EXHIBIT
4.9

    


    FORM OF
DEBENTURE PLACEMENT AGREEMENT

     

    July
7, 2008

     

    American
Bio Medica Corporation

    122 Smith
Road

    Kinderhook,
New York 12106

    Attention:  Chief
Executive Officer

     

    Re:           Placement of Subordinated
Convertible Debentures

     

    Dear
Ladies and Gentlemen:

     

    Cantone Research, Inc. (the "Placement
Agent") offers to enter into this Series A Debenture Placement Agreement (this
"Series A Debenture Placement Agreement") with American Bio Medica Corporation,
a New York corporation ("the Company"), which, upon acceptance of this offer by
the Company, will be binding upon the Company and the Placement
Agent.  This offer is made subject to written acceptance hereof by the
Company at or before 6:00 P.M., Eastern Time, on the date hereof, unless
extended by agreement by the parties.

     

    BACKGROUND AND
INTRODUCTION

     

    The Company proposes to issue certain
subordinated convertible debentures (the "Series A Debentures").  The
Series A Debentures, and the terms and conditions relevant thereto, shall be as
more fully described and set forth in Exhibit A, attached hereto and made a part
hereof, or with such changes thereto as shall be agreed upon by the Placement
Agent and the Company.  The Company may also wish to issue, within six
months of the date hereof, a second series of subordinated convertible
debentures (the "Series B Debentures").  Except as otherwise
specifically stated herein, this Series A Debenture Placement Agreement relates
only to the Series A Debentures.  The Company and the Placement Agent
agree that, if the Company should elect to issue the Series B Debentures, the
Placement Agent will act as placement agent in respect thereof, and the Company
and the Placement Agent will, with respect to such issuance and placement, enter
into a Series B Debenture Placement Agreement, which shall be substantially in
the form of this Series A Debenture Agreement.  Provided, however,
that the due diligence fee referred to in Paragraph 9(b) hereof shall constitute
payment of the Placement Agent's due diligence expenses for both of the Series A
Debentures and the Series B Debentures, and no additional due diligence fee
shall be payable with respect to the Series B Debentures.

     

    SECTION
1. PLACEMENT OF THE
SERIES A DEBENTURES

     

    Based upon the terms and conditions and
upon the representations herein set forth, the Placement Agent hereby agrees to
place, as placement agent for the Company, on a best-efforts basis, not less
than $250,000 nor more than $750,000 in principal amount of the Series A
Debentures.  The Company reserves the right to terminate the offering
of the Series A Debentures at any time after the Closing Date (as hereafter
defined) (the "Company's Limitation Right").  The offering of the
Series A Debentures shall commence on the date hereof and shall be complete when
the first of the following shall have occurred: (a) the Placement Agent shall
have notified the Company in writing that (i) it has placed (and to the best of
its knowledge, the Company has accepted the placement of) $750,000 in principal
amount of Series A Debentures, or (ii) after having used its best efforts, it
has placed all of the Series A Debentures that it is able to place with
investors willing to purchase the same; or (b) the Company shall have notified
the Placement Agent in writing that it is exercising the Company's Limitation
Right.  The date of such completion is herein called the "Series A
Completion Date".


    
      
         


      

      
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    SECTION
2. DELIVERY OF THE
SERIES A DEBENTURES, ETC., AND CLOSING

     

     (a)  Delivery of the Series A
Debentures.  At 10:00 a.m. (Eastern Time), or at such other
time, and on such date, as to which the Company and the Placement Agent shall
mutually agree (the "Closing Date"), the Company will duly execute and deliver
to the Placement Agent, at its offices in Tinton Falls, New Jersey, or such
other place as to which the Company and the Placement Agent may mutually agree,
the Series A Debentures, which shall be substantially in the form of Annex I to
the form of Securities Purchase Agreement which is attached hereto and made a
part hereof as Exhibit B, in such authorized denominations, and registered in
such names, as the Placement Agent may request at least two (2) business days
prior to the Closing Date, and duly executed by the Company.

     

    (b)  Delivery of Related
Documents.  Contemporaneously with the delivery of the Series A
Debentures, in accordance with the provisions of Paragraph 2(a), the Company
shall duly execute and deliver to the Placement Agent, at its offices as
aforesaid, the Securities Purchase Agreement, in the form of Exhibit B hereto,
and the Registration Rights Agreement, in the form of Annex II to the Securities
Purchase Agreement, that relate to such Series A Debentures.

