Exhibit 10.149

                                                                       EXHIBIT C

NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.

                         CALYPTE BIOMEDICAL CORPORATION

                                     WARRANT

Warrant No. [  ]                              Original Issue Date:  July 9, 2004


      Calypte Biomedical  Corporation,  a Delaware  corporation (the "COMPANY"),
hereby  certifies that, for value received,  [ ] or its registered  assigns (the
"HOLDER"), is entitled to purchase from the Company up to a total of [ ]1 shares
of Common Stock (each such share,  a "WARRANT  SHARE" and all such  shares,  the
"WARRANT SHARES"), at any time and from time to time from and after the Original
Issue Date and through and including July 9, 2009 (the "EXPIRATION  DATE"),  and
subject to the following terms and conditions:

      1.  Definitions.  As used in this Warrant,  the following terms shall have
the respective  definitions set forth in this Section 1. Capitalized  terms that
are used and not  defined  in this  Warrant  that are  defined  in the  Purchase
Agreement (as defined below) shall have the respective  definitions set forth in
the Purchase Agreement.

      "BUSINESS DAY" means any day except Saturday, Sunday and any day that is a
federal  legal  holiday  in  the  United  States  or  a  day  on  which  banking
institutions in the State of New York are authorized or required by law or other
government action to close.

--------------
1     A number of shares as equals 70% of the Shares  issuable to such  Investor
      at Closing under the Purchase Agreement.

<PAGE>


      "COMMON  STOCK" means the common stock of the Company,  par value $.03 per
share,  and any  securities  into  which  such  common  stock may  hereafter  be
reclassified.

      "EXERCISE  PRICE" means $0.50,  subject to adjustment  in accordance  with
Section 9.

      "ORIGINAL ISSUE DATE" means the Original Issue Date first set forth on the
first page of this Warrant.

      "NEW YORK COURTS" means the state and federal  courts  sitting in the City
of New York, Borough of Manhattan.

      "PURCHASE  AGREEMENT" means the Securities Purchase Agreement,  dated July
9, 2004, to which the Company and the original Holders are parties.

      "TRADING  DAY"  means (i) a day on which the  Common  Stock is traded on a
Trading Market (other than the OTC Bulletin Board),  or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin  Board), a day on
which the Common Stock is traded in the over-the-counter  market, as reported by
the OTC  Bulletin  Board,  or (iii) if the  Common  Stock is not  quoted  on any
Trading   Market,   a  day  on  which  the   Common   Stock  is  quoted  in  the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding to its functions
of reporting prices);  provided,  that in the event that the Common Stock is not
listed or quoted as set forth in (i),  (ii) and (iii)  hereof,  then Trading Day
shall mean a Business Day.

      2.  Registration of Warrant.  The Company shall register this Warrant upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

      3.  Registration of Transfers.  The Company shall register the transfer of
any portion of this  Warrant in the Warrant  Register,  upon  surrender  of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address  specified  herein.  Upon any such registration or
transfer,  a new Warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new Warrant, a "NEW Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee  thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

      4. Exercise and Duration of Warrants. This Warrant shall be exercisable by
the registered Holder at any time and from time to time on or after the Original
Issue Date through and including  the  Expiration  Date. At 6:30 p.m.,  New York
City time on the  Expiration  Date,  the portion of this  Warrant not  exercised
prior thereto shall be and become void and of no value. The Company may not call
or redeem any portion of this Warrant  without the prior written  consent of the
affected Holder.


                                       2
<PAGE>


      5. Delivery of Warrant Shares.

            (a) To effect exercises hereunder,  the Holder shall not be required
to  physically  surrender  this  Warrant  unless the  aggregate  Warrant  Shares
represented  by this Warrant is being  exercised.  Upon delivery of the Exercise
Notice (in the form attached  hereto) to the Company (with the attached  Warrant
Shares Exercise Log) at its address for notice set forth herein and upon payment
of the Exercise Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder, the Company shall promptly (but in no event later
than three  Trading Days after the Date of Exercise (as defined  herein))  issue
and deliver to the Holder,  a certificate  for the Warrant Shares  issuable upon
such exercise, which, unless otherwise required by the Purchase Agreement, shall
be free of restrictive  legends.  The Company shall,  upon request of the Holder
and subsequent to the date on which a registration statement covering the resale
of the Warrant Shares has been declared effective by the Securities and Exchange
Commission,  use its reasonable best efforts to deliver Warrant Shares hereunder
electronically  through the Depository Trust Corporation or another  established
clearing corporation performing similar functions, if available, provided, that,
the Company may,  but will not be required to change its  transfer  agent if its
current transfer agent cannot deliver Warrant Shares electronically  through the
Depository Trust  Corporation.  A "DATE OF EXERCISE" means the date on which the
Holder shall have  delivered to the Company:  (i) the Exercise  Notice (with the
Warrant  Exercise Log attached to it),  appropriately  completed and duly signed
and (ii) if such Holder is not utilizing the cashless  exercise  provisions  set
forth in this Warrant,  payment of the Exercise  Price for the number of Warrant
Shares so indicated by the Holder to be purchased.

