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                               [GRAPHIC OMITTED]

                                                                     Exhibit 4.1


                      2003 NON QUALIFIED STOCK OPTION PLAN
                                       OF
                         CALYPTE BIOMEDICAL CORPORATION


         1.       ESTABLISHMENT AND PURPOSE

The  purpose of this 2003 Stock  Option Plan (the  "Plan") is to offer  selected
individuals an  opportunity to acquire a proprietary  interest in the success of
the Company, or to increase such interest, by purchasing Shares of the Company's
Stock. The Plan provides both for the direct award or sale of Shares and for the
grant  of  Options  to  purchase  Shares.  Options  granted  under  the Plan are
Non-statutory Options.

                  Capitalized terms are defined in Section 12 hereunder.

         2.       ADMINISTRATION

                  a.  COMMITTEES  OF THE  BOARD OF  DIRECTORS.  The Plan will be
administered  by the Board of  Directors.  The Board of  Directors  may,  at its
discretion,  delegate the authority for the  administration  of this Plan to the
Compensation  Committee of the Board. Subject to such delegation,  any reference
to the Board of  Directors  in the Plan shall be construed as a reference to the
Compensation Committee.

                  b.  AUTHORITY  OF  THE  BOARD  OF  DIRECTORS.  Subject  to the
provisions of the Plan, the Board of Directors shall have the full authority and
discretion  to  take  any  actions  it  deems  necessary  or  advisable  for the
administration of the Plan. All decisions,  interpretations and other actions of
the  Board of  Directors  shall be final  and  binding  on all  Purchasers,  all
Optionees and all persons deriving their rights from a Purchaser or Optionee.

                  c.  INDEMNIFICATION.  To the full extent permitted by law, (i)
no member of the  Compensation  Committee  or Board of Directors as the case may
be, shall be liable for any action or determination  taken or made in good faith
with respect to the Plan or any award made under the Plan,  and (ii) the members
of the Compensation Committee or Board of Directors as the case may be, shall be
entitled  to  indemnification  by the Company  with  regard to such  actions and
determinations.

         3.       ELIGIBILITY.

                  a. GENERAL RULE.  Only  Non-officer  Employees and Consultants
shall be  eligible  for the  grant of  Options  or the  direct  award or sale of
Shares. Under no circumstances will a Director be eligible under the Plan.

         4.       STOCK SUBJECT TO PLAN.

                  a.  Basic  Limitation.  Shares  offered  under the Plan may be
authorized  but unissued  Shares or treasury  Shares.  The  aggregate  number of
Shares  that may be issued  under the Plan  (upon  exercise  of Options or other
rights to acquire  Shares) shall initially be ten million  (10,000,000)  Shares,
and may  thereafter  be  increased,  but only so long as such  increase does not
result  in  the  aggregate  number  of  Shares  exceeding  19.99%  of  the  then
outstanding capital stock of the Company, subject to adjustment


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pursuant  to  Section 8  hereunder.  The  number of Shares  that are  subject to
Options or other rights  outstanding at any time under the Plan shall not exceed
the number of Shares that then remain available for issuance under the Plan. The
Company,  during  the term of the  Plan,  shall at all  times  reserve  and keep
available sufficient Shares to satisfy the requirements of the Plan.

                  b. ADDITIONAL SHARES. In the event that any outstanding Option
or other right for any reason  expires or is canceled or  otherwise  terminated,
the Shares  allocable to the  unexercised  portion of such Option or other right
shall again be available  for the purposes of the Plan.  In the event the Shares
issued under the Plan are  reacquired by the Company  pursuant to any forfeiture
provision,  right of  repurchase  or right of first  refusal,  such Shares shall
again be available for the purposes of the Plan.

