INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT (this "Agreement"),  made as of this _____ day of
_____,  2004  by  and  between  Calypte  Biomedical   Corporation,   a  Delaware
corporation (the  "Company"),  and [NAME OF INDIVIDUAL]  (the  "Indemnitee"),  a
director [and] [officer] of the Company.

     WHEREAS,  the  Indemnitee  is currently  serving [has agreed to serve] as a
[director]  [and]  [officer]  of the Company and in such  capacity  has rendered
[will render] valuable services to the Company;

     WHEREAS,  the Company has  investigated the availability and sufficiency of
directors'   and   officers'   liability   insurance   and  Delaware   statutory
indemnification  provisions  to provide its directors and officers with adequate
protection  against various legal risks and potential  liabilities to which such
individuals  are subject due to their positions with the Company and the Company
has  concluded  that  such  insurance  and  statutory   provisions  may  provide
inadequate and unacceptable protection to certain individuals requested to serve
as its directors and officers; and

     WHEREAS,  in order to induce and encourage  highly  experienced and capable
persons  such as the  Indemnitee  [to  continue] to serve as  [directors]  [and]
[officers]  of the Company,  the Board of Directors  has  determined,  after due
consideration  and  investigation  of the terms and provisions of this Agreement
and the various other  alternatives  available to the Company and the Indemnitee
in lieu hereof,  that this  Agreement is not only  reasonable  and prudent,  but
necessary  to promote  and  ensure the best  interests  of the  Company  and its
stockholders;

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
hereinafter  set forth,  and other good and valuable  consideration,  including,
without limitation,  the [continued]  service of the Indemnitee,  the receipt of
which  hereby  is  acknowledged,  and in  order to  induce  the  Indemnitee  [to
continue] to serve as a [director]  [and] [officer] of the Company,  the Company
and the Indemnitee hereby agree as follows:

     1.   Definitions. As used in this Agreement:

          (a) "Change in Control"  shall mean a change in control of the Company
of a nature  that would be  required  to be reported in response to Item 5(f) of
Schedule  14A of  Regulation  14A (or in  response  to any  similar  item on any
similar or successor schedule or form) promulgated under the Securities Exchange
Act of 1934, as amended,  and the rules and regulations  promulgated  thereunder
(collectively,  the "Act"),  whether or not the Company is then  subject to such
reporting  requirement;  provided,  however,  that, without  limitation,  such a
Change  in  Control  shall  be  deemed  to have  occurred  (irrespective  of the
applicability of the initial clause of this definition) if (i) any individual or
entity or any  group or person  (as such  terms are used in  Sections  13(d) and
14(d)  of the  Act,  but  excluding  any  trustee  or  other  fiduciary  holding
securities  pursuant to an employee  benefit or welfare  plan or employee  stock
plan of the Company or any subsidiary of the Company,  or any entity  organized,
appointed, established or

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holding securities of the Company with voting power for or pursuant to the terms
of any such plan) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under  the  Act),   directly  or  indirectly,   of  securities  of  the  Company
representing  40% or more of the  combined  voting power of the  Company's  then
outstanding  securities without the prior approval of at least two-thirds of the
Continuing  Directors  (as defined  below) in office  immediately  prior to such
person's  attaining  such  interest;  (ii) the Company is not the  continuing or
surviving corporation of a merger or consolidation of the Company or pursuant to
which shares of the Company's voting stock would converted into cash, securities
or other  property,  other than a merger of the  Company in which the holders of
such stock immediately prior to the merger have the same proportionate ownership
of such stock of the surviving corporation  immediately after such merger; (iii)
the  Company  sells,   leases,   exchanges  or  otherwise  disposes  of  all  or
substantially  all of its assets or liquidates or dissolves,  or (iv) during any
period of two consecutive years, individuals who at the beginning of such period
constituted  the Board of Directors of the Company  (including  for this purpose
any new director  whose  election or  nomination  for election by the  Company's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office  who were  directors  at the  beginning  of such  period)  (such
directors  being  referred to herein as  "Continuing  Directors")  cease for any
reason  to  constitute  at least a  majority  of the Board of  Directors  of the
Company.

          (b) "Disinterested Director" with respect to any request by the
Indemnitee for indemnification or advancement of expenses hereunder shall mean a
director of the  Company  who  neither is nor was a party to the Proceeding  (as
defined  below)  in  respect  of  which  indemnification or advancement is being
sought by the Indemnitee.

