EXHIBIT D


                                       D-1
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.  DB3




                  WARRANT TO PURCHASE SHARES OF COMMON STOCK


                        WARRANT TO PURCHASE 67,000 SHARES


                        EXERCISE PRICE $0.17 PER SHARE
                 (SUBJECT TO ADJUSTMENT AS SET FORTH HEREIN)]



                            ISSUE DATE: MARCH 4, 2004
VOID AFTER 3:00 P.M., CENTRAL TIME, ON THE FIFTH ANNIVERSARY OF THE ISSUE DATE





      THIS CERTIFIES THAT Dan Burns,  PO Box 1086, Del Mar, CA 92014 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."  March 4, 2004.

      "Exercise  Price."  [$0.17] 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  quoation  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:
                                          ------------------------------
                                          Denis O'Donnell
                                          Chief Executive Officer



                                  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.