EXHIBIT 4.5



                                 FORM OF WARRANT


NEITHER  THIS  WARRANT NOR THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED
UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
STATE SECURITIES LAWS SHALL HAVE BECOME  EFFECTIVE WITH REGARD THERETO,  OR (II)
THE COMPANY SHALL HAVE RECEIVED A WRITTEN  OPINION OF COUNSEL  ACCEPTABLE TO THE
COMPANY TO THE EFFECT  THAT  REGISTRATION  UNDER  SUCH  SECURITIES  ACT AND SUCH
APPLICABLE  STATE  SECURITIES  LAWS IS NOT  REQUIRED  IN  CONNECTION  WITH  SUCH
PROPOSED TRANSFER.

                           MOLECULAR DIAGNOSTICS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant                                                        ________ shares

                   Original Issue Date: _____________, 2004

      THIS CERTIFIES THAT, FOR VALUE RECEIVED, _______________ or its registered
assigns  ("HOLDER")  is  entitled  to  purchase,  on the  terms  and  conditions
hereinafter  set  forth,  at any time or from time to time from the date  hereof
until 5:00 p.m.,  Eastern Time, on fifth  anniversary of the Original Issue Date
set  forth  above,  or if  such  date  is not a day on  which  the  Company  (as
hereinafter defined) is open for business, then the next succeeding day on which
the Company is open for business (such date is the "EXPIRATION  DATE"),  but not
thereafter,  to purchase up to ____________ (______) shares of the Common Stock,
$.001 par value (the "COMMON STOCK"), of Molecular Diagnostics, Inc., a Delaware
corporation  (the  "COMPANY"),  at a purchase price of fifteen cents ($0.15) per
share (the  "EXERCISE  PRICE"),  such number of shares and Exercise  Price being
subject to adjustment upon the occurrence of the contingencies set forth in this
Warrant. Each share of Common Stock as to which this Warrant is exercisable is a
"WARRANT SHARE" and all such shares are collectively referred to as the "WARRANT
SHARES."

      SECTION 1.  EXERCISE OF WARRANT; CONVERSION OF WARRANT.

      (a) Subject to filing the Certificate of Amendment as set forth in Section
3 of the Subscription Agreement, of even date herewith, this Warrant may, at the
option of Holder, be exercised in whole or in part from time to time by delivery
to the Company at its principal office, Attention:  President, on or before 5:00
p.m.,  Eastern  Time,  on the  Expiration  Date,  (i) a  written  notice of such
Holder's election to exercise this Warrant (the "EXERCISE NOTICE"), which notice
may be in the form of the Notice of Exercise attached hereto,  properly executed
and completed by Holder or an authorized  officer thereof,  (ii) payment for the
Warrant Shares  ("Payment"),  as further  described in Section 1(b),  below, AND
(iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively
the "EXERCISE MATERIALS").

      (b) Payment may be made either in (i) a check  payable to the order of the
Company,  in an amount equal to the product of the Exercise Price  MULTIPLIED BY
the number of Warrant Shares specified in the Exercise Notice,  (ii) by delivery
of Warrants,  Common Stock and/or Common Stock  receivable  upon exercise of the
Warrants in accordance with Section 1(c) below, or (iii) by a combination of any
of the foregoing methods) for the number of Common Shares specified in such form
(as such  exercise  number  shall be adjusted to reflect any  adjustment  in the
total number of shares of Common  Stock  issuable to the holder per the terms of
this  Warrant) and the holder shall  thereupon be entitled to receive the number
of duly  authorized,  validly issued,  fully-paid and  non-assessable  shares of
Common Stock (or Other Securities) determined as provided herein.

