December 5, 2005                                                   Exhibit 10.24

Keith E. Palmer
1506 Maple Crest Drive
Castleton, NY 12033


Dear Keith,

It is our pleasure to formally continue your position of Chief Financial Officer
and  Executive  Vice  President,  Finance,  for American Bio Medica  Corporation
("ABMC"  or the  "Company"),  reporting  directly  to the ABMC  Chief  Executive
Officer.  This agreement  supersedes  all other  agreements  whether  written or
verbal  and may not be amended  except by a writing  signed by you and the Chief
Executive Officer, and approved by the Board of Directors. Your position will be
primarily located at our New York corporate  facility although  overnight travel
may be required from time to time.  You will perform all duties as are generally
associated  with the  position of Chief  Financial  Officer and  Executive  Vice
President,  Finance, as directed by the Chief Executive Officer.  Below, we have
outlined the major terms and conditions applicable to your position.

Term

Your  employment  with  ABMC  will  be for a  term  of one  year  unless  sooner
terminated  for cause,  beginning on the date set forth above and  automatically
renewed for successive one-year terms unless either side gives written notice of
intent not to renew at least 60 days prior to the end of any one-year  term.  If
AMBC terminates  your  employment for cause,  this agreement shall be terminated
and you will be entitled to no severance and no further compensation or benefits
from ABMC,  other than  payment of salary and benefits up to and  including  the
date of termination.

Compensation

Effective with the signing of this Employment  letter,  your base salary will be
$10,833 per month,  which is  equivalent  to $130,000  on an  annualized  basis.
Effective  January 1, 2006 your base salary will  increase to $11,917,  which is
equivalent  to $143,000 on an  annualized  basis.  You will be eligible for your
first performance review by the Board of Directors in January 2007.

If you so desire,  the cost of your health insurance  (including family coverage
if you so  require)  shall be borne 100% by the  Company.  Please  notify  Human
Resources if you wish to receive this benefit.

You shall receive a car allowance of $700.00 per month and reimbursement for any
approved company related expenses.

You shall  participate in the Management  Bonus Program as approved by the Board
of Directors  on January 19,  2005,  and as amended by the Board of Directors on
November 9, 2005.


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Benefits

o     20 vacation days

o     Usual corporate holidays

o     2 personal days

o     401 (k)

Severance

In the unlikely event that ABMC elects to terminate your employment for anything
other than cause, you will receive  severance pay equal to twelve (12) months of
your current base salary at the time of  separation,  with  continuation  of all
medical benefits during the twelve-month  period at ABMC's expense.  Cause shall
be defined  as (1) death,  (2)  commission  of a felony (3) acts of  dishonesty,
fraud or malfeasance  in connection  with your service on behalf of the Company,
(4) gross  dereliction of duty willful failure to carry out any lawful directive
of the Chief Executive Officer or the Board of Directors, or material violations
of Company  policies  which  continue  after Company has provided  Employee with
written  notice  thereof and a period of thirty (30) days to cure such action or
misconduct or (5)  disability of a period of more than 6 months).  The severance
payment will be made under the current pay cycle, each pay period, during the 12
months, subject to all customary withholdings.

Additionally,  you may resign your position and elect to exercise this severance
provision at your option under the following circumstances:

o     If you are  required to relocate by the Company or its Board of  Directors
      more than 50 miles from the  Company's  New York  corporate  facility as a
      condition of continued employment

o     A  substantial  change in  responsibilities  normally  assumed  by a Chief
      Financial  Officer/Executive  Vice President,  Finance at the direction of
      the Company or its Board of Directors (i.e. demotion)

o     You are asked to commit or conceal  the  commitment  of any illegal act by
      any officer or member of the board of directors of the Company

Change in Control

If there is a Change in Control (defined below) of ABMC, you may elect to resign
your  position and to receive a lump sum  severance  payment  equal to two times
your annual base salary ("CIC Payment").  If you elect to resign,  ABMC will pay
you the CIC  Payment  within  thirty  days after you make your  election,  which
election must be in writing and received by ABMC's Board of Directors within ten
days after a Change in Control.  In the event you continue  employment with ABMC
or any  successor  to ABMC  following  a Change  in  Control  or fail to make an
election within ten days after a Change in Control,  you will not be entitled to
receive the CIC Payment.

