Exhibit 10.150
                                                                  --------------

                              SUBLICENSE AGREEMENT

         This  Sublicense  Agreement (the  "Agreement") is entered into and made
effective this 28 day of _June__, 2004, (the "EFFECTIVE DATE") between,  Calypte
Biomedical  Corporation,  a  Delaware  corporation,  whose  principal  place  of
business is at 1265 Harbor Bay Parkway,  Alameda,  California 94502 (hereinafter
referred to as  "CALYPTE")  and Abbott  Laboratories,  an Illinois  corporation,
whose  principal  place of  business is at 100 Abbott  Park Road,  Abbott  Park,
Illinois 60064-3500 (hereinafter referred to as "ABBOTT").

         For and in consideration of the mutual promises and covenants set forth
below, CALYPTE and ABBOTT agree as follows:

         1.0 DEFINITIONS.

         1.1  "AFFILIATE"  shall mean any  corporation or other business  entity
controlled by,  controlling or under common control with the recited entity. For
this purpose  "control"  shall mean direct or indirect  beneficial  ownership of
more than fifty percent (50%) of the voting stock of, or more than fifty percent
(50%) interest in the income of such  corporation  or other business  entity and
the ability to direct the conduct of its  business  affairs on a regular  basis.
1.2  "AUTHORIZED  RETAILER"  shall  mean any  person or  entity  which is not an
AFFILIATE who sells only to a CONSUMER.

         1.3 "CONSUMER"  shall mean a final purchaser of a PRODUCT who purchases
for the purpose of  diagnosis  of  themselves  or their  friends or family.  1.4
"EXCLUDED ENTITY" shall mean, Inverness Medical,  OraSure  Technologies,  Bayer,
Beckman Coulter or their Affiliates, successors or assigns.

         1.5 "FIELD" shall mean human in vitro diagnostics.

                                       1

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

          1.6  "LICENSED   PATENT(S)"  shall  mean  United  States  Patent  Nos.
5,073,484,  5,654,162 and 6,020,147;  any patents resulting from a reexamination
or reissue from any of the foregoing patents; and any patents, whether issued in
the  United  States or any other  country,  which  result  from an  application,
whether a continuation,  continuation-in-part,  division,  foreign equivalent or
any other type,  claiming  priority  from US  Application  Serial Nos.  356,459;
467,229;  607,794;  891,932;  574,607;  and/or 891,864 to Swanson, et al. and/or
Guire, et al., including but not limited to the patent applications set forth in
Appendix A.

         1.7 "PRODUCT(S)" shall mean any product,  device,  instrument,  kit, or
component thereof, the making, using,  importing,  or selling of which would, in
the absence of the sublicense  granted  hereunder,  infringe,  contribute to the
infringement of, or induce the infringement of any claim of a LICENSED PATENT.

         1.8 (a) "NET SALES" shall equal an amount calculated,  unless otherwise
specified  in this  Section  1.8,  using,  as  elected  by  CALYPTE,  one of the
following  alternative methods: (i) the amount charged by an AUTHORIZED RETAILER
for  the  sale to a  CONSUMER  of the  PRODUCT  sold  by  CALYPTE  or one of its
AFFILIATES  in the United  States of  America,  or (ii) an amount  equal to 1.67
times the amount charged by CALYPTE or one of its AFFILIATES to an  unaffiliated
party for the sale of the PRODUCT to a CONSUMER in the United States of America;
provided, however, when a PRODUCT is sold by CALYPTE or one of its AFFILIATES in
the same  geographic  market to both  AUTHORIZED  RETAILERS and  WHOLESALERS the
amount charged to the AUTHORIZED  RETAILERS  shall be used as the amount charged
to both  AUTHORIZED  RETAILERS  and  WHOLESALERS  in  calculating  this  Section
1.8(a)(ii)  the NET  SALES  for such  sales.  CALYPTE  shall  have the  right to
subtract from the NET SALES of a PRODUCT,  each of the following,  to the extent
they  are  applicable  to the sale of the  PRODUCT,  an  amount  equal  to:  (1)
discounts to in (i) above  Consumers  and in (ii) above the  unaffiliated  party
allowed and taken in connection with the sale of the PRODUCT, (2) transportation

                                       2

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

or shipping charges included in (i) above in the amount charged to the Consumers
and in (ii) above in the amount charged to the  unaffiliated  party, (3) amounts
repaid,  credited or rebated by CALYPTE or one of its AFFILIATES in (i) above to
Consumers  and in (ii) above to the  unaffiliated  party due to a  rejection  or
return of the PRODUCT,  and (4) taxes and duties  included in the amount charged
in (i) above to  Consumers  and in (ii) above to the  unaffiliated  party.  (The
foregoing are hereinafter collectively referred to as the "Deductions".) Samples
of  PRODUCTS  provided  free of  charge  and  PRODUCTS  used  for  research  and
development  programs,  or government or regulatory  purposes,  or  preclinical,
clinical and field trials, shall also be excluded in determining NET SALES.

                  (b) When a PRODUCT is sold by CALYPTE or one of its AFFILIATES
to a purchaser with which the seller does not deal at arms length, the NET SALES
for that  PRODUCT  shall  equal an average of the NET SALES,  as  calculated  by
CALYPTE using Section 1.8(a) above, for similar  PRODUCTS sold,  within the same
calendar  quarter as the  PRODUCT,  to  unaffiliated  purchasers  in arms length
transactions  who are in the same  geographic  market and class of purchasers as
the non-arms length purchaser.

                  (c) When a PRODUCT is not sold, and is not a free  replacement
or sample,  but is OTHERWISE DISPOSED OF (as defined in Section 1.10 below), the
NET SALES of that PRODUCT shall equal an average of the NET SALES, as calculated
by CALYPTE using Section 1.8(a) above,  for similar  PRODUCTS  sold,  within the
same  calendar  quarter  as the  PRODUCT  that  is  OTHERWISE  DISPOSED  OF,  to
unaffiliated  purchasers  in  arms  length  transactions  who  are in  the  same
geographic market in which the PRODUCT was OTHERWISE DISPOSED and the same class
of purchasers to whom the PRODUCT was OTHERWISE DISPOSED.

