S-8

As filed with the Securities and Exchange Commission on March 28, 2003 Reg. No.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CALYPTE BIOMEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	06-1226727
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	identification No.)

1265 Harbor Parkway,

Alameda, California 94502

(510) 749-5100

(Address of principal executive offices)

ADVISORY AND CONSULTING AGREEMENTS

(Full title of plan)

Nancy E. Katz

President, Chief Executive Officer,

and Director

1265 Harbor Parkway,

Alameda, California 94502

(Name and address of agent for service)

(510) 749-5100

(Telephone number, including area code of agent for service)

Copy to:

Naccarato & Associates

19600 Fairchild, Suite 260

Irvine, CA 92612

(949) 851-9261

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered	Proposed maximum offering price per share (1)	Proposed maximum Aggregate offering Price		Amount of Registration fee
Common Stock ($.001 par value)	44,812,000	.025	$	1,120,300	$	90.63

(1) Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1933, based upon the issuance of 38,240,000 shares issuable upon exercise of warrants for consultants at $0.025 per share and 6,572,000 shares to be issued directly to consultants.

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PART I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.    Plan Information*

Item 2.    Registrant Information and Employee Plan Annual Information*

*Information required by Part 1 to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

The following documents filed by Calypte Biomedical Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a)    the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2002 filed pursuant to Section 13 of the Exchange Act, file number 000-20985;

(b)    the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A dated July 10, 1996, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating the description.

(c)    any document filed by the Company with the Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which Indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.

Item 4.    Description of Securities

                Not applicable.

Item 5.    Interests of Named Experts and Counsel

The legality of the shares of Common Stock offered hereby has been passed upon for the Company by Naccarato & Associates. A portion of the shares being registered herein are being issued to Calypte’s attorney in such law firm for services provided to Calypte.

Item 6.    Indemnification of Directors and Officers

Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his fiduciary duty as a director, except in the case where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Calypte’s Certificate of Incorporation contains a provision that eliminates directors’ personal liability as set forth above.

Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer,

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employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business associated against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Article VII of the Company’s Amended and Restated Certificate of Incorporation provides for the indemnification of its directors to the fullest extent permitted by the Delaware General Corporation Law. This provision in the Amended and Restated Certificate of Incorporation does not eliminate the fiduciary duty of the directors, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware Law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. Article VI of the Company’s Bylaws provides for the indemnification of officers, directors and third parties acting on behalf of the corporation to the full extent permitted by Delaware law.

The Company has entered into Indemnification Agreements with its executive officers and directors. The Indemnification Agreements provide the Company’s officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law.

Item 7.    Exemption from Registration Claimed

Not applicable.

Item 8.    Exhibits

                The Exhibits to this registration statement are listed in the index to Exhibits on page 9.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1)    To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the securities Act 1933:

(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which,

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individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement:

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)    That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering.

(b)    The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company’s annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California on March 28, 2003.

	CALYPTE BIOMEDICAL CORPORATION
By	/s/    Nancy Katz
	Nancy Katz, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Cataldo and Nancy Katz, as his or her attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to al intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Nancy E. Katz Nancy E. Katz	President, Chief Executive Officer & Director	March 28, 2003
/s/    Anthony Cataldo Anthony Cataldo	Executive Chairman of the Board of Directors	March 28, 2003
/s/    Richard D. Brounstein Richard D. Brounstein	Executive Vice President, Chief Financial Officer and Director	March 28, 2003
/s/    Paul Freiman Paul Freiman	Director	March 28, 2003
/s/    Julius R. Krevans, M.D. Julius R. Krevans, M.D.	Director	March 28, 2003

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/s/    Mark Novitch, M.D. Mark Novitch, M.D.	Director	March 28, 2003
/s/    Zafar Randawa, Ph.D. Zafar Randawa, Ph.D.	Director	March 28, 2003
/s/    John J. DiPietro John J. DiPietro	Director	March 28, 2003
/s/    Dian Harrison Dian Harrison	Director	March 28, 2003

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INDEX TO EXHIBITS

Exhibit NO.		Description	Sequentially Numbered Pages
4.1		Advisory and Consulting Agreement	9
4.1	(a)	Consulting Agreement – Howard Schraub	10
4.1	(b)	Amended Consulting Agreement – George Furla	14
4.1	(c)	Amended Consulting Agreement – V.T.Franzke	15
4.1	(d)	Consulting Agreement – Mohamed Hadid	16
4.1	(e)	Amended Consulting Agreement – Hendrix Bodden	20
4.1	(f)	Consulting Agreement – Cliff Brune	22
4.1	(g)	Amended Consulting Agreement – Ronald Mink	23
4.1	(h)	Amended Consulting Agreement – Michael Sitrick	24
4.1	(i)	Amended Consulting Agreement – Denise Lescasse-Laurent	26
4.1	(j)	Amended Consulting Agreement – Keith Lippert	27
4.2		Form of Warrant	28
5.1		Opinion of Naccarato & Associates	36
23.1		Consent of KPMG LLP, Independent Auditors	37
23.2		Consent of Naccarato & Associates (filed as part of Exhibit 5.1)
24.1		Power of Attorney	6

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EX-4.1

Exhibit 4.1    Advisory and Consulting Agreement

	Number of Shares and Warrants
4.1(a)	10,000,000
4.1(b)	10,000,000
4.1(c)	10,000,000
4.1(d)	8,000,000
4.1(e)	1,000,000
4.1(f)	240,000
4.1(g)	1,131,000
4.1(h)	1,800,000
4.1(i)	791,000
4.1(j)	1,650,000
Other	200,000
Total	44,812,000

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EX-4.1(A)

Exhibit 4.1(a)

CONSULTING AGREEMENT

AGREEMENT, effective as of the 24^th day of March, 2003, between Calypte Biomedical Corporation, a Delaware Corporation (the “Company”), of 1265 Harbor Parkway, Alameda, CA 94502, and Howard Schraub, 8638 Rueffe Monte Carlo, La Jolla CA 92037 (“Consultant”).

