EXHIBIT 4.1

                       THE CALYPTE BIOMEDICAL CORPORATION
                          2005 DIRECTOR INCENTIVE PLAN

                                    ARTICLE I

                                     GENERAL

1.1 Purpose.

         The purpose of the Calypte Biomedical Corporation 2005 Director
Incentive Plan is to attract and retain the best available personnel for service
as Outside Directors (as defined herein) of the Company and its Affiliates, to
provide additional incentive to the Outside Directors of the Company and its
Affiliates to serve as Directors and to encourage their continued service.

1.2 Definitions of Certain Terms.

      1.2.1 "Affiliate" means a corporation which, for purposes of Section 424
      of the Code, is a Parent or Subsidiary of the Company, direct or indirect.

      1.2.2 "Award" means an award made pursuant to the Plan.

      1.2.3 "Award Agreement" means the written document by which each Award is
      evidenced.

      1.2.4 "Board" means the Board of Directors of Calypte.

      1.2.5 "Calypte" means Calypte Biomedical Corporation, a Delaware
      corporation, and any successor thereto.

      1.2.6 "Certificate" means a stock certificate (or other appropriate
      document or evidence of ownership) representing shares of Common Stock of
      Calypte.

      1.2.7 "Code" means the Internal Revenue Code of 1986, as amended from time
      to time, and the applicable rulings and regulations thereunder.

      1.2.8 "Committee" means the Compensation Committee of the Board or any
      successor thereto or such other committee or subcommittee designated by
      the Board to administer the Plan in accordance with Section 1.3.

      1.2.9 "Common Stock" means common stock of Calypte, par value $0.03 per
      share.

      1.2.10 "Company" means Calypte.

      1.2.11 "Director" means a member of the Board or of the board of directors
      of an Affiliate.

      1.2.12 "Disability" means, unless otherwise defined in an Award Agreement,
      or as otherwise determined under procedures established by the Committee
      for purposes of the Plan, a disability within the meaning of Section
      22(e)(3) of the Code.

      1.2.13 "Employee" means any person, including officers and Directors
      employed by the Company or an Affiliate. Neither service as a Director nor
      payment of a Director's fee by the Company or an Affiliate will be
      sufficient, in and of itself, to constitute "employment" by the Company or
      by an Affiliate.


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      1.2.14 "Exchange Act" means the Securities Exchange Act of 1934, as
      amended from time to time, and the applicable rules and regulations
      thereunder.

      1.2.15 "Fair Market Value" means, as of any date, the value of Common
      Stock determined as follows:

            1.2.15.1 If the Common Stock is listed on any established stock
            exchange, the NASDAQ System or a national market system, including
            without limitation, the National Market System of NASDAQ, the Fair
            Market Value of a share of Common Stock will be the closing sales
            price for such stock (or the closing bid, if no sales are reported)
            as quoted on that system or exchange (or the system or exchange with
            the greatest volume of trading in Common Stock) on the day of
            determination, as reported in the Wall Street Journal or any other
            source the Committee considers reliable.

            1.2.15.2 If the Common Stock is not traded as set forth above, the
            Fair Market Value will be determined in good faith by the Committee,
            such determination by the Committee to be final, conclusive and
            binding.

      1.2.16 "Grant Notice" means the written notice evidencing certain terms
      and conditions of an Award. The Grant Notice is part of the Award
      Agreement.

      1.2.17 "Inside Director" means a Director who is an Employee.

      1.2.18 "Option" means a stock option granted pursuant to the Plan.

      1.2.19 "Outside Director," for purposes of this Plan only, means a
      Director who is not an Employee or a greater than 10% stockholder,
      directly or beneficially of the Company or an Affiliate.

      1.2.20 "Parent" means a "parent corporation," whether now or hereafter
      existing, as defined in Section 424(e) of the Code.

      1.2.21 "Plan" means the Calypte Biomedical Corporation 2005 Director Plan,
      as described herein and as hereafter amended from time to time.

      1.2.22 "Subsidiary" means a "subsidiary corporation," whether now or
      hereafter existing, as defined in Section 424(f) of the Internal Revenue
      Code of 1986.

