Exhibit 4.38

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 RULE144
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. 2002 PIPE - 2

                  WARRANT TO PURCHASE SHARES OF COMMON STOCK

                      WARRANT TO PURCHASE 200,000 SHARES
                  (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)

                        EXERCISE PRICE $0.16 PER SHARE
                  (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)

           VOID AFTER 3:00 P.M., MOUNTAIN TIME, ON NOVEMBER 1, 2007

      THIS CERTIFIES THAT Qwestar Resources, P.O. Box 3424, Show Low, AZ 85902,
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 "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  agreement  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 and arbitration procedure  as
      described in Section 7 below.

      "Exercise Date."  November 1, 2002.

      "Exercise Price."    $0.16  per  Share,  as  modified  in accordance with
Section 4, below.

      "Expiration Date."  November 1, 2007.

      "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.

      "Warrants."    The  warrants  issued in accordance with the terms of this
Agreement and any Warrants issued in  substitution  for  or replacement of such
warrants, including those evidenced by a certificate or certificates originally
issued or issued upon division, exchange, substitution or  transfer pursuant to
this Agreement.

      "Warrant Securities."The  Common  Stock purchasable upon  exercise  of  a
Warrant  including  the  Common  Stock underlying  unexercised  portions  of  a
Warrant.

      SECTION 2.    TERM OF WARRANTS; EXERCISE OF WARRANT.

      2.1.  Exercise of Warrant.   Subject  to the terms of this Agreement, 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 Shares to which the
Holder may at the time be entitled to purchase pursuant to this Agreement, 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 Shares in respect  of  which such Warrants are then exercised, but in
no event for less than 100 Shares (unless fewer than an aggregate of 100 shares
are then purchasable under all outstanding Warrants held by a Holder).

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

      2.3.  Issuance  of Shares.  Upon  such  surrender  of  the  Warrants  and
payment of such Exercise  Price as aforesaid, the Company shall issue and cause
to be delivered with all reasonable  dispatch  to  or upon the written order of
the Holder and in such name or names as the Holder may designate, a certificate
or certificates for the number of full Shares so purchased upon the exercise of
the Warrant, together with cash, as provided in Section  13  hereof, in respect
of any fractional Shares otherwise issuable upon such surrender.

      2.4.  Status  as  Holder of Shares.  Upon receipt of the Warrant  by  the
company as described in Sections  2.1.  above, the Holder shall be deemed to be
the holder of record of the Shares issuable upon such exercise, notwithstanding
that the transfer books of the Company may  then be closed or that certificates
representing such Shares may not have been prepared  or  actually  delivered to
the Holder.


<PAGE>


SECTION 3.  TRANSFERABILITY AND FORM OF WARRANT

      3.1.  Limitation  on  Transfer.  Any assignment or transfer of a  Warrant
shall be made by the presentation  and  surrender of the Warrant 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 new  Holder  or  Holders  a  new  Warrant  or
Warrants,  in  the name of the new Holder or Holders as named in the Assignment
Form, and the Warrant presented or surrendered shall at that time be canceled.

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

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

      SECTION 4.    ADJUSTMENT OF NUMBER OF SHARES.

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

      4.1.  Adjustments.  The number of Shares purchasable upon the exercise of
the Warrants 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, the number of Shares purchasable  upon  exercise of the Warrants
      immediately  prior  thereto shall be adjusted so that  the  Warrantholder
      shall be entitled to  receive  the  kind  and  number  of Shares or other
      securities  of the Company which it would have owned or would  have  been
      entitled to receive  immediately after the happening of any of the events
      described above, had the Warrants been exercised immediately prior to the
      happening of such 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 such  event  retroactive  to  the
      record date, if any, for such event.

