EXHIBIT
4.12

    


    FORM OF
SERIES A DEBENTURE

     

    THESE
SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE " ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.

    


    
      
        
          	 	
                  No.        2008
      A -_________________

                	
                  US
      $_________________

                	 


        

      

    

    


    AMERICAN
BIO MEDICA CORPORATION

     

    10%
CONVERTIBLE DEBENTURE DUE JULY 1, 2012

     

    THIS
DEBENTURE is one of a duly authorized issue up to $1,500,000 in Series A and
Series B Debentures of AMERICAN BIO MEDICA CORPORATION, a corporation duly
organized and existing under the laws of the State of New York (the "Company")
designated as its 10% Convertible Debentures, Series A, due July 1,
2012.  Capitalized terms used herein shall have the same meanings as
are ascribed to such terms in the Securities Purchase Agreement dated as of July
___, 2008 by and between the registered holder hereof (the "Holder"), unless
otherwise defined herein.

     

    FOR VALUE
RECEIVED, the Company promises to pay to ________________, the Holder, the
principal sum of (US
$            )
Dollars on July 1, 2012 (the "Maturity Date") and to pay interest, in arrears on
the principal sum outstanding from time to time in arrears, on a semi annual
basis on July 1 and January 1 of each year with the first payment to be made on
January 1, 2009, at the rate of 10% per annum accruing from the date of initial
issuance. Accrual of interest shall commence on the date hereof until payment in
full of the principal sum has been made or duly provided for. Subject to the
provisions of paragraph 4 below, the principal of, and interest on, this
Debenture are payable in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts, at the address last appearing on the Debenture Register of the Company as
designated in writing by the Holder from time to time. The Company will pay the
principal of and interest upon this Debenture on the Maturity Date, less any
amounts required by law to be deducted, to the registered holder of this
Debenture as of the tenth day prior to the Maturity Date and addressed to such
holder at the last address appearing on the Debenture Register. The forwarding
of such check shall constitute a payment of principal and interest hereunder and
shall satisfy and discharge the liability for principal and interest on this
Debenture to the extent of the sum represented by such check plus any amounts so
deducted.

     

    This
Debenture is subject to the following additional provisions:

     

    1.           The
Debentures are issuable in denominations of Ten Thousand Dollars (US$10,000) and
of $500 in excess of $10,000. The Debentures are exchangeable for an equal
aggregate principal amount of Debentures of different authorized denominations,
as requested by the Holders surrendering the same. No service charge will be
made for such registration or transfer or exchange.

     

    2.           The
Company shall be entitled to withhold from all payments of principal of, and
interest on, this Debenture any amounts required to be withheld under the
applicable provisions of the United States income tax laws or other applicable
laws at the time of such payments, and Holder shall execute and deliver all
required documentation in connection therewith.

     

    3.           This
Debenture has been issued subject to investment representations of the original
purchaser hereof and may be transferred or exchanged only in compliance with the
Act, and other applicable state and foreign securities laws. In the event of any
proposed transfer of this Debenture, the Company may require, prior to issuance
of a new Debenture in the name of such other person, that it receive reasonable
transfer documentation including opinions that the issuance of the Debenture in
such other name does not and will not cause a violation of the Act or any
applicable state or foreign securities laws. Prior to due presentment for
transfer of this Debenture, the Company and any agent of the Company may treat
the person in whose name this Debenture is duly registered on the Company's
Debenture Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Debenture be
overdue, and neither the Company nor any such agent shall be affected by notice
to the contrary.


    
      
         


      

      
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    4.           Subordination.

     

    a.           The
payment of principal of and interest on this Debenture shall be subordinate and
junior in right of payment, to the extent and in the manner hereinafter set
forth, to all Senior Obligations (as hereinafter defined).

     

    b.           If,
and to the extent that, after giving pro forma effect to a scheduled payment of
principal of, or interest on, this Debenture, the Company, in good faith, shall
conclude that the making of such payment would cause an Event of Default (as
defined in any agreement or instrument creating, evidencing, or modifying the
terms of, any Senior Obligation) to occur, then, and in such event, the Company
shall have the right to defer such payment (but only to the extent that it would
cause such an Event of Default) until (but not later than) such time as the same
might be made without causing any such Event of Default to
occur.  After making any such conclusion, the Company will promptly
transmit, to the registered Holder of this Debenture, a notification thereof,
which notification shall set forth, in summary form, the computation upon which
such conclusion was based.

