2005 Credit Facility Agreement
                                     Between
            Calypte Biomedical Corporation and Marr Technologies, BV


Securities:                9% Notes, each with term as specified in Section II.c
                           below (the "Note(s)") of the Issuer

Issuer:                    Calypte Biomedical Corporation (the "Issuer" or the
                           "Company")
                           AMEX: HIV

Purchaser:                 Marr Technologies, B.V.

Commitment Amount:         $5,500,000

Use of Proceeds:           General Corporate Purposes

I. Terms of Note Issuance

      a.    Note Issuance: Beginning on the Effective Date and continuing
            through December 31, 2005, the Issuer may issue Notes, in its sole
            discretion (each, a "Note"), which the Purchaser shall be obligated
            to accept, with an aggregate total not to exceed the Commitment
            Amount. Issuer may issue only one Note within any 30 day period.

      b.    Issuance Notice: The Issuer shall indicate its intention to issue a
            Note by delivering to the Purchaser an Issuance Notice (each, an
            "Issuance Notice") via facsimile transmission. The Issuance Notice
            shall specify:

            (i)   The amount of the Note (the "Note Amount");

            (ii)  The date on which the Note is to be effective and funded,
                  which shall be no sooner than 4 business days from the date of
                  the Issuance Notice. If the Issuer wishes the Note to be
                  funded on the fourth business day, the Issuance Notice must be
                  delivered to the Purchaser and such receipt confirmed, before
                  8:30 a.m. ET.

            (iii) A form of Issuance Notice is attached hereto as Exhibit B.

      c.    Note Amount: The Note Amount shall be a minimum of $500,000 in any
            single issuance and the maximum Note Amount shall be $1,500,000.

      d.    The members of the Company's Board of Directors shall, by vote at a
            duly-noticed meeting or by written consent, unanimously approve the
            Company's issuance of any Note under the Agreement.

II. Settlement

      a.    Settlement: Within 24 hours of the Issuer's transmission of the
            Issuance Notice to the Purchaser, Purchaser shall confirm receipt
            thereof. Once the Purchaser confirms the receipt of the Issuance
            Notice, Purchaser shall have 3 business days in which to purchase
            the Note by wire transfer of immediately available funds to the
            Issuer's designated account. At the election of either party, an
            escrow agent may be used.

<PAGE>

      b.    Note Agreement: Each Note issued pursuant to an Issuance Notice
            under this Agreement shall be evidenced by a Note substantially in
            the form of Exhibit A hereto and shall be executed by authorized
            representatives of both Purchaser and Issuer.

      c.    Term of Note. Each Note issued under the terms of this Agreement
            shall have a term of 12 months, except that any Note(s) outstanding
            at the expiration of this Agreement shall be immediately due and
            payable. Each Note shall be repaid upon maturity by wire transfer of
            immediately available funds to the Purchaser's designated account.

      d.    Interest. Interest shall accrue at 9% per annum on any Notes issued
            under the terms of this Agreement and shall be paid in cash upon the
            maturity of the Note. Any amount of principal or interest due in
            respect of a Note which is not paid on its due date shall bear
            interest from the due date until payment (as well after as before
            judgment) at a rate of 11% per annum.


III. General Conditions

      a.    Effective Date: The Effective Date of this agreement shall be
            April 4, 2005.

      b.    Expiration of Agreement. This agreement shall terminate on 31 May
            2006.

      c.    Subsequent Financings: During the term of this Agreement, Issuer
            will notify Purchaser of all offerings for equity financing which it
            may undertake. Equity financings shall, for the purposes of this
            Agreement, be defined as cash received by Issuer from the sale of
            Issuer's common stock, $0.03 par value, or such other equity
            security or other security convertible into shares of Issuer's
            common stock as it may offer from time to time, for cash,
            specifically excluding (i) shares of Common Stock or Common Stock
            Equivalents to consultants, employees, officers, or directors of the
            Company, as compensation for their services to the Company or any of
            its direct or indirect Subsidiaries pursuant to arrangements
            approved by the Board of Directors of the Company and consistent
            with past practice, (ii) the issuance of the Securities pursuant to
            the 8% Convertible Notes and related warrants transaction documents,
            (iii) shares of Common Stock issued and sold in a firm commitment
            underwritten public offering (which shall not include an equity line
            of credit, shelf takedown, or similar financing arrangement)
            resulting in net proceeds to the Company of in excess of
            $15,000,000, (iv) up to 250,000 shares of Common Stock or Common
            Stock Equivalents issuable in connection with an equipment financing
            by Vencore Solutions LLC, (v) issuance of shares of Common Stock to
            Logisticorp, Inc., and Southwest Resource Preservation, Inc., or
            their successors and assigns, based upon the issuance and conversion
            of outstanding convertible debentures, with the issuance of said
            Common Stock not to exceed 700,000 shares, (vi) shares of Common
            Stock issued as consideration for the acquisition of another company
            or business in which the shareholders of the Company do not have an
            ownership interest, which acquisition has been approved by the Board
            of Directors of the Company, (vii) shares of Common Stock issued in
            connection with Anti-Dilution Entitlements or New Entitlements (each
            as defined in the Amendment to Securities Purchase Agreement dated