          (c) The term "Expenses" shall mean,  without  limitation,  expenses of
Proceedings,  including attorneys' fees, disbursements and retainers, accounting
and witness fees,  expenses  related to the preparation or service as a witness,
travel  and  deposition   costs,   expenses  of   investigations,   judicial  or
administrative  proceedings  and  appeals,  amounts  paid  in  settlement  of  a
Proceeding  by or on behalf of the  Indemnitee,  costs of  attachment or similar
bonds,  any  expenses of  attempting  to establish  or  establishing  a right to
indemnification or advancement of expenses,  under this Agreement, the Company's
Certificate  of  Incorporation  or  Bylaws,  applicable  law or  otherwise,  and
reasonable  compensation for time spent by the Indemnitee in connection with the
investigation,  defense or appeal of a Proceeding or action for  indemnification
for which the  Indemnitee  is not  otherwise  compensated  by the Company or any
third  party.  The term  "Expenses"  shall not include the amount of  judgments,
fines,  interest or  penalties,  or excise  taxes  assessed  with respect to any
employee benefit or welfare plan, which are actually levied against or sustained
by the Indemnitee to the extent sustained after final adjudication.

          (d) The  term  "Independent  Legal  Counsel"  shall  mean  any firm of
attorneys  selected by lot from a list  consisting  of firms which meet  minimum
size  criteria  and  other  reasonable  criteria  established  by the  Board  of
Directors of the Company,  so long as such firm has not represented the Company,
the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to
the Company, within the preceding five years. Notwithstanding the foregoing, the
term  "Independent  Legal  Counsel"  shall not  include  any person  who,  under
applicable  standards  of  professional  conduct then  prevailing,  would have a
conflict of interest in representing  either the Company or the Indemnitee in an
action to determine the Indemnitee's

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right to  indemnification  or advancement of expenses under this Agreement,  the
Company's Certificate of Incorporation or Bylaws, applicable law or otherwise.

          (e) The term  "Proceeding"  shall  mean  any  threatened,  pending  or
completed action, suit, arbitration,  alternate dispute resolution mechanism, or
any other  proceeding  (including,  without  limitation,  an appeal  therefrom),
formal or  informal,  whether  brought in the name of the Company or  otherwise,
whether  of a civil,  criminal,  administrative  or  investigative  nature,  and
whether by, in or involving a court or an administrative,  other governmental or
private entity or body (including,  without limitation,  an investigation by the
Company  or its  Board  of  Directors),  by  reason  of (i) the  fact  that  the
Indemnitee is or was a [director]  [or]  [officer] of the Company,  or is or was
serving at the request of the Company as an agent of another enterprise, whether
or not the  Indemnitee  is serving in such capacity at the time any liability or
expense is incurred for which indemnification or reimbursement is to be provided
under this  Agreement,  (ii) any actual or alleged act or omission or neglect or
breach of duty,  including,  without limitation,  any actual or alleged error or
misstatement or misleading  statement,  which the Indemnitee  commits or suffers
while  acting  in any such  capacity,  or (iii)  the  Indemnitee  attempting  to
establish or establishing a right to  indemnification or advancement of expenses
pursuant to this  Agreement,  the  Company's  Certificate  of  Incorporation  or
Bylaws, applicable law or otherwise.

          (f) The phrase  "serving  at the request of the Company as an agent of
another  enterprise" or any similar  terminology  shall mean, unless the context
otherwise  requires,  (i)  serving at the  request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
limited  liability  company,  trust,  employee  benefit or welfare plan or other
enterprise,  foreign  or  domestic,  and (ii)  serving as a  director,  officer,
employee or agent of a corporation  which was a predecessor  corporation  of the
Company or of another enterprise at the request of such predecessor corporation.
The phrase  "serving  at the  request of the  Company"  shall  include,  without
limitation,  any service as a [director]  [or]  [officer]  of the Company  which
imposes duties on, or involves  services by, such [director] [or] [officer] with
respect  to  the  Company  or any of  the  Company's  subsidiaries,  affiliates,
employee benefit or welfare plans, such plan's  participants or beneficiaries or
any other  enterprise,  foreign or  domestic.  In the event that the  Indemnitee
shall  be a  director,  officer,  employee  or  agent  of  another  corporation,
partnership,  joint venture,  limited liability company, trust, employee benefit
or welfare plan or other  enterprise,  foreign or  domestic,  40% or more of the
common stock,  combined  voting power or total equity interest of which is owned
by the Company or any subsidiary or affiliate thereof, then it shall be presumed
conclusively that the Indemnitee is so acting at the request of the Company.

