November 13, 2003


                         Calypte Biomedical Corporation
                         ------------------------------

                Ticker:          CYPT
                Exchange:        OTC Bulletin Board


                Agreement for Commitment to Purchase Aggregate of
                       $10,000,000 of 5% Promissory Notes


Securities:             5% Notes, each with 12 month term (the "Notes")
----------              of the Issuer

Issuer:                 Calypte Biomedical Corporation (the "Issuer")
------

Purchaser:              Marr Technologies, B.V.
---------

Commitment Amount:      $10,000,000
-----------------

Use of Proceeds:        General Corporate Purposes
---------------

I.   Terms of Note Issuance

       a.     Note  Issuance:  Beginning  on the  First  Availability  Date  and
              continuing  through the  Availability  Period  (each as defined in
              Section  III.c.)of this agreement,  the Issuer may issue Notes, in
              its sole discretion (each, a "Note"), which the Purchaser shall be
              obligated  to accept,  with an  aggregate  total not to exceed the
              Commitment Amount.

       b.     Issuance Notice:  The Issuer shall indicate its intention to issue
              a Note by delivering to the Purchaser an Issuance Notice (each, an
              "Issuance Notice") via facsimile transmission. The Issuance Notice
              shall specify:

              (i)    The amount of the Note (the "Note Amount");

              (ii)   The date on which the Note is to be  effective  and funded,
                     which shall be no sooner than 4 business days from the date
                     of the Issuance Notice. If the Issuer wishes the Note to be
                     funded on the fourth business day, the Issuance Notice must
                     be delivered to the Purchaser  and such receipt  confirmed,
                     before 8:30 a.m. ET.

              (iii)  A form of Issuance Notice is attached hereto as Exhibit B.


<PAGE>

       c.     Note Amount: The Note Amount shall be a minimum of $500,000 in any
              single  issuance.  The  maximum  Note  Amount in the  first  month
              following the First  Availability  Date shall be  $1,500,000  and,
              should the conditions  regarding  listing of the Company's  common
              stock  described in Section  III.b.  herein not be met,  such Note
              will become due and payable on April 30, 2004. II. Settlement

              a.     Settlement: Within 24 hours of the Issuer's transmission of
                     the  Issuance  Notice  to the  Purchaser,  Purchaser  shall
                     confirm receipt  thereof.  Once the Purchaser  confirms the
                     receipt  of the  Issuance  Notice,  Purchaser  shall have 3
                     business  days  in  which  to  purchase  the  Note  by wire
                     transfer of  immediately  available  funds to the  Issuer's
                     designated  account.  At the election of either  party,  an
                     escrow agent may be used.

              b.     Note  Agreement:  Each Note issued  pursuant to an Issuance
                     Notice  under this  Agreement  shall be evidenced by a Note
                     substantially  in the form of Exhibit A hereto and shall be
                     executed by authorized  representatives  of both  Purchaser
                     and Issuer.

              c.     Term of Note.  Except as noted in Section I.c. with respect
                     to any Note  issued  during the first month  following  the
                     First  Availability  Date, Each Note issued under the terms
                     of this Agreement  shall have a term of 12 months and shall
                     be repaid  upon  maturity by wire  transfer of  immediately
                     available funds to the Purchaser's designated account.

              d.     Interest.  Interest  shall  accrue  at 5% per  annum on any
                     Notes issued under the terms of this Agreement and shall be
                     paid in cash upon the maturity of the Note.

III.          General Conditions

              a.     Effective  Date: The Effective Date of this agreement shall
                     be the date on which the authorized  representatives of the
                     Issuer and Purchaser shall have signed this Agreement.

              b.     Term of Agreement.  This agreement  shall  terminate on May
                     31, 2005.  Notwithstanding  the  preceding  sentence,  this
                     Agreement  shall  terminate  on March 31,  2004 if, at that
                     date,  Issuer  shall not have its common  stock,  $0.03 par
                     value,  listed on either the American Stock  Exchange,  the
                     New York  Stock  Exchange,  the Nasdaq  National  Market or
                     Nasdaq Small Cap Market.

              c.     First  Availability  Date  and  Availability   Period.  The
                     earliest  date upon which the Issuer may issue an  Issuance
                     Notice  under the terms of this  agreement  is February 28,
                     2004  (the  "First  Availability  Date").  Subject  to  the
                     provisions  of  Section  1.c.  herein,  Issuer may issue an
                     Issuance  Notice  on  any  date   thereafter   through  and
                     including  May 31, 2004.  The period from February 28, 2004
                     through  May  28,  2004,  inclusive,   is  defined  as  the
                     "Availability Period".

