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                                                                  Exhibit 10.133


                             SUBSCRIPTION AGREEMENT
                             ----------------------

                                                                 August 28, 2003

Dear Subscriber:

         You (the "Subscriber") hereby agree to purchase, and Calypte Biomedical
Corporation, a Delaware corporation (the "Company"), hereby agrees to issue and
to sell to the Subscriber, Shares of the Company's $.03 par value common stock
(the "Company Shares") for the consideration as set forth on the signature page
hereof ("Purchase Price"). (The Company Shares are sometimes referred to herein
as the "Shares", "Common Shares", "Securities", or "Common Stock"). Upon
acceptance of this Agreement by the Subscriber, the Company shall issue and
deliver the Shares against payment, by federal funds wire transfer, or bank, or
certified check of the Purchase Price.

                  The following terms and conditions shall apply to this
Subscription.

                  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-K for the year ended December  31, 2002 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 investing in the Shares of Common Stock.

                           (b) INFORMATION ON SUBSCRIBER. The Subscriber is and
was not a "U.S. person", as defined in Regulation S promulgated
under the Securities Act of 1933 at the time the offer
or sale of the Shares of Common Stock is made. Additionally, Subscriber is an
"accredited investor", as such term is defined in Regulation D promulgated by
the Commission under the Securities Act of 1933, as amended (the "1933 Act"), 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 has the
authority and is duly and legally qualified to purchase and own the Shares of
Common Stock. 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 SHARES AND LOCK-UP PROVISION. On the
Closing Date, the Subscriber will purchase the Company Stock for its own account
at  a  price  of $0.50 per share and not with a view to any distribution thereof
and that the purchase of the Common Stock is intended to be made as an "Offshore
Transaction"  as  defined  in  Regulation  S.  The Subscriber agrees to hold the
Common  Stock  purchased  under  this  Agreement  for  a period of twelve months
following  the  date  of  closing.

                           (d) 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 Subscriber  contained herein),  and that such
Shares  of  Common  Stock  must be  held  unless  a  subsequent  disposition  is
registered under the 1933 Act or is exempt from such registration.

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                           (e) COMPANY SHARES LEGEND. The Company Shares shall
bear the following legend,  unless same 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 of Common Stock 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)  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 and each of its
subsidiaries,  if any, is a corporation duly organized,  validly existing and in
good  standing  under  the  laws  of  the  respective   jurisdictions  of  their
incorporation and have the requisite corporate power to own their properties and
to carry on their business as now being  conducted.  The Company and each of its
subsidiaries 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.

                           (b)  OUTSTANDING  STOCK.  All issued and  outstanding
shares of capital  stock of the  Company and each of its  subsidiaries  has been
duly authorized and validly issued and are fully paid and non-assessable.

                           (c)  AUTHORITY;  ENFORCEABILITY.  This  Agreement and
other  agreements  delivered  together  with  this  Agreement  or in  connection
herewith  have been duly  authorized,  executed and delivered by the Company and
are valid and binding  agreements  enforceable  in accordance  with their 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 such other agreements and to perform its obligations hereunder and under all
other agreements entered into by the Company relating hereto.

                           (d) ADDITIONAL ISSUANCES.  Except as set forth in the
Reports and Other Written Information as described in Section 1(a), there are no

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outstanding  agreements or preemptive or similar rights  affecting the Company's
common  stock or equity  and no  outstanding  rights,  warrants  or  options  to
acquire,  or instruments  convertible into or exchangeable for, or agreements or
understandings  with  respect  to the sale or  issuance  of any shares of common
stock  or  equity  of  the  Company  or  other  equity  interest  in  any of the
subsidiaries of the Company.

                           (e) CONSENTS. No consent, approval,  authorization or
order  of  any  court,   governmental   agency  or  body  or  arbitrator  having
jurisdiction  over  the  Company,  or  any  of  its  affiliates,   the  National
Association  of  Securities  Dealers,  Inc.  ("NASD"),  NASDAQ or the  Company's
Shareholders  is  required  for  execution  of this  Agreement,  and  all  other
agreements  entered into by the Company  relating  thereto,  including,  without
limitation,  the issuance and sale of the Securities, and the performance of the
Company's obligations hereunder and under all such other agreements.

