CALYPTE BIOMEDICAL CORP
<DOCUMENT>
<TYPE>EX-10.139
<SEQUENCE>4
<FILENAME>v02186_ex10-139.txt
<TEXT>
                                                                 Exhibit 10.139

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 400,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                 Boodle Hatfield
                                 61 Brook Street
                                 London W1K 4BL


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 400,000 fully paid and non-assessable shares of Common
Stock, $0.03 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 March 19, 2006.

      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 surrendered and payment


<PAGE>

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 March 19, 2006.

      2. This Warrant is being issued by the Company pursuant to the terms of
Amendment No. 1 dated March 19, 2004 to the Agreement for Commitment to Purchase
Aggregate of $10,000,000 of 5% Promissory Notes dated as of November 13, 2003.

      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 $0.46 per share of Common Stock ("Initial
Exercise Price"). The Initial Exercise Price shall be adjusted as provided for
below in this

<PAGE>

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) 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

<PAGE>

      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 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

<PAGE>

      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 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 have piggyback rights for inclusion in a registration statement filed by
the Company pursuant to a Form S-2, or such other Form as the Company may
determine to be appropriate, to be filed with the Securities and Exchange
Commission on or prior to September 1, 2004.

      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.


<PAGE>

      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, $0.03 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
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.


<PAGE>

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

      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 19,
2004.

CALYPTE BIOMEDICAL CORPORATION

By    /s/ Richard D. Brounstein
      -------------------------
Name:   Richard D. Brounstein
Title:  Executive Vice President & CFO



<PAGE>


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, $0.03 par value per share, of Calypte (the "Common Stock") and,
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)


<PAGE>


                               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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</DOCUMENT>