              d.     Subsequent  Financings:  During the term of this Agreement,
                     Issuer will notify  Purchaser of all  offerings  for equity
                     financing which it may undertake.  Equity financings shall,
                     for the  purposes  of this  Agreement,  be  defined as cash
                     received by Issuer from the sale of Issuer's  common stock,
                     $0.03 par value,  or such other  equity  security as it may
                     offer from time to time, for cash,  specifically  excluding
                     cash received from the exercise of currently outstanding or
                     subsequently   granted   options  or  warrants   issued  to
                     employees, consultants, or other parties for services or in
                     lieu of cash  for  services  or for  intellectual  property
                     rights.



                                       2
<PAGE>


              i.     Issuer will grant  Purchaser  the right of first refusal to
                     participate in any such subsequent equity financings on the
                     same key terms and  conditions,  which  shall  include  the
                     dollar   investment  amount  or  number  of  shares  to  be
                     purchased,  pricing, number of warrants and their terms, if
                     any,  registration  rights and fees,  as  applicable to the
                     subject  offer.   Purchaser  shall  inform  Issuer  of  its
                     decision to participate in any subsequent  equity financing
                     within two business days of notice from Issuer.

              ii.    Regardless of  Purchaser's  election to  participate in any
                     such subsequent equity financings,  the Total Note Purchase
                     Commitment  under this Agreement shall be decreased  dollar
                     for  dollar  by the net  amount of such  subsequent  equity
                     financing completed by Issuer.

       d.     Issuance of Warrant.  As fee for the loan commitment  evidenced by
              this  Agreement,  Issuer agrees to issue, on the Effective Date, a
              warrant to purchase 375,000 shares of its common stock,  $0.03 par
              value,  at a price  of  $0.80  per  share.  The  warrant  shall be
              immediately  exercisable  and shall  have a term of two years from
              the  Effective  Date.  The  Warrant  shall be  issued  to:

                        Boodle Hatfield.
                        61 Brook Street
                        London W1K 4BL

              A form of warrant is attached as Exhibit C.

       e.     Non-utilization  of  Commitment.   No  utilization  of  this  Note
              facility  may be made  if,  at the  time the  Issuance  Notice  is
              tendered to Purchaser or at the time the Note is issued,  an event
              of default or an event  which,  with the giving of notice or lapse
              of time or both,  would constitute an event of default (the "Event
              of Default")  has occurred and is  continuing or would result from
              such utilization of this facility.

       f.     Events of Default.  Purchaser may, without  prejudice to its other
              rights  hereunder,  terminate its obligation to purchase the Notes
              and declare all outstanding amounts owing to Purchaser pursuant to
              Notes  issued  under this  Agreement,  together  with all  accrued
              interest and such other  payments  payable  under this  Agreement,
              immediately due and payable at any time after any of the following
              events shall have occurred:

              i.     The Issuer defaults in the due performance of observance of
                     any of its  obligations  under this  agreement and, if such
                     default  is, in the  opinion of the  Purchaser,  capable of
                     remedy, such default shall not have been remedied within 14
                     days of the Purchaser notifying the Issuer of such default;
                     or

              ii.    Any judgment or order of a court of competent  jurisdiction
                     in an amount  exceeding  $10,000 made against the Issuer is
                     not  stayed  or   complied   with  within  21  days  of  an
                     encumbrancer  takes  possession of the whole or part of the
                     assets,  rights, or revenues of the Issuer or a distress or
                     other process is levied or enforced upon any of the assets,
                     rights or  revenues  of the  Issuer  and is not  discharged
                     within 21 days; or


              iii.   The Issuer is adjudicated  and found  insolvent or any step
                     is taken or proceedings  are commenced for the  winding-up,
                     administration,  liquidation,  restructuring or dissolution
                     of the  Issuer  of for  the  appointment  of a  liquidator,


                                       3
<PAGE>

                     trustee  in  bankruptcy,  receiver  or  similar  officer in
                     respect  of the  Issuer  or the  whole  or any  part of its
                     assets, rights, or revenues; or

              iv.    The Issuer stops or suspends  payment of its debts incurred
                     subsequent  to September 30, 2003, as summarized in Exhibit
                     D, or is, or has been  deemed to be,  unable  to, or admits
                     inability  to,  pay  its  debts  as  they  come  due  or it
                     commences  negotiations  with one or more if its  creditors
                     with a view to the  general  rescheduling  of all or any of
                     its debts or  proposes or enters  into any  composition  or
                     other   arrangement   for  the  benefit  of  its  creditors
                     generally, or of any class thereof; or

              v.     Except  with  respect  to a Note  issued  within  the month
                     following the First  Availability Date, the common stock of
                     the  Issuer  ceases  to be  listed  on a  recognized  stock
                     exchange in the United States of America; or

              vi.    Any other  event  occurs or  circumstance  arises  which is
                     likely to have a material adverse effect on the business or
                     financial condition of the Issuer.

