January 15, 2005
Molecular Diagnostics, Inc.
414 North Orleans Street
Chicago, Illinois 60610
Ladies and Gentlemen:
This Subscription Agreement (the "Agreement") sets forth the agreements and understandings between the
undersigned ("Subscriber") and Molecular Diagnostics, Inc., a corporation organized under the laws of Delaware
(the "Company"), relating to Subscriber's subscription for, and purchase of, the number of shares of common
stock, par value $.001 per share (the "Common Stock"), of the Company set forth on the signature page hereto
1. Terms of Subscription; Warrants.
(a) Subscriber understands and agrees that Subscriber's subscription, purchase and ownership of the Shares and
acquisition of the Warrant (as defined below) are subject to acceptance by the Company, and that such purchase
and acquisition will be made only in accordance with the terms of this Agreement.
(b) In consideration for Subscriber's purchase of the Shares, at the Closing the Company shall issue to
Subscriber a warrant (the "Warrant") to purchase the number of shares of Common Stock, rounded down to the
nearest whole number, equal to the product of (x) .25 and (y) the number of Shares purchased by Subscriber
(such shares subject to the Warrant, the "Warrant Shares"). The Warrant will be exercisable until December 31,
2008 at an exercise price equal to $.10 per share.
2. Conditions to Subscription Acceptance and Closing. Subscriber understands and agrees that this subscription
and the closing of the transactions contemplated hereby (the "Closing") is made subject to the following terms and
(a) The Company has the right to accept or reject this subscription in whole or in part. Unless this subscription is
rejected by the Company by April 30, 2005 (which date may be extended to May 25, 2005 by the Company in
its sole discretion without notice to or approval by Subscriber), this subscription shall be deemed accepted in
(b) On or prior to the