<PAGE>

            on or about the date hereof), or (viii) shares of Common Stock or
            Common Stock Equivalents issued in connection with Strategic
            Transactions, which shall be defined as a transaction or
            relationship in which the Company issues shares of Common Stock or
            other securities of the Company to a Person which is, itself or
            through its subsidiaries, an operating company in a business
            synergistic with the business of the Company and in which the
            Company receives benefits in addition to the investment of funds,
            but shall not include a transaction in which the Company is issuing
            securities primarily for the purpose of raising capital or to an
            entity whose primary business is investing in securities. Strategic
            Transaction includes bona fide equipment or real property leases,
            sale and leaseback, or licensing agreements, provided that such
            transaction is approved by the Board of Directors of the Company and
            is not for the purpose of raising capital.

              .i. Issuer will grant Purchaser the right of first refusal to
                  participate in any such subsequent equity financings on the
                  same key terms and conditions, which shall include the dollar
                  investment amount or number of shares to be purchased,
                  pricing, number of warrants and their terms, if any,
                  registration rights and fees, as applicable to the subject
                  offer. Purchaser shall inform Issuer of its decision to
                  participate in any subsequent equity financing within two
                  business days of notice from Issuer. Such right shall
                  terminate on the later of (a) 31 December 2005 or (b) the last
                  date on which a Note is outstanding under this Agreement.

              ii. Regardless of Purchaser's election to participate in any such
                  subsequent equity financings, the Total Note Purchase
                  Commitment under this Agreement shall be decreased dollar for
                  dollar by the net amount of such subsequent equity financing
                  completed by Issuer after the closing of the 8% Senior
                  Convertible Note financing.

      e.    Issuance of Warrant. As a fee for the Note purchase commitment
            evidenced by this Agreement, Issuer agrees to grant, on the
            Effective Date, a warrant to purchase 500,000 shares of its common
            stock, $0.03 par value, at a price of $0.40 per share, but in no
            case less than the closing trade price of Issuer's Common Stock on
            the Effective Date. The warrant shall be exercisable beginning six
            months following the grant date and shall have a term of five years
            from the Effective Date.

                  The Warrant shall be issued to:

                                    Marr Technologies BV
                                    Strawinskylaan 1431
                                    1077XX Amsterdam
                                    Netherlands

                  or to such other party as may be directed by Purchaser. A form
                  of warrant is attached as Exhibit C.

      f.    Non-utilization of Commitment. No utilization of this Credit
            Facility may be made if, at the time the Issuance Notice is tendered
            to Purchaser or at the time the Note is issued, an event of default
            or an event which, with the giving of notice or lapse of time or
            both, would constitute an event of default (the "Event of Default")
            has occurred and is continuing or would result from such utilization
            of this facility.

<PAGE>

      g.    Events of Default. Purchaser may, without prejudice to its other
            rights hereunder, terminate its obligation to purchase the Notes and
            declare all outstanding amounts owing to Purchaser pursuant to Notes
            issued under this Agreement, together with all accrued interest and
            such other payments payable under this Agreement, immediately due
            and payable at any time after any of the following events shall have
            occurred:

            i.    The Issuer defaults in the due performance or observance of
                  any of its obligations under this agreement and, if such
                  default is, in the opinion of the Purchaser, capable of
                  remedy, such default shall not have been remedied within 14
                  days of the Purchaser notifying the Issuer of such default; or

            ii.   Any judgment or order of a court of competent jurisdiction in
                  an amount exceeding $10,000 made against the Issuer is not
                  stayed or complied with within 21 days or if an encumbrancer
                  takes possession of the whole or part of the assets, rights,
                  or revenues of the Issuer or a distress or other process is
                  levied or enforced upon any of the assets, rights or revenues
                  of the Issuer and is not discharged within 21 days; or

            iii.  The Issuer is adjudicated and found insolvent or any step is
                  taken or proceedings are commenced for the winding-up,
                  administration, liquidation, restructuring or dissolution of
                  the Issuer or for the appointment of a liquidator, trustee in
                  bankruptcy, receiver or similar officer in respect of the
                  Issuer or the whole or any part of its assets, rights, or
                  revenues; or

            iv.   The Issuer is, or has been deemed to be, unable to, or admits
                  inability to, pay its debts as they come due or it commences
                  negotiations with one or more if its creditors with a view to
                  the general rescheduling of all or any of its debts or
                  proposes or enters into any composition or other arrangement
                  for the benefit of its creditors generally, or of any class
                  thereof; or

            v.    The common stock of the Issuer ceases to be listed on the
                  American Stock Exchange; or

            vi.   Any other event occurs or circumstance arises which is likely
                  to have a material adverse effect on the business or financial
                  condition of the Issuer.

This agreement is executed and binding as of the last date executed by the
signers below..



             The remainder of this page is intentionally left blank.