     

    (c)  Closing
Date.  The Closing Date shall be that date designated by the
Placement Agent for the delivery by the Company to the Placement Agent of the
executed Series A Debentures and the Private Placement Memoranda referred to in
Section 3 hereof.  The Closing Date shall not be more than fourteen
(14) days after the date hereof.

     

    SECTION
3. PRIVATE PLACEMENT
MEMORANDUM   The Company shall duly execute and deliver to
the Placement Agent, promptly after the acceptance by the Company of this Series
A Debenture Placement Agreement, such number of copies of the Private Placement
Memorandum, dated July 3, 2008, and substantially in the form of Exhibit C,
attached hereto and made a part hereof, as the Placement Agent shall have
reasonably requested.  The Company agrees to notify the Placement
Agent of any material changes that become known to the Company prior to the
Closing Date, that relate to the Company and might affect the accuracy and
completeness of the Private Placement Memorandum.

     

    By its acceptance of this Series A
Debenture Placement Agreement, the Company authorizes the use, in connection
with the sale of the Series A Debentures, of copies of the documents referred to
in Paragraphs 2(a) and 2(b), the Private Placement Memorandum, and all other
documents referred to or defined in this Series A Debenture Placement Agreement
or in the Private Placement Memorandum that relate to the Series A Debentures or
the placement thereof (collectively, the "Transaction Documents").

     

    The Company hereby deems the Private
Placement Memorandum final.

     

    SECTION
4. REPRESENTATIONS AND
AGREEMENTS OF THE PLACEMENT AGENT

     

    The Placement Agent represents to and
agrees with the Company that, as of the date hereof and the Closing
Date:

     

    (a)   The Placement
Agent is a corporation duly organized, validly existing and in good standing
under the laws of the State of New Jersey, having all requisite corporate power
and authority to carry on its business as now constituted.

     

    (b)  The documents relating
to the placement of the Series A Debentures have been reviewed by the Placement
Agent and contain terms acceptable to, and agreed to by, the Placement
Agent.

     

    
      
         


      

      
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    (c)  The Placement Agent has
the requisite authority to enter into this Series A Debenture Placement
Agreement.  This Series A Debenture Placement Agreement has been duly
executed and delivered by the Placement Agent and, assuming the due
authorization, execution and delivery by the other parties hereto, is the
binding and valid obligation of the Placement Agent, enforceable in accordance
with its terms, except that the enforceability hereof may be limited by
applicable bankruptcy, insolvency, moratorium or other similar laws or equitable
principles affecting creditors' rights or remedies generally.

     

    (d)  The Placement Agent will
offer the Series A Debentures only pursuant to the Private Placement Memorandum
and will not make any statements in connection with the offering and placement
of the Series A Debentures that are inconsistent with the information contained
in the Private Placement Memorandum.

     

    (e)  The Placement Agent will
place the Series A Debentures only with "accredited investors" as that term is
defined in Rule 501(a) of Regulation D, issued under the Securities Act of 1933
("Accredited Investors").  The Placement Agent will place the Series A
Debentures only in states in which the Company has advised the Placement Agent
that the Company has made all filings and has paid all fees required by the
securities laws of such states for such placement.

     

    (f)  The Placement Agent will
review the Private Placement Memorandum and make such investigation as may be
appropriate in order to have a reasonable basis for concluding that the Private
Placement Memorandum does not contain any untrue statement of a material fact
and does not omit any material fact necessary in order to make the statements
therein, in light of the circumstances in which they were made, not
misleading.

     

    SECTION
5. REPRESENTATIONS AND
AGREEMENTS OF THE COMPANY

     

    The Company represents to and agrees
with the Placement Agent that, as of the date hereof and the Closing
Date:

     

    (a)  Existence.  The
Company is a corporation, duly formed and validly existing in good standing
under the laws of the State of New York.

     

    (b)  Authority.  The
Company has the requisite power and authority to execute and deliver this Series
A Debenture Placement Agreement and the other Transaction Documents, and to
enter into and consummate all other transactions contemplated on the Company's
part by this Series A Debenture Placement Agreement and the other Transaction
Documents.