            (b)   In case the Company shall issue 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 Common Stock at a price  per  share which is lower at the
      record  date  mentioned  below than the then Current  Market  Price,  the
      number of Shares thereafter purchasable upon the exercise of each Warrant
      shall  be determined by multiplying  the  number  of  Shares  theretofore
      purchasable  upon  exercise  of  the Warrants by a fraction, of which the
      numerator  shall  be the number of shares  of  Common  Stock  outstanding
      immediately prior to  the  issuance  of such rights, options, warrants or
      convertible securities plus the number  of  additional  shares  of Common
      Stock  offered for subscription or purchase, and of which the denominator
      shall be  the  number  of  shares of Common Stock outstanding immediately
      prior to the issuance of such  rights,  options, warrants, or convertible
      securities plus the number of shares which  the  aggregate offering price
      of  the  total number of shares offered would purchase  at  such  Current
      Market Price.   Such  adjustment  shall  be  made  whenever  such 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 such  rights,  options,
      warrants, or convertible securities.

            (c)   In  case 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  Shares
      thereafter  purchasable  upon  the exercise  of  the  Warrants  shall  be
      determined by multiplying the number  of  Shares  theretofore purchasable
      upon exercise of the Warrants by a fraction, of which the numerator shall
      be the then Current Market Price on the date of such distribution, and of
      which the denominator shall be such Current Market  Price  on  such  date
      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  such  subscription  rights,  options,  warrants,  or
      convertible securities applicable to one share.  Such adjustment shall be
      made whenever any such 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 such distribution.

            (d)   No adjustment in the number of Shares purchasable pursuant to
      the Warrants  shall  be  required unless such adjustment would require an
      increase or decrease of at least one percent in the number of Shares then
      purchasable upon the exercise of the Warrants or, if the Warrants are not
      then exercisable, the number  of  Shares purchasable upon the exercise of
      the  Warrants  on  the first date thereafter  that  the  Warrants  become
      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 Shares purchasable upon the exercise of
      the Warrant is adjusted, as herein  provided,  the Exercise Price payable
      upon  exercise  of  the  Warrant  shall be adjusted by  multiplying  such
      Exercise Price immediately prior to  such  adjustment  by  a fraction, of
      which  the  numerator  shall  be the number of Warrant Shares purchasable
      upon the exercise of the Warrant  immediately  prior  to such adjustment,
      and  of  which the denominator shall be the number of Warrant  Shares  so
      purchasable immediately thereafter.

            (f)  Whenever the number of Shares purchasable upon exercise of the
      Warrants is  adjusted  as  herein provided, the Company shall cause to be
      promptly  mailed  to  the Warrantholder  by  first  class  mail,  postage
      prepaid,  notice of such  adjustment  and  a  certificate  of  the  chief
      financial officer  of  the  Company  setting  forth  the number of Shares
      purchasable  upon the exercise of the Warrants after such  adjustment,  a
      brief  statement   of   the  facts  requiring  such  adjustment  and  the
      computation by which such 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 at the date of this Agreement, or (ii) any  other  class of stock
      resulting  from  successive  changes or reclassifications of such  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.   In the event that 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,  (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 such other securities and (z)
      thereafter  the  number  of  such  other securities so  purchasable  upon
      exercise of the Warrants 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 Shares contained in this Section 4.

            (h)   Upon  the  expiration  of  any  rights, options, warrants, or
      conversion privileges, if such shall have not  been exercised, the number
      of 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 such 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  such rights, options,
      warrants, or conversion privileges, and (ii) the fact that such shares of
      Common Stock, if any, were issued or sold for the consideration  actually
      received  by  the  Company upon such 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  such  readjustment shall have
      the effect of decreasing the number of Shares purchasable  upon  exercise
      of  the  Warrants  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 of the Warrants or upon the exercise of the Warrants.

      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 exercise of the Warrants.  No adjustments  shall be made pursuant to
Section 4 hereof in connection with 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 such 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
such action to purchase, upon exercise of the Warrants,  the kind and amount of
shares and other securities and property which it would have owned or have been
entitled to receive after the happening of such consolidation, merger, sale, or
conveyance had the Warrants been exercised immediately prior  to  such  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 such firm shall be
conclusive  evidence  of  the  correctness of any computation made  under  this
Section 4.