This agreement is executed and binding as of this 13th day of November 2003.


Calypte Biomedical Corporation
("Issuer") A Delaware Corporation


By: /s/ Jay Oyakawa
    ----------------------------------------

Title: President and CEO
      --------------------------------------



Marr Technologies, B.V.
("Purchaser")

By: /s/ J.K. Basnet
    ----------------------------------------

Title: Authorised Signatory
       -------------------------------------



                                       4
<PAGE>

                                                                       EXHIBIT A


                             FORM OF PROMISSORY NOTE


$____________                                                 [Date]
                                                        Alameda, California


         FOR  VALUE  RECEIVED,   Calypte  Biomedical  Corporation,   a  Delaware
corporation (the "Borrower")  promises to pay to the order of Marr Technologies,
B.V. (the "Payee"), the principal amount of ____________________________________
and No/100  Dollars  ($__________.00)  ("Principal").  The unpaid  Principal due
under this Note shall bear interest from the date hereof until paid, computed at
a rate  equivalent  of 5.00% per annum  (computed on the basis of a 360-day year
and actual days elapsed).

         This Note shall be payable in full  twelve  months from the date hereof
(the "Maturity Date"). All accrued interest on the entire unpaid principal shall
likewise be due on the Maturity Date.

         Payment of the Principal and interest  shall be made in lawful money of
the United States in the form of a wire transfer of immediately  available funds
to an account  specified  by Payee or at such other place as Payee may from time
to time  direct  in  writing.  Payee  shall be  entitled  to assign  its  rights
hereunder, and in the event of such assignment, any references to "Payee" herein
shall include such subsequent holder or holders.

         No delay on the part of the Payee in  exercising  any right  under this
Note, or other  undertaking  securing or affecting  this Note shall operate as a
waiver of such right or any other right,  nor shall any  omission in  exercising
any right on the part of the Payee  under this  Note.  In the event this Note is
not paid when due, the Borrower  shall pay all costs of  collection,  including,
without limitation, reasonable attorneys' fees.

         All notices and other communications  hereunder shall be in writing and
shall be deemed  received  (1) upon  receipt or refusal  thereof,  if  delivered
personally or via overnight  courier service,  or (2) upon receipt by the sender
of transmission confirmation, if delivered via facsimile. Notice to either party
hereto, if faxed or sent by overnight courier service, shall be to the following
addresses:



                                       5
<PAGE>

      If to the Payee, to:                  If to the Borrower, to:
      Marr Technologies, BV                 Calypte Biomedical Corporation
      Strawinskylaan 1431                   1265 Harbor Bay Parkway
      1077XX Amsterdam                      Alameda, CA 94502
      Netherlands                           Attention:  Executive Vice President
                                                        and CFO
      Attention:  Christian Strik           Facsimile:  510-814-8494
      Facsimile:

Any party may change their address for notice by giving all other parties notice
of such change pursuant to this paragraph.

         At the option of the Borrower,  all or any portion of the Principal and
accrued  interest due on this Note may be otherwise  prepaid  without premium or
penalty,  the amount of the  prepayment to be applied first to accrued  interest
and the remainder to any unpaid balance of Principal.

         This Note and the rights and obligations of the parties hereto shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without regard to the conflicts of laws principles of the State of Delaware. All
rights of Payee  hereunder  shall  inure to the  benefit of its  successors  and
assigns,  and all  obligations  of the Borrower  shall bind its  successors  and
assigns;  provided,  however,  that  this  Note and the  Borrower's  obligations
hereunder  shall not be  assignable  by the Borrower  without the prior  written
consent of Payee.  The Borrower  hereby  waives  presentment,  demand,  protest,
notice of dishonor  and/or  protest,  notice of nonpayment and all other notices
and demands, and assents to the extension of the time of payment, forbearance or
other indulgence, without notice.