<PAGE>


Calypte Biomedical Corporation
("Issuer") A Delaware Corporation


By:________________________________

Title:  ______________________________

Date:  ______________________________

Marr Technologies, B.V.
("Purchaser")

By:________________________________

Title:  ______________________________

Date:  ______________________________


<PAGE>


                                                                       EXHIBIT A

                             FORM OF PROMISSORY NOTE

$_____________
                                                                          [Date]
                                                          Pleasanton, California

      FOR VALUE RECEIVED, Calypte Biomedical Corporation, a Delaware corporation
(the "Borrower") promises to pay to the order of Marr Technologies, B.V. (the
"Payee"), the principal amount of ____________________________________ and
No/100 Dollars ($__________.00) ("Principal"). The unpaid Principal due under
this Note shall bear interest from the date hereof until paid, computed at a
rate equivalent of 9% per annum (computed on the basis of a 360-day year and
actual days elapsed).

      This Note shall be payable in full twelve months from the date hereof, or
on May 31, 2006, if earlier (the "Maturity Date"). All accrued interest on the
entire unpaid principal shall likewise be due on the Maturity Date. Any amount
of principal or interest due in respect of a Note which is not paid on its due
date shall bear interest from the due date until payment (as well after as
before judgment) at a rate of 11% per annum

      Payment of the Principal and interest shall be made in lawful money of the
United States in the form of a wire transfer of immediately available funds to
an account specified by Payee or at such other place as Payee may from time to
time direct in writing. Payee shall be entitled to assign its rights hereunder,
and in the event of such assignment, any references to "Payee" herein shall
include such subsequent holder or holders.

      No delay on the part of the Payee in exercising any right under this Note,
or other undertaking securing or affecting this Note shall operate as a waiver
of such right or any other right, nor shall any omission in exercising any right
on the part of the Payee under this Note. In the event this Note is not paid
when due, the Borrower shall pay all costs of collection, including, without
limitation, reasonable attorneys' fees.

      All notices and other communications hereunder shall be in writing and
shall be deemed received (1) upon receipt or refusal thereof, if delivered
personally or via overnight courier service, or (2) upon receipt by the sender
of transmission confirmation, if delivered via facsimile. Notice to either party
hereto, if faxed or sent by overnight courier service, shall be to the following
addresses:

     If to the Payee, to:                  If to the Borrower, to:

     Marr Technologies, BV                 Calypte Biomedical Corporation
     Strawinskylaan 1431                   5000 Hopyard Road, Suite 480
     1077XX Amsterdam                      Pleasanton, CA 94588
     Netherlands                           Attention:  Executive Vice President
     Attention:  Christian Strik              and CFO
     Facsimile:                            Facsimile:  925-730-0146


Any party may change their address for notice by giving all other parties notice
of such change pursuant to this paragraph.

<PAGE>

      At the option of the Borrower, all or any portion of the Principal and
accrued interest due on this Note may be otherwise prepaid without premium or
penalty, the amount of the prepayment to be applied first to accrued interest
and the remainder to any unpaid balance of Principal.

      This Note and the rights and obligations of the parties hereto shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to the conflicts of laws principles of the State of Delaware. All
rights of Payee hereunder shall inure to the benefit of its successors and
assigns, and all obligations of the Borrower shall bind its successors and
assigns; provided, however, that this Note and the Borrower's obligations
hereunder shall not be assignable by the Borrower without the prior written
consent of Payee. The Borrower hereby waives presentment, demand, protest,
notice of dishonor and/or protest, notice of nonpayment and all other notices
and demands, and assents to the extension of the time of payment, forbearance or
other indulgence, without notice.

      To induce Payee to accept this Note, the Borrower irrevocably agrees that,
subject to Payee's sole and absolute election, all actions or proceedings, in
any way, manner or respect, arising out of or from or related to this Note shall
be litigated in courts having situs within the City of Wilmington, State of
Delaware. The Borrower hereby consents and submits to the jurisdiction of any
local, state or federal court located within said City and State. The Borrower
hereby waives any right it may have to transfer or change the venue of any
litigation brought against the Borrower by Payee in accordance with this
paragraph, and the Borrower hereby specifically waives any right to assert the
doctrine of forum non conveniens.

      THE BORROWER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, COUNTERCLAIM, OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR
IN CONNECTION WITH THIS NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR
(II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO
THIS NOTE OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREES
THAT ANY SUCH ACTION, SUIT COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.

      All of Payee's rights and remedies under this Note are cumulative and
non-exclusive. The acceptance by Payee of any partial payment made hereunder
after the time when any of the Borrower's liabilities become due and payable
will not establish a custom or waive any rights of Payee to enforce prompt
payment hereof. Payee's failure to require strict performance by the Borrower of
any provision of this Note shall not waive, affect or diminish any right of
Payee thereafter to remain in strict compliance and performance herewith.

      IN WITNESS WHEREOF, Calypte Biomedical Corporation has executed and
delivered this Promissory Note the day and year first written above.