     

    c.           In
the event of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings in connection therewith
relative to the Company or to its property, or in the event of any proceedings
for voluntary liquidation, dissolution or other winding up of the Company,
whether or not involving insolvency or bankruptcy, then the holders of Senior
Obligations shall be entitled to receive payment in full of the Senior
Obligations before the holder of this Debenture is entitled to receive any
payment on account of principal of or interest on this Debenture.  To
that end (but subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred by these provisions
upon the holder of this Debenture and the holders of Senior Obligations by a
lawful plan of reorganization under applicable bankruptcy law), each holder of
Senior Obligations shall be entitled to receive, to the extent necessary to make
payment in full of such Senior Obligations, for application in payment thereof,
any payment or distribution of any kind or character whether in cash or property
or securities, which may be payable or deliverable in any such proceedings in
respect of this Debenture.

     

    d.           In
the event the Company shall default in the payment of the principal of or
premium, if any, or interest on any Senior Obligation when the same shall become
due and payable, whether at stated maturity or at a date fixed for prepayment or
by declaration, demand or automatic acceleration or otherwise (under
circumstances when the provisions of the foregoing Paragraph (b) shall not be
applicable), then, unless and until such default shall have been cured or waived
or shall have ceased to exist, the holders of the Senior Obligations shall be
entitled to receive payment in full of the Senior Obligations before the holder
of this Debenture is entitled to receive any payment on account of principal of
or interest on this Debenture.

     

    e.           The
foregoing provisions as to subordination are solely for the purpose of defining
the relative rights of the holders of Senior Obligations on the one hand, and
the holder of this Debenture on the other hand, and none of such provisions
shall impair, as between any holder of this Debenture and the Company, the
obligation of the Company to pay to such holder the principal hereof and
interest hereon in accordance with the terms hereof, nor shall any such
provisions prevent any holder of this Debenture upon default hereunder from
exercising, subject to the rights of the holders of Senior Obligations to
receive the cash, property or securities otherwise payable or deliverable to the
holder of this Debenture, any of its rights or remedies with respect to the
enforcement of this Debenture.


    
      
         


      

      
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    f.           "Senior
Obligations" shall mean the principal of, premium, if any, and unpaid interest
on:  (i) any obligation for borrowed money due from the Company to
First Niagara Financial Group (the “Senior Lender”), whether now outstanding or
hereafter incurred or assumed;  (ii) any guaranty or other contingent
obligation incurred by the Company in favor of the Senior Lender whether now
outstanding or hereafter incurred or assumed;
and  (iii)  all modifications, deferrals, renewals,
extensions and refundings of any of the items described in the foregoing Clauses
(i) and (ii).  Provided, however, that the following shall not
constitute Senior Obligations:  (1)  any obligation as to
which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is expressly provided that such obligation is
subordinate in right of payment to all other indebtedness of the
Company;  (2)  any obligation which by its terms refers
explicitly to this Debenture and states that such obligation shall not be senior
in right of payment thereto; and (3) any obligation of the Company which, in
accordance with the provisions of this Paragraph 4(f) (except for this Clause
(3)), would constitute a Senior Obligation, if, and to the extent that, after
giving effect to the incurrence by the Company of such obligation, the aggregate
amount of all outstanding Senior Obligations would exceed the sum of
$2,500,000.

     

    5.           Subject
to the terms and conditions of this Debenture, the Holder of this Debenture
shall have a right of conversion, at any time commencing the earlier of (a) one
hundred twenty (120) days after the date of this Debenture, or (b) the effective
date of the Registration Statement filed pursuant to the Registration Rights
Agreement between the Company and the Holder, or the Holder's predecessor in
interest, of the principal amount of this Debenture into Shares of Common Stock
of the Company, at a conversion rate of 666.67 shares per $500 in principal
amount of this Debenture (representing an approximate conversion price of
approximately $0.75 per share), unless the closing price of Common Stock exceeds
$0.75 on the date of Closing Date of the Series A offering, in which case the
conversion rate per $500 in principal amount of this Debenture will be an amount
equal to $500 divided by one hundred twenty five (125%) percent of such price.
Conversion shall be effectuated by surrendering the Debentures to be converted
to the Company with the form of Notice of Conversion notice attached hereto as
Exhibit A, executed by the Holder of the Debenture evidencing such Holder's
intention to convert this Debenture or a specified portion (as above provided)
hereof, and accompanied, if required by the Company, by proper assignment hereof
in blank. Interest (and penalties) accrued or accruing from the date of issuance
to the date of conversion shall, at the option of the Company, be paid in cash.
No fraction of Shares or scrip representing fractions of Shares will be issued
on conversion, but the number of Shares issuable shall be rounded up to the
nearest whole share. The date on which a Notice of Conversion is given (the
"Conversion Date") shall be deemed to be the date on which the Holder has
delivered this Debenture, with the Notice of Conversion duly executed, to the
Company or, the date set forth in such facsimile or electronic delivery of the
Notice of Conversion if the Debenture is received by the Company within three
(3) business days therefrom. Facsimile delivery of the Notice of Conversion
shall be accepted by the Company at facsimile number (518-758-8171); ATTN:
Corporate Secretary). Common Stock upon conversion will be delivered in
certificate form via messenger or overnight delivery or via the DWAC system
within five (5) business days from the date the Notice of Conversion with the
original Debenture is delivered to the Company.