            (b) If by the third Trading Day after a Date of Exercise the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  then the Holder will have the right to rescind  such
exercise.

            (c) If by the third Trading Day after a Date of Exercise the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  and if after such third Trading Day and prior to the
receipt  of such  Warrant  Shares,  the  Holder  purchases  (in an  open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated  receiving
upon such exercise (a  "BUY-IN"),  then the Company shall (1) pay in cash to the
Holder the amount by which (x) the  Holder's  total  purchase  price  (including
brokerage  commissions,  if any) for the  shares  of Common  Stock so  purchased
exceeds (y) the amount  obtained by multiplying (A) the number of Warrant Shares
that the Company was  required to deliver to the Holder in  connection  with the
exercise at issue by (B) the  closing bid price of the Common  Stock at the time
of the obligation giving rise to such purchase  obligation and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of  Warrant  Shares for which such  exercise  was not  honored or deliver to the
Holder the number of shares of Common  Stock that would have been issued had the
Company timely  complied with its exercise and delivery  obligations  hereunder.
The Holder  shall  provide the Company  written  notice  indicating  the amounts
payable to the Holder in respect of the Buy-In.


                                       3
<PAGE>

            (d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.

      6. Charges,  Taxes and Expenses.  Issuance and delivery of Warrant  Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax,  withholding tax,  transfer agent fee or other incidental
tax or expense in respect of the  issuance  of such  certificates,  all of which
taxes and expenses  shall be paid by the Company;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or  Warrants  in a name  other  than that of the  Holder.  The  Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

      7. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity  (which shall not include a surety  bond),  if  requested.
Applicants  for a New Warrant  under such  circumstances  shall also comply with
such other  reasonable  regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation  of this  Warrant,  then the Holder shall  deliver such
mutilated  Warrant to the  Company as a  condition  precedent  to the  Company's
obligation to issue the New Warrant.

      8.  Reservation of Warrant Shares.  The Company  covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other  contingent  purchase rights of Persons other than the Holder (taking into
account the  adjustments and  restrictions of Section 9). The Company  covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.

      9. Certain  Adjustments.  The Exercise  Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9.


                                       4
<PAGE>

            (a) Stock  Dividends and Splits.  If the Company,  at any time while
this Warrant is  outstanding,  (i) pays a stock  dividend on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or
combination.

            (b) Fundamental Transactions.  If, at any time while this Warrant is
outstanding,  (1) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (2)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"FUNDAMENTAL  TRANSACTION"),  then the Holder shall have the right thereafter to
receive,  upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been  entitled to receive upon the  occurrence
of such  Fundamental  Transaction  if it had  been,  immediately  prior  to such
Fundamental  Transaction,  the  holder of the  number  of  Warrant  Shares  then
issuable upon exercise in full of this Warrant (the "ALTERNATE  CONSIDERATION").
For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate  Consideration based on the
amount of  Alternate  Consideration  issuable  in respect of one share of Common
Stock in such  Fundamental  Transaction,  and the Company  shall  apportion  the
Exercise  Price  among  the  Alternate  Consideration  in  a  reasonable  manner
reflecting  the relative  value of any  different  components  of the  Alternate
Consideration.  If  holders  of Common  Stock  are  given  any  choice as to the
securities,  cash or property to be received in a Fundamental Transaction,  then
the Holder shall be given the same choice as to the Alternate  Consideration  it
receives  upon  any  exercise  of  this  Warrant   following  such   Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental  Transaction shall, either (1) issue to the
Holder a new warrant  substantially  in the form of this Warrant and  consistent
with the foregoing  provisions and evidencing the Holder's right to purchase the
Alternate  Consideration for the aggregate Exercise Price upon exercise thereof,
or (2)  purchase the Warrant  from the Holder for a purchase  price,  payable in
cash within five Trading Days after such request (or, if later, on the effective
date of the  Fundamental  Transaction),  equal to the Black Scholes value of the
remaining  unexercised portion of this Warrant on the date of such request.  The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this paragraph (c) and insuring that the Warrant (or any
such  replacement  security)  will be  similarly  adjusted  upon any  subsequent
transaction analogous to a Fundamental Transaction.


