EXHIBIT
4.14

     

    FORM OF
PLACEMENT AGENT WARRANT AGREEMENT

     

           
WARRANT AGREEMENT dated as of June 25, 2008, between American Bio Medica
Corporation, a New York corporation ("Company"), and Cantone Research, Inc.
("Agent”).

     

    WITNESSETH

     

            WHEREAS,
the Agent has agreed to act as the placement agent in connection with the
Company's proposed private placement (the "Private Placement") of a minimum of
$250,000 and a maximum of $1,500,000, of $750,000 of 10% Subordinated
Convertible Debentures, Series A due 2012 (the “Series A Debentures”) and
$750,000 of 10% Subordinated Convertible Debentures, Series B due Four (4) Years
from Issuance the “Series B Debentures”) of the Company, which are convertible
into shares of the Company’s common stock, $0.01 par value per share (the
“Common Stock”); and

     

            WHEREAS,
the Company proposes to issue to the Agent, warrants ("Agent Warrants") to
purchase 50 shares of Common Stock for every $500 in principal amount of Series
A Debentures placed by the Agent, and accepted by the Company in the Private
Placement; and

     

            WHEREAS,
the Agent Warrants to be issued pursuant to this Agreement will be issued by the
Company to the Agent in consideration for, and as part of the Agent’s
compensation in connection with the Agent acting as the placement agent in the
Private Placement upon the Company’s receipt of not less than $250,000 in gross
sales of Series A Debentures

     

            NOW,
THEREFORE, the parties hereto agree as follows:

     

            1.    Grant.    In
consideration of $1.00 and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Company, the Company hereby
grants to the Agent, and its assigns (each, a "Holder"), by issuance of the
Agent Warrants, the right to purchase, at any time during the term ("Warrant
Exercise Term") commencing on the date hereof and ending at 5:00 p.m., Eastern
Time, on the fourth anniversary of the date hereof, an aggregate number of
shares of Common Stock equal to 50 such shares for every $500 in principal
amount of Series A Debentures placed by the Agent and accepted by the Company in
the Private Placement at an exercise price equal to the publicly traded closing
price of the shares of the Company’s Common Stock on the NASDAQ Capital Market
on the Closing Date (the “Exercise Price”). As used herein, “Closing Date” shall
have the meaning given such term, and shall be determined in accordance with the
provisions of, the Securities Purchase Agreement, dated June __, 2008, by and
between the Company and the Agent.

     

           2.    Certificates
Evidencing the Agent Warrants.    The Agent Warrants shall
be evidenced by a warrant certificate ("Warrant Certificate") in the form
attached as Exhibit A hereto. The Warrant Certificate, as well as the
certificate evidencing the Common Stock underlying the Agent Warrants and
issuable upon exercise of the Agent Warrants (the "Agent Shares"), shall be duly
and properly executed by the Company.

     

            3.    Exercise
of the Agent Warrants

     

               3.1    Exercise
of the Agent Warrants.    The Agent Warrants may be
exercised, in whole or in part (but not as to fractional shares), by surrender
of the Warrant Certificate with the annexed Form of Election to Purchase duly
executed, together with payment in the form of a certified or bank cashier’s
check payable to the order of the Company in an amount equal to the Exercise
Price multiplied by the number of Agent Warrants being exercised at the
Company's principal offices which, at the date hereof, is: American Bio Medica
Corporation, Attn: Corporate Secretary, 122 Smith Road, Kinderhook, New York
12106.

     

    In the
case of the purchase of less than all the Agent Shares purchasable under the
Warrant Certificate, the Company shall cancel the Warrant Certificate and shall
execute and deliver a new Warrant Certificate of like tenor for the unexercised
balance of the Agent Warrants. The date on which all deliveries required to be
made to the Company upon exercise of Agent Warrants pursuant to this Section 3.1
shall have been made shall mean the "Exercise Date".

