**THE
      SHARES OF** **COMMON** **STOCK
      SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND
      TRANSFER OF SUCH SHARES IS RESTRICTED BY THE TERMS OF THIS
      AGREEMENT.**







**SUBSCRIPTION
      AGREEMENT**







This
      SUBSCRIPTION AGREEMENT (the " **Agreement** ")
      is
      made by and between [_______] (the “ **Subscriber** ”)
      and Calypte
      Biomedical Corporation ,
      a Delaware corporation
      (the " **Company** ”).




The
      Subscriber hereby agrees to purchase, and the Company hereby agrees to issue
      and
      to sell to the Subscriber, [_______] shares (the “ **Shares** ”)
      of
      common stock of the Company, par value $0.03 per share (the " **Common
      Stock** ")
      set
      forth on the signature page, for a purchase price in cash equal to
      $[_______]  or $ 0.06 per
      share
      (the aggregate amount to be paid by the Subscriber shall be referred to as
      the
      " **Purchase
      Price** ")
      and a
      warrant (the “ **Warrant** ”)
      to
      purchase [_______]  Shares under the terms set forth in Exhibit
      A ,
      attached hereto. After acceptance of this agreement (the “ **Agreement** ”)
      by the
      Company and payment and delivery by the Subscriber to the Company of the
      Purchase Price in the form of payment pursuant to the terms of Section 7(b)
      of
      this Agreement, the Company shall issue and deliver to the Subscriber the
      Shares.





NOW,
      THEREFORE, in order to implement the foregoing and in consideration of the
      mutual representations, warranties, covenants and agreements contained herein
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the parties hereto agree as follows.




1.  Subscriber's
      Representations and Warranties .
      The
      Subscriber hereby represents and warrants to and agrees with the Company
      that:





( a )  Information
      on Company .
      The
      Subscriber has been furnished with the Company's Form 10-KSB for the year ended
      December 31, 2005 as filed with the Securities and Exchange Commission (the
      “ **Commission** ”)
      together with all subsequently filed Forms 10-QSB, 8-K, Proxy Statement, and
      other publicly available filings made with the Commission (hereinafter referred
      to collectively as the " **Reports** ").
      In
      addition, the Subscriber has received from the Company such other information
      concerning its operations, financial condition and other matters as the
      Subscriber has requested (such information in writing is collectively, the
      " **Other
      Written Information** "),
      and
      considered all factors the Subscriber deems material in deciding on the
      advisability of purchasing the Shares. The Subscriber has independently
      evaluated the merits of its decision to purchase the Shares pursuant to this
      Agreement.





( b )  Information
      on Subscriber .
      The
      Subscriber is an "accredited investor," as such term is defined in Regulation
      D
      of the Securities Act of 1933, as amended (the “ **1933
      Act** ”)
      Act or
      is part of a group of companies that is experienced in investments and business
      matters, has made investments of a speculative nature and has purchased
      securities of United States publicly-owned companies in private placements
      in
      the past and, with its representatives, has such knowledge and experience in
      financial, tax and other business matters as to enable the Subscriber to utilize
      the information made available by the Company to evaluate the merits and risks
      of and to make an informed investment decision with respect to the proposed
      purchase, which represents a speculative investment. The Subscriber is not
      a
      registered broker-dealer under Section 15 of the Securities Exchange Act of
      1934, as amended. The Subscriber is a natural person or an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with the requisite corporate or partnership
      power and authority to enter into and to consummate the transactions
      contemplated by this Agreement and otherwise to carry out its obligations
      hereunder. The execution, delivery and performance by the Subscriber of the
      transactions contemplated by this Agreement has been duly authorized by all
      necessary corporate or, if the Subscriber is not a corporation, such
      partnership, limited liability company or other applicable like action, on
      the
      part of the Subscriber. This Agreement has been duly executed by the Subscriber
      and when delivered by the Subscriber in accordance with terms hereof, will
      constitute the valid and legally binding obligation of the Subscriber,
      enforceable against it in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application. The Subscriber is able to
      bear the risk of such investment for an indefinite period and to afford a
      complete loss thereof. The information set forth on the signature page hereto
      regarding the Subscriber is accurate.