                  (d) (i) When packaged with other products or assays which have
commercial  utility  other than in  combination  with the  PRODUCT (a  "Packaged

                                       3

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

Product"),  and the  PRODUCT  is not  separately  priced,  the NET SALES of that
PRODUCT shall equal an amount  calculated by  multiplying  the amount charged by
CALYPTE or one of its AFFILIATES  for the sale of the Packaged  Product less the
applicable  Deductions  times a fraction,  the  numerator  of which shall be the
average of the NET SALES, as calculated by CALYPTE using Section 1.8(a) above or
Section  1.8(g) below,  whichever is  appropriate,  for similar  PRODUCTS  sold,
without such other products or assays,  within the same calendar  quarter as the
sale of the Packaged Product,  to unaffiliated third parties located in the same
geographic market in which the Packaged Product was sold, and the denominator of
which  shall be the  average of the amounts  charged,  within the same  calendar
quarter as the sale of the  Packaged  Product,  to  unaffiliated  third  parties
located the same geographic  market in which the Packaged  Product was sold less
the applicable  Deductions.  In the event that there is no established NET SALES
for the  PRODUCT  when sold  without  such  other  products  or assays  then the
fraction  shall be a number  whose  numerator  shall be the average of the fully
burdened  costs, as established by the cost  accounting  records of CALYPTE,  to
manufacture all non packaged PRODUCTS,  similar to the PRODUCT that was included
in the Packaged Product,  that were manufactured in the same calendar quarter in
which the Packaged Product was sold and whose  denominator  shall be the average
of the fully burdened costs to manufacture all Packaged  Products similar to the
Packaged  Product that were  manufactured in the same calendar  quarter in which
the Packaged Product was sold.

                           (ii) In the event  the  Packaged  Product  is sold by
CALYPTE or one of its AFFLIATES to an AUTHORIZED  RETAILER or WHOLESALER and the
NET SALES is calculated using Section 1.8(d)(i), it shall be multiplied by 1.67;
provided,  however,  when a  Packaged  Product  is sold by CALYPTE or one of its
AFFILIATES  in the same  geographic  market  to both  AUTHORIZED  RETAILERS  and
WHOLESALERS  the amount  charged to the  AUTHORIZED  RETAILERS  shall be used in
calculating  the Section  1.8(d)(i)  the NET SALES for the sale of the  Packaged
Product to WHOLESALERS.

                                       4

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

                  (e) In the event that a PRODUCT is  incorporated  into a total
package in which said PRODUCT  contributes  only a small proportion of the value
of the total package, but the adjustment set forth hereinabove in Section 1.8(d)
is  impractical,  the parties  shall  negotiate  in good faith to  establish  an
equitable  adjustment  to the NET SALES for such  PRODUCT to fairly  reflect the
proportion  of the  value  of the  total  package  contributed  by the  PRODUCT.
However,  in no case will the value be  attributed  to the PRODUCT which exceeds
that  obtained by using a factor,  the numerator of which shall be the number of
results  obtained  from the  PRODUCT and the  denominator  of which shall be the
total number of results provided by the total package.

                  (f) In the instance in which  PRODUCT is increased in price to
include an amount to cover  amortized cost of an instrument  system and/or other
equipment and the cost of supplying maintenance for such system and/or equipment
under a Reagent  Agreement  Plan,  Reagent  Rental Plan,  or other  successor or
similar plan (collectively  referred to herein as "RAP"), the NET SALES for such
PRODUCT  sold under RAP shall be  determined  by reducing the total NET SALES of
such PRODUCT  (including the total of sale of PRODUCT and instrument system RAP)
by the amount of the price  increase  attributable  to RAP, in  accordance  with
standard  CALYPTE  accounting  procedures  actually used by CALYPTE in its usual
course of  business  to assess the  results  of its  operations  concerning  the
PRODUCT  which  procedures  shall  be  in  accordance  with  generally  accepted
accounting principles, provided that the amount attributable to the NET SALES of
the PRODUCT shall be no less than the average of the NET SALES, as calculated by
CALYPTE using Section 1.8(a) above, for similar  PRODUCTS sold,  within the same
calendar  quarter as the sale of the PRODUCT sold under the RAP, to unaffiliated
non-RAP  customers  located in the same  geographic  market in which the PRODUCT
under the RAP was sold.

                                       5

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

                  (g) With respect to sales of any PRODUCT  whose  intended user
by virtue of  labelling  or  marketing  is other than a  CONSUMER  in the United
States of America (e.g., other than an OTC PRODUCT in the USA), the NET SALES of
the  PRODUCT  shall  equal the amount  charged for the PRODUCT by CALYPTE or its
AFFILIATES to a non-affiliated third party, less (i) discounts allowed and taken
by the  non-affiliated  third party, (ii) amounts for transportation or shipping
included in the amount  charged to the  non-affiliated  third party  purchasers,
(iii) amounts repaid,  credited or rebated to the non-affiliated  third party by
reason of a  rejection  or  return of the  PRODUCT,  and (iv)  taxes and  duties
included in the amount charged to the  non-affiliated  third party for PRODUCTS.
Samples of PRODUCTS  provided  free of charge and PRODUCTS used for research and
development  programs,  or government or regulatory purposes, or preclinical and
clinical  trials and field  trials  shall also be  excluded in  determining  NET
SALES.

         1.9 "OTC  PRODUCT"  shall  mean a human in  vitro  diagnostics  product
labeled for sale or marketed to a CONSUMER.

