Exhibit 10.19

                            {Brean Murray Letterhead}

December 2, 2003

Mr. Donal Carroll
Chief Executive Officer
American Bio Medica Corp.
122 Smith Road
Kinderhook, New York 12106

Dear Donal:

      This is to  acknowledge  and  confirm the terms of our  corporate  finance
representation agreement (the "Agreement") as follows:

1.    American Bio Medica Corp.  (the  "Company")  hereby engages Brean Murray &
      Co., Inc. ("BMC") and BMC hereby agrees to render services to the Company,
      as its exclusive  corporate  finance advisor and investment  banker on the
      terms and for the services specified within.

      BMC  agrees  to  provide  advice  to the  Company  and  evaluate  relevant
      transaction(s) the Company may consider during the term of this Agreement,
      including but not limited to public or private offerings of debt or equity
      securities,  acquisitions,  mergers or the partial or complete sale of the
      stock or assets of the Company or any of its  divisions  or  subsidiaries,
      joint ventures,  strategic alliances or any other financing transaction(s)
      and the preparation of any fairness  opinions required with respect to the
      Company in connection with any  transaction(s) or other matter.  BMC shall
      be the  Company's  exclusive  agent  with  respect  to any  and all of the
      Company's  corporate  finance or  similar  transaction(s),  including  the
      aforementioned transaction(s),  and the fee schedules cited in paragraph 4
      below shall apply.

      BMC  agrees  to  work  with  the  Company  in   attempting  to  consummate
      transactions the Company considers undertaking pursuant to this Agreement.
      In that regard and upon the Company's request, BMC will endeavor to:

      A.    Assist the Company in its due  diligence  review of any  investor or
            company and other matters, if any pertinent to a transaction.

      B.    Work with the Company and its  management  in preparing any offering
            memoranda  or  similar  documents  describing  the  Company  and its
            operations for use in discussions  with any investor or company.  It
            is understood that it is the Company's  responsibility to ensure the
            accuracy and completeness of the information in the memorandum.


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Mr. Donal Carroll
December 2, 2003
Page 2

      C.    Assist in preparing any financial projections or modeling in respect
            of a transaction.

      D.    Assist in structuring and negotiating the transaction.

2.    The  term of this  engagement  (the  "Engagement  Period")  shall be for a
      period of twelve months commencing with the execution of this Agreement by
      the Company (the "Effective Date") and will be automatically  extended for
      an  additional  twelve month period  unless  cancelled by the Company upon
      thirty days written notice by certified mail at any time subsequent to the
      initial Engagement Period.

3.    On the Effective Date and each monthly  anniversary  thereafter during the
      Engagement  Period,  the Company  agrees to remit to BMC a  non-refundable
      retainer payment of $5,000 (five thousand dollars). Also, on the Effective
      Date only,  the  Company  will issue a warrant to acquire  300,000  (three
      hundred  thousand)  shares of the  Company's  common  stock at an exercise
      price equal to $1.15 per share of the Company's common stock, such warrant
      to be exercisable  any time before the fifth  anniversary of the Effective
      Date (the  "Retainer  Warrant").  The Retainer  Warrant will have the same
      terms and conditions (except as to exercise price) as the Agent's Warrant,
      described below.

4.    The Company agrees that should it consummate any transactio(s) pursuant to
      this  Agreement from the Effective Date through a period lasting until one
      year from  cancellation  of the Agreement with: a) a party or parties with
      whom BMC has been in contract,  has been  obtained  through the efforts of
      BMC,  directly  or  indirectly  or, b) a party or parties  obtained by the
      Company before or during the terms of this  Agreement,  in addition to the
      compensation  set forth in paragraph  3, the Company  shall pay to BMC, or
      cause BMC to be paid, at the closing of such  transaction(s),  a fee equal
      to the following:

      In the event of a public  offering of debt or equity  securities,  the fee
      will be an amount to be  negotiated  but no less than what is customary in
      the industry  for a  transaction  of that type.  In the event of a private
      offering  of debt or  equity  securities,  the fee will be 2% of the gross
      proceeds raised and/or commitments  provided from the sale or placement of
      senior bank debt,  4.0% of the gross  proceeds  raised and/or  commitments
      provided from the sale or placement of  non-convertible  subordinated debt
      and 8% of the gross proceeds raised and/or  commitments  provided from the
      sale or placement of private equity or securities convertible into equity.
      In the event of the  acquisition  of another  company or  business  by the
      Company,  or a merger  or the  partial  or  complete  sale of the stock or
      assets of the


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Mr. Donal Carroll
December 2, 2003
Page 3


      Company  or  any  of  its  divisions  or  subsidiaries  (a  "Sale/Purchase
      Transaction"),  the fee will be 3% of the consideration  received or paid.
      For the purposes of this Agreement, "consideration" shall mean any and all
      cash, securities, notes, consulting agreements, agreements not to compete,
      the total value of liabilities assumed, contingent payments, payments made
      in installments and all other forms of payment,  compensation and purchase
      or sale consideration.  In the event of a fairness opinion assignment, the
      Company will pay BMC a fee in an amount to be negotiated  but no less than
      what is customary in the industry for an engagement of this type,  half of
      which is due upon the  Company's  request that the opinion be rendered and
      the remaining half of which is due on the date the opinion is presented to
      the  Company.  In the event the  Company  chooses  to enter into any other
      transaction(s)  not  specified  above,  BMC  shall be so  notified  by the
      Company and shall  receive for its  services or otherwise by virtue of its
      being the Company's  exclusive  corporate  finance  advisor and investment
      banker  hereunder  such fees as are  customary in the banking or financial
      industry  for a  transaction  of that  type,  unless  otherwise  agreed to
      between the Company and BMC.