                                       5
<PAGE>

            (c) Subsequent Equity Sales.

                  (i) If the Company or any  subsidiary  thereof,  as applicable
with  respect to Common  Stock  Equivalents,  at any time while this  Warrant is
outstanding,  shall issue 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 any
other instrument that is at any time  convertible  into or exchangeable  for, or
otherwise  entitles the holder thereof to receive,  Common Stock or Common Stock
Equivalents  entitling any Person to acquire shares of Common Stock,  at a price
per share less than $0.40  (appropriately  adjusted for any stock splits,  stock
combinations  or similar events  occurring prior to such time) (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  $0.40  (appropriately
adjusted for any stock splits,  stock  combinations or similar events  occurring
prior to such time),  such  issuance  shall be deemed to have  occurred for less
than $0.40  (appropriately  adjusted for any stock splits, stock combinations or
similar events occurring prior to such time)), then, at the option of the Holder
for such exercises as it shall indicate,  the Exercise Price shall be multiplied
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock  outstanding  immediately  prior to the  issuance of such shares of Common
Stock or such Common Stock Equivalents plus the number of shares of Common Stock
which the  offering  price  for such  shares  of  Common  Stock or Common  Stock
Equivalents  would purchase at the Exercise Price,  and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to such  issuance  plus the number of shares of Common  Stock so issued or
issuable.  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.  Notwithstanding  the foregoing,  no adjustment will be
made under this Section 9(c) in respect of:

                  (1) any grant of an  option or  warrant  for  Common  Stock or
issuance  of any shares of Common  Stock  upon the  exercise  of any  options or
warrants to employees,  officers and directors of or  consultants to the Company
pursuant to any stock option plan,  employee stock purchase plan or similar plan
or  incentive  or  consulting  arrangement  approved by the  Company's  board of
directors;

                  (2) any  restricted  stock  awards  approved by the  Company's
Board of Directors;

                  (3) shares of Common Stock or Common Stock Equivalents  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;


                                       6
<PAGE>

                  (4)  any  rights  or  agreements  to  purchase   Common  Stock
Equivalents  outstanding on the date hereof and as specified in Schedule  3.1(g)
to the Purchase  Agreement (but not as to any amendments or other  modifications
to the number of Common Stock issuable thereunder,  the terms set forth therein,
or the exercise price set forth therein);

                  (5)  issuance  of shares of Common  Stock to  Logisticorp  and
Southwest Resource Preservation, Inc., based upon the issuance and conversion of
outstanding convertible  debentures,  with the issuance of said Common Stock not
to exceed 700,000 shares; or

                  (6) up to an  aggregate  of  500,000  shares of  Common  Stock
(including  any shares of Common  Stock  issuable  in  respect  of Common  Stock
Equivalents)  issued or issuable as part of an equipment  financing  line in the
ordinary  course of  business  at a price not less than the market  price of the
Common Stock at the time of the issuance.

                  (ii) If, at any time while this  Warrant is  outstanding,  the
Company or any Subsidiary  issues Common Stock  Equivalents at a price per share
that floats or resets or otherwise  varies or is subject to adjustment  based on
market  prices of the  Common  Stock (a  "FLOATING  PRICE  SECURITY"),  then for
purposes of applying the preceding  paragraph in connection  with any subsequent
exercise, the Exercise Price will be determined separately on each Exercise Date
and will be deemed to equal the  lowest  price per share at which any  holder of
such Floating  Price  Security is entitled to acquire  shares of Common Stock on
such Exercise Date (regardless of whether any such holder actually  acquires any
shares on such date).

            (d) Number of Warrant Shares.  Simultaneously with any adjustment to
the Exercise Price pursuant to this Section 9, the number of Warrant Shares that
may be purchased  upon  exercise of this Warrant shall be increased or decreased
proportionately,  so that after such  adjustment  the aggregate  Exercise  Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment.

            (e)  Calculations.  All  calculations  under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share,  as applicable.  The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company,  and the  disposition
of any such shares shall be considered an issue or sale of Common Stock.

            (f) Notice of  Adjustments.  Upon the occurrence of each  adjustment
pursuant to this  Section 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.


