ex4_9.htm


    
      

    

    
      

    

    
      Exhibit
        4.9

      EXHIBIT
        C

      


      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM,
        OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
        EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT,
        THE
        SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
        COMPANY.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF
        THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
        OR
        OTHER LOAN SECURED BY SUCH SECURITIES.

      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        Purchase__________ Shares of Common Stock of

      


      CHEMBIO
        DIAGNOSTICS, INC.

      


      


      
        	
                Original
                  Date of Issuance:  ___________

              	
                Reissuance
                  Date:  December 19, 2007

              
	
                Warrant
                  No.:  _______________

              	
                Expires:  ____________

              


      

      


      


      THIS
        COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
        received, ___________________ (the “Holder”), is entitled, upon the terms
        and subject to the limitations on exercise and the conditions hereinafter
        set
        forth, at any time on or after the original date of issuance (the “Initial
        Exercise Date”) and on or prior to the close of business on the fifth
        anniversary of the Initial Exercise Date (the “Termination Date”) but not
        thereafter, to subscribe for and purchase from Chembio Diagnostics, Inc.,
        a
        Nevada corporation (the “Company”), up to ______________ (______________)
        shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share,
        of the Company (the “Common Stock”).  The purchase price of one
        share of Common Stock under this Warrant shall be equal to the Exercise Price,
        as defined in Section 2(b).

      


      Section
        1.                                Definitions.  Capitalized
        terms used and not otherwise defined herein shall have the meanings set forth
        in
        that certain Securities Purchase Agreement (the “Purchase Agreement”),
        dated January 26, 2005, among the Company and the purchasers
        signatory thereto.

      


      Section
        2.                                Exercise.

       

      (a)           Exercise
        of Warrant.  Exercise of the purchase rights represented by this
        Warrant may be made, in whole or in part, at any time or times on or after
        the
        Initial Exercise Date and on or before the Termination Date by delivery to
        the
        Company of a duly executed facsimile copy of the Notice of Exercise Form
        annexed
        hereto (or such other office or agency of the Company as it may designate
        by
        notice in writing to the registered Holder at the address of such Holder
        appearing on the books of the Company); provided, however, within
        5 Trading Days of the date said Notice of Exercise is delivered to the Company,
        the Holder shall have surrendered this Warrant to the Company and the Company
        shall have received payment of the aggregate Exercise Price of the shares
        thereby purchased by wire transfer or cashier’s check drawn on a United States
        bank.  If the Holder is Crestview Capital Master, LLC or any Affiliate
        thereof, then such Holder shall give the Company 5 Trading Days advance notice
        of any such exercise for the purpose of enabling the Company to notify other
        holders of Warrants of such intended exercise.  If the Holder or its
        predecessor in interest received this Warrant as a result of the exercise
        of its
        rights to exchange securities purchased in connection with the Company’s
        issuance and sale of Series A Preferred Stock, then this Warrant shall not
        be
        exercisable until and unless the Holder has received notice of Crestview’s
        exercise pursuant to the previous sentence.  The restrictions of the
        foregoing two sentences shall not apply to any other category of
        Holder.

       

      (b)           Exercise
        Price.  The exercise price of the Common Stock under this Warrant
        shall be as follows, subject to adjustment hereunder (the “Exercise
        Price”):

       

      (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, $0.61 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, $0.61 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.

       

      (c)           Cashless
        Exercise. 

       

      (i)           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.

       

      (ii)           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(c)(i) 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.

       

      (iii)           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(c)(i) 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. 

       

      (iv)           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(c)(i) above until April 1,
        2008.

       

      d)           Exercise
        Limitations.

       