                           (f)  NO   VIOLATION   OR   CONFLICT.   Assuming   the
representations  and  warranties  of the  Subscriber in Paragraph 1 are true and
correct and the Subscriber  complies with its obligations  under this Agreement,
neither the issuance and sale of the Shares of Common Stock nor the  performance
of the  Company's  obligations  under this  Agreement  and all other  agreements
entered into by the Company relating thereto by the Company will:

                                    (i)  violate,  conflict  with,  result  in a
breach of, or  constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the  certificate of  incorporation,  charter or bylaws of the Company,
(B) to the Company's knowledge, any decree, judgment,  order, law, treaty, rule,
regulation or determination applicable to the Company of any court, governmental
agency or body, or arbitrator having jurisdiction over the Company or any of its
affiliates  or over  the  properties  or  assets  of the  Company  or any of its
affiliates,  (C) the terms of any bond, debenture, note or any other evidence of
indebtedness,  or any agreement,  stock option or other similar plan, indenture,
lease,  mortgage,  deed of trust or other instrument to which the Company or any
of its  affiliates is a party,  by which the Company or any of its affiliates is
bound, or to which any of the properties of the Company or any of its affiliates
is  subject,  or (D) the terms of any  "lock-up"  or  similar  provision  of any
underwriting or similar agreement to which the Company, or any of its affiliates
is a party except the violation, conflict, breach, or default of which would not
have a material adverse effect on the Company; or

                                    (ii) result in the creation or imposition of
any lien,  charge or  encumbrance  upon the Shares of Common Stock or any of the
assets of the Company, its subsidiaries or any of its affiliates.

                           (g) THE  SHARES  OF COMMON  STOCK.  The  Shares  upon
issuance:

                         (i) are,  or will be,  free and  clear of any  security
                    interests,  liens, claims or other encumbrances,  subject to
                    restrictions  upon  transfer  under  the 1933 Act and  State
                    laws;

                         (ii) have been, or will be, duly and validly authorized
                    and on the date of  issuance  and on the  Closing  Date,  as
                    hereinafter  defined,  and will be duly and validly  issued,
                    fully paid and nonassessable (and if registered  pursuant to
                    the  1933  Act,   and  resold   pursuant  to  an   effective
                    Registration    Statement   will   be   free   trading   and
                    unrestricted, provided that the Subscriber complies with the
                    Prospectus delivery requirements);

                         (iii) will not have been issued or sold in violation of
                    any preemptive or other similar rights of the holders of any
                    Shares of Common Stock of the Company; and

                         (iv) will not subject  the holders  thereof to personal
                    liability by reason of being such holders.

                           (h) LITIGATION. Except as disclosed in the Securities
and Exchange Commission filings, Reports or Other Written Information,  there is
no pending or, to the best knowledge of the Company,  threatened  action,  suit,
proceeding or investigation  before any court,  governmental  agency or body, or
arbitrator having  jurisdiction over the Company, or any of its affiliates which
litigation if adversely  determined  could have a material adverse effect on the
Company.
<PAGE>

                           (i) REPORTING COMPANY. The Company is a publicly-held
company  subject to reporting  obligations  pursuant to Sections 15(d) and 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class
of common  shares  registered  pursuant  to Section  12(g) of the 1934 Act.  The
Company's  common  stock  is  listed  for  trading  on the  OTC  Bulletin  Board
("Bulletin Board").  Pursuant to the provisions of the 1934 Act, the Company has
filed all reports and other materials  required to be filed  thereunder with the
Securities and Exchange Commission during the preceding twelve months.

                           (j) NO  MARKET  MANIPULATION.  The  Company  has  not
taken,  and will not take,  directly or indirectly,  any action  designed to, or
that might  reasonably  be  expected  to,  cause or result in  stabilization  or
manipulation  of the price of the common stock of the Company to facilitate  the
sale or resale of the  Shares of Common  Stock or affect  the price at which the
Shares may be issued or resold.

                           (k)  INFORMATION   CONCERNING  COMPANY.  The  Reports
contain all material  information relating to the Company and its operations and
financial  condition as of their respective dates which  information is required
to be disclosed therein.  Since the date of the financial statements included in
the Reports,  and except as modified in the Other Written  Information or in the
Schedule  hereto,  there has been no material  adverse  change in the  Company's
business,  financial  condition or affairs not  disclosed  in the  Reports.  The
Reports do not contain any untrue  statement of a material fact or omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading in light of the circumstances when made.

