CALYPTE BIOMEDICAL CORP
<DOCUMENT>
<TYPE>EX-10.147
<SEQUENCE>2
<FILENAME>v04473_ex10-147.txt
<TEXT>

                                                                  Exhibit 10.147

                          SECURITIES PURCHASE AGREEMENT

      This Securities  Purchase Agreement (this "AGREEMENT") is dated as of July
9, 2004,  among Calypte  Biomedical  Corporation,  a Delaware  corporation  (the
"COMPANY"), and the investors identified on the signature pages hereto (each, an
"INVESTOR" and collectively, the "INVESTORS").

      WHEREAS,  subject to the terms and  conditions set forth in this Agreement
and pursuant to Section 4(2) of the  Securities  Act (as defined below) and Rule
506  promulgated  thereunder,  the  Company  desires  to issue  and sell to each
Investor, and each Investor, severally and not jointly, desires to purchase from
the Company certain  securities of the Company,  as more fully described in this
Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby  acknowledged,  the Company and the Investors agree
as follows:

                                   ARTICLE I.

                                   DEFINITIONS

      1.1  Definitions.  In  addition  to the terms  defined  elsewhere  in this
Agreement,  for all purposes of this  Agreement,  the following terms shall have
the meanings indicated in this Section 1.1:

            "ACTION"  means any  action,  suit,  inquiry,  notice of  violation,
proceeding   (including  any  partial   proceeding  such  as  a  deposition)  or
investigation pending or threatened in writing against or affecting the Company,
any  Subsidiary or any of their  respective  properties  before or by any court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading facility.

            "ADDITIONAL SHARES" has the meaning set forth in Section 4.7.

            "AFFILIATE"  means any Person that,  directly or indirectly  through
one or more  intermediaries,  controls or is  controlled  by or is under  common
control with a Person, as such terms are used in and construed under Rule 144.

            "BUSINESS  DAY"  means any day except  Saturday,  Sunday and any day
which is a federal legal holiday or a day on which banking  institutions  in the
State of New York are authorized or required by law or other governmental action
to close.

            "CLOSING"  means  the  closing  of  the  purchase  and  sale  of the
Securities pursuant to Article II.

<PAGE>

            "CLOSING DATE" means the Business Day immediately following the date
on which all of the  conditions  set forth in  Sections  5.1 and 5.2  hereof are
satisfied, or such other date as the parties may agree.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means the common stock of the Company, par value $.03
per share,  and any  securities  into which such common  stock may  hereafter be
reclassified.

            "COMMON STOCK  EQUIVALENTS"  means any  securities of the Company or
any  Subsidiary  which entitle the holder thereof to acquire Common Stock at any
time, including without limitation,  any debt, preferred stock, rights, options,
warrants  or  other   instrument  that  is  at  any  time  convertible  into  or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock or other  securities  that  entitle  the holder to  receive,  directly  or
indirectly, Common Stock.

            "COMPANY COUNSEL" means Baratta & Goldstein.

            "COMPANY DELIVERABLES" has the meaning set forth in Section 2.2(a).

            "CONFIDENTIAL   INFORMATION"   means  trade  secrets,   confidential
information  and  know-how  (including  but  not  limited  to  ideas,  formulae,
compositions,  processes,  procedures and  techniques,  research and development
information,   computer  program  code,  performance   specifications,   support
documentation, drawings, specifications,  designs, business and marketing plans,
and customer and supplier lists and related information).

            "DISCLOSURE MATERIALS" has the meaning set forth in Section 3.1(h).

            "EFFECTIVE  DATE"  means  the date that the  Registration  Statement
required by Section 2(a) of the Registration  Rights Agreement is first declared
effective by the Commission.

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "FIRST NOTICE" has the meaning set forth in Section 4.3(a).

            "GAAP" means U.S. generally accepted accounting principals.

            "INTELLECTUAL  PROPERTY"  shall mean any or all of the following and
all rights in, arising out of, or associated  therewith:  (a) all United States,
international and foreign registered  patents and applications  therefor and all
underlying   patent   rights,   reissues,   divisions,   renewals,   extensions,
provisionals,   continuations  and   continuations-in-part   thereof;   (b)  all
inventions (whether patentable or not), ideas, processes, invention disclosures,
improvements,  trade secrets,  proprietary  information,  know-how,  technology,
improvements, discoveries, technical data, customer lists, proprietary processes
and formulae, all source and object code, algorithms, architectures, structures,
display screens,  layouts,  development  tools and all  documentation  and media
constituting,   describing  or  relating  to  the  above,   including,   without
limitation,  manuals,  memoranda  and records;  (c) all  copyrights,  copyrights
registrations  and  applications  therefor,   copyrightable  material  including
derivative works, revisions,  transformations and adaptations,  material that is
subject  to  non-copyright  disclosure  protections,  and  all  other  works  of
authorship  and designs  (whether or not  copyrightable),  and all other  rights
corresponding  thereto  throughout the world; (d) all trade names,  logos, trade
dress,  common law  trademarks  and service  marks,  trademark  and service mark
registrations and applications  therefor throughout the world; (e) domain names;
(f) web sites and related content; (g) intellectual  property rights acquired by
license or agreement;  (h) damages or benefits  derived from any action  arising
out of or related to the  foregoing,  including  laws  controlling  computer and
Internet rights;  (i) all manuals,  documentation and materials  relating to the
above;  and (j) any  equivalent  rights to any of the foregoing  anywhere in the
world.


                                       2
<PAGE>

            "INVESTMENT  AMOUNT"  means,  with  respect  to each  Investor,  the
Investment Amount indicated on such Investor's signature page to this Agreement.

            "INVESTOR DELIVERABLES" has the meaning set forth in Section 2.2(b).

            "INVESTOR PARTY" has the meaning set forth in Section 4.8.

            "LIEN" means any lien, charge, encumbrance, security interest, right
of first refusal or other restrictions of any kind.

            "MATERIAL  ADVERSE  EFFECT"  means any of (i) a material and adverse
effect on the legality,  validity or enforceability of any Transaction Document,
(ii) a  material  and  adverse  effect on the  results  of  operations,  assets,
prospects, business or condition (financial or otherwise) of the Company and the
Subsidiaries,  taken as a whole, or (iii) an adverse impairment to the Company's
ability to  perform  on a timely  basis its  obligations  under any  Transaction
Document.

            "NEW ISSUE SECURITIES" has the meaning set forth in Section 4.3.

            "NEW YORK COURTS" means the state and federal  courts sitting in the
City of New York, Borough of Manhattan.

            "PER UNIT PURCHASE PRICE" equals $0.40.

            "PERSON"  means an individual or  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.


                                       3
<PAGE>

            "REGISTRATION  STATEMENT" means a registration statement meeting the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale by the Investors of the Shares and the Warrant Shares.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  Registration  Rights
Agreement,  dated as of the date of this  Agreement,  among the  Company and the
Investors, in the form of Exhibit B hereto.

            "RISK FACTOR" has the meaning set forth in Section 3.1(h).

            "RULE 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "SEC REPORTS" has the meaning set forth in Section 3.1(h).

            "SECURITIES" means the Shares, the Warrants and the Warrant Shares.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARES"  means the shares of Common Stock issued or issuable to the
Investors pursuant to this Agreement, including any Additional Shares.

            "SHORT SALES" has the meaning set forth in Section 3.2(f).

            "SUBSIDIARY"  means any "significant  subsidiary" as defined in Rule
1-02(w) of the Regulation S-X  promulgated by the Commission  under the Exchange
Act.

            "THE 2004  INCENTIVE  PLAN"  has the  meaning  set forth in  Section
3.1(g).

            "THRESHOLD  PRICE"  means the Per Unit  Purchase  Price  (subject to
equitable  adjustment for stock splits,  recombinations  and similar events that
may occur following the Closing Date and prior to the date in question).