     

    6.           a.           The
Company shall have the right to redeem any Debentures which have not theretofore
been surrendered for conversion at a price (the “Redemption Price”) equal to the
face value thereof plus $0.05 per underlying common share, or $525 per $500 in
principal amount of the Debentures, which right shall be exercised by delivering
a notice (a “Notice of Redemption”) to the Holder, at any time within ninety
(90) days after the occurrence of a “Triggering Event”.  A "Triggering
Event" shall be deemed to have occurred on any date when the closing price of
the Common Stock on any exchange where the Common Stock is traded has equaled or
exceeded $2.00 per share for a period of twenty (20) consecutive trading
days.

     

      b.           Within
sixty (60) days after the date of the Notice of Redemption, the Holder shall
either (i) surrender its Debentures against receipt of the Redemption Price in
immediate funds, or (ii) exercise its right of conversion by delivering a Notice
of Conversion with the original Debenture to the Company as provided in Section
5.


    
      
         


      

      
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    c.           The
Redemption Price shall be paid to the Holder within ten (10) days from the date
of surrender of its Debentures for redemption. . In the event such payment is
not timely made, the Notice of Redemption shall be null and void.

     

    7.           No
provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and interest on,
this Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed. This Debenture and all other Debentures now or hereafter issued of
similar terms are direct obligations of the Company.

     

    8.           No
recourse shall be had for the payment of the principal of, or the interest on,
this Debenture, or for any claim based hereon, or otherwise in respect hereof,
against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

     

    9.           If
the Company merges or consolidates with another corporation or sells or
transfers all or substantially all of its assets to another person and the
holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidation, sale or transfer, the Company and any such
successor, purchaser or transferee hereby agree that this Debenture may
thereafter be converted, in the manner, and at the conversion price set forth
above, into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted immediately
before such merger, consolidation, sale or transfer, subject to adjustments
which shall be as nearly equivalent as may be practicable. In the event of any
proposed merger, consolidation or sale or transfer of all or substantially all
of the assets of the Company (a "Sale"), the Holder hereof shall have the right
to convert by delivering a Notice of Conversion to the Company within fifteen
(15) days of receipt of notice of such Sale from the Company. In the event the
Holder hereof shall elect not to convert, the Company may prepay all outstanding
principal and accrued interest on this Debenture, less all amounts required by
law to be deducted, upon which tender of payment following such notice, the
right of conversion shall terminate.

     

    10.         The
Holder of the Debenture, by acceptance hereof, agrees that this Debenture is
being acquired for investment and that such Holder will not offer, sell or
otherwise dispose of this Debenture or the Shares issuable upon conversion
thereof except under circumstances which will not result in a violation of the
Act or any applicable state or federal laws or similar laws relating to the sale
of securities.

     

    11.         This
Debenture shall be governed by and construed in accordance with the laws of the
State of New York. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the City of Albany or the
state courts of the State of New York sitting in the City of Albany in
connection with any dispute arising under this Agreement and hereby waives, to
the maximum extent permitted by law, any objection, including any objection
based on forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.

     

    12.         The
following shall constitute an "Event of Default":

     

    a.           The
Company shall default in the payment of principal upon the Maturity Date;
or

     

    b.           The
Company shall default in the payment of interest on this Debenture and such
default shall remain unremedied for twenty (20) days after the due date of such
payment of interest; or

     

    c.           Any
of the representations or warranties made by the Company herein, in the
Securities Purchase Agreement, or in any certificate or financial or other
written statements furnished by the Company in connection with the execution and
delivery of this Debenture or the Securities Purchase Agreement shall be false
or misleading in any material respect at the time made; or


    
      
         


      