WHEREAS, THE Company desires the Consultant to provide consulting services to the Company pursuant hereto and Consultant is agreeable to providing such services.

NOW THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto agree as follows:

1. Consultant shall serve as a consultant to assist the Company in general corporate activities including but not limited to the following areas:

(a) Research venues for foreign sales for the company’s products.

(b) Assist in the foreign marketing of the company’s products.

(c) Assist in locating foreign strategic partners.

2. Term: The Company shall be entitled to Consultant’s services for reasonable times when and to the extent requested by, and subject to the direction of Mr. Cataldo. The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on June 24, 2003.

3. Reasonable travel and other expenses necessarily incurred by Consultant to render such services, and approved in advance by the Company, shall be reimbursed by the Company promptly upon receipt of proper statements, including appropriate documentation, with regard to the nature and amount of those expenses. Those statements shall be furnished to the Company monthly at the end of each calendar month in the Consulting Period during which any such expenses are incurred. Company shall pay expenses within fifteen (15) business days of the receipt of a request with appropriate documentation.

4. In consideration for the services to be performed by Consultant, the Consultant will receive a warrant to purchase ten million, (10,000,000) shares of the common stock of the Company at an exercise price of $0.025 cents per share. The warrant expires on June 24, 2003.

5. The consultant will provide to Calypte’s Executive Chairman a written report of services rendered and results thereof within 30 days of the conclusion of this contract.

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6. It is the express intention of the parties that the Consultant is an independent contractor and not an employee or agent of the Company. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Consultant and the Company. Both parties acknowledge that the Consultant is not an employee for state or federal tax purposes. The Consultant shall retain the right to perform services for others during the term of this agreement.

6.1    The consulting services shall not involve and the consultant is not engaged in services in connection with the offer or sale of securities in a capital-raising transaction for Calypte, and further, the consultant does not and will not directly or indirectly promote or maintain a market for Calypte’s securities.

7. Neither this agreement nor any duties or obligations under this agreement may be assigned by the Consultant without the prior written consent of the Company.

8. This agreement may be terminated upon ten (10) days written notice by the Company. Notwithstanding any termination, the compensation, as outlined in Section 4, shall be earned in full by the Consultant upon execution of this agreement.

9. Any notices to be given hereunder by either party to the other may be given either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addressed appearing in the introductory paragraph of this agreement, but each party may change the address by written notice in accordance with the paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing.

10. This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by the Consultant for the Company and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied

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herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing signed by the party to be charged.

11. This agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions; and the parties agree that the proper venue for the resolution of any disputes hereunder shall be Alameda County, California.

12. For purposes of this Agreement, Intellectual Property will mean (i) works, ideas, discoveries, or inventions eligible for copyright, trademark, patent or trade secret protection; and (ii) any applications for trademarks or patents, issued trademarks or patents, or copyright registrations regarding such items. Any items of Intellectual Property discovered or developed by the Consultant (or the Consultant’s employees) during the term of this Agreement will be the property of the Consultant, subject to the irrevocable right and license of the Company to make, use or sell products and services derived from or incorporating any such Intellectual Property without payment of royalties. Such rights and license will be exclusive during the term of this Agreement, and any extensions or renewals of it. After termination of this Agreement, such rights and license will be nonexclusive, but will remain royalty-free. Notwithstanding the preceding, the textual and/or graphic content of materials created by the Consultant under this Agreement (as opposed to the form or format of such materials) will be, and hereby are, deemed to be “works made for hire” and will be the exclusive property of the Company. Each party agrees to execute such documents as may be necessary to perfect and preserve the rights of either party with respect to such Intellectual Property.

13. The written, printed, graphic, or electronically recorded materials furnished by the Company for use by the Consultant are Proprietary Information and are the property of the Company. Proprietary Information includes, but is not limited to, product specifications and/or designs, pricing information, specific customer requirements, customer and potential customer lists, and information on Company’s employees, agent, or divisions. The Consultant shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this agreement, any Proprietary Information, confidential information, or know-how belonging to the Company, whether or not is in written form, except to the extent necessary to perform services under this agreement. On termination of the Consultant’s services to the Company, or at the request of the Company before termination, the

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Consultant shall deliver to the Company all material in the Consultant’s possession relating to the Company’s business.

14. The obligations regarding Proprietary Information extend to information belonging to customers and suppliers of the Company about which the Consultant may have gained knowledge as a result of performing services hereunder.

15. The Consultant shall not, during the term of this agreement and for a period of one year immediately after the termination of this agreement, or any extension of it, either directly or indirectly (a) for purposes competitive with the products or services currently offered by the Company, call on, solicit, or take away any of the Company’s customers or potential customers about whom the Consultant became aware as a result of the Consultant’s services to the Company hereunder, either for the Consultant or for any other person or entity, or (b) solicit or take away or attempt to solicit or take away any of the Company’s employees or consultants either for the Consultant or for any other person or entity.

16. The Company will indemnify and hold harmless Consultant from any claims or damages related to statements prepared by or made by Consultant that are either approved in advance by the Company or entirely based on information provided by the Company.

Consultant: Howard Schraub	Company: Calypte Biomedical Corporation
/s/    Howard Schraub	By:	/s/    Richard Brounstein
	Richard Brounstein Executive Vice President & CFO

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EX-4.1(B)

Exhibit 4.1(b)

Amendment No. 2 to Consulting Agreement

Between Calypte Biomedical Corporation

and George Furla

This Agreement amends and modifies the Amended Consulting Agreement between Calypte Biomedical Corporation (“Calypte” or the “Company”) and George Furla (“Consultant”) dated February 14, 2003 and is effective as of March 24, 2003.

Whereas, the Company desires to extend the time period during which Consultant will provide services to the Company pursuant to the above referenced Consulting Agreement and Consultant is agreeable to extending the time for providing such services.