1.3 Administration.

      1.3.1 Subject to Section 1.3.4, the Plan shall be administered by the
            Board or the Committee, whose members shall serve at the pleasure of
            the Board. To the extent required for transactions under the Plan to
            qualify for the exemptions available under Rule 16b-3 promulgated
            under the Exchange Act, all actions relating to Awards to persons
            subject to Section 16 of the Exchange Act may be taken by the Board
            or the Committee composed of two or more members, each of whom is a
            "non-employee director" within the meaning of Exchange Act Rule
            16b-3. To the extent required for compensation realized from Awards
            under the Plan to be deductible by Calypte pursuant to Section
            162(m) of the Code, such Awards may be granted by the Committee
            composed of two or more members, each of whom is an "outside
            director" within the meaning of Code Section 162(m).

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      1.3.2 Subject to Section 3.2, the Committee shall have complete control
            over the administration of the Plan and shall have the authority in
            its discretion to (a) exercise all of the powers granted to it under
            the Plan, (b) construe, interpret and implement the Plan and any
            Award Agreements, (c) prescribe, amend and rescind rules and
            regulations relating to the Plan, including rules governing its own
            operations, (d) make all determinations necessary or advisable in
            administering the Plan, (e) correct any defect, supply any omission
            and reconcile any inconsistency in the Plan, (f) amend the Plan to
            reflect changes in applicable law, (g) amend any outstanding Award
            Agreement in any respect, including, without limitation, to
            accelerate the time or times at which the Award becomes vested,
            unrestricted or may be exercised, waive or amend any goals,
            restrictions or conditions set forth in such Award Agreement, or
            impose new goals, restrictions and conditions, or reflect a change
            in the grantee's circumstances (e.g., a change to part-time
            employment status), and (h) determine whether, to what extent and
            under what circumstances and method or methods (1) Awards may be (A)
            settled in cash, shares of Common Stock, other securities, other
            Awards or other property, (B) exercised or (C) canceled, forfeited
            or suspended, (2) shares of Common Stock, other securities, other
            Awards or other property, and other amounts payable with respect to
            an Award may be deferred either automatically or at the election of
            the grantee thereof or of the Committee, (3) loans (whether or not
            secured by Common Stock) may be extended by the Company or an
            Affiliate with respect to any Awards and (4) Awards may be settled
            by Calypte, any of its Affiliates or any of its or their designees.

      1.3.3 Actions of the Committee may be taken by the vote of a majority of
            its members. Any action may be taken by a written instrument signed
            by a majority of the Committee members, and action so taken shall be
            fully as effective as if it had been taken by a vote at a meeting.
            The determination of the Committee on all matters relating to the
            Plan or any Award Agreement shall be final, binding and conclusive.
            The Committee may allocate among its members and delegate to any
            person who is not a member of the Committee any of its
            administrative responsibilities.

      1.3.4 No member of the Board or the Committee or any employee of the
            Company or of an Affiliate shall be liable for any action or
            determination made in good faith with respect to the Plan or any
            Award thereunder. Each such person shall be indemnified and held
            harmless by Calypte against and from any loss, cost, liability, or
            expense that may be imposed upon or incurred by such person in
            connection with or resulting from any action, suit or proceeding to
            which such person may be a party or in which such person may be
            involved by reason of any action taken or failure act under the Plan
            or any Award Agreement and against and from any and all amounts paid
            by such person, with Calypte's approval, in settlement thereof, or
            paid by such person in satisfaction of any judgment in any such
            action, suit or proceeding against such person, provided that
            Calypte shall have the right, at its own expense, to assume and
            defend the same. The foregoing right of indemnification shall not be
            available to a person to the extent that a final judgment or other
            final adjudication binding upon such person establishes that the
            acts or omissions of such person giving rise to the indemnification
            claim resulted from such person's bad faith, fraud or willful
            criminal act or omission. The foregoing right of indemnification
            shall not be exclusive of any other rights of indemnification to
            which such persons may be entitled under Calypte's Certificate of
            Incorporation or Bylaws, as a matter of law, or otherwise, or any
            other power that Calypte may have to indemnify such persons or hold
            them harmless.