      
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    d.           The
Company fails to issue shares of Common Stock to the Holder or to cause its
Transfer Agent to issue shares of Common Stock upon exercise by the Holder of
the conversion rights of the Holder in accordance with the terms of this
Debenture, fails to transfer or to cause its Transfer Agent to transfer any
certificate for shares of Common Stock issued to the Holder upon conversion of
this Debenture and when required by this Debenture or the Registration Rights
Agreement, or fails to remove any restrictive legend or to cause its Transfer
Agent to transfer on any certificate or any shares of Common Stock issued to the
Holder upon conversion of this Debenture as and when required by this Debenture,
the Securities Purchase Agreement or the Registration Rights Agreement and any
such failure shall continue uncured for three (3) business day after the Company
has been notified of such failure in writing by Holder; or

     

    e.           The
Company shall fail to perform or observe, in material respect, any other
covenant, term, provision, condition, agreement or obligation of the Company
under this Debenture and such failure shall continue uncured for a period of
thirty (30) days after written notice from the Holder of such failure;
or

     

    f.           The
Company shall (1) admit in writing its inability to pay its debts generally as
they mature; (2) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; or (3) apply for or consent to the appointment
of a trustee, liquidator or receiver for its or for a substantial part of its
property or business; or

     

    g.           A
trustee, liquidator or receiver shall be appointed for the Company or for a
substantial part of its property or business without its consent and shall not
be discharged within sixty (60) days after such appointment; or

     

    h.           Any
governmental agency or any court of competent jurisdiction at the instance of
any governmental agency shall assume custody or control of the whole or any
substantial portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or

     

    i.           Any
money judgment, writ or warrant of attachment, or similar process in excess of
Five Hundred Thousand Dollars  ($500,000) in the aggregate shall be
entered or filed against the Company or any of its properties or other assets
and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty
(60) days or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or

     

    j.           Bankruptcy,
reorganization, insolvency or liquidation proceedings or other proceedings for
relief under any bankruptcy law or any law for the relief of debtor shall be
instituted by or against the Company and, if instituted against the Company,
shall not be dismissed within sixty (60) days after such institution or the
Company shall by any action or answer approve of, consent to, or acquiesce in
any such proceedings or admit the material allegations of, or default in
answering a petition filed in any such proceeding.

     

    Then, or
at any time thereafter, and in each and every such case, unless such Event of
Default shall have been waived in writing by the Holder (which waiver shall not
be deemed to be a waiver of any subsequent default) at the option of the Holder
and in the Holder's sole discretion, the Holder may consider this Debenture
immediately due and payable, without presentment, demand, protest or notice of
any kinds, all of which are hereby expressly waived, anything herein or in any
note or other instruments contained to the contrary notwithstanding, and the
Holder may immediately enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law.  Upon
the occurrence of an Event of Default, the rate of interest on this Debenture
will be increased to the lesser of: (i) twenty percent (20%) per annum, or (ii)
the highest interest rate allowable by applicable law.


    
      
         


      

      
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    13.         Nothing
contained in this Debenture shall be construed as conferring upon the Holder the
right to vote or to receive dividends or to consent or receive notice as a
shareholder in respect of any meeting of shareholders or any rights whatsoever
as a shareholder of the Company, unless and to the extent converted in
accordance with the terms hereof.

     

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed by
an officer thereunto duly authorized.

     

    Dated:
________ __, 2008

     

    AMERICAN
BIO MEDICA CORPORATION

     

    
      
        
          
            
              
                	
                        By:

                      	 
      	 
	 
      	 
	 
      	 
	
                        (Print Name)

                      	 
	 
      	 
	
                        (Title)

                      	 


              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

    NOTICE OF
CONVERSION

     

    (To be
Executed by the Holder in order to Convert the Debenture)

     

    The
undersigned hereby irrevocably elects to convert $ _______________ of the
principal amount of Debenture No. 2008A-_____ into shares of Common Stock of
AMERICAN BIO MEDICA CORPORATION (the "Company") according to the conditions
hereof, as of the date written below. In converting the Debenture No.
2008A-_______, the undersigned hereby confirms and acknowledges that the shares
of Common Stock are being acquired solely for the account of the undersigned and
not a nominee for any other party, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended.

     

    
      
        
          	
                  Date
      of Conversion* 
___________________________________

                
	 
      
	
                  Applicable
      Conversion Price  _____________________________

                
	 
      
	
                  Signature: 
      ___________________________________________

                
	 
      
	
                  Printed
      Name:  ________________________________________

                
	 
      
	
                  Address: 
      ____________________________________________

                
	 
	            _______________________________________________


        

      

    

     

    * This
original Debenture and Notice of Conversion must be received by the Company by
the third business date following the Date of Conversion.


    
      
         


      

      
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