            (c)  Notwithstanding  any provisions herein to the contrary,  if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Purchase
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this Warrant for cash the holder may elect to receive  shares equal to the value
(as determined  below) of this Warrant (or the portion thereof being  cancelled)
by  surrender of this Warrant at the  principal  office of the Company  together
with the properly  endorsed  Subscription  Form in which event the Company shall
issue to the  holder a number  of  shares of  Common  Stock  computed  using the
following formula:

                  X=Y (A-B)
                       ---
                        A

            Where X=    the  number of shares of Common  Stock to be issued to
                        the holder

                  Y=    the number of shares of Common Stock  purchasable  under
                        the  Warrant  or, if only a portion  of the  Warrant  is
                        being  exercised,  the  portion  of  the  Warrant  being
                        exercised (at the date of such calculation)

                  A=    the Fair  Market  Value of one share of the  Company's
                        Common Stock (at the date of such calculation)

                  B=    Purchase  Price  (as  adjusted  to the  date  of  such
                        calculation)


      (d) Anything contained herein to the contrary notwithstanding, the Holder,
at his  option,  may  exercise  the  Warrants,  in whole or in part,  during the
Exercise  Term by  delivering  to the  Company a  confirmation  slip issued by a
brokerage  firm  that is a member  of the  National  Association  of  Securities
Dealers,  Inc.  with respect to the sale of those  number of Warrant  Shares for
which the Warrants are being  exercised,  and, in such case,  the Company  shall
deliver certificates  representing such Warrant Shares on settlement date at the
office of the Company's  stock transfer  agent against  payment for such Warrant
Shares by such  brokerage  firm or its  clearing  broker,  made  payable  to the
Company or made payable to the order of the Holder and endorsed by the Holder to
the Company.

      (e) As promptly as  practicable,  and in any event within two (2) business
days after its receipt of the Exercise Materials, Company shall execute or cause
to  be  executed  and  delivered  to  Holder  a  certificate   or   certificates
representing  the number of Warrant  Shares  specified in the  Exercise  Notice,
together  with cash in lieu of any  fraction of a share,  and if this Warrant is
partially exercised, a new warrant on the same terms for the unexercised balance
of the Warrant Shares. The stock certificate or certificates shall be registered
in the name of Holder or such other name or names as shall be  designated in the
Exercise  Notice.  The date on which  the  Warrant  shall be deemed to have been
exercised  (the  "EFFECTIVE  DATE"),  and the date the  person in whose name any
certificate  evidencing  the Common  Stock  issued upon the  exercise  hereof is
issued shall be deemed to have become the holder of record of such shares, shall
be the date the Company  receives the Exercise  Materials,  irrespective  of the
date of delivery of a certificate  or  certificates  evidencing the Common Stock
issued upon the exercise or conversion hereof,  PROVIDED,  HOWEVER,  that if the
Exercise  Materials  are  received  by the  Company on a date on which the stock
transfer  books of the Company are closed,  the Effective Date shall be the next
succeeding date on which the stock transfer books are open. All shares of Common
Stock  issued  upon the  exercise  or  conversion  of this  Warrant  will,  upon
issuance,  be fully paid and nonassessable  and free from all taxes,  liens, and
charges with respect thereto.

      SECTION 2.  ADJUSTMENTS TO WARRANT SHARES.  The number of Warrant
Shares issuable upon the exercise hereof shall be subject to adjustment as
follows:

            (a) In the event the  Company is a party to a  consolidation,  share
exchange,  or merger,  or the sale of all or substantially  all of the assets of
the  Company to, any person,  or in the case of any  consolidation  or merger of
another  corporation  into the  Company in which the  Company  is the  surviving
corporation, and in which there is a reclassification or change of the shares of
Common Stock of the Company, this Warrant shall after such consolidation,  share
exchange,  merger,  or sale be exercisable for the kind and number of securities
or amount and kind of property of the Company or the corporation or other entity
resulting from such share exchange,  merger, or consolidation,  or to which such
sale shall be made,  as the case may be (the  "SUCCESSOR  COMPANY"),  to which a
holder of the number of shares of Common  Stock  deliverable  upon the  exercise
(immediately prior to the time of such consolidation, share exchange, merger, or
sale) of this Warrant would have been entitled  upon such  consolidation,  share
exchange, merger, or sale; and in any such case appropriate adjustments shall be
made in the  application  of the provisions set forth herein with respect to the
rights and interests of Holder,  such that the provisions set forth herein shall
thereafter  correspondingly be made applicable,  as nearly as may reasonably be,
in  relation  to the  number  and kind of  securities  or the type and amount of
property  thereafter  deliverable  upon the exercise of this Warrant.  The above
provisions shall similarly apply to successive consolidations,  share exchanges,
mergers,  and sales. Any adjustment  required by this Section 2 (a) because of a
consolidation,  share  exchange,  merger,  or  sale  shall  be set  forth  in an
undertaking  delivered to Holder and  executed by the  Successor  Company  which
provides  that Holder shall have the right to exercise this Warrant for the kind
and number of securities or amount and kind of property of the Successor Company
or to which the holder of a number of shares of Common  Stock  deliverable  upon
exercise  (immediately prior to the time of such consolidation,  share exchange,
merger,   or  sale)  of  this  Warrant   would  have  been  entitled  upon  such
consolidation,  share exchange,  merger,  or sale. Such  undertaking  shall also
provide for future  adjustments to the number of Warrant Shares and the Exercise
Price in accordance with the provisions set forth in Section 2 hereof.

            (b) In the event  the  Company  should at any time,  or from time to
time after the Original Issue Date, fix a record date for the  effectuation of a
stock split or  subdivision  of the  outstanding  shares of Common  Stock or the
determination of holders of Common Stock entitled to receive a dividend or other
distribution  payable in  additional  shares of Common  Stock,  or securities or
rights  convertible into, or entitling the holder thereof to receive directly or
indirectly,  additional  shares  of Common  Stock  (hereinafter  referred  to as
"COMMON STOCK EQUIVALENTS")  without payment of any consideration by such holder
for the  additional  shares  of Common  Stock or the  Common  Stock  Equivalents
(including  the  additional  shares of Common Stock  issuable  upon  exercise or
exercise  thereof),  then, as of such record date (or the date of such dividend,
distribution,  split, or subdivision if no record date is fixed),  the number of
Warrant  Shares  issuable  upon the  exercise  hereof  shall be  proportionately
increased and the Exercise  Price shall be  appropriately  decreased by the same
proportion as the increase in the number of outstanding Common Stock Equivalents
of the Company resulting from the dividend, distribution, split, or subdivision.
Notwithstanding the preceding sentence,  no adjustment shall be made to decrease
the Exercise Price below $.001 per Share.

            (c) In the event the Company should at any time or from time to time
after the  Original  Issue  Date,  fix a record date for the  effectuation  of a
reverse stock split,  or a transaction  having a similar effect on the number of
outstanding shares of Common Stock of the Company,  then, as of such record date
(or the date of such  reverse  stock split or similar  transaction  if no record
date is fixed),  the number of Warrant Shares  issuable upon the exercise hereof
shall be proportionately decreased and the Exercise Price shall be appropriately
increased by the same  proportion  as the decrease of the number of  outstanding
Common  Stock  Equivalents  resulting  from the  reverse  stock split or similar
transaction.

            (d) In the event the Company should at any time or from time to time
after the Original Issue Date, fix a record date for a  reclassification  of its
Common Stock, then, as of such record date (or the date of the  reclassification
if no record date is set),  this Warrant shall  thereafter be  convertible  into
such number and kind of  securities as would have been issuable as the result of
such reclassification to a holder of a number of shares of Common Stock equal to
the number of Warrant Shares issuable upon exercise of this Warrant  immediately
prior to such reclassification, and the Exercise Price shall be unchanged.

            (e) The  Company  will  not,  by  amendment  of its  Certificate  of
Incorporation or through  reorganization,  consolidation,  merger,  dissolution,
issue, or sale of securities, sale of assets or any other voluntary action, void
or seek to  avoid  the  observance  or  performance  of any of the  terms of the
Warrant,  but will at all times in good faith  assist in the carrying out of all
such  terms  and in the  taking  of all  such  actions  as may be  necessary  or
appropriate in order to protect the rights of Holder  against  dilution or other
impairment.  Without  limiting the generality of the foregoing,  the Company (x)
will not create a par value of any share of stock  receivable  upon the exercise
of the Warrant above the amount  payable  therefor upon such  exercise,  and (y)
will take all such action as may be necessary or  appropriate  in order that the
Company may validly and legally issue fully paid and non-assessable  shares upon
the exercise of the Warrant.