1




(c)  Purchase
      of Shares and Investment Intent .
      On the
      Closing Date, the Subscriber will purchase the Shares for its own account for
      the Purchase Price. The Subscriber is acquiring the Shares as principal for
      its
      own account for investment purposes only and not with a view to or for
      distributing or reselling such Shares or any part thereof, without prejudice,
      however, to the Subscriber’s right at all times to sell or otherwise dispose of
      all or any part of such Shares in compliance with applicable federal and state
      securities laws. Subject to the immediately preceding sentence, nothing
      contained herein shall be deemed a representation or warranty by such Investor
      to hold the Shares for any period of time. Such Investor is acquiring the Shares
      hereunder in the ordinary course of its business. Such Investor does not have
      any agreement or understanding, directly or indirectly, with any person to
      distribute any of the Shares.





(d)  Certain
      Trading Activities .
      The
      Subscriber has not directly or indirectly, nor has any person acting on behalf
      of or pursuant to any understanding with the Subscriber, engaged in any trading
      in any securities of the Company (including, without limitations, any Short
      Sales (defined below) involving the Company’s securities) during the 20 trading
      days immediately preceding the Closing. For purposes of this Section, **"Short
      Sales"** include,
      without limitation, all “short sales” as defined in Rule 3b-3 of the Exchange
      Act and include all types of direct and indirect stock pledges, forward sale
      contracts, options, puts, calls, short sales, swaps and similar arrangements
      (including on a total return basis), and sales and other transactions through
      non-US broker dealers or foreign regulated brokers having the effect of hedging
      the securities or investment made under this Agreement. As of the date of this
      Agreement, the Subscriber has no open short position in the Common Stock, and
      covenants that neither he, she or it nor any person acting on his, her or its
      behalf or pursuant to any understanding with it will engage in any Short Sales
      prior to the public disclosure of the material terms of this transaction by
      the
      Company.





(e)  Compliance
      with Securities Act .
      The
      Subscriber understands and agrees that the Shares have not been registered
      under
      the 1933 Act, by reason of their issuance in a transaction that does not require
      registration under the 1933 Act (based in part on the accuracy of the
      representations and warranties of the Subscriber contained herein), and that
      such Shares must be held unless a subsequent disposition is registered under
      the
      1933 Act or is exempt from such registration.




2





(e)  Legend
      on Shares .
      The
      Shares 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.”





(f)  Communication
      of Offer .
      The
      offer to sell the Shares was directly communicated to the Subscriber. At no
      time
      was the Subscriber presented with or solicited by any leaflet, newspaper or
      magazine article, radio or television advertisement, or any other form of
      general advertising or solicited or invited to attend a promotional meeting
      otherwise than in connection and concurrently with such communicated
      offer.





(g)  Certain Trading Activities .
      The
      Subscriber has not directly or indirectly, nor has any person acting on behalf
      of or pursuant to any understanding with the Subscriber, engaged in any trading
      in any securities of the Company (including, without limitations, any Short
      Sales (defined below) involving the Company’s securities) during the 20 trading
      days immediately preceding the Closing. For purposes of this Section, **"Short
      Sales"** include,
      without limitation, all “short sales” as defined in Rule 3b-3 of the Securities
      Exchange Act of 1934, as amended, and include all types of direct and indirect
      stock pledges, forward sale contracts, options, puts, calls, short sales, swaps
      and similar arrangements (including on a total return basis), and sales and
      other transactions through non-U.S. broker dealers or foreign regulated brokers
      having the effect of hedging the securities or investment made under this
      Agreement. As of the date of this Agreement, the Subscriber has no open short
      position in the Common Stock, and covenants that neither it nor any person
      acting on its behalf or pursuant to any understanding with it will engage in
      any
      Short Sales prior to the public disclosure of the material terms of this
      transaction by the Company.




(h)  Correctness
      of Representations .
      The
      Subscriber represents that the foregoing representations and warranties are
      true
      and correct as of the date hereof and, unless the Subscriber otherwise notifies
      the Company prior to the Closing Date (as hereinafter defined), shall be true
      and correct as of the Closing Date. The foregoing representations and warranties
      shall survive the Closing Date.