Now therefore, in consideration of the premises and mutual promises set forth herein, the parties hereto agree as follows:

1. The term of Consultant’s Consulting Agreement shall be extended and, by virtue of this Amendment, shall terminate on August 20, 2003 rather than May 20, 2003.

2. In consideration for the extension of the services to be performed by Consultant, the Company will immediately grant to Consultant a warrant to purchase 10,000,000 shares of the registered common stock of the Company at $0.025 per share, or an aggregate purchase price of $250,000. All compensation pursuant to the Consulting Agreement and this Amendment is fully earned upon execution of this amendment. The warrant is immediately exercisable upon grant and will expire on June 24, 2003.

3. The Consultant will provide to Calypte’s Executive Chairman a written report of services rendered and results thereof each 90 days of this extended contract within 30 days of the contract’s quarter end.

4. All other terms and conditions of the Amended Consultant Agreement dated February 14, 2003 remain unchanged.

Consultant:	Calypte Biomedical Corporation
/s/    George Furla	By:	/s/    Richard D. Brounstein
George Furla	Richard Brounstein Executive Vice President & CFO

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EX-4.1(C)

Exhibit 4.1(c)

Amendment No. 1 to Consulting Agreement

Between Calypte Biomedical Corporation

and V.T. Franzke

This Agreement amends and modifies the Consulting Agreement between Calypte Biomedical Corporation (“Calypte” or the “Company”) and V.T. Franzke (“Consultant”) dated February 14, 2003 and is effective as of March 25, 2003.

Whereas, the Company desires to extend the time period during which Consultant will provide services to the Company pursuant to the above referenced Consulting Agreement and Consultant is agreeable to extending the time for providing such services.

Now therefore, in consideration of the premises and mutual promises set forth herein, the parties hereto agree as follows:

1. The term of Consultant’s Consulting Agreement shall be extended and, by virtue of this Amendment, shall terminate on September 30, 2003 rather than July 14, 2003.

2. In consideration for the extension of the services to be performed by Consultant, the Company will immediately grant to Consultant a warrant to purchase 10,000,000 shares of the registered common stock of the Company at $0.025 per share, or an aggregate purchase price of $250,000. All compensation pursuant to the Consulting Agreement and this Amendment is fully earned upon execution of this amendment. The warrant is immediately exercisable upon grant and will expire on September 30, 2003.

3. The Consultant will provide to Calypte’s Executive Chairman a written report of services rendered and results thereof each 90 days of this extended contract within 30 days of the contract’s quarter end.

4. All other terms and conditions of the Amended Consultant Agreement dated February 14, 2003 remain unchanged.

Consultant: V.T. Franzke	Company: Calypte Biomedical Corporation
/s/    V.T. Franzke	By:	/s/    Richard D. Brounstein
V.T. Franzke	Richard Brounstein EVP & CFO

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EX-4.1(D)

Exhibit 4.1(d)

CONSULTING AGREEMENT

AGREEMENT, effective as of the 27^th day of March, 2003, between Calypte Biomedical Corporation, a Delaware Corporation (the “Company”), of 1265 Harbor Parkway, Alameda, CA 94502, and Mohamed Hadid, 100 Carolwood, Los Angeles, CA 90077 (“Consultant”).

WHEREAS, THE Company desires the Consultant to provide consulting services to the Company pursuant hereto and Consultant is agreeable to providing such services.

NOW THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto agree as follows:

1. Consultant shall serve as a consultant to assist the Company in general corporate activities including but not limited to the following areas:

(a) Research venues for foreign sales for the company’s products.

(b) Assist in the establishment of distribution partners in the Middle East and Russia for the company’s products.

(c) Provide support, including competitive information, for these regions.

2. Term: The Company shall be entitled to Consultant’s services for reasonable times when and to the extent requested by, and subject to the direction of Mr. Cataldo. The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on May 27, 2003.

3. Reasonable travel and other expenses necessarily incurred by Consultant to render such services, and approved in advance by the Company, shall be reimbursed by the Company promptly upon receipt of proper statements, including appropriate documentation, with regard to the nature and amount of those expenses. Those statements shall be furnished to the Company monthly at the end of each calendar month in the Consulting Period during which any such expenses are incurred. Company shall pay expenses within fifteen (15) business days of the receipt of a request with appropriate documentation.

4. In consideration for the services to be performed by Consultant, the Consultant will receive a warrant to purchase eight million, (8,000,000) shares of the common stock of the Company at an exercise price of $0.025 cents per share. The warrant expires on June 27, 2003.

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5. The consultant will provide to Calypte’s Executive Chairman a written report of services rendered and results thereof within 30 days of the conclusion of this contract.

6. It is the express intention of the parties that the Consultant is an independent contractor and not an employee or agent of the Company. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Consultant and the Company. Both parties acknowledge that the Consultant is not an employee for state or federal tax purposes. The Consultant shall retain the right to perform services for others during the term of this agreement.

6.1    The consulting services shall not involve and the consultant is not engaged in services in connection with the offer or sale of securities in a capital-raising transaction for Calypte, and further, the consultant does not and will not directly or indirectly promote or maintain a market for Calypte’s securities.

7. Neither this agreement nor any duties or obligations under this agreement may be assigned by the Consultant without the prior written consent of the Company.

8. This agreement may be terminated upon ten (10) days written notice by the Company. Notwithstanding any termination, the compensation, as outlined in Section 4, shall be earned in full by the Consultant upon execution of this agreement.

9. Any notices to be given hereunder by either party to the other may be given either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addressed appearing in the introductory paragraph of this agreement, but each party may change the address by written notice in accordance with the paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing.

10. This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by the Consultant for the Company and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to

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this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing signed by the party to be charged.

11. This agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions; and the parties agree that the proper venue for the resolution of any disputes hereunder shall be Alameda County, California.