      (i)           Holder’s
        Restrictions.  The Holder shall not have the right to exercise any
        portion of this Warrant, pursuant to Section 2(c) or otherwise, to the extent
        that after giving effect to such issuance after exercise, the Holder (together
        with the Holder’s affiliates), as set forth on the applicable Notice of
        Exercise, would beneficially own in excess of 4.99% of the number of shares
        of
        the Common Stock outstanding immediately after giving effect to such
        issuance.  For purposes of the foregoing sentence, the number of
        shares of Common Stock beneficially owned by the Holder and its affiliates
        shall
        include the number of shares of Common Stock issuable upon exercise of this
        Warrant with respect to which the determination of such sentence is being
        made,
        but shall exclude the number of shares of Common Stock which would be issuable
        upon (A) exercise of the remaining, nonexercised portion of this Warrant
        beneficially owned by the Holder or any of its affiliates and (B) exercise
        or
        conversion of the unexercised or nonconverted portion of any other securities
        of
        the Company (including, without limitation, any other shares of Preferred
        Stock
        or Warrants) subject to a limitation on conversion or exercise analogous
        to the
        limitation contained herein beneficially owned by the Holder or any of its
        affiliates.  Except as set forth in the preceding sentence, for
        purposes of this Section 2(d), beneficial ownership shall be calculated in
        accordance with Section 13(d) of the Exchange Act, it being acknowledged
        by
        Holder that the Company is not representing to Holder that such calculation
        is
        in compliance with Section 13(d) of the Exchange Act and Holder is solely
        responsible for any schedules required to be filed in accordance
        therewith.  To the extent that the limitation contained in this
        Section 2(d) applies, the determination of whether this Warrant is exercisable
        (in relation to other securities owned by the Holder) and of which a portion
        of
        this Warrant is exercisable shall be in the sole discretion of such Holder,
        and
        the submission of a Notice of Exercise shall be deemed to be such Holder’s
        determination of whether this Warrant is exercisable (in relation to other
        securities owned by such Holder) and of which portion of this Warrant is
        exercisable, in each case subject to such aggregate percentage limitation,
        and
        the Company shall have no obligation to verify or confirm the accuracy of
        such
        determination.  For purposes of this Section 2(d), in determining the
        number of outstanding shares of Common Stock, the Holder may rely on the
        number
        of outstanding shares of Common Stock as reflected in (x) the Company’s most
        recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent
        public
        announcement by the Company or (z) any other notice by the Company or the
        Company’s Transfer Agent setting forth the number of shares of Common Stock
        outstanding.  Upon the written or oral request of the Holder, the
        Company shall within two Trading Days confirm orally and in writing to the
        Holder the number of shares of Common Stock then outstanding.  In any
        case, the number of outstanding shares of Common Stock shall be determined
        after
        giving effect to the conversion or exercise of securities of the Company,
        including this Warrant, by the Holder or its affiliates since the date as
        of
        which such number of outstanding shares of Common Stock was
        reported.  The provisions of this Section 2(d) may be waived by the
        Holder upon, at the election of the Holder, not less than 61 days’ prior notice
        to the Company, and the provisions of this Section 2(d) shall continue to
        apply
        until such 61st day (or such later date, as determined by the Holder, as
        may be
        specified in such notice of waiver).  Notwithstanding anything set
        forth in this Section 2(d), the 4.99% beneficial ownership restriction set
        forth
        in this Section 2(d) shall not apply to Common Stock issuable upon the exercise
        of Warrants in connection with the Plan.

       

      (e)           For
        purposes of this warrant, the term “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.

       

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

       

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

       

      (h)           Mechanics
        of Exercise.

       

      (i)           Authorization
        of Warrant Shares.  The Company covenants that all Warrant Shares
        which may be issued upon the exercise of the purchase rights represented
        by this
        Warrant will, upon exercise of the purchase rights represented by this Warrant,
        be duly authorized, validly issued, fully paid and nonassessable and free
        from
        all taxes, liens and charges in respect of the issue thereof (other than
        taxes
        in respect of any transfer occurring contemporaneously with such
        issue).

      


      (ii)           Delivery
        of Certificates Upon Exercise.  Certificates for shares purchased
        hereunder shall be transmitted by the transfer agent of the Company to the
        Holder by crediting the account of the Holder’s prime broker with the Depository
        Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
        system if the Company is a participant in such system, and otherwise by physical
        delivery to the address specified by the Holder in the Notice of Exercise
        within
        3 Trading Days from the delivery to the Company of the Notice of Exercise
        Form,
        surrender of this Warrant and payment of the aggregate Exercise Price as
        set
        forth above (“Warrant Share Delivery Date”).  This Warrant
        shall be deemed to have been exercised on the date the Exercise Price is
        received by the Company.  The Warrant Shares shall be deemed to have
        been issued, and Holder or any other person so designated to be named therein
        shall be deemed to have become a holder of record of such shares for all
        purposes, as of the date the Warrant has been exercised by payment to the
        Company of the Exercise Price and all taxes required to be paid by the Holder,
        if any, pursuant to Section 2(e)(vii) prior to the issuance of such shares,
        have
        been paid.

      


      (iii)           Delivery
        of New Warrants Upon Exercise.  If this Warrant shall have been
        exercised in part, the Company shall, at the time of delivery of the certificate
        or certificates representing Warrant Shares, deliver to Holder a new Warrant
        evidencing the rights of Holder to purchase the unpurchased Warrant Shares
        called for by this Warrant, which new Warrant shall in all other respects
        be
        identical with this Warrant.