         To induce Payee to accept this Note,  the Borrower  irrevocably  agrees
that, subject to Payee's sole and absolute election, all actions or proceedings,
in any way,  manner or  respect,  arising out of or from or related to this Note
shall be litigated in courts having situs within the City of  Wilmington,  State
of Delaware. The Borrower hereby consents and submits to the jurisdiction of any
local,  state or federal court located within said City and State.  The Borrower
hereby  waives  any right it may have to  transfer  or  change  the venue of any
litigation  brought  against  the  Borrower  by Payee in  accordance  with  this
paragraph,  and the Borrower hereby  specifically waives any right to assert the
doctrine of forum non conveniens.



                                       6
<PAGE>

         THE  BORROWER  IRREVOCABLY  WAIVES  ANY  RIGHT  TO TRIAL BY JURY IN ANY
ACTION,  SUIT,  COUNTERCLAIM,  OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS
UNDER OR IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT,  INSTRUMENT, DOCUMENT OR
AGREEMENT  DELIVERED  OR WHICH MAY IN THE  FUTURE  BE  DELIVERED  IN  CONNECTION
HEREWITH,  OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR
RELATED TO THIS NOTE OR ANY SUCH AMENDMENT,  INSTRUMENT,  DOCUMENT OR AGREEMENT,
AND AGREES THAT ANY SUCH ACTION,  SUIT COUNTERCLAIM OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.

         All of Payee's  rights and remedies  under this Note are cumulative and
non-exclusive.  The  acceptance by Payee of any partial  payment made  hereunder
after the time when any of the  Borrower's  liabilities  become due and  payable
will not  establish  a custom or waive any  rights  of Payee to  enforce  prompt
payment hereof. Payee's failure to require strict performance by the Borrower of
any  provision  of this Note shall not waive,  affect or  diminish  any right of
Payee thereafter to remain in strict compliance and performance herewith.

         IN WITNESS  WHEREOF,  Calypte  Biomedical  Corporation has executed and
delivered this Promissory Note the day and year first written above.


                                CALYPTE BIOMEDICAL CORPORATION


                                By:
                                   ----------------------------------------
                                   Richard R. Brounstein
                                   Executive Vice President
                                   and Chief Financial Officer





                                       7
<PAGE>

                                                                       Exhibit B



                                     Form Of

                                 ISSUANCE NOTICE

                         Calypte Biomedical Corporation


       The undersigned  hereby  certifies,  with respect to a 5% Note of Calypte
Biomedical Corporation (the "Company") issuable in connection with this Issuance
Notice dated  __________________ (the "Issuance Notice"),  delivered pursuant to
the Agreement for Commitment to Purchase  Aggregate of $10,000,000 5% Promissory
Notes dated as of November 13, 2003 (the "Agreement"), as follows:

       1.     The  undersigned  is the duly appointed  _________________  of the
              Company.

       2.     The Note Amount is $____________.

       3.     The Settlement Date shall be _________, 2004.

       The undersigned has executed this Notice this ___th day of ____ 2004.


                                        CALYPTE BIOMEDICAL CORPORATION


                                        By: _______________________________
                                            Name:
                                            Title:





                                       8
<PAGE>

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED,  HYPOTHECATED,  DONATED, OR OTHERWISE TRANSFERRED,  WHETHER OR
NOT FOR CONSIDERATION,  BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A  FAVORABLE  OPINION OF ITS  COUNSEL OR THE  SUBMISSION  TO THE COMPANY OF SUCH
OTHER  EVIDENCE AS MAY BE  SATISFACTORY  TO COUNSEL FOR THE  COMPANY,  IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                         CALYPTE BIOMEDICAL CORPORATION

                          Common Stock Purchase Warrant
                                       to
                             Purchase 375,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                 Boodle Hatfield
                                 61 Brook Street
                                 London, W1K 4BL


by CALYPTE BIOMEDICAL  CORPORATION,  a Delaware corporation  (hereinafter called
the "Company", which term shall include its successors and assigns).

       FOR VALUE  RECEIVED and subject to the terms and  conditions  hereinafter
set out,  the  registered  holder of this  Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
to purchase from the Company 4,000,000 fully paid and  non-assessable  shares of
Common Stock,  $0.03 par value per share (the "Common  Stock"),  at the Exercise
Price (as defined below) per share.

       This Warrant shall expire at the close of business on November 13, 2005.