5.    In addition to the foregoing,  in the event of a  transaction(s)  in which
      debt or equity capital is raised, BMC will receive a warrant (the "Agent's
      Warrant") allowing it to purchase, at its option, such number of shares or
      principal  amount of a security  with terms and pricing  identical  to the
      security  or  securities  purchased  by  and/or  issued or  granted  to an
      investor(s) in such a transaction(s),  in an amount that is equal in value
      to 10% of the gross proceeds  received by the Company pursuant to any such
      transaction(s). The Agent's Warrant will be exercisable at any time before
      the fifth anniversary of the closing of a transaction(s)  pursuant to this
      Agreement.   The  Agent's  Warrant  shall,  among  other  things:  (i)  be
      transferable  to officers and directors of BMC, (ii) permit  exercise on a
      cashless  basis,  (iii)  grant BMC at least two demand  registrations  and
      unlimited piggyback  registration rights (with all related costs to be the
      responsibility  of the Company),  and (iv) contain such other terms as are
      customarily  included in warrants of this type.  We  expressly  agree that
      this paragraph is intended to grant to BMC the right, through the terms of
      its Agent's Warrant,  to acquire or receive,  on a pari passu basis,  each
      and every type of security or instrument  issued,  sold or granted to such
      Investor(s) up to the amount described herein.

6.    For the one (1) year period commencing on the closing of any tranaction(s)
      pursuant  to  this  Agreement,  if the  Company  proposes  to  effect  any
      Sale/Purchase Transaction(s), any public offering, or private placement of
      securities,  the  Company  agrees to offer to engage BMC as the  Company's
      exclusive financial advisor,  lead manager underwriter,  or lead placement
      agent, as the case may be, in connection with such transaction(s) on terms
      and  conditions  customary  to BMC  for  similar  transactions;  provided,
      however,  that BMC may decline  such  engagement  in its sole and absolute
      discretion at such time. The terms of such engagements  shall be set forth
      in  separate  agreements  and  may be  subject  to,  among  other  things,
      satisfactory completion of due diligence by BMC, market



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Mr. Donal Carroll
December 2, 2003
Page 4


      conditions,  the absence of adverse  change to the  Company's  business or
      financial  condition,  approval of BMC's internal  committee and any other
      conditions  that BMC may deem  appropriate for transaction of such nature.
      The Company  will notify BMC in writing of its  intention to pursue such a
      transaction, and BMC will advise the Company promptly of BMC's election to
      exercise its right (but in no event no later than  fifteen  (15)  business
      days  following  the  submission  to  BMC).  If any such  proposal  is not
      accepted by BMC,  but later  modified,  the Company  will  re-submit  such
      proposal  in writing  to BMC and BMC will be  subject to the same  fifteen
      (15)  business day notice  provision.  BMC's  election not to exercise its
      right with respect to a particular proposal transaction will not adversely
      affect its rights hereunder with respect to any other proposed transaction
      of the Company during the one-year period referred to above.

7.    Transaction fees described herein are payable in full, without discount or
      reduction,  in cash on  closing  of any  transaction(s)  pursuant  to this
      Agreement,  except  fees  related to  contingent  payment  which  shall be
      payable when and at any time such payments are remitted.

      The  Retainer  Warrant will be forwarded by the Company for receipt by BMC
      within  ten (10)  business  days of the  Effective  Date  and the  Agent's
      Warrant  will be  forwarded  by the  Company for receipt by BMC within ten
      (10)  business  days of the  closing of any  transaction  pursuant to this
      Agreement.

8.    The Company will  reimburse  BMC for  out-of-pocket  expenses  incurred in
      connection with its representation and services  hereunder.  Reimbursement
      for out-of-pocket expenses shall be paid by the Company within ten days of
      receipt  of  invoice  from  BMC.  T he  Company's  obligation  to BMC  for
      reimbursement of  out-of-pocket  expenses will survive any cancellation of
      this Agreement.

9.    Indemnification is incorporated by reference to Addendum I.

10.   The benefits of this Agreement shall inure to the parties hereto and their
      respective  successors  and assigns and the  obligations  and  liabilities
      assumed in this  Agreement  shall be binding  upon the parties  hereto and
      their  respective   successors  and  assigns.   Notwithstanding   anything
      contained  herein to the  contrary,  the  Company  shall not  assign to an
      unaffiliated  third  party  any of its  rights  or  obligations  hereunder
      without the express written consent of BMC.

