8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2009

ALPHA INNOTECH CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-14257	58-1729436
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2401 Merced Street, San Leandro, California	94577
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 483-9620

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(B))

¨ Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 3, 2009, Alpha Innotech Corp. (the “Company”) has entered into the First Amendment to Loan Agreement (the “Amendment”) with Agility Capital, LLC (“Agility” or the “Lender”). The Amendment included the following modifications to the original Loan Agreement dated as of May 7, 2008 (the “Loan Agreement”):

• the maturity date of the original loan was extended until December 1, 2010;

• the interest rate was adjusted to 14% per year;

• the payment of a loan modification and extension fee of $20,000, plus an amount equal to the Lender’s expenses related to the execution of the Amendment; and

• Agility has replaced Montage Capital, LLC, one of the lenders under the original Loan Agreement, as the Lender.

In connection with the Amendment, the Company also issued the Lender a warrant to purchase 100,000 shares of the Company’s common stock (the “Warrant”). The Warrant is immediately exercisable until December 1, 2015 at the exercise price of $0.67 per share, as might be adjusted per the terms of the Warrant. If any amount of loan under the Loan Agreement, as amended, is outstanding on December 31, 2009, the number of shares that may be acquired under the Warrant will automatically increase by 100,000 shares, and the initial exercise price of the Warrant will be adjusted and will be equal to the lower of (a) the closing price of the Company’s common stock on December 30, 2009 or (b) the average of the closing price for the 30 calendar days prior to December 31, 2009. If any amount of loan is outstanding on April 30, 2010, the number of shares that may be acquired under the Warrant will automatically increase by an additional 100,000 shares, and the initial exercise price for such additional shares will be equal to the lower of (a) the closing price of the Company’s common stock on April 29, 2010 or (b) the average of the closing price for the 30 calendar days prior to April 30, 2010. In addition, on May 1, 2010, the Company will pay the Lender a fee equal to 5% of the outstanding balance of the loan as of April 30, 2010.

If any Event of Default occurs under the Loan Agreement, as amended, then the number of shares that may be acquired under the Warrant will automatically increase by 50,000 shares, and will increase by an additional 100,000 shares on the thirtieth day thereafter, and an additional 100,000 shares on each thirtieth day after that, for so long as any amount is outstanding under the Loan Agreement and the Event of Default has not been cured or waived.

The Company may prepay the loan under the Loan Agreement in whole or in part at any time without penalty. This loan is secured by all of the assets of the Company and is subordinate in right of payment to the Company’s existing “Senior Debt” under the Loan and Security Agreement with Bridge Bank dated September 3, 2008, as amended.

The Warrant has not been registered under the Securities Act of 1933 and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements. In the event the Company enters into a registration rights agreement, the shares issuable upon exercise of the Warrant will be included in such agreement as registrable securities.

The foregoing descriptions of the Amendment and the Warrant do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached, respectively, as Exhibits 10.21 and 10.22 to this Current Report on Form 8-K, and are incorporated by reference.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 3.02.

The Warrant was offered pursuant to exemptions from registration under Section 4(2) of the Securities Act to one purchaser, which was an “accredited investor” as such term is defined in Regulation D. A legend was placed on the Warrant that it has not been registered and is restricted from resale.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Document
10.21	First Amendment to Loan Agreement
10.22	Form of Warrant

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHA INNOTECH CORP.
Date: September 9, 2009	By:	/s/    Michael Henighan
		Michael Henighan
		Chief Financial Officer

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EXHIBIT INDEX

10.21	First Amendment to Loan Agreement
10.22	Form of Warrant

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EX-10.21

Exhibit 10.21

FIRST AMENDMENT

TO

LOAN AGREEMENT

This First Amendment to Loan Agreement is entered into as of September 2, 2009 (the “Amendment”), by and between AGILITY CAPITAL, LLC (“Agility”) and ALPHA INNOTECH CORP., a Delaware corporation (“Delaware Borrower”) and ALPHA INNOTECH CORPORATION, a California corporation (“California Borrower”, collectively with Delaware Borrower (“Borrower”)).

RECITALS

Borrower and Agility are parties to that certain Loan Agreement dated as of May 7, 2008 as amended from time to time (the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1. Montage Capital, LLC was a party to the Agreement and referenced therein as “Montage” and/or as “Lender”. All references in the Agreement to Montage shall be deleted and all references to “Lender” or “Lenders” shall mean and/or refer to Agility Capital, LLC.

2. The reference to “Maturity Date” in the Agreement is amended to read “December 1, 2010”.

3. The first sentence of Section 1(a) (Payment) of the Agreement is amended to read: “Borrower shall pay interest on the outstanding principal balance of the Advance at a fixed rate per annum equal to 14%.”