      


      (iv)           Rescission
        Rights.  If the Company fails to cause its transfer agent to
        transmit to the Holder a certificate or certificates representing the Warrant
        Shares pursuant to this Section 2(e)(iv) by the Warrant Share Delivery Date,
        then the Holder will have the right to rescind such exercise.

      


      (v)           Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.  In addition to any other rights available to the
        Holder, if the Company fails to cause its transfer agent to transmit to the
        Holder a certificate or certificates representing the Warrant Shares pursuant
        to
        an exercise on or before the Warrant Share Delivery Date, and if after such
        date
        the Holder is required by its broker to purchase (in an open market transaction
        or otherwise) shares of Common Stock to deliver in satisfaction of a sale
        by the
        Holder of the Warrant Shares which the Holder anticipated receiving upon
        such
        exercise (a “Buy-In”), then the Company shall (1) pay in cash to the
        Holder the amount by which (x) the Holder’s total purchase price (including
        brokerage commissions, if any) for the shares of Common Stock so purchased
        exceeds (y) the amount obtained by multiplying (A) the number of Warrant
        Shares
        that the Company was required to deliver to the Holder in connection with
        the
        exercise at issue times (B) the price at which the sell order giving rise
        to
        such purchase obligation was executed, and (2) at the option of the Holder,
        either reinstate the portion of the Warrant and equivalent number of Warrant
        Shares for which such exercise was not honored or deliver to the Holder the
        number of shares of Common Stock that would have been issued had the Company
        timely complied with its exercise and delivery obligations
        hereunder.  For example, if the Holder purchases Common Stock having a
        total purchase price of $11,000 to cover a Buy-In with respect to an attempted
        exercise of shares of Common Stock with an aggregate sale price giving rise
        to
        such purchase obligation of $10,000, under clause (1) of the immediately
        preceding sentence the Company shall be required to pay the Holder
        $1,000.  The Holder shall provide the Company written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Company.  Nothing herein shall limit a Holder’s right to pursue any
        other remedies available to it hereunder, at law or in equity including,
        without
        limitation, a decree of specific performance and/or injunctive relief with
        respect to the Company’s failure to timely deliver certificates representing
        shares of Common Stock upon exercise of the Warrant as required pursuant
        to the
        terms hereof.

      


      (vi)           No
        Fractional Shares or Scrip.  No fractional shares or scrip
        representing fractional shares shall be issued upon the exercise of this
        Warrant.  As to any fraction of a share which Holder would otherwise
        be entitled to purchase upon such exercise, the Company shall pay a cash
        adjustment in respect of such final fraction in an amount equal to such fraction
        multiplied by the Exercise Price.

      


      (vii)           Charges,
        Taxes and Expenses.  Issuance of certificates for Warrant Shares
        shall be made without charge to the Holder for any issue or transfer tax
        or
        other incidental expense in respect of the issuance of such certificate,
        all of
        which taxes and expenses shall be paid by the Company, and such certificates
        shall be issued in the name of the Holder or in such name or names as may
        be
        directed by the Holder; provided, however, that in the event
        certificates for Warrant Shares are to be issued in a name other than the
        name
        of the Holder, this Warrant when surrendered for exercise shall be accompanied
        by the Assignment Form attached hereto duly executed by the Holder; and the
        Company may require, as a condition thereto, the payment of a sum sufficient
        to
        reimburse it for any transfer tax incidental thereto.

      


      (viii)                      Closing
        of Books.  The Company will not close its stockholder books or
        records in any manner which prevents the timely exercise of this Warrant,
        pursuant to the terms hereof.

      


      Section
        3.                                Certain
        Adjustments.

       

      (a)           Stock
        Dividends and Splits.  If the Company, at any time while this
        Warrant is outstanding:  (A) pays a stock dividend or otherwise make a
        distribution or distributions on shares of its Common Stock or any other
        equity
        or equity equivalent securities payable in shares of Common Stock (which,
        for
        avoidance of doubt, shall not include any shares of Common Stock issued by
        the
        Company pursuant to this Warrant, the Company’s Series A Convertible Preferred
        Stock or the Company’s Series B Convertible Preferred Stock), (B) subdivides
        outstanding shares of Common Stock into a larger number of shares, (C) combines
        (including by way of reverse stock split) outstanding shares of Common Stock
        into a smaller number of shares, or (D) issues by reclassification of shares
        of
        the Common Stock any shares of capital stock of the Company, then in each
        case
        the Exercise Price shall be multiplied by a fraction of which the numerator
        shall be the number of shares of Common Stock (excluding treasury shares,
        if
        any) outstanding before such event and of which the denominator shall be
        the
        number of shares of Common Stock outstanding after such event and the number
        of
        shares issuable upon exercise of this Warrant shall be proportionately
        adjusted.  Any adjustment made pursuant to this Section 3(a) shall
        become effective immediately after the record date for the determination
        of
        stockholders entitled to receive such dividend or distribution and shall
        become
        effective immediately after the effective date in the case of a subdivision,
        combination or re-classification.