     

    (c) Due Execution and
Delivery.  This Series A Debenture Placement Agreement has been
duly executed and delivered by the Company and, when executed and delivered by
the Placement Agent, will be a legal, valid and binding agreement of the
Company, enforceable in accordance with its terms, subject as to enforcement of
remedies to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws in effect from time to time affecting the rights of creditors
generally and to the availability of equitable relief and applicable securities
laws.  The other Transactions Documents, when executed and delivered
by the Company (and, if applicable by the other parties thereto), will be legal,
valid and binding agreements of the Company, enforceable in accordance with
their respective terms, subject as to enforcement of remedies to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws in effect
from time to time affecting the rights of creditors generally and to the
availability of equitable relief and applicable securities laws.

     

    
      
         


      

      
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    (d)  No
Conflicts.  The acceptance, execution and delivery of this
Series A Debenture Placement Agreement and the compliance with the provisions
hereof and the other Transaction Documents do not and will not violate or
conflict with any other resolution adopted by the Company and, to the knowledge
of the Company, do not and will not conflict with or violate, or result in or
constitute a breach of or default under, any indenture, mortgage, deed of trust,
guaranty, lease, agreement or other instrument to which the Company is a party
or by which the Company or any of its property is bound, which would have a
materially adverse effect on the transactions contemplated by this Series A
Debenture Placement Agreement or the other Transaction Documents, or, to the
knowledge of the Company, conflict with or violate any provision of any law,
administrative rule or regulation, or any judgment, order or decree to which the
Company or any of its property is subject.

     

    (e)  Litigation.  There
is no claim, action, temporary restraining order, injunction, suit, proceedings,
inquiry or investigation, at law or in equity, before or by any judicial or
administrative court, governmental agency, public board or body, pending or, to
the best of the Company's knowledge, threatened against or affecting, or
involving the Company or its properties or businesses, or any securities of, the
Company nor, to the best of the Company's knowledge, is there any basis
therefor, (i) contesting the existence, status or powers of the Company, or (ii)
seeking to prohibit, restrain or enjoin the sale of the Series A Debentures or
the use of the Private Placement Memorandum, or (iii) challenging the validity
or enforceability of any of the Transaction Documents or contesting the power
and authority of the Company to execute and deliver or to consummate the
transactions contemplated on the Company's part by the Transaction Documents, or
(iv) wherein an unfavorable decision, ruling or finding would adversely affect
the financial condition or the operation of the Company or the transactions
contemplated on the Company's part by this Series A Debenture Placement
Agreement or the Private Placement Memorandum.

     

    (f) Exemption of the Series A
Debentures from Registration.  The Company will furnish such
information, execute and file such instruments, and take all such other action
(all at its sole cost), as may be necessary or desirable to ensure that
(provided only that the Placement Agent complies with its obligations under
Paragraphs 4(d) and (e) hereof) the Transaction Documents and the placement of
the Series A Debentures are and will continue to be exempt from registration
under the securities laws of the United States and the states in which the
Placement Agent shall place the Series A Debentures, including rules and
regulations promulgated under any thereof.

     

    (g)  Governmental
Filings.  The Company has made all filings with, and has
obtained all approvals and consents from, all federal, state and local
regulatory agencies having jurisdiction to the extent, if any, required by any
provision of law or regulation applicable to the Company to be made or to be
obtained in connection with the execution and delivery of the Transaction
Documents, the performance of the Company's obligations hereunder, or the
placement of the Series A Debentures, and the consummation of the transactions
contemplated on the Company's part hereby.

     

    (h)  Governmental
Approvals.  No approval, permit, consent, authorization or
order of any court or any governmental or public agency, authority or person not
already obtained or effected, is required with respect to the Company in
connection with the performance by the Company of its obligations under the
Transaction Documents, or the placement of the Series A Debentures.

     

    (i)  Certificates
and Representations.  Any certificate signed by an authorized
representative of the Company delivered to the Placement Agent at the Closing
shall be deemed a representation and warranty by the Company to such parties as
to the statements made therein.  The Company covenants that between
the date hereof and the Closing it will not take any action that will cause the
representations and warranties made herein to be untrue as of the
Closing.

