Exhibit 10.46

THIS  NOTE  AND  THE  INTEREST SHARES AND CONVERSION SHARES, AS DEFINED HEREIN,
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY STATE SECURITIES LAWS,  AND  MAY  NOT  BE  SOLD,  TRANSFERRED,  ASSIGNED OR
OTHERWISE  DISPOSED,  EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933,  AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

                    12% CONVERTIBLE SECURED PROMISSORY NOTE

                                                              Chicago, Illinois
$1,000,000.00                                                    April __, 2003

FOR VALUE RECEIVED, Molecular Diagnostics, Inc, a Delaware corporation having
its principal office at, 414 North Orleans Street, Suite 510, Chicago, Illinois
60610, acting for itself and for all its successors and assigns, (the
"Company") promises to pay to the order of Suzanne M. Gombrich ("Holder"),
residing at 57 East Delaware, Unit 4005, Chicago, Illinois 60611, or at such
other place as Holder may from time to time designate in writing, the principal
sum of One Million and 00/100 Dollars (US $1,000,000.00) in the lawful money of
the United States of America, together with interest on so much thereof as is
from time to time outstanding at the rate hereinafter provided, and payable as
hereinafter provided.

1. Interest Rate. The unpaid principal balance of this Note shall bear simple
interest at the rate of twelve percent (12%) per annum. Interest shall be
payable in cash, quarterly through the Maturity Date (as defined below) on July
1, 2003, October 1, 2003, January 2, 2004 and April 1, 2004.

2. Maturity Date. The total outstanding principal balance hereof, together with
accrued and unpaid interest, shall be due and payable on the first to occur of
the following events ("Triggering Even&'):

       (i) the consummation of the Company receiving $4,000,000.00 in equity or
       other financing and the sale by the Company of all or a portion of all
       of the stock or assets of SAMBA Technologies, SARL;

       ii) the consummation of the Company receiving $4,000,000.00 in equity or
       other financing and the sale of an exclusive worldwide license to the
       Company's InPath In-Cell HPV,

       (iii) the sale of all or substantially all of the stock or assets of the
       Company; or

       (iv) April 2, 2004 (the "Maturity Date"),

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       3. Conversion. This Note may be converted as to both principal and
accrued interest, in whole or in part, at the sole and exclusive option of the
Holder, at any time on or prior  to the Maturity Date, into shares of Common
Stock, valued at $0. 10 per share (subject to adjustment to reflect any stock
splits, reverse stock splits and similar recapitalization events occurring
after the date hereof).

       4. Prepayment. This Note may be prepaid, in whole or in part, at any
time, without penalty, prior to the Maturity Date at the option of the
Company..

       5. Default Interest and Attorney Fees. Upon declaration of a default
hereunder, the balance of the principal remaining unpaid, interest accrued
thereon, and all other costs and fees shall bear interest at the rate of
fifteen percent (15%) per annum (the "Default Rate") from the date of default.
In the event of default, the Company and all other parties liable hereon agree
to pay all costs of collection, including reasonable attorneys' fees.

       6. Interest Calculation. Daily interest shall be calculated on a 365-day
year and the actual number of days in each month.

       7. Costs of Collection, The Company agrees that if, and as often as,
this Note is placed in the hands of an attorney for collection or to defend or
enforce any of Holder's rights hereunder or under any instrument securing
payment of this Note, the Company shall pay to Holder its reasonable attorneys'
fees and all court costs and other expenses incurred in connection therewith,
regardless of whether a lawsuit is ever commenced or whether, if commenced, the
same proceeds to judgment or not. The cost sand expenses shall include, without
limitation, all costs, reasonable attorneys' fees, and expenses incurred by
Holder in connection with any insolvency, bankruptcy, reorganization,
foreclosure, deed in lieu of foreclosure or similar proceedings involving
Company or any endorser, surety, guarantor or other person liable for this Note
which in any way affect the exercise by Holder of its rights and remedies under
this Note, or any other document or instrument securing, evidencing or relating
to the indebtedness evidenced by this Note.