     2.   Services by the  Indemnitee.  The  Indemnitee  agrees [to continue] to
serve  as a  [director]  [and]  [officer]  of the  Company  [at the  will of the
Company] [under the terms of the Indemnitee's agreement with the Company] for so
long as the  Indemnitee is duly elected and  qualified,  appointed or until such
time as the  Indemnitee  tenders a  resignation  in  writing  or is removed as a
[director] [or]  [officer];  provided,  however,  that the Indemnitee may at any
time and for any  reason  resign  from  [either  or both  of]  such  position[s]
(subject to any other  contractual  obligation  or other  obligation  imposed by
operation of law).

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     3.   Proceeding  Other Than a Proceeding By or In the Right of the Company.
The Company shall  indemnify the  Indemnitee if the  Indemnitee is a party to or
threatened  to be made a party to or is  otherwise  involved  in any  Proceeding
(other than a Proceeding by or in the right of the Company to procure a judgment
in its favor),  by reason of the fact that the Indemnitee is or was a [director]
[or]  [officer]  of the  Company,  or is or was  serving  at the  request of the
Company as an agent of another  enterprise,  against  all  Expenses,  judgments,
fines,  interest or  penalties,  and excise taxes  assessed  with respect to any
employee benefit or welfare plan, which are actually and reasonably  incurred by
the  Indemnitee in  connection  with such a  Proceeding,  to the fullest  extent
permitted  by  applicable  law;  provided,  however,  that any  settlement  of a
Proceeding must be approved in advance in writing by the Company.

     4.   Proceedings  By or In the  Right of the  Company.  The  Company  shall
indemnify  the  Indemnitee  if the  Indemnitee is a party to or threatened to be
made a party to or is otherwise involved in any Proceeding by or in the right of
the  Company to  procure a judgment  in its favor by reason of the fact that the
Indemnitee is or was a [director]  [or]  [officer] of the Company,  or is or was
serving at the request of the Company as an agent of another enterprise, against
all Expenses, judgments, fines, interest or penalties, and excise taxes assessed
with respect to any  employee  benefit or welfare  plan,  which are actually and
reasonably  incurred  by the  Indemnitee  in  connection  with  the  defense  or
settlement of such a Proceeding,  to the fullest extent  permitted by applicable
law.

     5.   Indemnification  for  Costs,   Charges  and  Expenses  of  Witness  or
Successful Party.  Notwithstanding any other provision of this Agreement (except
as set  forth in  subparagraph  9(a)  hereof),  and  without a  requirement  for
determination  as  required  by  Paragraph  8  hereof,  to the  extent  that the
Indemnitee  (a)  has  prepared  to  serve  or has  served  as a  witness  in any
Proceeding  in any way  relating  to (i)  the  Company  or any of the  Company's
subsidiaries,  affiliates,  employee  benefit  or  welfare  plans,  such  plan's
participants or beneficiaries or any other enterprise,  foreign or domestic,  or
(ii) anything done or not done by the Indemnitee as a [director]  [or] [officer]
of  the  Company,  as  a  director,   officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  limited  liability  company,  trust,
employee benefit or welfare plan or other enterprise, foreign or domestic, or as
a director,  officer, employee or agent of a corporation which was a predecessor
corporation  of the  Company or of another  enterprise,  at the  request of such
predecessor corporation, or (b) has been successful in defense of any Proceeding
or in defense of any claim, issue or matter therein, on the merits or otherwise,
including the dismissal of a Proceeding without prejudice or the settlement of a
Proceeding   without  an  admission  of  liability,   the  Indemnitee  shall  be
indemnified  against  all  Expenses  actually  and  reasonably  incurred  by the
Indemnitee in connection therewith to the fullest extent permitted by applicable
law.