            "TRADING DAY" means (i) a day on which the Common Stock is traded on
a Trading  Market  (other than the OTC  Bulletin  Board),  or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin  Board),  a
day on which  the  Common  Stock is traded in the  over-the-counter  market,  as
reported by the OTC Bulletin  Board,  or (iii) if the Common Stock is not quoted
on any  Trading  Market,  a day on  which  the  Common  Stock is  quoted  in the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding to its functions
of reporting prices);  provided,  that in the event that the Common Stock is not
listed or quoted as set forth in (i),  (ii) and (iii)  hereof,  then Trading Day
shall mean a Business Day.

            "TRADING MARKET" means whichever of the New York Stock Exchange, the
American Stock Exchange,  the NASDAQ National Market, the NASDAQ SmallCap Market
or OTC Bulletin  Board on which the Common Stock is listed or quoted for trading
on the date in question.


                                       4
<PAGE>

            "TRANSACTION  DOCUMENTS"  means this  Agreement,  the Warrants,  the
Registration Rights Agreement, and any other documents or agreements executed in
connection with the transactions contemplated hereunder.

            "WARRANTS"  means the Common Stock purchase  warrants in the form of
Exhibit A, which are issuable to the Investors at the Closing.

            "WARRANT  SHARES"  means the shares of Common  Stock  issuable  upon
exercise of the Warrants.

                                  ARTICLE II.

                                PURCHASE AND SALE

      2.1  Closing.  Subject  to the  terms  and  conditions  set  forth in this
Agreement, at the Closing the Company shall issue and sell to each Investor, and
each Investor shall,  severally and not jointly,  purchase from the Company, the
Shares and the Warrants  representing  such Investor's  Investment  Amount.  The
Closing  shall take  place at the  offices  of  Baratta &  Goldstein,  597 Fifth
Avenue, New York, NY 10017 on the Closing Date or at such other location or time
as the parties may agree.

      2.2 Closing Deliveries.  (a) At the Closing,  the Company shall deliver or
cause  to  be  delivered  to  each   Investor  the   following   (the   "COMPANY
DELIVERABLES"):

                  (i) a certificate  evidencing a number of Shares equal to such
Investor's Investment Amount divided by the Per Unit Purchase Price,  registered
in the name of such Investor;

                  (ii) a  Warrant,  registered  in the  name of  such  Investor,
pursuant  to which such  Investor  shall have the right to acquire the number of
shares  of Common  Stock  equal 35% of the  number  of Shares  issuable  to such
Investor pursuant to Section 2.2(a)(i);

                  (iii) the legal  opinion of Company  Counsel,  in agreed form,
addressed to the Investors; and

                  (iv) the Registration  Rights Agreement,  duly executed by the
Company.

            (b) At the  Closing,  each  Investor  shall  deliver  or cause to be
delivered to the Company the following (the "INVESTOR DELIVERABLES"):

                  (i) its  Investment  Amount,  in United States  dollars and in
immediately  available  funds,  by wire  transfer  to an account  designated  in
writing by the Company for such purpose; and

                  (ii) the Registration Rights Agreement,  duly executed by such
Investor.

                                       5
<PAGE>


                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

      3.1  Representations  and  Warranties of the Company.  The Company  hereby
makes the following representations and warranties to each Investor:

            (a) Subsidiaries. The Company has no direct or indirect Subsidiaries
other than as  specified  in the SEC  Reports.  Except as  disclosed in Schedule
3.1(a),  the Company owns,  directly or indirectly,  all of the capital stock of
each  Subsidiary  free and clear of any and all  Liens,  and all the  issued and
outstanding  shares of capital stock of each  Subsidiary  are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights.

            (b) Organization and Qualification.  The Company and each Subsidiary
are duly  incorporated  or  otherwise  organized,  validly  existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as  applicable),  with the  requisite  power and  authority  to own and use its
properties  and  assets and to carry on its  business  as  currently  conducted.
Neither the Company nor any  Subsidiary is in violation of any of the provisions
of its  respective  certificate  or articles of  incorporation,  bylaws or other
organizational  or charter  documents.  The Company and each Subsidiary are duly
qualified to conduct its  respective  businesses  and are in good  standing as a
foreign  corporation or other entity in each jurisdiction in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, could not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.

            (c)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the  Company  and no  further  action  is  required  by the  Company  in
connection therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when  delivered in accordance  with
the terms  hereof,  will  constitute  the valid and  binding  obligation  of the
Company  enforceable against the Company in accordance with its terms, except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application,  or the Rules and Regulations
of the Securities and Exchange Commission.


                                       6
<PAGE>

            (d) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  or
articles of incorporation,  bylaws or other organizational or charter documents,
or (ii) conflict  with, or constitute a default (or an event that with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument  (evidencing  a Company or  Subsidiary  debt or  otherwise)  or other
understanding  to which the Company or any Subsidiary is a party or by which any
property  or asset of the Company or any  Subsidiary  is bound or  affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company or a  Subsidiary  is subject  (including  federal and state
securities  laws and  regulations),  or by which  any  property  or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii),  such as could not,  individually  or in the  aggregate,
have or reasonably be expected to result in a Material Adverse Effect.

            (e) Filings,  Consents and Approvals. The Company is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  Person  in  connection  with  the
execution, delivery and performance by the Company of the Transaction Documents,
other  than (i) the  filing  with  the  Commission  of one or more  Registration
Statements in accordance with the requirements  Registration  Rights  Agreement,
(ii) filings  required by state securities laws, (iii) the filing of a Notice of
Sale of  Securities  on Form D with the  Commission  under  Regulation  D of the
Securities  Act (iv) the filings  required in  accordance  with Section 4.6, and
(iv) those that have been made or obtained prior to the date of this Agreement.

            (f)  Issuance  of the  Securities.  The  Securities  have  been duly
authorized  and,  when issued and paid for in  accordance  with the  Transaction
Documents,  will be duly and validly issued, fully paid and nonassessable,  free
and clear of all  Liens.  The  Company  has  reserved  from its duly  authorized
capital stock the shares of Common Stock issuable pursuant to this Agreement and
the Warrants in order to issue the Shares and the Warrant Shares.

            (g) Capitalization. The number of shares and type of all authorized,
issued and  outstanding  capital stock of the Company,  and all shares of Common
Stock  reserved for issuance  under the Company's  various  option and incentive
plans  is  specified  in the SEC  Reports  and on  Schedule  3.1(g).  Except  as
specified  in the SEC Reports  and on  Schedule  3.1(g),  no  securities  of the
Company are  entitled to  preemptive  or similar  rights,  and no Person has any
right of first refusal, preemptive right, right of participation, or any similar
right  to  participate  in the  transactions  contemplated  by  the  Transaction
Documents.  Except as specified in the SEC Reports and on Schedule 3.1(g), there
are no  outstanding  options,  warrants,  scrip rights to subscribe to, calls or
commitments of any character  whatsoever  relating to, or securities,  rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares  of  Common  Stock,  or  contracts,
commitments,  understandings  or  arrangements  by  which  the  Company  or  any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
The issue and sale of the Securities  will not,  immediately or with the passage
of  time,  obligate  the  Company  to  issue  shares  of  Common  Stock or other
securities  to any  Person  (other  than the  Investors  under  the  Transaction
Documents) and will not result in a right of any holder of Company securities to
adjust the exercise, conversion, exchange or reset price under such securities.


                                       7
<PAGE>

            (h) SEC  Reports;  Financial  Statements.  The Company has filed all
reports  required to be filed by it under the  Securities  Act and the  Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as the Company was required by
law to file such reports) (the foregoing  materials being collectively  referred
to  herein  as the  "SEC  REPORTS"  and,  together  with the  Schedules  to this
Agreement (if any), the  "DISCLOSURE  MATERIALS") on, subject to the risk factor
appearing  in the  Company's  Annual  Report on Form  10-KSB  for the year ended
December 31, 2003, titled "Risks Related to an Informal  Securities and Exchange
Commission  Inquiry" (the "RISK  FACTOR"),  a timely basis or has timely filed a
valid  extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension.  As of their respective  dates, the SEC
Reports  complied  in  all  material  respects  with  the  requirements  of  the
Securities  Act  and the  Exchange  Act and the  rules  and  regulations  of the
Commission  promulgated  thereunder,  and none of the SEC  Reports,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting  requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial  statements have been prepared in accordance with
GAAP applied on a consistent basis during the periods involved, except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  Subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.