2 .  Company
      Representations and Warranties .
      The
      Company represents and warrants to and agrees with the Subscriber
      that:





( a )  Due
      Incorporation .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has the requisite corporate power
      to
      own its properties and to carry on its business as now being conducted. The
      Company is duly qualified as a foreign corporation to do business and is in
      good
      standing in each jurisdiction where the nature of the business conducted or
      property owned by it makes such qualification necessary, other than those
      jurisdictions in which the failure to so qualify would not have a material
      adverse effect on the business, operations or financial condition of the
      Company.




3





( b )  Outstanding
      Stock .
      All
      issued and outstanding shares of capital stock of the Company have been duly
      authorized and validly issued and are fully paid and
      non-assessable.





( c )  Authority;
      Enforceability .
      This
      Agreement has been duly authorized, executed and delivered by the Company and
      is
      valid and binding agreement enforceable in accordance with its terms, subject
      to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
      similar laws of general applicability relating to or affecting creditors' rights
      generally and to general principles of equity; and the Company has full
      corporate power and authority necessary to enter into this Agreement and to
      perform its obligations hereunder.





(d)  Shares
      Duly Authorized .
      The
      Shares when issued and delivered in accordance with the terms of this Agreement,
      will be duly authorized, validly issued, fully paid and
      non-assessable.





(e)   Stop
      Transfer .
      The
      Shares are restricted securities as of the date of this Agreement. The Company
      will not issue any stop transfer order or other order impeding the sale, resale
      or delivery of the Stock, except as may be required by federal securities
      laws.





(f)   No
      General Solicitation .
      Neither
      the Company, nor any of its affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation S or D under the Act)
      in
      connection with the offer or sale of the Shares.





3 .  Regulation
      D Offering .
      This
      Offering is being made pursuant to the exemption from the registration
      provisions of the 1933 Act afforded by Regulation D thereunder.





4 .  Reissuance
      of Shares .
      The
      Company agrees to issue and deliver to the Subscriber, at the Company’s expense,
      replacement certificates for the Shares and shares underlying the Warrants
      (the
“ **Warrant
      Shares** ”)
      previously issued that are free of the legend set forth in Section 1(e) above
      at
      such time as (a) the holder thereof is permitted to and disposes of such Shares
      pursuant to Rule 144(d) and/or Rule 144(k) of the 1933 Act in the opinion of
      counsel reasonably satisfactory to the Company, or (b) upon resale of the Shares
      pursuant to an effective registration statement under the 1933 Act. The Company
      agrees to cooperate with the Subscriber in connection with all resales pursuant
      to Rule 144(d) and Rule 144(k) of the 1933 Act and provide legal opinions
      necessary to allow such resales provided the Company and its counsel receive
      requested written representations from the Subscriber and selling broker, if
      any.





5 .  Registration
      Rights .





(a)   The
      Company agrees that it will register the Shares for resale in the next
      registration statement on Form SB-2 or other similar form that it files with
      the
      Securities and Exchange Commission under the 1933 Act. The Company will use
      its
      best efforts to file such registration statement and to achieve and maintain
      its
      effectiveness. The Company will not include the Warrant Shares in such
      registration statement; however the Warrant Shares will be eligible for resale
      by the Subscriber under the terms of Rule 144 of the 1933 Act. The Company
      will
      pay all expenses incident to the registration of the Shares hereunder and the
      Company’s performance of or compliance with this Agreement.




4





(b)  The
      Seller will furnish to the Company in writing such information and
      representation letters with respect to itself and the proposed distribution
      by
      it as reasonably shall be necessary in order to assure compliance with federal
      and state securities laws.




6.  Certain
      Adjustments for Additional Shares .
      If,
      prior to the first year anniversary of the Closing Date, the Company issues
      any
      shares of Common Stock or any Common Stock Equivalents (as defined below)
      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 Purchase Price), then, in connection with each such issuance of Common
      Stock or Common Stock Equivalents for a purchase price that is less than the
      Purchase Price, the Company shall immediately issue additional shares of Common
      Stock (the “ **Additional
      Shares** ”)
      to the
      Subscriber for no additional consideration. The number of Additional Shares
      issuable to the Subscriber will equal: (a) the Purchase Price minus the lowest
      price per share of the Common Stock or Common Stock Equivalents offered or
      sold
      that trigger an obligation under this Section divided by (b) the Purchase Price,
      multiplied by (c) the number of Shares then held by the Subscriber. The
      Additional Shares shall not be entitled to registration rights. 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 reissuances 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, not to exceed $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) s hares
      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.