      4.7.  Statement on Warrants.   Irrespective  of  any  adjustments  in the
number   of  securities  issuable  upon  exercise  of  the  Warrants,  Warrants
theretofore  or  thereafter  issued  may continue to express the same number of
securities as are stated in the similar Warrants initially issuable pursuant to
this Agreement.  However, the Company  may,  at any time in its sole discretion
(which shall be conclusive), make any change in the form of Warrant that it may
deem  appropriate  and  that does not affect the  substance  thereof;  and  any
Warrant thereafter issued,  whether  upon  registration  of  transfer of, or in
exchange  or substitution for, an outstanding Warrant, may be in  the  form  so
changed.

      4.8.    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 such
dividend, distribution or rights, or,  if a record is not to be taken, the date
as of which the shareholders of Common Stock  of  record to be entitled to such
dividend, distribution or rights are to be determined;

      (y)   the   date   on   which   such  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 shareholders of Common Stock of record
shall be  entitled  to  exchange  their  Common  Stock  for securities or other
property deliverable upon such 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 shareholders of Common Stock, the date as of which  those
shareholders to be entitled to vote are to be determined.


      SECTION 6.    OFFICERS' CERTIFICATE.

      Whenever the Exercise Price or the aggregate number of Warrant Securities
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  such  adjustment  and
the  basis  for  and  calculation  of  such  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 such 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  7  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.   If written
notice of an objection is delivered by a Holder to the Company and the  parties
cannot  reconcile  the  dispute,  the  Holder  and the Company shall submit the
dispute to arbitration pursuant to the provisions of Section 20 below.  Failure
to prepare or provide the officers' certificate  shall  not modify the parties'
rights hereunder.


<PAGE>


      SECTION 7.    RESERVATION OF WARRANT SECURITIES.

      There has been reserved, and the Company shall at all times keep reserved
so long as the Warrants remain outstanding, out of its authorized  and unissued
Common  Stock,  such  number  of shares of Common Stock as shall be subject  to
purchase under the Warrants.  Every  transfer  agent  for  the Common Stock and
other securities of the Company issuable upon the exercise of the Warrants will
be irrevocably authorized and directed at all times to reserve  such  number of
authorized  shares and other securities as shall be requisite for such purpose.
The Company will  keep  a  copy  of  this Agreement on file with every transfer
agent for the Common Stock and other securities  of  the  Company issuable upon
the  exercise  of  the Warrants.  The Company will supply every  such  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 12 hereof.

      SECTION 8.    RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS.

      8.1.  Restrictions on Transfer.  The Warrantholder agrees  that  prior to
making any disposition of the Warrants or the Shares,  the Warrantholder  shall
give  written  notice to the Company describing briefly the manner in which any
such proposed disposition  is to be made; and no such 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 such
disposition  and no such Registration Statement has been filed by  the  Company
with, and declared effective, if necessary, by, the Commission.

      8.2.  Piggy-Back  Registration  Right.   If  at  any  time  prior  to the
Expiration  Date the Company files a registration statement with the Commission
pursuant to the Act, or pursuant to any other act passed after the date of this
Agreement, which  filing  provides for the sale of securities by the Company to
the public, or files a Regulation  A  offering  statement  under  the  Act, the
Company shall offer to the Holder or Holders of this Warrant and the holders of
any  Warrant  Securities  the  opportunity  to register or qualify the  Warrant
Securities at the Company's sole expense, regardless  of  whether the Holder or
Holders of this Warrant or the holders of Warrant Securities  or  both may have
previously  availed  themselves of any of the registration rights described  in
this Section 8; provided, however, that in the case of a Regulation A offering,
the opportunity to qualify  shall  be  limited  to  the amount of the available
exemption after taking into account the securities that  the  Company wishes to
qualify.  Notwithstanding anything to the contrary, this Section  8.2 shall not
be  applicable  to  a  registration  statement  registering  securities  issued
pursuant to an employee benefit plan or as to a transaction subject to Rule 145
promulgated  under the Act or which a form S-4 registration statement could  be
used; nor shall  it  be  applicable to the first underwritten registered public
offering of the Company.