     6.   Partial Indemnification. If the Indemnitee is entitled under any
provision of this Agreement to  indemnification  by the Company for a portion of
the Expenses,  judgments, fines, interest or penalties, or excise taxes assessed
with respect to any  employee  benefit or welfare  plan,  which are actually and
reasonably incurred by the Indemnitee in the investigation,  defense,  appeal or
settlement  of any  Proceeding,  but not,  however,  for the total amount of the
Indemnitee's Expenses,  judgments, fines, interest or penalties, or excise taxes
assessed with respect to any employee  benefit or welfare plan, then the Company
shall  nevertheless indemnify

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<PAGE>

the  Indemnitee  for the portion of such Expenses,  judgments,  fines,  interest
penalties or excise taxes to which the Indemnitee is entitled.

     7.   Advancement  of Expenses.  The Expenses  incurred by the Indemnitee in
any  Proceeding  shall be paid  promptly  by the Company in advance of the final
disposition  of the  Proceeding at the written  request of the Indemnitee to the
fullest  extent  permitted  by  applicable  law;  provided,  however,  that  the
Indemnitee  shall  set  forth in such  request  reasonable  evidence  that  such
Expenses  have  been  incurred  by  the  Indemnitee  in  connection   with  such
Proceeding, a statement that such Expenses do not relate to any matter described
in subparagraph  9(a) of this Agreement,  and an undertaking in writing to repay
any advances if it is ultimately  determined as provided in subparagraph 8(b) of
this Agreement that the Indemnitee is not entitled to indemnification under this
Agreement.

     8.   Indemnification Procedure; Determination of Right to Indemnification.

          (a)  Promptly  after  receipt  by  the  Indemnitee  of  notice  of the
commencement  of  any  Proceeding,   the  Indemnitee   shall,  if  a  claim  for
indemnification  or  advancement  of Expenses  in respect  thereof is to be made
against the Company under this Agreement, notify the Company of the commencement
thereof in writing.  Such notice shall be given to the secretary of the Company,
who  shall  promptly  advise  the  Board of  Directors  of the  Company  of such
notification.  The omission by the  Indemnitee to so notify the Company will not
relieve  the  Company  from any  liability  which  the  Company  may have to the
Indemnitee under this Agreement,  unless the Company shall have lost significant
substantive  or procedural  rights with respect to the defense of any Proceeding
as a result of such omission to so notify.

          (b)  The  Indemnitee  shall be  conclusively  presumed to have met the
relevant  standards  of  conduct,  if any,  as defined by  applicable  law,  for
indemnification  pursuant to this Agreement and shall be absolutely  entitled to
such indemnification, unless a determination by clear and convincing evidence is
made  that  the  Indemnitee  has not met  such  standards  by (i) the  Board  of
Directors by a majority vote of the Disinterested Directors (whether or not they
constitute a quorum of the Board of  Directors),  (ii) the  stockholders  of the
Company by majority vote of a quorum thereof  consisting of stockholders who are
not parties to the Proceeding due to which a claim for  indemnification  is made
under this Agreement,  (iii) Independent Legal Counsel as set forth in a written
opinion (it being understood that such Independent Legal Counsel shall make such
determination only if there are no Disinterested  Directors or if a majority the
Disinterested Directors so directs and that such Independent Legal Counsel shall
be selected by the Board of Directors and shall be reasonably  acceptable to the
Indemnitee), or (iv) a court of competent jurisdiction;  provided, however, that
if a Change of Control  shall have  occurred and the  Indemnitee  so requests in
writing, such determination shall be made only by Independent Legal Counsel or a
court of  competent  jurisdiction,  as  requested  by the  Indemnitee  (it being
understood  that in such  event the  Indemnitee  shall  select  the court or any
Independent Legal Counsel).

