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               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

                                                                  20,000 Shares


FOR VALUE RECEIVED, American Bio Medica Corporation (the "Company"), hereby
certifies that Hudson River Bank & Trust Company or a permitted assign thereof,
is entitled to purchase from the Company, at any time or from time to time
commencing November 15, 2001, and prior to 5:00 P.M., New York City time, on
November 15, 2005, twenty thousand (20,000) fully paid and nonassessable shares
of the common stock of the Company for a purchase price of $1.00 per share. Upon
issuance, 20,000 shares shall be fully vested. Hereinafter, (i) said common
stock, together with any other equity securities which may be issued by the
Company with respect thereto or in substitution therefore, is referred to as the
"Common Stock", (ii) the shares of the Common Stock purchasable hereunder or
under any other Warrant (as hereinafter defined) are referred to as the "Warrant
Shares", (iii) the aggregate purchase price payable hereunder for the Warrant
Shares is referred to as the "Aggregate Warrant Price", (iv) the price payable
hereunder for each of the Warrant Shares is referred to as the "Per Share
Warrant Price", (v) this Warrant, all identical warrants issued on the date
hereof and all warrants hereafter issued in exchange or substitution for this
Warrant or such other warrants are referred to as the "Warrants" and (vi) the
holder of this Warrant is referred to as the "Holder" and the holder of this
Warrant and all other Warrants are referred to as the "Holders". The Aggregate
Warrant Price is not subject to adjustment. The Per Share Warrant Price and
hence the number of Warrant Shares shall be adjusted by dividing the Aggregate
Warrant Price by the Per Share Warrant Price in effect immediately after such
adjustment.

1.       Exercise of Warrant.

  A.     This Warrant may be exercised, in whole at any time or in part from
         time to time, commencing November 15, 2001, and prior to 5:00 P.M., New
         York City time, on November 15, 2005, by the Holder by the surrender of
         this Warrant with the subscription form at the end hereof duly executed
         at the address set forth in Subsection 9(A) hereof, together with
         proper payment of the Aggregate Warrant Price, or the proportionate
         part thereof if this Warrant is exercised in part. Payment for Warrant
         Shares shall be made by certified or official bank check payable to the
         order of the Company.

  B.     If this Warrant is exercised in part, this Warrant must be exercised
         for a number of whole shares of the Common Stock, and the Holder is
         entitled to receive a new Warrant related to the Warrant Shares which
         have not been exercised and setting forth the proportionate part of the
         Aggregate Warrant Price applicable to such Warrant Shares.

  C.     Upon such surrender of this Warrant, the Company shall (a) issue a
         certificate or certificates in the name of the Holder for the largest
         number of whole shares of the Common Stock to which the Holder shall be
         entitled and, if this Warrant is exercised in whole, in lieu of any
         fractional share of the Common Stock to which the Holder shall be
         entitled, (b) pay to the Holder cash in an amount equal to the fair
         value of such fractional share (determined in such reasonable manner as
         the Board of Directors of the Company shall determine) and (c) deliver
         the other securities and properties receivable upon the exercise of
         this Warrant, or the proportionate part thereof if this Warrant is
         exercised in part, pursuant to the provisions of this Warrant.

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2.       Reservation of Warrant Shares.

         The Company agrees that, prior to the expiration of this Warrant, the
         Company will at all times have authorized and in reserve, and will keep
         available, solely for issuance or delivery upon the exercise of this
         Warrant, the shares of the Common Stock and other securities and
         properties as from time to time shall be receivable upon the exercise
         of this Warrant, free and clear of all restrictions on sale or transfer
         and free and clear of all pre-emptive rights.

3.       Protection Against Dilution.

  A.     In case the Company shall hereafter (i) pay a dividend or make a
         distribution on its capital stock in shares of Common Stock, (ii)
         subdivide its outstanding shares of Common Stock into a greater number
         of shares, (iii) combine its outstanding shares of Common Stock into a
         smaller number of shares or (v) issue by reclassification of its Common
         Stock any shares of capital stock of the Company, the Per Share Warrant
         Price shall be adjusted so that the Holder of any Warrant upon the
         exercise hereof shall be entitled to receive the number of shares of
         Common Stock or other capital stock of the Company which he would have
         owned immediately prior thereto. An adjustment made pursuant to this
         Subsection 3(A) shall become effective immediately after the record
         date in the case of a dividend or distribution and shall become
         effective immediately after the effective date in the case of a
         subdivision, combination or reclassification. If, as a result of an
         adjustment made pursuant to this Subsection 3(A), the Holder of any
         Warrant thereafter surrendered for exercise shall become entitled to
         receive shares of two or more classes of capital stock or shares of
         Common Stock and other capital stock of the Company, the Board of
         Directors (whose determination shall be conclusive and shall be
         described in written notice to the Holder of any Warrant promptly after
         such adjustment) shall determine the allocation of the adjusted Per
         Share Warrant Price between or among shares of such classes of capital
         stock or shares of Common Stock and other capital stock.