Change in Control is defined as follows:

            (i)  the   approval  by   shareholders   of  ABMC  of  a  merger  or
consolidation  of ABMC  with any  other  corporation,  other  than a  merger  or
consolidation  which would result in the voting  securities of ABMC  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than fifty percent (50%) of the total voting power  represented  by
the voting securities of ABMC or such surviving entity  outstanding  immediately
after such merger or consolidation; or


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            (ii) the approval by the  shareholders of ABMC of a plan of complete
liquidation  of ABMC or an agreement for the sale or  disposition by ABMC of all
or substantially all of ABMC's assets.


Restrictive Covenants

      Company Handbook/Compliance Certification

You are aware that it is your  responsibility to read the ABMC Employee Handbook
thoroughly  and  comply  with  the  policies  contained  in  the  Handbook.  You
understand that the policies, benefits and information contained in the Handbook
are subject to change and that  revisions to the Handbook may be made.  Any such
changes will be  communicated  through  official  written notices and you hereby
acknowledge that any such revisions may supercede,  modify or eliminate existing
policies.  Only the  Chief  Executive  Officer,  Chief  Financial  Officer  or a
majority of the Board of Directors may adopt revisions to the policies contained
in the Handbook. In no circumstance may a change to the employee handbook reduce
the salary, benefits or other conditions outlined in this employment agreement.

You agree that in addition to any covenants  included in this Employment Letter,
you will sign a Compliance Certification simultaneously with the signing of this
Employment  Letter.  If a conflicting  covenant  exists  between the  Employment
Letter  and the  Compliance  Certification  and/or  the  Company  Handbook,  the
Employment Letter shall be the ruling document.

      Non-Solicitation

During the twelve  (12)  months  immediately  following  your  termination  from
employment with ABMC for any reason, you agree that:

o     You will not,  directly or  indirectly,  solicit in any manner or capacity
      whatsoever,  including by way of  illustration,  but not limitation,  call
      upon,  mail or e-mail notices to, or make telephone calls to, any Customer
      (defined  below) or Customer  Prospect  (defined  below) of ABMC,  for the
      purpose of selling any Covered Services (defined below) or engaging in any
      business which directly or indirectly competes with ABMC.

o     You will not  solicit,  endeavor  to entice away from ABMC,  or  otherwise
      interfere  with the  relationship  of ABMC with any person who is employed
      (or, but for any violation of this agreement, would have been employed) by
      or otherwise  engaged to perform  services for ABMC,  whether for your own
      account or for the account of any other person or entity.


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o     You will not,  directly or  indirectly,  solicit in any manner or capacity
      whatsoever,  including by way of  illustration,  but not limitation,  call
      upon,  mail, or e-mail notices to, or make telephone call to, any supplier
      or  vendor of ABMC for the  purpose  of  engaging  in any  business  which
      directly or indirectly competes with ABMC.

      Confidentiality

You agree not to disclose any Confidential  Information  (defined below) and you
promise  to  take  all  reasonable   precautions  to  prevent  its  unauthorized
dissemination,  both at all times  during  your  employment  with ABMC and after
termination of your employment for any reason. You agree to limit the disclosure
of any  Confidential  Information to only those employees and agents of ABMC who
have a need to know the information  and who have similarly  agreed to keep such
information  confidential.  Upon termination of your employment or upon request,
you  will  deliver  to  ABMC  all  documents  and  electronic  files  containing
Confidential Information and any personal property owned by ABMC.

You further agree not to use any  Confidential  Information for your own benefit
or for the  benefit  of  anyone  other  than  ABMC.  You  acknowledge  that  all
Confidential Information is and remains the property of ABMC and that no license
or rights in the Confidential Information has been or is granted to you.