     

    
      
         


      

      
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    SECTION
6. INDEMNIFICATION

     

    (a)  Scope of Indemnification by
the Company.  The Company hereby agrees to indemnify, protect,
defend and hold harmless the Placement Agent, each director, officer and
employee thereof, and each person, if any, who controls the Placement Agent
within the meaning of Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended (any such person
being herein sometimes called an "Indemnified Party"), against all losses,
claims, damages, liabilities or expenses, whether joint or several, to which any
such Indemnified Party may become subject, under any statute or regulation at
law or in equity or otherwise insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based upon any (a) breach of any warranty, representation or agreement of the
Company set forth in this Series A Debenture Placement Agreement, or (b) untrue
statement or alleged untrue statement of a material fact set forth in the
Private Placement Memorandum, or any amendment or supplement thereof, or arise
out of or are based upon (i) the omission or alleged omission to state therein a
material fact required to be stated therein or which is necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading in any material respect, and will reimburse any legal or other
expenses reasonably incurred by any such Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability or
action.  Provided, however, that such indemnity shall not extend to
any Indemnified Party if the loss, claim, damage or liability is caused by the
gross negligence or misconduct of the Indemnified Party.  This
indemnity agreement shall not be construed as a limitation on any other
liability that the Company may otherwise have to any Indemnified Party, provided
that in no event shall the Company be obligated for double
indemnification.

     

    (b)  Procedure.  An
Indemnified Party shall, promptly after the receipt of notice of the
commencement of any action against such Indemnified Party, in respect of which
indemnification may be sought against the Company, notify the Company in writing
of the commencement thereof.  Failure of the Indemnified Party to give
such notice will reduce the liability of the Company by the amount of damages
attributable to the failure of the Indemnified Party to give such notice to the
Company, but the omission to notify the Company of any such action shall not
relieve the Company from any liability that it may have to such Indemnified
Party otherwise than under this section.  In case any such action
shall be brought against an Indemnified Party and such Indemnified Party shall
notify the Company of the commencement thereof, the Company may, or if so
requested by such Indemnified Party shall, participate therein or assume the
defense thereof, with counsel satisfactory to such Indemnified Party (it being
understood that, except as hereinafter provided, the Company shall not be liable
for the expenses of more than one separate counsel representing the Indemnified
Parties in such action), and after notice from the Company to such Indemnified
Party of an election so to assume the defense thereof, the Company will not be
liable to such Indemnified Party under this Section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that unless and until the Company assume the defense of any such action at the
request of such Indemnified Party, the Indemnified Party shall have the right to
participate at its own expense in the defense of any such action.  If
the Company shall not have employed counsel to take charge of the defense of any
such action, or if an Indemnified Party shall have reasonably concluded that
there may be defenses available to it or other Indemnified Parties that are
different from or additional to those available to the Company (in which cases
the Company shall not have the right to direct the defense of such action on
behalf of such Indemnified Party) or to other Indemnified Parties, legal and
other expenses, including the expenses of separate counsel incurred by such
Indemnified Party, shall be borne by the Company.

     

    
      
         


      

      
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    (c)  Placement Agent's
Agreement.  The Placement Agent agrees, at its expense, to
indemnify, promptly defend (by counsel reasonably satisfactory to the Company)
and hold harmless the Company, and its officers, directors, employees and each
person, if any, who has the power, directly or indirectly, to direct or cause
the direction of the management and policies of the Company, from and against
any and all losses, claims, damages, demands, liabilities, costs or expenses,
including reasonable attorneys' fees and expenses, if such losses, claims,
damages, demands, liabilities, costs or expenses arise out of, or are materially
increased by, or would not exist but for, a breach by the Placement Agent of its
duties under, or failure to abide by any of its covenants in, this
Agreement.

     

    SECTION
7. CONDITIONS OF
PLACEMENT AGENT'S OBLIGATIONS

     

    The Placement Agent has entered into
this Series A Debenture Placement Agreement in reliance upon the representations
and agreements of the Company herein and the performance by the Company of its
obligations hereunder, both as of the date hereof and as of the Closing
Date.  The Placement Agent's obligations under this Series A Debenture
Placement Agreement are and shall be subject to the following further
conditions:

     

    (a) Conditions at or Prior to
Closing.  Receipt by the Placement Agent of the following
documents at or prior to the Closing:

     

    (i)  The opinion of counsel
to the Company, dated the Closing Date, in such form, and with respect to such
matters, as is normal and usual in transactions similar in scope and magnitude
to that which is described herein, and with respect to any additional matters as
the Placement Agent may reasonably request;

     

    (ii)  A certificate, dated
the Closing Date, signed by an authorized official of the Company, and
satisfactory to the Placement Agent, to the effect that (A) each of the
representations and warranties of the Company contained in this Series A
Debenture Placement Agreement is true, accurate and complete on the Closing Date
as if made on and as of the Closing Date, and (B) each of the agreements of the
Company to be complied with and each of the obligations of the Company to be
performed hereunder or under any other Transaction Document, on or prior to the
Closing Date, have been complied with and performed, and (C) as of the Closing
Date, there has been no material adverse change in the status, business,
condition or prospects (financial or otherwise) of the Company;

     

    (iii)  Duly executed
counterparts (or, where applicable, photocopies) of each of the Transaction
Documents;

     

     (iv)  Such additional
certificates or other documents as the Placement Agent may reasonably
request.