4. On the date hereof, Delaware Borrower shall deliver a Warrant to Purchase Stock to Lender in substantially the form attached.

5. On May 1, 2010, Borrower will pay Lender a fee equal to 5% of the balance of the outstanding Obligations as of April 30, 2010.

6. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Agility under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all instruments, documents and agreements entered into in connection with the Agreement.

7. Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

9. As a condition to the effectiveness of this Amendment, Agility shall have received, in form and substance satisfactory to Agility, the following:

(i) this Amendment, duly executed by Borrower;

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(ii) a Warrant to Purchase Stock in substantially the form attached;

(iii) Corporate Resolutions to Borrow for each Borrower;

(iv) payment of a loan modification and extension fee of $20,000, plus an amount equal to all expenses (including reasonable attorneys fees) due and payable on execution of this agreement; and

(v) such other documents, and completion of such other matters, as Agility may reasonably deem necessary or appropriate.

[SIGNATURE PAGE FOLLOWS.]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

ALPHA INNOTECH CORPORATION	ALPHA INNOTECH CORP.
By:	By:
Title:	Title:
AGILITY CAPITAL, LLC
By:
Title:

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EX-10.22

Exhibit 10.22

THE SECURITIES REPRESENTED THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

WARRANT TO PURCHASE STOCK

Corporation:	ALPHA INNOTECH CORP., a Delaware corporation
Number of Shares:	100,000 subject to adjustment
Class of Stock:	Common
Initial Exercise Price:	The lower of (a) the closing price of as published in The Wall Street Journal on the Business Day prior to the Issue Date or (b) the average of the closing price per share for the 30 calendar days prior to the Issue Date.
Issue Date:	September 2, 2009
Expiration Date:	December 1, 2015

THIS WARRANT CERTIFIES THAT AGILITY CAPITAL, LLC or registered assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares (the “Shares”) of Common Stock of ALPHA INNOTECH CORP. (the “Company”), in the number, at the price, and for the term specified above. If any amount is outstanding on December 31, 2009 under the Loan Agreement dated as of May 7, 2008, as amended (the “Loan Agreement”), the number of shares that may be acquired under this Warrant shall automatically increase by 100,000, and the Exercise Price for such additional Shares shall be equal to the lower of (a) the closing price as published in The Wall Street Journal on December 30, 2009 or (b) the average of the closing price for the 30 calendar days prior to December 31, 2009. If any amount is outstanding on April 30, 2010 under the Loan Agreement dated as of May 7, 2008, as amended (the “Loan Agreement”), the number of shares that may be acquired under this Warrant shall automatically increase by 100,000, and the Exercise Price for such additional Shares shall be equal to the lower of (a) the closing price as published in The Wall Street Journal on April 29, 2010 or (b) the average of the closing price for the 30 calendar days prior to April 30, 2010. If any Event of Default occurs under the Loan Agreement, then The number of shares that may be acquired under this Warrant shall automatically increase by 50,000 upon the occurrence of an Event of Default under the Loan Agreement, and shall increase by an additional 100,000 Shares on the thirtieth day thereafter, and an additional 100,000 Shares on each thirtieth day after that, for so long as any amount is outstanding under the Loan Agreement and the Event of Default has not been cured or waived.

ARTICLE 1. EXERCISE

1.1 Method of Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.

1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares computed using the following formula:

X =	Y (A - B)
	A

Where	X = The number of shares of common stock to be issued to the Registered Holder.
	Y = The number of shares of common stock purchasable under this Warrant (at the date of such calculation).

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A = The fair market value of one share of common stock (at the date of such calculation).

B = The Exercise Price (as adjusted to the date of such calculation). The fair market value of the Shares shall be determined pursuant to Section 1.3.

1.3 Fair Market Value. If the Company’s common stock is traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Company’s common stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of calculation. If the Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1 Stock Dividends, Splits. If the Company declares or pays a dividend on its Common stock payable in Common stock, or other securities, subdivides the outstanding Common stock into a greater amount of Common stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. If the Company makes any other distribution with respect to the Shares, then in each case the Company shall cause Holder upon exercise or conversion of this Warrant to receive a proportionate share of that distribution as though it were the holder of the Shares as of the record date fixed for the determination of stockholders of the Company entitled to receive that distribution.

2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Upon the closing of any sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction, the successor entity shall assume the obligations of this Warrant, and this Warrant thereafter shall be exercisable for the same securities, cash and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased.

