to the  provisions  with
      respect to the Warrant Shares contained in this Section 4.

            (h)   Upon  the  expiration  of  any  rights, options, warrants, or
      conversion privileges, if they shall have not  been exercised, the number
      of  Warrant  Shares  purchasable upon exercise of the  Warrants,  to  the
      extent the Warrants have  not  then  been  exercised,  shall,  upon  such
      expiration, be readjusted and shall thereafter be as they would have been
      had  they  been  originally  adjusted (or had the original adjustment not
      been required, as the case may  be) on the basis of (i) the fact that the
      only shares of Common Stock so issued were the shares of Common Stock, if
      any, actually issued or sold upon  the  exercise  of the rights, options,
      warrants, or conversion privileges, and (ii) the fact  that the shares of
      Common Stock, if any, were issued or sold for the consideration  actually
      received by the Company upon the exercise plus the consideration, if any,
      actually  received by the Company for the issuance, sale or grant of  all
      such rights,  options,  warrants, or conversion privileges whether or not
      exercised; provided, however,  that no readjustment shall have the effect
      of decreasing the number of Warrant  Shares  purchasable upon exercise of
      this  Warrant  by  an amount in excess of the amount  of  the  adjustment
      initially made in respect of the issuance, sale, or grant of such rights,
      options, warrants, or conversion rights.

      4.2.  No Adjustment for Dividends.  Except as provided in Section 4.1, no
adjustment in respect of any  dividends  or distributions out of earnings shall
be made during the term, or upon the exercise, of this Warrant.

      4.3.  No  Adjustment in Certain Cases.   No  adjustments  shall  be  made
pursuant to Section  4  hereof  in  connection  with the issuance of the Common
Stock  upon the conversion, if any, of the Company's  12%  Secured  Convertible
Promissory  Notes  or exercise of any warrants issued to the holders thereof in
connection therewith.   No  adjustments  shall  be  made  pursuant to Section 4
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 plan.

      4.4.  Preservation    of    Purchase    Rights   upon   Reclassification,
Consolidation, etc.  In case of any consolidation of the Company with or merger
of the Company into another corporation, or in  case  of any sale or conveyance
to another corporation of the property, assets, or business  of  the Company as
an  entirety  or  substantially  as  an  entirety, the Company or successor  or
purchasing  corporation,  as  the  case  may  be,   shall   execute   with  the
Warrantholder  an  agreement  that  the  Warrantholder  shall  have  the  right
thereafter  upon  payment  of the Exercise Price in effect immediately prior to
the action to purchase, upon  exercise  of this Warrant, the kind and amount of
shares and other securities and property  that it would have owned or have been
entitled to receive after the happening of  the consolidation, merger, sale, or
conveyance had this Warrant been exercised immediately prior to the action.  In
the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue
Code of 1986, in which the Company is the surviving  corporation,  the right to
purchase  Shares under the Warrants shall terminate on the date of such  merger
and thereupon  the  Warrants  shall  become  null  and  void,  but  only if the
controlling  corporation  shall  agree  to  substitute  for  the  Warrants, its
warrants  which entitle the holder thereof to purchase upon their exercise  the
kind and amount of shares and other securities and property which it would have
owned or been  entitled  to receive had the Warrants been exercised immediately
prior to such merger.  Any  such  agreements  referred  to  in this Section 4.4
shall provide for adjustments, which shall be as nearly equivalent  as  may  be
practicable  to  the  adjustments  provided  for  in  Section  4  hereof.   The
provisions   of   this  Section  (4.4)  shall  similarly  apply  to  successive
consolidations, mergers, sales, or conveyances.

      4.5.  Par Value  of  Shares  of  Common  Stock.  Before taking any action
which  would  cause  an  adjustment effectively reducing  the  portion  of  the
Exercise Price allocable to  each  Share  below  the par value per share of the
Common Stock issuable upon exercise of the Warrants,  the Company will take any
corporate  action  which may, in the opinion of its counsel,  be  necessary  in
order  that  the  Company   may  validly  and  legally  issue  fully  paid  and
nonassessable Common Stock upon exercise of the Warrants.

      4.6.  Independent Public  Accountants.   The Company may retain a firm of
independent public accountants of recognized national  standing  (which  may be
any  such  firm  regularly  employed  by  the  Company) to make any computation
required under this Section 4, and a certificate  signed  by  the firm shall be
conclusive  evidence  of  the  correctness of any computation made  under  this
Section 4.

      4.7.  Treasury Stock.  For  purposes  of this Section 4, 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 described.

