**EXHIBIT
      B**




NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY.







**CALYPTE
      BIOMEDICAL CORPORATION**




**SERIES
      B WARRANT**




Warrant No. [ ]
            Original
                Issue Date: March 28,
                2007




**Calypte
      Biomedical Corporation** ,
      a
      Delaware corporation (the **“Company”** ),
      hereby
      certifies that, for value received, [ ] or its registered assigns (the **“Holder”** ),
      is
      entitled to purchase from the Company up to a total of [ ] 1  shares
      of Common Stock (each such share, a **“Warrant
      Share”** and all
      such shares, the **“Warrant
      Shares”** ),
      at any
      time and from time to time from through and including September 28, 2008 2  Expires
      18 months from Original Issue Date. (the **“Expiration
      Date”** ),
      and
      subject to the following terms and conditions:




1.  Definitions .
      As used
      in this Warrant, the following terms shall have the respective definitions
      set
      forth in this Section 1. Capitalized terms that are used and not defined in
      this
      Warrant that are defined in the Subscription Agreement (as defined below) shall
      have the respective definitions set forth in the Subscription
      Agreement.




**“Business
      Day”** means
      any day except Saturday, Sunday and any day that is a federal legal holiday
      in
      the United States or a day on which banking institutions in the State of New
      York are authorized or required by law or other government action to
      close.




**“Common
      Stock”** means
      the common stock of the Company, par value $.03 per share, and any securities
      into which such common stock may hereafter be reclassified.


1  A
        number
        of shares equal to 50% of the number of shares purchased pursuant to the
        Subscription Agreement.
  2 Expires
        18 months from Original Issue Date.


1




**“Exercise
      Price”** means
      $0.11, subject to adjustment in accordance with Section 9.




**“Fundamental
      Transaction”** means
      any of the following: (1) the Company effects any merger or consolidation of
      the
      Company with or into another Person, (2) the Company effects any sale of all
      or
      substantially all of its assets in one or a series of related transactions,
      (3)
      any tender offer or exchange offer (whether by the Company or another Person)
      is
      completed pursuant to which holders of Common Stock are permitted to tender
      or
      exchange their shares for other securities, cash or property, or (4) the Company
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property.




**“Original
      Issue Date”** means
      the Original Issue Date (“OID”) first set forth on the first page of this
      Warrant.




**“Portland
      Courts”** means
      the state and federal courts sitting in Portland, Oregon.




**“Purchase
      Price”** means
      under the Subscription Agreement the price in cash equal to the
      greater of $0.06 per share or the average of the closing prices of the Common
      Stock for the five consecutive Trading Days preceding the date on which the
      sale
      and purchase of the Common Stock on the Closing Date .




**“Subscription
      Agreement”** means
      the Subscription Agreement, dated March [ ], 2007, to which the Company and
      the
      original Holder are parties.




**“Trading
      Day”** means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding to its functions of reporting prices); provided, that in the event
      that the Common Stock is not listed or quoted as set forth in (i), (ii) and
      (iii) hereof, then Trading Day shall mean a Business Day.




2.  Registration
      of Warrant .
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the **“Warrant
      Register”** ),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.




3.  Registration
      of Transfers .
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a **“New
      Warrant”** ),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant.




2




4.  Exercise
      and Duration of Warrants .
      This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time from and after the Original Issue Date and through and including the
      Expiration Date. At 5:00 p.m. Pacific time on the Expiration Date, the portion
      of this Warrant not exercised prior thereto shall be and become void and of
      no
      value. The Company may not call or redeem any portion of this Warrant without
      the prior written consent of the affected Holder.




5.  Delivery
      of Warrant Shares .




To
      effect
      exercises hereunder, the Holder shall not be required to physically surrender
      this Warrant unless the aggregate Warrant Shares represented by this Warrant
      is
      being exercised. Upon delivery of the Exercise Notice (in the form attached
      hereto) to the Company (with the attached Warrant Shares Exercise Log) at its
      address for notice set forth herein and upon payment of the Exercise Price
      multiplied by the number of Warrant Shares that the Holder intends to purchase
      hereunder, the Company shall promptly (but in no event later than five Trading
      Days after the Date of Exercise (as defined herein)) issue and deliver to the
      Holder, the Warrant Shares issuable upon such exercise, which, as required
      by
      the Subscription Agreement, shall bear the following legend, unless the Shares
      shall have been included in an effective registration statement under the 1933
      Act:





"THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY TO CALYPTE BIOMEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.”




