Unassociated Document


    AMENDMENT
      NO. 3 TO SECURED 8% CONVERTIBLE PROMISSORY NOTES

     

    THIS
      AMENDMENT NO. 3 (this "Amendment")
      to
      Secured 8% Convertible Promissory Notes, as amended by Amendment No. 2 to
      Secured 8% Convertible Promissory Notes dated July 3, 2007, and Amendment to
      Secured 8% Convertible Promissory Notes dated March 21, 2007 (each, a
“Note,”
and
      collectively, the "Notes"),
      is
      made as of December 3, 2007, by and between Calypte Biomedical Corporation,
      a
      Delaware corporation (the "Company"),
      and
      Marr Technologies BV, a limited liability company established in the Netherlands
      (the “Investor”).
      If
      there is any inconsistency between the terms of this Amendment and any other
      agreement referenced herein, the terms of this Amendment will
      govern.

     

    WHEREAS,
      the Company has agreed that if the Investor immediately exercises all of the
      currently outstanding warrants issued to it by the Company to purchase an
      aggregate of 8,482,292 shares of Common Stock, as more particularly described
      on
Schedule
      A,
      attached hereto, and delivers to the Company the aggregate exercise price for
      such warrants of $610,725.01 by wire transfer of immediately available funds
      no
      later than Wednesday, December 5, 2007, then, and only then, will the Company
      agree, for a period of one (1) year from the date of this Amendment (the
“Term”),
      to
      lower the Conversion Price of the Notes currently outstanding, and of all Notes
      to be issued during the Term in payment of interest on the outstanding principal
      amount of the Notes, to $0.16 per share;

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Company and the Investor agree as
      follows:

     

    1. The
      definition of “Conversion Price” is hereby amended and restated to read in its
      entirety as follows:

     

    “‘Conversion
      Price’
      means
      $0.16 during the Term. At the end of the Term, the Conversion Price will
      automatically revert back to the definition set forth
      in the
      Notes, which states, for the avoidance of any doubt, ‘Conversion
      Price’
means
      $0.30 subject to adjustment from time to time pursuant to Section
      11.’”

     

    2. Except
      for the amendments provided for herein, the Notes shall remain unchanged and
      in
      full force and effect. 

     

    3. This
      Amendment may be executed in counterparts, each of which shall be deemed to
      be
      an original, but which together shall be deemed to be one and the same
      instrument.

     

    4. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of New York without giving effect to the conflicts of law principles
      thereof.

     

    [Signature
      Pages Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE FOR THE COMPANY]

     

    IN
      WITNESS WHEREOF,
      each of
      the parties hereto has caused a counterpart of this Amendment to be duly
      executed and delivered as of the date first above written.

     

    
      	 	 	 
	 	
              Calypte
                Biomedical Corporation

            
	 
 	 
 	 
 
	 	By:  	/s/
              Roger I.
              Gale
	 	 	
              Signature

            
	 	 	 
	 	Its:	Chief
              Executive Officer
	 	 	
              Title

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    [SIGNATURE
      PAGE FOR THE INVESTOR]

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto has caused a counterpart of this Amendment to be duly executed
      and delivered as of the date first above written.

     

    
      	 	 	 
	 	
              Marr
                Technologies BV

            
	 	
              Name
                of Investor 

            
	 
 	 
 	 
 
	 	By:  	/s/
              C.
              Strik
	 	 	
              C.
                Strik

            
	 	 	 
	 	Its:	Director
	 	 	
               

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Schedule
      A

     

    Outstanding
      Warrants

     

    Warrants
      to purchase an aggregate of 3,392,916 shares of Common Stock at $0.03 per
      share.

     

    Warrants
      to purchase an aggregate of 5,089,375 shares of Common Stock at $0.10 per
      share.

     

    
      
        
        

      

      
        4