ex4_4.htm


    
      

    

    
      

    

    
      Exhibit
        4.4

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        TO
        THE HOLDER OF THE SECURITIES (UNLESS THE ISSUER IN ITS SOLE DISCRETION
        DETERMINES TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL TO THE HOLDER AND
        ANY
        SUCH OPINION OF SUCH COUNSEL TO BE REASONABLY ACCEPTABLE TO THE ISSUER, THAT
        REGISTRATION OF SUCH NOTE UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
        OF
        APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

      


      WARRANT
        TO PURCHASE

      


      SHARES
        OF
        COMMON STOCK

      


      OF

      


      CHEMBIO
        DIAGNOSTICS, INC.

      


      Expires
        May 5, 2009

      


      


      
        	
                No.:  _____________

              	
                Number
                  of Shares:  ______________

              
	
                Original
                  Date of Issuance: May 5,
                  2004

              	
                Reissuance
                  Date:  December 19,
                  2007

              


      

      


      


      FOR
        VALUE
        RECEIVED, subject to the provisions hereinafter set forth, the undersigned,
        Chembio Diagnostics, Inc., a Nevada corporation (together with its successors
        and assigns, the “Issuer”), hereby certifies that ___________________ or
        its registered assigns is entitled to subscribe for and purchase, during
        the
        Term (as hereinafter defined), up to __________________ (___________) shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set
        forth.  Capitalized terms used in this Warrant and not otherwise
        defined herein shall have the respective meanings specified in Section 9
        hereof.

       

      1.           Term.  The
        term of this Warrant shall commence on May 5, 2004 and shall expire at 5:00
        p.m., Eastern Time, on May 5, 2009 (such period being the
“Term”).

       

      2.           Method
        of Exercise Payment; Issuance of New Warrant; Transfer and
        Exchange.

       

      (a)           Time
        of Exercise.  The purchase rights represented by this Warrant may
        be exercised in whole or in part during the Term commencing on the effective
        date of a registration statement under the Securities Act providing for the
        resale of the Warrant Stock and the shares of Common Stock issuable upon
        conversion of the Issuer’s Series A Convertible Preferred Stock issued pursuant
        to the Purchase Agreement and expiring on May 5, 2009.

       

      (b)           Method
        of Exercise.

       

      (i)           The
        Holder hereof may exercise this Warrant, in whole or in part (A) by the
        surrender of this Warrant (with the exercise form attached hereto duly executed)
        at the principal office of the Issuer, and by the payment to the Issuer of
        an
        amount of consideration therefor equal to the Warrant Price in effect on
        the
        date of such exercise multiplied by the number of shares of Warrant Stock
        with
        respect to which this Warrant is then being exercised, payable by certified
        or
        official bank check or by wire transfer to an account designated by the Issuer;
        or (B) by notifying the Company that this Warrant is being exercised pursuant
        to
        a Cashless Exercise (as defined in Section 2(b)(ii) below).

       

      (ii)           Cashless
        Exercise At the option of the Holder, this Warrant may be exercised by means
        of
        a “cashless exercise” (a “Cashless Exercise”) in which the Holder shall be
        entitled to receive a certificate for the number of Warrant Shares equal
        to the
        quotient obtained by dividing [(A-B) (X)] by (A), where:

       

      (A)
        = the
        VWAP for the ten-Trading Day period that ends on the first Trading Day
        immediately preceding the date of such election;

       

      (B)
        = the
        applicable Exercise Price of this Warrant in effect on the date of exercise,
        as
        adjusted; and

       

      (X)
        = the
        number of Warrant Shares issuable upon exercise of this Warrant in accordance
        with the terms of this Warrant by means of a cash exercise rather than a
        cashless exercise.

       

      (iii)           Notwithstanding
        anything herein to the contrary, for any Notice of Exercise Form dated on
        the
        Plan Closing Date received from a Holder who exercises its warrants on cashless
        basis at $0.45 per share before 10:00p.m. ET on the Plan Closing Date, the
        value
        of (A) in the equation set forth in Section 2(b)(ii) above shall be equal
        to the
        greater of $0.53 or the VWAP for the ten-Trading Day period that ends on
        the
        second Trading Day prior to the date of the Notice of Exercise
        Form.

       

      (v)           Notwithstanding
        anything herein to the contrary, for any Notice of Exercise Form dated between
        and inclusive of the Plan Closing Date and the Final Plan Date received from
        a
        Holder who exercises at least 10% of all of such Holder's warrants and options
        for cash before 10:00p.m. ET on the Plan Closing Date the value of (A) in
        the
        equation set forth in Section 2(b)(ii) above shall be equal to the greater
        of
        $0.53 or the VWAP for the ten-Trading Day period that ends on the second
        Trading
        Day prior to the date of the Notice of Exercise Form.  Any Exercise Form
        dated on the Final Plan Date must be received by the Company within five
        Trading
        Days of the Final Plan Date to be effective.

       

      (vi)           Notwithstanding
        anything herein to the contrary, a Holder who does not exercise (i) at least
        10%
        of all of such Holder's warrants and options issued by the Company for cash
        at
        an exercise price of $0.40 per share before 10:00p.m. ET on the Plan Closing
        Date, or (ii) its warrants on cashless basis at $0.45 per share by 10:00p.m.
        ET
        on the Plan Closing Date shall not be permitted to exercise its Warrants
        on a
        cashless basis pursuant to Section 2(b)(ii) above until April 1,
        2008.

       

      (c)           Issuance
        of Stock Certificates.  In the event of any exercise of the rights
        represented by this Warrant in accordance with and subject to the terms and
        conditions hereof, (i) certificates for the shares of Warrant Stock so purchased
        shall be dated the date of such exercise and delivered to the Holder hereof
        within a reasonable time, not exceeding three (3) Trading Days after such
        exercise or, at the request of the Holder (provided that a registration
        statement under the Securities Act providing for the resale of the Warrant
        Stock
        is then in effect), issued and delivered to the Depository Trust Company
        (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent
        Commission System (“DWAC”) within a reasonable time, not exceeding three
        (3) Trading Days after such exercise, and the Holder hereof shall be deemed
        for
        all purposes to be the holder of the shares of Warrant Stock so purchased
        as of
        the date of such exercise and (ii) unless this Warrant has expired, a new
        Warrant representing the number of shares of Warrant Stock, if any, with
        respect
        to which this Warrant shall not then have been exercised (less any amount
        thereof which shall have been canceled in payment or partial payment of the
        Warrant Price as hereinabove provided) shall also be issued to the Holder
        hereof
        at the Issuer’s expense within such time.