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


                3.2    Issuance
of Certificates for Agent Shares. Upon the exercise of the Agent Warrants, the
issuance of certificates for Agent Shares shall be made forthwith (and in any
event such issuance shall be made within ten (10) business days from the
Exercise Date) without charge to the Holder thereof, including, without
limitation, any tax which may be payable in respect of the issuance thereof, and
such certificates shall (subject to the provisions of Section 5 hereof) be
issued in the name of, or in such names as may be directed by, the Holder
thereof; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the Holder and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     

            4.    Transfer
of Securities.    The Agent, by acceptance of the Warrant
Certificate, covenants and agrees that it is acquiring the Agent Warrants
evidenced thereby, and, upon exercise thereof, the Agent Shares, for its own
account as an investment and not with a view to distribution
thereof.

     

    The Agent
acknowledges that the Agent Warrants have not been, and are not being registered
under the Securities Act of 1933, as amended, (the “1933 Act”), and as of the
date hereof, the Agent Shares have not been registered under the 1933 Act. The
Agent acknowledges and agrees that the Agent Warrants, and until such time as
the Agent Shares have been registered under the 1933 Act and sold in accordance
with an effective Registration Statement (the “Registration Statement”), shall
bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the Agent Warrant and
Agent Shares).

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE. THEY 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.

     

    Any
purported transfer of any Agent Warrants or Agent Shares not in compliance with
the provisions of this Section 4 shall be null and void.

     

    5.    Registration
Rights.

     

    5.1     The
Company shall use commercially reasonable efforts to prepare and file with the
Securities and Exchange Commission (“SEC”), no later than eight (8) months
following the completion of the Series A offering under the Private Placement,
an effective Registration Statement on Form S-3 registering not less than the
aggregate number of (1) shares into which all Series A Debentures and Series B
Debentures would be convertible, plus (2) shares issuable pursuant to the Agent
Warrants, then entitled to registration and exercisable at the time of filing of
the Form S-3 (collectively, the “Registrable Securities”).

     

    5.2     Minimum
Sale Requirement. The Company shall have no obligation to prepare a Registration
Statement on Form S-3 for filing with the SEC with respect to the Registrable
Securities unless the gross proceeds of either the Series A Debentures offering
or the Series B Debenture offering exceed $250,000 (the “Minimum Sale
Requirement”).

     

    5.3     Obligations of the
Company.  In connection with the registration of the Registrable
Securities, the Company shall do each of the following.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    a)    Use
commercially reasonable efforts to prepare and file with the SEC a Registration
Statement with respect to not less than the number of Registrable Securities
provided in Sub-Section 5.1, above, and thereafter use its reasonable best
efforts to cause such Registration Statement relating to Registrable Securities
to become effective the earlier of (a) 5 days after notice by the SEC that it
may be declared effective, and keep the Registration Statement effective at all
times until the earliest (the "Registration Period") of (i) the date that is
four (4) years after the date of the closing of the Private Placement (ii) the
date when the buyers of the Debentures (the “Buyers”) may sell all Registrable
Securities under Rule 144 or (iii) the date no Buyer or Holder any longer owns
any of the Registrable Securities, which Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.

     

    b)    Use
commercially reasonable efforts to prepare and file with the SEC such amendments
(including post-effective amendments) and the prospectus used in connection with
the Registration Statement as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during the
Registration Period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered
by the Registration Statement until such time as all of such Registrable
Securities have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof as set forth in the Registration
Statement.

     

    c)     Furnish
to the Agent and the Agent’s legal counsel identified to the Company, (i)
promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company, one (1) copy of the Registration Statement and
each amendment thereto, and (ii) such number of copies of a prospectus, and all
amendments thereto and such other documents, as the Agent may reasonably request
in order to facilitate the disposition of any Registrable Securities owned by
the Agent.

     

    d)     As
promptly as practicable after becoming aware of such event, notify the Agent of
the happening of any event of which the Company has knowledge, as a result of
which the prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
use its best efforts promptly to prepare an amendment to the Registration
Statement or other appropriate filing with the SEC to correct such untrue
statement or omission, and deliver a number of copies of such supplement or
amendment to the Agent if requested.