                           (l) DILUTION.  The Company's  executive  officers and
directors  have studied and fully  understand the nature of the Stock being sold
hereby and recognize that they have a potential  dilutive  effect.  The board of
directors of the Company has  concluded,  in its good faith  business  judgment,
that  such  issuance  is in the  best  interests  of the  Company.  The  Company
specifically  acknowledges  that its obligation to issue the Shares upon payment
is binding upon the Company and  enforceable,  except as otherwise  described in
this Subscription  Agreement,  regardless of the dilution such issuance may have
on the ownership interests of other shareholders of the Company.

                           (m)STOP  TRANSFER.  The  Shares of  Common  Stock 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.

                           (n) DEFAULTS. To the best of the Company's knowledge,
neither  the  Company  nor  any  of  its  subsidiaries  is in  violation  of its
Certificate  of  Incorporation  or ByLaws.  Neither  the  Company nor any of its
subsidiaries  is (i) in  default  under or in  violation  of any other  material
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties  are bound or  affected,  which  default  or  violation  would have a
material  adverse  effect on the  Company,  (ii) in default  with respect to any
order of any court,  arbitrator or  governmental  body or subject to or party to
any order of any court or governmental authority arising out of any action, suit
or proceeding  under any statute or other law  respecting  antitrust,  monopoly,
restraint  of trade,  unfair  competition  or similar  matters,  or (iii) to its
knowledge in violation of any statute,  rule or regulation  of any  governmental
authority which violation would have a material adverse effect on the Company.

                           (o) NO INTEGRATED OFFERING. The Company believes that
neither the Company, nor any of its affiliates,  nor any person acting on its or
their  behalf,  has  directly  or  indirectly  made any  offers  or sales of any
security or solicited any offers to buy any security  under  circumstances  that
would cause the offer of the Shares of Common Stock  pursuant to this  Agreement
to be  integrated  with prior  offerings by the Company for purposes of the 1933
Act  or any  applicable  stockholder  approval  provisions,  including,  without
limitation,  under the rules and  regulations of the Bulletin Board nor will the
Company or any of its affiliates or  subsidiaries  take any action or steps that
would  cause the  offering  of the  Common  Stock to be  integrated  with  other
offerings.  The Company has not  conducted  and will not conduct any offer other
than the transactions contemplated hereby that will be integrated with the offer
or issuance  of the Common  Stock.  Subscribers  warrant  and  represent  to the

<PAGE>

Company  that each  Subscriber  has not  taken any  action  that  would  cause a
violation of the  integration  regulation as  promulgated by Federal Law as made
and provided.

                           (p) 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 Common Stock.

                           (q) LISTING. The Company's Common Stock is quoted on,
and listed for trading on the Bulletin  Board.  The Company has not received any
oral or written  notice that its Common Stock will be delisted from the Bulletin
Board or that the Company's  Common Stock does not meet all requirements for the
continuation of such listing.

                           (r) NO  UNDISCLOSED  LIABILITIES.  The Company has no
liabilities or obligations which are material, individually or in the aggregate,
which are not  disclosed in the  Reports,  Securities  and  Exchange  Commission
filings,  and Other  Written  Information,  other  than  those  incurred  in the
ordinary course of the Company's  businesses  since December 31, 2002 and which,
individually  or in the  aggregate,  would not  reasonably be expected to have a
material adverse effect on the Company's financial condition.

                           (s) NO  UNDISCLOSED  EVENTS OR  CIRCUMSTANCES.  Since
December 31, 2002, no event or circumstance  has occurred or exists with respect
to the Company or its businesses, properties, operations or financial condition,
that,  under applicable law, rule or regulation,  requires public  disclosure or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.

                           (t) CAPITALIZATION.  The authorized and outstanding
capital  stock of the Company as of the date of this  Agreement  and the Closing
Date are set forth on the  Schedule  hereto.  Except as set forth in the Reports
and Other Written  Information and Securities and Exchange  Commission  filings,
there are no options, warrants, or rights to subscribe to, securities, rights or
obligations  convertible  into  or  exchangeable  for or  giving  any  right  to
subscribe for any shares of capital stock of the Company. All of the outstanding
shares of Common Stock of the Company have been duly and validly  authorized and
issued and are fully paid and nonassessable.