                                               CALYPTE BIOMEDICAL CORPORATION


                                               By:
                                                  ------------------------------
                                                  Richard R. Brounstein
                                                  Executive Vice President
                                                  and Chief Financial Officer


<PAGE>


                                                                       Exhibit B



                                     Form Of

                                 ISSUANCE NOTICE

                         Calypte Biomedical Corporation


             The undersigned hereby certifies, with respect to a 9% Note of
    Calypte Biomedical Corporation (the "Company") issuable in connection
    with this Issuance Notice dated __________________ (the "Issuance
    Notice"), delivered pursuant to the 2005 Credit Facility Agreement
    dated as of April 4, 2005 (the "Agreement"), as follows:

             1. The undersigned is the duly appointed _________________ of
the Company.


             2. The Note Amount is $____________.

             3. The Settlement Date shall be _________, 2005.

    The undersigned has executed this Notice this ___th day of ___________ 2005.


                                              CALYPTE BIOMEDICAL CORPORATION


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

<PAGE>

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT AND APPLICABLE STATE SECURITIES LAWS.

                         CALYPTE BIOMEDICAL CORPORATION

                          Common Stock Purchase Warrant
                                       to
                             Purchase 500,000 Shares
                                       of
                                  Common Stock

                      Original Issue Date: Apirl 4, 2005

                This Common Stock Purchase Warrant is issued to:

                              Marr Technologies BV
                               Strawinskylaan 1439
                       1077XX Amsterdam, The Netherlands


by CALYPTE BIOMEDICAL CORPORATION, a Delaware corporation (hereinafter called
the "Company", which term shall include its successors and assigns).

      FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set
out, the registered holder of this Warrant as set forth on the books and records
of the Company (the "Holder") is entitled upon surrender of this Warrant to
purchase from the Company 500,000 fully-paid and non-assessable shares of Common
Stock, $0.03 par value per share (the "Common Stock"), at the Exercise Price (as
defined below) per share.

      This Warrant shall expire at the close of business on April 3, 2010.

      1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant (properly endorsed if required) at the principal office of the
Company at 5000 Hopyard Road, Suite 480, Pleasanton, California 94588 (or such
other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company), and upon payment to the Company, by cash or by certified check or bank
draft, of the Exercise Price for such shares. The Company agrees that the shares
of Common Stock so purchased shall be deemed to be issued to the Holder as the
record owner of such shares of Common Stock as of the close of business on the
date on which this Warrant shall have been surrendered and payment made for such
shares of Common Stock as aforesaid. Certificates for the shares of Common Stock
so purchased (together with a cash adjustment in lieu of any fraction of a
share) shall be delivered to the Holder within a reasonable time, not exceeding
five (5) business days, after the rights represented by this Warrant shall have

<PAGE>

been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, in all other respects identical
with this Warrant, shall also be issued and delivered to the Holder within such
time, or, at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.

          (b) This Warrant may be exercised to acquire, from and after the
date which is six months hereafter, the number of shares of Common Stock set
forth on the first page hereof (subject to adjustments described in this
Warrant); provided, however, the right hereunder to purchase such shares of
Common Stock shall expire at 5:00 p.m. Pleasanton, California time on April 3,
2010.

      2. This Warrant is being issued by the Company pursuant to the terms of
the 2005 Credit Facility Agreement between Calypte Biomedical Corporation and
Marr Technologies BV.

      3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
resulting from the Holder's own circumstances, actions or omissions). The
Company covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this
Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Restated and Amended Articles of
Incorporation, as then amended.

      4. The Initial Exercise Price is the greater of (i) $0.40 or (ii) the
quoted closing trade price on the Original Issue Date per share of Common Stock
("Initial Exercise Price"). The Initial Exercise Price shall be adjusted as
provided for below in this Section 4 (the Initial Exercise Price, and the
Initial Exercise Price, as thereafter then adjusted, shall be referred to as the
"Exercise Price") and the Exercise Price from time to time shall be further
adjusted as provided for below in this Section 4. Upon each adjustment of the
Exercise Price, the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by (i) multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock purchasable hereunder immediately prior to such adjustment, and (ii)
dividing the product thereof by the Exercise Price resulting from such
adjustment. The Exercise Price shall be adjusted as follows:

<PAGE>

            (i) In the case of any amendment to the Company's Articles of
Incorporation to change the designation of the Common Stock or the rights,
privileges, restrictions or conditions in respect to the Common Stock or
division of the Common Stock, this Warrant shall be adjusted so as to provide
that upon exercise thereof, the Holder shall receive, in lieu of each share of
Common Stock theretofore issuable upon such exercise, the kind and amount of
shares, other securities, money and property receivable upon such designation,
change or division by the Holder issuable upon such exercise had the exercise
occurred immediately prior to such designation, change or division. This Warrant
shall be deemed thereafter to provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
4. The provisions of this Subsection 4(i) shall apply in the same manner to
successive reclassifications, changes, consolidations and mergers.

            (ii) If the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, or
declare a dividend or make any other distribution upon the Common Stock payable
in shares of Common Stock, the Exercise Price in effect immediately prior to
such subdivision or dividend or other distribution shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock shall be
combined into a smaller number of shares of Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased.