      


      (b)           Subsequent
        Equity Sales.  If the Company or any Subsidiary thereof, as
        applicable, at any time while this Warrant is outstanding, shall offer, sell,
        grant any option to purchase or offer, sell or grant any right to reprice
        its
        securities, or otherwise dispose of or issue (or announce any offer, sale,
        grant
        or any option to purchase or other disposition) any Common Stock or Common
        Stock
        Equivalents entitling any Person to acquire shares of Common Stock, at an
        effective price per share less than the then Exercise Price (such lower price,
        the “Base Share Price” and such issuances collectively, a “Dilutive
        Issuance”), as adjusted hereunder (if the holder of the Common Stock or
        Common Stock Equivalents so issued shall at any time, whether by operation
        of
        purchase price adjustments, reset provisions, floating conversion, exercise
        or
        exchange prices or otherwise, or due to warrants, options or rights per share
        which is issued in connection with such issuance, be entitled to receive
        shares
        of Common Stock at an effective price per share which is less than the Exercise
        Price, such issuance shall be deemed to have occurred for less than the Exercise
        Price), then, the Exercise Price shall be reduced to equal the Base Share
        Price
        and the number of Warrant Shares issuable hereunder shall be increased such
        that
        the aggregate Exercise Price payable hereunder, after taking into account
        the
        decrease in the Exercise Price, shall be equal to the aggregate Exercise
        Price
        prior to such adjustment.  Such adjustment shall be made whenever such
        Common Stock or Common Stock Equivalents are issued.  The Company
        shall notify the Holder in writing, no later than the Trading Day following
        the
        issuance of any Common Stock or Common Stock Equivalents subject to this
        section, indicating therein the applicable issuance price, or of applicable
        reset price, exchange price, conversion price and other pricing terms (such
        notice the “Dilutive Issuance Notice”).  For purposes of
        clarification, whether or not the Company provides a Dilutive Issuance Notice
        pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance,
        after the date of such Dilutive Issuance the Holder is entitled to receive
        a
        number of Warrant Shares based upon the Base Share Price regardless of whether
        the Holder accurately refers to the Base Share Price in the Notice of
        Exercise.

      


      (c)           Pro
        Rata Distributions.  If the Company, at any time prior to the
        Termination Date, shall distribute to all holders of Common Stock (and not
        to
        Holders of the Warrants) evidences of its indebtedness or assets or rights
        or
        warrants to subscribe for or purchase any security other than the Common
        Stock
        (which shall be subject to Section 3(b)), then in each such case the Exercise
        Price shall be adjusted by multiplying the Exercise Price in effect immediately
        prior to the record date fixed for determination of stockholders entitled
        to
        receive such distribution by a fraction of which the denominator shall be
        the
        VWAP determined as of the record date mentioned above, and of which the
        numerator shall be such VWAP on such record date less the then per share
        fair
        market value at such record date of the portion of such assets or evidence
        of
        indebtedness so distributed applicable to one outstanding share of the Common
        Stock as determined by the Board of Directors in good faith.  In
        either case the adjustments shall be described in a statement provided to
        the
        Holders of the portion of assets or evidences of indebtedness so distributed
        or
        such subscription rights applicable to one share of Common
        Stock.  Such adjustment shall be made whenever any such distribution
        is made and shall become effective immediately after the record date mentioned
        above.

      