12. For purposes of this Agreement, Intellectual Property will mean (i) works, ideas, discoveries, or inventions eligible for copyright, trademark, patent or trade secret protection; and (ii) any applications for trademarks or patents, issued trademarks or patents, or copyright registrations regarding such items. Any items of Intellectual Property discovered or developed by the Consultant (or the Consultant’s employees) during the term of this Agreement will be the property of the Consultant, subject to the irrevocable right and license of the Company to make, use or sell products and services derived from or incorporating any such Intellectual Property without payment of royalties. Such rights and license will be exclusive during the term of this Agreement, and any extensions or renewals of it. After termination of this Agreement, such rights and license will be nonexclusive, but will remain royalty-free. Notwithstanding the preceding, the textual and/or graphic content of materials created by the Consultant under this Agreement (as opposed to the form or format of such materials) will be, and hereby are, deemed to be “works made for hire” and will be the exclusive property of the Company. Each party agrees to execute such documents as may be necessary to perfect and preserve the rights of either party with respect to such Intellectual Property.

13. The written, printed, graphic, or electronically recorded materials furnished by the Company for use by the Consultant are Proprietary Information and are the property of the Company. Proprietary Information includes, but is not limited to, product specifications and/or designs, pricing information, specific customer requirements, customer and potential customer lists, and information on Company’s employees, agent, or divisions. The Consultant shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this agreement, any Proprietary Information, confidential information, or know-how belonging to the Company, whether or not is

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in written form, except to the extent necessary to perform services under this agreement. On termination of the Consultant’s services to the Company, or at the request of the Company before termination, the Consultant shall deliver to the Company all material in the Consultant’s possession relating to the Company’s business.

14. The obligations regarding Proprietary Information extend to information belonging to customers and suppliers of the Company about which the Consultant may have gained knowledge as a result of performing services hereunder.

15. The Consultant shall not, during the term of this agreement and for a period of one year immediately after the termination of this agreement, or any extension of it, either directly or indirectly (a) for purposes competitive with the products or services currently offered by the Company, call on, solicit, or take away any of the Company’s customers or potential customers about whom the Consultant became aware as a result of the Consultant’s services to the Company hereunder, either for the Consultant or for any other person or entity, or (b) solicit or take away or attempt to solicit or take away any of the Company’s employees or consultants either for the Consultant or for any other person or entity.

16. The Company will indemnify and hold harmless Consultant from any claims or damages related to statements prepared by or made by Consultant that are either approved in advance by the Company or entirely based on information provided by the Company.

Consultant: Mohamed Hadid	Company: Calypte Biomedical Corporation
/s/    Mohamed Hadid	By:	/s/    Richard Brounstein
	Richard Brounstein Executive Vice President & CFO

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EX-4.1(E)

Exhibit 4.1(e)

Amendment to Consulting Agreement of September 24, 2002

February 17, 2003

Mr. Hendrix H. Bodden

Principal

Strategic Business Initiatives

1700 California Ave Suite 601

San Francisco, California 94109

Dear Mr. Bodden,

The within is to confirm our understanding and agreement as February 17, 2003 wherein Strategic Business Systems (SBI) and their principal, Hendrix Bodden, have agreed to settle amounts owed by Calptye Biomedical Corporation (the Company) under the previously executed Professional Services Agreement and Calypte Biomedical IT Project Statement of Work both dated September 4, 2002.

Whereas the Terms and Conditions section of the Statement of Work provided for payment of seven installments totaling $335,000 of which the Company has satisfied three installments for a total of $155,000, leaving an unpaid balance of $180,000.

In consideration for settlement of the outstanding balance of $180,000, the Company agrees to pay SBI the sum of $45,000 in cash and to issue to SBI’s principal one million shares of Calptye Biomedical Corporation non-assessable and fully paid common stock $.001 par value. SBI understands that the shares are unregistered and restricted and the Company agrees to provide cost free piggy-back registration rights. SBI may elect to have said shares replaced with shares from the Company Stock Option Plan, in the event that shares in the Stock Option Plan become approved, available and free trading prior to the effective registration provided by the piggy-back registration rights.

The Company also agrees to pay approved and outstanding expenses totaling $2906.66, on or before February 21, 2003, for a total cash payment of $47,906.66.

SBI agrees to provide the Company a final detailed copy of the Requirements Definition and Implementation Matrix as contemplated under the Statement of Work on or before February 21, 2003.

Both the Company and SBI mutually agree that, subject to the above, all deliverables and amounts due as contemplated by the agreements have been satisfied in their entirety.

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The Company and SBI further agree that all information regarding this settlement and agreement are to remain confidential.

If the within meets with your understanding and agreement, please execute a copy of same.

Very truly yours,

CALPTYE BIOMEDICAL CORPORATION

/s/    Anthony J. Cataldo

Anthony J. Cataldo

Executive Chairman

Agreed To:

STRATEGIC BUSINESS INITIATIVES

/s/    Hendrix Bodden

Hendrix H. Bodden

Principal

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EX-4.1(F)

Exhibit 4.1(f)

Consulting Agreement of March 14, 2003

March 14, 2003

Mr. Anthony J. Cataldo

Executive Chairman

Calypte Biomedical Corporation

1265 Harbor Bay Parkway

Alameda, CA 94502

Dear Tony,

As a result of our most recent conversation regarding the status of Calypte and your plans to effect a reorganization and downsizing, I submit this letter to serve as my resignation, effective immediately. I will consult for the company in a transition role for the next 30 days. This resignation letter is being provided at your request, subject to the previous obligations of the company noted below, as any termination by you would require 30 days proper written notice as provided by our employment agreement dated January 2, 2003.

The agreement also provided for 200,000 fully vested options, which I have not been issued. I am hereby requesting and you agree, that in lieu of this, 240,000 fully vested warrants at .025 (two and one half cents) and with a term of 1 year be granted and be provided immediately, for services that I will provide as a consultant. You further agree to register these with the upcoming S-8 filing during March 2003.

Further, I have submitted and approved expenses outstanding totaling $2591.76, which are due and payable immediately.