       1. (a) The right to purchase  shares of Common Stock  represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant  (properly  endorsed if required)  at the  principal  office of the
Company at 1265 Harbor Parkway, Alameda,  California 94502 (or such other office
or agency of the Company as it may  designate by notice in writing to the Holder
at the address of the Holder  appearing on the books of the  Company),  and upon
payment to the  Company,  by cash or by  certified  check or bank draft,  of the
Exercise  Price for such  shares.  The Company  agrees that the shares of Common
Stock so  purchased  shall be deemed to be  issued to the  Holder as the  record
owner of such shares of Common  Stock as of the close of business on the date on


                                       9
<PAGE>

which this Warrant shall have been  surrendered and payment made for such shares
of Common  Stock as  aforesaid.  Certificates  for the shares of Common Stock so
purchased  (together with a cash  adjustment in lieu of any fraction of a share)
shall be delivered to the Holder within a reasonable  time,  not exceeding  five
(5) business days, after the rights  represented by this Warrant shall have been
so exercised,  and, unless this Warrant has expired, a new Warrant  representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall not then have been  exercised,  in all other respects  identical with this
Warrant,  shall also be issued and delivered to the Holder within such time, or,
at the request of the Holder,  appropriate  notation may be made on this Warrant
and the same returned to the Holder.

              (b) This Warrant may be  exercised to acquire,  from and after the
date  hereof,  the number of shares of Common  Stock set forth on the first page
hereof (subject to adjustments  described in this Warrant);  provided,  however,
the right hereunder to purchase such shares of Common Stock shall expire at 5:00
p.m. Alameda, California time on November 13, 2005.

         2. This Warrant is being issued by the Company pursuant to the terms of
the  Agreement  for  Commitment  to  Purchase  Aggregate  of  $10,000,000  of 5%
Promissory Notes dated as of November 13, 2003.

         3. The Company covenants and agrees that all Common Stock upon issuance
against  payment in full of the  Exercise  Price by the Holder  pursuant to this
Warrant will be validly issued,  fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting  from the  Holder's  own  circumstances,  actions or  omissions).  The
Company  covenants  and agrees  that during the period  within  which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized,  and reserved for the purpose of issue or transfer  upon exercise of
the rights  evidenced by this Warrant,  a sufficient  number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will  procure  at its sole  expense  upon each such  reservation  of shares  the
listing  thereof  (subject  to  issuance  or  notice of  issuance)  on all stock
exchanges  on which the  Common  Stock is then  listed or  inter-dealer  trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be  necessary to assure that such shares of Common Stock may be so
issued  without  violation  of  any  applicable  law  or  regulation,  or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or  inter-dealer  trading  system  on which the  Common  Stock is then
traded.  The  Company  will  not take  any  action  which  would  result  in any
adjustment in the number of shares of Common Stock purchasable  hereunder if the
total  number of shares of Common Stock  issuable  pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and,  together with
all shares of Common Stock then  outstanding and all shares of Common Stock then
issuable  upon  exercise of all options and other  rights to purchase  shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock  then  authorized  by the  Company's  Restated  and  Amended  Articles  of
Incorporation, as then amended.



                                       10
<PAGE>

         4. The  Initial  Exercise  Price is $0.80  per  share of  Common  Stock
("Initial  Exercise  Price").  The Initial  Exercise  Price shall be adjusted as
provided  for  below in this  Section 4 (the  Initial  Exercise  Price,  and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise  Price")  and the  Exercise  Price  from time to time shall be further
adjusted as provided  for below in this Section 4. Upon each  adjustment  of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant,  at the Exercise  Price  resulting  from such  adjustment,  the
number of shares of Common Stock obtained by (i)  multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock  purchasable  hereunder  immediately  prior to such  adjustment,  and (ii)
dividing  the  product  thereof  by  the  Exercise  Price  resulting  from  such
adjustment. The Exercise Price shall be adjusted as follows:

                  (i) In the case of any amendment to the Company's  Articles of
         Incorporation  to change the  designation  of the  Common  Stock or the
         rights, privileges, restrictions or conditions in respect to the Common
         Stock or division of the Common  Stock,  this Warrant shall be adjusted
         so as to provide that upon exercise thereof,  the Holder shall receive,
         in lieu of each share of Common Stock  theretofore  issuable  upon such
         exercise,  the kind and amount of shares,  other securities,  money and
         property  receivable upon such  designation,  change or division by the
         Holder   issuable  upon  such   exercise  had  the  exercise   occurred
         immediately prior to such designation, change or division. This Warrant
         shall be deemed  thereafter to provide for adjustments,  which shall be
         as nearly equivalent as may be practicable to the adjustments  provided
         for in this Section 4. The  provisions  of this  Subsection  4(i) shall
         apply in the same  manner  to  successive  reclassifications,  changes,
         consolidations and mergers.