1.4  Persons Eligible for Awards.

      1.4.1 Awards under the Plan may be made only to Outside Directors.

      1.4.2 The Plan shall not confer upon any grantee any right with respect to
            continuation of service as a Director or nomination to serve as a
            Director, nor shall it interfere in any way with any rights which
            the Director or the Company may have to terminate the Director's
            relationship with the Company or with an Affiliate at any time.

1.5  Termination of Continuous Status as a Director.

      1.5.1 The Committee may impose on any Award or the exercise or settlement
            thereof, at the date of grant or, subject to the provisions of
            Section 3.1, thereafter, such additional terms and conditions not
            inconsistent with the provisions of the Plan as the Committee shall
            determine, including terms requiring forfeiture, acceleration or
            pro-rata acceleration of Awards in the event of a termination of
            grantee's status as a Director. Except as otherwise determined by
            the Committee, in the event a grantee's status as a Director
            terminates (other than upon the grantee's death or Disability), all
            Options that have not been exercised or any other Awards that remain
            subject to a risk of forfeiture or which are not otherwise vested at
            the time of such termination shall immediately be terminated and
            cancelled upon such termination.

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      1.5.2 Death or Disability. Except as otherwise provided in the applicable
            Award Agreement, upon the grantee's Disability or death, the
            grantee:

            1.5.2.1 shall forfeit all Awards that have not previously vested or
                  remain subject to a risk of forfeiture; and

            1.5.2.2 shall have one (1) year to exercise the grantee's Awards
                  that are vested on the date of Disability or death if the
                  grantee's status as a Director is due to the grantee's
                  Disability or death.

      1.5.3 Termination after Change in Control. Except as otherwise provided by
            the Committee or in the applicable Award Agreement, if any grantee's
            status as a Director is terminated by the Company or an Affiliate
            for any reason other than the grantee's Disability or death within
            six (6) months after a "change in control" as defined in Section
            3.9, then all unvested Awards and other Awards remaining subject to
            a risk of forfeiture held by such grantee shall become fully vested
            for exercise upon such termination.

      1.5.4 Any Awards not exercised within the permissible period of time shall
            be forfeited by the grantee. Notwithstanding any of the foregoing,
            the grantee shall not be permitted to exercise any Option at a time
            beyond the initial option term.

      1.5.5 Awards granted under the Plan shall not be affected by any change of
            service within or among the Company and any Affiliates so long as
            the grantee continues to be a Director of the Company or any
            Affiliate, provided, however, if a grantee's service as a Director
            by either the Company or an Affiliate should cease (other than to
            become a Director of an Affiliate or the Company), such termination
            shall affect the grantee's rights under any Award granted to such
            grantee in accordance with the terms of the Plan and the applicable
            Award Agreement.

 1.6 Types of Awards Under Plan.

          Awards may be made under the Plan in the form of (a) Options, (b)
    stock appreciation rights, (c) dividend equivalent rights, (d) restricted
    stock, (e) restricted stock units, and (f) other equity-based or
    equity-related Awards which the Committee determines to be consistent with
    the purpose of the Plan and the interests of the Company or an Affiliate.

 1.7 Shares Available for Awards.

          1.7.1 Total shares available. Subject to adjustment pursuant to
    Section 1.7.2, the total number of shares of Common Stock which may be
    delivered pursuant to Awards granted under the Plan shall be 18,000,000. If,
    after the effective date of the Plan, any Award is forfeited or otherwise
    terminated or canceled without the delivery of shares of Common Stock or is
    settled for cash, any shares of Common Stock are surrendered or withheld
    from any Award to satisfy a grantee's income tax or other withholding
    obligations, or any shares of Common Stock owned by a grantee are tendered
    to pay the exercise price of any Award granted under the Plan, then the
    shares covered by such forfeited, terminated or canceled Award or which are
    equal to the number of shares settled, surrendered, withheld or tendered
    shall again become available for transfer pursuant to Awards granted or to
    be granted under this Plan.