This resignation is being tendered only with the understanding that you will, by March 21, 2003, satisfy the outstanding obligations noted above. In the event they are not satisfied by this date, the resignation will not be in effect, and the company will be bound by the 30- day proper written notice requirement and any and all other obligations provided for in the employment agreement.

As a shareholder, I continue to wish the Company and its employees the best, and trust your plans for its future are successful.

Respectfully,

/s/    Cliff Brune

Cliff Brune

Agreed and Accepted: /s/    Richard D. Brounstein

                                       Richard Brounstein, Calypte CFO

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EX-4.1(G)

Exhibit 4.1(g)

Amendment 1 to Consulting Agreement

Between Calypte Biomedical Corporation and Ronald W. Mink

This Agreement amends and modifies the Consulting Agreement between Calypte Biomedical Corporation (“Calypte” or the “Company”) and Creative BioSolutions/Ron Mink (“Consultant”) dated July 15, 2002 and is effective as of March 24, 2003.

Whereas, the Company desires to change the payment terms on the contract and Consultant is agreeable to such modification.

Now therefore, in consideration of the premises and mutual promises set forth herein, the parties hereto agree as follows:

1. The Company acknowledges that it owes Consultant $28,264.21 for services rendered, payable in cash. It will now convert these payments to stock issuable to Consultant based on a value of approximately $0.025 per share for a total of 1,131,000 shares.

2. In consideration for this modification, the Company agrees to register the shares with the upcoming S-8 filing during March 2003. If the filing occurs after March, Consultant has the option to accept only cash.

3. Further, the remaining shares included in the initial agreement as a stock bonus are now considered fully vested.

4. All other terms and conditions of the Consultant Agreement dated July 15, 2002 remain unchanged.

Consultant:	Calypte Biomedical Corporation
/s/    Ronald W. Mink	By:	/s/    Richard D. Brounstein
Ronald W. Mink	Richard D. Brounstein Executive Vice President, CFO

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EX-4.1(H)

Exhibit 4.1(h)

Amendment 1 to Consulting Agreement

Between Calypte Biomedical Corporation and Sitrick

This letter (“Letter”) when accepted by you as provided below will modify and amend the referenced engagement letter (the “Engagement Letter”) between Sitrick And Company Inc., a California Corporation and its Principal, Michael Sitrick (“Sitrick”), and Calypte Biomedical Corporation, a Delaware corporation (“Calypte” or the “Company”).

Pursuant to the Engagement Letter Sitrick was retained to provide certain consulting and other services (the “Services”) to the Company (the “Engagement”). The Engagement was terminated by Calypte effective as of October 25, 2002, at which time Calypte was indebted to Sitrick for unpaid fees related to Services rendered by Sitrick pursuant to the Engagement Letter plus expenses Sitrick incurred through that date (the “Debt”). As part of Sitrick’s compensation under the Engagement Letter, Calypte was to issue to Sitrick, and cause to be registered under the Securities Act of 1933 as amended, as freely-tradable, 300,000 shares of its Common Stock (the “Shares”) which Shares have been issued to Sitrick but not registered.

The parties now wish to reinstate the Engagement and have Sitrick resume providing the Services, pursuant to the terms and conditions of the Engagement Letter as modified by this Letter, and to fully and finally settle all differences related to the Debt and the Shares.

Effective as of March 26, 2003, the parties reinstate the Engagement pursuant to the Engagement Letter, including the previously agreed-upon monthly retainer of $7,500 plus expenses for investor relations consulting services (“IR Services”). The Company acknowledges the $7,500 is the minimum, non-refundable monthly fee retainer for Sitrick’s IR Services. The Company further acknowledges that for IR Services: (i) Sitrick’s time charges will be billed against the retainer at the hourly rate range of $160 to $625, depending on the person performing the services; (ii) when the $7,500 monthly retainer has been fully applied against that month’s time charges, additional time charges for the month will be billed as incurred; (iii) time charges are computed on a portal-to-portal basis for any travel time for meetings held outside of Sitrick’s offices; (iv) time is charged and billed by Sitrick in increments of one-quarter of an hour; and (v) hourly rates are adjusted at the end of each calendar year.

The Company also acknowledges and Sitrick agrees that Sitrick shall be compensated for any fees related to IR Services (based on time charges) incurred in a month that exceed the $7,500 monthly retainer, provided Sitrick has received prior approval from Calypte to perform additional services. The $7,500 monthly retainer shall be due and payable on or prior to the first day of the calendar month to which it relates. Fees billed in excess of the retainer for that month shall be due and payable within twenty days of invoice date. The retainer for March 2003 will be prorated as of the effective date of this Letter and payment made within three business days.

The $7,500 monthly retainer is to cover time charges for IR Services and is not to cover time charges for extraordinary projects as defined in the Engagement Letter. As with IR Services, the Company acknowledges that for extraordinary projects (i) Sitrick’s time charges will be billed at the hourly rate range of $160 to $625, depending on the person performing the services, (ii) time charges are computed on a portal-to-portal basis for any travel time for meetings held outside of Sitrick’s offices; (iii) time is charged and billed by Sitrick in increments of one-quarter of an

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hour; and (iv) hourly rates are adjusted at the end of each calendar year. Time charges will be billed as incurred and shall become due and payable within twenty days of invoice date.

Payment for out of pocket expenses for Services remains as per the Engagement Letter.