         1.10     "OTHERWISE DISPOSED OF" shall mean and include:

                  (a) the  delivery  of any amount of  PRODUCT,  other than free
replacements,  nominal  quantities of free samples or PRODUCTS used for research
and development  programs, or government or regulatory purposes, or preclinical,
clinical and field trials,  by CALYPTE to others in any transaction other than a
sale, regardless of the basis of consideration, if any; or

                  (b) the  placing  into use of any  PRODUCT by CALYPTE  for any
purpose,  other than its  internal  routine  testing or as  provided  in Section
1.10(a)  above,  provided that the scrapping or destruction of any PRODUCT shall
not fall  within  the  definition  of  "OTHERWISE  DISPOSED  OF" and no value in
respect thereof shall be included in calculating the NET SALES of the PRODUCT. A
PRODUCT shall be considered OTHERWISE DISPOSED OF when used or shipped by, or on
behalf of, CALYPTE.

                                       6

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         1.11  "CALENDAR  QUARTER"  shall mean any  period of three  consecutive
calendar months  beginning  January 1, April 1, July 1, and October 1, occurring
during the term of this Agreement.

         1.12  "WHOLESALER"  shall  mean any  person or entity to which  CALYPTE
sells PRODUCT for resale to an AUTHORIZED RETAILER.

         2.0 LICENSE GRANT AND RELEASE.

         2.1 Subject to the terms and conditions herein, ABBOTT hereby grants to
CALYPTE  and  its   AFFILIATES,   who  accepts   the  same,   a   non-exclusive,
non-transferable, right and sublicense under the LICENSED PATENTS, to make, have
made for its own use and  sale,  use,  offer to sell,  sell and  import  PRODUCT
within the FIELD,  with the  exception  that CALYPTE  shall be  prohibited  from
selling or making OTC  PRODUCT  for an  EXCLUDED  ENTITY,  and to  practice  the
methods claimed in the LICENSED PATENTS in connection with such PRODUCT,  and to
extend to its customers purchasing PRODUCT the right to use and sell the PRODUCT
purchased  and to  practice  the  methods  claimed  in the  LICENSED  PATENTS in
connection  with such  PRODUCT  in the FIELD.  For  clarification,  the  license
granted  in this  Section  2.1 shall  include  rights to make and sell  PRODUCTS
through an Original  Equipment  Manufacturer  ("OEM") and under label other than
CALYPTE's  or  its  AFFILIATE's,  with  the  exception  that  CALYPTE  shall  be
prohibited  from making and selling OEM products and products under labels of an
EXCLUDED ENTITY.

         2.2 ABBOTT further hereby releases CALYPTE and its AFFILIATES,  and its
and their  customers  from any  liability for any  infringement  of the LICENSED
PATENTS arising from activities which occurred prior to the EFFECTIVE DATE.

         3.0 TERM.

                                       7

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         3.1 This  Agreement  shall become  effective as of the  EFFECTIVE  DATE
hereof and shall  continue  in effect  until the last to expire of the  LICENSED
PATENTS.












                                       8

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         4.0 PAYMENT.

         4.1 In consideration for the sublicense and release granted  hereunder,
CALYPTE shall pay or cause to be paid to ABBOTT:

(a) [Confidential treatment has been requested with respect to this clause.]

(b) [Confidential treatment has been requested with respect to this clause.]

(c) [Confidential treatment has been requested with respect to this clause.]

(d) [Confidential treatment has been requested with respect to this clause.]

         4.2 It is expressly  understood  that more than one (1) LICENSED PATENT
may issue in a country.  However,  in no event  shall the total  royalty for any
PRODUCT made,  used, or sold after the EFFECTIVE  DATE exceed the amounts stated
in Section 4.1(b)  hereinabove,  regardless of where such PRODUCT is made, used,
or sold.

         4.3 CALYPTE's  obligation to pay royalties under Section 4.1 on PRODUCT
shall only extend to PRODUCT whose manufacture,  sales or use at the time of its
manufacture  or sale is subject to an  enforceable  claim of a LICENSED  PATENT.
Thus,  this obligation  shall terminate with regard to activities  undertaken by
CALYPTE in a given country after the expiration or lapse of the LICENSED PATENTS
with  claims  covering  this  activity  in that  country.  If all the  claims of
LICENSED  PATENTS covering the activities of CALYPTE in a given country shall be
held unenforceable or invalid by the competent authorities in that country, then
CALYPTE  shall  have no  obligation  with  regard  to such  activities  unless a
decision not subject to appeal becomes final which  reverses this  determination
with regard to at least one claim covering such activities  during the period in
which the patents were held invalid or unenforceable.  If at least one (1) claim

                                       9

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

covering such activities is decided valid and enforceable,  CALYPTE will pay the
appropriate  royalties for such  activities  within sixty (60) days after ABBOTT
notifies CALYPTE that such decision has become final.

                  Upon the written  request of CALYPTE,  ABBOTT  shall  promptly
inform CALYPTE when any claim of a LICENSED  PATENT  expires,  lapses or becomes
subject to a final decision of invalidity or unenforceability.

         4.4 No royalty shall accrue or become due more than once for a PRODUCT.

         4.5 For all sales and  royalty-bearing  transfers and uses occurring on
or subsequent to the EFFECTIVE  DATE,  CALYPTE shall provide  written reports to
ABBOTT within sixty (60) days after the end of each CALENDAR QUARTER, stating in
each report for each  different type of PRODUCT sold,  OTHERWISE  DISPOSED OF or
given away as free samples or replacements during such CALENDAR QUARTER: (i) the
number of PRODUCTS  sold,  (ii) the number of PRODUCTS  OTHERWISE  DISPOSED  OF,
(iii) the number of PRODUCTS  given away as free samples or  replacements,  (iv)
the name or names of the analytes for which the PRODUCT is testing,  and (v) the
total of the NET SALES of PRODUCT sold.

         4.6 (a)  Concurrently  with the making of each report CALYPTE shall pay
to ABBOTT all royalties due, in the amount  specified in Section 4.1(b) and (c),
on the PRODUCTS included in the report.