                           (u)  CORRECTNESS  OF  REPRESENTATIONS.   The  Company
represents  that  the  foregoing  representations  and  warranties  are true and
correct as of the date hereof in all material respects,  and, unless the Company
otherwise  notifies the Subscriber  prior to the Closing Date, shall be true and
correct  in  all  material  respects  as of  the  Closing  Date.  The  foregoing
representations and warranties shall survive the Closing Date.

                  3. REGULATION S OFFERING. This Offering is being made pursuant
to the exemption from the registration provisions of the Securities Act of 1933,
as amended,  afforded by  Regulation S promulgated  there under.  On the Closing
Date, the Company will provide an opinion from the Company's legal counsel based
upon the  representation  of  Subscribers  opining  on the  availability  of the
Regulation  S exemption as it relates to the offer and issuance of the Shares of
Common Stock.

                  4. REISSUANCE OF SHARES OF COMMON STOCK. The Company agrees to
reissue certificates  representing the Shares of Common Stock without the legend
set forth in  Sections  1(e)  above at such time as (a) the  holder  thereof  is
permitted to and disposes of such Shares of Common Stock pursuant to Rule 144(d)
and/or  Rule  144(k)  under the 1933 Act or  Regulation  "S" in the  opinion  of
counsel reasonably satisfactory to the Company, or (b) upon resale subject to an
effective  registration statement after the Shares are registered under the 1933
Act. The Company agrees to cooperate with the Subscriber in connection  with all

<PAGE>

resales  pursuant  to Rule 144(d) and Rule  144(k) 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. Provided the Subscriber provides required certifications and representation
letters,  if any, if the Company  fails to remove any legend as required by this
Section 4 (a "Legend Removal  Failure"),  then beginning on the tenth (10th) day
following the date that the  Subscriber  has requested the removal of the legend
and  delivered all items  reasonably  required by the Company to be delivered by
the Subscriber, the Company continues to fail to remove such legend, the Company
shall pay to each  Subscriber or assignee  holding  Shares,  subject to a Legend
Removal Failure,  as liquidated damages and not a penalty an amount equal to one
percent (1%) of the  Purchase  Price of the Shares  subject to a Legend  Removal
Failure  per day that such  failure  continues.  If during any twelve (12) month
period, the Company fails to remove any legend as required by this Section 4 for
an aggregate of thirty (30) days,  each  Subscriber or assignee  holding  Shares
subject to a Legend Removal  Failure may, at its option,  require the Company to
purchase all or any portion of the Shares  subject to a Legend  Removal  Failure
held by such  Subscriber  or  assignee at a price per share equal to 120% of the
applicable Purchase Price.

                  5.  REGULATION  D. In the  event  that a  Subscriber  does not
qualify  under  Regulation  S and  qualifies  under  Regulation  D, the  Company
covenants and agrees that if the Company fails to file a Registration  Statement
for Company  Shares  within  ninety (90) days from the Closing Date  pursuant to
Section 10.1(iv) below, then for so long as such  registration  statement is not
effective and as any of the Company Shares remain outstanding and continue to be
"restricted  Shares" within the meaning of Rule 144, the Company shall, in order
to permit  resales of any of the Company  Shares  pursuant to Rule 144 under the
1933 Act,  (a) continue to file all  material  required to be filed  pursuant to
Section 13(a) or 15(d) of the 1934 Act.

                 6.  INDEMNIFICATION.  The  Company  on the  one  hand,  and the
Subscriber on the other hand,  agree to indemnify the other against and hold the
other  harmless  from any and all  liabilities  to any  other  persons  claiming
brokerage  commissions  or finder's fees other than Careen Limited on account of
services  purported to have been rendered on behalf of the indemnifying party in
connection  with this  Agreement  or the  transactions  contemplated  hereby and
arising out of such party's actions. The Company and the Subscriber represent to
each  other  that  there  are  no  other  parties   entitled  to  receive  fees,
commissions,  or similar  payments in connection with the offering  described in
the Subscription Agreement.

                  7. COVENANTS OF THE COMPANY.  The Company covenants and agrees
with the Subscriber as follows:

               (a) The Company  will advise the  Subscriber,  promptly  after it
          receives notice of issuance by the Securities and Exchange Commission,
          any state securities  commission or any other regulatory  authority of
          any stop order or of any order  preventing or suspending  any offering
          of  any  securities  of  the  Company,  or of  the  suspension  of the
          qualification  of the Common Stock of the Company for offering or sale
          in any jurisdiction,  or the initiation of any proceeding for any such
          purpose.