                  (ii)  If  the  Company   shall  at  any  time   subdivide  its
         outstanding  shares of Common Stock into a greater  number of shares of
         Common Stock, or declare a dividend or make any other distribution upon
         the Common Stock payable in shares of Common Stock,  the Exercise Price
         in effect  immediately  prior to such  subdivision or dividend or other
         distribution shall be proportionately reduced, and conversely,  in case
         the outstanding shares of Common Stock shall be combined into a smaller
         number  of  shares  of  Common  Stock,  the  Exercise  Price in  effect
         immediately  prior  to  such  combination   shall  be   proportionately
         increased.

                  (iii) If any capital reorganization or reclassification of the
         capital  stock of the Company,  or any  consolidation  or merger of the
         Company with or into another  corporation or other entity,  or the sale
         of  all  or  substantially  all  of the  Company's  assets  to  another
         corporation  or  other  entity  shall  be  effected  in such a way that
         holders of shares of Common  Stock shall be entitled to receive  stock,
         securities,  other evidence of equity  ownership or assets with respect
         to or in exchange for shares of Common  Stock,  then, as a condition of
         such reorganization,  reclassification,  consolidation,  merger or sale
         (except as  otherwise  provided  below in this  Section 4),  lawful and
         adequate  provisions  shall be made whereby the Holder shall thereafter
         have the right to receive upon the  exercise  hereof upon the basis and
         upon the terms and conditions  specified herein,  such shares of stock,


                                       11
<PAGE>

         securities,  other  evidence  of equity  ownership  or assets as may be
         issued  or  payable  with  respect  to or in  exchange  for a number of
         outstanding  shares of such Common  Stock equal to the number of shares
         of Common Stock immediately theretofore purchasable and receivable upon
         the   exercise  of  this   Warrant   under  this  Section  4  had  such
         reorganization,  reclassification,  consolidation,  merger  or sale not
         taken place, and in any such case appropriate  provisions shall be made
         with respect to the rights and  interests of the Holder to the end that
         the provisions hereof (including,  without  limitation,  provisions for
         adjustments of the Exercise Price and of the number of shares of Common
         Stock receivable upon the exercise of this Warrant) shall thereafter be
         applicable,  as nearly as may be, in  relation  to any shares of stock,
         securities,  other  evidence of equity  ownership or assets  thereafter
         deliverable   upon  the  exercise   hereof   (including   an  immediate
         adjustment,  by reason of such consolidation or merger, of the Exercise
         Price to the value for the Common Stock  reflected by the terms of such
         consolidation  or  merger if the  value so  reflected  is less than the
         Exercise Price in effect  immediately  prior to such  consolidation  or
         merger). Subject to the terms of this Warrant, in the event of a merger
         or  consolidation  of the Company with or into another  corporation  or
         other  entity as a result of which the number of shares of common stock
         of the  surviving  corporation  or other entity  issuable to holders of
         Common Stock,  is greater or lesser than the number of shares of Common
         Stock  outstanding  immediately  prior to such merger or consolidation,
         then the Exercise Price in effect  immediately  prior to such merger or
         consolidation shall be adjusted in the same manner as though there were
         a subdivision or combination of the outstanding shares of Common Stock.
         The Company  shall not effect any such  consolidation,  merger or sale,
         unless, prior to the consummation  thereof,  the successor  corporation
         (if other than the Company) resulting from such consolidation or merger
         or the  corporation  purchasing  such  assets  shall  assume by written
         instrument  executed  and  mailed  or  delivered  to  the  Holder,  the
         obligation  to deliver to the Holder such shares of stock,  securities,
         other evidence of equity ownership or assets as, in accordance with the
         foregoing  provisions,  the  Holder  may  be  entitled  to  receive  or
         otherwise acquire.  If a purchase,  tender or exchange offer is made to
         and  accepted by the  holders of more than fifty  (50%)  percent of the
         outstanding  shares of Common  Stock,  the Company shall not effect any
         consolidation, merger or sale with the person having made such offer or
         with any affiliate of such person,  unless prior to the consummation of
         such  consolidation,  merger or sale the Holder of this  Warrant  shall
         have been given a reasonable  opportunity to then elect to receive upon
         the  exercise of this  Warrant the amount of stock,  securities,  other
         evidence of equity  ownership or assets then  issuable  with respect to
         the number of shares of Common Stock in accordance with such offer.