            (i) Press Releases.  Subject to the Risk Factor,  the press releases
disseminated by the Company during the twelve months  preceding the date of this
Agreement  taken as a whole do not  contain any untrue  statement  of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements  therein,  in light of the  circumstances  under
which they were made and when made, not misleading.

            (j) Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports,  except as specifically disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not  incurred any  liabilities  (contingent  or  otherwise)
other than (A) trade payables,  accrued expenses and other liabilities  incurred
in the  ordinary  course  of  business  consistent  with past  practice  and (B)
liabilities not required to be reflected in the Company's  financial  statements
pursuant  to  GAAP  or  required  to be  disclosed  in  filings  made  with  the
Commission,  (iii) the Company has not altered its method of  accounting  or the
identity of its auditors, (iv) the Company has not declared or made any dividend
or  distribution  of cash or other  property to its  stockholders  or purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity  securities to any officer,
director or Affiliate,  except pursuant to existing  Company stock option plans,
including  contingent grants under the 2004 Incentive Plan. The Company does not
have pending  before the Commission  any request for  confidential  treatment of
information.


                                       8
<PAGE>

            (k)  Litigation.  There is no Action which (i) adversely  affects or
challenges the legality,  validity or  enforceability  of any of the Transaction
Documents or the Securities or (ii) except as specifically  disclosed in the SEC
Reports,  could, if there were an unfavorable  decision,  individually or in the
aggregate,  have or  reasonably  be  expected  to result in a  Material  Adverse
Effect.  Neither  the Company nor any  Subsidiary,  nor any  director or officer
thereof  (in his or her  capacity  as such),  is or has been the  subject of any
Action  involving a claim of violation of or  liability  under  federal or state
securities laws or a claim of breach of fiduciary  duty,  except as specifically
disclosed  in the SEC Reports.  Subject to the Risk Factor,  there has not been,
and to the knowledge of the Company,  there is not pending any  investigation by
the  Commission  involving  the  Company or any  current or former  director  or
officer of the Company (in his or her capacity as such).  The Commission has not
issued  any stop  order or  other  order  suspending  the  effectiveness  of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act.

            (l) Labor  Relations.  No material  labor dispute  exists or, to the
knowledge of the Company,  is imminent  with respect to any of the  employees of
the Company.

            (m)  Compliance.  Neither the Company nor any  Subsidiary  (i) is in
default  under or in violation  of (and no event has occurred  that has not been
waived that, with notice or lapse of time or both,  would result in a default by
the Company or any  Subsidiary  under),  nor has the  Company or any  Subsidiary
received  notice  of a  claim  that  it is in  default  under  or  that it is in
violation of, any indenture,  loan or credit agreement or any other agreement or
instrument  to which it is a party  or by which it or any of its  properties  is
bound  (whether or not such default or violation  has been  waived),  (ii) is in
violation of any order of any court,  arbitrator or governmental  body, or (iii)
is or has been in  violation of any statute,  rule or  regulation  of the United
States Food and Drug  Administration  or any governmental  authority,  including
without limitation all foreign, federal, state and local laws relating to taxes,
environmental  protection,  occupational health and safety,  product quality and
safety  and  employment  and labor  matters,  except in each case as could  not,
individually or in the aggregate,  have or reasonably be expected to result in a
Material Adverse Effect. To its knowledge, the Company is in compliance with all
effective  requirements of the Sarbanes-Oxley  Act of 2002, as amended,  and the
rules and regulations  thereunder,  that are applicable to it, except where such
noncompliance  could not have or  reasonably be expected to result in a Material
Adverse Effect.

            (n) Regulatory Permits. The Company and the Subsidiaries possess all
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state,  local or foreign  regulatory  authorities  necessary  to  conduct  their
respective businesses as described in the SEC Reports,  except where the failure
to possess such permits could not,  individually  or in the  aggregate,  have or
reasonably be expected to result in a Material  Adverse Effect,  and neither the
Company nor any Subsidiary  has received any notice of  proceedings  relating to
the revocation or modification of any such permits.


                                       9
<PAGE>

            (o) Title to Assets.  The Company and the Subsidiaries have good and
marketable  title in fee  simple  to all  real  property  owned by them  that is
material to their  respective  businesses and good and  marketable  title in all
personal property owned by them that is material to their respective businesses,
in each case free and clear of all Liens,  except for Liens as do not materially
affect the value of such property and do not  materially  interfere with the use
made  and  proposed  to be  made  of  such  property  by  the  Company  and  the
Subsidiaries.  Any real property and facilities  held under lease by the Company
and the  Subsidiaries  are held by them under valid,  subsisting and enforceable
leases of which the Company and the  Subsidiaries  are in compliance,  except as
could not,  individually or in the aggregate,  have or reasonably be expected to
result in a Material Adverse Effect.

            (p) Intellectual Property.

                  (i) Schedule  3.1(p)  accurately  sets forth all  Intellectual
Property that is material to Company's business,  "COMPANY'S IP." The Company is
the  sole and  exclusive  owner  of all  right,  title  and  interest  in and to
Company's  IP (with no breaks in the chain of title  thereof)  free and clear of
any claim, security interest, lien, pledge, option, charge or encumbrance of any
kind  whatsoever.  The  Company's  rights in  Company's IP are in full force and
effect.  Company's  IP has not been  used or  enforced  or  failed to be used or
enforced  in a manner  that would  result in the  abandonment,  cancellation  or
unenforceability of any of Company's rights in and to Company's IP.

                  (ii) Except as set forth in Schedule  3.1(p),  Company has not
transferred  any rights or interest  in, or granted any  exclusive  license with
respect to, any of its Intellectual Property, to any third party.

                  (iii)  All  Intellectual  Property  of  the  Company  and  its
Subsidiaries is currently in compliance with all legal  requirements  (including
timely filings,  proofs and payments of fees) and is valid and  enforceable.  No
Intellectual  Property of the Company or its Subsidiaries which is necessary for
the conduct of Company's and each of its Subsidiaries'  respective businesses as
currently  conducted or as currently proposed to be conducted has been or is now
involved in any  cancellation,  dispute or  litigation,  and,  to the  Company's
knowledge,  no such  action  is  threatened.  No patent  of the  Company  or its
Subsidiaries  has  been  or  is  now  involved  in  any  interference,  reissue,
re-examination or opposition proceeding.

                  (iv) All of the licenses and sublicenses and consent,  royalty
or other agreements concerning Intellectual Property which are necessary for the
conduct of the Company's and each of its Subsidiaries'  respective businesses as
currently  conducted  or as  currently  proposed  to be  conducted  to which the
Company or any  Subsidiary  is a party or by which any of their assets are bound
(other than generally commercially available, non-custom, off-the-shelf software
application  programs having a retail acquisition price of less than $10,000 per
license) (collectively,  "LICENSE AGREEMENTS") are valid and binding obligations
of the  Company  or its  Subsidiaries  that  are  parties  thereto  and,  to the
Company's knowledge,  the other parties thereto,  enforceable in accordance with
their  terms,  except to the extent that  enforcement  thereof may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights generally, and
there exists no event or condition which will result in a material  violation or
breach of or constitute  (with or without due notice or lapse of time or both) a
default  by the  Company  or any of its  Subsidiaries  under  any  such  License
Agreement.


                                       10
<PAGE>

                  (v) The  Company  and its  Subsidiaries  own or have the valid
right to use all of the Intellectual  Property that is necessary for the conduct
of  the  Company's  and  each  of its  Subsidiaries'  respective  businesses  as
currently  conducted  or as  currently  proposed  to be  conducted  and  for the
ownership,  maintenance  and operation of the  Company's  and its  Subsidiaries'
properties and assets, free and clear of all liens, encumbrances, adverse claims
or obligations to license all such owned Intellectual  Property and Confidential
Information,  other than  licenses  entered into in the  ordinary  course of the
Company's and its  Subsidiaries'  businesses.  The Company and its  Subsidiaries
have a valid and enforceable right to use all third party Intellectual  Property
and Confidential  Information used or held for use in the respective  businesses
of the Company and its Subsidiaries.

