**THE
      SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT 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 SUBSCRIBER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY.**






**SUBSCRIPTION
      AGREEMENT**






This
      SUBSCRIPTION AGREEMENT (the " **Agreement** ")
      is
      made by and between the subscriber hereto (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, the number of shares (the “ **Shares** ”)
      of
      common stock of the Company, par value $.03 per share (the " **Common
      Stock** ")
      set
      forth on the signature page, for a purchase price in cash equal to $0.052 per
      share (the aggregate amount to be paid by the Subscriber shall be referred
      to as
      the " **Purchase
      Price** ")
      and
      warrants (the “ **Warrants** ”)
      to
      purchase an additional one hundred fifty percent (150%) of the number of Shares
      purchased (the “ **Warrant**  **Shares** ”)
      under
      the terms set forth in the Warrants attached hereto as Exhibit A and Exhibit
      B .
      The
      Shares and Warrant Shares are collectively hereinafter referred to as the
“ **Securities** .”
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 wire transfer pursuant to the terms of Section
      8(b) of this Agreement, the Company shall issue and deliver to the Subscriber
      the Securities.





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 Securities.




1





( b )  Information
      on Subscriber .
      The
      Subscriber is and was not a “U.S. person,” as defined in Regulation S of the
      Securities Act of 1933, as amended (the “ **1933
      Act** ”),
      at
      the time the offer or sale of the Securities is made. Additionally, the
      Subscriber is an "accredited investor," as such term is defined in Regulation
      D
      of the 1933 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 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.





(c)  Purchase
      of Securities and Investment Intent .
      On the
      Closing Date, the Subscriber will purchase the Securities for its own account
      for the Purchase Price. The Subscriber is acquiring the Securities as principal
      for its own account for investment purposes only and not with a view to or
      for
      distributing or reselling such Securities 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 Securities 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 Securities for any period of time. Such Investor
      is
      acquiring the Securities 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 Securities. The Subscriber also
      represents that its purchase of the Securities is intended to be made as an
      “ **Offshore
      Transaction** ”
as
      defined in Regulation S.





(d)  Compliance
      with Securities Act .
      The
      Subscriber understands and agrees that the Securities 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 Securities must be held unless a subsequent disposition is registered
      under
      the 1933 Act or is exempt from such registration.




2





(e)  Legend
      on Securities .
      The
      Securities shall bear the following legend, unless the Securities 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 Securities 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 (the “ **1934
      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-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, 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 and Warrant 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
      Securities 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 Securities.





3 .  Regulation
      S Offering .
      This
      Offering is being made pursuant to the exemption from the registration
      provisions of the 1933 Act afforded by Regulation S 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 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 and Warrant
      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 and Warrant 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 and Warrant Shares for resale
      on
      Form SB-2 or other similar form that it files with the Securities and Exchange
      Commission under the Securities Act. The Company will use its best efforts
      (1)
      to file such registration statement no later than 45 days
      after the Closing Date and (2) to achieve its effectiveness within 120 days
      after the Closing Date. The Company will pay all expenses incident to the
      registration of the Shares and Warrant 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 of 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.




5





8.  Miscellaneous .





(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 or before March 28, 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 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.




(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.




6





(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 PurchaseDollar
                  Amount of Subscription
                Tendered
                  by Subscriber
              
              By:(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 March_____, 2007 .
  **CALYPTE
                    BIOMEDICAL CORPORATION**Amount
                    of Subscription AcceptedBy:Number
                    of Securities
                
                Name:
                    Richard BrounsteinTitle:
                    Executive Vice President
 8