             (b) Any late payment shall bear interest at the rate of one percent
(1%) per  month.

         4.7 All  payments  shall be made  hereunder in United  States  Dollars;
provided,  however,  that if the  proceeds of the sales upon which such  royalty
payments are based are  received by CALYPTE in a foreign  currency or other form
that is not  convertible or exportable in United States  Dollars,  CALYPTE shall
pay such  royalties in the currency of the country in which such sales were made
by depositing  such royalties in ABBOTT's name in a bank designated by ABBOTT in
such country. Royalties in United States Dollars shall be computed by converting

                                       10

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

the  royalty  in the  currency  of the  country  in which the sales were made in
accordance with the procedures  ordinarily used by CALYPTE in converting foreign
currency sales in its normal business  operations,  which procedures shall be in
accordance with generally accepted accounting principles.

         4.8 In the event that any taxes,  withholding or otherwise,  are levied
by any taxing  authority in connection  with accrual or payment of any royalties
payable to ABBOTT under this agreement, CALYPTE shall have the right to pay such
taxes to the local tax authorities on behalf of ABBOTT and the payment to ABBOTT
of the net amount due, after reduction by the amount of such taxes,  shall fully
satisfy  CALYPTE's  royalty  obligations  under this  Agreement,  provided  that
appropriate documentation of such tax payment, including evidence of payment and
receipt or any other appropriate documentation, is provided to ABBOTT.

         4.9 All payments made hereunder  shall be made to ABBOTT at the address
set forth in Article 6.0 of this Agreement or at such changed  address as ABBOTT
shall specify by written notice.

         4.10 CALYPTE shall keep records sufficient in accordance with generally
accepted  accounting  principles  to  permit  verification  of the  reports  and
payments  made to ABBOTT  hereunder  regarding  all  PRODUCT  sold or  OTHERWISE
DISPOSED OF. Records relating to the NET SALES of a PRODUCT sold in any CALENDAR
QUARTER after the EFFECTIVE  DATE shall be available for  inspection for two (2)
years after the close of that CALENDAR QUARTER.  At ABBOTT's expense and request
and upon reasonable notice,  CALYPTE shall permit such records to be examined by
independent public accountants designated by ABBOTT and reasonably acceptable to
CALYPTE.  Such accountants  shall report only the amount by which royalties have
been overpaid or underpaid and shall make such report  simultaneously to CALYPTE
and  ABBOTT.  All  information  acquired  in  the  course  of  such  audits  and
inspections,  except  the  amount  of  royalties  due  ABBOTT,  shall be  deemed
confidential  information  of CALYPTE and shall not be disclosed to ABBOTT,  and

                                       11

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

the  accountants  shall  execute  a written  undertaking  with  respect  to such
confidentiality  prior to the  commencement of any inspection.  Such examination
shall take place not more than once each year.

         4.11 In the event that an  examination  by ABBOTT of CALYPTE's  records
reveals an underpayment to ABBOTT, CALYPTE shall pay ABBOTT the deficiency, plus
interest at a rate of one percent (1%) per month from the date the  underpayment
occurred, within sixty (60) days of receiving the report of said accountants. In
the event that such  underpayment  amounts to ten  percent  (10%) or more of the
total  amount  payable for the period  examined,  CALYPTE  shall also  reimburse
ABBOTT for all reasonable out-of-pocket expenses of the examination.

         5.0 TRANSFERABILITY OF RIGHTS AND OBLIGATIONS.

         5.1  This  Agreement  and the  sublicense  granted  under it may not be
assigned or sold,  wholly or in part,  by CALYPTE  without  the express  written
consent of ABBOTT,  except that  CALYPTE  may assign its rights and  obligations
hereunder in connection with any merger,  reorganization,  or consolidation with
or into another entity, or any sale or transfer of any of its assets or business
or to any other  person or entity  or a  "change  of  control",  as that term is
defined in  Section  1.1 of this  Agreement  with the prior  written  consent of
ABBOTT.  If CALYPTE  desires to assign or sell this  Agreement  in an event that
requires  ABBOTT's  express  written  consent and ABBOTT  denies  such  consent,
CALYPTE may, in its sole discretion, purchase the right from ABBOTT to make such
assignment or sale for the sum of  [confidential  treatment  has been  requested
with respect to this clause].  Notwithstanding  the  foregoing,  CALYPTE  shall,
however,  have the right to transfer its rights  granted  hereunder  without the
need for prior written consent from ABBOTT to any of its current shareholders or
a private equity fund or an institutional investment fund or other such investor
or investor  group which may  purchase an equity  ownership  position in CALYPTE
such that a "change in  control"  as defined  in Section  1.1 of this  Agreement
occurs. Such transfer of rights by CALYPTE to current  shareholders or a private

                                       12

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

equity  fund or an  institutional  investment  fund or other  such  investor  or
investor group shall be at no cost to CALYPTE and ABBOTT's  consent shall not be
required.

         5.2 ABBOTT may freely assign this Agreement in whole or in part and any
or all of the rights to LICENSED PATENTS.

         5.3 This  Agreement and each and every one of the terms and  conditions
thereof,  shall  inure to the  benefit  of and be  binding  upon  the  permitted
successors and assignees of both parties.

         6.0 NOTICE.

         6.1 Any notice, payment,  report, or other correspondence  (hereinafter
collectively referred to as "correspondence")  required or permitted to be given
hereunder  shall be mailed by  certified  mail or delivery by hand or  overnight
courier to the party to whom such  correspondence is required or permitted to be
given hereunder.  If mailed,  any such notice shall be deemed to have been given
when received by the party to whom such correspondence is given, as evidenced by
written and dated receipt of the receiving party.

         6.2 Alternatively, any correspondence provided for this Agreement shall
be deemed  sufficiently given by the party sending the correspondence  when sent
by  facsimile  to  the  party  to  whom  the  correspondence  is  addressed.   A
confirmation copy of the correspondence  will be sent by Certified or Registered
Mail. The date of the facsimile transmission will constitute the date of receipt
of the  correspondence  if an acknowledgment of the receipt of the proper number
of pages is obtained from the receiving instrument.