      SECTION 5.  NOTICE TO HOLDERS

      If, prior to the expiration of this Warrant either by its terms or by its
exercise in full, any of the following shall occur:

            (a)   the Company shall  declare  a dividend or authorize any other
      distribution on its Common Stock; or

            (b)   the Company shall authorize the  granting to the shareholders
      of its Common Stock of rights to subscribe for or purchase any securities
      or any other similar rights; or

            (c)   any reclassification, reorganization or similar change of the
      Common Stock, or any consolidation or merger to  which  the  Company is a
      party, or the sale, lease, or exchange of any significant portion  of the
      assets of the Company; or

            (d)   the  voluntary  or  involuntary  dissolution,  liquidation or
      winding up of the Company; or

            (e)   any purchase, retirement or redemption by the Company  of its
      Common Stock;

then,  and in any such case, the Company shall deliver to the Holder or Holders
written  notice  thereof at least 30 days prior to the earliest applicable date
specified below with respect to which notice is to be given, which notice shall
state the following:

            (x)   the  date on which a record is to be taken for the purpose of
      the dividend, distribution or rights, or, if a record is not to be taken,
      the date as of which  the  holders  of Common Stock of record entitled to
      the dividend, distribution or rights will be determined;

            (y)   the  date  on  which  any  reclassification,  reorganization,
      consolidation, merger, sale, transfer, dissolution,  liquidation, winding
      up or purchase, retirement or redemption is expected to become effective,
      and the date, if any, as of which the Company's holders  of  Common Stock
      of record shall be entitled to exchange their Common Stock for securities
      or  other property deliverable upon the reclassification, reorganization,
      consolidation,  merger, sale, transfer, dissolution, liquidation, winding
      up, purchase, retirement or redemption; and

            (z)   if any  matters  referred to in the foregoing clauses (x) and
      (y) are to be voted upon by holders of Common Stock, the date as of which
      the shareholders entitled to vote will be determined.

      SECTION 6.  OFFICERS' CERTIFICATE

      Whenever the Exercise Price or  the  aggregate  number  of Warrant Shares
purchasable  pursuant  to  this  Warrant shall be adjusted as required  by  the
provisions  of  Section 4 above, the  Company  shall  promptly  file  with  its
Secretary or an Assistant  Secretary  at  its  principal  office,  and with its
transfer  agent,  if  any,  an  officers' certificate executed by the Company's
President and Secretary or Assistant  Secretary,  describing the adjustment and
setting forth, in reasonable detail, the facts requiring the adjustment and the
basis for and calculation of the adjustment in accordance  with  the provisions
of  this  Warrant.  Each such officers' certificate shall be made available  to
the Holder  or  Holders of this Warrant for inspection at all reasonable times,
and the Company,  after  each  adjustment, shall promptly deliver a copy of the
officers' certificate relating to  that  adjustment to the Holder or Holders of
this Warrant.  The officers' certificate described  in  this Section 6 shall be
deemed  to  be  conclusive  as  to the correctness of the adjustment  reflected
therein if, and only if, no Holder  of  this Warrant delivers written notice to
the  Company  of  an  objection to the adjustment  within  30  days  after  the
officers' certificate is  delivered  to  the Holder or Holders of this Warrant.
The  Company  will  make its books and records  available  for  inspection  and
copying  during normal  business  hours  by  the  Holder  so  as  to  permit  a
determination  as  to the correctness of the adjustment.  Failure to prepare or
provide  the  officers'  certificate  shall  not  modify  the  parties'  rights
hereunder.

      SECTION 7.  RESERVATION OF WARRANT SHARES

      There has been reserved, and the Company shall at all times keep reserved
so long as this Warrant remains outstanding, out of its authorized and unissued
Common Stock, a number of shares of Common Stock sufficient to support the full
exercise  hereof.   Every  transfer  agent  for  the  Common  Stock  and  other
securities  of  the  Company issuable upon the exercise of this Warrant will be
irrevocably authorized  and  directed  at  all  times  to  reserve  a number of
authorized shares and other securities as shall be requisite for such  purpose.
The Company will keep a copy of this Warrant on file with every transfer  agent
for  the  Common  Stock  and  other securities of the Company issuable upon the
exercise of this Warrant.  The  Company  will  supply every transfer agent with
duly executed stock and other certificates, as appropriate,  for  such  purpose
and  will provide or otherwise make available any cash which may be payable  as
provided in Section 11 hereof.

      SECTION 8.  RESTRICTIONS ON TRANSFER.

      The  Warrantholder  agrees  that  prior to making any disposition of this
Warrant or the Warrant Shares, the Warrantholder  shall  give written notice to
the Company describing briefly the manner in which any proposed  disposition is
to  be  made; and no disposition shall be made if the Company has notified  the
Warrantholder  that,  in  the opinion of counsel reasonably satisfactory to the
Warrantholder, a registration statement or other notification or post-effective
amendment thereto (hereinafter  collectively  a "Registration Statement") under
the  Act  is  required  with  respect to the disposition  and  no  Registration
Statement  has been filed by the  Company  with,  and  declared  effective,  if
necessary, by, the Commission.