       8. Default. The events constituting an "Event of Default" hereunder are
defined in that certain Loan & Security Agreement ("Loan & Security Agreement")
of even date herewith. Upon the occurrence of an Event of Default, the Holder
shall have such rights and remedies as are set forth in the Loan & Security
Agreement.

       9. Application of Payments. Any payment made against the indebtedness
evidenced by this Note shall be applied against the following items in the
following order: (a) costs of collection, including reasonable attorneys' fees
incurred or paid and all costs, expenses, default interest, late charges and
other expenses incurred by Holder and reimbursable to Holder pursuant to this
Note (as described herein); (b) default interest accrued to the date of said
payment; (c) ordinary interest accrued to the date of said payment; and
finally, (d) outstanding principal.

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       10. Transfer. This Note may be transferred by the Holder upon prior
written notice to the Company.

       11. Maximum Interest. In no event whatsoever shall the amount paid, or
agreed to be paid, to Holder for the use, forbearance, or retention of the
money to be loaned hereunder ("Interest") exceed the maximum amount permissible
under applicable law. If the performance or fulfillment of any provision
hereof, or any agreement between the Company and Holder, shall result in
Interest exceeding the limit for Interest prescribed by law, then the amount of
such Interest shall be reduced to such limit. If, from any circumstance
whatsoever, Holder should receive as Interest an amount that would exceed the
highest lawful rate, the amount that would be excessive Interest shall be
applied to the reduction of the principal balance owing hereunder (or, at the
option of Holder, be paid over to the Company) and not to the payment of
Interest.

       12. Purpose of Loan. The Company certifies that the loan evidenced by
this Note is obtained for business or commercial purposes and that the proceeds
will not be used primarily for personal, family, household, or agricultural
purposes.

       13. Governing Law. Holder, Company and any other person who may become
liable for all or any part of this obligation understand and agree that the
loan evidenced by this Note is made in the State of Illinois and the provisions
hereof will be construed in accordance with the laws of the State of Illinois,
and such parties further agree that upon the occurrence of an Event of Default,
this Note may be enforced in any court of competent jurisdiction in the State
of Illinois, and they do hereby submit to the jurisdiction of such court
regardless of their residence or where this Note was executed or any
endorsement hereof may be executed.

       14. Binding Effect. The term "Company" as used herein shall include the
original Company as identified on this Note and any party who may subsequently
become liable for the payment hereof as an assumer with the consent of the
Holder, provided that Holder may, at its option, consider the original Company
as identified on this Note alone as the Company unless Holder has consented in
writing to the substitution of another party as the Company. The term "Holder"
as used herein shall mean Holder or, if this Note is transferred, the
subsequent Holder of this Note.

       15. Relationship of Parties. Nothing herein contained shall create or be
deemed or construed to create a joint venture or partnership between the
Company and any Holder. Holder is acting hereunder as a lender only.

       16. Severability. Invalidation of any of the provisions of this Note or
of any paragraph, sentence, clause, phrase, or word herein, or the application
thereof in any given circumstance, shall not affect the validity of the
remainder of this Note.

       17. Amendment. This Note may not be amended, modified, or changed,
except by an instrument in writing signed by the Company and the Noteholder.

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       18. Time of the Essence. Time is of the essence for the performance of
each and every obligation of Company hereunder.

       19. Agreement to be Bound by Loan & Security Agreement. HOLDER, BY HER
ACCEPTANCE OF THIS NOTE, AND ANY TRANSFEREE OF THIS NOTE, WITHOUT FURTHER
ACTION, AUTOMATICALLY SHALL BE DEEMED TO HAVE BECOME A PARTY TO, AND TO HAVE
AGREED TO BE BOUND BY THE LOAN & SECURITY AGREEMENT IN THE SAME CAPACITY AS IF
HOLDER HAD BEEN A SIGNATORY THERETO.

       IN WITNESS WHEREOF, the undersigned has executed this Note as of April
2003.

                                 MOLECULAR DIAGNOSTICS, INC.


                                 By:    _______________________________
                                        Peter P. Gombrich
                                        Chief Executive Officer