                                       7
<PAGE>

            (g)  Notice of  Corporate  Events.  If the  Company  (i)  declares a
dividend or any other  distribution  of cash,  securities  or other  property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material  terms and conditions of such  transaction  (but only to the extent
such disclosure would not result in the  dissemination  of material,  non-public
information  to the  Holder) at least 10 calendar  days prior to the  applicable
record or  effective  date on which a Person  would need to hold Common Stock in
order to  participate  in or vote  with  respect  to such  transaction,  and the
Company  will take all steps  reasonably  necessary  in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the  validity of the  corporate  action  required to be described in such
notice.

      10.  Payment of Exercise  Price.  The Holder may pay the Exercise Price in
one of the following manners:

            (a) Cash  Exercise.  The Holder may  deliver  immediately  available
funds; or

            (b) Cashless Exercise.  If an Exercise Notice is delivered following
the earlier of the (i) Effectiveness Date or (ii) Effective Date, at a time when
a registration  statement  permitting the Holder to resell the Warrant Shares is
not  then  effective  or the  prospectus  forming  a part  thereof  is not  then
available  to the Holder for the resale of the Warrant  Shares,  then the Holder
may notify the Company in an Exercise Notice of its election to utilize cashless
exercise,  in which  event the  Company  shall issue to the Holder the number of
Warrant Shares determined as follows:


                            X = Y [(A-B)/A]

                           where:

                                    X = the number of Warrant Shares to be
                                    issued to the Holder.

                                    Y  =  the  number  of  Warrant  Shares  with
                                    respect  to  which  this  Warrant  is  being
                                    exercised.

                                    A = the  average of the  closing  prices for
                                    the five Trading Days  immediately  prior to
                                    (but not including) the Exercise Date.

                                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the holding period for the Warrant Shares shall be deemed to have commenced,  on
the date this Warrant was originally issued.


                                       8
<PAGE>

      11. Limitations on Exercise.

            (a)  Notwithstanding  anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of
this  Warrant (or  otherwise in respect  hereof)  shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially  owned by such Holder and its
Affiliates  and any other  Persons  whose  beneficial  ownership of Common Stock
would be  aggregated  with the  Holder's  for  purposes of Section  13(d) of the
Exchange  Act,  does not  exceed  4.999%  of the  total  number  of  issued  and
outstanding  shares of Common  Stock  (including  for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For such  purposes,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and regulations promulgated  thereunder.  This provision shall
not  restrict the number of shares of Common Stock which a Holder may receive or
beneficially  own in  order to  determine  the  amount  of  securities  or other
consideration  that  such  Holder  may  receive  in the  event of a  Fundamental
Transaction as contemplated  in Section 9 of this Warrant.  By written notice to
the Company,  the Holder may waive the provisions of this Section 11(a), but any
such  waiver  will not be  effective  until the 61st day after  delivery of such
notice, nor will any such waiver effect any other Holder.

            (b)  Notwithstanding  anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of
this  Warrant (or  otherwise in respect  hereof)  shall be limited to the extent
necessary to insure that, following such exercise (or other issuance), the total
number of shares of Common Stock then beneficially  owned by such Holder and its
Affiliates  and any other  Persons  whose  beneficial  ownership of Common Stock
would be  aggregated  with the  Holder's  for  purposes of Section  13(d) of the
Exchange  Act,  does not  exceed  9.999%  of the  total  number  of  issued  and
outstanding  shares of Common  Stock  (including  for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For such  purposes,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and regulations promulgated  thereunder.  This provision shall
not  restrict the number of shares of Common Stock which a Holder may receive or
beneficially  own in  order to  determine  the  amount  of  securities  or other
consideration  that  such  Holder  may  receive  in the  event of a  Fundamental
Transaction as contemplated in Section 9 of this Warrant.  This  restriction may
not be waived.

      12. No Fractional  Shares.  No fractional shares of Warrant Shares will be
issued  in  connection  with  any  exercise  of  this  Warrant.  In  lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such  fraction  multiplied  by the closing  price of one
Warrant  Share as  reported  by the  applicable  Trading  Market  on the date of
exercise.

      13.  Notices.  Any and all notices or other  communications  or deliveries
hereunder  (including,  without  limitation,  any Exercise  Notice)  shall be in
writing and shall be deemed given and  effective on the earliest of (i) the date
of  transmission,  if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications  shall be: (i) if to
the Company, to Calypte Biomedical Corporation, Attn: President, or to Facsimile
No.:  (510)  814-8494 (or such other  address as the Company  shall  indicate in
writing in  accordance  with this  Section),  or (ii) if to the  Holder,  to the
address or  facsimile  number  appearing  on the Warrant  Register or such other
address  or  facsimile  number as the  Holder  may  provide  to the  Company  in
accordance with this Section.