                  (iv) In case the Company shall,  at any time prior to exercise
         of this Warrant,  consolidate  or merge with any other  corporation  or
         other  entity  (where  the  Company  is not the  surviving  entity)  or
         transfer  all  or  substantially   all  of  its  assets  to  any  other
         corporation  or other entity,  then the Company  shall,  as a condition
         precedent to such transaction,  cause effective provision to be made so
         that the Holder of this Warrant upon the exercise of this Warrant after


                                       12
<PAGE>

         the effective date of such transaction shall be entitled to receive the
         kind and amount of  shares,  evidences  of  indebtedness  and/or  other
         securities or property  receivable on such  transaction  by a holder of
         the  number  of shares of Common  Stock as to which  this  Warrant  was
         exercisable  immediately  prior  to such  transaction  (without  giving
         effect to any restriction  upon such exercise);  and, in any such case,
         appropriate  provision  shall be made with  respect  to the  rights and
         interest of the Holder of this  Warrant to the end that the  provisions
         of this Warrant shall  thereafter  be  applicable  (as nearly as may be
         practicable)  with respect to any shares,  evidences of indebtedness or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant.  Upon the  occurrence  of any event  described in this Section
         4(iv),  the holder of this Warrant shall have the right to (i) exercise
         this Warrant immediately prior to such event at an Exercise Price equal
         to lesser of (1) the then Exercise  Price or (2) the price per share of
         Common  Stock paid in such  event,  or (ii)  retain  ownership  of this
         Warrant, in which event,  appropriate  provisions shall be made so that
         the Warrant shall be exercisable at the Holder's  option into shares of
         stock,  securities  or  other  equity  ownership  of the  surviving  or
         acquiring entity.

              Whenever  the  Exercise  Price shall be adjusted  pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President  and by its  Treasurer,  Assistant  Treasurer,  Secretary or Assistant
Secretary,  setting  forth,  in  reasonable  detail,  the  event  requiring  the
adjustment,  the amount of the  adjustment,  the method by which such adjustment
was  calculated  (including  a  description  of the  basis on which the Board of
Directors of the Company  made any  determination  hereunder),  and the Exercise
Price after  giving  effect to such  adjustment,  and shall cause copies of such
certificates to be mailed (by first-class  mail,  postage prepaid) to the Holder
of this  Warrant.  The Company  shall make such  certificate  and mail it to the
Holder promptly after each adjustment.

              No fractional shares of Common Stock shall be issued in connection
with any exercise of this Warrant,  but in lieu of such fractional  shares,  the
Company  shall make a cash payment  therefore  equal in amount to the product of
the applicable fraction multiplied by the Exercise Price then in effect.

         5. In the event the Company  grants rights  (other than rights  granted
pursuant to a  shareholder  rights or poison pill plan) to all  shareholders  to
purchase Common Stock,  the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

         6. The  shares of  Common  Stock  issuable  upon the  exercise  of this
Warrant shall have piggyback  rights for inclusion in a  registration  statement
filed by the Company  pursuant to a Form S-2 to be filed with the Securities and
Exchange Commission on or prior to May 1, 2004.

         7.  This  Warrant  need not be  changed  because  of any  change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.



                                       13
<PAGE>

         8. The terms defined in this paragraph,  whenever used in this Warrant,
shall,  unless the context  otherwise  requires,  have the  respective  meanings
hereinafter  specified.  The term  "Common  Stock"  shall mean and  include  the
Company's Common Stock, $0.03 par value per share, authorized on the date of the
original  issue  of  this  Warrant  and  shall  also  include  in  case  of  any
reorganization, reclassification, consolidation, merger or sale of assets of the
character  referred  to in  Section 4 hereof,  the stock,  securities  or assets
provided  for in such  paragraph.  The term  "Company"  shall also  include  any
successor corporation to Calypte Biomedical Corporation by merger, consolidation
or otherwise.  The term  "outstanding"  when used with reference to Common Stock
shall  mean at any  date as of which  the  number  of  shares  thereof  is to be
determined,  all issued shares of Common Stock, except shares then owned or held
by or for the  account  of the  Company.  The term  "1933  Act"  shall  mean the
Securities Act of 1933, as amended,  or any successor  Federal statute,  and the
rules and  regulations of the Securities and Exchange  Commission,  or any other
Federal agency then  administering  the 1933 Act,  there-under,  all as the same
shall be in effect at the time.