          1.7.2 Any shares of Common Stock (a) delivered by Calypte, (b) with
    respect to which Awards are made by Calypte and (c) with respect to which
    Calypte becomes obligated to make Awards, in each case through the
    assumption of, or in substitution for, outstanding awards previously granted
    by an acquired entity, shall not be counted against the shares of Common
    Stock available for Awards under this Plan. Shares of Common Stock which may
    be delivered pursuant to Awards may be authorized but unissued Common Stock
    or authorized and issued Common Stock held in Calypte's treasury or
    otherwise acquired for the purposes of the Plan.

          1.7.3 Adjustments. The Committee shall have the authority (but shall
    not be required) to adjust the number of shares of Common Stock authorized
    pursuant to Section 1.7.1 and to adjust equitably (including, without
    limitation, by payment of cash) the terms of any outstanding Awards
    (including, without limitation, the number of shares of Common Stock covered
    by each outstanding Award, the type of property to which the Award is
    subject and the exercise or strike price of any Award), in such manner as it
    deems appropriate to preserve the benefits or potential benefits intended to
    be made available to grantees of Awards, for any increase or decrease in the
    number of issued shares of Common Stock resulting from a stock split,
    reverse stock split, stock dividend, spinoff, splitup, combination or
    reclassification of the Common Stock, or any other event the Committee
    determines in its sole discretion affects the capitalization of Calypte.,
    including any extraordinary dividend or distribution. After any adjustment
    made pursuant to this Section 1.7, the number of shares of Common Stock
    subject to each outstanding Award shall be rounded to the nearest whole
    number.

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          1.7.4 Except as provided under the terms of any applicable Award
    Agreement, there shall be no limit on the number or the value of shares of
    Common Stock that may be subject to Awards to any individual under the Plan.

          1.7.5 There shall be no limit on the amount of cash, securities or
    other property that may be delivered pursuant to any Award.

                                   ARTICLE II
                              AWARDS UNDER THE PLAN

    2.1   Agreements Evidencing Awards.

          Each Award granted under the Plan shall be evidenced by a written
    document which shall contain such provisions and conditions as the Committee
    deems appropriate. The Committee may grant Awards in tandem with or in
    substitution for any other Award or Awards granted under this Plan or any
    award granted under any other plan of the Company or an Affiliate. By
    accepting an Award pursuant to the Plan, a grantee thereby agrees that the
    Award shall be subject to all of the terms and provisions of the Plan and
    the applicable Award Agreement.

    2.2   No Rights as a Stockholder.

          No grantee of an Award shall have any of the rights of a stockholder
    of Calypte with respect to shares subject to such Award until the delivery
    of such shares. Except as otherwise provided in Section 1.7.2, no
    adjustments shall be made for dividends, distributions or other rights
    (whether ordinary or extraordinary, and whether in cash, Common Stock, other
    securities or other property) for which the record date is prior to the date
    such shares are delivered.

    2.3   Grant of Options.

          The Committee may grant Options to purchase shares of Common Stock
    from Calypte, in such amounts and subject to such terms and conditions as
    the Committee may determine. The price of an Option under this Plan shall be
    determined in the sole discretion of the Committee; provided, however, if
    the Committee designates an Option as an Incentive Stock Option, then such
    Option shall be granted only to an employee of the Company or an Affiliate,
    shall have a per share price not less than 100% of the Fair Market Value of
    a share of Common Stock on the date of grant of the Option, and, if granted
    to a person who owns capital stock (including stock treated as owned under
    Section 424(d) of the Code) possessing more than 10% of the total combined
    voting power of all classes of capital stock of the Company or an Affiliate
    (a "10% Owner"), have a per share price not less than 110% of the Fair
    Market Value of a share of Common Stock on the date of grant, and shall be
    for a period of not more than 10 years (five years if the Grantee is a 10%
    Owner) from the date of grant. Notwithstanding designation as an Incentive
    Stock Option, if the shares of Common Stock subject to a grantee's Incentive
    Stock Options (granted under all plans of the Company or an Affiliate),
    which become exercisable for the first time during any calendar year, have a
    Fair Market Value in excess of $100,000, the Options accounting for the
    excess will be treated as Nonqualified Stock Options. Incentive Stock
    Options will be taken into account in the order in which they were granted,
    and the Fair Market Value of the shares of Common Stock will be determined
    as of the date of grant.


