MOLECULAR DIAGNOSTICS, INC.

                               NOVEMBER 19, 2001

Dear Common Stockholder:


     Molecular Diagnostics, Inc., a Delaware corporation ("Molecular
Diagnostics"), hereby offers, upon the terms and conditions set forth in this
Offering Circular and in the accompanying letter of transmittal, to exchange
(the "Exchange Offer") 1/25 (one twenty-fifth) of a share of Series E
convertible preferred stock, par value $0.001 per share, of Molecular
Diagnostics for each share of common stock, par value $0.001, of Molecular
Diagnostics, commencing on November 20, 2001 and ending December 19, 2001. We
will accept no more than 20,000,000 shares of our common stock for exchange
pursuant to the Exchange Offer. For a more detailed description of the Series E
convertible preferred stock we are proposing to issue in the Exchange Offer,
please see the section of this Offering Circular entitled "Description of Series
E Convertible Preferred Stock." We reserve the right to terminate or amend the
Exchange Offer, in our sole and absolute discretion, if any of the conditions
listed in the section of the Offering Circular entitled "The Exchange Offer --
Conditions to the Exchange Offer" are not satisfied or waived prior to the
expiration of the Exchange Offer. We also reserve the right, in our sole and
absolute discretion, to extend the period of time during which the Exchange
Offer is open. The Exchange Offer is open to all holders of our common stock,
and is subject to customary conditions. Subject to applicable securities laws
and the terms set forth in this Offering Circular, we reserve the right to waive
any and all conditions other than receipt of necessary government approvals on
or before the expiration of the Exchange Offer.


     We are making the Exchange Offer for three primary reasons. First, we need
to reduce the number of shares of common stock outstanding. If all securities
convertible or exercisable into common stock were converted or exercised we
would exceed the amount of common stock we are authorized to issue. Second, the
board of directors and executive officers of Molecular Diagnostics own a
significant number of shares of common stock and want to demonstrate their
commitment to Molecular Diagnostics by tendering their shares of common stock,
so that they are unable to liquidate their holdings. Third, the board believes
it is not prudent at this time to implement the one-for-three reverse stock
split of outstanding common stock.

     Any holder of our common stock desiring to tender all or any portion of
their common stock should either (i) complete and sign the enclosed letter of
transmittal (or a facsimile thereof) in accordance with the instructions in the
letter of transmittal, have such holder's signature guaranteed (if required by
Instruction 1 to the letter of transmittal), mail or deliver the letter of
transmittal (or a facsimile thereof) and any other required documents to LaSalle
Bank National Association (the "Exchange Agent") and either deliver the
certificates for tendered common stock along with the letter of transmittal to
the Exchange Agent or tender such common stock pursuant to the procedures for
book-entry transfer set forth in the section of this Offering Circular entitled
"The Exchange Offer -- Procedures for Tendering Common Stock," or (ii) request
such holder's broker, dealer, commercial bank, trust company or other nominee to
effect the transaction for them. Any holder whose common stock is registered in
the name of a broker, dealer, commercial bank, trust company or other nominee
must contact their broker, dealer, commercial bank, trust company or other
nominee to tender their common stock.

     The accompanying Offering Circular provides important information about
Molecular Diagnostics and the detailed terms of the Exchange Offer. Please read
it carefully. Any holder of common stock electing to tender their shares
pursuant to the Exchange Offer should follow the instructions in the enclosed
materials.

     If you have any questions or request additional information or copies of
the Offering Circular may be directed at the Exchange Agent at the addresses
listed in the Offering Circular.

                                          Sincerely,

                                          Peter P. Gombrich
                                          Chairman of the Board and
                                          Chief Executive Officer