      (d)           Fundamental
        Transaction.  If, at any time while this Warrant is outstanding,
        (A) the Company effects any merger or consolidation of the Company with or
        into
        another Person, (B) the Company effects any sale of all or substantially
        all of
        its assets in one or a series of related transactions, (C) any tender offer
        or
        exchange offer (whether by the Company or another Person) is completed pursuant
        to which holders of Common Stock are permitted to tender or exchange their
        shares for other securities, cash or property, or (D) the Company effects
        any
        reclassification of the Common Stock or any compulsory share exchange pursuant
        to which the Common Stock is effectively converted into or exchanged for
        other
        securities, cash or property (in any such case, a “Fundamental
        Transaction”), then, upon any subsequent conversion of this Warrant, the
        Holder shall have the right to receive, for each Warrant Share that would
        have
        been issuable upon such exercise absent such Fundamental Transaction, at
        the
        option of the Holder, (a) upon exercise of this Warrant, the number of shares
        of
        Common Stock of the successor or acquiring corporation or of the Company,
        if it
        is the surviving corporation, and Alternate Consideration receivable upon
        or as
        a result of such reorganization, reclassification, merger, consolidation
        or
        disposition of assets by a Holder of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such event or (b)
        if the
        Company is acquired in an all cash transaction, cash equal to the value of
        this
        Warrant as determined in accordance with the Black-Scholes option pricing
        formula (the “Alternate Consideration”).  For purposes of any
        such exercise, the determination of the Exercise Price shall be appropriately
        adjusted to apply to such Alternate Consideration based on the amount of
        Alternate Consideration issuable in respect of one share of Common Stock
        in such
        Fundamental Transaction, and the Company shall apportion the Exercise Price
        among the Alternate Consideration in a reasonable manner reflecting the relative
        value of any different components of the Alternate Consideration.  If
        holders of Common Stock are given any choice as to the securities, cash or
        property to be received in a Fundamental Transaction, then the Holder shall
        be
        given the same choice as to the Alternate Consideration it receives upon
        any
        exercise of this Warrant following such Fundamental Transaction.  To
        the extent necessary to effectuate the foregoing provisions, any successor
        to
        the Company or surviving entity in such Fundamental Transaction shall issue
        to
        the Holder a new warrant consistent with the foregoing provisions and evidencing
        the Holder’s right to exercise such warrant into Alternate
        Consideration.  The terms of any agreement pursuant to which a
        Fundamental Transaction is effected shall include terms requiring any such
        successor or surviving entity to comply with the provisions of this Section
        3(d)
        and insuring that this Warrant (or any such replacement security) will be
        similarly adjusted upon any subsequent transaction analogous to a Fundamental
        Transaction.

      


      (e)           Exempt
        Issuance.  Notwithstanding the foregoing, no adjustments,
        Alternate Consideration nor notices shall be made, paid or issued under this
        Section 3 in respect of an Exempt Issuance or any issuance 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.

      


      (f)           Calculations.  All
        calculations under this Section 3 shall be made to the nearest cent or the
        nearest 1/100th of a share, as the case may be.  The number of shares
        of Common Stock outstanding at any given time shall not include shares of
        Common
        Stock owned or held by or for the account of the Company, and the description
        of
        any such shares of Common Stock shall be considered on issue or sale of Common
        Stock.  For purposes of this Section 3, the number of shares of Common
        Stock deemed to be issued and outstanding as of a given date shall be the
        sum of
        the number of shares of Common Stock (excluding treasury shares, if any)
        issued
        and outstanding.

      


      (g)           Voluntary
        Adjustment By Company.  The Company may at any time during the
        term of this Warrant reduce the then current Exercise Price to any amount
        and
        for any period of time deemed appropriate by the Board of Directors of the
        Company.

      


      (h)           Notice
        to Holders.

      


      (i)           Adjustment
        to Exercise Price.  Whenever the Exercise Price is adjusted
        pursuant to this Section 3, the Company shall promptly mail to each Holder
        a
        notice setting forth the Exercise Price after such adjustment and setting
        forth
        a brief statement of the facts requiring such adjustment.  If the
        Company issues a variable rate security, despite the prohibition thereon
        in the
        Purchase Agreement, the Company shall be deemed to have issued Common Stock
        or
        Common Stock Equivalents at the lowest possible conversion or exercise price
        at
        which such securities may be converted or exercised in the case of a Variable
        Rate Transaction (as defined in the Purchase Agreement), or the lowest possible
        adjustment price in the case of an MFN Transaction (as defined in the Purchase
        Agreement.

      


      (ii)           Notice
        to Allow Exercise by Holder.  If (A) the Company shall declare a
        dividend (or any other distribution) on the Common Stock; (B) the Company
        shall
        declare a special nonrecurring cash dividend on or a redemption of the Common
        Stock; (C) the Company shall authorize the granting to all holders of the
        Common
        Stock rights or warrants to subscribe for or purchase any shares of capital
        stock of any class or of any rights; (D) the approval of any stockholders
        of the
        Company shall be required in connection with any reclassification of the
        Common
        Stock, any consolidation or merger to which the Company is a party, any sale
        or
        transfer of all or substantially all of the assets of the Company, of any
        compulsory share exchange whereby the Common Stock is converted into other
        securities, cash or property; (E) the Company shall authorize the voluntary
        or
        involuntary dissolution, liquidation or winding up of the affairs of the
        Company; then, in each case, the Company shall cause to be mailed to the
        Holder
        at its last addresses as it shall appear upon the Warrant Register of the
        Company, at least 20 calendar days prior to the applicable record or effective
        date hereinafter specified, a notice stating (x) the date on which a record
        is
        to be taken for the purpose of such dividend, distribution, redemption, rights
        or warrants, or if a record is not to be taken, the date as of which the
        holders
        of the Common Stock of record to be entitled to such dividend, distributions,
        redemption, rights or warrants are to be determined or (y) the date on which
        such reclassification, consolidation, merger, sale, transfer or share exchange
        is expected to become effective or close, and the date as of which it is
        expected that holders of the Common Stock of record shall be entitled to
        exchange their shares of the Common Stock for securities, cash or other property
        deliverable upon such reclassification, consolidation, merger, sale, transfer
        or
        share exchange; provided, that the failure to mail such notice or any
        defect therein or in the mailing thereof shall not affect the validity of
        the
        corporate action required to be specified in such notice.  The Holder
        is entitled to exercise this Warrant during the 20-day period commencing
        on the
        date of such notice to the effective date of the event triggering such
        notice.