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    2.4   Stock Appreciation Rights.

          The Committee may grant Stock Appreciation Rights in conjunction with
    all or part of an Option granted under the Plan. In the case of a
    Nonqualified Stock Option, such rights may be granted either at or after the
    date of grant of such Option. In the case of an Incentive Stock Option, such
    rights may be granted only at the date of grant of such Option. A Stock
    Appreciation Right shall terminate and no longer be exercisable upon the
    termination or exercise of the related Option. In either case, the terms and
    conditions of a Stock Appreciation Right shall be set forth in the Award
    Agreement for the related Option or an amendment thereto. Stock Appreciation
    Rights shall be exercisable only at such time or times and to the extent
    that the Options to which they relate. Upon exercise of a Stock Appreciation
    Right, a grantee shall be entitled to receive an amount equal to the product
    of (a) the excess of the Fair Market Value of one share of Common Stock over
    the exercise price per share specified in the related Option times (b) the
    number of shares in respect of which the Stock Appreciation Right shall have
    been exercised, in cash, shares of Common Stock or both, with the Committee
    having the right to determine the form of payment.

    2.5 Exercise of Options and Stock Appreciation Rights.

          2.5.1 Any acceptance by the Committee of a grantee's written notice of
    exercise of an Option shall be conditioned upon payment for the shares being
    purchased. Such payment may be made in cash or by such other method as the
    Committee may from time to time prescribe.

          2.5.2 After receiving payment from the grantee of the full Option
    exercise price, or after receiving notice from the grantee of the exercise
    of a stock appreciation right for which payment will be made by Calypte
    partly or entirely in shares of Common Stock, Calypte shall, subject to the
    provisions of the Plan or any Award Agreement, deliver the shares of Common
    Stock.

    2.6   Grant of Dividend Equivalent Rights.

          The Committee may include in the Award Agreement with respect to any
    Award a dividend equivalent right entitling the grantee to receive amounts
    equal to all or any portion of the dividends that would be paid on the
    shares of Common Stock covered by such Award if such shares had been
    delivered pursuant to such Award. The grantee of a dividend equivalent right
    will have only the rights of a general unsecured creditor of Calypte until
    payment of such amounts is made as specified in the applicable Award
    Agreement. In the event such a provision is included in an Award Agreement,
    the Committee shall determine whether such payments shall be made in cash,
    in shares of Common Stock or in another form, whether they shall be
    conditioned upon the exercise of the Award to which they relate, the time or
    times at which they shall be made, and such other terms and conditions as
    the Committee shall deem appropriate.

    2.7   Grant of Restricted Stock.

          The Committee may grant or offer for sale restricted shares of Common
    Stock in such amounts and subject to such terms and conditions as the
    Committee shall determine, including restrictions based upon the achievement
    of Performance Goals, time-based restrictions on vesting following the
    attainment of the Performance Goals; provided, that such restrictions may
    lapse, if so determined by the Committee, in the event of the Grantee's
    Termination of Employment due to death, Disability or Termination of
    Employment by the Company or an Affiliate without Cause. Upon the delivery
    of restricted shares of Common Stock, the grantee shall have the rights of a
    stockholder with respect to the restricted stock, subject to any
    restrictions and conditions as the Committee may include in the applicable
    Award Agreement. In the event that a Certificate is issued in respect of
    restricted shares of Common Stock, such Certificate may be registered in the
    name of the grantee but shall be held by Calypte or its designated agent
    until the time the restrictions lapse.

    2.8   Grant of Restricted Stock Units.

          The Committee may grant Awards of restricted stock units in such
    amounts and subject to such terms and conditions as the Committee shall
    determine. A grantee of a restricted stock unit will have only the rights of
    a general unsecured creditor of Calypte until delivery of shares of Common
    Stock or cash is made as specified in the applicable Award Agreement. On the
    delivery date, the grantee of each restricted stock unit not previously
    forfeited shall receive one share of Common Stock or cash equal in value to
    a share of Common Stock or a combination thereof, as specified by the
    Committee.

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    2.9   Grant of Other Stock-Based Awards.