(a)  A **“Date
      of Exercise”** means
      the date on which the Holder shall have delivered to the Company: (i) the
      Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
      completed and duly signed and (ii) if such Holder is not utilizing the cashless
      exercise provisions set forth in this Warrant, payment of the Exercise Price
      for
      the number of Warrant Shares so indicated by the Holder to be
      purchased.




(b)  If
      by the
      fifth Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5,
      then the Holder will have the right to rescind such exercise.




(c)  The
      Company's obligations to issue and deliver Warrant Shares in accordance with
      the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. Nothing herein shall
      limit a Holder's right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company's failure
      to
      timely deliver certificates representing Warrant Shares upon exercise of the
      Warrant as required pursuant to the terms hereof.




3




6.  Charges,
      Taxes and Expenses .
      Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
      be
      made without charge to the Holder for any issue or transfer tax, withholding
      tax, transfer agent fee or other incidental tax or expense in respect of the
      issuance of such certificates, all of which taxes and expenses shall be paid
      by
      the Company; provided, however, that the Company shall not be required to pay
      any tax which may be payable in respect of any transfer involved in the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant
      or
      receiving Warrant Shares upon exercise hereof.




7.  Replacement
      of Warrant .
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe. If a New Warrant is requested as a result of a mutilation of this
      Warrant, then the Holder shall deliver such mutilated Warrant to the Company
      as
      a condition precedent to the Company’s obligation to issue the New
      Warrant.




8.  Reservation
      of Warrant Shares .
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of Persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      9 ).
      The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and
      nonassessable.




9.  Certain
      Adjustments .
      The
      Exercise Price of Warrant Shares issuable upon exercise of this Warrant is
      subject to adjustment from time to time as set forth in this Section
      9 .




4




(a)  Stock
      Dividends and Splits .
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination.




(b)  Fundamental
      Transactions .
      If, at
      any time while this Warrant is outstanding there is a Fundamental Transaction,
      then the Holder shall have the right thereafter to receive, upon exercise of
      this Warrant, the same amount and kind of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the **“Alternate
      Consideration”** ).
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder's option and request, any successor to the Company
      or
      surviving entity in such Fundamental Transaction shall, either (1) issue to
      the
      Holder a new warrant substantially in the form of this Warrant and consistent
      with the foregoing provisions and evidencing the Holder's right to purchase
      the
      Alternate Consideration for the aggregate Exercise Price upon exercise thereof,
      or (2) purchase the Warrant from the Holder for a purchase price, payable in
      cash within five Trading Days after such request (or, if later, on the effective
      date of the Fundamental Transaction), equal to the Black Scholes value of the
      remaining unexercised portion of this Warrant on the date of such request.
      The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this paragraph (c) and insuring that the Warrant (or
      any
      such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.




(c)  Subsequent
      Equity Sales .




(i)  If
      the
      Company at any time prior to the one year anniversary of the Original Issue
      Date, shall issue shares of Common Stock or Common Stock Equivalents entitling
      any Person to acquire shares of Common Stock, at a price per share less than
      the
      Purchase Price (if the holder of the Common Stock or Common Stock Equivalent
      so
      issued shall at any time, whether by operation of purchase price adjustments,
      reset provisions, floating conversion, exercise or exchange prices or otherwise,
      or due to warrants, options or rights issued in connection with such issuance,
      be entitled to receive shares of Common Stock at a price less than the Purchase
      Price, such issuance shall be deemed to have occurred for less than the Exercise
      Price), then, the Exercise Price shall be reduced to equal a lower price that
      is
      defined as follows:




5




(ii)  The
      qualifying price per share that is below the Purchase Price times two. For
      example, if a sale of stock occurs 9 months after the OID at $0.04 per share,
      the Exercise Price would be adjusted to $0.08 per share for all unexercised
      warrants. Such adjustment shall be made whenever such Common Stock or Common
      Stock Equivalents are issued. The Company shall notify the Holder in writing,
      no
      later than the Trading Day following the issuance of any Common Stock or Common
      Stock Equivalent subject to this section, indicating therein the applicable
      issuance price, or of applicable reset price, exchange price, conversion price
      and other pricing terms.