11.   Any  disputes  between the parties to this  Agreement  shall be settled by
      arbitration before the facilities of the New York Stock Exchange,  Inc. or
      the National  Association of Securities  Dealers,  Inc. in the City of New
      York and will be conducted  pursuant to applicable  federal laws, the laws
      of the State of New York,  without  regard to conflicts  of laws,  and the
      rules of the selected abitral  facility.  The parties  understand that the
      award of the arbitrators,  or a majority of them, will be final and that a
      judgement  upon any award  rendered  may be  entered  in any court  having
      jurisdiction.


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Mr. Donal Carroll
December 2, 2003
Page 5


12.   All  notices  provided  hereunder  shall be given in  writing  and  either
      delivered  personally or by overnight courier service or sent by certified
      mail, return receipt  requested,  if to BMC, to Lexington Ave, 11th Floor,
      New York, New York 10022,  Attention:  Mr. A. Brean Murray;  and if to the
      Company,  to 122 Smith Road,  Kinderhook,  New York 12106, Attn: Mr. Donal
      Carroll.

13.   The Company  represents  and warrants to BMC that Mr. Carroll is the Chief
      Executive  Officer  of the  Company  and is  authorized  on  behalf of the
      Company  to  execute  the  Agreement  and  to  consummate   the  potential
      transaction(s)  described herein, and the execution of this Agreement will
      not conflict with or breach the  certificate of articles of  incorporation
      or  by-laws  of the  Company or any  agreement  to which the  Company is a
      party.

14.   The Agreement sets forth the entire  understanding of the parties relating
      to the  subject  matter  hereof,  and  supersedes  and  cancels  any prior
      communications,  understandings and agreements  between the parties.  This
      Agreement cannot be modified, or changed, nor can any of its provisions be
      waived, except by written agreement signed by all parties

      Please confirm that the foregoing is in accordance with your understanding
      by signing and  returning  this letter to BMC and keeping a duplicate  for
      your files.  This Agreement shall be effective after your acceptance below
      and its receipt by BMC at its address set forth on this letter.

Sincerely,

Brean Murray & Co., Inc.

/s/ A. Brean Murray
---------------------------
NAME: A. Brean Murray
TITLE: Chairman and Chief Executive Officer

Agreed and accepted as of 2 day of DEC, 2003.

American Bio Medica Corp.

/s/ Don Carroll
---------------------------
NAME: Mr. Donal Carroll
TITLE: Chief Executive Officer


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Mr. Donal Carroll
November 11, 2003
Page 6


                          Addendum 1 - Indemnification

      The Company shall:

      a.    Indemnify BMC, its parents,  affiliates and/or subsidiaries and each
            of  their  respective  officers,  directors,  employees  and  agents
            (collectively,  the  "Indemnified  Parties")  and hold them harmless
            against any losses,  claims,  damages,  expenses or  liabilities  to
            which the  Indemnified  Parties  may become  subject  arising in any
            manner out of or in connection with the rendering of services by BMC
            hereunder unless it is finally  judicially  determined,  without any
            further right to appeal, that such losses, claims, damages, expenses
            or liabilities  resulted  primarily from the gross  negligence,  bad
            faith or willful misconduct of BMC; and

      b.    Reimburse the  Indemnified  Parties for any legal or other  expenses
            reasonably  incurred  by  them  in  connection  with  investigating,
            preparing  to  defend  or  defending   lawsuits,   claims  or  other
            proceedings  arising in any manner out of or in connection  with the
            rendering of services by BMC hereunder;  provided,  however, that in
            the  event  a final  judicial  determination  is made to the  effect
            specified in subparagraph  (a) above,  the Indemnified  Parties will
            remit to the Company any amount reimbursed under this paragraph (b).

      The Company agrees that the indemnification and reimbursement  commitments
      set forth in this  paragraph  shall apply  whether or not the  Indemnified
      Parties  are a  formal  party  of  any  such  lawsuits,  claims  or  other
      proceedings,  that the Indemnified Parties are entitled to retain separate
      counsel or their  choice in  connection  with any of the  matters to which
      such commitments  relate and that such  commitments  shall extend upon the
      terms set forth in this paragraphs to any Indemnified Party.

      Further,  the  Company  and  BMC  agree  that  if any  indemnification  or
      reimbursement   sought  by  BMC  of  the  Company  is  finally  judicially
      determined  to be  unavailable  then,  whether or not BMC is  entitled  to
      indemnification or reimbursement,  the Company and BMC shall contribute to
      the losses,  claims,  damages,  liabilities  and  expenses  for which such
      indemnification  is held  unavailable in such proportion as is appropriate
      to reflect the relative  benefits to the Company on the one hand,  and BMC
      on the  other,  in  connection  with  the  transaction(s)  to  which  such
      indemnification   or   reimbursement    related,   and   other   equitable
      considerations; provided, however, that in no event shall the amount to be
      contributed by the  Indemnified  Parties exceed the amount of fee actually
      received  by BMC  hereunder.  The  provisions  hereof  shall  survive  any
      termination of this Agreement.