         5.       TERMS AND CONDITIONS OF AWARDS OR SALES.

                  a.  STOCK  PURCHASE  AGREEMENT.  Each  award or sale of Shares
under the Plan (other than upon  exercise of an Option)  shall be evidenced by a
Stock Purchase  Agreement  between the Purchaser and the Company.  Such award or
sale shall be subject to all applicable terms and conditions of the Plan and may
be  subject  to any other  terms and  conditions  which are in a Stock  Purchase
Agreement.  The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

                  b. DURATION OF OFFERS AND  NONTRANSFERABILITY  OF RIGHTS.  Any
right  to  acquire   Shares  under  the  Plan  (other  than  an  Option)   shall
automatically  expire if not exercised by the Purchaser within 90 days after the
Company communicated the grant of such right to the Purchaser.  Such right shall
not be transferable  and shall be exercisable only by the Purchaser to whom such
right was granted.

                  c. PURCHASE PRICE. The Exercise Price to purchase newly issued
Shares  shall  not be less  than the par value of such  Shares.  Subject  to the
preceding two  sentences,  the Board of Directors  shall  determine the Exercise
Price under an Option as the case may be, at its sole  discretion.  The Purchase
Price shall be payable in a form described in Section 7 hereunder.

                  d.  WITHHOLDING  TAXES.  As a  condition  to the  purchase  of
Shares, the Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any withholding requirements.

                  e.  RESTRICTIONS ON TRANSFER OF SHARES.  Any Shares awarded or
sold  under the Plan shall be subject  to such  special  forfeiture  conditions,
rights of repurchase, rights of first refusal and other transfer restrictions as
the Board of Directors may determine.  Such  restrictions  shall be set forth in
the  applicable  Stock  Purchase  Agreement  and shall  apply in addition to any
restrictions that may apply to holders of Shares generally.

                  f. ACCELERATED  VESTING.  Unless the applicable Stock Purchase
Agreement  provides  otherwise,  any right to repurchase a Purchaser's Shares at
the original Purchase Price (if any) upon termination of the Purchaser's Service
shall lapse and all of such Shares shall become vested if the Company is subject
to a Change in  Control  before  the  Purchaser's  Service  terminates.  A Stock
Purchase Agreement may also provide for accelerated  vesting in the event of the
Optionee's death or disability or other events.

         6.       TERMS AND CONDITIONS OF OPTIONS.

                  a. STOCK OPTION  AGREEMENT.  Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company.  Such Option shall be subject to all applicable terms and conditions of
the Plan and may be  subject  to any other  terms and  conditions  which are not
inconsistent  with the Plan and which the Board of Directors  deems  appropriate
for


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inclusion in a Stock  Option  Agreement.  The  provisions  of the various  Stock
Option Agreements entered into under the Plan need not be identical.

                  b.  NUMBER OF  SHARES.  Each  Stock  Option  Agreements  shall
specify the number of Shares  that are  subject to the Option and shall  provide
for the adjustment of such number in accordance with Section 8 hereunder.

                  c. EXERCISE PRICE.  Each Stock Option  Agreement shall specify
the Exercise Price. The Exercise Price to purchase newly issued Shares shall not
be less  than  the par  value  of such  Shares.  Subject  to the  preceding  two
sentences,  the Board of Directors  shall  determine the Exercise Price under an
Option as the case may be, at its sole  discretion.  The Exercise Price shall be
payable in accordance with Section 7 hereunder.

                  d.  WITHHOLDING  TAXES.  As a condition  to the exercise of an
Option,  the Optionee shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding
tax obligation  that may arise in connection  with such  exercise.  The Optionee
shall also make such  arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may  arise in  connection  with  the  disposition  of  Shares  acquired  by
exercising an Option.

                  e.  EXERCISABILITY.  Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Board of Directors at its sole  discretion  shall  determine the  exercisability
provisions of a Stock Option Agreement.

                  f.  ACCELERATED  EXERCISABILITY.  Unless the applicable  Stock
Option Agreement provides  otherwise,  all of an Optionee's Options shall become
exercisable  in full if (i) the Company is subject to a Change in Control before
the Optionee's service terminates,  (ii) such Options do not remain outstanding,
(iii) such Options are not assumed by the  surviving  corporation  or its parent
and (iv) the surviving  corporation  or its parent does not  substitute  options
with substantially the same terms for such Options. A Stock Option Agreement may
also  provide  for  accelerated  exercisability  in the event of the  Optionee's
death, disability or retirement or other events.