      


      Section
        4.                                Transfer
        of Warrant.

      


      (a)           Transferability.  Subject
        to compliance with any applicable securities laws and the conditions set
        forth
        in Sections 5(a) and 4(d) hereof and to the provisions of Section 4.1 of
        the
        Purchase Agreement, this Warrant and all rights hereunder are transferable,
        in
        whole or in part, upon surrender of this Warrant at the principal office
        of the
        Company, together with a written assignment of this Warrant substantially
        in the
        form attached hereto duly executed by the Holder or its agent or attorney
        and
        funds sufficient to pay any transfer taxes payable upon the making of such
        transfer.  Upon such surrender and, if required, such payment, the
        Company shall execute and deliver a new Warrant or Warrants in the name of
        the
        assignee or assignees and in the denomination or denominations specified
        in such
        instrument of assignment, and shall issue to the assignor a new Warrant
        evidencing the portion of this Warrant not so assigned, and this Warrant
        shall
        promptly be cancelled.  A Warrant, if properly assigned, may be
        exercised by a new holder for the purchase of Warrant Shares without having
        a
        new Warrant issued.

      


      (b)           New
        Warrants.  This Warrant may be divided or combined with other
        Warrants upon presentation hereof at the aforesaid office of the Company,
        together with a written notice specifying the names and denominations in
        which
        new Warrants are to be issued, signed by the Holder or its agent or
        attorney.  Subject to compliance with Section 4(a), as to any transfer
        which may be involved in such division or combination, the Company shall
        execute
        and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
        to
        be divided or combined in accordance with such notice.

      


      (c)           Warrant
        Register.  The Company shall register this Warrant, upon records
        to be maintained by the Company for that purpose (the “Warrant
        Register”), in the name of the record Holder hereof from time to
        time.  The Company may deem and treat the registered Holder of this
        Warrant as the absolute owner hereof for the purpose of any exercise hereof
        or
        any distribution to the Holder, and for all other purposes, absent actual
        notice
        to the contrary.

      


      (d)           Transfer
        Restrictions.  If, at the time of the surrender of this Warrant in
        connection with any transfer of this Warrant, the transfer of this Warrant
        shall
        not be registered pursuant to an effective registration statement under the
        Securities Act and under applicable state securities or blue sky laws, the
        Company may require, as a condition of allowing such transfer (i) that the
        Holder or transferee of this Warrant, as the case may be, furnish to the
        Company
        a written opinion of counsel (which opinion shall be in form, substance and
        scope customary for opinions of counsel in comparable transactions) to the
        effect that such transfer may be made without registration under the Securities
        Act and under applicable state securities or blue sky laws, (ii) that the
        holder
        or transferee execute and deliver to the Company an investment letter in
        form
        and substance acceptable to the Company and (iii) that the transferee be
        an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or
        (a)(8) promulgated under the Securities Act or a qualified institutional
        buyer
        as defined in Rule 144A(a) under the Securities Act.

      


      Section
        5.                                Miscellaneous.

      


      (a)           Title
        to Warrant.  Prior to the Termination Date and subject to
        compliance with applicable laws and Section 4 of this Warrant, this Warrant
        and
        all rights hereunder are transferable, in whole or in part, at the office
        or
        agency of the Company by the Holder in person or by duly authorized attorney,
        upon surrender of this Warrant together with the Assignment Form annexed
        hereto
        properly endorsed.  The transferee shall sign an investment letter in
        form and substance reasonably satisfactory to the Company.

      


      (b)           No
        Rights as Shareholder Until Exercise.  This Warrant does not
        entitle the Holder to any voting rights or other rights as a shareholder
        of the
        Company prior to the exercise hereof.  Upon the surrender of this
        Warrant and the payment of the aggregate Exercise Price (or by means of a
        cashless exercise), the Warrant Shares so purchased shall be and be deemed
        to be
        issued to such Holder as the record owner of such shares as of the close
        of
        business on the later of the date of such surrender or payment.