       

      (d)           Transferability
        of Warrant.  Subject to Section 2(f) and Section 2(g), this
        Warrant may be transferred by a Holder without the consent of the
        Issuer.  If transferred pursuant to this paragraph and subject to the
        provisions of subsection (f) of this Section 2, this Warrant may be transferred
        on the books of the Issuer by the Holder hereof in person or by duly authorized
        attorney, upon surrender of this Warrant at the principal office of the Issuer,
        properly endorsed (by the Holder executing an assignment in the form attached
        hereto) and upon payment of any necessary transfer tax or other governmental
        charge imposed upon such transfer.  This Warrant is exchangeable at
        the principal office of the Issuer for Warrants for the purchase of the same
        aggregate number of shares of Warrant Stock, each new Warrant to represent
        the
        right to purchase such number of shares of Warrant Stock as the Holder hereof
        shall designate at the time of such exchange.  All Warrants issued on
        transfers or exchanges shall be dated the Original Issue Date and shall be
        identical with this Warrant except as to the number of shares of Warrant
        Stock
        issuable pursuant thereto.

       

      (e)           Continuing
        Rights of Holder.  The Issuer will, at the time of or at any time
        after each exercise of this Warrant, upon the request of the Holder hereof,
        acknowledge in writing the extent, if any, of its continuing obligation to
        afford to such Holder all rights to which such Holder shall continue to be
        entitled after such exercise in accordance with the terms of this Warrant,
        provided that if any such Holder shall fail to make any such request, the
        failure shall not affect the continuing obligation of the Issuer to afford
        such
        rights to such Holder.

       

      (f)           Compliance
        with Securities Laws.

       

      (i)           The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        or
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

       

      (ii)           Except
        as provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR
        OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
        APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION
        OF
        COUNSEL TO THE HOLDER OF THE SECURITIES (UNLESS THE ISSUER IN ITS SOLE
        DISCRETION DETERMINES TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL TO THE
        HOLDER AND ANY SUCH OPINION OF SUCH COUNSEL TO BE REASONABLY ACCEPTABLE TO
        THE
        ISSUER, THAT REGISTRATION OF SUCH NOTE UNDER THE SECURITIES ACT AND UNDER
        THE
        PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

       

      (iii)           The
        Issuer agrees to reissue certificates representing any of the Warrant Stock,
        without the legend set forth above if at such time, prior to making any transfer
        of any such securities, the Holder shall give written notice to the Issuer
        describing the manner and terms of such transfer and removal as the Issuer
        may
        reasonably request.  Such proposed transfer and removal will not be
        effected until:  (a) either (i) the Issuer has received an opinion of
        counsel reasonably satisfactory to the Issuer, to the effect that the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto.  The Issuer
        will respond to any such notice from a holder within five (5) business
        days.  In the case of any proposed transfer under this Section 2(f),
        the Issuer will use reasonable efforts to comply with any such applicable
        state
        securities or “blue sky” laws, but shall in no event be required, (x) to qualify
        to do business in any state where it is not then qualified, (y) to take any
        action that would subject it to tax or to the general service of process
        in any
        state where it is not then subject, or (z) to comply with state securities
        or
“blue sky” laws of any state for which registration by coordination is
        unavailable to the Issuer.  The restrictions on transfer contained in
        this Section 2(f) shall be in addition to, and not by way of limitation of,
        any
        other restrictions on transfer contained in any other section of this
        Warrant.  Whenever a certificate representing the Warrant Stock is
        required to be issued to a the Holder without a legend, in lieu of delivering
        physical certificates representing the Warrant Stock, provided the Issuer’s
        transfer agent is participating in the DTC Fast Automated Securities Transfer
        program, the Issuer shall use its reasonable best efforts to cause its transfer
        agent to electronically transmit the Warrant Stock to the Holder by crediting
        the account of the Holder’s Prime Broker with DTC through its DWAC system (to
        the extent not inconsistent with any provisions of this Warrant or the Purchase
        Agreement).

       

      (g)           In
        no event may the Holder exercise this Warrant in whole or in part unless
        the
        Holder is an “accredited investor” as defined in Regulation D under the
        Securities Act.

       

      3.           Stock
        Fully Paid; Reservation and Listing of Shares; Covenants.

       

      (a)           Stock
        Fully Paid.  The Issuer represents, warrants, covenants and agrees
        that all shares of Warrant Stock which may be issued upon the exercise of
        this
        Warrant or otherwise hereunder will, when issued in accordance with the terms
        of
        this Warrant, be duly authorized, validly issued, fully paid and non-assessable
        and free from all taxes, liens and charges created by or through the
        Issuer.  The Issuer further covenants and agrees that during the
        period within which this Warrant may be exercised, the Issuer will at all
        times
        have authorized and reserved for the purpose of the issue upon exercise of
        this
        Warrant a sufficient number of shares of Common Stock to provide for the
        exercise of this Warrant.

       

      (b)           Reservation.  If
        any shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any governmental authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        reasonable best efforts as expeditiously as possible at its expense to cause
        such shares to be duly registered or qualified.  If the Issuer shall
        list any shares of Common Stock on any securities exchange or market it will,
        at
        its expense, list thereon, maintain and increase when necessary such listing,
        of, all shares of Warrant Stock from time to time issued upon exercise of
        this
        Warrant or as otherwise provided hereunder (provided that such Warrant Stock
        has
        been registered pursuant to a registration statement under the Securities
        Act
        then in effect), and, to the extent permissible under the applicable securities
        exchange rules, all unissued shares of Warrant Stock which are at any time
        issuable hereunder, so long as any shares of Common Stock shall be so
        listed.  The Issuer will also so list on each securities exchange or
        market, and will maintain such listing of, any other securities which the
        Holder
        of this Warrant shall be entitled to receive upon the exercise of this Warrant
        if at the time any securities of the same class shall be listed on such
        securities exchange or market by the Issuer.