      The Company shall deliver written notice to the Holder or Holders of this
Warrant and to any holders of the Warrant Securities of its intention to file a
registration statement or  Regulation  A  offering  statement  under the Act at
least  60 days prior to the filing of such registration statement  or  offering
statement,  and  the  Holder or Holders and holders of Warrant Securities shall
have 30 days thereafter  to  request  in  writing  that the Company register or
qualify  the  Warrant  Securities  or  the  Warrant Securities  underlying  the
unexercised portion of this Warrant in accordance  with this Section 8.2.  Upon
the delivery of such a written request within the specified  time,  the Company
shall  be  obligated  to include in its contemplated registration statement  or
offering statement all  information  necessary  or  advisable  to  register  or
qualify the Warrant Securities or Warrant Securities underlying the unexercised
portion  of  this  Warrant  for a public offering, if the Company does file the
contemplated registration statement  or  offering statement; provided, however,
that neither the delivery of the notice by  the  Company  nor the delivery of a
request  by  a  Holder or by a holder of Warrant Securities shall  in  any  way
obligate the Company  to  file a registration statement or offering statement.
Furthermore, notwithstanding the filing of a registration statement or offering
statement, the Company may,  at  any  time prior to the effective date thereof,
determine not to offer the securities to  which  the  registration statement or
offering  statement  relates,  other than the Warrant, Warrant  Securities  and
Warrant  Securities  underlying  the   unexercised  portion  of  this  Warrant.
Notwithstanding the foregoing, if, as a  qualification  of  any offering in any
state or jurisdiction in which the Company (by vote of its Board  of Directors)
or any underwriter determines in good faith that it wishes to offer  securities
registered  in the offering, it is required that offering expenses be allocated
in a manner different  from  that  provided  above,  then the offering expenses
shall  be allocated in whatever manner is most nearly in  compliance  with  the
provisions set out above.

      If  the  registration  for  which  the  Company  gives  notice  is  for a
registered  public  offering  involving  an  underwriting, the Company shall so
advise as part of the written notice given pursuant  to  this Section.  In such
event,  the  right  of  any Warrantholder or holder of Shares  to  registration
pursuant  to  this  Section   8.2  shall  be  conditioned  upon  such  holder's
participation  in  such underwriting,  and  the  inclusion  of  Shares  in  the
underwriting shall be  limited  to  the  extent  provided  herein.  All holders
proposing to distribute their Shares through such underwriting  shall (together
with the Company and the other holders distributing their Shares  through  such
underwriting)  enter  into an underwriting agreement in customary form with the
managing  underwriter  selected   for   such   underwriting   by  the  Company.
Notwithstanding   any   other  provision  of  this  Section,  if  the  managing
underwriter determines that  marketing  factors  require  a  limitation  of the
number  of shares to be underwritten, such underwriter may limit the amount  of
securities  to  be included in the registration and underwriting by the holders
of Company securities exercising "piggyback" registration rights (including the
Warrantholder and  each  holder  of Warrants and Shares).  The Company shall so
advise all such holders, and the number  of  shares of such securities that may
be included in the registration and underwriting  shall  be allocated among all
of  such holders, in proportion, as nearly as practicable,  to  the  respective
amounts  of  securities  requested  to be included in such registration held by
such  holders  at  the  time of filing the  registration  statement,  provided,
however,  that  no  security   holder   other  than  one  exercising  a  demand
registration right shall have superior rights  with  respect  to inclusion in a
registration  than those of the Warrantholder and each holder of  Warrants  and
Shares  and  if any  party  is  granted  such  superior  rights  hereafter  the
Warrantholder  and  each  holder  of  Warrants and Shares shall be deemed to be
automatically  granted similar rights.   The  Company  shall  advise  all  such
holders of any such  limitations  and  of  the number or securities that may be
included in the registration.  Any securities  excluded  or withdrawn from such
underwriting shall not be transferred prior to one hundred  twenty  (120)  days
after  the  effective  date  of the registration statement relating thereto, or
such shorter period of time as the underwriters may require.

      The Company shall comply  with  the  requirements of this Section 8.2 and
the related requirements of Section 8.5 at its own expense.  That expense shall
include,  but  not  be  limited  to, legal, accounting,  consulting,  printing,
federal and state filing fees, NASD  fees,  out-of-pocket  expenses incurred by
counsel, accountants and consultants retained by the Company, and miscellaneous
expenses  directly related to the registration statement or offering  statement
and the offering.   However,  this expense shall not include the portion of any
underwriting commissions, transfer  taxes and the underwriter's accountable and
nonaccountable expense allowances attributable  to  the  offer  and sale of the
Warrant,   Warrant  Securities  and  the  Warrant  Securities  underlying   the
unexercised  portion  of  this Warrant, all of which expenses shall be borne by
the Holder or Holders of this Warrant and the holders of the Warrant Securities
registered or qualified.

