Amendment No. 1
                                       To
                        Separation Agreement and Release
                                     Between
                 Jay Oyakawa and Calypte Biomedical Corporation

This Amendment No.1 to the Separation Agreement and Release (the "Agreement")
dated January 19, 2004 between Jay Oyakawa ("Oyakawa") and Calypte Biomedical
Corporation (the "Company") is effective this 25th day of February 2004.

WHEREAS, under the terms of the Agreement, Oyakawa is entitled to payment of an
aggregate of $350,000 in cash in twelve monthly installments of $29,166 each, of
which two payments have been made prior to the effective date of this Amendment
No.1, leaving a remaining balance due Oyakawa of $291,668 ; and

WHEREAS, Oyakawa has expressed an interest in accepting a portion of the
remaining amounts due to him by the Company in the form of the Company's common
stock; and

WHEREAS, the Company is agreeable to such an arrangement;

NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:

I. At any time following the effective date of this Amendment No. 1, and in one
or more requests during the period of time in which payments under the Agreement
are required, Oyakawa may request settlement of all or any portion of the
remaining balance due to him under the Agreement (the "Requested Settlement
Amount") in shares of the Company's common stock, in lieu of cash. The amount of
common stock to be issued will be determined by the following formula:

A.    If the  Company  issues  shares  of  its  common  stock  which  have  been
      registered pursuant to an effective registration statement :

         Requested Settlement Amount / Market Price of Common Stock x 110%

B.    If the  Company  issues  restricted  (unregistered)  shares of its  common
      stock:

         Requested Settlement Amount / Market Price of Common Stock x 120%

C.    For the purposes of this Amendment No. 1, Market Price of Common Stock
      shall be defined as the average of the closing trade prices of the
      Company's common stock as reported on the OTC Bulletin Board (or such
      other market or stock exchange on which the Company's stock shall be
      listed, if not on the Bulletin Board) for the five most recent trading
      days preceding, but not including, the date on which Oyakawa informs the
      Company in writing of the Requested Settlement Amount.


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D.    In the event that Oyakawa requests a Requested Settlement Amount that is
      less than the entire remaining amount due under the Agreement, the Company
      will continue to pay Oyakawa monthly in cash an amount representing the
      remaining amount due under the Agreement less the Requested Settlement
      Amount divided by the remaining duration of monthly payments as specified
      in the Agreement.

II. The Company agrees to provide cost-free registration rights to Oyakawa for
any restricted shares of its common stock which it may issue to Oyakawa pursuant
to this Amendment No. 1, using its best commercial efforts to include such
shares in the next registration statement it files with the SEC.

III. All other terms of the Agreement shall remain unchanged.

When signed by the parties below, this Amendment No.1 is agreed and effective as
of the date first written above



  /s/ Jay Oyakawa
--------------------------------
Jay Oyakawa


Calypte Biomedical Corporation


  /s/ Richard D. Brounstein
-----------------------------------
By:  R. Brounstein
Title:  EVP and CFO