                  g. BASIC TERM.  The Stock Option  Agreement  shall specify the
term of the  Option.  The term shall not exceed 10 years from the date of grant.
Subject to the preceding sentence, the Board of Directors at its sole discretion
shall  determine  when an Option is to  expire.  A Stock  Option  Agreement  may
provide  for  expiration  prior  to the  end of its  term  in the  event  of the
termination of the Optionee's service or death.

                  h. NONTRANSFERABILITY.  No option shall be transferable by the
Optionee other than by beneficiary designation,  will or the laws of descent and
distribution.  An Option may be  exercised  during the  lifetime of the Optionee
only  by  the   Optionee  or  by  the   Optionee's   legal   guardian  or  legal
representative.  No Option or  interest  therein may be  transferred,  assigned,
pledged or hypothecated by the Optionee during the Optionee's lifetime,  whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

                  i. NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of
an Optionee,  shall have no rights as a  stockholder  with respect to any Shares
covered by the Optionee's  Option until such person becomes  entitled to receive
such  Shares  by filing a notice of  exercise  and  paying  the  Exercise  Price
pursuant to the terms of such Option.

                  j. MODIFICATION,  EXTENSION AND ASSUMPTION OF OPTIONS.  Within
the  limitations  of the  Plan,  the  Board of  Directors  may  modify or extend
outstanding  Options or may  accept  the  cancellation  of  outstanding  Options
(whether  granted by the  Company or another  issuer) in return for the grant of
new Options  for the same or a  different  number of Shares and at the same or a
different Exercise Price. The


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foregoing  notwithstanding,  no modification of an Option shall, without consent
of the  Optionee,  impair  the  Optionee's  right  or  increase  the  Optionee's
obligations under such Option.

                  k. RESTRICTIONS ON TRANSFER OF SHARES.  Any Shares issued upon
exercise of an Option  shall be subject to such special  forfeiture  conditions,
rights of repurchase, rights of first refusal and other transfer restrictions or
other  limitations  as the Board of Directors may determine.  Such  restrictions
shall be set forth in  applicable  Stock  Option  Agreement  and shall  apply in
addition to any restrictions that may apply to holders of Shares generally.

         7.       PAYMENT OF SHARES.

                  a. GENERAL RULE.  The entire  Purchase Price or Exercise Price
of Shares issued under the Plan shall be payable in cash or cash  equivalents at
the time when such Shares are  purchased,  except as otherwise  provided in this
Section 7 hereunder.

                  b. SURRENDER OF STOCK. Cashless exercises are not permitted.

                  c.  SERVICES  RENDERED.  At the  discretion  of the  Board  of
Directors,  Shares may be awarded  under the Plan in  consideration  of services
rendered to the  Company,  a Parent or a Subsidiary  prior to the award.  At the
discretion of the Board of Directors,  Shares may also be awarded under the Plan
in  consideration  if  services  to be  rendered  to the  Company,  a Parent  or
Subsidiary after the award,  except that the par value of such Shares,  if newly
issued, shall be paid in cash or cash equivalents.

         8.       ADJUSTMENT OF SHARES.

                  a. GENERAL.  In the event of a subdivision of the  outstanding
Stock,  a  declaration  of a dividend  payable in Shares,  a  declaration  of an
extraordinary dividend payable in a form other than Shares in an amount that has
a material  effect on the Fair  Market  Value of the  Stock,  a  combination  or
consolidation  of the  outstanding  Stock  into a lesser  number  of  Shares,  a
recapitalization,  a spin-off,  a reclassification or a similar occurrence,  the
Board of Directors shall make proportionate and appropriate


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adjustments in one or more (i) the number of shares  available for future grants
under Section 4 hereunder, (ii) the number of Shares covered by each outstanding
Option or (iii) the Exercise Price under each outstanding Option.

                  b. MERGERS AND CONSOLIDATION. In the event that the Company is
party to a merger or consolidation,  outstanding Options shall be subject to the
agreement of merger or  consolidation.  Such  agreement,  without the Optionee's
consent, may provide for:

                           i) The continuation of such outstanding Option by the
Company (if the Company is the surviving corporation);

                           ii) The  assumption of the Plan and such  outstanding
Options by the surviving corporation or its parent; or

                           iii) The substitution by the surviving corporation or
its parent of options  with  substantially  the same terms for such  outstanding
Options.