     

    e)     As
promptly as practicable after becoming aware of such event, notify the Agent of
the issuance by the SEC of a notice of effectiveness or any stop order or other
suspension of the effectiveness of the Registration Statement at the earliest
possible time.

     

    f)      Notwithstanding
the foregoing, if at any time or from time to time after the date of
effectiveness of the Registration Statement, the Company notifies the Agent in
writing of the existence of (a) the possession by the Company of material
information not ripe for disclosure in a registration statement, which shall be
evidenced by determinations in good faith by the Board of Directors of the
Company that disclosure of such information in the registration statement would
be detrimental to the business and affairs of the Company; or (b) any material
engagement or activity by the Company which would, in the good faith
determination of the Board of Directors of the Company, be adversely affected by
disclosure in a registration statement at such time, which determination shall
be accompanied by a good faith determination by the Board of Directors of the
Company that the registration statement would be materially misleading absent
the inclusion of such information “Potential Material Event”), the Agent shall
not offer or sell any Agent Shares, or engage in any other transaction involving
or relating to the Agent Shares, from the time of the giving of notice with
respect to a Potential Material Event until the Agent receives written notice
from the Company that such Potential Material Event either has been disclosed to
the public or no longer constitutes a Potential Material Event; provided,
however, that the Company may not so suspend the right of the Agent for more
than two twenty (20) day periods in the aggregate during any 12-month period
("Suspension Period") with at least a ten (10) business day interval between
such periods, during the periods the Registration Statement is required to be in
effect.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    g)     Provide
a transfer agent and registrar, which may be a single entity, for the Agent
Shares no later than the effective date of the Registration
Statement.

     

    h)     Cooperate
with the Agent to facilitate the timely preparation and delivery of certificates
for the Agent Shares to be offered pursuant to the Registration Statement and
enable such certificates for the Agent Shares to be in such denominations or
amounts as the case may be, as the Agent may reasonably request, and, within
three (3) business days after a Registration Statement which includes the Agent
Shares is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel selected by the Company to deliver, to the transfer agent
for the Agent Shares (with copies to the Agent) an appropriate instruction and
opinion of such counsel.

     

    i)      Take
all other reasonable actions necessary to expedite and facilitate disposition by
the Agent.

     

    5.4          Obligations
of the Agent. In connection with the registration of the Registrable Securities,
the Agent shall have the following obligations:

     

    a)         It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to the Registrable
Securities, including but not limited to the Agent Shares, that the Agent shall
furnish to the Company such information regarding itself, the Agent Shares, and
the intended method of disposition of the Agent Shares held by it, as shall be
reasonably required to effect the registration of the Agent Shares, and shall
execute such documents in connection with such registration as the Company may
reasonably request. At least ten (10) days prior to the first anticipated filing
date of the Registration Statement, the Company shall notify the Agent of the
information the Company requires from the Agent (the "Requested Information") if
the Agent elects to have the Agent Shares included in the Registration
Statement.

     

    b)         The
Agent agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of the Registration
Statement hereunder, unless the Agent has notified the Company in writing of the
Agent’s election to exclude the Agent Shares from the Registration
Statement.

     

    c)         The
Agent agrees that, upon receipt of any notice from the Company of the happening
of any event of the kind described in Sub-Section 5.3(d) or 5.3(e), above, the
Agent will immediately discontinue disposition of Agent Shares pursuant to the
Registration Statement covering the Agent Shares until the Agent's receipt of
the copies of the amended prospectus contemplated by Sub-Section 5.3(d) or
5.3(e) and, if so directed by the Company, the Agent shall deliver to the
Company (at the expense of the Company) or destroy (and deliver to the Company a
certificate of destruction) all copies in the Agent’s possession, of the
prospectus covering the Agent Shares current at the time of receipt of such
notice.

     

    5.5          Expenses
of Registration. All expenses, other than underwriting discounts and commissions
incurred in connection with registrations, filings or qualifications pursuant to
Section 5, but including, without limitation, all registration, listing, and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company, shall be borne by the Company.