       

      (c)           Covenants.  The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment.  Without limiting the generality of the foregoing, the
        Issuer will (i) not permit the par value, if any, of its Common Stock to
        exceed
        the then effective Warrant Price, (ii) not amend or modify any provision
        of the
        Articles of Incorporation or by-laws of the Issuer in any manner that would
        adversely affect the rights of the Holders of the Warrants in their capacity
        as
        Holders of the Warrants, (iii) take all such action as may be reasonably
        necessary in order that the Issuer may validly and legally issue fully paid
        and
        nonassessable shares of Common Stock, free and clear of any liens, claims,
        encumbrances and restrictions (other than as provided herein) upon the exercise
        of this Warrant, and (iv) use its reasonable best efforts to obtain all such
        authorizations, exemptions or consents from any public regulatory body having
        jurisdiction thereof as may be reasonably necessary to enable the Issuer
        to
        perform its obligations under this Warrant.

       

      (d)           Loss,
        Theft, Destruction of Warrants.  Upon receipt of evidence
        satisfactory to the Issuer of the ownership of and the loss, theft, destruction
        or mutilation of any Warrant and, in the case of any such loss, theft or
        destruction, upon receipt of indemnity or security satisfactory to the Issuer
        or, in the case of any such mutilation, upon surrender and cancellation of
        such
        Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
        destroyed or mutilated Warrant, a new Warrant of like tenor and representing
        the
        right to purchase the same number of shares of Common Stock.

       

      4.           Adjustment
        of Warrant Price.  The price at which such shares may be purchased
        upon exercise of this Warrant shall be subject to adjustment from time to
        time
        as set forth in this Section 4.  The Issuer shall give the Holder
        notice of any event described below which requires an adjustment pursuant
        to
        this Section 4 in accordance with Section 5.

       

      (a)           Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or
Sale.

       

      (i)           In
        case the Issuer after the Original Issue Date shall do any of the following
        (each, a “Triggering Event”):  (a) consolidate or merge with or
        into another corporation where the holders of outstanding Voting Stock prior
        to
        such merger or consolidation do not own over 50% of the outstanding Voting
        Stock
        of the merged or consolidated entity immediately after such merger or
        consolidation, or (b) sell all or substantially all of its properties or
        assets
        to any other Person, or (c) change the Common Stock to the same or different
        number of shares of any class or classes of stock, whether by reclassification,
        exchange, substitution or otherwise (other than by way of a stock split or
        combination of shares or stock dividends or distributions provided for in
        Section 4(b) or Section 4(c)), or (d)
        effect a capital reorganization (other than the transactions executed in
        connection with the Plan or by way of a stock split or combination of shares
        or
        stock dividends or distributions provided for in Section 4(b) or Section
        4(c)), then, and in the case of each such Triggering Event, proper
        provision shall be made so that, upon the basis and the terms and in the
        manner
        provided in this Warrant, the Holder of this Warrant shall be entitled upon
        the
        exercise hereof at any time after the consummation of such Triggering Event,
        to
        the extent this Warrant is not exercised prior to such Triggering Event,
        to
        receive at the Warrant Price in effect at the time immediately prior to the
        consummation of such Triggering Event in lieu of the Common Stock issuable
        upon
        such exercise of this Warrant prior to such Triggering Event, the securities,
        cash and property to which such Holder would have been entitled upon the
        consummation of such Triggering Event if such Holder had exercised the rights
        represented by this Warrant immediately prior thereto, subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4.

       

      (ii)           Notwithstanding
        anything contained in this Warrant to the contrary, a Triggering Event shall
        not
        be deemed to have occurred if, prior to the consummation thereof, each Person
        (other than the Issuer) which may be required to deliver any securities,
        cash or
        property upon the exercise of this Warrant as provided herein shall assume,
        by
        written instrument delivered to, and reasonably satisfactory to, the Holder
        of
        this Warrant, (A) the obligations of the Issuer under this Warrant (and if
        the
        Issuer shall survive the consummation of such Triggering Event, such assumption
        shall be in addition to, and shall not release the Issuer from, any continuing
        obligations of the Issuer under this Warrant) and (B) the obligation to deliver
        to such Holder such shares of securities, cash or property as, in accordance
        with the foregoing provisions of this subsection (a), such Holder shall be
        entitled to receive, and such Person shall have similarly delivered to such
        Holder a written acknowledgement executed by the President or Chief Financial
        Officer of the Company, stating that this Warrant shall thereafter continue
        in
        full force and effect and the terms hereof (including, without limitation,
        all
        of the provisions of this subsection (a)) shall be applicable to the securities,
        cash or property which such Person may be required to deliver upon any exercise
        of this Warrant or the exercise of any rights pursuant hereto.

       

      (b)           Stock
        Dividends, Subdivisions and Combinations.  If at any time the
        Issuer shall:

       

      (i)           make
        or issue or set a record date for the holders of its Common Stock for the
        purpose of entitling them to receive a dividend payable in, or other
        distribution of, shares of Common Stock,

       

      (ii)           subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

       

      (iii)           combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      Notwithstanding
        the foregoing, if such record date shall have been fixed and such dividend
        is
        not fully paid or if such distribution is not fully made on the date fixed
        therefor, the Warrant Price shall be adjusted pursuant to this paragraph
        as of
        the time of actual payment of such dividends or distributions.

       

      (c)           Certain
        Other Distributions.  If at any time the Issuer shall make or
        issue or set a record date for the determination of the holders of its Common
        Stock for the purpose of entitling them to receive any divi­dend or other
        distribution of:

       

      (i)           cash
        (other than a cash dividend payable out of earnings or earned surplus legally
        available for the payment of dividends under the laws of the jurisdiction
        of
        incorporation of the Issuer),

       

      (ii)           any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Convertible
        Securities or Additional Shares of Common Stock), or

       

      (iii)           any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Convertible Securities
        or
        Additional Shares of Common Stock), then (1) the number of shares of Common
        Stock for which this Warrant is exercisable shall be adjusted to equal the
        product of the number of shares of Common Stock for which this Warrant is
        exercisable immediately prior to such adjustment multiplied by a fraction
        (A)
        the numerator of which shall be the Per Share Market Value of Common Stock
        at
        the date of taking such record and (B) the denominator of which shall be
        such
        Per Share Market Value minus the amount allocable to one share of Common
        Stock
        of any such cash so distributable and of the fair value (as determined in
        good
        faith by the Board of Directors of the Issuer and supported by an opinion
        from
        an investment banking firm of recognized national standing acceptable to
        (but
        not affiliated with) the Holder) of any and all such evidences of indebtedness,
        shares of stock, other securities or property or warrants or other subscription
        or purchase rights so distributable, and (2) the Warrant Price then in effect
        shall be adjusted to equal (A) the Warrant Price then in effect multiplied
        by
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately prior to the adjustment divided by (B) the number of shares of
        Common Stock for which this Warrant is exercisable immediately after such
        adjustment.  A reclassification of the Common Stock (other than a
        change in par value, or from par value to no par value or from no par value
        to
        par value) into shares of Common Stock and shares of any other class of stock
        shall be deemed a distribution by the Issuer to the holders of its Common
        Stock
        of such shares of such other class of stock within the meaning of this Section
        4(c) and, if the outstanding shares of Common Stock shall be changed into
        a
        larger or smaller number of shares of Common Stock as a part of such
        reclassification, such change shall be deemed a subdivision or combination,
        as
        the case may be, of the outstanding shares of Common Stock within the meaning
        of
        Section 4(b).