      8.3.  Inclusion  of  Information.      In  the  event  that  the  Company
registers or qualifies the Warrant Securities  pursuant  to  Section 8.2 above,
the  Company shall include in the registration statement or qualification,  and
the prospectus  included  therein,  all  information and materials necessary or
advisable  to comply with the applicable statutes  and  regulations  so  as  to
permit the public  sale  of  the  Warrant  Securities or the Warrant Securities
underlying the unexercised portion of this Warrant.   As  used  in Section 8.2,
reference to the Company's securities shall include, but not be limited to, any
class  or  type  of  the Company's securities or the securities of any  of  the
Company's subsidiaries or affiliates.

      8.4.  Condition  of  Company's  Obligations.   As  to  each  registration
statement  or offering statement, the Company's obligations contained  in  this
Section 8 shall  be conditioned upon a timely receipt by the Company in writing
of the following:

            (a)  Information  as  to  the  terms  of  the  contemplated  public
      offering furnished by and on behalf of each Holder or holder intending to
      make   a  public  distribution  of  the  Warrant  Securities  or  Warrant
      Securities underlying the unexercised portion of the Warrant; and

            (b)   Such  other information as the Company may reasonably require
      from such Holders or  holders,  or  any  underwriter for any of them, for
      inclusion in the registration statement or offering statement.

      8.5.  Additional Requirements.  In each instance  in  which  the  Company
shall  take  any  action  to  register or qualify the Warrant Securities or the
Warrant Securities underlying the  unexercised portion of this Warrant, if any,
pursuant to this Section 8, the Company shall do the following:

            (a)  supply to the Holders  of  the  Warrant  and  the  holders  of
      Warrant  Securities  whose  Warrant  Securities  are  being registered or
      qualified, two (2) manually signed copies of each registration  statement
      or  offering  statement,  and  all  amendments  thereto, and a reasonable
      number  of  copies  of  the  preliminary,  final or other  prospectus  or
      offering circular, all prepared in conformity  with  the  requirements of
      the  Act and the rules and regulations promulgated thereunder,  and  such
      other documents as the Holders shall reasonably request;

            (b)   cooperate  with  respect  to  (i)  all necessary or advisable
      actions relating to the preparation and the filing  of  any  registration
      statements  or  offering statements, and all amendments thereto,  arising
      from the provisions  of  this  Section  8, (ii) all reasonable efforts to
      establish  an exemption from the provisions  of  the  Act  or  any  other
      federal or state  securities  statutes,  (iii) all necessary or advisable
      actions to register or qualify the public  offering  at issue pursuant to
      federal securities statutes and the state "blue sky" securities  statutes
      of  each  jurisdiction  that  the  Holders  of  the Warrant or holders of
      Warrant Securities shall reasonably request, and (iv) all other necessary
      or advisable actions to enable the Holders of the  Warrant  Securities to
      complete  the  contemplated  disposition  of  their  securities  in  each
      reasonably requested jurisdiction; and

            (c)   keep  all  registration statements or offering statements  to
      which this Section 8 applies, and all amendments thereto, effective under
      the Act for a period of  at  least 8 months after their initial effective
      date and cooperate with respect  to all necessary or advisable actions to
      permit the completion of the public  sale  or  other  disposition  of the
      securities subject to a registration statement or offering statement.