     

    5.6          Indemnification.  In
the event the Agent Shares are included in a Registration
Statement:

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
               

            	
              

                a) 
      To the extent permitted by law, the Company will indemnify and hold
      harmless the Agent, its directors, officers, each person, if any, who
      controls the Agent within the meaning of the Securities Act or the
      Exchange Act (each, an "Indemnified Party", against any losses, claims,
      damages, liabilities or expenses (joint or several) (including reasonable
      attorneys fees) incurred (collectively, "Claims") to which any of them may
      become subject under the Securities Act, the Exchange Act or otherwise,
      insofar as such Claims (or actions or proceedings, whether commenced or
      threatened, in respect thereof) arise out of or are based upon any of the
      following statements, omissions or violations in the Registration
      Statement, or any post-effective amendment thereof, or any prospectus
      included therein: (i) any untrue statement or alleged untrue statement of
      a material fact contained in the Registration Statement or any
      post-effective amendment thereof or the omission or alleged omission to
      state therein a material fact required to be stated therein or necessary
      to make the statements therein not misleading, (ii) any untrue statement
      or alleged untrue statement of a material fact contained in the final
      prospectus (as amended, if the Company files any amendment thereof with
      the SEC) or the omission or alleged omission to state therein any material
      fact necessary to make the statements made therein, in light of the
      circumstances under which the statements therein were made, not misleading
      or (iii) any violation or alleged violation by the Company of the
      Securities Act, the Exchange Act, any state securities law or any rule or
      regulation under the Securities Act, the Exchange Act or any state
      securities law (the matters in the foregoing clauses (i) through (iii)
      being, collectively, "Violations"). Subject to clause (b) of this Section
      5.6, the Company shall reimburse the Agent, promptly as such expenses are
      incurred and are due and payable, for the reasonable legal fees or other
      reasonable expenses incurred by it in connection with investigating or
      defending any such Claim. Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section
      5.6(a) shall not (I) apply to a Claim by any Indemnified Party arising out
      of or based upon a Violation which occurs in reliance upon and in
      conformity with information furnished in writing to the Company by or on
      behalf of such Indemnified Party expressly for use in connection with the
      preparation of the Registration Statement or any such amendment thereof,
      (II) be available to an Indemnified Party to the extent such Claim is
      based on a failure of such Indemnified Party to deliver or cause to be
      delivered the prospectus made available by the Company; or (III) apply to
      amounts paid in settlement of any Claim if such settlement is effected
      without the prior written consent of the Company, which consent shall not
      be unreasonably withheld. The Agent will indemnify the Company and its
      officers, directors and agents against any claims arising out of or based
      upon a Violation which occurs in reliance upon and in conformity with
      information furnished in writing to the Company, by or on behalf of the
      Agent, expressly for use in connection with the preparation of the
      Registration Statement, subject to such limitations and conditions as are
      applicable to the Indemnification provided by the Company to this
      Sub-Section 5.6. Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of the Indemnified
      Party and shall survive the transfer of the Agent Shares by the Agent
      pursuant to Section 5.8.

              

            


    

     

    
      	
               