       

      Notwithstanding
        the foregoing, if such record date shall have been fixed and such dividend
        is
        not fully paid or if such distribution is not fully made on the date fixed
        therefor, the Warrant Price shall be adjusted pursuant to this Section 4(c)
        as
        of the time of actual payment of such dividends or distributions.

       

      (d)           Issuance
        of Additional Shares of Common Stock.  In the event the Issuer
        shall at any time following the Original Issue Date issue any Additional
        Shares
        of Common Stock (otherwise than as provided in the foregoing subsections
        (a)
        through (c) of this Section 4), at a price per share less than $.60 or without
        consideration, then the Warrant Price upon each such issuance shall be adjusted
        to the price equal to the consideration per share paid for such Additional
        Shares of Common Stock.

       

      (e)           Issuance
        of Common Stock Equivalents.  If at any time the Issuer shall
        issue or sell any Common Stock Equivalents, whether or not the rights to
        exchange or convert thereunder are immediately exercisable, and the aggregate
        price per share for which Common Stock is issuable upon such conversion or
        exchange plus the consideration received by the Issuer for issuance of such
        Common Stock Equivalent divided by the number of shares of Common Stock issuable
        pursuant to such Common Stock Equivalent shall be less than $.60 or without
        consideration, then the Warrant Price then in effect shall be adjusted as
        provided in Section 4(d).  No further adjustment of the Warrant Price
        then in effect shall be made under this Section 4(e) upon the issuance of
        any
        Common Stock Equivalents which are issued pursuant to the exercise of any
        warrants or other subscription or purchase rights therefor, if any such
        adjustment shall previously have been made upon the issuance of such warrants
        or
        other rights pursuant to this Section 4(e).  No further adjustments of
        the Warrant Price then in effect shall be made upon the actual issue of such
        Common Stock upon conversion or exchange of such Common Stock
        Equivalents.

       

      (f)           Other
        Provisions applicable to Adjustments under this Section.  The
        following provisions shall be ap­plicable to the making of adjustments of
        the number of shares of Common Stock for which this Warrant is exercisable
        and
        the Warrant Price then in effect provided for in this Section 4:

       

      (i)           Computation
        of Consideration.  To the extent that any Additional Shares of
        Common Stock shall be issued for cash consideration, the consideration received
        by the Issuer therefor shall be the amount of the cash received by the Issuer
        therefor, or, if such Additional Shares of Common Stock are offered by the
        Issuer for subscription, the subscription price, or, if such Additional Shares
        of Common Stock are sold to underwriters or dealers for public offering without
        a subscription offering, the initial public offering price (in any such case
        subtracting any amounts paid or receivable for accrued interest or accrued
        dividends and without taking into account any compensation, discounts or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof).  In connection
        with any merger or consolidation in which the Issuer is the surviving
        corporation (other than any consolidation or merger in which the previously
        outstanding shares of Common Stock of the Issuer shall be changed to or
        exchanged for the stock or other securities of another corporation), the
        amount
        of consideration therefore shall be, deemed to be the fair value, as determined
        reasonably and in good faith by the Board, of such portion of the assets
        and
        business of the nonsurviving corporation as the Board may determine to be
        attributable to such Additional Shares of Common Stock.  The
        consideration for any Additional Shares of Common Stock issuable pursuant
        to any
        Convertible Securities or warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        Convertible Securities or warrants or other rights plus the additional
        con­sideration payable to the Issuer upon exercise of such warrants or other
        rights.  In the event of any consolidation or merger of the Issuer in
        which the Issuer is not the surviving corporation or in which the previously
        outstanding shares of Common Stock of the Issuer shall be changed into or
        exchanged for the stock or other securities of another corporation, or in
        the
        event of any sale of all or substantially all of the assets of the Issuer
        for
        stock or other securities of any corporation, the Issuer shall be deemed
        to have
        issued a number of shares of its Common Stock for stock or securities or
        other
        property of the other corporation computed on the basis of the actual exchange
        ratio on which the transaction was predicated, and for a consideration equal
        to
        the fair market value on the date of such transaction of all such stock or
        securities or other property of the other corporation.  In the event
        any consideration received by the Issuer for any securities consists of property
        other than cash, the fair market value thereof at the time of issuance or
        as
        otherwise applicable shall be as determined in good faith by the
        Board.  In the event Common Stock is issued with other shares or
        securities or other assets of the Issuer for consideration which covers both,
        the consideration computed as provided in this Section 4(f)(i) shall be
        allocated among such securities and assets as determined in good faith by
        the
        Board.

       

      (ii)           When
        Adjustments to Be Made.  The adjustments required by this Section
        4 shall be made whenever and as often as any specified event requiring an
        adjustment shall occur, except that any adjustment of the number of shares
        of
        Common Stock for which this Warrant is exercisable that would otherwise be
        required may be postponed (except in the case of a subdivision or combination
        of
        shares of the Common Stock, as provided for in Section 4(b)) up to, but not
        beyond the date of exercise if such adjustment either by itself or with other
        adjustments not previously made adds or subtracts less than one percent (1%)
        of
        the shares of Common Stock for which this Warrant is exercisable immediately
        prior to the making of such adjustment.  Any adjustment representing a
        change of less than such minimum amount (except as aforesaid) which is postponed
        shall be carried forward and made as soon as such adjustment, together with
        other adjustments required by this Section 4 and not previously made, would
        result in a minimum adjustment or on the date of exercise.  For the
        purpose of any adjustment, any specified event shall be deemed to have occurred
        at the close of business on the date of its occurrence.