      


      (c)           Loss,
        Theft, Destruction or Mutilation of Warrant.  The Company
        covenants that upon receipt by the Company of evidence reasonably satisfactory
        to it of the loss, theft, destruction or mutilation of this Warrant or any
        stock
        certificate relating to the Warrant Shares, and in case of loss, theft or
        destruction, of indemnity or security reasonably satisfactory to it (which,
        in
        the case of the Warrant, shall not include the posting of any bond), and
        upon
        surrender and cancellation of such Warrant or stock certificate, if mutilated,
        the Company will make and deliver a new Warrant or stock certificate of like
        tenor and dated as of such cancellation, in lieu of such Warrant or stock
        certificate.

      


      (d)           Saturdays,
        Sundays, Holidays, etc.  If the last or appointed day for the
        taking of any action or the expiration of any right required or granted herein
        shall be a Saturday, Sunday or a legal holiday, then such action may be taken
        or
        such right may be exercised on the next succeeding day not a Saturday, Sunday
        or
        legal holiday.

      


      (e)           Authorized
        Shares.  The Company covenants that during the period the Warrant
        is outstanding, it will reserve from its authorized and unissued Common Stock
        a
        sufficient number of shares to provide for the issuance of the Warrant Shares
        upon the exercise of any purchase rights under this Warrant.  The
        Company further covenants that its issuance of this Warrant shall constitute
        full authority to its officers who are charged with the duty of executing
        stock
        certificates to execute and issue the necessary certificates for the Warrant
        Shares upon the exercise of the purchase rights under this
        Warrant.  The Company will take all such reasonable action as may be
        necessary to assure that such Warrant Shares may be issued as provided herein
        without violation of any applicable law or regulation, or of any requirements
        of
        the Trading Market upon which the Common Stock may be listed.

      


      Except
        and to the extent as waived or consented to by the Holder, the Company shall
        not
        by any action, including, without limitation, amending its certificate of
        incorporation or through any reorganization, transfer of assets, consolidation,
        merger, dissolution, issue or sale of securities or any other voluntary 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 Holder as set forth in this Warrant
        against
        impairment.  Without limiting the generality of the foregoing, the
        Company will (a) not increase the par value of any Warrant Shares above the
        amount payable therefor upon such exercise immediately prior to such increase
        in
        par value, (b) take all such action as may be necessary or appropriate in
        order
        that the Company may validly and legally issue fully paid and nonassessable
        Warrant Shares upon the exercise of this Warrant, and (c) use commercially
        reasonable efforts to obtain all such authorizations, exemptions or consents
        from any public regulatory body having jurisdiction thereof as may be necessary
        to enable the Company to perform its obligations under this
        Warrant.

      


      Before
        taking any action which would result in an adjustment in the number of Warrant
        Shares for which this Warrant is exercisable or in the Exercise Price, the
        Company shall obtain all such authorizations or exemptions thereof, or consents
        thereto, as may be necessary from any public regulatory body or bodies having
        jurisdiction thereof.

      


      (f)           Jurisdiction.  All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be determined in accordance with the provisions of
        the
        Purchase Agreement.

      


      (g)           Restrictions.  The
        Holder acknowledges that the Warrant Shares acquired upon the exercise of
        this
        Warrant, if not registered, will have restrictions upon resale imposed by
        state
        and federal securities laws.

      


      (h)           Nonwaiver
        and Expenses.  No course of dealing or any delay or failure to
        exercise any right hereunder on the part of Holder shall operate as a waiver
        of
        such right or otherwise prejudice Holder’s rights, powers or remedies,
        notwithstanding the fact that all rights hereunder terminate on the Termination
        Date.  If the Company willfully and knowingly fails to comply with any
        provision of this Warrant, which results in any material damages to the Holder,
        the Company shall pay to Holder such amounts as shall be sufficient to cover
        any
        costs and expenses including, but not limited to, reasonable attorneys’ fees,
        including those of appellate proceedings, incurred by Holder in collecting
        any
        amounts due pursuant hereto or in otherwise enforcing any of its rights,
        powers
        or remedies hereunder.

      


      (i)           Notices.  Any
        notice, request or other document required or permitted to be given or delivered
        to the Holder by the Company shall be delivered in accordance with the notice
        provisions of the Purchase Agreement.

      


      (j)           Limitation
        of Liability.  No provision hereof, in the absence of any
        affirmative action by Holder to exercise this Warrant or purchase Warrant
        Shares, and no enumeration herein of the rights or privileges of Holder,
        shall
        give rise to any liability of Holder for the purchase price of any Common
        Stock
        or as a stockholder of the Company, whether such liability is asserted by
        the
        Company or by creditors of the Company.