               (b) The Company will  maintain the listing of its Common Stock on
          the NASDAQ SmallCap  Market,  NASDAQ National Market System,  NASD OTC
          Bulletin  Board,  or New York  Exchange,  or Pink Sheet Trading Market
          (whichever  of the  foregoing  is at the  time the  principal  trading
          exchange or market for the Common Stock (the "Principal Market"),  and
          will  use its  best  efforts  to  comply,  in all  respects,  with the
          Company's reporting,  filing and other obligations under the bylaws or
          rules of the National  Association of Securities  Dealers ("NASD") and
          such exchanges, as applicable. The Company will provide the Subscriber
          copies  of all  notices  it  receives  notifying  the  Company  of the
          threatened and actual delisting of the Common Stock from any Principal
          Market.

               (c) The Company shall notify the Commission,  NASD, the Principal
          Market and  applicable  state  authorities,  in accordance  with their
          requirements,  if  any,  of  the  transactions  contemplated  by  this
          Agreement,  and shall take all other necessary  action and proceedings
          as  may  be  required  and  permitted  by  applicable  law,  rule  and
          regulation,  for the legal and valid  issuance of the Shares of Common
          Stock  to the  Subscriber  and  promptly  provide  copies  thereof  to
          Subscriber.

               (d) From the  Closing  Date and until at least one (1) year after
          the  effectiveness of the  Registration  Statement on Form S-2 or such
          other Registration Statement described in Section 10.1(iv) hereof, the
          Company will (i) cause its Common  Stock to continue to be  registered

<PAGE>

          under  Sections 12(b) or 12(g) of the Exchange Act, (ii) comply in all
          respects with its reporting and filing  obligations under the Exchange
          Act, (iii) comply with all reporting  requirements that are applicable
          to an issuer  with a class of Shares  registered  pursuant  to Section
          12(g) of the  Exchange  Act,  and (iv)  comply  with all  requirements
          related  to  any   registration   statement  filed  pursuant  to  this
          Agreement.  The  Company  will  use its best  efforts  not to take any
          action or file any  document  (whether or not  permitted by the Act or
          the Exchange Act or the rules thereunder) to terminate or suspend such
          registration  or to  terminate  or suspend  its  reporting  and filing
          obligations  under  said  Acts  until one (1) year  after  the  actual
          effective  date of the  Registration  Statement  on Form  S-2 or other
          Registration Statement described in Section 10.1(iv) hereof. Until the
          resale of the Company Shares by the  Subscriber,  the Company will use
          its best  efforts to continue  the listing of the Common  Stock on the
          Bulletin  Board and will  comply in all  respects  with the  Company's
          reporting,  filing and other  obligations under the bylaws or rules of
          Bulletin Board.


                  8.  COVENANTS OF THE COMPANY AND SUBSCRIBER REGARDING
INDEMNIFICATION.

               (a) The Company agrees to indemnify, hold harmless, reimburse and
          defend   Subscriber,   Subscriber's   officers,   directors,   agents,
          affiliates,  control persons, and principal shareholders,  against any
          claim, cost, expense, liability, obligation, loss or damage (including
          reasonable  legal  fees) of any nature,  incurred  by or imposed  upon
          Subscriber or any such person which results, arises out of or is based
          upon (i) any  material  misrepresentation  by Company or breach of any
          warranty by Company in this  Agreement or in any Exhibits or Schedules
          attached hereto, or other agreement delivered pursuant hereto; or (ii)
          after any applicable notice and/or cure periods, any breach or default
          in  performance  by the Company of any covenant or  undertaking  to be
          performed by the Company  hereunder,  or any other  agreement  entered
          into by the Company and Subscribers relating hereto.

               (b) Subscriber agrees to indemnify, hold harmless,  reimburse and
          defend the  Company  and each of the  Company's  officers,  directors,
          agents, affiliates,  control persons against any claim, cost, expense,
          liability,  obligation,  loss or damage  (including  reasonable  legal
          fees) of any nature,  incurred  by or imposed  upon the Company or any
          such  person  which  results,  arises  out of or is based upon (i) any
          material  misrepresentation  by Subscriber in this Agreement or in any
          Exhibits or Schedules  attached hereto,  or other agreement  delivered
          pursuant  hereto;  or (ii) after any  applicable  notice  and/or  cure
          periods,  any breach or default in  performance  by  Subscriber of any
          covenant or  undertaking to be performed by Subscriber  hereunder,  or
          any  other  agreement  entered  into by the  Company  and  Subscribers
          relating hereto.