       

      (iii)           Fractional
        Interests.  In computing ad­justments under this Section 4,
        fractional interests in Common Stock shall be taken into account to the
        near­est one one-hundredth (1/100th) of a
        share.

       

      (iv)           When
        Adjustment Not Required.  If the Issuer shall take a record of the
        holders of its Common Stock for the purpose of entitling them to receive
        a
        dividend or distribution or subscription or purchase rights and shall,
        thereafter and before the distribution to stockholders thereof, legally abandon
        its plan to pay or deliver such dividend, distribution, subscription or purchase
        rights, then thereafter no adjustment shall be required by reason of the
        taking
        of such record and any such adjustment previously made in respect thereof
        shall
        be rescinded and annulled.

       

      (g)           Form
        of Warrant after Adjustments.  The form of this Warrant need not
        be changed because of any adjustments in the Warrant Price or the number
        and
        kind of Securities purchasable upon the exercise of this Warrant.

       

      (h)           Escrow
        of Warrant Stock.  If after any property becomes distributable
        pursuant to this Section 4 by reason of the taking of any record of the holders
        of Common Stock, but prior to the occurrence of the event for which such
        record
        is taken, and the Holder exer­cises this Warrant, any shares of Common Stock
        issuable upon exercise by reason of such adjustment shall be deemed the last
        shares of Common Stock for which this Warrant is exercised (notwithstanding
        any
        other provision to the contrary herein) and such shares or other property
        shall
        be held in escrow for the Holder by the Issuer to be issued to the Holder
        upon
        and to the extent that the event actually takes place, upon payment of the
        current Warrant Price.  Notwithstanding any other provision to the
        contrary herein, if the event for which such record was taken fails to occur
        or
        is rescinded, then such escrowed shares shall be cancelled by the Issuer
        and
        escrowed property returned.

       

      (i)           Notwithstanding
        any other provision set forth in this Section 4, no adjustment to the Warrant
        Price shall be required because of any issuance or sale of Additional Shares
        of
        Common Stock or Common Stock Equivalents upon conversion of the preferred
        stock
        or the exercise of warrants and/or options in connection with the
        Plan.

       

      5.           Notice
        of Adjustments.  Whenever the Warrant Price or Warrant Share
        Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
        Section 5, each an “adjustment”), the Issuer shall cause its Chief Financial
        Officer to prepare and execute a certificate setting forth, in reasonable
        detail, the event requiring the adjustment, the amount of the adjustment,
        the
        method by which such adjustment was calculated (including a description of
        the
        basis on which the Board made any determination hereunder), and the Warrant
        Price and Warrant Share Number after giving effect to such adjustment, and
        shall
        cause copies of such certificate to be delivered to the Holder of this Warrant
        promptly after each adjustment.  Any dispute between the Issuer and
        the Holder of this Warrant with respect to the matters set forth in such
        certificate may at the option of the Holder of this Warrant be submitted
        to one
        of the national accounting firms currently known as the “big four” selected by
        the Holder, provided that the Issuer shall have ten (10) days after
        receipt of notice from such Holder of its selection of such firm to object
        thereto, in which case such Holder shall select another such firm and the
        Issuer
        shall have no such right of objection unless the Issuer identifies a valid
        conflict of interest for such firm with any of the parties.  The firm
        selected by the Holder of this Warrant as provided in the preceding sentence
        shall be instructed to deliver a written opinion as to such matters to the
        Issuer and such Holder within thirty (30) days after submission to it of
        such
        dispute.  Such opinion shall be final and binding on the parties
        hereto.  The costs and expenses of such accounting firm shall be paid
        equally by the Company and the Holder.

       

      6.           Fractional
        Shares.  No fractional shares of Warrant Stock will be issued in
        connection with any exercise hereof, but in lieu of such fractional shares,
        the
        Issuer shall make a cash payment therefor equal in amount to the product
        of the
        applicable fraction multiplied by the Per Share Market Value then in
        effect.

       

      7.           Ownership
        Cap and Certain Exercise Restrictions.

       

      (a)           Notwithstanding
        anything to the contrary set forth in this Warrant, at no time may a Holder
        of
        this Warrant exercise this Warrant if the number of shares of Common Stock
        to be
        issued pursuant to such exercise would exceed, when aggregated with all other
        shares of Common Stock owned by such Holder at such time, the number of shares
        of Common Stock which would result in such Holder beneficially owning (as
        determined in accordance with Section 13(d) of the Exchange Act and the rules
        thereunder) in excess of 4.999% of the then issued and outstanding shares
        of
        Common Stock; provided, however, that upon a holder of this
        Warrant providing the Issuer with sixty-one (61) days notice (pursuant to
        Section 13 hereof) (the “Waiver Notice”) that such Holder would like to
        waive this Section 7(a) with regard to any or all shares of Common Stock
        issuable upon exercise of this Warrant, this Section 7(a) will be of no force
        or
        effect with regard to all or a portion of the Warrant referenced in the Waiver
        Notice; provided, further, that this provision shall be of no
        further force or effect (i) during the sixty-one (61) days immediately preceding
        the expiration of the term of this Warrant, (ii) upon the Holder’s receipt of a
        Call Notice (as defined in Section 8 hereof), or (iii) upon the issuance
        of
        Common Stock pursuant to the exercise of this Warrant in connection with
        the
        Plan.

       

      (b)           The
        Holder may not exercise the Warrant hereunder to the extent such exercise
        would
        result in the Holder beneficially owning (as determined in accordance with
        Section 13(d) of the Exchange Act and the rules thereunder) in excess of
        9.999%
        of the then issued and outstanding shares of Common Stock, including shares
        issuable upon exercise of the Warrant held by the Holder after application
        of
        this Section; provided, however, that upon a holder of this
        Warrant providing the Company with a Waiver Notice that such holder would
        like
        to waive this Section 7(b) with regard to any or all shares of Common Stock
        issuable upon exercise of this Warrant, this Section 7(b) shall be of no
        force
        or effect with regard to those shares of Warrant Stock referenced in the
        Waiver
        Notice; provided, further, that this provision shall be of no
        further force or effect (i) during the sixty-one (61) days immediately preceding
        the expiration of the term of this Warrant, (ii) upon the Holder’s receipt of a
        Call Notice, or (iii) upon the issuance of Common Stock pursuant to the exercise
        of this Warrant in connection with the Plan.