          The Committee may grant other types of equity-based or equity-related
    Awards (including the grant or offer for sale of unrestricted shares of
    Common Stock) in such amounts and subject to such terms and conditions as
    the Committee shall determine. Such Awards may entail the transfer of actual
    shares of Common Stock to Plan participants, or payment in cash or otherwise
    of amounts based on the value of shares of Common Stock.

    2.10  Tax Offset Bonuses.


          At the time an Award is made hereunder or at any time thereafter, the
    Committee may grant to the grantee receiving such Award the right to receive
    a cash payment in an amount specified by the Committee, to be paid at such
    time or times (if ever) as the Award results in compensation income to the
    grantee, for the purpose of assisting the grantee to pay the resulting
    taxes, all as determined by the Committee, and on such other terms and
    conditions as the Committee shall determine.

                                   ARTICLE III

                                  MISCELLANEOUS


    3.1   Date of Adoption and Term of Plan.

          The Plan was adopted by the Board on March 7, 2005, and shall be made
    effective as of such date, subject to the approval of the Plan by the
    stockholders of Calypte. Unless sooner terminated by the Board, the Plan
    shall terminate on the day before the tenth anniversary of the effective
    date of the Plan. The Board reserves the right to terminate the Plan at any
    time; provided, however, that all Awards made under the Plan prior to its
    termination shall remain in effect until such Awards have been satisfied or
    terminated in accordance with the terms and provisions of the Plan and the
    applicable Award Agreements.

    3.2   Amendment of the Plan.

          3.2.1 The Board may from time to time alter, suspend, discontinue,
    revise, amend or terminate the Plan in any respect whatsoever, provided,
    that no termination, amendment, or modification of the Plan shall adversely
    affect in any material way any Award previously granted under the Plan,
    without the written consent of the grantee of such Award, except as
    otherwise specifically permitted in the Plan or such Award Agreement.

          3.2.2 Unless otherwise determined by the Board, stockholder approval
    of any suspension, discontinuance, revision or amendment shall be obtained
    only to the extent necessary to comply with any applicable law, rule or
    regulation or stock exchange requirement.

    3.3   Stockholder Approval.

          The Plan shall be subject to approval by the stockholders of the
    Company within twelve (12) months after the date the Plan is adopted. Such
    stockholder approval shall be obtained in the degree and manner required
    under applicable state and federal law and any stock exchange rules.

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    3.4   Tax Withholding.

          3.4.1 As a condition to the delivery of any shares of Common Stock
    pursuant to any Award or the lifting or lapse of restrictions on any Award,
    or in connection with any other event that gives rise to a federal or other
    governmental tax withholding obligation on the part of Calypte or any of its
    subsidiaries or affiliates relating to an Award (including, without
    limitation, FICA tax), (a) Calypte may deduct or withhold (or cause to be
    deducted or withheld) from any payment or distribution to a grantee whether
    or not pursuant to the Plan or (b) the Committee shall be entitled to
    require that the grantee remit cash to Calypte or any of its subsidiaries or
    affiliates (through payroll deduction or otherwise), in each case in an
    amount sufficient in the opinion of Calypte to satisfy such withholding
    obligation.

          3.4.2 If the event giving rise to the withholding obligation involves
    a transfer of shares of Common Stock, then, unless the applicable Award
    Agreement provides otherwise, at the discretion of the Committee, the
    grantee may satisfy the withholding obligation described under Section 3.4.1
    by electing to have Calypte withhold shares of Common Stock (which
    withholding will be at a rate not in excess of the statutory minimum rate)
    or by tendering previously owned shares of Common Stock, in each case having
    a Fair Market Value equal to the amount of tax to be withheld (or by any
    other mechanism as may be required or appropriate to conform with local tax
    and other rules). For this purpose, Fair Market Value shall be determined as
    of the date on which the amount of tax to be withheld is determined (and
    Calypte may cause any fractional share amount to be settled in cash).