      8.6.  Reciprocal Indemnification.  In each instance in which pursuant  to
this  Section  8  the  Company shall take any action to register or qualify the
Securities or the Warrant Securities underlying the unexercised portion of this
Warrant, prior to the effective  date of any registration statement or offering
statement,  the  Company and each Holder  or  holder  of  Warrants  or  Warrant
Securities  being  registered   or   qualified   shall  enter  into  reciprocal
indemnification  agreements,  in  the  form  customarily   used   by  reputable
investment  bankers with respect to public offerings of securities,  containing
substantially   the   same   terms   as   described  in  Section  11  .   These
indemnification agreements also shall contain  an  agreement  by  the Holder or
shareholder  at issue to indemnify and hold harmless the Company, its  officers
and directors  from  and  against  any  and  all  losses,  claims,  damages and
liabilities, including, but not limited to, all expenses reasonably incurred in
investigating,  preparing,  defending or settling any claim, directly resulting
from any untrue statements of  material facts, or omissions to state a material
fact necessary to make a statement  not misleading, contained in a registration
statement or offering statement to which  this  Section 8 applies, if, and only
if,  the  untrue  statement  or  omission  directly resulted  from  information
provided in writing to the Company by the indemnifying  Holder  or  shareholder
expressly for use in the registration statement or offering statement at issue.

      8.7.    Survival.  The Company's obligations described in this  Section 8
shall  continue in full force and effect regardless of the exercise, surrender,
cancellation or expiration of this Warrant.

      SECTION 9.    PAYMENT OF TAXES.

      The  Company  will pay all documentary  stamp taxes, if any, attributable
to the initial issuance  of  the  Warrants  or  the  securities  comprising the
Shares;  provided,  however, the Company shall not be required to pay  any  tax
which may be payable  in  respect  of  any  transfer  of  the  Warrants  or the
securities comprising the Shares.

      SECTION 10.   INDEMNIFICATION AND CONTRIBUTION

      10.1. Indemnification  by  Company.   In  the  event of the filing of any
Registration Statement with respect to the Warrant Shares pursuant to Section 8
hereof, the Company agrees to indemnify and hold harmless  the Warrantholder or
any  holder  of  Warrant  Shares  and  each  person,  if any, who controls  the
Warrantholder or any holder of Warrant Shares within the  meaning  of  the Act,
against  any  and all loss, claim, damage or liability, joint or several (which
shall, for all  purposes  of this Agreement include, but not be limited to, all
costs of defense and investigation  and  all  attorneys'  fees),  to which such
Warrantholder or any holder of Warrant Shares may become subject, under the Act
or otherwise, insofar as such loss, claim, damage, or liability (or action with
respect  thereto)  arises  out of or is based upon (a) any untrue statement  or
alleged untrue statement of  a  material  fact  contained  in  the Registration
Statement, any Preliminary Prospectus, the Effective Prospectus,  or  the Final
Prospectus  or  any  amendment  or  supplement thereto; or (b) the omission  or
alleged  omission  to  state  in the Registration  Statement,  any  Preliminary
Prospectus, the Effective Prospectus  or  the Final Prospectus or any amendment
or  supplement  thereto  a  material fact required  to  be  stated  therein  or
necessary  to make the statements  therein  not  misleading;  except  that  the
Company shall  not  be  liable  in any such case to the extent, but only to the
extent, that any such loss, claim,  damage,  or  liability  arises out of or is
based  upon  an  untrue  statement or alleged untrue statement or  omission  or
alleged  omission  made  in  reliance  upon  and  in  conformity  with  written
information furnished to the Company  by  such  Warrantholder  or the holder of
such Warrant Shares specifically for use in the preparation of the Registration
Statement, any Preliminary Prospectus, the Effective Prospectus  and  the Final
Prospectus or any amendment or supplement thereto.  This indemnity will  be  in
addition to any liability which the Company may otherwise have.