                  c. RESERVATION OF RIGHTS. Except as provided in this Section 8
hereunder,  an Optionee or  Purchaser  shall have no rights by reason of (i) any
subdivision or consolidation  of shares of stock of any class,  (ii) the payment
of any dividend or (iii) any other  increase or decrease in the number of shares
of stock of any class.  Unless otherwise set forth in an Optionee's Stock Option
Agreement,  any  issuance  by the  Company of shares of stock of any  class,  or
securities  convertible into shares of stock of any class, shall not affect, and
no  adjustment  by reason  thereof  shall be made with respect to, the number or
Exercise Price of Shares subject to an Option.  The grant of an Option  pursuant
to the Plan  shall not  affect in any way the right or power of the  Company  to
make adjustments, reclassification, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve,  liquidate,  sell or
transfer all or any part of its business or assets.

         9.       SECURITIES LAW REQUIREMENTS.

                  Shares  shall not be issued under the Plan unless the issuance
and  delivery of such Shares  comply  with (or are exempt  from) all  applicable
requirements of law, including (without  limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated  thereunder,  state securities
laws  and  regulations,  and the  regulations  of any  stock  exchange  or other
securities market on which the Company's securities may then be traded.

         10.      NO RETENTION RIGHTS.

                  Nothing  in the Plan or in any right or Option  granted  under
the plan shall  confer upon the  Purchaser  or Optionee any right to continue in
Service for any period of  specific  duration  or  interfere  with or other wise
restrict  in any way the  rights of the  Company  (or any  Parent or  Subsidiary
employing  or  retaining  the  Purchase  or  Optionee)  or of the  Purchaser  or
Optionee,  which rights are hereby expressly  reserved by each, to terminate his
or her Service at any time and for any reason, with or without cause.

         11.      DURATION AND AMENDMENTS.

                  a. TERM OF THE  PLAN.  The Plan,  as set forth  herein,  shall
become effective on the date of its adoption by the Board of Directors. The Plan
shall  terminate  automatically  10 years  after  is  adoption  by the  Board of
Directors  and may be  determined  on any earlier date pursuant to Section 11(b)
hereunder.

                  b. RIGHT TO AMEND TO AMEND OR TERMINATE THE PLAN. The Board of
Directors  may  amend,  suspend  or  terminate  the Plan at any time and for any
reason.

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                  c. EFFECT OF  AMENDMENT  OR  TERMINATION.  No Shares  shall be
issued  or sold  under the Plan  after  the  termination  thereof,  except  upon
exercise of an Option granted prior to such termination.  The termination of the
Plan, or any amendment thereof,  shall not affect any Share previously issued or
any Option granted under the Plan.

         12.      DEFINITIONS.

                  a. "BOARD OF  DIRECTORS"  shall mean the Board of Directors of
the Company, as constituted from time to time.

                  b.  "CAUSE"  for  termination  of  Purchaser's  or  Optionee's
employment  shall exist (i) if  Purchaser or Optionee is  convicted  of,  pleads
guilty to, or confesses to any felony or any act of fraud,  misappropriation  or
embezzlement,  (ii) if Purchaser  or Optionee has engaged in a dishonest  act to
the material  damage or prejudice of the Company,  (iii) if Purchase or Optionee
engages in any business activity  reasonably deemed by the Board of Directors to
be  competitive  with the  Company,  or (iv)  Purchaser  or  Optionee  willfully
breaches or habitually  neglects the duties he is required to perform hereunder,
or performs such duties in a negligent manner. Notwithstanding the foregoing, in
the event the  Purchaser or Optionee has executed an  employment  or  consulting
agreement with the Company, "Cause" for termination of Purchaser's or Optionee's
Service shall only exist if Purchaser's or Optionee's  Service is terminated for
"Cause",  as defined is such Purchaser's or Optionee's  employment or consulting
agreement.

                  c. "CHANGE IN CONTROL" shall mean:

                           i) The  consummation of a merger or  consolidation of
the Company with or into another entity or any other  corporate  reorganization,
if person who were not  shareholders  of the Company  immediately  prior to such
merger,  consolidation or other  reorganization  own immediately such after such
merger, consolidation or other reorganization fifty percent (50%) or more of the
voting power of the  outstanding  securities  of each of (A) the  continuing  or
surviving  entity  and (B) any direct or  indirect  parent  corporation  of such
continuing or surviving entity' or

                           ii) The sale, transfer or other disposition of all or
substantially all of the Company's assets.