(iii)  For
      purposes of this subsection 9(c), the following subsections (c)(ii)(l) to
      (c)(ii)(6) shall also be applicable:




(1)  Issuance
      of Rights or Options .
      In case
      at any time the Company shall in any manner grant (directly and not by
      assumption in a merger or otherwise) any warrants or other rights to subscribe
      for or to purchase, or any options for the purchase of, Common Stock or any
      stock or security convertible into or exchangeable for Common Stock (such
      warrants, rights or options being called **“Options”** and such
      convertible or exchangeable stock or securities being called **“Convertible
      Securities”** )
      whether
      or not such Options or the right to convert or exchange any such Convertible
      Securities are immediately exercisable, and the price per share for which Common
      Stock is issuable upon the exercise of such Options or upon the conversion
      or
      exchange of such Convertible Securities (determined by dividing (i) the sum
      (which sum shall constitute the applicable consideration) of (x) the total
      amount, if any, received or receivable by the Company as consideration for
      the
      granting of such Options, plus (y) the aggregate amount of additional
      consideration payable to the Company upon the exercise of all such Options,
      plus
      (z), in the case of such Options which relate to Convertible Securities, the
      aggregate amount of additional consideration, if any, payable upon the issue
      or
      sale of such Convertible Securities and upon the conversion or exchange thereof,
      by (ii) the total maximum number of shares of Common Stock issuable upon the
      exercise of such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options) shall be
      less
      than the Purchase Price in effect immediately prior to the time of the granting
      of such Options, then the total number of shares of Common Stock issuable upon
      the exercise of such Options or upon conversion or exchange of the total amount
      of such Convertible Securities issuable upon the exercise of such Options shall
      be deemed to have been issued for such price per share as of the date of
      granting of such Options or the issuance of such Convertible Securities and
      thereafter shall be deemed to be outstanding for purposes of adjusting the
      Exercise Price. Except as otherwise provided in subsection 9(c)(ii)(3), no
      adjustment of the Exercise Price shall be made upon the actual issue of such
      Common Stock or of such Convertible Securities upon exercise of such Options
      or
      upon the actual issue of such Common Stock upon conversion or exchange of such
      Convertible Securities.




6




(2)  Issuance
      of Convertible Securities .
      In case
      the Company shall in any manner issue (directly and not by assumption in a
      merger or otherwise) or sell any Convertible Securities, whether or not the
      rights to exchange or convert any such Convertible Securities are immediately
      exercisable, and the price per share for which Common Stock is issuable upon
      such conversion or exchange (determined by dividing (i) the sum (which sum
      shall
      constitute the applicable consideration) of (x) the total amount received or
      receivable by the Company as consideration for the issue or sale of such
      Convertible Securities, plus (y) the aggregate amount of additional
      consideration, if any, payable to the Company upon the conversion or exchange
      thereof, by (ii) the total number of shares of Common Stock issuable upon the
      conversion or exchange of all such Convertible Securities) shall be less than
      the Purchase Price in effect immediately prior to the time of such issue or
      sale, then the total maximum number of shares of Common Stock issuable upon
      conversion or exchange of all such Convertible Securities shall be deemed to
      have been issued for such price per share as of the date of the issue or sale
      of
      such Convertible Securities and thereafter shall be deemed to be outstanding
      for
      purposes of adjusting the Exercise Price, provided that (a) except as otherwise
      provided in subsection 9(c)(ii)(3), no adjustment of the Exercise Price shall
      be
      made upon the actual issuance of such Common Stock upon conversion or exchange
      of such Convertible Securities and (b) no further adjustment of the Exercise
      Price shall be made by reason of the issue or sale of Convertible Securities
      upon exercise of any Options to purchase any such Convertible Securities for
      which adjustments of the Exercise Price have been made pursuant to the other
      provisions of subsection 9(c).