            	
              b) 
      Promptly after receipt by an Indemnified Party under this Section 5.6 of
      notice of the commencement of any action (including any governmental
      action), such Indemnified Party shall, if a Claim in respect thereof is to
      be made against any indemnifying party under this Section 5.6, deliver to
      the indemnifying party a written notice of the commencement thereof and
      the indemnifying party shall have the right to participate in, and, to the
      extent the indemnifying party so desires, jointly with any other
      indemnifying party similarly noticed, to assume control of the defense
      thereof with counsel mutually satisfactory to the indemnifying party and
      the Indemnified Party, as the case may be. In case any such action is
      brought against any Indemnified Party, and it notifies the indemnifying
      party of the commencement thereof, the indemnifying party will be entitled
      to participate in, and, to the extent that it may wish, jointly with any
      other indemnifying party similarly notified, assume the defense thereof,
      subject to the provisions herein stated and after notice from the
      indemnifying party to such Indemnified Party of its election so to assume
      the defense thereof, the indemnifying party will not be liable to such
      Indemnified Party under this Section 5.6 for any legal or other reasonable
      out-of-pocket expenses subsequently incurred by such Indemnified Party in
      connection with the defense thereof other than reasonable costs of
      investigation, unless the indemnifying party shall not pursue the action
      of its final conclusion. The Indemnified Party shall have the right to
      employ separate counsel in any such action and to participate in the
      defense thereof, but the fees and reasonable out-of-pocket expenses of
      such counsel shall not be at the expense of the indemnifying party if the
      indemnifying party has assumed the defense of the action with counsel
      reasonably satisfactory to the Indemnified Party. The failure to deliver
      written notice to the indemnifying party within a reasonable time of the
      commencement of any such action shall not relieve such indemnifying party
      of any liability to the Indemnified Party under this Section 5.6, except
      to the extent that the indemnifying party is thereby prejudiced in its
      ability to defend such action. The indemnification required by this
      Section 5.6 shall be made by periodic payments of the amount thereof
      during the course of the investigation or defense, as such expense, loss,
      damage or liability is incurred and is due and
  payable.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      
        	
                c)

              	
                Contribution.
      To the extent any indemnification by an indemnifying party is prohibited
      or limited by law, the indemnifying party agrees to make the maximum
      contribution with respect to any amounts for which it would otherwise be
      liable under Sub-Section 5.6 to the fullest extent permitted by law;
      provided, however, that (a) no contribution shall be made under
      circumstances where the maker would not have been liable for
      indemnification under the fault standards set forth in Sub-Section 5.6;
      (b) no seller of Agent Shares guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
      entitled to contribution from any seller of Agent Shares who was not
      guilty of such fraudulent misrepresentation; and (c) contribution by any
      seller of Agent Shares shall be limited in amount to the net amount of
      proceeds received by such seller from the sale of the Agent
      Shares.

              


      

    

     

    5.7          Reports
under Exchange Act. With a view to making available to the Agent the benefits of
Rule 144 promulgated under the Securities Act or any other similar rule or
regulation of the SEC that may at any time permit the Agent to sell securities
of the Company to the public without registration ("Rule 144"), the Company
agrees to:

     

    a)         make
and keep public information available, as those terms are understood and defined
in Rule 144;

     

    b)         file
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

     

    c)         furnish
to the Agent so long as the Agent owns Agent Shares, promptly upon request, (i)
a written statement by the Company that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company and (iii) such other information
as may be reasonably requested to permit the Agent to sell such securities
pursuant to Rule 144 without registration.

     

    5.8          Assignment
of Registration Rights. The rights to have the Company register the Agent Shares
shall be automatically assigned by the Agent to any transferee of the Agent
Shares (or all or any portion of the Agent Warrants which are convertible into
such securities) only if: (a) the Agent agrees in writing with the transferee or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company within a reasonable time after such assignment, (b) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (i) the name and address of such transferee or assignee and
(ii) the securities with respect to which such registration rights are being
transferred or assigned, (c) immediately following such transfer or assignment
the further disposition of such securities by the transferee or assignee is
restricted under the Securities Act and applicable state securities laws, and
(d) at or before the time the Company received the written notice contemplated
by clause (b) of this sentence the transferee or assignee agrees in writing with
the Company to be bound by all of the provisions contained herein. In the event
of any delay in filing or effectiveness of the Registration Statement as a
result of such assignment, the Company shall not be liable for any damages
arising from such delay.

     

    5.9          Amendment
of Registration Rights. Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the
Company and the Agent. Any amendment or waiver affected in accordance with this
Sub-Section 5.9 shall be binding upon the Agent and the Company.

     

            6.     Exchange
and Replacement of Warrant Certificates. Each Warrant Certificate is
exchangeable without expense, upon the surrender thereof by the Agent at the
principal office of the Company, for a new Warrant Certificate of like tenor and
date representing in the aggregate the right to purchase the same number of
securities in such denominations as shall be designated by the Agent at the time
of such surrender.

