EXHIBIT 4.1

                       THE CALYPTE BIOMEDICAL CORPORATION
                               2004 INCENTIVE PLAN
                    AMENDED AND RESTATED AS OF MARCH 7, 2005

                                    ARTICLE I

                                     GENERAL

1.1 Purpose.

         The purpose of the Calypte Biomedical Corporation 2004 Incentive Plan
   is to attract, retain and motivate officers, employees (including prospective
   employees), consultants and others who may perform services for the Company
   or an Affiliate, to compensate them for their contributions to the long-term
   growth and profits of the Company or an Affiliate, and to encourage them to
   acquire a proprietary interest in the success of the Company or an Affiliate.

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, director 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 "Cause" means the causes set forth in any written employment or
   services agreement between the Company and the grantee or an Affiliate and
   the grantee, if any, or, in the absence of such an agreement, means any of
   the following acts or circumstances: (i) willful destruction by the grantee
   of Company or Affiliate property having a material value to the Company or an
   Affiliate; (ii) fraud, embezzlement, theft, or comparable dishonest activity
   committed by the grantee against the Company or an Affiliate; (iii) the
   Participant's conviction of or entering a plea of guilty or nolo contendere
   to any crime constituting a felony or any misdemeanor involving fraud,
   dishonesty or moral turpitude; (iv) the grantee's breach, neglect, refusal or
   failure to discharge, in each case in any material respect, his or her duties
   (other than due to Disability) commensurate with his or her title and
   function or failure to comply with the lawful directions of the Board; or (v)
   a willful and knowing material misrepresentation by the grantee to the Board.

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

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

         1.2.9 "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.

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

         1.2.11 "Company" means Calypte.

         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 "Employment" means a grantee's performance of services for the
   Company or an Affiliate, as determined by the Committee. The terms "employ"
   and "employed" shall have their correlative meanings.

         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 "Incentive Award" means any Award granted contingently on the
   achievement of Performance Goals during Performance Periods, expressed in
   U.S. currency or Common Stock or any combination thereof, intended to qualify
   as performance-based compensation pursuant to Section 162(m) of the Code, as
   now constituted or subsequently amended, or pursuant to a successor provision
   of the Code, and which is so designated in the applicable Award Agreement.

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         1.2.18 "Incentive Stock Option" means an Option that is intended to
   qualify for special federal income tax treatment pursuant to Sections 421 and
   422 of the Code, as now constituted or subsequently amended, or pursuant to a
   successor provision of the Code, and which is so designated in the applicable
   Award Agreement.

         1.2.19 "Nonqualified Stock Option" means an Option that is not an
   Incentive Stock Option.

         1.2.20 "Option" means an Incentive Stock Option or a Nonqualified Stock
   Option or both, as the context requires.

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

         1.2.22 "Performance Goals" means objectives for the Company, an
   Affiliate or any individual grantee established by the Committee with respect
   to Incentive Awards contingently granted under the Plan. The Performance
   Goals shall be based on one or more of the following criteria: earnings
   (either in the aggregate or on a per-share basis), total shareholder return,
   return on equity, return on capital, net income, cash flow, operating income
   or profit, gross revenues, economic value added, or strategic business
   criteria. The levels of performance required with respect to Performance
   Goals may be expressed in absolute or relative levels.

         1.2.23 "Performance Period" means a set time period during which
   Performance Goals must be met.

         1.2.24 "Plan" means the Calypte Biomedical Corporation 2004 Incentive
   Plan, as described herein and as hereafter amended from time to time.

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

         1.2.26 "Termination of Employment" occurs on the first day on which a
   grantee is for any reason no longer providing services to the Company or an
   Affiliate in the capacity of an employee, officer or consultant.

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.

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1.4      Persons Eligible for Awards.

         Awards under the Plan may be made to such officers, employees
   (including prospective employees), consultants and other individuals who may
   perform services for the Company or for an Affiliate, as the Committee may
   select.

1.5      Termination of Employment.

         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 Employment. Except as
   otherwise determined by the Committee, 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, or which have outstanding Performance
   Periods, at the time of a Termination of Employment shall be forfeited.