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2.4 Weighted Average Adjustment. If the Company issues additional common shares, other than Excluded Stock, as defined below (and excluding subdivisions, stock dividends, combinations, reclassifications and reorganizations which are covered in Sections 2.1, 2.2 and 2.3 above) after the date of the Warrant and the consideration per additional common share is less than the Warrant Price in effect immediately before such issue shall be reduced, concurrently with such Issue, to a price determined by multiplying the Warrant Price by a fraction:

(a) the numerator of which is the amount of Common Stock Outstanding immediately before such Issue plus the amount of common stock that the aggregate consideration received by the Company for the additional common shares would purchase at the Warrant Price in effect immediately before such Issue, and

(b) the denominator of which is the amount of Common Stock Outstanding immediately before such issue plus the number of such additional common shares.

Upon each adjustment of the Warrant Price, the number of Shares issuable upon exercise of the Warrant shall be increased to equal the quotient obtained by dividing (a) the product resulting from multiplying (i) the number of Shares issuable upon exercise of the Warrant and (ii) the Warrant Price, in each case as in effect immediately before such adjustment, by (b) the adjusted Warrant Price.

“Excluded Stock” means (a) securities issued, or deemed issued, to directors, officers, employees or consultants of the Company or a subsidiary of the Company in connection with their service as directors of the Company or a subsidiary of the Company, their employment by the Company or a subsidiary of the Company or their retention as consultants by the Company or a subsidiary of the Company under the Company stock option plans; (b) shares of common stock issuable upon exercise of warrants outstanding as of the date hereof; (c) shares of common stock issued, or deemed issued (as provided below), pursuant to a merger, consolidation or stock or asset acquisition approved by the Company’s Board of Directors; (d) shares issued, or deemed issued, at any time after May 9, 2009, to persons or entities with which the Company has business relationships, provided such issuances are for other than primary equity financing purposes and provided that, at the time of such issuance, the aggregate of such issuance and similar issuances in the preceding twelve-month period does not exceed 2% of the then Common Stock Outstanding of the Company (assuming full conversion and exercise of all convertible and exercisable securities); and (e) shares issued, or deemed issued, pursuant to any equipment leasing arrangement or debt financing from a bank or similar institution entered into at any time after May 9, 2009 and approved by the Board of Directors, provided such financing is primarily for non-equity purposes..

“Common Stock Outstanding” means the total number of shares of common stock outstanding plus the total number of shares of common stock issuable upon conversion or exercise of outstanding convertible securities (including this Warrant, all other warrants and any options) immediately prior to the issuance of the additional shares of common stock.

2.5 No Impairment. The Company shall not, by amendment of its Articles of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. No fractional shares of common stock will be issued in connection with any adjustments or exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of common stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

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ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a) All Shares that may be issued upon the exercise of the purchase right represented by this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its Common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to effect any reclassification or recapitalization of Common stock; (c) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (d) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company’s securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of Common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) above; (2) in the case of the matters referred to in (b) and (c) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of Common stock will be entitled to exchange their Common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (d) above, the same notice as is given to the holders of such registration rights.

3.3 Registration Rights. The Shares shall be included under such investor rights agreement or registration rights agreement as the Company may enter into from time to time with substantially the same rights as accorded to other Shares thereunder.

3.4 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (b) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements, provided Company need not provide such information for any period in which Company has filed Form 10Q or 10-K with the Securities and Exchange Commission.

3.5 No Shareholder Rights. This Warrant, by itself, as distinguished from any shares purchased hereunder, shall not entitle the Holder to any of the rights of a shareholder of the Company.

ARTICLE 4. MISCELLANEOUS.

4.1 Term. This Warrant is exercisable, in whole or in part, at any time and from time to time on or until the Expiration Date set forth above.

4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee.

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4.4 Transfer Procedure. Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable), provided that no such notice shall be required for a transfer to an affiliate of Holder.

4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time.

4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

4.9 Representations of Holder. In consideration of the receipt of this Warrant, Holder represents to the Company as follows:

(a) Holder is aware of the Company’s business affairs and financial condition, and has acquired information about the Company sufficient to reach an informed and knowledgeable decision to acquire this Warrant.

(b) Holder is acquiring the Warrant for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof in violation of the Securities Act of 1933, as amended (the “Act”).

(c) Holder understands that the Warrant has not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder further understands that the Warrant must be held indefinitely unless subsequently registered under the Act and qualified under any applicable state securities laws, or unless exemptions from registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144, promulgated under the Act.

(d) Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

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ALPHA INNOTECH CORP.

By:

Name:

Title:

AGILITY CAPITAL, LLC

By:

Name:

Title:

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APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned hereby elects to purchase          shares of the Common Stock of ALPHA INNOTECH CORP. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full.

1. The undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in the Warrant. This conversion is exercised with respect to          of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

Agility Capital, LLC

Or Registered Assignee

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.

AGILITY CAPITAL, LLC or Registered Assignee

(Signature)

(Date)

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