                  All correspondence to ABBOTT shall be addressed as follows:

                           ABBOTT LABORATORIES
                           Director, Global Licensing
                           Dept. 9RK, Bldg. AP6C
                           Diagnostics Division
                           100 Abbott Park Road
                           Abbott Park, Illinois  60064-6094
                           Fax No.:  847-937-6951

                                       1

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

                  with a copy to:
                           ABBOTT LABORATORIES
                           Vice President, Domestic Legal
                           Dept. 322, Bldg. AP6D
                           100 Abbott Park Road
                           Abbott Park, Illinois  60064-6049
                           Fax No.:  847-938-1206

                  All correspondence to CALYPTE shall be addressed as follows:

                           CALYPTE BIOMEDICAL CORPORATION
                           5000 Hopyard Road, Suite 480
                           Pleasanton, California  94588
                           Attention:  Chief Financial Officer
                           Fax No.:  775-254-5118

                  Either party may change the address to which correspondence to
it is to be addressed by written notification as provided for herein.

         7.0 TERMINATION.

         7.1 ABBOTT shall have the right to terminate  this Agreement if CALYPTE
has  materially  defaulted  in the  performance  of any of its  royalty  payment
obligations herein contained,  and such default has not been cured within thirty
(30) days after written notice from ABBOTT affirming its intention to terminate.
For clarification purposes, a breach of any representation or warranty contained
in Article 9 shall be  considered  a material  breach for the  purposes  of this
Section  7.1.  CALYPTE  shall have the right to  complete  the  manufacture  and
distribution of PRODUCTS that have been partially manufactured as of the date of
termination.

                                       14

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         7.2 In the event that CALYPTE shall be  adjudicated  bankrupt,  go into
liquidation,  receivership or trusteeship, make a composition with its creditors
or enter into any  similar  proceeding  of the same  nature,  and such status or
proceeding  is not  vacated  or  terminated  within  sixty  (60) days  after its
commencement or institution,  then ABBOTT shall have the right without liability
therefor to terminate this Agreement forthwith by notice in writing to CALYPTE.

         7.3 CALYPTE shall have the right to terminate its  sublicense by giving
thirty (30) days advance written notice.  CALYPTE shall be obligated for royalty
payments under Section 4.1 for any PRODUCT sold or OTHERWISE  DISPOSED OF during
such thirty (30) day notice period.

         7.4  ABBOTT  shall have the right to  terminate  this  Agreement,  on a
country-by-country  basis, if CALYPTE,  after the Effective  Date,  institutes a
suit,  nullity  action,  opposition to grant,  or other legal action  seeking to
invalidate  the  claims  of a  LICENSED  PATENT  in that  country,  or  actively
participates (other than by legal compulsion) in any of the foregoing. CALYPTE's
payment  obligations  under Section 4.1(a) shall survive any termination of this
Agreement by CALYPTE on or prior to December 31, 2005 and the  cumulative  total
of any  remaining  installments  shall become due within thirty (30) days of the
effective date of such early termination.

         7.5 If there is a  potential  change of control of CALYPTE to any third
party except an entity that has been an Affiliate of CALYPTE since the Effective
Date,  then CALYPTE shall  promptly  notify ABBOTT of such  potential  change of
control,  including  the identity of the third  party.  For the purposes of this
Agreement,  a "change of control"  shall mean as that term is defined in Section
1.1 of this Agreement.

         8.0 GOVERNING LAW.

         8.1 This Agreement shall be governed by, interpreted in accordance with
and enforced under the laws of the State of Illinois,  U.S.A. (regardless of its
or any other  jurisdiction's  choice of law principles),  or, as necessary,  the
laws of the  United  States of America  or the laws of the  appropriate  foreign
country if the issue is the scope or  validity of the patent  rights  granted by
that country.

                                       15

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         9.0 REPRESENTATIONS WARRANTIES AND LIMITATIONS.

         9.1 Nothing in this Agreement shall be construed as:

             (a) A warranty or  representation  by ABBOTT as to the  validity or
enforceability of any LICENSED PATENTS; or

             (b) A warranty  or  representation  by ABBOTT that  anything  made,
used,  sold or  OTHERWISE  DISPOSED  OF under  the  sublicense  granted  in this
Agreement,  is or will be free from  infringement  of patents or other rights of
third parties; or

             (c) A requirement that ABBOTT shall file any patent  application or
secure any patent;  or (d) An  obligation  of either party to bring or prosecute
actions or suits against third parties for infringement of any patents; or


             (e)  Conferring a right to use in  advertising,  publicity,  or the
like any name, tradename, or trademark of CALYPTE or ABBOTT; or

             (f) Granting by implication,  estoppel or otherwise any licenses or
rights under any letters patents and applications for letters patents other than
under the LICENSED PATENTS; or

             (g) An  obligation  by  ABBOTT  to  furnish  know-how  or any other
technical information not disclosed in the LICENSED PATENTS.

         9.2 ABBOTT represents to CALYPTE that ABBOTT is the exclusive  licensee
of the LICENSED PATENTS and has the right to grant the sublicense hereunder.

         9.3 Each party  represents  and warrants that it has full  authority to
enter into and become bound by the terms and  conditions  of this  Agreement and
that its  execution  of this  Agreement  will not violate,  contravene  or be in
conflict with any law, rule, by-law, article of incorporation, order, regulation
or other agreement.

                                       16

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         9.4 CALYPTE  represents  and warrants  that its  cumulative  historical
sales  of  the  PRODUCTS  are  less  than  or  equal  to  one  million   dollars
($1,000,000.00) prior to the EFFECTIVE DATE.

