RESIGNATION AND MUTUAL RELEASE

1.

The undersigned, [__________] (the “ Director ”), hereby tenders his resignation as a director of Calypte Biomedical Corporation (the “ Corporation ”), such resignation to be effective immediately.

2.

For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Director hereby releases and forever discharges the Corporation of and from all manner of actions, causes of actions, suits, debts, duties, monies, accounts, bonds, covenants, contracts, liens, claims and demands whatsoever which the Director now has, ever had or hereafter can, shall or may have or assert against the Corporation, except as expressly set forth in Clause 6 below, arising out of or in connection with any event occurring on or before the date hereof .

3.

For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Corporation, on behalf of itself and (to the maximum extent allowed by applicable law) all persons eligible to act on the Corporation’s behalf, hereby releases and forever discharges the Director of and from all manner of actions, causes of actions, suits, debts, duties, monies, accounts, bonds, covenants, contracts, liens, claims and demands whatsoever which the Corporation, or any person acting on the Corporation’s behalf, now has, ever had or hereafter can, shall or may have or assert against the Director, except as expressly set forth in Clause 6 below, arising out of or in connection with any event occurring on or before the date hereof.

4.

The Corporation will not take any action to terminate or decrease any indemnification rights provided to the Director under the Corporation’s certificate of incorporation or bylaws, or pursuant to the Indemnification Agreement by and between the Corporation and the Director dated [__________] .

5.

The Corporation agrees either to (i) renew, on an annual basis, the Corporation’s current Executive and Organization Liability Insurance Policy with Illinois National Insurance Company (“Current Insurance Coverage”) or with any insurance agency with a financial strength rating of at least an A by A.M. Best Company at such time, so as to provide the Director with at least $5 million in insurance coverage, without otherwise reducing the scope of the Current Insurance Coverage, through September 9, 2015; provided, that, in the event the Corporation effects a “going private” transaction, the Corporation may purchase tail coverage for at least $5 million for a period of 5 years after the closing of such transaction; or (ii) amend the Current Insurance Coverage by endorsement with Illinois National Insurance Company or with any insurance agency with a financial strength rating of at least an A by A.M. Best Company at such time, so as to provide the Director with at least $5 million in insurance coverage, without otherwise reducing the scope of the Current Insurance Coverage, through September 9, 2015 with respect to any Wrongful Act (as such term is defined in the Current Insurance Coverage) occurring on or prior to the date hereof.

6.

Notwithstanding any other provision