     

            Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated, the
Company will make and deliver a new Warrant Certificate of like tenor, in lieu
thereof.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


            7.     Elimination
of Fractional Interests. The Company shall not be required to issue certificates
representing fractions of shares of Common Stock upon the exercise of the Agent
Warrants, but instead shall pay cash in lieu of such fractional interests to the
Agent based on the Exercise Price.

     

            8.     Reservation
and Listing of Securities. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon the exercise of the Agent Warrants, such number of shares of
Common Stock as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Agent Warrants and payment of
the Exercise Price, all shares of Common Stock issuable upon such exercise shall
be duly and validly issued, fully paid, non-assessable and not subject to the
preemptive rights of any stockholder.

     

            9.   Notice
to Agent as Warrant Holder. Nothing contained in this Agreement shall be
construed as conferring upon Agent as a Warrant Holder, the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company.

     

            10.   Notices.
All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered, mailed by
registered or certified mail, return receipt requested, or sent by facsimile or
electronic delivery with confirmation of delivery:

     

            (a)   If
to the Agent, to the address shown on the books of the Company; or

     

            (b)   If
to the Company, to the address set forth in Section 3.1 hereof, or to such other
address as the Company may designate by notice to the Agent.

     

            11.   Supplements
and Amendments. The Company and the Agent may from time to time supplement or
amend this Agreement in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
provision herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Agent may deem necessary
or desirable and which the Company and the Agent deem shall not adversely affect
the interests of any Holder of the Debentures.

     

            12.   Successors.
All the covenants and provisions of this Agreement shall be binding upon and
inure to the benefit of the Company, the Agent and their respective successors
and assigns hereunder.

     

            13.   Termination.
This Agreement shall terminate at the close of business on the fourth
anniversary of the date hereof. Notwithstanding the foregoing, the
indemnification provisions of Section 5.5 hereof shall survive such termination
until the close of business on the tenth anniversary of the date
hereof.

     

            14.  Miscellaneous.
This Agreement shall be governed by and interpreted 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 conveniens, to the bringing of any such proceeding in such
jurisdictions. A facsimile transmission of this signed Agreement shall be legal
and binding on all parties hereto. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original. The headings of this
Agreement are for convenience of reference and shall not form part of, or affect
the interpretation of, this Agreement. If any provision of this Agreement shall
be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction. This Agreement may be amended only by an instrument
in writing signed by the party to be charged with enforcement. This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

     

    (Signature
page follows)

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

            IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, as of the day and year first above written.

     

    
      
        
          
            
              
                
                  	
                          AMERICAN
      BIO MEDICA CORPORATION

                        
	 
	
                          By:

                        
	 
      
	________________________________________________ 
      	 
      
	
                          Name:
      Stan Cipkowski

                        
	
                          Title:
      Chief Executive Officer

                        
	 
      
	
                          CANTONE
      RESEARCH, INC.

                        
	 
      
	
                          By:

                        
	 
      
	________________________________________________ 
      	 
      
	
                          Name:
      Anthony J. Cantone

                        
	
                          Title:
      President

                        


                

              

            

          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    FORM OF
AGENTS WARRANT CERTIFICATE

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE. THEY 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
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    THE
TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE AGENT WARRANT AGREEMENT REFERRED TO
HEREIN.

     

    
      	
              No.
      AW-  ________

            	
              ___________
      Warrants

            


    

     

    AGENT'S
WARRANT CERTIFICATE

     

            This
Agent Warrant Certificate certifies that Cantone Research, Inc., or its assigns,
is the Holder of ____________ Warrants (the "Agent Warrants") to purchase
initially, at any time after the date hereof until 5:00 p.m. Eastern Time on the
fourth anniversary of the date hereof, ("Expiration Date"), up to __________
shares of common stock ("Common Stock"), of American Bio Medica Corporation, a
New York corporation (the "Company"), at the exercise price of $_______ per
share of Common Stock (“Exercise Price”) upon surrender of this Agent Warrant
Certificate and payment of the Exercise Price, subject to the conditions set
forth herein and in the Placement Agent Warrant Agreement dated June 25, 2008
between the Company and Cantone Research, Inc. (the "Warrant Agreement").
Capitalized terms used herein and not defined herein shall have the meanings
ascribed to such terms by the Warrant Agreement. Payment of the Exercise Price
shall be in the form of a certified or bank cashier’s check payable to the order
of the Company in an amount equal to the Exercise Price multiplied by the number
of Agent Warrants being exercised.