Calypte acknowledges it has not registered the Shares as freely-tradable as required by the Engagement Letter and that the Debt, which is due, owing and payable to Sitrick without offset, totals $35,264.34 (comprised of $29,495.64 for past investor relations consulting services plus $5,768.70 for services on the extraordinary project related to the preparation of a public service announcement). Calypte agrees to settle the Debt and to register the Shares in accordance with the following terms:

(i) Calypte shall at its sole cost and expense cause the Shares to be registered under the Securities Act of 1933 as amended by filing an S-8 with the Securities and Exchange Commission on or before March 28, 2003 or in lieu thereof, shall cause a like number of shares to be registered and issued to Sitrick by March 28, 2003 in exchange for the original Shares;

(ii) Calypte acknowledges that it owes and shall satisfy the Debt ($35,264.34) through the issuance to Michael Sitrick, principal, or his assignee, of 1,500,000 registered, freely-tradable shares of Calypte Common Stock on or before March 28, 2003;

(iii)  In the event the 1,500,000 shares are not registered by March 28, 2003 as required by (ii) above, then the full amount ($35,264.34) of the Debt shall be immediately due and payable in cash, plus interest at the rate of 10% per annum from the date the amounts were past due.

Except as modified by this Letter, the Engagement Letter is reinstated and operative without modification or amendment.

SITRICK AND COMPANY INC.		CALYPTE BIOMEDICAL CORPORATION Agreed and accepted
By	/s/    Michael Sitrick	By	/s/    Richard D. Brounstein
Michael Sitrick Chairman and CEO		Richard D. Brounstein Executive Vice President and CFO

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EX-4.1(I)

Exhibit 4.1(i)

Amendment 1 to Consulting Agreements

Between Calypte Biomedical Corporation and Denise Lescasse-Laurent

This Agreement amends and modifies the Consulting Agreements between Calypte Biomedical Corporation (“Calypte” or the “Company”) and SARL MAJESTIC/Denise Lescasse-Laurent (“Consultant”) and is effective as of March 25, 2003.

Whereas, the Company desires to change the payment terms on the contract for certain consulting services performed in 2002 and 2003 and Consultant is agreeable to such modification.

Now therefore, in consideration of the premises and mutual promises set forth herein, the parties hereto agree as follows:

1. The Company acknowledges that as of March 25, 2003 it owes Consultant $19,772.42 for services rendered, payable in cash. It will now convert these payments to stock issuable to Consultant based on a value of approximately $0.025 per share for a total of 791,000 shares.

2. In consideration for this modification, the Company agrees to register the shares with the upcoming S-8 filing during March 2003. If the filing occurs after March, Consultant has the option to accept only cash.

3. All other terms and conditions of the 2002 Consultant Agreements remain unchanged.

Consultant:	Calypte Biomedical Corporation
/s/    Denise Lescasse-Laurent	By:	/s/    Richard D. Brounstein
Denise Lescasse-Laurent		Richard D. Brounstein Executive Vice President, CFO

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EX-4.1(J)

Exhibit 4.1(j)

Amendment 1 to Consulting Agreement

Between Calypte Biomedical Corporation and Keith Lippert

This Agreement amends and modifies the Consulting Agreements between Calypte Biomedical Corporation (“Calypte” or the “Company”) and Lippert/Heilshorn & Associates/Keith Lippert (“Consultant”) and is effective as of March 26, 2003.

Whereas, the Company desires to change the payment terms on the contract for certain consulting services performed in 2002 and 2003 and Consultant is agreeable to such modification.

Now therefore, in consideration of the premises and mutual promises set forth herein, the parties hereto agree as follows:

1. The Company acknowledges that as of March 26, 2003 it owes Consultant certain amounts for services rendered, payable in cash. It will now convert this payment to stock issuable to Consultant individually, or his designee, a total of 1,650,000 shares in full payment due under the contract and related notice period.

2. In consideration for this modification, the Company agrees to register the shares with the upcoming S-8 filing during March 2003. If the filing occurs after March, Consultant has the option to accept only cash.

3. All other terms and conditions of the 2002 Consultant Agreements remain unchanged.

Consultant:	Calypte Biomedical Corporation
/s/    Keith Lippert	By:	/s/    Richard D. Brounstein
Keith Lippert	Richard D. Brounstein Executive Vice President, CFO

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EX-4.2

Exhibit 4.2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”), OR ANY STATE SECURITIES LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.

CALYPTE BIOMEDICAL CORPORATION

Common Stock Purchase Warrant

to

Purchase                  Shares    

of

Common Stock

This Common Stock Purchase Warrant is issued to:

[Name]

[Address]

[City, State Zip]

by CALYPTE BIOMEDICAL CORPORATION, a Delaware corporation (hereinafter called the “Company”, which term shall include its successors and assigns).

FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set out, the registered holder of this Warrant as set forth on the books and records of the Company (the “Holder”) is entitled upon surrender of this Warrant to purchase from the Company                          fully paid and non-assessable shares of Common Stock, $.001 par value per share (the “Common Stock”), at the Exercise Price (as defined below) per share.

This Warrant shall expire at the close of business on                     , 2003.

1.    (a)    The right to purchase shares of Common Stock represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company at 1265 Harbor Parkway, Alameda, California 94502 (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and upon payment to the Company, by cash or by certified check or bank draft, of the Exercise Price for such shares. The Company agrees that the shares of Common Stock so purchased shall be deemed to be issued to the Holder as the record owner of such shares of Common Stock as of the close of business on the date on which this Warrant shall have been

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surrendered and payment made for such shares of Common Stock as aforesaid. Certificates for the shares of Common Stock so purchased (together with a cash adjustment in lieu of any fraction of a share) shall be delivered to the Holder within a reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock, if any, with respect to which this Warrant shall not then have been exercised, in all other respects identical with this Warrant, shall also be issued and delivered to the Holder within such time, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.

(b)    This Warrant may be exercised to acquire, from and after the date hereof, the number of shares of Common Stock set forth on the first page hereof (subject to adjustments described in this Warrant); provided, however, the right hereunder to purchase such shares of Common Stock shall expire at 5:00 p.m. Alameda, California time on                     , 2003.

2.    This Warrant is being issued by the Company pursuant to the terms of the Consulting Agreement dated                     , 200x.

