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                     ASSET PURCHASE AND LICENSE AGREEMENT





      THIS ASSET PURCHASE AND LICENSE AGREEMENT (the "Agreement") is made this

15th day of November, 2005, by and among CALYPTE BIOMEDICAL CORPORATION, a

Delaware corporation ("Seller"), and MAXIM BIOMEDICAL, INC., a Delaware

corporation ("Buyer").



                              WITNESSETH:



      WHEREAS, Seller is engaged in the business of developing,  manufacturing

and selling FDA-approved in vitro diagnostic products;



      WHEREAS, Seller desires to sell its FDA-approved EIA and Western Blot HIV

diagnostic test product lines (the "Business") which includes the following

products: (i) urine EIA HIV diagnostic test product, (ii) serum/blood Western

Blot HIV diagnostic test product, and (iii) urine Western Blot HIV diagnostic

test product, all as more fully described on Exhibit A attached hereto and made

a part hereof (the "Products");



      WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell

to Buyer, certain of Seller's assets, whether tangible or intangible, which are

used or useful in the operation of the Business, all as more fully described

herein;



      WHEREAS, Buyer desires to license from Seller, and Seller desires to

license to Buyer, certain of Seller's assets, whether tangible or intangible,

which are used or useful in the operation of the Business, all as more fully

described herein;



      NOW, THEREFORE, in consideration of the mutual promises set forth herein,

the parties hereby agree as follows:



Section 1

                                    ASSETS



      1.1 Purchased Assets. At the Closing (as hereinafter defined), Seller

shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall

purchase from Seller, the following assets, properties, and rights of Seller,

tangible or intangible, which are used or useful in the operation of the

Business, including any and all goodwill connected therewith (collectively, the

"Purchased Assets"), which consist of the following:



            1.1.1 All machinery, equipment, tools, furniture, fixtures, office

materials and supplies, computer hardware, telecommunication devices, and other

items of tangible personal property owned by Seller and/or used in the operation

of the Business, which consist of the items described on Schedule 1.1.1 attached

hereto;



            1.1.2 All inventory and supplies for work-in-process related to the

Business, which shall include completed and incomplete customer orders as of the

Closing Date (as hereinafter defined), which consist of the items described on

Schedule 1.1.2 attached hereto;





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            1.1.3 All rights of Seller under express or implied warranties with

respect to any of the Purchased Assets described in Sections 1.1 and 1.2 hereof,

to the extent such warranties are transferable;



            1.1.4 Those bids, contracts, subcontracts, licenses and sublicenses

(including without limitation, licenses and sublicenses pertaining to

"Intellectual Property," as defined in Section 8.4), leases, understandings and

other agreements related to the Business (collectively, the "Contracts")

described on Schedule 1.1.4 attached hereto;



            1.1.5 All customer deposits, prepaid expenses and other prepaid

assets, and all customer accounts receivable related to the Business

(collectively, the "Prepaid Assets") described on Schedule 1.1.5 attached

hereto;



            1.1.6 All permits, certificates, licenses, approvals, consents and

other authorizations applied for, issued to, or owned by Seller and related to

the Business described on Schedule 1.1.6 attached hereto;



            1.1.7 The patents and patent applications described on Schedule

1.1.7 attached hereto (whether registered or to be registered in the United

States of America or elsewhere, and whether applied for, issued to, or owned by

or licensed by or to Seller), and all customer lists specifically related to the

Business that are owned by Seller and which Seller uses in the Business;



            1.1.8 All business records which pertain directly or indirectly to

the customers, suppliers, advertising, promotional materials, sales, service,

delivery or operations of the Business; and



            1.1.9 All of Seller's right, title, and interest in and to the

telephone and facsimile numbers used in the operation of the Business and all

related listings appearing in any telephone books or directories set forth on

Schedule 1.1.9 attached hereto.



      1.2 Licensed Assets. At the Closing, Seller shall grant, and Buyer hereby

accepts, the following licenses to use the following assets and rights of Seller

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