                  (vi)  The  conduct  of the  Company's  and  its  Subsidiaries'
businesses  as currently  conducted  does not  infringe or  otherwise  impair or
conflict with (collectively, "INFRINGE") any Intellectual Property rights of any
third party or any confidentiality obligation owed to a third party, and, to the
Company's knowledge,  the Intellectual Property and Confidential  Information of
the  Company  and its  Subsidiaries  which  are  necessary  for the  conduct  of
Company's  and each of its  Subsidiaries'  respective  businesses  as  currently
conducted or as currently  proposed to be conducted  are not being  Infringed by
any third party.  There is no litigation or order pending or outstanding  or, to
the  Company's  knowledge,  threatened  or  imminent,  that  seeks  to  limit or
challenge or that concerns the ownership, use, validity or enforceability of any
Intellectual  Property  or  Confidential  Information  of the  Company  and  its
Subsidiaries  and the Company's and its  Subsidiaries'  use of any  Intellectual
Property  or  Confidential  Information  owned  by a third  party,  and,  to the
Company's knowledge, there is no valid basis for the same.

                  (vii) The consummation of the transactions contemplated hereby
and by the other Transaction Documents will not result in the alteration,  loss,
impairment  of or  restriction  on the  Company's  or  any of its  Subsidiaries'
ownership  or  right to use any of the  Intellectual  Property  or  Confidential
Information  which is  necessary  for the conduct of  Company's  and each of its
Subsidiaries'  respective  businesses  as  currently  conducted  or as currently
proposed to be conducted.

                  (viii) The Company and its Subsidiaries  have taken reasonable
steps  to  protect  the  Company's  and  its   Subsidiaries'   rights  in  their
Intellectual Property and Confidential  Information.  Each employee,  consultant
and contractor who has had access to Confidential Information which is necessary
for the conduct of Company's and each of its Subsidiaries' respective businesses
as currently  conducted or as currently proposed to be conducted has executed an
agreement to maintain the  confidentiality of such Confidential  Information and
has executed appropriate  agreements that are substantially  consistent with the
Company's  standard forms  thereof.  Except under  confidentiality  obligations,
there  has  been  no  material  disclosure  of  any  of  the  Company's  or  its
Subsidiaries' Confidential Information to any third party.


                                       11
<PAGE>

            (q)  Insurance.  The  Company  and the  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and customary in the  businesses in which the
Company and the Subsidiaries  are engaged.  The Company has no reason to believe
that it will not be able to renew its and the Subsidiaries'  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers  as may  be  necessary  to  continue  its  business  on  terms
consistent with market for the Company's and such Subsidiaries' respective lines
of business.

            (r) Transactions With Affiliates and Employees.  Except as set forth
in the SEC Reports, none of the officers or directors of the Company and, to the
knowledge  of the Company,  none of the  employees of the Company is presently a
party to any  transaction  with the  Company or any  Subsidiary  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

            (s) Internal Accounting  Controls.  The Company and the Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization,  and (iv) the recorded  accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company has established disclosure
controls and procedures (as defined in Exchange Act rules 13a-14 and 15d-14) for
the Company and designed such disclosure  controls and procedures to ensure that
material  information  relating to the Company,  including its Subsidiaries,  is
made  known  to  the  certifying  officers  by  others  within  those  entities,
particularly  during the period in which the Company's Form 10-KSB or 10-QSB, as
the case may be, is being  prepared.  The  Company's  certifying  officers  have
evaluated  the  effectiveness  of  the  Company's  controls  and  procedures  in
accordance  with  Item 307 of  Regulation  S-K under  the  Exchange  Act for the
Company's most recently ended fiscal quarter or fiscal  year-end (such date, the
"EVALUATION DATE"). The Company presented in its most recently filed Form 10-KSB
or  Form  10-QSB  the   conclusions  of  the   certifying   officers  about  the
effectiveness  of  the  disclosure   controls  and  procedures  based  on  their
evaluations as of the Evaluation  Date.  Since the Evaluation  Date,  there have
been no significant  changes in the Company's internal controls (as such term is
defined in Item  308(c) of  Regulation  S-K under the  Exchange  Act) or, to the
Company's  knowledge,  in other  factors  that  could  significantly  affect the
Company's internal controls.


                                       12
<PAGE>

            (t) Solvency.  Based on the financial condition of the Company as of
the Closing Date (and assuming that the Closing  shall have  occurred),  (i) the
Company's  fair  saleable  value of its assets  exceeds  the amount that will be
required to be paid on or in respect of the Company's  existing  debts and other
liabilities  (including known contingent  liabilities) as they mature;  (ii) the
Company's  assets do not constitute  unreasonably  small capital to carry on its
business  for the  current  fiscal year as now  conducted  and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements  of the business  conducted by the Company,  and projected  capital
requirements and capital  availability  thereof; and (iii) the current cash flow
of the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets,  after taking into account all anticipated  uses of
the cash,  would be  sufficient  to pay all amounts on or in respect of its debt
when such amounts are required to be paid.  The Company does not intend to incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).

            (u)  Certain  Fees.  Except as  described  in  Schedule  3.1(u),  no
brokerage or finder's fees or commissions  are or will be payable by the Company
to any  broker,  financial  advisor  or  consultant,  finder,  placement  agent,
investment  banker,  bank or  other  Person  with  respect  to the  transactions
contemplated  by this  Agreement.  The Investors  shall have no obligation  with
respect  to any fees or with  respect  to any  claims  (other  than such fees or
commissions owed by an Investor pursuant to written agreements  executed by such
Investor  which fees or  commissions  shall be the sole  responsibility  of such
Investor) made by or on behalf of other Persons for fees of a type  contemplated
in this Section that may be due in connection with the transactions contemplated
by this Agreement.

            (v)  Certain  Registration  Matters.  Assuming  the  accuracy of the
Investors'  representations and warranties set forth in Section  3.2(b)-(e),  no
registration  under the Securities Act is required for the offer and sale of the
Shares and Warrant Shares by the Company to the Investors  under the Transaction
Documents.  Except as specified in Schedule 3.1(v),  the Company has not granted
or agreed to grant to any Person any rights (including "piggy-back" registration
rights) to have any securities of the Company  registered with the Commission or
any other governmental authority that have not been satisfied.

            (w) Listing and Maintenance Requirements. Except as specified in the
SEC Reports,  the Company has not, in the two years  preceding  the date hereof,
received notice from any Trading Market to the effect that the Company is not in
compliance with the listing or maintenance requirements thereof. The Company is,
and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued
listing of the Common  Stock on the Trading  Market on which the Common Stock is
currently  listed or quoted.  The issuance and sale of the Securities  under the
Transaction  Documents  does not  contravene  the rules and  regulations  of the
Trading Market on which the Common Stock is currently  listed or quoted,  and no
approval of the  shareholders  of the  Company  thereunder  is required  for the
Company to issue and deliver to the Investors the Securities contemplated by the
Transaction Documents.


                                       13
<PAGE>

            (x) Investment Company.  The Company is not, and is not an Affiliate
of, and immediately  following the Closing will not have become,  an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

            (y) Application of Takeover  Protections.  The Company has taken all
necessary  action,  if any, in order to render  inapplicable  any control  share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
Certificate of Incorporation  (or similar charter  documents) or the laws of its
state of incorporation  that is or could become applicable to the Investors as a
result  of the  Investors  and  the  Company  fulfilling  their  obligations  or
exercising  their  rights under the  Transaction  Documents,  including  without
limitation the Company's issuance of the Securities and the Investors' ownership
of the Securities.

            (z)  No  Additional  Agreements.  The  Company  does  not  have  any
agreement or  understanding  with any Investor with respect to the  transactions
contemplated  by the  Transaction  Documents  other  than  as  specified  in the
Transaction Documents.