     

    (b) Failure to Satisfy
Conditions.  If there shall be a failure to satisfy any of the
conditions to the Placement Agent's obligations contained in this Series A
Debenture Placement Agreement, or if the Placement Agent's obligations shall be
terminated for any reason permitted by this Series A Debenture Placement
Agreement, this Series A Debenture Placement Agreement shall terminate and
neither the Placement Agent or the Company shall have any further obligation
hereunder, except as provided in Section 9 hereof.

     

    
      
         


      

      
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    SECTION
8. TERMINATION

     

    The Placement Agent shall have the
right to terminate this Series A Debenture Placement Agreement by notifying the
Company of its election to do so, if at the time of such notification, between
the date hereof and the Closing Date, (i) legislation shall be enacted by the
Congress of the United States or adopted by either House thereof, or a decision
by a court of the United States shall be rendered, or a ruling, regulation or
official statement by or on behalf of any agency of federal government shall be
made, and which in the reasonable opinion of the Placement Agent would
materially adversely affect the a marketability of the Series A Debentures; (ii)
there shall have occurred any new outbreak of hostilities or other unforeseen
national or international calamity or crisis, the effect of such new outbreak,
calamity or crisis on the financial markets of the United States being such in
the reasonable judgment of the Placement Agent as to materially adversely affect
the marketability of the Series A Debentures; (iii) there shall be in force a
general suspension of trading on the New York Stock Exchange or minimum or
maximum prices for trading shall have been fixed and be in force or maximum
ranges for prices for securities shall have been required and be in force on the
New York Stock Exchange, whether by virtue of a determination by that Exchange
or by order of the Securities and Exchange Commission or any other governmental
authority having jurisdiction; a general banking moratorium shall have been
established by federal or New Jersey authorities; any event, not caused by the
Placement Agent, shall have occurred or shall exist which, in the reasonable
opinion of the Placement Agent, makes untrue or incorrect, as of such time, in
any material respect, any material statement or information contained in this
Series A Debenture Placement Agreement or the Private Placement Memorandum, or
makes the Private Placement Memorandum inadequate by reason of the omission of
information which should be reflected therein in order to make the statements
and information contained therein not misleading as of such time; (vi) a stop
order, ruling, regulation or official statement by or on behalf of the
Securities and Exchange Commission shall be issued or made to the effect that
the issuance, offering or sale of the Series A Debentures, or of obligations of
the general character of the Series A Debentures as contemplated hereby, is in
violation of any provision of the 1933 Act, the Securities Exchange Act of 1934,
as amended, or the Trust Indenture Act of 1939, as amended; or (vii) the
Placement Agent shall have learned of any material adverse fact or circumstance
concerning the Company that, in the reasonable judgment of the Placement Agent,
would materially and adversely affect the marketability of the Series A
Debentures.

     

    SECTION
9.   PAYMENT OF
EXPENSES

     

    (a)  Payment by the
Company.  Except as provided in Paragraph (b) below, the
Company shall pay all expenses incident to the sale of the Series A Debentures,
including but without limitation, (i) the cost of the preparation (including
printing, duplicating and distribution) of this Series A Debenture Placement
Agreement, the Transaction Documents, the Private Placement Memorandum and any
amendment or supplement thereto, (ii) the cost of the preparation, printing,
execution, authentication and delivery of the Series A Debentures, (iii) the
cost of preparation of any government registration or filing, and (iv) the fees
of the Placement Agent, Placement Agent's Counsel, the Company's Counsel, and
any other counsel, experts or consultants retained by the Company.