            (iii) If any capital reorganization or reclassification of the
capital stock of the Company, or any consolidation or merger of the Company with
or into another corporation or other entity, or the sale of all or substantially
all of the Company's assets to another corporation or other entity shall be
effected in such a way that holders of shares of Common Stock shall be entitled
to receive stock, securities, other evidence of equity ownership or assets with
respect to or in exchange for shares of Common Stock, then, as a condition of
such reorganization, reclassification, consolidation, merger or sale (except as
otherwise provided below in this Section 4), lawful and adequate provisions
shall be made whereby the Holder shall thereafter have the right to receive upon
the exercise hereof upon the basis and upon the terms and conditions specified
herein, such shares of stock, securities, other evidence of equity ownership or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of
Common Stock immediately theretofore purchasable and receivable upon the
exercise of this Warrant under this Section 4 had such reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provisions shall be made with respect to the rights and
interests of the Holder to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of shares of Common Stock receivable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be, in relation to any shares
of stock, securities, other evidence of equity ownership or assets thereafter
deliverable upon the exercise hereof (including an immediate adjustment, by
reason of such consolidation or merger, of the Exercise Price to the value for
the Common Stock reflected by the terms of such consolidation or merger if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation or merger). Subject to the terms of this Warrant, in the
event of a merger or consolidation of the Company with or into another
corporation or other entity as a result of which the number of shares of common
stock of the surviving corporation or other entity issuable to holders of Common
Stock, is greater or lesser than the number of shares of Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise

<PAGE>

Price in effect immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the outstanding shares of Common Stock. The Company shall not effect any such
consolidation, merger or sale, unless, prior to the consummation thereof, the
successor corporation (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets shall assume
by written instrument executed and mailed or delivered to the Holder, the
obligation to deliver to the Holder such shares of stock, securities, other
evidence of equity ownership or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to receive or otherwise acquire. If a
purchase, tender or exchange offer is made to and accepted by the holders of
more than fifty (50%) percent of the outstanding shares of Common Stock, the
Company shall not effect any consolidation, merger or sale with the person
having made such offer or with any affiliate of such person, unless prior to the
consummation of such consolidation, merger or sale the Holder of this Warrant
shall have been given a reasonable opportunity to then elect to receive upon the
exercise of this Warrant the amount of stock, securities, other evidence of
equity ownership or assets then issuable with respect to the number of shares of
Common Stock in accordance with such offer.

      (iv) In case the Company shall, at any time prior to exercise of this
Warrant, consolidate or merge with any other corporation or other entity (where
the Company is not the surviving entity) or transfer all or substantially all of
its assets to any other corporation or other entity, then the Company shall, as
a condition precedent to such transaction, cause effective provision to be made
so that the Holder of this Warrant upon the exercise of this Warrant after the
effective date of such transaction shall be entitled to receive the kind and
amount of shares, evidences of indebtedness and/or other securities or property
receivable on such transaction by a holder of the number of shares of Common
Stock as to which this Warrant was exercisable immediately prior to such
transaction (without giving effect to any restriction upon such exercise); and,
in any such case, appropriate provision shall be made with respect to the rights
and interest of the Holder of this Warrant to the end that the provisions of
this Warrant shall thereafter be applicable (as nearly as may be practicable)
with respect to any shares, evidences of indebtedness or other securities or
assets thereafter deliverable upon exercise of this Warrant. Upon the occurrence
of any event described in this Section 4(iv), the holder of this Warrant shall
have the right to (i) exercise this Warrant immediately prior to such event at
an Exercise Price equal to lesser of (1) the then Exercise Price or (2) the
price per share of Common Stock paid in such event, or (ii) retain ownership of
this Warrant, in which event, appropriate provisions shall be made so that the
Warrant shall be exercisable at the Holder's option into shares of stock,
securities or other equity ownership of the surviving or acquiring entity.

      (v) Subsequent Equity Sales

            (a) If the Company or any subsidiary thereof, as applicable,  at any
            time prior to the one year  anniversary  of the Original Issue Date,
            shall  issue  shares of Common  Stock or  Common  Stock  Equivalents
            (which shall mean any  securities  of the Company or any  Subsidiary
            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)
            entitling  any Person to acquire  shares of Common  Stock at a price

<PAGE>

            per share less than the Exercise  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 Exercise Price,  such issuance
            shall be deemed to have occurred for less than the Exercise  Price),
            then, the Exercise Price shall be reduced to equal such lower price.
            Such  adjustment  shall be made whenever such Common Stock or Common
            Stock Equivalents are issued. The Company shall notify the Holder in
            writing, no later than the Trading Day following the issuance of any
            Common Stock or Common  Stock  Equivalent  subject to this  section,
            indicating  therein the applicable  issuance price, or of applicable
            reset price,  exchange  price,  conversion  price and other  pricing
            terms.