            (aa) Disclosure. The Company confirms that neither it nor any Person
acting on its behalf has  provided  any  Investor  or its  respective  agents or
counsel with any information  that the Company  believes  constitutes  material,
non-public information except insofar as the existence and terms of the proposed
transactions hereunder may constitute such information.  The Company understands
and confirms that the Investors will rely on the foregoing  representations  and
covenants in effecting transactions in securities of the Company. All disclosure
provided  to  the  Investors  regarding  the  Company,   its  business  and  the
transactions  contemplated  hereby,  furnished  by or on behalf  of the  Company
(including  the  Company's  representations  and  warranties  set  forth in this
Agreement)  are true and correct and do not  contain any untrue  statement  of a
material fact or omit to state any material fact  necessary in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made, not misleading.

      3.2 Representations and Warranties of the Investors. Each Investor hereby,
for itself and for no other Investor,  represents and warrants to the Company as
follows:

            (a)  Organization;  Authority.  Such  Investor  is  an  entity  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  with the requisite  corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated by the applicable  Transaction Documents and otherwise to carry out
its  obligations  thereunder.  The execution,  delivery and  performance by such
Investor  of the  transactions  contemplated  by this  Agreement  has been  duly
authorized by all necessary corporate or, if such Investor is not a corporation,
such partnership,  limited liability company or other applicable like action, on
the part of such Investor.  Each of this Agreement and the  Registration  Rights
Agreement has been duly executed by such  Investor,  and when  delivered by such
Investor in accordance with terms hereof,  will constitute the valid and legally
binding obligation of such Investor,  enforceable  against it in accordance with
its  terms,   except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally the enforcement of,  creditors'  rights and
remedies or by other equitable principles of general application.


                                       14
<PAGE>

            (b) Investment Intent.  Such Investor is acquiring the Securities as
principal for its own account for  investment  purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice,  however,  to such Investor's right at all times to sell or otherwise
dispose of all or any part of such  Securities  in  compliance  with  applicable
federal  and  state  securities  laws.  Subject  to  the  immediately  preceding
sentence,  nothing contained herein shall be deemed a representation or warranty
by such Investor to hold the Securities for any period of time. Such Investor is
acquiring the Securities hereunder in the ordinary course of its business.  Such
Investor does not have any agreement or  understanding,  directly or indirectly,
with any Person to distribute any of the Securities.

            (c)  Investor  Status.  At the time such  Investor  was  offered the
Securities,  it was,  and at the date hereof it is, and on each date on which it
exercises  Warrants  it will be, an  "accredited  investor"  as  defined in Rule
501(a) under the Securities Act. Such Investor is not a registered broker-dealer
under Section 15 of the Exchange Act.

            (d)  General  Solicitation.  Such  Investor  is not  purchasing  the
Securities  as  a  result  of  any  advertisement,   article,  notice  or  other
communication  regarding the Securities published in any newspaper,  magazine or
similar media or broadcast over  television or radio or presented at any seminar
or any other general solicitation or general advertisement.

            (e) Access to Information.  Such Investor  acknowledges  that it has
reviewed the Disclosure  Materials and has been afforded (i) the  opportunity to
ask such questions as it has deemed  necessary of, and to receive  answers from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering of the Shares and the merits and risks of investing in the  Securities;
(ii) access to  information  about the Company  and the  Subsidiaries  and their
respective financial  condition,  results of operations,  business,  properties,
management and prospects sufficient to enable it to evaluate its investment; and
(iii) the  opportunity to obtain such  additional  information  that the Company
possesses  or can  acquire  without  unreasonable  effort  or  expense  that  is
necessary  to  make  an  informed   investment  decision  with  respect  to  the
investment.

            (f) Certain  Trading  Activities.  Such Investor has not directly or
indirectly,  nor  has  any  Person  acting  on  behalf  of or  pursuant  to  any
understanding  with such  Investor,  engaged in any trading in any securities of
the Company  (including,  without  limitations,  any Short Sales (defined below)
involving  the  Company's  securities)  during the 20 Trading  Days  immediately
preceding  the Closing.  For purposes of this Section,  "SHORT  SALES"  include,
without  limitation,  all "short  sales" as defined in Rule 3b-3 of the Exchange
Act and include all types of direct and  indirect  stock  pledges,  forward sale
contracts,  options,  puts, calls, short sales,  swaps and similar  arrangements
(including on a total return basis),  and sales and other  transactions  through
non-US broker dealers or foreign  regulated brokers having the effect of hedging
the securities or investment made under this  Agreement.  As of the date of this
Agreement,  such Investor has no open short  position in the Common  Stock,  and
covenants that neither it nor any Person acting on its behalf or pursuant to any
understanding  with it will  engage  in any  Short  Sales  prior  to the  public
disclosure of the material terms of this transaction by the Company.


                                       15
<PAGE>

            (g) Independent Investment Decision. Such Investor has independently
evaluated  the merits of its  decision to purchase  Securities  pursuant to this
Agreement,  and such  Investor  confirms  that it has  consulted  with its legal
counsel in connection with the transactions contemplated by this Agreement.

The  Company  acknowledges  and agrees  that no  Investor  has made or makes any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 3.2.

                                  ARTICLE IV.

                         OTHER AGREEMENTS OF THE PARTIES

      4.1 (a)  Securities  may only be disposed of in compliance  with state and
federal securities laws. In connection with any transfer of the Securities other
than  pursuant to an effective  registration  statement,  to the Company,  to an
Affiliate  of an  Investor or in  connection  with a pledge as  contemplated  in
Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably  satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred  Securities
under the Securities Act.

            (b)   Certificates   evidencing  the  Securities  will  contain  the
following legend or a legend substantially  similar thereto,  until such time as
they are not required under Section 4.1(c):

            [NEITHER THESE SECURITIES NOR THE SECURITIES  ISSUABLE UPON EXERCISE
            OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT
            BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE  COMMISSION OR THE
            SECURITIES  COMMISSION  OF ANY STATE IN RELIANCE  UPON AN  EXEMPTION
            FROM REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES  ACT"),  AND,  ACCORDINGLY,  MAY NOT BE  OFFERED OR SOLD
            EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
            SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A
            TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE
            SECURITIES ACT AND IN ACCORDANCE  WITH APPLICABLE  STATE  SECURITIES
            LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
            SUCH EFFECT,  THE SUBSTANCE OF WHICH SHALL BE REASONABLY  ACCEPTABLE
            TO THE COMPANY.  [THESE SECURITIES AND THE SECURITIES  ISSUABLE UPON
            EXERCISE OF THESE SECURITIES]  [THESE  SECURITIES] MAY BE PLEDGED IN
            CONNECTION   WITH  A  BONA  FIDE  MARGIN  ACCOUNT  SECURED  BY  SUCH
            SECURITIES.


                                       16
<PAGE>

            The Company  acknowledges  and agrees that an Investor may from time
to  time  pledge,  and/or  grant  a  security  interest  in  some  or all of the
Securities  pursuant to a bona fide margin  agreement in connection  with a bona
fide  margin  account  and,  if required  under the terms of such  agreement  or
account,  such  Investor  may  transfer  pledged  or secured  Securities  to the
pledgees or secured  parties.  Such a pledge or transfer would not be subject to
approval or consent of the Company and no legal  opinion of legal counsel to the
pledgee,  secured  party or pledgor  shall be  required in  connection  with the
pledge,  but such legal opinion may be required in connection  with a subsequent
transfer  following default by the Investor  transferee of the pledge. No notice
shall be required of such pledge.  At the appropriate  Investor's  expense,  the
Company will execute and deliver such reasonable  documentation  as a pledgee or
secured party of Securities may reasonably  request in connection  with a pledge
or  transfer  of the  Securities  including  the  preparation  and filing of any
required  prospectus  supplement  under Rule  424(b)(3) of the Securities Act or
other applicable provision of the Securities Act to appropriately amend the list
of Selling Stockholders thereunder.