               (c)  The   procedures   set  forth  herein  shall  apply  to  the
          indemnifications set forth in Sections 8(a) and 8(b) above.

                  9. INTENTIONALLY LEFT BLANK

                  10.1.  REGISTRATION  RIGHTS.  The  Company  hereby  grants the
following registration rights to holders of the Shares of Common Stock.

               (a) The Company hereby agrees use its best commercial  efforts to
          register  the Shares of Common Stock herein on a Form S-2 or any other
          applicable   Form  with  the  Securities   and  Exchange   Commission.
          Subscribers  agree  that  the  registration  will  be on  an  optional
          piggy-back or single  registration basis at the option of the Company,
          and  that  the  Company  will  bear  all  costs  and  expenses  of the
          registration.

               (b) The Company  agrees to give ten (10) days  written  notice to
          all  Subscribers  of the  filing of the  Registration  Statement,  and
          Subscribers  agree  that  each  will  cooperate  with the  Company  in
          providing the  necessary  information  required by each  Subscriber to
          file a Registration Statement on that Subscriber's behalf.


                                       1
<PAGE>

               (c) Each Subscriber agrees to execute the within Agreement and to
          subscribe  for the  number of  Shares of Common  Stock as agreed to by
          Subscriber.

                  10.2. REGISTRATION PROCEDURES.  If and whenever the Company is
required by the provisions  hereof to effect the  registration  of any Shares of
Common Stock under the Act, the Company will, as expeditiously as possible:

               (a) prepare and file with the Commission a Registration Statement
          with  respect to such Shares of Common  Stock and use its best efforts
          to cause such  Registration  Statement to become and remain  effective
          for the period of the distribution contemplated thereby (determined as
          herein  provided),  and  promptly  provide to the holders of Shares of
          Common Stock ("Sellers") copies of all filings with the Commission;

               (b)  prepare and file with the  Commission  such  amendments  and
          supplements to such Registration  Statement and the prospectus used in
          connection  therewith as may be  necessary  to keep such  Registration
          Statement  effective  until the latest of: (i) 180 days  following the
          effective date of the Registration Statement;

               (c)  furnish  to  the  Seller,  such  number  of  copies  of  the
          Registration  Statement and the prospectus included therein (including
          each preliminary  prospectus) as such Seller reasonably may request in
          order  to  facilitate  the  public  sale or their  disposition  of the
          securities covered by such Registration Statement;

               (d) use its best  efforts to  register  or qualify  the  Seller's
          Shares of Common Stock covered by such  Registration  Statement  under
          the securities or "blue sky" laws of such  jurisdictions as the Seller
          shall reasonably designate,  provided, however, that the Company shall
          not for any such purpose be required to qualify  generally to transact
          business as a foreign  corporation in any jurisdiction where it is not
          so qualified  or to consent to general  service of process in any such
          jurisdiction;

               (e) list the Shares of Common Stock covered by such  Registration
          Statement  with any  securities  exchange on which the Common Stock of
          the Company is then listed;

               (f)  immediately  notify the Seller  when a  prospectus  relating
          thereto is required to be delivered under the Act, of the happening of
          any event of which the Company has  knowledge as a result of which the
          prospectus  contained  in  such  Registration  Statement,  as  then in
          effect,  includes an untrue  statement of a material  fact or omits to
          state a material  fact  required to be stated  therein or necessary to
          make  the   statements   therein  not   misleading  in  light  of  the
          circumstances then existing;

               (g) make available for inspection by the Seller, and any attorney
          retained  by the  Seller,  all  publicly  available,  non-confidential
          financial  and  other  records,   pertinent  corporate  documents  and
          properties of the Company, and cause the Company's officers, directors
          and  employees  to supply  all  publicly  available,  non-confidential
          information  reasonably  requested  by  the  attorney  for  Seller  in
          connection with such Registration Statement;

               (h)  will  notify  the  Subscriber  of the  effectiveness  of the
          Registration Statement within one business day of such event.