         10.0 DISCLAIMER AND HOLD HARMLESS PROVISION.

         10.1 It is understood and agreed by and between the parties hereto that
nothing  contained  in  this  Agreement  shall  constitute  or be  construed  to
constitute any undertaking,  representation,  suggestion,  inducement, warranty,
assurance or guarantee whatsoever by either party regarding the safety, quality,
yield, production, cost, profit, saleability,  licenseability,  demand, utility,
performance,  availability of raw materials,  or potential of accident or injury
to person or  property of PRODUCTS  or any assay,  product,  material,  service,
process or apparatus related to PRODUCTS.

         10.2 CALYPTE  expressly  indemnifies and holds ABBOTT,  its AFFILIATES,
successors, and assigns and its officers,  directors and employees harmless from
and against any and all claims,  liabilities,  damages, costs, expenses,  and/or
actions  of any kind  whatsoever  which  arise  from or are  connected  with the
manufacture,  use, lease,  sale, or other  disposition of PRODUCTS by CALYPTE or
its AFFILIATES under the LICENSED PATENTS.

         10.3  Neither of the parties  hereto shall be liable in damages or have
the right to cancel for any delay or default in performing hereunder (other than
delay or default in the  payment of money) if such delay or default is caused by
conditions  beyond  its  control,  including  but  not  limited  to Acts of God,
governmental restrictions, continuing domestic or international problems such as
war or insurrections,  strikes,  fires, flood, work stoppages,  embargoes and/or
other casualty or cause; provided, however, that any party hereto shall have the
right to terminate  this Agreement upon thirty (30) days prior written notice if
the other party is unable to fulfill its obligations under this Agreement due to
any of the  above-mentioned  causes and such inability continues for a period of
six (6) months.

                                       17

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         11.0 CAPTIONS.

         11.1 The captions and paragraph  headings of this  Agreement are solely
for the convenience of reference and shall not affect its interpretation.

         12.0 SEVERABILITY.

         12.1  Should  any  part  or  provision   of  this   Agreement  be  held
unenforceable  or in conflict with the  applicable  laws or  regulations  of any
jurisdiction,  the invalid or unenforceable  part or provision shall be replaced
with a  provision  which  accomplishes,  to the extent  possible,  the  original
business  purpose of such part or provision in a valid and  enforceable  manner,
and the  remainder  of this  Agreement  shall  remain  binding  upon the parties
hereto.

         13.0 WAIVER.

         13.1 No failure or delay on the part of a party in exercising any right
hereunder shall operate as a waiver of, or impair,  any such right. No single or
partial  exercise of any such right shall preclude any other or further exercise
thereof or the exercise of any other right. No waiver of any such right shall be
deemed a waiver of any other right hereunder.

         14.0 SURVIVAL.

         14.1  The  provisions  of  Articles  4, 8, 9 and 10 shall  survive  the
termination  or expiration of this  Agreement and shall remain in full force and
effect. Specifically, termination or expiration shall not affect, inter alia;

             (a) CALYPTE's  obligation  to pay royalties and supply  reports for
PRODUCT sold or OTHERWISE  DISPOSED OF up to such  termination  or expiration as
specified in Article 4 of this Agreement;

             (b) ABBOTT's  right to receive or recover and CALYPTE's  obligation
to  pay  royalties  accrued  or  accruable  for  payment  at  the  time  of  any
termination;

             (c) CALYPTE's  obligation to maintain records pertaining to the NET
SALES of PRODUCT  sold or  OTHERWISE  DISPOSED OF prior to such  termination  or

                                       18

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

expiration  and  ABBOTT's  right to  conduct a final  examination  of records in
accordance  with  Section  4.10 of this  Agreement  within two (2) years of such
termination or expiration; and

             (d)  Licenses  and  releases  running  in  favor  of  customers  or
transferees of either party in respect to PRODUCT sold or OTHERWISE  DISPOSED OF
prior to termination of this Agreement.

         14.2 The provisions of this Agreement which do not survive  termination
or expiration hereof (as the case may be) shall, nonetheless, be controlling on,
and shall be used in construing and interpreting,  the rights and obligations of
the parties  hereto with regard to any dispute,  controversy  or claim which may
arise under, out of, in connection with, or relating to this Agreement.

         14.3  Notwithstanding  the above,  Article 18  (Confidentiality)  shall
survive  and remain in full force and effect for a period of five (5) years from
the effective date of termination.

         15.0 UNLICENSED COMPETITION.

         15.1 At the  written  request of CALYPTE,  ABBOTT  shall  consider  the
enforcement of any LICENSED  PATENT against a third party  identified by CALYPTE
as a potential  infringing  third party within the TERRITORY.  ABBOTT shall take
the steps that it deems  reasonable in its sole commercial  judgement to protect
the  LICENSED  PATENTS.  Nothing  in this  Agreement  shall be  construed  as an
obligation  upon ABBOTT to enforce any LICENSED  PATENT  against any third party
within the TERRITORY.

         16.0 ENTIRE AGREEMENT.

         16.1 This  Agreement  constitutes  the  entire  agreement  between  the
parties  hereto  respecting  the  subject  matter  hereof,  and  supersedes  and
terminates all prior  agreements  respecting the subject matter hereof,  whether
written or oral, and may be amended only by an instrument in writing executed by
both parties hereto.

                                       19

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         17.0 DISPUTE RESOLUTION.

         17.1 The parties  recognize  that from time to time a dispute may arise
relating to either  party's  rights or  obligations  under this  Agreement.  The
parties agree that any such dispute shall be resolved by the Alternative Dispute
Resolution  ("ADR")  provisions  set forth in this Exhibit,  the result of which
shall be binding upon the parties.

                  To begin the ADR  process,  a party  first  must send  written
notice of the dispute to the other party for attempted  resolution by good faith
negotiations  between their  respective  presidents (or their  designees) of the
affected  subsidiaries,  divisions,  or business units within  twenty-eight (28)
days  after  such  notice  is  received  (all  references  to "days" in this ADR
provision  are to calendar  days).  If the matter has not been  resolved  within
twenty-eight (28) days of the notice of dispute,  or if the parties fail to meet
within such  twenty-eight (28) days, either party may initiate an ADR proceeding
as  provided  herein.  The  parties  shall have the right to be  represented  by
counsel in such a proceeding.