          (c)  If either a claim for (x)  advancement  of  Expenses  under  this
Agreement is not paid by the Company within 20 days after receipt by the Company
of written notice thereof (together with the undertaking required by Paragraph 7
hereof) or (y)  indemnification  under this Agreement is not paid by the Company
within 60 days after receipt by

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the  Company of written  notice  thereof,  regardless  of the  reasons  for such
failure,  then the Indemnitee  shall be deemed to be, and shall be,  entitled to
such advancement or indemnification, unless (A) the Indemnitee misrepresented or
failed to  disclose a material  fact in making the request  for  advancement  or
indemnification  or in any supporting  documentation  or (B) such advancement or
indemnification  is  prohibited  by law. In such  event,  or in the event that a
determination is made that the Indemnitee is not entitled to such advancement or
indemnification, then the rights provided by this Agreement shall be enforceable
by the  Indemnitee,  at his  [her]  sole  election,  in any  court of  competent
jurisdiction or an arbitration to be conducted by a single  arbitrator  pursuant
to the Rules of the American Arbitration  Association.  Such judicial proceeding
or  arbitration  shall be made de novo.  The  burden  of  proving  by clear  and
convincing  evidence that advances or  indemnification  are not permitted  under
this Agreement shall be on the Company.  Neither the failure of the directors or
stockholders  of the  Company  or  Independent  Legal  Counsel  to  have  made a
determination  prior to the commencement of such action that  indemnification or
advancement  of Expenses is proper in the  circumstances  because the Indemnitee
has met the applicable standard of conduct, if any, nor an actual  determination
by the directors or  stockholders  of the Company or  Independent  Legal Counsel
that the Indemnitee  has not met the  applicable  standard of conduct shall be a
defense to an action or  arbitration  by the  Indemnitee or create a presumption
for the purpose of such an action or arbitration that the Indemnitee has not met
the  applicable  standard  of conduct or that the  Indemnitee  otherwise  is not
entitled  to  such  advancement  or  indemnification.  The  termination  of  any
Proceeding by judgment,  order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself (i) create a presumption that
the  Indemnitee  did  not act in good  faith  and in a  manner  which  he  [she]
reasonably  believed  to be in the best  interests  of the  Company  and/or  its
stockholders,  and, with respect to any criminal Proceeding, that the Indemnitee
had  reasonable  cause to believe  that his [her]  conduct was  unlawful or (ii)
otherwise  adversely affect the rights of the Indemnitee to  indemnification  or
advancement of Expenses under this Agreement,  except as may be provided herein.
The Company  shall be precluded  from  asserting in any judicial  proceeding  or
arbitration  that the provisions,  procedures and presumptions of this Agreement
are not legal,  valid,  binding and enforceable and shall stipulate therein that
the Company is bound by all the provisions,  procedures and presumptions of this
Agreement.

          (d)  The  Indemnitee's   Expenses  incurred  in  connection  with  any
Proceeding  concerning the Indemnitee's  right to indemnification or advancement
of  Expenses  in whole  or in part  pursuant  to this  Agreement  shall  also be
indemnified by the Company,  regardless of the outcome of such a Proceeding,  to
the fullest  extent  permitted by applicable  law, the Company's  Certificate of
Incorporation,  as amended,  and the Company's Bylaws, as amended. In any event,
if a court of competent  jurisdiction or an arbitrator  shall determine that the
Indemnitee  is  entitled  to  an  advancement  of  Expenses  or  indemnification
hereunder,  in whole or in part,  the Company  shall pay  promptly  all Expenses
actually and  reasonably  incurred by the  Indemnitee  in  connection  with such
adjudication (including, but not limited to, any appellate proceedings).

          (e)  With  respect  to any  Proceeding  for which  indemnification  or
advancement  of  Expenses  is  requested,   the  Company  will  be  entitled  to
participate  therein at its own expense and, except as otherwise provided below,
to the extent that it may wish, the Company may assume the defense thereof, with
counsel reasonably satisfactory to the

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Indemnitee.  After notice from the Company to the  Indemnitee of its election to
assume  the  defense  of a  Proceeding,  the  Company  will not be liable to the
Indemnitee  under this Agreement for any Expenses  subsequently  incurred by the
Indemnitee in connection with the defense thereof, other than as provided below.
The Company shall not settle any Proceeding in any manner which would impose any
penalty  or  limitation  on the  Indemnitee  without  the  Indemnitee's  written
consent.  The Indemnitee shall have the right to employ his [her] own counsel in
any Proceeding,  but the fees and expenses of such counsel incurred after notice
from the Company of its assumption of the defense of the Proceeding  shall be at
the  expense  of the  Indemnitee,  unless (i) the  employment  of counsel by the
Indemnitee has been  authorized by the Company,  (ii) the Indemnitee  shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Company and the  Indemnitee  in the conduct of the defense of a  Proceeding,  or
(iii) the Company shall not in fact have employed  counsel to assume the defense
of a  proceeding,  in  each  of  which  cases  the  fees  and  expenses  of  the
Indemnitee's  counsel shall be advanced by the Company. The Company shall not be
entitled to assume the defense of any Proceeding  brought by or on behalf of the
Company or as to which the Indemnitee has concluded that there may be a conflict
of interest between the Company and the Indemnitee.