     10.2.Indemnification   by  Warrantholders.   The  Warrantholders  and  the
holders of Warrant Shares agree  that  they,  severally, but not jointly, shall
indemnify  and  hold harmless the Company, each other  person  referred  to  in
subparts (1), (2)  and  (3)  of  Section  11(a)  of  the  Act in respect of the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any and all loss, claim, damage  or  liability,
joint or several (which shall, for all purposes of this Agreement include,  but
not  be  limited  to, all costs of defense and investigation and all attorneys'
fees), to which the  Company  may  become  subject  under the Act or otherwise,
insofar as such loss, claim, damage, liability (or action  in  respect thereto)
arises  out  of  or  are based upon (a) any untrue statement or alleged  untrue
statement of a material  fact  contained  in  the  Registration  Statement, any
Preliminary Prospectus, the Effective Prospectus or the Final Prospectus or any
amendment  or  supplement  thereto; or (b) the omission or alleged omission  to
state in the Registration Statement,  any Preliminary Prospectus, the Effective
Prospectus or the Final Prospectus or any  amendment  or  supplement  thereto a
material fact required to be stated therein or necessary to make the statements
therein not misleading; except that such indemnification shall be available  in
each  such  case  to  the  extent,  but  only  to  the extent, that such untrue
statement or alleged untrue statement  or omission or alleged omission was made
in  reliance  upon  information  and  in  conformity with  written  information
furnished to the Company by the Warrantholder  or  the holder of Warrant Shares
specifically for use in the preparation thereof.   This  indemnity  will  be in
addition  to any liability which such Warrantholder or holder of Warrant Shares
may otherwise have.

     10.3.Right  to  Provide Defense.  Promptly after receipt by an indemnified
party under Section 10.1 or 10.2 above of written notice of the commencement of
any action, the indemnified party shall, if a claim in respect thereof is to be
made  against  the  indemnifying   party   under   such  section,   notify  the
indemnifying party in writing of the claim or the commencement  of that action;
the  failure  to  notify  the  indemnifying party shall not relieve it  of  any
liability which it may have to an  indemnified party, except to the extent that
the indemnifying party did not otherwise  have knowledge of the commencement of
the action and the indemnifying party's ability  to  defend  against the action
was   prejudiced  by  such  failure.   Such  failure  shall  not  relieve   the
indemnifying  party  from  any  other  liability  which  it  may  have  to  the
indemnified  party.   If  any  such claim or action shall be brought against an
indemnified party, and it shall  notify  the  indemnifying  party  thereof, the
indemnifying party shall be entitled to participate therein and, to  the extent
that  it wishes, jointly with any other similarly notified indemnifying  party,
to assume  the  defense  thereof  with  counsel  reasonably satisfactory to the
indemnified party.  After notice from the indemnifying party to the indemnified
party  of  its  election to assume the defense of such  claim  or  action,  the
indemnifying party  shall  not  be  liable  to the indemnified party under such
section  for  any  legal  or  other  expenses  subsequently   incurred  by  the
indemnified party in connection with the defense thereof other  than reasonable
costs of investigation.

      10.4. Contribution.  If the indemnification provided for in Sections 10.1
and 10.2 of this Agreement is unavailable or insufficient to hold  harmless  an
indemnified  party, then each indemnifying party shall contribute to the amount
paid or payable  by  such  indemnified party as a result of the losses, claims,
damages, or liabilities referred to in Sections 10.1 or 10.2 above  (a) in such
proportion as is appropriate  to  reflect the relative benefits received by the
Company on the one hand and the Warrantholders  on  the  other;  or  (b) if the
allocation provided by clause (a) above is not permitted by applicable  law, in
such proportion as is appropriate to reflect the relative benefits referred  to
in  clause (a) above but also the relative fault of the Company on the one hand
and the  Warrantholders   on  the  other  in  connection with the statements or
omissions which resulted in such losses, claims,  damages,  or  liabilities, as
well  as  any  other relevant equitable considerations.  The relative  benefits
received by the  Company  and  the  Warrantholders shall be deemed to be in the
same proportion as the total net proceeds  from  the offering (before deducting
expenses) received by the Company bear to the total  underwriting discounts and
un-itemized expenses received by the Underwriters, in each case as set forth in
the table on the cover page of the Final Prospectus.   Relative  fault shall be
determined by reference to, among other things, whether the untrue statement of
a material fact or the omission to state a material fact relates to information
supplied  by the Company or the Underwriter  and the parties' relative  intent,
knowledge,  access  to  information, and opportunity to correct or prevent such
untrue statement or omission.   For  purposes  of  this  Section 10.5, the term
"damages" shall include any counsel fees or other expenses  reasonably incurred
by  the  Company  or  the  Underwriters  in  connection  with investigating  or
defending  any  action  or  claim  which  is  the  subject of the  contribution
provisions  of  this  Section 10.4.  No person adjudged  guilty  of  fraudulent
misrepresentation (within  the  meaning  of  Section 11(f) of the Act) shall be
entitled to contribution from any person who was  not guilty of such fraudulent
misrepresentation.