       

      8.           Call.  Notwithstanding
        anything herein to the contrary, commencing twelve (12) months following
        the
        effective date of a registration statement under the Securities Act providing
        for the resale of the Warrant Stock and the shares of Common Stock issuable
        upon
        conversion of the Issuer’s Series A Preferred Stock issued pursuant to the
        Purchase Agreement (the “Registration Statement”), the Issuer, at its
        option, may call up to one hundred percent (100%) of this Warrant if the
        Per
        Share Market Value of the Common Stock has been greater than $3.00 (as may
        be
        adjusted for any stock splits or combinations of the Common Stock) for a
        period
        of twenty (20) consecutive Trading Days immediately prior to the date of
        delivery of the Call Notice (a “Call Notice Period”) by providing the
        Holder of this Warrant written notice pursuant to Section 13 (the “Call
        Notice”); provided, that (a) the Registration Statement is
        then in effect and has been effective, without lapse or suspension of any
        kind,
        for a period of 60 consecutive calendar days, (b) trading in the Common Stock
        shall not have been suspended by the Securities and Exchange Commission or
        the
        OTC Bulletin Board and (c) the Issuer is in material compliance with the
        terms
        and conditions of this Warrant and the other Transaction Documents (as defined
        in the Purchase Agreement); provided, further, that the
        Registration Statement is in effect from the date of delivery of the Call
        Notice
        until the date which is the later of (i) the date the Holder exercises the
        Warrant pursuant to the Call Notice and (ii) the 20th day after
        the
        Holder receives the Call Notice (the “Early Termination
        Date”).  The rights and privileges granted pursuant to this
        Warrant with respect to the shares of Warrant Stock subject to the Call Notice
        (the “Called Warrant Shares”) shall expire on the Early Termination Date
        if this Warrant is not exercised with respect to such Called Warrant Shares
        prior to such Early Termination Date.  In the event this Warrant is
        not exercised with respect to the Called Warrant Shares, the Issuer shall
        remit
        to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a
        new
        Warrant representing the number of shares of Warrant Stock, if any, which
        shall
        not have been subject to the Call Notice upon the Holder tendering to the
        Issuer
        the applicable Warrant certificate.

       

      9.           Definitions.  For
        the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock” means all shares of Common Stock issued by the
        Issuer after the original issue date, and all shares of Other Common, if
        any,
        issued by the Issuer after the original issue date, except:  (i)
        securities issued (other than for cash) in connection with a merger,
        acquisition, or consolidation, (ii) securities issued pursuant to a bona
        fide
        firm underwritten public offering of the Issuer’s securities, (iii) securities
        issued pursuant to the conversion or exercise of convertible or excercisable
        securities issued or outstanding on or prior to the original issue date or
        issued pursuant to the Purchase Agreement, (iv) the Warrant Stock, (v)
        securities issued in connection with strategic alliances or other partnering
        arrangements so long as such issuances are not for the purpose of raising
        capital, (vi) Common Stock issued or options to purchase Common Stock granted
        or
        issued pursuant to the Issuer’s stock option plans and employee stock purchase
        plans as they now exist, (vii) any warrants issued to the placement agent
        for
        the transactions contemplated by the Purchase Agreement, and (viii) the payment
        of any dividend on the Series A Convertible Preferred Stock of the
        Issuer.

       

      “Articles
        of Incorporation” means the Articles of Incorporation of the Issuer as in
        effect on the Original Issue Date, and as hereafter from time to time amended,
        modified, supplemented or restated in accordance with the terms hereof and
        thereof and pursuant to applicable law.

       

      “Board”
        shall mean the Board of Directors of the Issuer.

       

      “Capital
        Stock” means and includes (i) any and all shares, interests, participations
        or other equivalents of or interests in (however designated) corporate stock,
        including, without limitation, shares of preferred or preference stock, (ii)
        all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Common
        Stock” means the Common Stock, par value $.01 per share, of the Issuer and
        any other Capital Stock into which such stock may hereafter be
        changed.

       

      “Common
        Stock Equivalent” means any Convertible Security or warrant, option or other
        right to subscribe for or purchase any Additional Shares of Common Stock
        or any
        Convertible Security.

       

      “Convertible
        Securities” means evidences of Indebtedness, shares of Capital Stock or
        other Securities which are or may be at any time convertible into or
        exchangeable for Additional Shares of Common Stock.  The term
“Convertible Security” means one of the Convertible Securities.

       

      “Final
        Plan Date” shall mean the date that is six months and twelve days after the
        Plan Closing Date.

       

      “Governmental
        Authority” means any governmental, regulatory or self-regulatory entity,
        department, body, official, authority, commission, board, agency or
        instrumentality, whether federal, state or local, and whether domestic or
        foreign.

       

      “Holders”
        mean the Persons who shall from time to time own any Warrant.  The
        term “Holder” means one of the Holders.

       

      “Independent
        Appraiser” means a nationally recognized or major regional investment
        banking firm or firm of independent certified public accountants of recognized
        standing (which may be the firm that regularly examines the financial statements
        of the Issuer) that is regularly engaged in the business of appraising the
        Capital Stock or assets of corporations or other entities as going concerns,
        and
        which is not affiliated with either the Issuer or the Holder of any
        Warrant.

       

      “Issuer”
        means Chembio Diagnostics, Inc., a Nevada corporation, and its
        successors.

       

      “Majority
        Holders” means at any time the Holders of Warrants exercisable for a
        majority of the shares of Warrant Stock issuable under the Warrants at the
        time
        outstanding.

       

      “Original
        Issue Date” means May 5, 2004.

       

      “OTC
        Bulletin Board” means the over-the-counter electronic bulletin
        board.

       

      “Other
        Common” means any other Capital Stock of the Issuer of any class which shall
        be authorized at any time after the date of this Warrant (other than Common
        Stock) and which shall have the right to participate in the distribution
        of
        earnings and assets of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock” means, at any given time, the aggregate amount of outstanding
        shares of Common Stock, assuming full exercise, conversion or exchange (as
        applicable) of all options, warrants and other Securities which are convertible
        into or exercisable or exchangeable for, and any right to subscribe for,
        shares
        of Common Stock that are outstanding at such time.