      "Confidential  Information" means and includes all information relating to
      marketing,  advertising,  public relations,  development,  services, trade
      secrets, trade "know-how," business plans, Customer (as defined below) and
      Customer Prospect (as defined below) lists,  distributor lists,  Customers
      and Customer Prospects  information,  distributor  information,  financial
      data, personnel data, employee compensation and benefits information,  new
      personnel  acquisition  plans,  details of  contracts,  pricing  policies,
      operational  methods,  marketing plans or strategies,  service development
      techniques or plans,  business  acquisition or investment  plans, or other
      confidential  and  proprietary  information  related  to the  business  or
      affairs of ABMC and/or its Customers or Customer Prospects.

      The term  "Customer"  means any person or entity for which ABMC  performed
      any Covered Services during the one (1) year period immediately  preceding
      the termination of your employment with ABMC for any reason whatsoever.

      "Customer  Prospect"  means any  person or entity to which ABMC made a new
      business  presentation or proposal,  whether formal or informal related to
      Covered Services during the one (1) year period immediately  preceding the
      termination of your employment with ABMC for any reason whatsoever.

      "Covered  Services"  means any  services or  products of whatever  kind or
      character offered or provided by ABMC to any person or entity.

      Enforcement

If any  provision of the  covenants in this  agreement  shall be held invalid or
unenforceable, the remainder nevertheless shall remain in full force and effect.
If any  provision is held invalid or  unenforceable  with respect to  particular
circumstances,  it  nevertheless  shall  remain in full  force and effect in all
other circumstances.


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If, in connection with any action taken by ABMC to enforce the provisions of the
covenants of this  agreement,  a court shall hold that all or any portion of the
restrictions  contained therein are unreasonable  under the  circumstances  then
existing so as to render such covenants  invalid or  unenforceable,  the parties
agree that any court of  competent  jurisdiction  may reform  such  unreasonable
restrictions to the extent necessary to make such restrictions  reasonable under
the circumstances then existing so as to render such restrictions both valid and
enforceable.

You acknowledge and agree that all of the covenants  contained in this agreement
are necessary  for the  protection of ABMC's  valuable and  legitimate  business
interests and are reasonable in scope and content.  Accordingly, you acknowledge
and agree that if you violate any of the provisions of this agreement ABMC shall
sustain irreparable harm and, therefore, in addition to the other remedies which
ABMC may have  under this  agreement  or  otherwise,  ABMC will be  entitled  to
specific performance, injunctive, and other equitable relief.

You agree to indemnify, save and hold harmless ABMC from and against any and all
claims,  damages,  losses, costs and expenses (including  reasonable  attorneys'
fees)  incurred by ABMC in any action in which a court enforces the terms of the
covenants of this agreement.

Other Employment Information

In  making  this  offer  ofcontinued   employment,   ABMC  has  relied  on  your
representations  that:  (a) you are not  currently  a party to any  contract  of
employment that might impede your ability to accept this offer or to perform the
services  completed   thereby;   and  (b)  that  you  are  not  subject  to  any
non-competition  arrangement or other restrictive  covenants that might restrict
your employment at ABMC as contemplated by this offer.

Exclusive Service

You will perform services exclusively for ABMC and you will not perform services
for any other  persons or entities  related to or  conducting  business with the
Company  for  personal  profit  during the term of this  agreement  without  the
written agreement of the Board of Directors.

Miscellaneous

This writing represents the entire agreement with respect to your employment and
any prior agreements or understandings, written or oral, are merged herein. This
agreement  shall be governed by the laws of the State of New York. ABMC will not
be deemed to have  waived any  provision  of this  agreement  except by a signed
writing. This agreement may not be amended, except by a signed writing.  Notices
given pursuant to this Agreement shall be in writing and delivered personally or
by nationally recognized overnight courier in the case of ABMC to its Kinderhook
facility to the  attention  of the Chief  Executive  Officer and in your case to
your home address as set forth in ABMC's personnel file.


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Keith, we are enthusiastic about your appointment as Chief Financial Officer and
Executive Vice President,  Finance and our expectation is that you will continue
to make a tremendous contribution to the long-term success of ABMC.

Sincerely,

/s/ Edmund Jaskiewicz
---------------------------------
Edmund Jaskiewicz
Chairman of the Board of Directors & President
By order of the American Bio Medica Corporation Board of Directors


Accepted this 28th Day of December 2005:


/s/ Keith E. Palmer
---------------------------------
Keith E. Palmer


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