            (b) For purposes of this subsection 4(v), the following  subsections
            (v)(b)(l) to (v)(b)(3) shall also be applicable:

                  (1)  Issuance  of Rights or  Options.  In case at any time the
            Company shall in any manner grant (directly and not by assumption in
            a merger or otherwise) any warrants or other rights to subscribe for
            or to purchase,  or any options for the purchase of, Common Stock or
            any stock or security  convertible  into or exchangeable  for Common
            Stock (such warrants,  rights or options being called  "Options" and
            such  convertible or exchangeable  stock or securities  being called
            "Convertible  Securities")  whether or not such Options or the right
            to  convert  or  exchange  any  such   Convertible   Securities  are
            immediately  exercisable,  and the price per share for which  Common
            Stock is  issuable  upon the  exercise  of such  Options or upon the
            conversion or exchange of such Convertible Securities (determined by
            dividing  (i) the sum (which  sum shall  constitute  the  applicable
            consideration)  of  (x)  the  total  amount,  if  any,  received  or
            receivable by the Company as consideration  for the granting of such
            Options,  plus (y) the aggregate amount of additional  consideration
            payable to the Company upon the exercise of all such  Options,  plus
            (z),  in the  case of  such  Options  which  relate  to  Convertible
            Securities,  the aggregate  amount of additional  consideration,  if
            any, payable upon the issue or sale of such  Convertible  Securities
            and upon the  conversion  or  exchange  thereof,  by (ii) the  total
            maximum  number of shares of Common Stock issuable upon the exercise
            of such  Options  or upon the  conversion  or  exchange  of all such
            Convertible  Securities  issuable upon the exercise of such Options)
            shall be less than the Exercise Price in effect immediately prior to
            the time of the granting of such  Options,  then the total number of
            shares of Common Stock issuable upon the exercise of such Options or
            upon conversion or exchange of the total amount of such  Convertible
            Securities  issuable  upon the  exercise  of such  Options  shall be
            deemed to have been  issued  for such price per share as of the date
            of granting  of such  Options or the  issuance  of such  Convertible
            Securities  and  thereafter  shall be deemed to be  outstanding  for
            purposes  of  adjusting  the  Exercise  Price.  Except as  otherwise
            provided in  subsection  4(v)(b)(3),  no  adjustment of the Exercise
            Price shall be made upon the actual issue of such Common Stock or of
            such  Convertible  Securities  upon exercise of such Options or upon
            the actual issue of such Common Stock upon conversion or exchange of
            such Convertible Securities.

<PAGE>

                  (2) Issuance of  Convertible  Securities.  In case the Company
            shall in any  manner  issue  (directly  and not by  assumption  in a
            merger or otherwise) or sell any Convertible Securities,  whether or
            not  the  rights  to  exchange  or  convert  any  such   Convertible
            Securities are immediately exercisable,  and the price per share for
            which  Common  Stock is issuable  upon such  conversion  or exchange
            (determined by dividing (i) the sum (which sum shall  constitute the
            applicable  consideration)  of (x)  the  total  amount  received  or
            receivable by the Company as consideration  for the issue or sale of
            such  Convertible  Securities,  plus  (y) the  aggregate  amount  of
            additional  consideration,  if any,  payable to the Company upon the
            conversion or exchange  thereof,  by (ii) the total number of shares
            of Common Stock issuable upon the conversion or exchange of all such
            Convertible  Securities)  shall be less than the  Exercise  Price in
            effect immediately prior to the time of such issue or sale, then the
            total  maximum  number  of  shares of  Common  Stock  issuable  upon
            conversion or exchange of all such  Convertible  Securities shall be
            deemed to have been  issued  for such price per share as of the date
            of the issue or sale of such  Convertible  Securities and thereafter
            shall be deemed to be  outstanding  for  purposes of  adjusting  the
            Exercise  Price,  provided that (a) except as otherwise  provided in
            subsection 4(v)(b)(3),  no adjustment of the Exercise Price shall be
            made upon the actual  issuance of such Common Stock upon  conversion
            or  exchange  of such  Convertible  Securities  and  (b) no  further
            adjustment  of the  Exercise  Price  shall be made by  reason of the
            issue or sale of Convertible Securities upon exercise of any Options
            to purchase any such Convertible Securities for which adjustments of
            the Exercise  Price have been made pursuant to the other  provisions
            of subsection 4(v).

                  (3)  Change  in  Option  Price or  Conversion  Rate.  Upon the
            happening of any of the following  events,  namely,  if the purchase
            price  provided  for  in  any  Option   referred  to  in  subsection
            4(v)(b)(l)  hereof,  the additional  consideration,  if any, payable
            upon  the  conversion  or  exchange  of any  Convertible  Securities
            referred to in subsections  4(v)(b)(l) or 4(v(b)(2),  or the rate at
            which Convertible  Securities referred to in subsections  4(v)(b)(l)
            or 4(v)(b)(2) are convertible  into or exchangeable for Common Stock
            shall  change at any time  (including,  but not limited to,  changes
            under  or by  reason  of  provisions  designed  to  protect  against
            dilution),  the  Exercise  Price in effect at the time of such event
            shall forthwith be readjusted to the Exercise Price which would have
            been  in  effect  at such  time  had  such  Options  or  Convertible
            Securities  still  outstanding  provided for such  changed  purchase
            price, additional  consideration or conversion rate, as the case may
            be,  at  the  time  initially  granted,   issued  or  sold.  On  the
            termination of any Option for which any adjustment was made pursuant
            to  this  subsection  4(v)  or any  right  to  convert  or  exchange
            Convertible Securities for which any adjustment was made pursuant to
            this  subsection  4(v)  (including   without   limitation  upon  the
            redemption  or  purchase  for   consideration  of  such  Convertible
            Securities  by the  Company),  the  Exercise  Price  then in  effect
            hereunder  shall  forthwith be changed to the  Exercise  Price which
            would have been in effect at the time of such  termination  had such
            Option  or  Convertible   Securities,   to  the  extent  outstanding
            immediately prior to such termination, never been issued.