       

      “Person”
        means an individual, corporation, limited liability company, partnership,
        joint
        stock company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value” means on any particular date (a) the closing bid price
        for a share of Common Stock in the over-the-counter market, as reported by
        the
        OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar
        organization or agency succeeding to its functions of reporting prices) at
        the
        close of business on such date, or (b) if the Common Stock is not then reported
        by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or
        similar organization or agency succeeding to its functions of reporting prices),
        then the average of the “Pink Sheet” quotes for the relevant determination
        period, or (c) if the Common Stock is not then publicly traded the fair market
        value of a share of Common Stock as determined by the Board in good faith;
        provided, however, that the Majority Holders, after receipt of the
        determination by the Board, shall have the right to select, jointly with
        the
        Issuer, an Independent Appraiser, in which case, the fair market value shall
        be
        the determination by such Independent Appraiser; and provided,
further that all determinations of the Per Share Market Value shall
        be
        appropriately adjusted for any stock dividends, stock splits or other similar
        transactions during such period.  The determination of fair market
        value shall be based upon the fair market value of the Issuer determined
        on a
        going concern basis as between a willing buyer and a willing seller and taking
        into account all relevant factors determinative of value, and shall be final
        and
        binding on all parties.  In determining the fair market value of any
        shares of Common Stock, no consideration shall be given to any restrictions
        on
        transfer of the Common Stock imposed by agreement or by federal or state
        securities laws, or to the existence or absence of, or any limitations on,
        voting rights.

       

      “Plan”
        shall mean any action the Company takes, with any required approval of the
        holders thereof, on or before the Final Plan Date as contemplated by the
        Plan
        Summary and accompanying materials provided to holders on December 4, 2007,
        in
        connection with the reduction or other modification of terms of the Company's
        then-outstanding preferred stock, warrants and options, including, but not
        limited to, actions the Company takes to (i) facilitate the conversion of
        the
        Series A, B and C Convertible Preferred Stock; (ii) reduce the exercise price
        of
        any of the Company's outstanding warrants or options; (iii) offer the holders
        of
        the Company's warrants and options the opportunity to exercise such warrants
        and
        options on a cash and/or cashless basis; and (iv) make other amendments to
        the
        documents governing these securities to effect these modifications, and to
        facilitate the conversion and exercise of these securities.

       

      “Plan
        Closing
        Date”
shall
        be
        December 19, 2007.

       

      “Purchase
        Agreement” means the Series A Convertible Preferred Stock and Warrant
        Purchase Agreement dated as of May 5, 2004 among the Issuer and the investors
        a
        party thereto.

       

      “Securities”
        means any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security.  “Security” means one of the Securities.

       

      “Securities
        Act” means the Securities Act of 1933, as amended, or any similar federal
        statute then in effect.

       

      “Subsidiary”
        means any corporation at least 50% of whose outstanding Voting Stock shall
        at
        the time be owned directly or indirectly by the Issuer or by one or more
        of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
        has the meaning specified in Section 1 hereof.

       

      “Trading
        Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin
        Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board,
        a day
        on which the Common Stock is quoted in the over-the-counter market as reported
        by the National Quotation Bureau Incorporated (or any similar organization
        or
        agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or
        quoted
        as set forth in (a) or (b) hereof, then Trading Day shall mean any day except
        Saturday, Sunday and any day which shall be a legal holiday or a day on which
        banking institutions in the State of New York are authorized or required
        by law
        or other government action to close.

       

      “Voting
        Stock” means, as applied to the Capital Stock of any corporation, Capital
        Stock of any class or classes (however designated) having ordinary voting
        power
        for the election of a majority of the members of the Board of Directors (or
        other governing body) of such corporation, other than Capital Stock having
        such
        power only by reason of the happening of a contingency.

       

      “Warrant
        Price” shall be as follows, except as may be adjusted from time to time as
        shall result from the adjustments specified in this Warrant, including Section
        4
        hereto:

       

      
        	
                 

              	
                (i)

              	
                For
                  the period 4:01p.m. eastern time ET through 9:59p.m. ET on the
                  Plan
                  Closing Date, $0.40 per share for all or any portion of this Warrant
                  exercised for cash;

              


      

       

      
        	
                 

              	
                (ii)

              	
                For
                  the period 4:01p.m. ET through 9:59p.m. ET on the Plan Closing
                  Date, $0.45
                  per share for all or any portion of this Warrant exercised through
                  a
                  Cashless Exercise;

              


      

       

      
        	
                 

              	
                (iii)

              	
                For
                  the period beginning 10:00p.m. ET on the Plan Closing Date through
                  9:59p.m. ET on the Final Plan Date, $0.45 for all or any part of
                  this
                  Warrant exercised by a Holder who exercised at least 10% of all
                  of such
                  Holder’s warrants and options for cash at the Plan Closing
                  Date;

              


      

       

      
        	
                 

              	
                (iv)

              	
                For
                  the period beginning 10:00p.m. ET on the Plan Closing Date, $0.90
                  per
                  share for any Holder that did not exercise at least 10% of all
                  of such
                  Holder’s warrants and options for cash at an exercise price of $0.40 per
                  share at the Plan Closing Date; and

              


      

       

      
        	
                 

              	
                (v)

              	
                For
                  the period beginning 10:00p.m. ET on the Final Plan Date, $0.90
                  per share
                  for all or any portion of this Warrant that has not been exercised
                  on or
                  before 9:59p.m. ET on the Final Plan
                  Date.

              


      

       

       

      “Warrant
        Share Number” means at any time the aggregate number of shares of Warrant
        Stock which may at such time be purchased upon exercise of this Warrant,
        after
        giving effect to all prior adjustments and increases to such number made
        or
        required to be made under the terms hereof.

       

      “Warrant
        Stock” means Common Stock issuable upon exercise of any Warrant or Warrants
        or otherwise issuable pursuant to any Warrant or Warrants.

       

      “Warrants”
        means the Warrants issued and sold pursuant to the Purchase Agreement,
        including, without limitation, this Warrant, and any other warrants of like
        tenor issued in substitution or exchange for any thereof pursuant to the
        provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such other
        Warrants.