                  10.3.   PROVISION  OF  DOCUMENTS.   In  connection  with  each
registration  hereunder,  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 applicable state securities laws. In connection with
each   registration   pursuant  to  Section  10.1(i)  or  10.1(ii)  covering  an
underwritten  public offering,  the Company and the Seller agree to enter into a
written agreement with the managing underwriter in such form and containing such
provisions as are customary in the  securities  business for such an arrangement
between such  underwriter  and  companies of the Company's  size and  investment
stature.


<PAGE>

                  10.4.  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.


                  10.5. INDEMNIFICATION AND CONTRIBUTION.

                           (a) In the event of a  registration  of any Shares of
Common Stock under the Act  pursuant to Section 10, the Company  will  indemnify
and hold harmless the Seller,  each officer of the Seller,  each director of the
Seller,  each  underwriter  of such Shares of Common Stock  thereunder  and each
other person, if any, who controls such Seller or underwriter within the meaning
of the 1933 Act, against any losses,  claims,  damages or liabilities,  joint or
several,  to which the Seller,  or such  underwriter or  controlling  person may
become  subject  under the Act or  otherwise,  insofar as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any Registration  Statement under which such Shares of Common Stock
were registered under the Act pursuant to Section 10, any preliminary prospectus
or final prospectus  contained therein,  or any amendment or supplement thereof,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading in light of the circumstances  when made, and
will  reimburse  the Seller,  each such  underwriter  and each such  controlling
person for any legal or other expenses reasonably incurred by them in connection
with  investigating  or defending  any such loss,  claim,  damage,  liability or
action; provided, however, that the Company shall not be liable to the Seller to
the  extent  that any such  damages  arise  out of or are  based  upon an untrue
statement  or  omission  made in any  preliminary  prospectus  if (i) the Seller
failed  to send or  deliver  a copy of the  final  prospectus  delivered  by the
Company to the Seller with or prior to the delivery of written  confirmation  of
the sale by the Seller to the person asserting the claim from which such damages
arise,  (ii) the final  prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged  omission,  or (iii) to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission so made in conformity with information furnished by any such Seller, or
any such controlling person in writing specifically for use in such Registration
Statement or prospectus.

                           (b)  In the  event  of a  registration  of any of the
Shares of Common  Stock  under the Act  pursuant  to Section 10, the Seller will
indemnify and hold harmless the Company,  and each person,  if any, who controls
the Company within the meaning of the Act, each officer of the Company who signs
the Registration  Statement,  each director of the Company, each underwriter and
each person who controls any underwriter  within the meaning of the Act, against
all losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company or such officer, director,  underwriter or controlling person may become
subject under the Act or otherwise,  insofar as such losses,  claims, damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  Registration  Statement  under  which  such  Shares  of Common  Stock  were
registered  under the Act pursuant to Section 10, any preliminary  prospectus or
final prospectus  contained therein,  or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading,  and will reimburse the Company and each such
officer,  director,  underwriter and  controlling  person for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action, provided,  however,
that the  Seller  will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in reliance upon and in conformity with information  pertaining to
such  Seller,  as such,  furnished  in  writing to the  Company  by such  Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the gross proceeds  received by the Seller from the sale of Common Stock covered
by such Registration Statement.



<PAGE>

                           (c) Promptly  after receipt by an  indemnified  party
hereunder of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party  hereunder,  notify the  indemnifying  party in writing  thereof,  but the
omission  so to notify  the  indemnifying  party  shall not  relieve it from any
liability  which it may have to such  indemnified  party  other  than under this
Section  10.5(c) and shall only relieve it from any liability  which it may have
to such indemnified party under this Section 10.5(c),  except and only if and to
the extent the  indemnifying  party is prejudiced by such omission.  In case any
such action shall be brought against any  indemnified  party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to  participate  in and, to the extent it shall wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  indemnified
party,  and, after notice from the indemnifying  party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such  indemnified  party under this Section 10.5(c)
for any  legal  expenses  subsequently  incurred  by such  indemnified  party in
connection with the defense thereof other than reasonable costs of investigation
and of liaison  with  counsel  so  selected,  provided,  however,  that,  if the
defendants  in any such  action  include  both  the  indemnified  party  and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
that there may be reasonable  defenses  available to it which are different from
or additional to those available to the  indemnifying  party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the  indemnifying  party,  the  indemnified  parties  shall have the right to
select one separate  counsel and to assume such legal  defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such  participation to be
reimbursed by the indemnifying party as incurred.