                                       9
<PAGE>

      14.  Warrant  Agent.  The Company  shall serve as warrant agent under this
Warrant.  Upon 10 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15. Miscellaneous.

            (a) This Warrant shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

            (b) All questions concerning the construction, validity, enforcement
and  interpretation  of this  Warrant  shall be  governed by and  construed  and
enforced in  accordance  with the internal laws of the State of New York (except
for matters governed by corporate law in the State of Delaware),  without regard
to the principles of conflicts of law thereof.  Each party agrees that all legal
proceedings  concerning  the  interpretations,  enforcement  and defense of this
Warrant  and  the  transactions  herein  contemplated  ("PROCEEDINGS")  (whether
brought  against  a party  hereto or its  respective  Affiliates,  employees  or
agents) shall be commenced exclusively in the New York Courts. Each party hereto
hereby irrevocably submits to the exclusive  jurisdiction of the New York Courts
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being  served in any such  Proceeding  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this  Warrant and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve  process in any manner  permitted  by law.  Each party hereto
hereby  irrevocably  waives,  to the fullest extent permitted by applicable law,
any and all right to trial by jury in any  legal  proceeding  arising  out of or
relating to this  Warrant or the  transactions  contemplated  hereby.  If either
party shall  commence a Proceeding  to enforce any  provisions  of this Warrant,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.


                                       10
<PAGE>


            (c) The headings herein are for convenience  only, do not constitute
a part of this  Warrant  and shall  not be deemed to limit or affect  any of the
provisions hereof.

            (d) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

            (e) Prior to exercise of this Warrant,  the Holder hereof shall not,
by reason of by being a Holder,  be entitled to any rights of a stockholder with
respect to the Warrant Shares


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]



                                       11
<PAGE>


      IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                    CALYPTE BIOMEDICAL CORPORATION

                                    By:________________________________
                                       Name:
                                       Title:




                                       12
<PAGE>


                                 EXERCISE NOTICE

                         CALYPTE BIOMEDICAL CORPORATION

                           WARRANT DATED JULY 9, 2004

The  undersigned  Holder  hereby  irrevocably  elects to purchase  _____________
shares of Common Stock  pursuant to the above  referenced  Warrant.  Capitalized
terms used herein and not  otherwise  defined have the  respective  meanings set
forth in the Warrant.

(1)   The   undersigned   Holder   hereby   exercises   its  right  to  purchase
      _________________ Warrant Shares pursuant to the Warrant.

(2)   The Holder  intends that  payment of the  Exercise  Price shall be made as
      (check one):

                      ____"Cash Exercise" under Section 10

                    ____"Cashless Exercise" under Section 10

(3)   If the holder has elected a Cash Exercise, the holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the Warrant.

(4)   Pursuant to this Exercise Notice,  the Company shall deliver to the holder
      _______________  Warrant  Shares  in  accordance  with  the  terms  of the
      Warrant.

(5)   By its delivery of this Exercise  Notice,  the undersigned  represents and
      warrants to the Company that in giving  effect to the  exercise  evidenced
      hereby the  Holder  will not  beneficially  own in excess of the number of
      shares of Common Stock (determined in accordance with Section 13(d) of the
      Securities Exchange Act of 1934) permitted to be owned under Section 11 of
      this Warrant to which this notice relates.


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)



                                       13

<PAGE>


                           Warrant Shares Exercise Log

<TABLE>
<CAPTION>
-------------------- ----------------------------- ---------------------------------- ---------------------
                     Number of Warrant Shares      Number of Warrant Shares           Number of Warrant
Date                 Available to be Exercised     Exercised                          Shares Remaining to
                                                                                      be Exercised
-------------------- ----------------------------- ---------------------------------- ---------------------
<S>                  <C>                           <C>                                <C>











-------------------- ----------------------------- ---------------------------------- ---------------------
</TABLE>


                                       14
<PAGE>


                         CALYPTE BIOMEDICAL CORPORATION

                     WARRANT ORIGINALLY ISSUED JULY 9, 2004

                                 WARRANT NO. [ ]

                               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
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant  relates and appoints  ________________  attorney to transfer  said
right on the  books of the  Company  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:

_________________________________


                                       15