            (f) When any adjustment is required to be made in the number or kind
of shares  purchasable  upon exercise of the Warrant,  or in the Exercise Price,
the  Company  shall  promptly  notify  Holder of such event and of the number of
shares of Common Stock or other  securities or property  thereafter  purchasable
upon  exercise of the  Warrants  and of the Exercise  Price,  together  with the
computation resulting in such adjustment.

            (g) The Company  covenants and agrees that all Warrant  Shares which
may  be  issued  will,  upon  issuance,  be  validly  issued,  fully  paid,  and
non-assessable.  The Company further  covenants and agrees that the Company will
at all times have  authorized  and  reserved,  free from  preemptive  rights,  a
sufficient  number of shares of its Common  Stock to provide for the exercise of
the Warrant in full.

      SECTION 3.  NO STOCKHOLDER RIGHTS.  This Warrant shall not entitle
Holder hereof to any voting rights or other rights as a stockholder of the
Company.

      SECTION 4.  TRANSFER OF SECURITIES.

            (a) This  Warrant and the  Warrant  Shares and any shares of capital
stock received in respect  thereof,  whether by reason of a stock split or share
reclassification  thereof, a stock dividend thereon, or otherwise,  shall not be
transferable except upon compliance with the provisions of the Securities Act of
1933, as amended (the  "SECURITIES  ACT") and applicable  state  securities laws
with respect to the transfer of such  securities.  The Holder,  by acceptance of
this  Warrant,  agrees to be bound by the  provisions of Section 4 hereof and to
indemnify  and hold harmless the Company  against any loss or liability  arising
from the  disposition  of this  Warrant  or the  Warrant  Shares  issuable  upon
exercise hereof or any interest in either thereof in violation of the provisions
of this Warrant.

      (b) Each  certificate  for the  Warrant  Shares  and any shares of capital
stock received in respect  thereof,  whether by reason of a stock split or share
reclassification  thereof,  a stock  dividend  thereon  or  otherwise,  and each
certificate for any such securities issued to subsequent transferees of any such
certificate  shall  (unless  otherwise  permitted by the  provisions  hereof) be
stamped or otherwise  imprinted  with a legend in  substantially  the  following
form:


      "NEITHER  THIS  WARRANT  NOR THE  SHARES OF  COMMON  STOCK  ISSUABLE  UPON
      EXERCISE HEREOF HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR
      OTHERWISE  TRANSFERRED  UNTIL  (I) A  REGISTRATION  STATEMENT  UNDER  SUCH
      SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
      EFFECTIVE WITH REGARD  THERETO,  OR (II) THE COMPANY SHALL HAVE RECEIVED A
      WRITTEN  OPINION OF COUNSEL  ACCEPTABLE  TO THE COMPANY TO THE EFFECT THAT
      REGISTRATION   UNDER  SUCH  SECURITIES  ACT  AND  SUCH  APPLICABLE   STATE
      SECURITIES   LAWS  IS  NOT  REQUIRED  IN  CONNECTION  WITH  SUCH  PROPOSED
      TRANSFER."

      SECTION 5.  REGISTRATION.

      All Warrant Shares are subject to the rights and privileges granted to the
participants in the private  placement  offering  pursuant to which this Warrant
was issued.

      SECTION 5.  MISCELLANEOUS.

            (a) The terms of this Warrant  shall be binding upon and shall inure
to the benefit of any successors or permitted assigns of the Company and Holder.

            (b) Except as otherwise provided herein, this Warrant and all rights
hereunder are transferable by the registered  holder hereof in person or by duly
authorized  attorney on the books of the Company upon surrender of this Warrant,
properly endorsed, to the Company. The Company may deem and treat the registered
holder of this Warrant at any time as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.