                           (d) In  order  to  provide  for  just  and  equitable
contribution  in the event of joint liability under the Act in any case in which
either (i) the Seller,  or any controlling  person of the Seller,  makes a claim
for  indemnification  pursuant  to  this  Section  10.5,  but  it is  judicially
determined  (by the entry of a final  judgment or decree by a court of competent
jurisdiction  and the  expiration  of time to appeal  or the  denial of the last
right of appeal)  that such  indemnification  may not be  enforced  in such case
notwithstanding  the fact that this Section 10.5 provides for indemnification in
such case, or (ii) contribution under the Act may be required on the part of the
Seller  or  controlling   person  of  the  Seller  in  circumstances  for  which
indemnification  is provided  under this Section  10.5;  then,  and in each such
case,  the Company  and the Seller  will  contribute  to the  aggregate  losses,
claims,  damages or liabilities to which they may be subject (after contribution
from others) in such  proportion so that the Seller is responsible  only for the
portion  represented  by the  percentage  that the public  offering price of its
Shares of Common Stock offered by the Registration Statement bears to the public
offering  price of all  Shares  of Common  Stock  offered  by such  Registration
Statement.

                  11.      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,  1265 Harbor Bay Parkway,  Alameda,
California  94502,  telecopier  number:  (510)  814-8494,  and  (ii)  if to  the
Subscriber,  to the  name,  address  and  telecopier  number  set  forth  on the
signature page hereto.


<PAGE>

                           (b) CLOSING.  The  consummation  of the  transactions
contemplated herein shall take place at the offices of Baratta & Goldstein,  597
Fifth Avenue New York,  NY, upon the  satisfaction  of all conditions to Closing
set forth in this Agreement.  The closing date shall be the date that Subscriber
funds representing the net amount due the Company from the Purchase Price of the
Offering is  transmitted  by wire  transfer  or  otherwise  to the Company  (the
"Closing Date").

                           (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 prior notice to and the written consent of the other party.

                           (d)  EXECUTION.  This  Agreement  may be  executed by
facsimile  transmission,  and in  counterparts,  each of which will be deemed an
individual  agreement.  Every faxed version of the agreement will also be deemed
to be an original.

                           (e) LAW  GOVERNING  THIS  AGREEMENT.  This  Agreement
shall be governed by and construed in  accordance  with the laws of the State of
California 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  Caliifornia or in
the federal  courts  located in the state of  California.  Both  parties and the
individuals  executing  this  Agreement  and other  agreements  on behalf of the
Company  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 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  11(e)  hereof,  each of the Company and  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.

                           (g) CONFIDENTIALITY.  The Company agrees that it will
not  disclose  publicly  or  privately  the  identity of the  Subscriber  unless
expressly  agreed to in writing by the Subscriber or only to the extent required
by law.

                           (h)  AUTOMATIC  TERMINATION.   This  Agreement  shall
automatically terminate without any further action of either party hereto if the
Closing shall not have  occurred by the tenth (10th)  business day following the
date this Agreement is accepted by the Subscriber.



<PAGE>



         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

Dated:   August 28, 2003

                                                  CALYPTE BIOMEDICAL CORPORATION
                                                  a Delaware Corporation

                                             By:    /S /Anthony J. Cataldo
                                                   ------------------------
                                                  Name:  Anthony J. Cataldo
                                                  Title:   Executive Chairman
AGREED TO:
/S/ Marat Safin                Mr. Marat Safin
---------------------          Duly Athorized Attorney
MARR TECHNOLOGIES BV
SUBSCRIBER

         The  undersigned,  a Subscriber to the within  Subscription  Agreement,
agrees to  purchase  20,000,000  Shares of Common  Stock of  Calypte  Biomedical
Corporation in accordance with the terms of the within Subscription Agreement at
$0.50 per share for the sum of $10,000,000.

                                                  /S/ Marat Safin
                                                  -----------------------
                                                  MARR TECHNOLOGIES BV
                                                  SUBSCRIBER
                                                  Mr. Marat Safin
                                                  Duly Authorised Attorney

AGREED TO:

CALYPTE BIOMEDICAL CORPORATION

By:    /S/ Anthony J. Cataldo
       ----------------------
       Executive Chairman



<PAGE>