7.  Fees
      and Expenses .
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement. The Company shall pay all stamp and other taxes and duties levied
      in
      connection with the issuance of the Securities.





8.  Miscellaneous .




5





(a)  Notices .
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company to Calypte Biomedical
      Corporation, 5 Centerpointe Drive, Suite 400, Lake Oswego, Oregon 97035,
      facsimile number: (917) 204-0284,  and
      (ii)
      if to the Subscriber, to the name, address and facsimile number set forth on
      the
      signature page hereto.





(b)  Closing .
      The
      closing of the transactions contemplated by this Agreement (the “ **Closing** ”)
      shall
      take place on February [ ], 2007 at 5:00 p.m. (Pacific Standard Time) or such
      other location and time as may be determined by the Company at the offices
      of
      Paula Winner Barnett, Esq., 17967 Boris Drive, Encino, California, 91316. At
      the
      Closing, the Subscriber shall deliver to the Company the Purchase Price in
      United States dollars and in immediately available funds, by certified check
      sent by Federal Express to:





Calypte
      Biomedical Corp.


5
      Centerpointe Drive, Suite 400


Lake
      Oswego, OR 97035


Attn:
      Corporate Secretary




-Or-




By
      wire
      transfer to the following account:


Pay
                  to:
              FC
                  - Silicon Valley Bank3003
                  Tasman DriveSanta
                  Clara, CA 95054, USARouting
                  & Transit #:
              \\FW:121140399Swift
                  Code:
              SVBKUS6SFor
                  Credit of:
              Calypte
                  Biomedical CorporationFinal
                  Credit Account #:
              FNC
                  - 3300349200




(c)  Entire
      Agreement; Assignment .
      This
      Agreement represents the entire agreement between the parties hereto with
      respect to the subject matter hereof and may be amended only by a writing
      executed by both parties. No right or obligation of either party shall be
      assigned by that party without the written consent of the other party.




6




(d)  Execution .
      This
      Agreement may be executed in separate counterparts, each of which shall be
      deemed an original and both of which shall constitute one and the same document.
      This Agreement may be executed by facsimile transmission.





(e)  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Oregon without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      Oregon or in the federal courts located in the state of Oregon. Both parties
      and
      the individuals executing this Agreement agree to submit to the jurisdiction
      of
      such courts and waive trial by jury. The prevailing party shall be entitled
      to
      recover from the other party its reasonable attorney's fees and costs. In the
      event that any provision of this Agreement or any other agreement delivered
      in
      connection herewith is invalid or unenforceable under any applicable statute
      or
      rule of law, then such provision shall be deemed inoperative to the extent
      that
      it may conflict therewith and shall be deemed modified to conform with such
      statute or rule of law. Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of any agreement.





(f)  Specific
      Enforcement, Consent to Jurisdiction .
      The
      Company and the Subscriber acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement were not
      performed in accordance with their specific terms or were otherwise breached.
      It
      is accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent or cure breaches of the provisions of this Agreement
      and
      to enforce specifically the terms and provisions hereof or thereof, this being
      in addition to any other remedy to which any of them may be entitled by law
      or
      equity. Subject to Section 7(e) hereof, each of the Company and the Subscriber
      hereby waives, and agrees not to assert in any such suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of such court,
      that the suit, action or proceeding is brought in an inconvenient forum or
      that
      the venue of the suit, action or proceeding is improper. Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law.





7


**IN
      WITNESS WHEREOF** ,
      the
      parties have hereby executed this Agreement as of the day set forth in the
      acceptance set forth below.




SUBSCRIBER
              NAME:Number
                of Shares which Subscriber
              Desires
                to PurchaseBy:Dollar
                Amount of Subscription
              Tendered
                by Subscriber(Street
                Address)(City
                and State)
            (Zip
                Code)Telephone
                Number




**ACCEPTANCE**




The
      foregoing subscription is hereby accepted, subject to the terms and conditions
      hereof, as of February _____, 2007 .




**CALYPTE
                  BIOMEDICAL CORPORATION**Amount
                  of Subscription AcceptedBy:Number
                  of Shares
              
              Name:
                  Richard BrounsteinTitle:
                  Executive Vice President




8