         1.5.2 Awards granted under the Plan shall not be affected by any change
   of employment or other service within or among the Company and any Affiliates
   so long as the grantee continues to be an employee or consultant of the
   Company or any Affiliate, provided, however, if a grantee's employment by
   either the Company or an Affiliate should cease (other than to become an
   employee 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.

         1.5.3 Termination for Cause. If a grantee's Employment is terminated
   for Cause, then all Options and other Awards that remain subject to a risk of
   forfeiture or which are not otherwise vested held by such grantee shall
   immediately be terminated and cancelled upon Termination of Employment.

         1.5.4 Death, Disability, Termination without Cause. Except as otherwise
   provided in the applicable Award Agreement, upon the grantee's death,
   Disability or Termination of Employment for any reason other than for Cause,
   the grantee:

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

            1.5.4.2 shall have thirty (30) days to exercise the grantee's Awards
      that are vested on the Termination of Employment if such termination is
      for any reason other than the grantee's Disability or death; and

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            1.5.4.3 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
      Termination of Employment is due to the grantee's Disability or death.

         1.5.5 Termination after Change in Control. Except as otherwise provided
   by the Committee or in the applicable Award Agreement, if any grantee's
   Employment is terminated by the Company or an Affiliate for any reason other
   than for Cause within six (6) months after a "change in control" as defined
   in Section 3.8, 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 the Termination of Employment.

         1.5.6 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.

1.6      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, (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, and (g) Incentive Awards.
   No Incentive Stock Option (other than an Incentive Stock Option that may be
   assumed or issued by Calypte in connection with a transaction to which
   Section 424(a) of the Code applies) may be granted to a person who is not
   eligible to receive an Incentive Stock Option under the Code.

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 47,000,000. If, after the
   effective date of the Plan, any Award is forfeited or otherwise terminates or
   is canceled without the delivery of shares of Common Stock, shares of Common
   Stock are surrendered or withheld from any Award to satisfy a grantee's
   income tax or other withholding obligations, or 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 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.

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         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.

         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.

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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.

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.

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         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     Grant of Incentive Awards.

         The Committee may grant Incentive Awards in such amounts and subject to
   the achievement of Performance Goals during Performance Periods and other
   terms and conditions as the Committee shall determine. Incentive Awards shall
   be granted and administered to comply with the requirements of Section 162(m)
   of the Code. After the applicable Performance Period has ended, the grantee
   shall be entitled to payment based on the level of achievement of the
   Performance Goals set by the Committee. The Committee shall certify the
   achievement of the Performance Goals in writing before the Incentive Award is
   settled. At the discretion of the Committee, the settlement of Incentive
   Awards may be in cash, shares of Common Stock, or in some combination
   thereof, as set forth in the Award Agreement. If a grantee is promoted or
   demoted during a Performance Period, then, to the extent the Committee
   determines that the Award, the Performance Goals or the Performance Period
   are no longer appropriate, the Committee may adjust, change, eliminate or
   cancel the Award, the Performance Goals or the applicable Performance Period,
   as it deems appropriate in order to make them appropriate and comparable to
   the initial Award, the Performance Goals or the Performance Period.

2.11     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 originally adopted by the Board on March 2, 2004, and made
   effective as of June 22, 2004. 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.

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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      Tax Withholding.

         3.3.1 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.

         3.3.2 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 3.3.1 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).

3.4      Required Consents and Legends.

         3.4.1 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.

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<PAGE>

         3.4.2 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.

3.5      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 3.5 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.

3.6      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.

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<PAGE>

3.7      Requirement of Notification Upon Disqualifying Disposition Under
         Section 421(b) of the Code.

         If any grantee shall make any disposition of shares of Common Stock
   delivered pursuant to the exercise of an Incentive Stock Option under the
   circumstances described in Section 421(b) of the Code (relating to certain
   disqualifying dispositions), such grantee shall notify Calypte of such
   disposition within 10 days thereof.

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 or an Affiliate 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.

                                     - 19 -
<PAGE>

         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 an Affiliate or
   under any agreement with the grantee, unless the Company or an Affiliate
   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.

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.

                                     - 20 -
<PAGE>

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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