      


      (k)           Remedies.  Holder,
        in addition to being entitled to exercise all rights granted by law, including
        recovery of damages, will be entitled to specific performance of its rights
        under this Warrant.  The Company agrees that monetary damages would
        not be adequate compensation for any loss incurred by reason of a breach
        by it
        of the provisions of this Warrant and hereby agrees to waive the defense
        in any
        action for specific performance that a remedy at law would be
        adequate.

      


      (l)           Successors
        and Assigns.  Subject to applicable securities laws, this Warrant
        and the rights and obligations evidenced hereby shall inure to the benefit
        of
        and be binding upon the successors of the Company and the successors and
        permitted assigns of Holder.  The provisions of this Warrant are
        intended to be for the benefit of all Holders from time to time of this Warrant
        and shall be enforceable by any such Holder or holder of Warrant
        Shares.

      


      (m)           Amendment.  This
        Warrant may be modified or amended or the provisions hereof waived with the
        written consent of the Company and the Holder.

      


      (n)           Severability.  Wherever
        possible, each provision of this Warrant shall be interpreted in such manner
        as
        to be effective and valid under applicable law, but if any provision of this
        Warrant shall be prohibited by or invalid under applicable law, such provision
        shall be ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining provisions
        of
        this Warrant.

      


      (o)           Headings.  The
        headings used in this Warrant are for the convenience of reference only and
        shall not, for any purpose, be deemed a part of this Warrant.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ********************

      


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

      


      


      Dated:  December
        _____, 2007

       

      CHEMBIO
        DIAGNOSTICS, INC.

      


      


      By:                                                                

      Name:                      Lawrence
        A. Siebert

      Title:                      President

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Original
                  Date of Issuance:  ___________

              	
                Reissuance
                  Date:  December 19, 2007

              
	
                Warrant
                  No.:  ______________

              	
                Expires:  ________________

              


      

      


       

      NOTICE
        OF EXERCISE

       

      


      TO:           CHEMBIO
        DIAGNOSTICS, INC.

      


      (1)           The
        undersigned hereby elects to purchase ________ Warrant Shares of the Company
        pursuant to the terms of the attached Warrant (only if exercised in full),
        and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

      


      (2)           Payment
        shall take the form of (check applicable box):

      


      [
        ] in
        lawful money of the United States; or

      


      [
        ] the
        cancellation of such number of Warrant Shares as is necessary, in accordance
        with the formula set forth in subsection 2(c), to exercise this Warrant with
        respect to the maximum number of Warrant Shares purchasable pursuant to the
        cashless exercise procedure set forth in subsection 2(c).

      


      (3)           Please
        issue a certificate or certificates representing said Warrant Shares in the
        name
        of the undersigned or in such other name as is specified below:

      


      _______________________________

      


      The
        Warrant Shares shall be delivered to the following:

      


      _______________________________

      _______________________________

      _______________________________

      


      (4)           Accredited
        Investor.  The undersigned is an “accredited investor” as defined
        in Regulation D promulgated under the Securities Act of 1933, as
        amended.

      


      [SIGNATURE
        OF HOLDER]

       

      Name
        of
        Investing
        Entity:  _______________________________________________________

       

      Signature
        of Authorized Signatory of Investing
        Entity:  _________________________________

       

      Name
        of
        Authorized
        Signatory:  ___________________________________________________

       

      Title
        of
        Authorized
        Signatory:_____________________________________________________

       

      Date:_________________________________________________________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Original
                  Date of Issuance:  ___________

              	
                Reissuance
                  Date:  December 19, 2007

              
	
                Warrant
                  No.:  _________________

              	
                Expires:  ___________________

              


      

      


      


      ASSIGNMENT
        FORM

      


      (To
        assign the foregoing warrant, execute this form and supply required
        information.

      Do
        not
        use this form to exercise the warrant.)

      


      


      


      FOR
        VALUE
        RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
        assigned to

      


      


      _______________________________________________
        whose address is

      


      _______________________________________________________________.

      


      


      


      _______________________________________________________________

      


      Dated:  ______________,
        _______

      


      


      Holder’s
        Signature:                                           _____________________________

      


      Holder’s
        Address:                                           __________________________________________________________

      


      


      


      Signature
        Guaranteed:  ___________________________________________

      


      


      NOTE:  The
        signature to this Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust
        company.  Officers of corporations and those acting in a fiduciary or
        other representative capacity should file proper evidence of authority to
        assign
        the foregoing Warrant.