(3)  Change
      in Option Price or Conversion Rate .
      Upon
      the happening of any of the following events, namely, if the purchase price
      provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the
      additional consideration, if any, payable upon the conversion or exchange of
      any
      Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2),
      or
      the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l)
      or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall
      change at any time (including, but not limited to, changes under or by reason
      of
      provisions designed to protect against dilution), the Exercise Price in effect
      at the time of such event shall forthwith be readjusted to the Exercise Price
      which would have been in effect at such time had such Options or Convertible
      Securities still outstanding provided for such changed purchase price,
      additional consideration or conversion rate, as the case may be, at the time
      initially granted, issued or sold. On the termination of any Option for which
      any adjustment was made pursuant to this subsection 9(c) or any right to convert
      or exchange Convertible Securities for which any adjustment was made pursuant
      to
      this subsection 9(c) (including without limitation upon the redemption or
      purchase for consideration of such Convertible Securities by the Company),
      the
      Exercise Price then in effect hereunder shall forthwith be changed to the
      Exercise Price which would have been in effect at the time of such termination
      had such Option or Convertible Securities, to the extent outstanding immediately
      prior to such termination, never been issued.




(4)  Stock
      Dividends .
      Subject
      to the provisions of this Section 9(c), in case the Company shall declare a
      dividend or make any other distribution upon any stock of the Company (other
      than the Common Stock) payable in Common Stock, Options or Convertible
      Securities, then any Common Stock, Options or Convertible Securities, as the
      case may be, issuable in payment of such dividend or distribution shall be
      deemed to have been issued or sold without consideration.




7




(5)  Consideration
      for Stock .
      In case
      any shares of Common Stock, Options or Convertible Securities shall be issued
      or
      sold for cash, the consideration received therefor shall be deemed to be the
      net
      amount received by the Company therefor, after deduction therefrom of any
      expenses incurred or any underwriting commissions or concessions paid or allowed
      by the Company in connection therewith. In case any shares of Common Stock,
      Options or Convertible Securities shall be issued or sold for a consideration
      other than cash, the amount of the consideration other than cash received by
      the
      Company shall be deemed to be the fair value of such consideration as determined
      in good faith by the Board of Directors of the Company, after deduction of
      any
      expenses incurred or any underwriting commissions or concessions paid or allowed
      by the Company in connection therewith. In case any Options shall be issued
      in
      connection with the issue and sale of other securities of the Company, together
      comprising one integral transaction in which no specific consideration is
      allocated to such Options by the parties thereto, such Options shall be deemed
      to have been issued for such consideration as determined in good faith by the
      Board of Directors of the Company. If Common Stock, Options or Convertible
      Securities shall be issued or sold by the Company and, in connection therewith,
      other Options or Convertible Securities (the **“Additional
      Rights”** )
      are
      issued, then the consideration received or deemed to be received by the Company
      shall be reduced by the fair market value of the Additional Rights (as
      determined using the Black-Scholes option pricing model or another method as
      may
      be determined by the Company).




(6)  Record
      Date .
      In case
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling them (i) to receive a dividend or other distribution
      payable in Common Stock, Options or Convertible Securities or (ii) to subscribe
      for or purchase Common Stock, Options or Convertible Securities, then such
      record date shall be deemed to be the date of the issue or sale of the shares
      of
      Common Stock deemed to have been issued or sold upon the declaration of such
      dividend or the making of such other distribution or the date of the granting
      of
      such right of subscription or purchase, as the case may be.




(iv)  Notwithstanding
      the foregoing, no issuances of Additional Shares will be made under this Section
      as a result of: (i) the issuance of Warrant Shares, (ii) the issuance of
      securities upon the exercise or conversion of any Common Stock or Common Stock
      Equivalents issued by the Company prior to the date hereof or any amendments,
      modifications or re-issuances thereof, (iii) the grant of options or warrants,
      or the issuance of additional securities, under any duly authorized Company
      stock option, restricted stock plan or stock purchase plan whether now existing
      or approved by the Company and its stockholders in the future, (iv) shares
      of
      Common Stock (including any shares of Common Stock issuable in respect of Common
      Stock Equivalents) issued or issuable as part of an equity line with Dutchess
      Capital Management up to $10 million, (v) shares of Common Stock or Common
      Stock
      Equivalents issued in connection with Strategic Transactions, (vi) the grant
      of
      options and warrants to consultants for bona fide consulting services as
      approved by the Company’s Board of Directors, or (vii) shares of Common Stock
      issued pursuant to Rule 144 at a price equal to or greater than 80% of the
      Purchase Price. For purposes of this Agreement “Common Stock Equivalents” shall
      mean any securities of the Company which entitle the holder thereof to acquire
      Common Stock at any time, including without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exchangeable for, or otherwise entitles the holder thereof
      to receive, Common Stock or other securities that entitle the holder to receive,
      directly or indirectly, Common Stock.