      SECTION 9.  PAYMENT OF TAXES

      The Company will pay all documentary stamp taxes, if any, attributable to
the initial  issuance  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 the Warrants or
Warrant Shares.

      SECTION 10. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

      This  Warrant,  the  Warrant Shares, and any other securities  issued  or
issuable  upon  exercise  of  this   Warrant,  may  not  be  offered,  sold  or
transferred, in whole or in part, except in compliance with the Act, and except
in compliance with all applicable state securities laws.  The Company may cause
substantially the following legends, or  their  equivalents, to be set forth on
each certificate representing the Warrant Shares  and any other security issued
or issuable upon exercise of this Warrant, not theretofore  distributed  to the
public or sold to underwriters, as defined by the Act, for distribution to  the
public:

            (a)   "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
      LAWS AND  MAY  NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY
      MANNER EXCEPT IN  COMPLIANCE  WITH  SUCH LAWS AND THE WARRANT PURSUANT TO
      WHICH THEY WERE ISSUED."

            (b)   Any legend required by applicable state securities laws.

      Any certificate issued at any time in  exchange  or  substitution for any
certificate  bearing  such  legends  (except  a  new  certificate  issued  upon
completion of a public distribution pursuant to a registration statement  under
the  Securities  Act  of  1933,  as  amended  (the  "Act"),  or  the securities
represented thereby) shall also bear the above legends unless, in  the  opinion
of the Company's counsel, the securities represented thereby need no longer  be
subject to such restrictions.

      SECTION 11. FRACTIONAL SHARES

      No  fractional  shares  or  scrip representing fractional shares shall be
issued upon the exercise of all or  any  part of this Warrant.  With respect to
any fraction of a share of any security called  for  upon  any exercise of this
Warrant, the Company shall pay to the Holder an amount in money  equal  to that
fraction multiplied by the Current Market Price of that share.

      SECTION 12. NO RIGHTS AS STOCKHOLDER; NOTICES TO WARRANTHOLDER

      Nothing  contained in this Warrant shall be construed as conferring  upon
the Warrantholder  or  its  transferees  any  rights  as  a  stockholder of the
Company,  including  the right to vote, receive dividends, consent  or  receive
notices as a stockholder  in  respect  to  any  meeting of stockholders for the
election  of  directors  of  the  Company  or any other  matter.   The  Company
covenants, however, that for so long as this  Warrant  is  at  least  partially
unexercised,  it  will  furnish  any Holder of this Warrant with copies of  all
reports and communications furnished  to  the  shareholders of the Company.  In
addition, if at any time prior to the expiration  of  the Warrants and prior to
their exercise, any one or more of the following events shall occur:

            (a)   any  action  which  would require an adjustment  pursuant  to
      Section 4.1 (except subsections 4.1(e) and 4.1(h) or 4.4; or

            (b)  a dissolution, liquidation,  or  winding  up  of  the  Company
      (other  than  in connection with a consolidation, merger, or sale of  its
      property, assets,  and  business  as  an  entirety or substantially as an
      entirety) shall be proposed:

then  the  Company  shall  give  notice  in  writing  of   the   event  to  the
Warrantholder, as provided in Section 15 hereof, at least 20 days  prior to the
date fixed as a record date or the date of closing the transfer books  for  the
determination   of   the   stockholders  entitled  to  any  relevant  dividend,
distribution, subscription rights  or  other rights or for the determination of
stockholders  entitled to vote on such proposed  dissolution,  liquidation,  or
winding up.  The  notice  shall  specify the record date or the date of closing
the transfer books, as the case may  be.   Failure to mail or receive notice or
any  defect therein shall not affect the validity  of  any  action  taken  with
respect thereto.

      SECTION 13. CHARGES DUE UPON EXERCISE

      The Company shall pay any and all issue or transfer taxes, including, but
not limited to, all federal or state taxes, that may be payable with respect to
the transfer  of  this  Warrant or the issue or delivery of Warrant Shares upon
the exercise of this Warrant.

      SECTION 14. WARRANT SHARES TO BE FULLY PAID

      The Company covenants  that  all  Warrant  Shares  that may be issued and
delivered  to a Holder of this Warrant upon the exercise of  this  Warrant  and
payment of the  Exercise  Price  will  be, upon such delivery, validly and duly
issued, fully paid and nonassessable.