    3.5   Required Consents and Legends.


          3.5.1 If the Committee shall at any time determine that any consent
    (as hereinafter defined) is necessary or desirable as a condition of, or in
    connection with, the granting of any Award, the delivery of shares of Common
    Stock or the delivery of any cash, securities or other property under the
    Plan, or the taking of any other action thereunder (each such action being
    hereinafter referred to as a "plan action"), then such plan action shall not
    be taken, in whole or in part, unless and until such consent shall have been
    effected or obtained to the full satisfaction of the Committee. The
    Committee may direct that any Certificate evidencing shares delivered
    pursuant to the Plan shall bear a legend setting forth such restrictions on
    transferability as the Committee may determine to be necessary or desirable,
    and may advise the transfer agent to place a stop order against any legended
    shares.

          3.5.2 The term "consent" as used herein with respect to any plan
    action includes (a) any and all listings, registrations or qualifications in
    respect thereof upon any securities exchange or under any federal, state, or
    local law, or law, rule or regulation of a jurisdiction outside the United
    States, (b) any and all written agreements and representations by the
    grantee with respect to the disposition of shares, or with respect to any
    other matter, which the Committee may deem necessary or desirable to comply
    with the terms of any such listing, registration or qualification or to
    obtain an exemption from the requirement that any such listing,
    qualification or registration be made, (c) any and all other consents,
    clearances and approvals in respect of a plan action by any governmental or
    other regulatory body or any stock exchange or self-regulatory agency and
    (d) any and all consents or authorizations required to comply with, or
    required to be obtained under, applicable local law or otherwise required by
    the Committee. Nothing herein shall require Calypte to list, register or
    qualify the shares of Common Stock on any securities exchange.

    3.6   Nonassignability.

          Except to the extent otherwise expressly provided in the applicable
    Award Agreement, no Award (or any rights and obligations thereunder) granted
    to any person under the Plan may be sold, exchanged, transferred, assigned,
    pledged, hypothecated or otherwise disposed of (including through the use of
    any cash-settled instrument) (each such action being hereinafter referred to
    as an "assignment"), whether voluntarily or involuntarily, other than by
    will or by the laws of descent and distribution, and all such Awards (and
    any rights thereunder) shall be exercisable during the life of the grantee
    only by the grantee or the grantee's legal representative. Notwithstanding
    the immediately preceding sentence, the Committee may permit, under such
    terms and conditions that it deems appropriate in its sole discretion, a
    grantee to transfer any Award to any person or entity that the Committee so
    determines. Any assignment in violation of the provisions of this Section
    3.6 shall be void. All of the terms and conditions of this Plan and the
    Award Agreements shall be binding upon any such permitted successors and
    assigns.

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    3.7   Requirement of Consent and Notification of Election Under Section
          83(b) of the Code or Similar Provision.

          No election under Section 83(b) of the Code (to include in gross
    income in the year of transfer the amounts specified in Code Section 83(b))
    or under a similar provision of the law of a jurisdiction outside the United
    States may be made unless expressly permitted by the terms of the Award
    Agreement or by action of the Committee in writing prior to the making of
    such election. If a grantee of an Award, in connection with the acquisition
    of shares of Common Stock under the Plan or otherwise, is expressly
    permitted under the terms of the Award Agreement or by such Committee action
    to make any such election and the grantee makes the election, the grantee
    shall notify the Committee of such election within ten (10) days of filing
    notice of the election with the Internal Revenue Service or other
    governmental authority, in addition to any filing and notification required
    pursuant to regulations issued under Code Section 83(b) or other applicable
    provision.

    3.8   Change in Control.

          3.8.1 The Committee may provide in any Award Agreement for provisions
    relating to a "change in control" of Calypte (as such term is defined by the
    Committee in any such Award Agreement), including, without limitation, the
    acceleration or extension of the exercisability of, or the lapse of
    restrictions or deemed satisfaction of goals with respect to, any
    outstanding Awards.

          3.8.2 Unless otherwise provided in the applicable Award Agreement, in
    the event of a merger, consolidation, mandatory share exchange or other
    similar business combination of Calypte with or into any other entity
    ("successor entity") or any transaction in which another person or entity
    acquires all of the issued and outstanding Common Stock of Calypte, or all
    or substantially all of the assets of Calypte, outstanding Awards may be
    assumed or an equivalent Award may be substituted by such successor entity
    or a Parent or Subsidiary of such successor entity.