8




(v)  This
      Section 9 (c) is no longer applicable once the warrant has been
      exercised.




10.  Payment
      of Exercise Price . The
      Holder may pay the Exercise Price in cash by delivering to the Company
      immediately available funds.




11.  No
      Fractional Shares .
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. 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 closing price of one Warrant Share as reported by
      the
      applicable Trading Market on the date of exercise.




12.  Notices .
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile at the facsimile number specified
      in
      this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 6:30 p.m. (New York City time)
      on
      any Trading Day, (iii) the Trading Day following the date of mailing, if sent by
      nationally recognized overnight courier service, or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given. The addresses for such
      communications shall be: (i) if to the Company, to Calypte Biomedical
      Corporation, Attn: President, or to Facsimile No.: (971) 204-0282 (or such
      other
      address as the Company shall indicate in writing in accordance with this
      Section), or (ii) if to the Holder, to the address or facsimile number appearing
      on the Warrant Register or such other address or facsimile number as the Holder
      may provide to the Company in accordance with this Section.




13.  Warrant
      Agent .
      The
      Company shall serve as warrant agent under this Warrant. Upon 10 days' notice
      to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder's last address as shown on the Warrant
      Register.




14.  Miscellaneous .




(a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.


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(b)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Delaware, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of this
      Warrant and the transactions herein contemplated ( **“Proceedings”** )
      (whether brought against a party hereto or its respective Affiliates, employees
      or agents) shall be commenced exclusively in the Portland Courts. Each party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the Portland
      Courts for the adjudication of any dispute hereunder or in connection herewith
      or with any transaction contemplated hereby or discussed herein, and hereby
      irrevocably waives, and agrees not to assert in any Proceeding, any claim that
      it is not personally subject to the jurisdiction of any Portland Court, or
      that
      such Proceeding has been commenced in an improper or inconvenient forum. Each
      party hereto hereby irrevocably waives personal service of process and consents
      to process being served in any such Proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Warrant
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing contained herein shall be deemed to limit in any
      way
      any right to serve process in any manner permitted by law. Each party hereto
      hereby irrevocably waives, to the fullest extent permitted by applicable law,
      any and all right to trial by jury in any legal proceeding arising out of or
      relating to this Warrant or the transactions contemplated hereby. If either
      party shall commence a Proceeding to enforce any provisions of this Warrant,
      then the prevailing party in such Proceeding shall be reimbursed by the other
      party for its attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such Proceeding.




(c)  The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.




(d)  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.




(e)  Prior
      to
      exercise of this Warrant, the Holder hereof shall not, by reason of being a
      Holder, be entitled to any rights of a stockholder with respect to the Warrant
      Shares.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
      PAGE FOLLOWS]




10




IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.




**CALYPTE
              BIOMEDICAL CORPORATION**By:Name:
              Richard D. BrounsteinTitle:
              Executive Vice President




11


EXERCISE
      NOTICE


CALYPTE
      BIOMEDICAL CORPORATION


WARRANT
      DATED MARCH 28, 2007







The
      undersigned Holder hereby irrevocably elects to purchase _____________ shares
      of
      Common Stock pursuant to the above referenced Warrant. Capitalized terms used
      herein and not otherwise defined have the respective meanings set forth in
      the
      Warrant.




(1)  The
      undersigned Holder hereby exercises its right to purchase _________________
      Warrant Shares pursuant to the Warrant.




(2)  The
      holder shall pay the sum of $____________ to the Company in accordance with
      the
      terms of the Warrant.




(3)  Pursuant
      to this Exercise Notice, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.




(5) By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that in giving effect to the exercise evidenced hereby the Holder will
      not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934).





Dated:
                _______,
                _______
            
            Name
                of Holder/name on certificate:(Print)Mailing
                address for certificate:
            
            By:Name:Title:(Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)




12


Warrant
      Shares Exercise Log




Date
            Number
                of Warrant Shares Available to be Exercised
            Number
                of Warrant Shares Exercised
            Number
                of Warrant Shares Remaining to be Exercised





13


CALYPTE
      BIOMEDICAL CORPORATION




WARRANT
      ORIGINALLY ISSUED MARCH 28, 2007




WARRANT
      NO. [ ]




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 above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company 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 TransfereeIn
                  the presence of:


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