      SECTION 15. NOTICES

      Any notice pursuant to this Warrant  by the Company or by a Warrantholder
or a holder of Shares shall be in writing and shall be deemed to have been duly
given if delivered or mailed by certified mail, return receipt requested:

      (i)   If  to a Warrantholder or a holder  of  Shares,  addressed  to  the
address set forth above.

      (ii)  If to  the  Company  addressed  to  it at 414 North Orleans Street,
Suite 510, Chicago, Illinois 60610, Attention:  President.

      Each party may from time to time change the  address  to which notices to
it are to be delivered or mailed hereunder by notice in accordance  herewith to
the other party.

      SECTION 16. MERGER OR CONSOLIDATION OF THE COMPANY

      The  Company  will  not  merge  or  consolidate  with  or  into any other
corporation  or  sell  all  or  substantially  all  of  its property to another
corporation,  unless  in connection therewith, the Company  complies  with  the
provisions of Section 4.4 hereof.

      SECTION 17. APPLICABLE LAW

      This Warrant shall  be  governed  by and construed in accordance with the
internal laws (as opposed to conflicts of  law  provisions)  of  the  State  of
Illinois, and courts located in Illinois shall have exclusive jurisdiction over
all disputes arising hereunder.

      SECTION 18. ACCEPTANCE OF TERMS; SUCCESSORS.

      By  its  acceptance  of  this  Warrant,  the Holder accepts and agrees to
comply  with all of the terms and provisions hereof.   All  the  covenants  and
provisions  of  this Warrant by or for the benefit of the Company or the Holder
shall bind and inure  to the benefit of their respective successors and assigns
hereunder.

      SECTION 19. MISCELLANEOUS PROVISIONS

      (a)   Subject to  the terms and conditions contained herein, this Warrant
shall be binding on the Company  and  its  successors  and  shall  inure to the
benefit  of the original Holder, its successors and assigns and all holders  of
Warrant Shares and the exercise of this Warrant in full shall not terminate the
provisions of this Warrant as it relates to holders of Warrant Shares.

      (b)   If  the  Company fails to perform any of its obligations hereunder,
it shall be liable to  the Holder for all damages, costs and expenses resulting
from the failure, including, but not limited to, all reasonable attorney's fees
and disbursements.

      (c)   This Warrant  cannot be changed or terminated or any performance or
condition waived in whole or  in  part except by an agreement in writing signed
by the party against whom enforcement  of  the change, termination or waiver is
sought; provided, however, that any provisions  hereof  may be amended, waived,
discharged  or  terminated  upon  the written consent of the  Company  and  the
Company.

      (d)   If any provision of this  Warrant  shall  be  held  to  be invalid,
illegal  or  unenforceable,  the  provision  shall be severed, enforced to  the
extent possible, or modified in such a way as  to  make it enforceable, and the
invalidity, illegality or unenforceability shall not  affect  the  remainder of
this Warrant.

      (e)   The  Company agrees to execute any further agreements, conveyances,
certificates and other  documents  as may be reasonably requested by the Holder
to effectuate the intent and provisions of this Warrant.

      (f)   Paragraph headings used  in  this  Warrant are for convenience only
and shall not be taken or construed to define or  limit  any  of  the  terms or
provisions  of  this Warrant.  Unless otherwise provided, or unless the context
shall otherwise require,  the  use of the singular shall include the plural and
the use of any gender shall include all genders.

      IN  WITNESS WHEREOF, the Company  has  caused  this  Warrant  to  be duly
executed and issued as of the Issue Date first set forth above.



                                    MOLECULAR DIAGNOSTICS, INC.


                                    By:    _______________________________
                                           Peter P. Gombrich
                                           Chief Executive Officer


<PAGE>
                                 PURCHASE FORM

                                                         Dated  _________, ____


       The  undersigned  hereby irrevocably elects to exercise this Warrant  to
the extent of purchasing ______________ shares of the Common Stock of Molecular
Diagnostics, Inc. and tenders payment of the exercise price thereof.

                    INSTRUCTIONS FOR REGISTRATION OF STOCK


       Name  ___________________________________________________________
                    (Please type or print in block letters)



       Address__________________________________________________________

.................................................................................

                                ASSIGNMENT FORM

       FOR  VALUE  RECEIVED,   _________________,  hereby  sells,  assigns  and
transfers unto



       Name  ___________________________________________________________
                    (Please type or print in block letters)

       Address__________________________________________________________



the right to purchase ___________ shares Common Stock of Molecular Diagnostics,
Inc. (the "Company") represented  by  this  Warrant and does hereby irrevocably
constitute  and appoint the Company as its attorney-in-fact,  to  transfer  the
same on the books  of  the  Company  with  full  power  of  substitution in the
premises.

       Signature __________________________________  Dated ____________________

NOTICE:  THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH  THE  NAME AS IT
APPEARS  UPON  THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.