      Each party entitled to contribution agrees that  upon  the  service  of a
summons or other initial legal process upon it in any action instituted against
it  in  respect  of  which  contribution  may be sought, it shall promptly give
written notice of such service to the party  or  parties from whom contribution
may be sought, but the omission so to notify such  party or parties of any such
service shall not relieve the party from whom contribution  may  be sought from
any  obligation  it  may  have  hereunder  or otherwise (except as specifically
provided in Section 10.4 hereof).

      SECTION 11.   TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933

      This Warrant, the Warrant Securities,  and all 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 Securities, or 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 pursuant to Section 8 above:

      (a)   "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOTBEEN
            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  THE
            AGREEMENT 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 12.   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 13.   NO RIGHTS AS STOCKHOLDER; NOTICES TO WARRANTHOLDER.

      Nothing contained in this Agreement or in the Warrants 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  such  event  to  the
Warrantholder,  as provided in Section 16 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.  Such notice shall  specify such 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 14.   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 Securities
upon the exercise of this Warrant.

      SECTION 15.   WARRANT SECURITIES TO BE FULLY PAID

      The Company covenants that all  Warrant Securities 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 16.   NOTICES

      Any  notice   pursuant   to  this  Agreement  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 17.   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 the provisions of Section 4.4 are complied with.

      SECTION 18.   APPLICABLE LAW

       This Warrant shall be governed by and construed in  accordance  with the
laws  of  the  State  of  Illinois,  and  courts located in Illinois shall have
exclusive jurisdiction over all disputes arising hereunder.

      SECTION 19.   ARBITRATION.

      The Company and the Holder, and by receipt of this Warrant or any Warrant
Securities, all subsequent Holders or holders  of  Warrant Securities, agree to
submit  all  controversies,  claims, disputes and matters  of  difference  with
respect to this Warrant, including, without limitation, the application of this
Section 19 to arbitration in Chicago,  Illinois,  according  to  the  rules and
practices  of the American Arbitration Association from time to time in  force;
provided,  however,  that  if  such  rules  and  practices  conflict  with  the
applicable procedures  of  Illinois courts of general jurisdiction or any other
provisions of Illinois law then  in  force, those Illinois rules and provisions
shall govern.  This agreement to arbitrate  shall be specifically enforceable.
Arbitration may proceed in the absence of any party if notice of the proceeding
has  been  given  to that party.  The parties agree  to  abide  by  all  awards
rendered in any such  proceeding.   These  awards shall be final and binding on
all parties to the extent and in the manner  provided  by  the  rules  of civil
procedure enacted in Illinois.  All awards may be filed, as a basis of judgment
and  of the issuance of execution for its collection, with the clerk of one  or
more courts,  state  or  federal,  having  jurisdiction  over  either the party
against  whom  that  award  is  rendered  or  its property.  No party shall  be
considered in default hereunder during the pendency  of arbitration proceedings
relating to that default.

      SECTION 20. ACCEPTANCE OF TERMS; SUCCESSORS.

      By  its acceptance of this Warrant Certificate, the  Holder  accepts  and
agrees to comply  with  all  of  the  terms  and  provisions  hereof.   All the
covenants  and provisions of this Warrant Certificate 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 21    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 Securities and the exercise of this Warrant in full shall not terminate
the provisions of this Warrant as it relates to holders of Warrant Securities.

      (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, such 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 such 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.

Dated October 31, 2002

                                    MOLECULAR DIAGNOSTICS, INC.



                                    By: ___________________________________
                                           Peter P. Gombrich
                                           Chief Executive Officer

<PAGE>


                                 PURCHASE FORM

                                                    Dated                     ,

      The undersigned hereby irrevocably elects to exercise the Warrant
represented by this Warrant Certificate to the extent of purchasing
Shares 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 of Molecular Diagnostics, Inc. represented by this
Warrant Certificate to the extent of __________________________________________
______ Shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint ________________________________________________________
___________________ attorney, 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 CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.