     

    (b)  Limitation on Payment by the
Company.  Payment of the fees and expenses of the Placement
Agent and its counsel will be subject to the limitations of this Paragraph
10(b).  The Company has paid the Placement Agent a non-refundable due
diligence fee of $15,000, and has reimbursed the Placement Agent the $5,000.00
that the Placement Agent paid its legal counsel as a retainer.  In
addition, the Company will reimburse the Placement Agent for actual
out-of-pocket expenses (not in excess of $5,000.00) and additional (in excess of
$5,000, but not in excess of an additional $5,000) reasonable fees and expenses
of the Placement Agent's legal counsel.  As soon as practicable after
the Series A Completion Date, the Placement Agent will provide the Company with
an accounting of its actual out-of-pocket expenses, and its legal counsel will
provide the Company with a statement for any reasonable fees and expenses in
excess of $5,000, and the Company agrees to promptly pay the same.

     

    SECTION
10.   ADDITIONAL AGREEMENTS OF THE
COMPANY. In consideration of the Placement Agent's entering into this
Agreement, and undertaking its obligations hereunder, the Company agrees with
the Placement Agent as follows:

     

    (a)  The Company and the
Placement Agent agree that the Placement Agent shall act as underwriter or
placement agent with respect to the Series B Debentures, if the Company elects
undertake the Series B Debenture offering.

     

    
      
         


      

      
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    (b)  The Company agrees that,
for so long as any of the Series A Debentures or Series B Debentures shall
remain outstanding, it shall not issue any variable priced indebtedness or
variable priced equity linked securities.

     

    (c)  The Company will pay the
Placement Agent a placement fee equal to seven percent (7.00%) of the principal
amount of all Series A Debentures placed by the Placement Agent (which placement
was accepted by the Company).  Such fee will be earned as and when
each Series A Debenture shall be placed by the Placement Agent (if such
placement was accepted by the Company), and the Company shall pay it no later
than the fifth day of the month next following the month in which such fee was
earned, or the fifth day next following the Series A Completion Date, whichever
shall first occur.

     

    (d)  Within thirty (30) days
following the Series A Completion Date, the Company shall issue the Placement
Agent, in respect of each $500.00 in principal amount of Series A Debentures
placed by the Placement Agent (which placement was accepted by the Company),
warrants exercisable within four (4) years of the issuance date thereof, to
purchase 50 shares of the Company's common stock (the
"Warrants").  The exercise price under the Warrants shall be: (i) with
respect to all Series A Debentures placed by the Placement Agent (which
placement was accepted by the Company) on or as of the Closing Date, a price
equal to the publicly traded closing price of the shares of the Company's common
stock on the Closing Date; and (ii) with respect to all Series A Debentures
placed by the Placement Agent (which placement was accepted by the Company) on
or as of any date after the Closing Date through and including the Series A
Completion Date, a price equal to the publicly traded closing price of the
shares of the Company's common stock on the Series A Completion Date . The
Warrants shall be issued pursuant to an agreement substantially in the form of
Exhibit D, attached hereto and made a part hereof.

     

    SECTION
11. NOTICES

     

    Any notices or other communication to
be given under this Series A Debenture Placement Agreement may be given by
delivering the same in writing as follows:

     

    
      
        
          	 
      	
                  As
      to the Company:

                	 
      	
                  American
      Bio Medica Corporation

                
	 
      	 
      	
                  122
      Smith Road

                
	 
      	 
      	
                  Kinderhook,
      New York 12106

                
	 
      	 
      	
                  Attn:
      Chief Compliance
Officer

                


        

      

    

     

    
      
        	 
      	
                As
      to the Placement Agent:

              	 
      	
                Cantone
      Research, Inc.

              
	 
      	 
      	
                766
      Shrewsbury Avenue

              
	 
      	 
      	
                Tinton
      Falls, New Jersey 07724

              
	 
      	 
      	
                Attention:
      Anthony J. Cantone

              


      

    

     

    or to such different address written
notice of which is given to the other parties hereto.

     

    SECTION
12. PARTIES IN
INTEREST AND SURVIVAL OF REPRESENTATIONS

     

    (a)  Parties in
Interest.  This Series A Debenture Placement Agreement is made
solely for the benefit of the Company and the Placement Agent (including their
respective successors or assigns), and no other person, partnership, association
or corporation shall acquire or have any right hereunder or by virtue
hereof.

     

    
      
         


      

      
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    (b)  Survival of
Representations.  All representations and agreements of the
Company in this Series A Debenture Placement Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Placement Agent and all representations and agreements of the
Company and the Placement Agent shall survive the delivery of and payment for
the Series A Debentures.

     

    SECTION
13. MISCELLANEOUS

     

    (a)  Headings.  The
headings of the sections and paragraphs of this Series A Debenture Placement
Agreement are inserted for convenience only and shall not be deemed to be a part
hereof.