            (c) Certificates  evidencing the Shares and Warrant Shares shall not
contain  any legend  (including  the legend  set forth in Section  4.1(b)):  (i)
following  a sale of  such  Securities  pursuant  to an  effective  registration
statement  (including the Registration  Statement),  or (ii) following a sale of
such Shares or Warrant  Shares  pursuant to Rule 144 (assuming the transferor is
not an Affiliate of the Company),  or (iii) while such Shares or Warrant  Shares
are  eligible  for sale under Rule 144(k).  Following  such time as  restrictive
legends are not  required to be placed on  certificates  representing  Shares or
Warrant Shares  pursuant to the preceding  sentence,  the Company will, no later
than three Trading Days  following the delivery by an Investor to the Company or
the Company's  transfer  agent of a certificate  representing  Shares or Warrant
Shares containing a restrictive legend, deliver or cause to be delivered to such
Investor a certificate  representing  such Shares or Warrant Shares that is free
from all restrictive and other legends. The Company may not make any notation on
its records or give  instructions  to any  transfer  agent of the  Company  that
enlarge the restrictions on transfer set forth in this Section.

      4.2  Furnishing  of  Information.   As  long  as  any  Investor  owns  the
Securities,  the  Company  covenants  to timely  file (or obtain  extensions  in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the  Company  after  the date  hereof  pursuant  to the
Exchange  Act. As long as any Investor  owns  Securities,  if the Company is not
required to file reports  pursuant to such laws,  it will prepare and furnish to
the Investors and make  publicly  available in accordance  with Rule 144(c) such
information  as is  required  for the  Investors  to sell the Shares and Warrant
Shares  under Rule 144.  The Company  further  covenants  that it will take such
further action as any holder of Securities may  reasonably  request,  all to the
extent  required  from time to time to enable such Person to sell the Shares and
Warrant  Shares  without  registration  under  the  Securities  Act  within  the
limitation of the exemptions provided by Rule 144.


                                       17
<PAGE>

      4.3  Right  of  Participation.  If at  any  time  prior  to the  one  year
anniversary of the Closing Date, the Company proposes to issue any equity Common
Stock or Common Stock Equivalents  (collectively,  "NEW ISSUE SECURITIES"),  the
Company shall also offer the New Issue  Securities to the Investors so that they
can maintain their then ownership  percentage,  in accordance with the following
provisions:

            (a) The Company shall  publicly  disclose its intention to issue New
Securities in a manner such that Investors will not be in possession of material
non-public  information  concerning the Company as a result of the provisions of
this  Section  (including  receipt  of a First  Notice,  and then give a written
notice to each Investor (the "FIRST NOTICE")  stating (i) its intention to issue
the New Issue  Securities,  (ii) the  number  and  description  of the New Issue
Securities  proposed to be issued and (iii) the purchase price (calculated as of
the proposed  issuance date) and the other terms and  conditions  upon which the
Company is offering the New Issue Securities.

            (b)  Transmittal of the First Notice to the Investors by the Company
shall  constitute  an offer by the  Company to sell to each  Investor  up to its
proportionate  number (based upon such  Investor's  percentage  ownership of the
total number of issued and outstanding  Shares) of the New Issue  Securities for
the price and upon the terms and conditions  set forth in the First Notice.  The
calculation is intended to maintain the Investors'  percentage  ownership  after
the  transaction  closes and taking  into  account  the shares  acquired  by new
investors.  For a period of three (3) Business  Days after receipt of the of the
First Notice, each Investor shall have the option, exercisable by written notice
to the  Company,  to accept  the  Company's  offer as to all or any part of such
Investor's  proportionate  number  of the New Issue  Securities.  If two or more
types of New Issue Securities are to be issued or New Issue Securities are to be
issued together with other types of securities,  including,  without limitation,
debt Securities, in a single transaction or related transactions,  the rights to
purchase New Issue  Securities  granted to the Investors under this Section must
be  exercised  to  purchase  all types of New Issue  Securities  and such  other
securities  in the  same  proportion  as such New  Issue  Securities  and  other
securities are to be issued by the Company.

            (c) The  rights  contained  in this  Section  shall not apply to the
issuance and sale by the Company, from time to time hereafter,  of (i) shares of
Common Stock or Common Stock Equivalents to consultants, employees, officers, or
directors of the Company,  as compensation  for their services to the Company or
any of its direct or indirect  Subsidiaries pursuant to arrangements approved by
the Board of  Directors  of the  Company,  (ii) the  issuance of the  Securities
pursuant to the Transaction  Documents,  (iii) shares of Common Stock issued and
sold in a firm commitment  underwritten public offering (which shall not include
an equity line of credit,  shelf  takedown,  or similar  financing  arrangement)
resulting in net proceeds to the Company of in excess of $15,000,000, (iv) up to
an aggregate of 500,000  shares of Common Stock  (including any shares of Common
Stock  issuable in respect of Common  Stock  Equivalents)  issued or issuable as
part of an equipment financing line in the ordinary course of business, approved
by the Company's Board of Directors,  in each case, at a price not less than the
market  price of the Common Stock at the time of the  issuance,  (v) issuance of
shares of Common Stock to Logisticorp and Southwest Resource Preservation, Inc.,
based upon the issuance and  conversion of outstanding  convertible  debentures,
with the issuance of said Common  Stock not to exceed  700,000  shares,  or (vi)
shares of Common Stock issued as  consideration  for the  acquisition of another
company or  business  in which the  shareholders  of the  Company do not have an
ownership  interest,  which  acquisition  has  been  approved  by the  Board  of
Directors of the Company.


                                       18
<PAGE>

      4.4 Integration.  The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall,  sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities Act of the sale of the Securities to the Investors,  or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and regulations of any Trading Market in a manner that would require stockholder
approval of the sale of the securities to the Investors.

      4.5  Subsequent  Registrations.  Other than  pursuant to the  Registration
Statement,   prior  to  the  Effective  Date,  the  Company  may  not  file  any
registration statement (other than on Form S-8) with the Commission with respect
to any securities of the Company.

      4.6  Securities  Laws  Disclosure;  Publicity.  On the Second  Trading Day
following the Closing Date,  the Company shall issue a press release  disclosing
the transactions  contemplated  hereby and the Closing,  and will file a Current
Report on Form 8-K disclosing the material  terms of the  Transaction  Documents
(and attach as exhibits  thereto the Transaction  Documents).  In addition,  the
Company will make such other filings and notices in the manner and time required
by the  Commission  and the Trading  Market on which the Common Stock is listed.
Notwithstanding the foregoing,  the Company shall not publicly disclose the name
of any  Investor,  or include  the name of any  Investor  in any filing with the
Commission  (other than the  Registration  Statement and any exhibits to filings
made  in  respect  of  this  transaction  in  accordance  with  periodic  filing
requirements under the Exchange Act) or any regulatory agency or Trading Market,
without the prior written  consent of such  Investor,  except to the extent such
disclosure is required by law or Trading Market regulations.