         17.2 To begin an ADR  proceeding,  a party shall provide written notice
to the other  party of the issues to be resolved by ADR.  Within  fourteen  (14)
days after its receipt of such notice, the other party may, by written notice to
the party  initiating the ADR, add additional  issues to be resolved  within the
same ADR.

         17.3 Within  twenty-one (21) days following receipt of the original ADR
notice, the parties shall select a mutually acceptable neutral to preside in the
resolution of any disputes in this ADR proceeding.  If the parties are unable to
agree on a mutually  acceptable  neutral  within such  period,  either party may
request the President of the CPR Institute for Dispute Resolution  ("CPR"),  366
Madison  Avenue,  14th  Floor,  New York,  New York  10017,  to select a neutral
pursuant to the following procedures:

             (a) The CPR  shall  submit  to the  parties a list of not less than
five (5)  candidates  within  fourteen  (14) days after  receipt of the request,
along with a  Curriculum  Vitae for each  candidate.  No  candidate  shall be an
employee,  director, or shareholder of either party or any of their subsidiaries
or affiliates.

                                       20

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

             (b) Such list  shall  include a  statement  of  disclosure  by each
candidate of any circumstances likely to affect his or her impartiality.

             (c) Each party shall number the  candidates  in order of preference
(with the number one (1) signifying the greatest  preference)  and shall deliver
the list to the CPR  within  seven  (7) days  following  receipt  of the list of
candidates.  If a party believes a conflict of interest exists  regarding any of
the candidates,  that party shall provide a written  explanation of the conflict
to the CPR  along  with  its  list  showing  its  order  of  preference  for the
candidates.  Any party failing to return a list of  preferences on time shall be
deemed to have no order of preference.

             (d) If the parties  collectively  have identified  fewer than three
(3) candidates deemed to have conflicts,  the CPR immediately shall designate as
the neutral the candidate for whom the parties  collectively  have indicated the
greatest preference. If a tie should result between two candidates,  the CPR may
designate either  candidate.  If the parties  collectively have identified three
(3) or more  candidates  deemed  to have  conflicts,  the CPR shall  review  the
explanations  regarding  conflicts and, in its sole  discretion,  may either (i)
immediately  designate  as the  neutral  the  candidate  for  whom  the  parties
collectively have indicated the greatest preference, or (ii) issue a new list of
not less than five (5)  candidates,  in which case the  procedures  set forth in
Sections 17.3(a) - 17.3(d) shall be repeated.

         17.4 No earlier  than  twenty-eight  (28) days or later than  fifty-six
(56) days after  selection,  the neutral shall hold a hearing to resolve each of
the issues  identified by the parties.  The ADR proceeding shall take place at a
location agreed upon by the parties  [provided that if ABBOTT  initiates the ADR
then  the  venue  shall be in  SUBLICENSEE's  country/state  and if  SUBLICENSEE
initiates the ADR then the venue shall be in the  Illinois/USA].  If the parties
cannot agree,  the neutral shall  designate a location  other than the principal
place of business of either party or any of their subsidiaries or affiliates.

                                       21

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

         17.5 At least  seven (7) days prior to the  hearing,  each party  shall
submit the following to the other party and the neutral:

             (a) a copy of all  exhibits on which such party  intends to rely in
any oral or written presentation to the neutral;

             (b) a list  of any  witnesses  such  party  intends  to call at the
hearing, and a short summary of the anticipated testimony of each witness;

             (c) a proposed ruling on each issue to be resolved, together with a
request for a specific damage award or other remedy for each issue. The proposed
rulings and remedies  shall not contain any recitation of the facts or any legal
arguments and shall not exceed one (1) page per issue;

             (d) a  brief  in  support  of such  party's  proposed  rulings  and
remedies,  provided that the brief shall not exceed twenty (20) pages. This page
limitation  shall  apply  regardless  of the number of issues  raised in the ADR
proceeding.

             Except as  expressly  set forth in Sections  17.5(a) - 17.5(d),  no
discovery  shall be required or permitted by any means,  including  depositions,
interrogatories, requests for admissions, or production of documents.

         17.6 The hearing  shall be  conducted on two (2)  consecutive  days and
shall be governed by the following rules:

             (a) Each party shall be entitled to five (5) hours of hearing  time
to present its case. The neutral shall determine  whether each party has had the
five (5) hours to which it is entitled.

             (b) Each party  shall be  entitled,  but not  required,  to make an
opening statement, to present regular and rebuttal testimony, documents or other
evidence,  to  cross-examine   witnesses,   and  to  make  a  closing  argument.

                                       22

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

Cross-examination  of  witnesses  shall occur  immediately  after  their  direct
testimony,  and  cross-examination  time  shall be  charged  against  the  party
conducting the cross-examination.

             (c) The party initiating the ADR shall begin the hearing and, if it
chooses to make an opening  statement,  shall  address not only issues it raised
but also any issues raised by the responding  party. The responding party, if it
chooses to make an opening  statement,  also shall  address all issues raised in
the ADR.  Thereafter,  the  presentation  of regular and rebuttal  testimony and
documents,  other  evidence,  and closing  arguments  shall  proceed in the same
sequence.

             (d) Except when  testifying,  witnesses  shall be excluded from the
hearing until closing  arguments.

             (e) Settlement negotiations, including any statements made therein,
shall  not be  admissible  under  any  circumstances.  Affidavits  prepared  for
purposes  of the ADR  hearing  also  shall  not be  admissible.  As to all other
matters,  the neutral shall have sole discretion  regarding the admissibility of
any evidence.