<PAGE>

            (c) Notwithstanding the foregoing,  no adjustment will be made under
            this  paragraph  (v) in respect of: (1) the  issuance of  securities
            upon the  exercise or  conversion  of any Common  Stock  Equivalents
            issued  by the  Company  prior to the  Original  Issue  Date of this
            Warrant  (but  this  subsection  (v) will  apply to any  amendments,
            modifications,  and  reissuances  thereof  and  as a  result  of any
            changes,  resets or  adjustments  to a Conversion or Exchange  Price
            thereunder whether or not as a result of any amendment, modification
            or  reissuance),  or (2) the grant of  options or  warrants,  or the
            issuance of additional securities, under any duly authorized Company
            stock option,  stock incentive plan,  restricted stock plan or stock
            purchase  plan  in  existence  on the  Closing  Date  or  thereafter
            approved by the stockholders of the Company, or (3) shares of Common
            Stock or Common Stock Equivalents issued to consultants,  employees,
            officers or  directors  of the Company,  as  compensation  for their
            services   to  the   Company  or  any  of  its  direct  or  indirect
            Subsidiaries  pursuant  to  arrangements  approved  by the  Board of
            Directors of the Company and consistent  with past practice,  or (4)
            the issuance of the Securities pursuant to the Transaction Documents
            (as defined in the Notes  Purchase  Agreement  dated on or about the
            date hereof),  or (5) up to 250,000 shares of Common Stock or Common
            Stock Equivalents issuable in connection with an equipment financing
            by Vencore  Solutions,  LLC, or (6) the  issuance of Common Stock to
            Logisticorp,  Inc., and Southwest  Resource  Preservation,  Inc., or
            their successors and assigns, based upon the issuance and conversion
            of  outstanding  convertible  debentures,  with the issuance of said
            Common Stock not to exceed 700,000  shares,  or (7) shares of Common
            Stock issued as consideration for the acquisition of another company
            or business in which the  shareholders of the Company do not have an
            ownership interest, which acquisition has been approved by the Board
            of Directors of the  Company,  or (8) pursuant to the  Anti-Dilution
            Entitlements and New Entitlements  (each as defined in the Amendment
            to Securities Purchase Agreement dated on or about the date hereof),
            or (9) shares of Common Stock or Common Stock Equivalents  issued in
            connection with Strategic Transactions,  which shall be defined as a
            transaction  or  relationship  in which the Company issues shares of
            Common  Stock or other  securities  of the Company to a Person which
            is, itself or through its  subsidiaries,  an operating  company in a
            business  synergistic  with the business of the Company and in which
            the Company  receives  benefits in  addition  to the  investment  of
            funds,  but shall not include a transaction  in which the Company is
            issuing  securities  primarily for the purpose of raising capital or
            to an entity whose  primary  business is  investing  in  securities.
            Strategic  Transaction includes bona fide equipment or real property
            leases, sale and leaseback,  or licensing agreements,  provided that
            such  transaction  is  approved  by the  Board of  Directors  of the
            company and is not for the purpose of raising capital.

<PAGE>

            (d) The adjustments that would arise under this paragraph (v) shall
            only take effect from such time as the Company has obtained
            stockholder approval; and if such stockholder approval is obtained,
            then the adjustments that would have occurred under this paragraph
            (v) for issuance prior to the date of such Stockholder approval
            shall take effect as of the date of such stockholder approval. The
            Company must use its best efforts to seek and obtain stockholder
            approval as soon as possible following, and in any event within 90
            days of, the date of issue of the relevant shares of Common Stock or
            Common Stock Equivalents.

      Whenever the Exercise Price shall be adjusted  pursuant to this Section 4,
the Company shall issue a certificate  signed by its President or Vice President
and by its Treasurer,  Assistant  Treasurer,  Secretary or Assistant  Secretary,
setting forth, in reasonable  detail,  the event  requiring the adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including  a  description  of the basis on which the Board of  Directors of the
Company made any determination  hereunder),  and the Exercise Price after giving
effect to such  adjustment,  and shall cause copies of such  certificates  to be
mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. The
Company shall make such  certificate  and mail it to the Holder  promptly  after
each adjustment.

      No fractional  shares of Common Stock shall be issued in  connection  with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall  make a cash  payment  therefore  equal in  amount to the  product  of the
applicable fraction multiplied by the Exercise Price then in effect.

      5. In the event the Company  grants  rights  (other  than  rights  granted
pursuant to a  shareholder  rights or poison pill plan) to all  shareholders  to
purchase Common Stock,  the Holder shall have the same rights as if this Warrant
had been exercised immediately prior to such grant.