3.    The Company covenants and agrees that all Common Stock upon issuance against payment in full of the Exercise Price by the Holder pursuant to this Warrant will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof (except to the extent resulting from the Holder’s own circumstances, actions or omissions). The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will have at all times authorized, and reserved for the purpose of issue or transfer upon exercise of the rights evidenced by this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant, and will procure at its sole expense upon each such reservation of shares the listing thereof (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed or inter-dealer trading systems on which the Common Stock is then traded. The Company will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirements of any national securities exchange upon which the Common Stock may be listed or inter-dealer trading system on which the Common Stock is then traded. The Company will not take any action which would result in any adjustment in the number of shares of Common Stock purchasable hereunder if the total number of shares of Common Stock issuable pursuant to the terms of this Warrant after such action upon full exercise of this Warrant and, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and other rights to purchase shares of Common Stock then outstanding, would exceed the total number of shares of Common Stock then authorized by the Company’s Restated and Amended Articles of Incorporation, as then amended.

4.    The Initial Exercise Price is $.025 per share of Common Stock (“Initial Exercise Price”). The Initial Exercise Price shall be adjusted as provided for below in this Section 4 (the Initial Exercise Price, and the Initial Exercise Price, as thereafter then adjusted, shall be referred to as the “Exercise Price”) and the Exercise Price from time to time shall be further adjusted as provided for below in this Section 4. Upon each adjustment of the Exercise Price, the Holder shall thereafter be entitled to receive upon exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by (i)

29

multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable hereunder immediately prior to such adjustment, and (ii) dividing the product thereof by the Exercise Price resulting from such adjustment. The Exercise Price shall be adjusted as follows:

(i)    In the case of any amendment to the Company’s Articles of Incorporation to change the designation of the Common Stock or the rights, privileges, restrictions or conditions in respect to the Common Stock or division of the Common Stock, this Warrant shall be adjusted so as to provide that upon exercise thereof, the Holder shall receive, in lieu of each share of Common Stock theretofore issuable upon such exercise, the kind and amount of shares, other securities, money and property receivable upon such designation, change or division by the Holder issuable upon such exercise had the exercise occurred immediately prior to such designation, change or division. This Warrant shall be deemed thereafter to provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Subsection 4(i) shall apply in the same manner to successive reclassifications, changes, consolidations and mergers.

(ii)    If the Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, or declare a dividend or make any other distribution upon the Common Stock payable in shares of Common Stock, the Exercise Price in effect immediately prior to such subdivision or dividend or other distribution shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(iii)    If any capital reorganization or reclassification of the capital stock of the Company, or any consolidation or merger of the Company with or into another corporation or other entity, or the sale of all or substantially all of the Company’s assets to another corporation or other entity shall be effected in such a way that holders of shares of Common Stock shall be entitled to receive stock, securities, other evidence of equity ownership or assets with respect to or in exchange for shares of Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale (except as otherwise provided below in this Section 4), lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to receive upon the exercise hereof upon the basis and upon the terms and conditions specified herein, such shares of stock, securities, other evidence of equity ownership or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of this Warrant under this Section 4 had such reorganization, reclassification, consolidation, merger or sale not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares of Common Stock receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities, other evidence of equity ownership or assets thereafter deliverable upon the exercise hereof (including an immediate adjustment, by reason of such consolidation or merger, of the Exercise Price to the value for the Common Stock reflected by the terms of such

30

consolidation or merger if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation or merger). Subject to the terms of this Warrant, in the event of a merger or consolidation of the Company with or into another corporation or other entity as a result of which the number of shares of common stock of the surviving corporation or other entity issuable to holders of Common Stock, is greater or lesser than the number of shares of Common Stock outstanding immediately prior to such merger or consolidation, then the Exercise Price in effect immediately prior to such merger or consolidation shall be adjusted in the same manner as though there were a subdivision or combination of the outstanding shares of Common Stock. The Company shall not effect any such consolidation, merger or sale, unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed or delivered to the Holder, the obligation to deliver to the Holder such shares of stock, securities, other evidence of equity ownership or assets as, in accordance with the foregoing provisions, the Holder may be entitled to receive or otherwise acquire. If a purchase, tender or exchange offer is made to and accepted by the holders of more than fifty (50%) percent of the outstanding shares of Common Stock, the Company shall not effect any consolidation, merger or sale with the person having made such offer or with any affiliate of such person, unless prior to the consummation of such consolidation, merger or sale the Holder of this Warrant shall have been given a reasonable opportunity to then elect to receive upon the exercise of this Warrant the amount of stock, securities, other evidence of equity ownership or assets then issuable with respect to the number of shares of Common Stock in accordance with such offer.

(iv)    In case the Company shall, at any time prior to exercise of this Warrant, consolidate or merge with any other corporation or other entity (where the Company is not the surviving entity) or transfer all or substantially all of its assets to any other corporation or other entity, then the Company shall, as a condition precedent to such transaction, cause effective provision to be made so that the Holder of this Warrant upon the exercise of this Warrant after the effective date of such transaction shall be entitled to receive the kind and amount of shares, evidences of indebtedness and/or other securities or property receivable on such transaction by a holder of the number of shares of Common Stock as to which this Warrant was exercisable immediately prior to such transaction (without giving effect to any restriction upon such exercise); and, in any such case, appropriate provision shall be made with respect to the rights and interest of the Holder of this Warrant to the end that the provisions of this Warrant shall thereafter be applicable (as nearly as may be practicable) with respect to any shares, evidences of indebtedness or other securities or assets thereafter deliverable upon exercise of this Warrant. Upon the occurrence of any event described in this Section 4(iv), the holder of this Warrant shall have the right to (i) exercise this Warrant immediately prior to such event at an Exercise Price equal to lesser of (1) the then Exercise Price or (2) the price per share of Common Stock paid in such event, or (ii) retain ownership of this Warrant, in which event, appropriate provisions shall be made so that the Warrant shall be exercisable at the Holder’s option into shares of stock, securities or other equity ownership of the surviving or acquiring entity.