         17.7 Within seven (7) days  following  completion of the hearing,  each
party may  submit to the other  party and the  neutral a  post-hearing  brief in
support of its proposed rulings and remedies, provided that such brief shall not
contain or discuss any new  evidence  and shall not exceed ten (10) pages.  This
page limitation shall apply regardless of the number of issues raised in the ADR
proceeding.

         17.8 The neutral shall rule on each disputed issue within fourteen (14)
days  following  completion  of the  hearing.  Such  ruling  shall  adopt in its
entirety the proposed  ruling and remedy of one of the parties on each  disputed
issue but may adopt one party's proposed rulings and remedies on some issues and
the other party's  proposed  rulings and remedies on other  issues.  The neutral
shall  not issue any  written  opinion  or  otherwise  explain  the basis of the
ruling.

         17.9 The neutral shall be paid a reasonable  fee plus  expenses.  These
fees and  expenses,  along with the  reasonable  legal fees and  expenses of the
prevailing party (including all expert witness fees and expenses),  the fees and
expenses of a court reporter, and any expenses for a hearing room, shall be paid
as follows:

                                       23

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

             (a) If the  neutral  rules in favor  of one  party on all  disputed
issues in the ADR, the losing party shall pay 100% of such fees and expenses.

             (b) If the  neutral  rules in favor of one party on some issues and
the other  party on other  issues,  the  neutral  shall issue with the rulings a
written  determination  as to how such  fees  and  expenses  shall be  allocated
between the parties.  The neutral shall allocate fees and expenses in a way that
bears a  reasonable  relationship  to the  outcome  of the ADR,  with the  party
prevailing on more issues, or on issues of greater value or gravity,  recovering
a relatively larger share of its legal fees and expenses.

         17.10  The  rulings  of the  neutral  and the  allocation  of fees  and
expenses  shall  be  binding,  non-reviewable,  and  non-appealable,  and may be
entered as a final  judgment in any court having  jurisdiction.

         17.11  Except as  provided  in Article 17 or as  required  by law,  the
existence of the dispute,  any  settlement  negotiations,  the ADR hearing,  any
submissions (including exhibits,  testimony,  proposed rulings, and briefs), and
the rulings shall be deemed Confidential Information. The neutral shall have the
authority  to impose  sanctions  for  unauthorized  disclosure  of  Confidential
Information.

         17.12 The ADR proceedings shall be conducted in the English language.

         17.13 Notwithstanding any of the above, this Article 17 shall not apply
to, and no ADR proceeding  shall deal with,  disputes  relating to the issues of
the validity and/or enforceability of any of the LICENSED PATENTS.

         18.0 CONFIDENTIALITY.

         18.1 This Agreement, its terms, and any information provided by a party
hereto pursuant to this Agreement,  shall be kept in strictest confidence by the
parties  hereto  except that the parties  hereto may  disclose  the terms of the

                                       24

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

Agreement as required by law, to prospective purchasers of the business relating
to PRODUCTS; provided that any such persons to whom disclosure is permitted have
agreed to keep such  terms  confidential.  Except as  provided  above,  no party
hereto shall provide this  Agreement or any of its terms to any person or entity
not a party hereto.  Notwithstanding  any of the above,  the parties  hereto may
disclose  publicly  that  ABBOTT has  granted  and  SUBLICENSEE  has  accepted a
non-exclusive  right and  sublicense  under the LICENSED  PATENTS and such other
terms of the  Agreement  as that party  deems  necessary  to comply with SEC and
applicable stock exchange disclosure rules.

          18.2 Notwithstanding  Section 18.1, if either of the parties hereto is
required (by deposition, questions, interrogatories, requests for information or
documents  as  required  by  or  in  any  legal  proceedings,  subpoenas,  civil
investigative  demands,  or any other similar compulsory  Processes) to disclose
any of the terms of this  Agreement,  each party so required  shall  provide the
other party with prompt  written  notice of any such request or  requirement  so
that such other party may seek a protective order or other appropriate remedy or
waive compliance with the provisions of Section 18.1 of this Agreement.

         18.3  Notwithstanding  the  foregoing,  neither of the parties shall be
prohibited from disclosing the terms of this Agreement in a Quarterly  Report on
Form 10-Q or Annual  Report on Form 10-K,  if upon the advice of legal  counsel,
such  disclosure is required by the rules and  regulations of the Securities and
Exchange Commission, including but not limited to Regulations S-K and S-X.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized to be effective as of the
EFFECTIVE DATE.

                                       25

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

Calypte Biomedical Corporation

By: /s/ Richard D. Brounstein
   ---------------------------------------

Name:  Richard D. Brounstein
     -------------------------------------

Title:  EVP & CFO
      ------------------------------------

Date:  6/28/04
     -------------------------------------




ABBOTT LABORATORIES

By:  /s/ Joseph M. Nemmers Jr.
     -------------------------------
     Joseph M. Nemmers Jr.
     Sr. Vice President, Diagnostic Operations
     President, Abbott Diagnostics Division

Date:  6/21/04
     -------------------------------


                                       26

   Confidential treatment has been requested with respect to portions of this
                                   document.

<PAGE>

                                   APPENDIX A

U.S. Patent No. 5,073,484 -- Issued December 17, 1991
U.S. Patent No. 5,654,162 -- Issued August 5, 1997
U.S. Patent No. 6,020,147 -- Issued February 1, 2000

Foreign counterparts:

         Country                    Pat./Appln. No.          Issue/Filing Date
         -------                    ---------------          -----------------
         Australia                  121983                   03/09/83
         Belgium                    88636                    03/09/83
         Germany                    88636                    03/09/83
         France                     88636                    03/09/83
         United Kingdom             88636                    03/09/83
         Israel                     68082                    04/01/87
         Italy                      88636                    03/09/83
         Japan                      1952845                  07/28/95
         Japan                      2139664                  12/25/98
         Japan                      2913281                  04/16/99
         Luxembourg                 88636                    03/09/83
         South Africa               831617                   03/28/84





                                       27

   Confidential treatment has been requested with respect to portions of this
                                   document.