            (c) Notwithstanding any provision herein to the contrary, Holder may
not  exercise,  sell,  transfer,  or otherwise  assign this  Warrant  unless the
Company  is  provided  with an  opinion  of  counsel  satisfactory  in form  and
substance to the Company, to the effect that such exercise,  sale, transfer,  or
assignment  would not violate the Securities Act or applicable  state securities
laws.

            (d) This Warrant may be divided into separate  warrants covering one
share of Common  Stock or any whole  multiple  thereof,  for the total number of
shares of Common Stock then subject to this Warrant at any time, or from time to
time,  upon  the  request  of the  registered  holder  of this  Warrant  and the
surrender of the same to the Company for such purpose.  Such subdivided Warrants
shall be issued promptly by the Company  following any such request and shall be
of the same form and tenor as this Warrant,  except for any requested  change in
the name of the registered holder stated herein.

            (e) Any notices, consents, waivers, or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to  have  been  delivered  (a)  upon  receipt,  when  delivered
personally, (b) upon receipt, when sent by facsimile,  PROVIDED a copy is mailed
by U.S. certified mail, return receipt requested, (c) three (3) days after being
sent by U.S. certified mail, return receipt requested,  or (d) one (1) day after
deposit with a nationally  recognized  overnight delivery service,  in each case
properly addressed to the party to receive the same.

      If to Holder,  to the registered  address of Holder appearing on the books
of the Company.  Each party shall provide five (5) days prior written  notice to
the other party of any change in address,  which  change  shall not be effective
until actual receipt thereof

            (f) This Warrant shall be construed and enforced in accordance  with
the laws of the State of Illinois.  The Company and the Holder hereby consent to
the  jurisdiction  of the Courts of the State of Illinois and the United  States
District  Courts situated  therein in connection with any action  concerning the
provisions of this Note instituted by the Holder against the Company.



                         [Signatures on the following page]


<PAGE>



                                 SIGNATURE PAGE
                                       TO
                                     COMPANY
                          COMMON STOCK PURCHASE WARRANT


      IN WITNESS WHEREOF, the Company, has caused this Warrant to be executed in
its name by its duly  authorized  officers under seal, and to be dated as of the
date first above written.

                                          MOLECULAR DIAGNOSTICS, INC.




                                          By:
                                              --------------------------------
                                             Name:  Denis M. O'Donnell
                                             Title: Chief Executive Officer


                                   ASSIGNMENT

      (To be Executed by the Registered Holder to effect a Transfer of the
foregoing Warrant)

      FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and
transfers unto ----------------------------------------------------------------
the foregoing Warrant and the rights  represented  thereto to purchase shares of
Common  Stock of  MOLECULAR  DIAGNOSTICS,  INC.  in  accordance  with  terms and
conditions  thereof,   and  does  hereby  irrevocably   constitute  and  appoint
________________  Attorney  to  transfer  the said  Warrant  on the books of the
Company, with full power of substitution.

      Holder:

      _________________________________

      _________________________________

      Address

      Dated: __________________, 20__


      In the presence of:

      -------------------------------

                          EXERCISE OR CONVERSION NOTICE


      [To be signed only upon exercise of Warrant]

To:   MOLECULAR DIAGNOSTICS, INC.

      The undersigned  Holder of the attached Warrant hereby  irrevocably elects
to exercise the Warrant for, and to purchase thereunder,  _____ shares of Common
Stock of MOLECULAR DIAGNOSTICS, INC., issuable upon exercise of said Warrant and
hereby surrenders said Warrant.

      The undersigned herewith requests that the certificates for such shares be
issued in the name of, and delivered to the undersigned, whose address is
--------------------------------.


If electronic book entry transfer, complete the following:

      Account Number:
                        ------------------------

      Transaction Code Number:
                                ----------------

Dated: ___________________

                                          Holder:


                                          ------------------------------------


                                          ------------------------------------


                                          By:
                                             ---------------------------------
                                             Name:
                                             Title:


                                     NOTICE

      The signature  above must  correspond to the name as written upon the face
of the within Warrant in every particular,  without alteration or enlargement or
any change whatsoever.