                  A transaction  shall not constitute a Change in Control if its
sole purpose is to change the state of the Company's  incorporation or to create
a holding company that will be owned in  substantially  the same  proportions by
the  person  who  held  the  Company's   securities   immediately   before  such
transaction.

                  d. "CODE"  shall mean the Internal  Revenue  Code of 1986,  as
amended.

                  e.  "COMPENSATION   COMMITTEE"  shall  mean  the  Compensation
Committee  of the Board of  Directors,  as  constituted  from  time to time,  as
described in Section 2(a).

                  f.  "COMPANY"  shall mean Calypte  Biomedical  Corporation,  a
Delaware corporation.

                  g. "CONSULTANT" shall mean an individual who provides services
to the  Company  under the terms of a  consulting  or other  service  agreement,
except that a  consultant  shall not engage in services in  connection  with the
offer or sale of securities in a  capital-raising  transaction  for the Company,
nor will he or she directly or  indirectly  promote or maintain a market for the
Company's securities.

                  h.  "EMPLOYEE"  shall mean any  individual who is a common law
employee of the Company, Parent or Subsidiary.

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                  i. "EXERCISE  PRICE" shall mean the amount for which one Share
may be  purchased  upon  exercise  of an Option,  as  specified  by the Board of
Directors in the applicable Stock Option Agreement.

                  j. "FAIR  MARKET  VALUE" shall mean the fair market value of a
Share,  as  determined  by the Board of  Directors  in good  faith,  and  unless
otherwise  indicated  will be the current day's closing trade price reported for
the Company's common stock by the primary  exchange on which it is traded.  Such
determination shall be conclusive and binding on all persons.

                  k. not used

                  l.  "NONSTATUTORY  OPTION"  shall  mean  a  stock  option  not
described in Sections 422(b) or 423(b) of the Code.

                  m. "OPTION" shall mean a Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

                  n. "OPTIONEE" shall mean an individual who holds an Option.

                  o.  "OUTSIDE  DIRECTOR"  shall  mean a member  of the Board of
Directors who is not an Employee.

                  p. "PARENT" mean any  corporation  (other than the Company) in
an  unbroken  chain of  corporations  ending  with the  Company,  if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other  corporation  in such chain.  A  corporation  that attains the status of a
Parent on a date after the  adoption  of the Plan shall be  considered  a Parent
commencing as of such date.

                  q.  "PLAN"  shall mean this 2003 Stock  Option Plan of Calypte
Biomedical Corp.

                  r. "PURCHASE PRICE" shall mean the consideration for which one
Share may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Board of Directors.

                  s.  "PURCHASER"  shall mean an individual to whom the Board of
Directors  has  offered the right to acquire  Shares  under the Plan (other than
upon exercise of an Option).

                  t.  "SERVICE"  shall  mean  service  as an  Employee,  Outside
Director or Consultant.

                  u.  "SHARE"  shall  mean  one  share  of  Stock,  adjusted  in
accordance with Section 8 hereunder (if applicable).

                  v. "STOCK" shall mean the Common Stock of the Company,  with a
par value of $0.03 per Share.

                  w. "STOCK OPTION  AGREEMENT" shall mean the agreement  between
the  Company  and  an  Optionee,   which  contains  the  terms,  conditions  and
restrictions pertaining to the Optionee's Option.

                  x. "STOCK PURCHASE AGREEMENT" shall mean the agreement between
the Company and a Purchaser who acquires  Shares under the Plan,  which contains
the terms,  conditions and  restrictions  pertaining to the  acquisition of such
Shares.

                  y.  "SUBSIDIARY"  shall mean any  corporation  (other than the
Company) in an unbroken chain of corporations  ending with the Company,  if each
of the  corporations  other than the Company owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in

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one of the other  corporation  in such chain.  A  corporation  that  attains the
status of a Parent on a date after the adoption of the Plan shall be  considered
a Parent commencing as of such date.

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