SUBSCRIPTION AGREEMENT

         1.  Subscription.  Subject  to the  terms  and  conditions  hereof  the
undersigned,  intending  to be legally  bound,  irrevocably  subscribes  for and
agrees to purchase that number of shares of common stock ("Shares") of Molecular
Diagnostics and Therapeutics,  Inc., a Colorado corporation (the "Company"), set
forth  on the  signature  page  hereof,  for  the  price  stated  thereon.  This
subscription  is made in  connection  with an  offering  by the Company of up to
1,000,000  shares of its common stock sold pursuant to a registration  statement
on Form SB-2 under the  Securities  Act of 1933,  as amended  (the  "Ac").  This
Offering will continue until the Company has sold a maximum of 1,000,000  shares
totaling  $10,000,000 or the termination  date of May 15, 2001 whichever  occurs
first.  If the minimum is not  achieved by the  termination  date,  subscriber's
funds will be promptly returned without interest or deduction.

         2.   Representations  and  Warranties  of  Investor.   The  undersigned
represents and warrants to the Company that:

                  2.1 Warning. The undersigned acknowledges and understands that
(a) the Shares are being  offered in reliance on an offering  pursuant to a Form
SB-2 Registration  Statement under the Act; (b) there is presently little public
market for the Shares,  and an active market may not develop after the Offering;
and (c) the  undersigned  may not be able to liquidate his or her  investment in
the event of an emergency.

                  2.2 Warning.  The  undersigned  understand  that no federal or
state  agency has made any  findings or  determination  as to the fairness of an
investment in, or any recommendation or endorsement of, the Shares.

         3. Irrevocability. The undersigned hereby acknowledges and agrees that,
except  as  otherwise  provided  by the  laws of the  State  of  Colorado,  this
subscription  is  irrevocable  and the  undersigned is not entitled to cancel or
withdraw it.

         4. Joint and Several Undertaking;  Entities. If more than one person is
signing this Agreement,  each  representation,  warranty and undertaking  herein
shall be the joint and several representation,  warranty and undertaking of each
such person.  If the undersigned is a partnership,  corporation,  trust or other
entity, the undersigned  further represents and warrants that (a) the individual
executing  this  Agreement  has full power and  authority to execute and deliver
this Agreement on behalf of the undersigned;  (b) the undersigned has full right
and power to perform its obligations  pursuant to the provisions hereof; and (c)
the undersigned was not formed for the specific purpose of acquiring Shares.

<PAGE>

         5. Survival.  Each representation and warranty contained herein and all
information  furnished by the  undersigned  to the Company is true,  correct and
complete  in all  respects  as of the date  hereof,  and the same  will be true,
correct and  complete as of the date on which this  subscription  is accepted by
the Company,  as if made on such date. The undersigned  undertakes to notify the
Company  immediately  of any change in any  representation,  warranty,  or other
information  set forth  herein.  The  undersigned  agrees to indemnify  and hold
harmless the Underwriter and the Company, its officers, directors, and employees
from and against any and all loss,  damage or liability due to or arising out of
a breach of any such representation or warranty of the undersigned.

         6.  Non-assignment.  This  Agreement  shall  not be  assignable  by the
undersigned without the prior written consent of the Company.

         7. Acceptance by the Company.  The Company reserves the right to accept
or  reject  any  subscription  in  whole  or in part in its  sole  and  absolute
discretion.  No subscription will be effective until accepted by the Company. If
the Company decides to reject a subscription,  it will do so in writing within a
reasonable time after having received it.

         8. Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of Colorado.

         Within five days of its receipt of a  subscription  agreement  from the
Underwriter,  confirming  that an  accompanying  check for the purchase price of
Shares has been received, following escrow, the Company will send by first-class
mail a written  confirmation to notify the subscriber of the extent,  if any, to
which  subscription  has been accepted by the Company.  The Company reserves the
right to reject orders for the purchases of Shares in whole or in part. Not more
than thirty days  following  the mailing of its written  confirmation,  and upon
achieving the minimum number of total shares to be sold, a  subscriber's  Common
Stock  certificate will be mailed by first-class mail. The Company shall not use
the proceeds paid by an investor until such time as the minimum number of shares
has been sold nor until the Common Stock certificate  evidencing such investment
has been mailed.

         Funds  will  be  deposited  to an  escrow  account  established  in the
Company's name at Norwest Investment  Management and Trust,  Corporate Trust and
Escrow Services, 1740 Broadway, Denver, CO 80274-8693.


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      Molecular Diagnostics and Therapeutics, Inc., Subscription Agreement

                                 Signature Page

         The undersigned, by executing this Signature Page, agrees to all of the
terms,   conditions,   warranties  and   representations   in  the  accompanying
Subscription Agreement, and subscribes for the number of shares of the Company's
Common Stock set forth below at a price of $10.00 per share.

         Number of Shares Subscribed for:    ___________________
         Total Purchase Price:              $___________________

         A check in the full amount of the purchase price, payable to "Molecular
Diagnostics and  Therapeutics,  Inc. Escrow Account"  accompanies  this executed
Subscription Agreement.

Form of Ownership:

         __Individual                         __Partnership
         __Joint Tenants With Rights of       __Trust
             survivorship (both sign)         __Limited Liability Company, LLC
         __Tenants in Common (all sign)       __Corporation

INDIVIDUALS

_________________________         _____________________________    ___________
Signature of Subscriber                        Print Name              Date

______________________________________________________________________________
Mailing Address

_________________________________      _______________________________________
Telephone Number                       Social Security Number




_________________________         _____________________________    ___________
Signature of Subscriber                        Print Name              Date

______________________________________________________________________________
Mailing Address

_________________________________      _______________________________________
Telephone Number                       Social Security Number

<PAGE>


CORPORATIONS, TRUSTS, PARTNERSHIP, LLCs

______________________________________________________________________________
Name of Corporation, Trust, Partnership or LLC

By:   ________________________________________   _____________________________
      Signature of Authorized Representative     Print Name

      ________________________________________   _____________________________
      Capacity of Authorized Representative      Date

______________________________________________________________________________
Mailing Address

**********************
Accepted as to              Shares on                         .
               ------------           ------------------------

Molecular Diagnostics and Therapeutics, Inc.

By:_________________________________________
      Its:__________________________________

Please make your check payable to: Molecular Diagnostics and Therapeutics,  Inc.
Escrow Account.

Mail to: Norwest Investment Management and Trust
         Corporate Trust and Escrow Services
         1740 Broadway
         Denver, CO  80274-8693

Are you an officer or director of a publicly held company? _______

Are you over 21 years of age? ______

Name of address of employer ________________________________________________

____________________________________________________________________________

Occupation_______________________________

Individual income $______________   with spouse $_________

Net Worth $___________________

Investment objective:  conservative ____ speculative ____ income____