       

      10.           Other
        Notices.  In case at any time:

       

      (a)           the
        Issuer shall make any distributions to the holders of Common Stock;
        or

       

      (b)           the
        Issuer shall authorize the granting to all holders of its Common Stock of
        rights
        to subscribe for or purchase any shares of Capital Stock of any class or
        other
        rights; or

       

      (c)           there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      (d)           there
        shall be any capital reorganization by the Issuer; or

       

      (e)           there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      (f)           there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Common Stock; then, in each of such cases, the Issuer shall give written
        notice to the Holder of the date on which (i) the books of the Issuer shall
        close or a record shall be taken for such dividend, distribution or subscription
        rights or (ii) such reorganization, reclassification, consolidation, merger,
        disposition, dissolution, liquidation or winding-up, as the case may be,
        shall
        take place.  Such notice also shall specify the date as of which the
        holders of Common Stock of record shall participate in such dividend,
        distribution or subscription rights, or shall be entitled to exchange their
        certificates for Common Stock for securities or other property deliverable
        upon
        such reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be.  Such
        notice shall be given at least twenty (20) days prior to the record date
        or
        effective date for the event specified in such notice.

       

      11.           Amendment
        and Waiver.  Any term, covenant, agreement or condition in this
        Warrant may be amended, or compliance therewith may be waived (either generally
        or in a particular instance and either retroactively or prospectively), by
        a
        written instrument or written instruments executed by the Issuer and the
        Majority Holders; provided, however, that no such amendment or
        waiver shall reduce the Warrant Share Number, increase the Warrant Price,
        shorten the period during which this Warrant may be exercised or modify any
        provision of this Section 11 without the consent of the Holder of this
        Warrant.

       

      12.           Governing
        Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
        ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
        TO
        PRINCIPLES OF CONFLICTS OF LAW.

       

      13.           Notices.  Any
        and all notices or other communications or deliveries required or permitted
        to
        be provided hereunder shall be in writing and shall be deemed given and
        effective on the earlier of (i) the date of transmission, if such notice
        or
        communication is delivered via facsimile at the facsimile telephone number
        specified for notice prior to 5:00 p.m., eastern time, on a Trading Day,
        (ii)
        the Trading Day after the date of transmission, if such notice or communication
        is delivered via facsimile at the facsimile telephone number specified for
        notice later than 5:00 p.m., eastern time, on any date and earlier than 11:59
        p.m., eastern time, on such date, or (iii) actual receipt by the party to
        whom
        such notice is required to be given.  The addresses for such
        communications shall be with respect to the Holder of this Warrant or of
        Warrant
        Stock issued pursuant hereto, addressed to such Holder at its last known
        address
        or facsimile number appearing on the books of the Issuer maintained for such
        purposes, or with respect to the Issuer, addressed to:

       

      Chembio
        Diagnostics, Inc.

      3661
        Horseblock Road

      Medford,
        NY 11763

      Attention:  Lawrence
        A. Siebert, President

      Tel.
        No.:  (631) 924-1135

      Fax
        No.:  (631) 924-6033

       

      Copies
        of
        notices to the Issuer shall be sent to Patton Boggs LLP, 1801 California
        Street,
        Suite 4900, Denver, CO 80202, Attention:  Alan Talesnick, Tel.
        No.:  (303) 830-1776, Fax No.:  (303)
        894-9239.  Copies of notices to the Holder shall be sent to Jenkens
& Gilchrist Parker Chapin LLP, 405 Lexington Avenue, New York, New York
        10174, Attention:  Christopher S. Auguste,  Facsimile
        No.:  (212) 704-6288.  Any party hereto may from time to
        time change its address for notices by giving at least ten (10) days written
        notice of such changed address to the other party hereto.

       

      14.           Warrant
        Agent.  The Issuer may, by written notice to each Holder of this
        Warrant, appoint an agent for the purpose of issuing shares of Warrant Stock
        on
        the exercise of this Warrant pursuant to subsection (b) of Section 2 hereof,
        exchanging this Warrant pursuant to subsection (d) of Section 2 hereof or
        replacing this Warrant pursuant to subsection (d) of Section 3 hereof, or
        any of
        the foregoing, and thereafter any such issuance, exchange or replacement,
        as the
        case may be, shall be made at such office by such agent.

       

      15.           Remedies.  The
        Issuer stipulates that the remedies at law of the Holder of this Warrant
        in the
        event of any default or threatened default by the Issuer in the performance
        of
        or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      16.           Successors
        and Assigns.  This Warrant and the rights evidenced hereby shall
        inure to the benefit of and be binding upon the successors and assigns of
        the
        Issuer, the Holder hereof and (to the extent provided herein) the Holders
        of
        Warrant Stock issued pursuant hereto, and shall be enforceable by any such
        Holder or Holder of Warrant Stock.

       

      17.           Modification
        and Severability.  If, in any action before any court or agency
        legally empowered to enforce any provision contained herein, any provision
        hereof is found to be unenforceable, then such provision shall be deemed
        modified to the extent necessary to make it enforceable by such court or
        agency.  If any such provision is not enforceable as set forth in the
        preceding sentence, the unenforceability of such provision shall not affect
        the
        other provisions of this Warrant, but this Warrant shall be construed as
        if such
        unenforceable provision had never been contained herein.

       

      18.           Headings.  The
        headings of the Sections of this Warrant are for convenience of reference
        only
        and shall not, for any purpose, be deemed a part of this Warrant.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and year
        first above written.

      


      


      CHEMBIO
        DIAGNOSTICS, INC.

      


      


      By:                                                                

      Name:                      Lawrence
        A. Siebert

      Title:                      President


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                No.:  _____________

              	
                Number
                  of Shares:  _____________

              
	
                Original
                  Date of Issuance:  May 5,
                  2009

              	
                Reissuance
                  Date:  December 19,
                  2007

              


      

      


       

      EXERCISE
        FORM

      


      CHEMBIO
        DIAGNOSTICS, INC.

      


      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of Chembio Diagnostics,
        Inc. covered by the within Warrant.

      


      Dated:  _________________

      Signature

      ___________________________

      


      Address

      _____________________

      _____________________

      


      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of
        Exercise:  _________________________

      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the said
        Warrant on the books of the within named corporation.

      


      Dated:  _________________

      Signature

      ___________________________

      


      Address

      _____________________

      _____________________

      


       

      
        	
                No.:  _____________

              	
                Number
                  of Shares:  _____________

              
	
                Original
                  Date of Issuance:  May 5,
                  2009

              	
                Reissuance
                  Date:  December 19,
                  2007

              


      

       

      PARTIAL
        ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      


      Dated:  _________________

      Signature

      ___________________________

      


      Address

      _____________________

      _____________________

      


      FOR
        USE
        BY THE ISSUER ONLY:

      


      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.