    3.9   Right of Discharge Reserved.

          Nothing in the Plan or in any Award Agreement shall confer upon any
    grantee the right to continued Employment by the Company or an Affiliate or
    affect any right which the Company or an Affiliate may have to terminate
    such Employment.

    3.10   Nature of Payments.

          3.10.1 Any and all grants of Awards and deliveries of Common Stock,
    cash, securities or other property under the Plan shall be in consideration
    of services performed or to be performed for the Company by the grantee.
    Awards under the Plan may, in the discretion of the Committee, be made in
    substitution in whole or in part for cash or other compensation otherwise
    payable to an Employee.

          3.10.2 All such grants and deliveries shall constitute a special
    discretionary incentive payment to the grantee and shall not be required to
    be taken into account in computing the amount of salary or compensation of
    the grantee for the purpose of determining any contributions to or any
    benefits under any pension, retirement, profit-sharing, bonus, life
    insurance, severance or other benefit plan of the Company or under any
    agreement with the grantee, unless the Company specifically provides
    otherwise.

    3.11   Non-Uniform Determinations.

          The Committee's determinations under the Plan and Award Agreements
    need not be uniform and may be made by it selectively among persons who
    receive, or are eligible to receive, Awards under the Plan (whether or not
    such persons are similarly situated). Without limiting the generality of the
    foregoing, the Committee shall be entitled, among other things, to make
    non-uniform and selective determinations under Award Agreements, and to
    enter into non-uniform and selective Award Agreements, as to (a) the persons
    to receive Awards, (b) the terms and provisions of Awards and (c) whether a
    grantee's Employment has been terminated for purposes of the Plan.

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<PAGE>

    3.12  Other Payments or Awards.

          Nothing contained in the Plan shall be deemed in any way to limit or
    restrict Calypte from making any award or payment to any person under any
    other plan, arrangement or understanding, whether now existing or hereafter
    in effect.

    3.13  Plan Headings.

          The headings in this Plan are for the purpose of convenience only and
    are not intended to define or limit the construction of the provisions
    hereof.

    3.14  Governing Law.

          ALL RIGHTS AND OBLIGATIONS UNDER THE PLAN AND EACH AWARD AGREEMENT
    SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
    OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

    3.15  Severability; Entire Agreement.

          If any of the provisions of this Plan or any Award Agreement is
    finally held to be invalid, illegal or unenforceable (whether in whole or in
    part), such provision shall be deemed modified to the extent, but only to
    the extent, of such invalidity, illegality or unenforceability and the
    remaining provisions shall not be affected thereby; provided, that if any of
    such provisions is finally held to be invalid, illegal, or unenforceable
    because it exceeds the maximum scope determined to be acceptable to permit
    such provision to be enforceable, such provision shall be deemed to be
    modified to the minimum extent necessary to modify such scope in order to
    make such provision enforceable hereunder. The Plan and any Award Agreements
    contain the entire agreement of the parties with respect to the subject
    matter thereof and supersede all prior agreements, promises, covenants,
    arrangements, communications, representations and warranties between them,
    whether written or oral with respect to the subject matter thereof.

    3.16  Waiver of Claims.

          Each grantee of an Award recognizes and agrees that prior to being
    selected by the Committee to receive an Award he or she has no right to any
    benefits hereunder. Accordingly, in consideration of the grantee's receipt
    of any Award hereunder, he or she expressly waives any right to contest the
    amount of any Award, the terms of any Award Agreement, any determination,
    action or omission hereunder or under any Award Agreement by the Committee,
    Calypte, or the Board, or any amendment to the Plan or any Award Agreement
    (other than an amendment to this Plan or an Award Agreement to which his or
    her consent is expressly required by the express terms of an Award
    Agreement).

    3.17  No Third Party Beneficiaries.

          Except as expressly provided therein, neither the Plan nor any Award
    Agreement shall confer on any person other than the Company and the grantee
    of any Award any rights or remedies thereunder.


    3.18  Successors and Assigns of Calypte.

          The terms of this Plan shall be binding upon and inure to the benefit
    of Calypte and its successors and assigns.

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