                                       19
<PAGE>

      4.7  Additional  Shares.  If, prior to the first year  anniversary  of the
Closing  Date,  the Company  issues any shares of Common Stock or the Company or
any  Subsidiary  issues any Common  Stock  Equivalents  entitling  any Person to
acquire  shares  of Common  Stock at a price  per share  less than less than the
Threshold Price (if the holder of the Common Stock or Common Stock Equivalent so
issued shall at any time,  whether by operation of purchase  price  adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise,
or due to warrants,  options or rights issued in connection  with such issuance,
be entitled to receive shares of Common Stock at a price less than the Threshold
Price,  such  issuance  shall be  deemed  to have  occurred  for  less  than the
Threshold Price), then, in connection with each such issuance of Common Stock or
Common Stock  Equivalents  for a purchase  price that is less than the Threshold
Price, the Company shall  immediately  issue  additional  shares of Common Stock
(the "ADDITIONAL SHARES") to each Investor for no additional consideration.  The
number of  Additional  Shares  issuable to each  Investor  will  equal:  (a) the
Threshold  Price minus the lowest  price per share of the Common Stock or Common
Stock Equivalents  offered or sold that trigger an obligation under this Section
divided  by (b) the  Threshold  Price,  multiplied  by (c) the  number of Shares
issued to such  Investor  at the  Closing  pursuant  to Section  2.2(a)(i).  The
Company  shall notify the  Investors  in writing,  no later than the Trading Day
following the issuance of any Common Stock or Common Stock Equivalent subject to
this section,  indicating therein the applicable  issuance price. The Additional
Shares shall be entitled to the  registration  and other rights set forth in the
Registration  Rights  Agreement and any  Additional  Shares not  registered  for
resale shall also be afforded general  piggyback  registration  rights such that
such Additional Shares may be included in any registration statement (other than
on Form S-8) filed by the Company.  Notwithstanding the foregoing,  no issuances
of  Additional  Shares  will be made under this  Section as a result of: (i) the
issuance of Warrant Shares, (ii) the issuance of securities upon the exercise or
conversion of any Common Stock or Common Stock Equivalents issued by the Company
prior to the date hereof (but will apply to any  amendments,  modifications  and
reissuances thereof), (iii) the grant of options or warrants, or the issuance of
additional   securities,   under  any  duly  authorized  Company  stock  option,
restricted stock plan or stock purchase plan whether now existing or approved by
the Company and its  stockholders in the future (but not as to any amendments or
other modifications to the number of Common Stock issuable thereunder, the terms
set  forth  therein,  or the  exercise  price  set forth  therein,  unless  such
amendments or other  modifications are approved by the Company's  stockholders),
(iv) up to an aggregate of 500,000 shares of Common Stock  (including any shares
of Common  Stock  issuable  in respect of Common  Stock  Equivalents)  issued or
issuable  as part of an  equipment  financing  line in the  ordinary  course  of
business  at a price not less than the market  price of the Common  Stock at the
time of the issuance,  (v) issuance of shares of Common Stock to Logisticorp and
Southwest Resource Preservation, Inc., based upon the issuance and conversion of
outstanding convertible  debentures,  with the issuance of said Common Stock not
to  exceed  700,000  shares,  or (vi)  the  grant of  options  and  warrants  to
consultants for bona fide consulting services as approved by the Company's Board
of Directors.

      4.8  Limitation  on Issuance of Future Priced  Securities.  During the six
months  following  the Closing  Date,  the  Company  shall not issue any "Future
Priced Securities" as such term is described by NASD IM-4350-1.

      4.9 Indemnification of Investors. In addition to the indemnity provided in
the  Registration  Rights  Agreement,  the Company will  indemnify  and hold the
Investors and their directors, officers,  shareholders,  partners, employees and
agents  (each,  an  "INVESTOR   PARTY")   harmless  from  any  and  all  losses,
liabilities,  obligations,  claims, contingencies,  damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys'  fees and costs of  investigation  (collectively,  "LOSSES") that any
such  Investor  Party  may  suffer or incur as a result  of or  relating  to any
misrepresentation,   breach  or  inaccuracy  of  any  representation,  warranty,
covenant  or  agreement  made by the  Company in any  Transaction  Document.  In
addition to the indemnity  contained  herein,  the Company will  reimburse  each
Investor Party for its reasonable  legal and other expenses  (including the cost
of any investigation,  preparation and travel in connection  therewith) incurred
in connection therewith, as such expenses are incurred.


                                       20
<PAGE>

      4.10 Non-Public Information. The Company covenants and agrees that neither
it nor any other  Person  acting on its behalf will  provide any Investor or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public  information,  unless prior thereto such Investor shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands  and confirms that each Investor shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.  The Company  covenants and agrees that neither it nor any other
Person  acting on its behalf will  provide any Investor or its agents or counsel
with any information that the Company believes  constitutes  material non-public
information,  unless prior thereto such  Investor  shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands  and confirms that each  Investor  shall be relying on the foregoing
representations in effecting  transactions in securities of the Company.  In the
event that the  Company in writing  requests an Investor to enter into a written
confidentiality  agreement  regarding  information  which the Company desires to
disclose  to such  Investor  and which the  Company  believes  is  material  and
non-public (the parties  agreeing that the information to be disclosed  pursuant
to such an  agreement  shall only be material and  non-public  for up to 10 days
from the date of such  agreement) and such Investor  informs the Company that it
would not be  willing to enter into such  confidentiality  agreement,  then such
Investor shall be deemed to have waived its  participation  rights under Section
4.3 for a period of 20 days  from the date of such  Investor's  refusal  (or the
20th day  following  the third  Business  Day on which the  Company  shall  have
requested  such  agreement  in  writing  in the  event  such  Investor  fails to
respond).

      4.11 Listing of Securities. The Company agrees, (i) if the Company applies
to have the Common Stock traded on any other Trading Market,  it will include in
such application the Shares and Warrant Shares,  and will take such other action
as is necessary or desirable to cause the Shares and Warrant Shares to be listed
on such other Trading Market as promptly as possible,  and (ii) it will take all
action  reasonably  necessary  to continue the listing and trading of its Common
Stock on a Trading  Market and will  comply in all  material  respects  with the
Company's  reporting,  filing and other obligations under the bylaws or rules of
the Trading Market.

      4.12 Use of Proceeds.  The Company will use the net proceeds from the sale
of the  Securities  hereunder  for  working  capital  purposes  and  not for the
satisfaction  of any portion of the Company's  debt (other than payment of trade
payables and accrued  expenses in the ordinary course of the Company's  business
and consistent  with prior  practices),  or to redeem any Common Stock or Common
Stock Equivalents.

                                   ARTICLE V.

                         CONDITIONS PRECEDENT TO CLOSING

      5.1 Conditions  Precedent to the  Obligations of the Investors to Purchase
Securities. The obligation of each Investor to acquire Securities at the Closing
is  subject to the  satisfaction  or waiver by such  Investor,  at or before the
Closing, of each of the following conditions:


                                       21
<PAGE>

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of the  Company  contained  herein  shall be true and correct in all
material  respects as of the date when made and as of the Closing as though made
on and as of such date;

            (b)  Performance.  The Company shall have  performed,  satisfied and
complied in all material respects with all covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by it at or prior to the Closing;

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent  jurisdiction that
prohibits  the  consummation  of  any of the  transactions  contemplated  by the
Transaction Documents;

            (d) Adverse Changes.  Since the date of execution of this Agreement,
no event or series of events shall have occurred that  reasonably  could have or
result in a Material Adverse Effect;

            (e) No Suspensions of Trading in Common Stock;  Listing.  Trading in
the Common Stock shall not have been  suspended by the Commission or any Trading
Market  (except for any  suspensions of trading of not more than one Trading Day
solely to permit dissemination of material information regarding the Company) at
any time since the date of  execution  of this  Agreement,  and the Common Stock
shall  have been at all times  since such date  listed for  trading on a Trading
Market;

            (f) Company  Deliverables.  The  Company  shall have  delivered  the
Company Deliverables in accordance with Section 2.2(a); and

            (g) Timing.  The Closing  shall have occurred no later than July 12,
2004.

      5.2  Conditions  Precedent  to the  Obligations  of the  Company  to  sell
Securities.  The obligation of the Company to sell  Securities at the Closing is
subject to the satisfaction or waiver by the Company,  at or before the Closing,
of each of the following conditions:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of each Investor  contained  herein shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made on and as of such date;

            (b) Performance.  Each Investor shall have performed,  satisfied and
complied in all material respects with all covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by such Investor at or prior to the Closing;

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent  jurisdiction that
prohibits  the  consummation  of  any of the  transactions  contemplated  by the
Transaction Documents;


                                       22
<PAGE>

            (d) Investors  Deliverables.  Each Investor shall have delivered its
Investors Deliverables in accordance with Section 2.2(b); and

            (e) Timing.  The Closing  shall have occurred no later than July 12,
2004.

                                  ARTICLE VI.