Whenever the Exercise Price shall be adjusted pursuant to this Section 4, the Company shall issue a certificate signed by its President or Vice President and by its Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, setting forth, in reasonable detail, the event

31

requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination hereunder), and the Exercise Price after giving effect to such adjustment, and shall cause copies of such certificates to be mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. The Company shall make such certificate and mail it to the Holder promptly after each adjustment.

No fractional shares of Common Stock shall be issued in connection with any exercise of this Warrant, but in lieu of such fractional shares, the Company shall make a cash payment therefore equal in amount to the product of the applicable fraction multiplied by the Exercise Price then in effect.

5.    In the event the Company grants rights (other than rights granted pursuant to a shareholder rights or poison pill plan) to all shareholders to purchase Common Stock, the Holder shall have the same rights as if this Warrant had been exercised immediately prior to such grant.

6.    The shares of Common Stock issuable upon the exercise of this Warrant shall be registered by the Company pursuant to a Form S-8 to be filed with the Securities and Exchange Commission on or prior to March 25, 2003.

7.    This Warrant need not be changed because of any change in the Exercise Price or in the number of shares of Common Stock purchased hereunder.

8.    The terms defined in this paragraph, whenever used in this Warrant, shall, unless the context otherwise requires, have the respective meanings hereinafter specified. The term “Common Stock” shall mean and include the Company’s Common Stock, $.001 par value per share, authorized on the date of the original issue of this Warrant and shall also include in case of any reorganization, reclassification, consolidation, merger or sale of assets of the character referred to in Section 4 hereof, the stock, securities or assets provided for in such paragraph. The term “Company” shall also include any successor corporation to Calypte Biomedical Corporation by merger, consolidation or otherwise. The term “outstanding” when used with reference to Common Stock shall mean at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held by or for the account of the Company. The term “1933 Act” shall mean the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the Securities and Exchange Commission, or any other Federal agency then administering the 1933 Act, there-under, all as the same shall be in effect at the time.

9.    This Warrant is exchangeable, upon the surrender hereby by the Holder at the office or agency of the Company, for new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares of Common Stock as shall be designated by the Holder at the time of such surrender. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant or any such new Warrants and, in the case of any such loss, theft, or destruction, upon delivery of a bond of indemnity, reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender or cancellation of this Warrant or such new Warrants, the Company will issue to the Holder a new Warrant of like tenor, in lieu of this Warrant or such new Warrants, representing the right to

32

subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder.

10.    The Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. This Warrant shall not entitle the Holder to any voting rights or any rights as a shareholder of the Company. The rights and obligations of the Company, of the Holder, and of any holder of shares of Common Stock issuable hereunder, shall survive the exercise of this Warrant.

11.    This Warrant sets forth the entire agreement of the Company and the Holder of the Common Stock issuable upon the exercise of this Warrant with respect to the rights of the Holder and the Common Stock issuable upon the exercise of this Warrant, notwithstanding the knowledge of such Holder of any other agreement or the provisions of any agreement, whether or not known to the Holder, and the Company represents that there are no agreements inconsistent with the terms hereof or which purport in any way to bind the Holder of this Warrant or the Common Stock.

12.    The validity, interpretation and performance of this Warrant and each of its terms and provisions shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer under its corporate seal and dated as of March         , 2003.

CALYPTE BIOMEDICAL CORPORATION

By:

Name:    Richard D. Brountsein

Title:    Executive Vice President and CFO

33

FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the Warrant to which this form applies, issued by Calypte Biomedical Corporation (“Calypte”))

To Calypte Biomedical Corporation:

The undersigned hereby irrevocably elects to purchase                          shares of common stock, $0.001 par value per share, of Calypte (the “Common Stock”) and, if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, encloses herewith $                 in cash, certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) for the number of shares of Common Stock to which this Form of Election to Purchase relates, together with any applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of

PLEASE INSERT SOCIAL SECURITY OR

TAX IDENTIFICATION NUMBER

(Please print name and address)

Dated:                 ,      Name of Holder:

(Print)

(By:)

(Name:)

(Title:)

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

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FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                          the right represented by the within Warrant to purchase                      shares of Common Stock of Calypte Biomedical Corporation to which the within Warrant relates and appoints                      attorney to transfer said right on the books of Calypte Biomedical Corporation with full power of substitution in the premises.

Dated:

                        ,     

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

Address of Transferee

In the presence of:

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EX-5.1

Exhibit 5.1

NACCARATO & ASSOCIATES

Owen M. Naccarato, Esq.

19600 Fairchild, Suite 260

Irvine, CA 91612

Office: (949) 851-9261 Fax: (949) 851-9262

March 28, 2003

Calypte Biomedical Corporation

Re:    Opinion of Counsel—Registration Statement on Form S-8

Gentleman:

I have acted as counsel for Calypte Biomedical Corporation (the “Company”), in connection with the preparation and filing of the Company’s Registration statement on Form S-8 under the Securities Act of 1933, as amended, (the “Registration Statement”), relating to 44,812,000 shares of the Company’s common stock, $.001 par value, (the “common stock”), issuable pursuant to the Company’s Advisory and Consultants Agreements, (the “Plan”).

I have examined the Certificate of Incorporation, as amended, and the By-Laws of the company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgement are necessary or appropriate to enable me to render the opinions expressed below.

Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.

Further, I consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/    Owen  Naccarato

Owen Naccarato, Esq.

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EX-23.1

EXHIBIT 23.1

CONSENT OF KPMG LLP, INDEPENDENT AUDITORS

The Board of Directors

Calypte Biomedical Corporation:

We consent to the use of our report incorporated by reference herein.

Our report dated February 7, 2003, except Note 20 which is as of March 24, 2003, relating to the consolidated balance sheets of Calypte Biomedical Corporation and subsidiary as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the years in the three-year period ended December 31, 2002 and our report dated February 7, 2003 on the related consolidated financial statement schedule, contain an explanatory paragraph that states that the Company has suffered recurring losses from operations and has a working capital deficit and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/    KPMG LLP

San Francisco, California

March 28, 2003

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