      6. The shares of Common Stock  issuable  upon the exercise of this Warrant
shall have  piggyback  rights for inclusion in the next  registration  statement
filed by the Company with the Securities and Exchange Commission.

      7. This Warrant need not be changed  because of any change in the Exercise
Price or in the number of shares of Common Stock purchased hereunder.

      8. The terms  defined in this  paragraph,  whenever  used in this Warrant,
shall,  unless the context  otherwise  requires,  have the  respective  meanings
hereinafter  specified.  The term  "Common  Stock"  shall mean and  include  the
Company's Common Stock, $0.03 par value per share, authorized on the date of the
original  issue  of  this  Warrant  and  shall  also  include  in  case  of  any
reorganization, reclassification, consolidation, merger or sale of assets of the
character  referred  to in  Section 4 hereof,  the stock,  securities  or assets
provided  for in such  paragraph.  The term  "Company"  shall also  include  any
successor corporation to Calypte Biomedical Corporation by merger, consolidation
or otherwise.  The term  "outstanding"  when used with reference to Common Stock
shall  mean at any  date as of which  the  number  of  shares  thereof  is to be
determined,  all issued shares of Common Stock, except shares then owned or held
by or for the  account  of the  Company.  The term  "1933  Act"  shall  mean the
Securities Act of 1933, as amended,  or any successor  Federal statute,  and the
rules and  regulations of the Securities and Exchange  Commission,  or any other
Federal agency then  administering  the 1933 Act,  there-under,  all as the same
shall be in effect at the time.

      9. This Warrant is  exchangeable,  upon the surrender hereby by the Holder
at the  office  or  agency  of the  Company,  for new  Warrants  of  like  tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed  for and purchased  hereunder,
each of such new Warrants to represent  the right to subscribe  for and purchase

<PAGE>

such number of shares of Common  Stock as shall be  designated  by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company
of the loss,  theft,  destruction  or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity,  reasonably satisfactory to the Company, or, in the case
of any such  mutilation,  upon surrender or cancellation of this Warrant or such
new Warrants,  the Company will issue to the Holder a new Warrant of like tenor,
in lieu  of this  Warrant  or such  new  Warrants,  representing  the  right  to
subscribe  for and  purchase  the number of shares of Common  Stock which may be
subscribed for and purchased hereunder.

      10. The  Company  will at no time close its  transfer  books  against  the
transfer  of this  Warrant or of any shares of Common  Stock  issued or issuable
upon the exercise of this warrant in any manner which interferes with the timely
exercise  of this  Warrant.  This  Warrant  shall not  entitle the Holder to any
voting  rights or any rights as a  shareholder  of the  Company.  The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

      11. This  Warrant  sets forth the entire  agreement of the Company and the
Holder of the Common  Stock  issuable  upon the  exercise of this  Warrant  with
respect  to the rights of the Holder  and the  Common  Stock  issuable  upon the
exercise of this  Warrant,  notwithstanding  the knowledge of such Holder of any
other agreement or the provisions of any agreement,  whether or not known to the
Holder,  and the Company  represents  that there are no agreements  inconsistent
with the terms  hereof or which  purport  in any way to bind the  Holder of this
Warrant or the Common Stock.

      12.  The laws of the  State  of  California  shall  govern  the  validity,
interpretation  and  performance  of this  Warrant  and  each of its  terms  and
provisions.

      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer.


CALYPTE BIOMEDICAL CORPORATION


  By
    ----------------------------------------
    Name: Richard D. Brounstein
    Title: Executive Vice President & CFO

<PAGE>

                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the Warrant to which this form applies, issued by Calypte Biomedical
Corporation ("Calypte"))

To Calypte Biomedical Corporation:

      The undersigned hereby irrevocably elects to purchase _____________ shares
of common stock, $0.03 par value per share, of Calypte (the "Common Stock") and,
encloses herewith $________ in cash, certified or official bank check or checks,
which sum  represents  the aggregate  Exercise Price (as defined in the Warrant)
for the  number  of shares of Common  Stock to which  this Form of  Election  to
Purchase relates,  together with any applicable taxes payable by the undersigned
pursuant to the Warrant.

      The undersigned  requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                      PLEASE INSERT SOCIAL SECURITY OR
                                      TAX IDENTIFICATION NUMBER


--------------                        -------------------------------------



--------------------------------------------------------------------------------
                         (Please print name and address)




Dated:______________,_____            Name of Holder:



                                       (Print)
                                              ----------------------------

                                       (By:)
                                              ----------------------------
                                       (Name:)
                                       (Title:)
                                       (Signature  must conform in all respects
                                       to name of holder as specified on the
                                       face of the Warrant)


<PAGE>


                               FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of Calypte  Biomedical
Corporation  to which the within Warrant  relates and appoints  ________________
attorney to transfer said right on the books of Calypte  Biomedical  Corporation
with full power of substitution in the premises.

Dated:

---------------, ----


                             -----------------------------------------------
                            (Signature  must  conform in all respects to name of
                             holder as specified on the face of the Warrant)


                             -----------------------------------------------
                             Address of Transferee

                             -----------------------------------------------

                             -----------------------------------------------



In the presence of:


--------------------------