LOAN & SECURITY AGREEMENT
THIS LOAN & SECURITY AGREEMENT ("Agreement") is this day of April, 2003, by and between
Molecular Diagnostics, Inc. ("Borrower" and sometimes referred to herein as the "Debtor") a Delaware
corporation, and Ms. Suzanne Musikantow- Gombrich ("Lender" and sometimes referred to herein as the
"Secured Party") individually.
WHEREAS, Borrower has borrowed, on or about February 26, 2003, the principal amount of One Hundred
Thousand and 00/100 Dollars ($100,000) from the Lender (the "Previous Loan"); and
WHEREAS, Borrower now desires for Lender to lend to it an additional principal amount of Nine Hundred
Thousand and 00/100 Dollars ($900,000) and the Lender desires to lend to Borrower that additional amount
subject to the terms conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender
hereby agree as follows:
1.0 DEFINITIONS; INTERPRETATION
Where applicable in the context of this Agreement and except as otherwise defined herein, terms used in this
Agreement shall have the meanings assigned to them in the Uniform Commercial Code as in effect in the State of
As used in this Agreement, the following terms shall have the following meanings:
"Collateral" has the meaning set forth in Section 3 hereto.
"Days" means calendar days unless stated otherwise.
"Loan Documents" means this Agreement, the Note, such UCC-1 Financing Statements as Lender shall require,
together with all other documents, instruments and agreements executed in connection with, or contemplated by
such documents and any amendments thereof.
"Note" means that certain 12% Convertible Secured Promissory Note, attached hereto as Exhibit A, issued by
the Borrower to the Secured Party of even date
herewith, as may be renewed, replaced, modified, waived or extended from time to time.