     9.   Limitations on Indemnification. No payments pursuant to this Agreement
shall be made by the Company:

          (a)  To indemnify or advance funds to the Indemnitee for Expenses with
respect to (i)  Proceedings  initiated or brought  voluntarily by the Indemnitee
and not by way of  defense,  except  with  respect  to  Proceedings  brought  to
establish  or enforce a right to  indemnification  under this  Agreement  or any
other  statute or law or  otherwise  as required  under  applicable  law or (ii)
Expenses  incurred by the  Indemnitee in connection  with  preparing to serve or
serving,  prior to a Change in  Control,  as a witness in  cooperation  with any
party or  entity  who or  which  has  threatened  or  commenced  any  action  or
proceeding against the Company,  or any director,  officer,  employee,  trustee,
agent,  representative,  subsidiary,  parent  corporation  or  affiliate  of the
Company,  but such  indemnification or advancement of Expenses in each such case
may be  provided  by the  Company  if the  Board  of  Directors  finds  it to be
appropriate;

          (b)  To indemnify the Indemnitee for any Expenses,  judgments,  fines,

interest or  penalties,  or excise taxes  assessed  with respect to any employee
benefit or welfare plan,  and sustained in any  Proceeding  for which payment is
actually made to the Indemnitee under a valid and collectible  insurance policy,
except in  respect  of any  excess  beyond  the  amount of  payment  under  such
insurance;

          (c)  To indemnify the Indemnitee for any Expenses,  judgments,  fines,
expenses or penalties  sustained in any  Proceeding for an accounting of profits
made from the purchase or sale by the  Indemnitee  of  securities of the Company
pursuant to the provisions of Section 16(b) of the Act or similar  provisions of
any federal, state or local statute or regulation;

          (d)  To indemnify the Indemnitee for any Expenses,  judgments,  fines,
interest or  penalties,  or excise taxes  assessed  with respect to any employee
benefit or welfare plan,  for which the Indemnitee is indemnified by the Company
otherwise than pursuant to this Agreement;

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          (e)  To indemnify the Indemnitee for any Expenses,  judgments,  fines,
interest or  penalties,  or excise taxes  assessed  with respect to any employee
benefit or welfare plan, on account of the Indemnitee's  conduct if such conduct
shall be  finally  adjudged  to have  been  knowingly  fraudulent,  deliberately
dishonest or willful misconduct,  including,  without limitation,  breach of the
duty of loyalty; or

          (f)  If a court of competent jurisdiction finally determines that any
indemnification hereunder is unlawful.

     10.  Continuation of Indemnification. All agreements and obligations of the
Company contained herein shall continue during the period that the Indemnitee is
a [director]  [or] [officer] of the Company (or is or was serving at the request
of the Company as an agent of another enterprise, foreign or domestic) and shall
continue  thereafter so long as the Indemnitee  shall be subject to any possible
Proceeding  by reason  of the fact that the  Indemnitee  was a  [director]  [or]
[officer]  of the Company or serving in any other  capacity  referred to in this
Paragraph 10.

     11.  Indemnification Hereunder Not Exclusive. The indemnification provided
by this  Agreement  shall not be deemed to be  exclusive  of any other rights to
which  the  Indemnitee  may be  entitled  under  the  Company's  Certificate  of
Incorporation, as amended, the Company's Bylaws, as amended, any agreement, vote
of stockholders  or vote of  Disinterested  Directors,  provisions of applicable
law, or otherwise,  both as to action or omission in the  Indemnitee's  official
capacity  and as to action or  omission  in  another  capacity  on behalf of the
Company while holding such office.

     12.  Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become  effective when one or more  counterparts  have been signed by each
party and delivered to the other.