                                  MISCELLANEOUS

      6.1 Fees and  Expenses.  Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party  incident  to the  negotiation,  preparation,  execution,
delivery and performance of the Transaction Documents. The Company shall pay all
stamp  and other  taxes and  duties  levied in  connection  with the sale of the
Shares.

      6.2  Entire  Agreement.  The  Transaction  Documents,  together  with  the
Exhibits and Schedules thereto,  contain the entire understanding of the parties
with respect to the subject  matter hereof and  supersede all prior  agreements,
understandings,  discussions and representations,  oral or written, with respect
to such  matters,  which the  parties  acknowledge  have been  merged  into such
documents, exhibits and schedules.

      6.3 Notices.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication  is delivered via  facsimile  (provided the sender
receives a  machine-generated  confirmation of successful  transmission)  at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
number  specified  in this  Section on a day that is not a Trading  Day or later
than 6:30 p.m.  (New York City time) on any  Trading  Day,  (c) the  Trading Day
following the date of mailing, if sent by U.S. nationally  recognized  overnight
courier service,  or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and  communications  shall be
as follows:

         If to the Company:                Calypte Biomedical Corporation
                                           5000 Hopyard Rd., Suite 480,
                                           Pleasanton, CA 94588
                                           Facsimile:  (925) 730-0146
                                           Attn.:  Chief Financial Officer

         With a copy to:                   Baratta & Goldstein
                                           597 Fifth Avenue, 9th Floor
                                           New York, NY 10017
                                           Facsimile:  (212) 750-8297
                                           Attn.:  Joseph Baratta

         If to an Investor:                To the address set forth under such
                                           Investor's name on the signature
                                           pages hereof;


                                       23
<PAGE>


or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

      6.4 Amendments; Waivers; No Additional Consideration. No provision of this
Agreement may be waived or amended except in a written  instrument signed by the
Company and the  Investors  holding a majority  of the Shares.  No waiver of any
default  with  respect  to any  provision,  condition  or  requirement  of  this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any  subsequent  default  or a  waiver  of any  other  provision,  condition  or
requirement  hereof, nor shall any delay or omission of either party to exercise
any right  hereunder  in any manner  impair the  exercise of any such right.  No
consideration  shall be offered or paid to any Investor to amend or consent to a
waiver or modification  of any provision of any Transaction  Document unless the
same consideration is also offered to all Investors who then hold Shares.

      6.5  Construction.  The headings herein are for  convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party. This Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship  of any  provisions  of  this  Agreement  or  any of the  Transaction
Documents.

      6.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written consent of the Investors.  Any Investor may assign any
or all of its rights under this  Agreement  to any Person to whom such  Investor
assigns or transfers any Securities,  provided such transferee agrees in writing
to be bound,  with  respect to the  transferred  Securities,  by the  provisions
hereof that apply to the "Investors."

      6.7 No  Third-Party  Beneficiaries.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other  Person,  except as otherwise set forth in Section 4.8 (as to each
Investor Party).


                                       24
<PAGE>

      6.8 Governing Law. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense  of the  transactions  contemplated  by this  Agreement  and  any  other
Transaction  Documents (whether brought against a party hereto or its respective
Affiliates,  employees or agents) shall be commenced exclusively in the New York
Courts.   Each  party  hereto  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein (including with respect to the enforcement of the any of the
Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in  any  Proceeding,  any  claim  that  it is  not  personally  subject  to  the
jurisdiction  of any such New  York  Court,  or that  such  Proceeding  has been
commenced  in an  improper  or  inconvenient  forum.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document,  then
the prevailing  party in such Proceeding  shall be reimbursed by the other party
for its reasonable  attorneys'  fees and other costs and expenses  incurred with
the investigation, preparation and prosecution of such Proceeding.

      6.9 Survival.  The representations,  warranties,  agreements and covenants
contained herein shall survive the Closing and the delivery of the Securities.

      6.10   Execution.   This   Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

      6.11  Severability.  If any  provision  of  this  Agreement  is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      6.12  Rescission  and  Withdrawal  Right OR  REQUIREMENT.  Notwithstanding
anything  to the  contrary  contained  in  (and  without  limiting  any  similar
provisions  of) the  Transaction  Documents,  whenever any Investor  exercises a
right,  election,  demand or option under a Transaction Document and the company
does not timely  perform its  related  obligations  within the  periods  therein
provided,  then such  Investor may rescind or withdraw,  in its sole  discretion
upon written notice to the Company.


                                       25
<PAGE>

      6.13   Replacement  of  Securities.   If  any  certificate  or  instrument
evidencing any Securities is mutilated,  lost, stolen or destroyed,  the Company
shall  issue or cause to be issued in  exchange  and  substitution  for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such  replacement  Securities.  If a replacement
certificate  or  instrument  evidencing  any  Securities  is requested  due to a
mutilation  thereof,   the  Company  may  require  delivery  of  such  mutilated
certificate  or  instrument  as a  condition  precedent  to  any  issuance  of a
replacement.

      6.14  Remedies.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Investors  and the Company  will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

      6.15 Payment Set Aside.  To the extent that the Company makes a payment or
payments to any  Investor  pursuant to any  Transaction  Document or an Investor
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such  enforcement  or exercise or any part thereof are  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

      6.16  Independent  Nature  of  Investors'   Obligations  and  Rights.  The
obligations of each Investor under any Transaction  Document are several and not
joint with the  obligations  of any other  Investor,  and no  Investor  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  under any  Transaction  Document.  The  decision  of each  Investor to
purchase Securities pursuant to the Transaction  Documents has been made by such
Investor independently of any other Investor. Nothing contained herein or in any
Transaction  Document,  and no action  taken by any Investor  pursuant  thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Investors  are in any way acting in  concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Documents. Each
Investor  acknowledges  that no other  Investor  has  acted  as  agent  for such
Investor in connection with making its investment hereunder and that no Investor
will be acting as agent of such  Investor  in  connection  with  monitoring  its
investment  in the  Securities  or enforcing  its rights  under the  Transaction
Documents.  Each Investor shall be entitled to independently protect and enforce
its  rights,  including  without  limitation  the  rights  arising  out of  this
Agreement  or  out of the  other  Transaction  Documents,  and it  shall  not be
necessary  for any other  Investor  to be joined as an  additional  party in any
proceeding for such purpose. The Company acknowledges that each of the Investors
has been provided with the same Transaction Documents for the purpose of closing
a  transaction  with  multiple  Investors  and not  because it was  required  or
requested to do so by any Investor.


                                       26
<PAGE>

      6.17  Limitation  of  Liability.  Notwithstanding  anything  herein to the
contrary,  the Company acknowledges and agrees that the liability of an Investor
arising directly or indirectly,  under any Transaction Document of any and every
nature  whatsoever shall be satisfied solely out of the assets of such Investor,
and that no trustee, officer, other investment vehicle or any other Affiliate of
such  Investor or any  investor,  shareholder  or holder of shares of beneficial
interest of such a Investor  shall be personally  liable for any  liabilities of
such Investor.


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                             SIGNATURE PAGES FOLLOW]




                                       27
<PAGE>


      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.


                                    CALYPTE BIOMEDICAL CORPORATION

                                    By:
                                        -------------------------------
                                        Name:
                                        Title:


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                      SIGNATURE PAGES FOR INVESTORS FOLLOW]


                                       28
<PAGE>


      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.


                                    NAME OF INVESTOR

                                    By:
                                        -------------------------------
                                        Name:
                                        Title:

                                    Investment Amount: $________________________


                                    Tax ID No.:_________________________________


                                    ADDRESS FOR NOTICE

                                    c/o:________________________________________

                                    Street:_____________________________________

                                    City/State/Zip:_____________________________

                                    Attention:__________________________________

                                    Tel:________________________________________

                                    Fax:________________________________________




                                    DELIVERY INSTRUCTIONS

                                    (if different from above)

                                    c/o:________________________________________

                                    Street:_____________________________________

                                    City/State/Zip:_____________________________

                                    Attention:__________________________________

                                    Tel:________________________________________



                                       29

</TEXT>
</DOCUMENT>