         9. This  Warrant  is  exchangeable,  upon the  surrender  hereby by the
Holder at the office or agency of the  Company,  for new  Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed  for and purchased  hereunder,
each of such new Warrants to represent  the right to subscribe  for and purchase
such number of shares of Common  Stock as shall be  designated  by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss,  theft,  destruction  or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity,  reasonably satisfactory to the Company, or, in the case
of any such  mutilation,  upon surrender or cancellation of this Warrant or such
new Warrants,  the Company will issue to the Holder a new Warrant of like tenor,
in lieu  of this  Warrant  or such  new  Warrants,  representing  the  right  to
subscribe  for and  purchase  the number of shares of Common  Stock which may be
subscribed for and purchased hereunder.

         10. The Company  will at no time close its transfer  books  against the
transfer  of this  Warrant or of any shares of Common  Stock  issued or issuable
upon the exercise of this warrant in any manner which interferes with the timely
exercise  of this  Warrant.  This  Warrant  shall not  entitle the Holder to any
voting  rights or any rights as a  shareholder  of the  Company.  The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         11. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common  Stock  issuable  upon the  exercise of this  Warrant  with
respect  to the rights of the Holder  and the  Common  Stock  issuable  upon the
exercise of this  Warrant,  notwithstanding  the knowledge of such Holder of any
other agreement or the provisions of any agreement,  whether or not known to the
Holder,  and the Company  represents  that there are no agreements  inconsistent
with the terms  hereof or which  purport  in any way to bind the  Holder of this
Warrant or the Common Stock.



                                       14
<PAGE>

         12. The laws of the State of  California  shall  govern  the  validity,
interpretation  and  performance  of this  Warrant  and  each of its  terms  and
provisions.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly  authorized  officer under its corporate  seal and dated as of November
13, 2003.

CALYPTE BIOMEDICAL CORPORATION


By _____________________________________
   Name: Richard D. Brounstein
   Title: Executive Vice President & CFO




                                       15
<PAGE>

                          FORM OF ELECTION TO PURCHASE



(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the Warrant to which this form applies, issued by Calypte Biomedical
Corporation ("Calypte"))

To Calypte Biomedical Corporation:

         The undersigned  hereby  irrevocably  elects to purchase  _____________
shares of common  stock,  $0.03 par value per  share,  of Calypte  (the  "Common
Stock") and,  encloses  herewith  $________ in cash,  certified or official bank
check or checks,  which sum represents the aggregate  Exercise Price (as defined
in the  Warrant)  for the number of shares of Common Stock to which this Form of
Election to Purchase relates,  together with any applicable taxes payable by the
undersigned pursuant to the Warrant.

         The  undersigned  requests that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of

                                PLEASE INSERT SOCIAL SECURITY OR
                                TAX IDENTIFICATION NUMBER




                                (Please print name and address)


                                ----------------------------------------

Dated:            ,             Name of Holder:
      ------------ -----


                           (Print)
                                    -----------------------------------------

                           (By:)
                                    -----------------------------------------
                           (Name:)
                                    -----------------------------------------
                           (Title:)
                                    -----------------------------------------
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)


<PAGE>

                               FORM OF ASSIGNMENT



[To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of Calypte  Biomedical
Corporation  to which the within Warrant  relates and appoints  ________________
attorney to transfer said right on the books of Calypte  Biomedical  Corporation
with full power of substitution in the premises.

Dated:

---------------, ----



                                    --------------------------------------------
                                    (Signature  must  conform in all respects to
                                    name of holder as  specified  on the face of
                                    the Warrant)


                                    --------------------------------------------
                                    Address of Transferee


                                    --------------------------------------------

                                    --------------------------------------------



In the presence of:


--------------------------




                                       16
<PAGE>

                                    Exhibit D

                         Calypte Biomedical Corporation
                Summary of Accounts Payable and Accrued Expenses
                            As of September 30, 2003


Accounts  payable and accrued expenses as of September 30, 2003 consisted of the
following (in thousands):

                                                                 2003
                                                                 ----
Trade accounts payable                                       $   2,424
Accrued royalty payments                                           575
Accrued salary and vacation pay                                    237
Accrued interest (including non-cash penalties for
   delayed registration of $272)                                   294
Current portion of consulting contract liability                 1,054
Other                                                              373
                                                              --------
Total accounts payable and accrued expenses                   $  4,957
                                                              ========