     

    (b)  Governing
Law.  This Series A Debenture Placement Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey.

     

    (c)  Counterparts.  This
Series A Debenture Placement Agreement may be executed, accepted and approved in
any number of counterparts, all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute and accept or
approve this Series A Debenture Placement Agreement by signing any such
counterpart.

     

    If you agree with the foregoing, please
sign the enclosed counterpart of this Series A Debenture Placement Agreement and
return it to the Placement Agent.  This Series A Debenture Placement
Agreement shall become a binding agreement by and among the Company and the
Placement Agent when at least one counterpart of this Series A Debenture
Placement Agreement shall have been signed by or on behalf of each of the
parties hereto.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                Very
      truly yours,

                              
	 
      	
                                CANTONE
      RESEARCH, INC.

                              
	 
      	
                                By:

                              	
                                  

                              	 
      
	 	 	      
                                Anthony
      J. Cantone 

                              	 
	 	 	      
                                President

                              	 


                      

                    

                  

                

              

            

          

        

      

       

      Accepted
as of the date first above written:

       

      AMERICAN
BIO MEDICA CORPORATION

       

      
        
          
            	
                    By:

                  	 
      	 
      
	 
      	 
      	
                    Stan
      Cipkowski

                  
	 
      	 
      	
                    Chief
      Executive Officer

                  


          

        

      

       

    

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXHIBIT
A


     

    TERMS OF
THE DEBENTURE


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    TERMS OF THE SERIES A
DEBENTURES

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        Principal Amount:

                                                      	 
      	
                                                        Up
      to $750,000, with a $250,000 required minimum amount.

                                                      
	 	 	 
	
                                                        Authorized Denominations:

                                                      	 
      	
                                                        $10,000
      and integral multiples of $500 in excess thereof.

                                                      
	 	 	 
	
                                                        Maturity:

                                                      	 
      	
                                                        July
      1, 2012, with no prior principal payments.

                                                      
	 	 	 
	
                                                        Par Amount:

                                                      	
                                                        100%
      of the principal amount of each Series A Debenture.

                                                      
	 	 
	
                                                        Interest:

                                                      	
                                                        10%
      simple interest (20%, but not exceeding the highest rate allowable by law,
      in event of

                                                        default),
      payable by the Company to investors every six months in cash, with the
      first interest payment expected on or about January 1,
    2009.

                                                      
	 	 
	
                                                        Conditions to Pricing:

                                                      	
                                                        The
      publicly traded price of the shares of the Company's common stock, par
      value $0.01 per share (the "Shares"), shall remain below $0.75 per Share
      until the Closing Date.

                                                      
	 	 
	
                                                        Subordination:

                                                      	
                                                        Payment
      of the Series A Debentures will be subordinated to not more than
      $2,500,000 in principal amount of indebtedness owed to First Niagara
      Financial Group.

                                                      
	 	 
	
                                                        Conversion:

                                                      	
                                                        Each
      $500 in principal amount of the Series A Debentures shall be convertible
      into 666.67 Shares at any time until such time as all principal of the
      Series A Debenture shall have been paid in full. Provided, however, that,
      if the publicly traded price of the Shares should close at an amount in
      excess of $0.75 per Share on the Closing Date, then, the conversion price
      will be in an amount equal to 125% of such publicly traded closing
      price.

                                                      
	 	 
	
                                                        Company Call:

                                                      	
                                                        Any
      time the Shares trade above $2.00 per Share for 20 consecutive trading
      days, the Company can call all (but not less than all) of the Series A
      Debentures at a redemption price equal $525 per$500 of principal amount of
      the Series A Debentures, subject to the individual rights of the
      investors, within 60 days of such call, to elect to convert rather than to
      be redeemed.

                                                      
	 	 
	
                                                        Registration:

                                                      	
                                                        The
      Company is expected to register the Shares underlying the Series A
      Debentures within eight months of the Series A Completion
      Date.

                                                      
	 	 
	
                                                        Participation Rights:

                                                      	
                                                        For
      as long as any of the Series A Debentures shall remain outstanding, the
      holders thereof shall have a right of participation in any new securities
      offering (including the Series B Debentures) of the
    Company.

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    FORM OF
SECURITIES PURCHASE AGREEMENT

    


    (FILED
WITH THIS REGISTRATION STATEMENT AS EXHIBIT 4.11)


    
      
         


      

      
        12