     

            No
Warrant may be exercised after 5:00 p.m., Eastern Time, on the Expiration Date,
at which time all Agent Warrants evidenced hereby, unless exercised prior
thereto, hereby shall thereafter be void.

     

            The
Agent Warrants evidenced by this Agent Warrant Certificate are part of a duly
authorized issue of Agent Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company and the Holders of the Agent Warrants.

     

            Upon
due presentment for registration of transfer of this Agent Warrant Certificate
and executed form of assignment as attached hereto at the office of the Company
set forth in the Warrant Agreement, a new Agent Warrant Certificate or Agent
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Agent Warrants shall be issued to the transferee(s) in exchange for this
Agent Warrant Certificate, subject to the limitations provided herein and in the
Warrant Agreement, without any charge except for any tax or other governmental
charge imposed in connection with such transfer.

     

            Upon
the exercise of less than all of the Agent Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new Agent
Warrant Certificate representing such unexercised Agent Warrants.

     

            The
Company may deem and treat the Holder(s) hereof as reflected on the records of
the Company as the absolute owner(s) of this Agent Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, and of any distribution to the
Holder(s) hereof, and for all other purposes, and the Company shall not be
affected by any notice to the contrary.

     

            IN
WITNESS WHEREOF, the Company has caused this Agent Warrant Certificate to be
duly executed under its corporate seal.

     

    Dated as
of

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ________,
2008

     

    
      
        
          
            	
                     American
      Bio Medica Corporation

                  
	 
      
	________________________________________________ 
      
	
                    BY:
      Stan Cipkowski

                  
	
                    ITS:
      Chief Executive Officer

                  
	
                    (AFFIX
      CORPORATE SEAL)

                  


          

        

      

    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    FORM OF
ELECTION TO PURCHASE

     

            The
undersigned hereby irrevocably elects to exercise the right, represented by this
Warrant Certificate, to purchase ___________ Shares of Common
Stock.

     

            In
accordance with the terms of Section 3.1 of the Placement Agent Warrant
Agreement dated as of June 25, 2008, between American Bio Medica Corporation.
and Cantone Research, Inc., the undersigned requests that a certificate for such
Common Stock be registered in the name of  ______whose address is
______________     and that such Certificate be
delivered to                         whose
address is _______________________________________________________.

     

    Dated:
_________________, 20____

     

    Signature:

     

    _____________________________________________________________

    BY:

     

    ITS:

     

    (Signature
must conform in all respects to name of holder as specified on the face of the
Warrant Certificate.)

     

    __________________________________

     (Insert
Social Security or Other Identifying Number of Holder)

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    FORM OF
ASSIGNMENT

     

    (To be
executed by the Holder if such Holder to transfer the Agent Warrant
Certificate.)

     

    FOR VALUE
RECEIVED

     

    _____________________________________________________hereby
sells, assigns and transfers unto 

     

    _________________________________________________________________________________________

     

    _________________________________________________________________________________________

     

    ________________________(Please
print name and address of transferee)

     

    this
Agent Warrant Certificate, together with all right, title and interest therein,
and does hereby authorize the transfer of the within Warrant Certificate on the
books of American Bio Medica Corporation, with full power of
substitution.

     

    Dated:

     

    ______________________________________

    Signature:

     

    __________________________________________

    (Signature
must conform in all respects to name of holder as specified on the face of the
Warrant Certificate.)

     

    ____________________________________

    (Insert
Social Security or Other Identifying Number of Holder)

     

    
      
         


      

      
        12