     13.  Successors and Assigns.

          (a)  This  Agreement  shall be binding  upon,  and shall  inure to the
benefit of, the Indemnitee and the Indemnitee's heirs, executors, administrators
and  assigns,  whether  or not the  Indemnitee  has  ceased  to be a  [director]
[and/or]  [officer],  and the Company and its successors  and assigns.  Upon the
sale of all or substantially all of the business, assets or capital stock of the
Company to, or upon the merger of the  Company  into or with,  any  corporation,
partnership, joint venture, trust or other person, this Agreement shall inure to
the benefit of and be binding  upon both the  Indemnitee  and such  purchaser or
successor person.  Subject to the foregoing,  this Agreement may not be assigned
by either party without the prior written consent of the other party hereto.

          (b) If the  Indemnitee is deceased and is entitled to  indemnification
under  any  provision  of  this  Agreement,  the  Company  shall  indemnify  the
Indemnitee's   estate   and   the   Indemnitee's   spouse,   heirs,   executors,
administrators and assigns against, and the Company shall, and does hereby agree
to assume,  any and all Expenses actually and reasonably  incurred by or for the
Indemnitee or the  Indemnitee's  estate,  in connection with the  investigation,
defense,

DOCSSF1:721870.1                       8
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<PAGE>

appeal or settlement of any  Proceeding.  Further,  when requested in writing by
the  spouse  of  the  Indemnitee,  and/or  the  Indemnitee's  heirs,  executors,
administrators and assigns,  the Company shall provide  appropriate  evidence of
the Company's  agreement set out herein to indemnify the Indemnitee  against and
to itself assume such Expenses.

     14.  Subrogation. In the event of payment under this Agreement, the Company
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery of the Indemnitee,  who shall execute all documents  required and shall
do all acts  that may be  necessary  to secure  such  rights  and to enable  the
Company effectively to bring suit to enforce such rights.

     15.  Severability.  Each and every paragraph,  sentence, term and provision
of this Agreement is separate and distinct so that if any  paragraph,  sentence,
term or provision thereof shall be held to be invalid, unlawful or unenforceable
for any reason,  such  invalidity,  unlawfulness or  unenforceability  shall not
affect the validity,  unlawfulness  or  enforceability  of any other  paragraph,
sentence,  term or provision  hereof.  To the extent  required,  any  paragraph,
sentence,  term or  provision  of this  Agreement  may be modified by a court of
competent  jurisdiction  to preserve its validity and to provide the  Indemnitee
with the broadest possible indemnification permitted under applicable law.

     16.  Savings Clause. If this Agreement or any paragraph, sentence, term  or
provision  hereof  is  invalidated  on any  ground  by any  court  of  competent
jurisdiction,  the Company shall nevertheless indemnify the Indemnitee as to any
Expenses, judgments, fines, interest or penalties, or excise taxes assessed with
respect to any employee benefit or welfare plan, which are incurred with respect
to any  Proceeding  to the  fullest  extent  permitted  by  any  (a)  applicable
paragraph,  sentence,  term or  provision  of this  Agreement  that has not been
invalidated or (b) applicable provision of Delaware law.

     17.  Interpretation;  Governing Law. This Agreement shall be construed as a
whole and in accordance with its fair meaning. Headings are for convenience only
and shall not be used in construing  meaning.  This Agreement  shall be governed
and  interpreted  in accordance  with the laws of the State of Delaware  without
regard to the conflict of laws principles thereof.

     18.  Amendments.  No  amendment,  waiver,   modification,   termination  or
cancellation  of this Agreement  shall be effective  unless in writing signed by
the party  against  whom  enforcement  is  sought.  The  indemnification  rights
afforded to the Indemnitee hereby are contract rights and may not be diminished,
eliminated  or  otherwise   affected  by  amendments  to  the   Certificate   of
Incorporation, Bylaws or by other agreements, including directors' and officers'
liability insurance policies, of the Company.

     19.  Notices. Any notice required to be given under this Agreement shall be
directed to Calypte Biomedical  Corporation,  1265 Harbor Bay Parkway,  Alameda,
California  94502,  Attention:   ________________,   and  to  the  Indemnitee at
_________________-  or to such other  address as either  shall  designate to the
other in writing.

     IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Indemnification
Agreement as of the date first written above.

INDEMNITEE

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14450-2 RVS

<PAGE>

------------------------------
Name:

CALYPTE BIOMEDICAL CORPORATION.



By:
   ---------------------------
   Name:
   Title:


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14450-2 RVS