  B.     In case of any capital reorganization or reclassification, or any
         consolidation or merger to which the Company is a party other than a
         merger or consolidation in which the Company is the continuing
         corporation, or in case of any sale or conveyance to another entity of
         the property of the Company as an entirety or substantially as an
         entirety, or in the case of any statutory exchange of securities with
         another corporation including any exchange effected in connection with
         a merger or a third corporation (including any exchange effected in
         connection with a merger of a third corporation into the Company), the
         Holder of this Warrant shall have the right thereafter to convert such
         Warrant into the kind and amount of securities, cash or other property
         which he would have owned or have been entitled to receive immediately
         after such reorganization, reclassification, consolidation, merger,
         statutory exchange, sale or conveyance and in any such case, if
         necessary, appropriate adjustment shall be made in the application of
         the provisions set forth in this Section 3 with respect to the rights
         and interests thereafter of the Holder of this Warrant to the end that
         the provisions set forth in this Section 3 shall thereafter
         correspondingly be made applicable, as nearly as may reasonably be, in
         relation to any shares of stock or other securities or be, in relation
         to any shares of stock or other securities or property thereafter

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         deliverable on the conversion of this Warrant. The above provisions of
         this Subsection 3(B) shall similarly apply to successive
         reorganizations, reclassifications, consolidations, mergers, statutory
         exchanges, sales or conveyances. The issuer of any shares of stock or
         other securities or property thereafter deliverable on the conversion
         of this Warrant shall be responsible for all of the agreements and
         obligations of the Company hereunder. Notice of any such
         reorganization, reclassification, consolidation, merger, statutory
         exchange, sale or conveyance and of said provisions so proposed to be
         made, shall be mailed to the Holders of the Warrants not less than 30
         days prior to such event. A sale of all or substantially all of the
         assets of the Company for a consideration consisting primarily of
         securities shall be deemed a consolidation or merger for the foregoing
         purposes.

  C.     Notwithstanding any other provisions contained in this Section3, no
         adjustment in the Per Share Warrant Price shall be required unless such
         adjustment would require an increase or decrease of at least $0.05 per
         share of Common Stock; provided, however, that any adjustments which by
         reason of this Subsection 3(C) are not required to be made shall be
         carried forward and taken into account in any subsequent adjustment;
         provided further, however, that adjustments shall be required and made
         in accordance with the provisions of this Section 3 (other than
         Subsection 3(C) not later than such time as may be required in order to
         preserve the tax-free nature of a distribution to the Holder of this
         Warrant or Common Stock issuable upon exercise hereof. All calculations
         under this Section 3 shall be made to the nearest cent or to the
         nearest 1/100th of a share, as the case may be. Anything in this
         Section 3 to the contrary notwithstanding, the Company shall be
         entitled to make such reductions in the Per Share Warrant Price, in
         addition to those required by this Section 3, as it in its discretion
         shall deem to be advisable in order that any stock dividend,
         subdivision of shares or distribution of rights to purchase stock or
         securities convertible or exchangeable for stock hereafter made by the
         Company to its shareholders shall not be taxable.

  D.     If the Board of Directors of the Company shall declare any dividend or
         other distribution with respect to the Common Stock, other than a cash
         distribution out of earned surplus, the Company shall mail notice
         thereof to the Holders of the Warrants not less than 15 days prior to
         the record date fixed for determining shareholders entitled to
         participate in such dividend or other distribution.

4.       Fully Paid Stock; Taxes.

         The Company agrees that the shares of the Common Stock represented by
         each and every certificate for Warrant Shares delivered on the exercise
         of this Warrant shall, at the time of such delivery, be validly issued
         and outstanding, fully paid and nonassessable, and not subject to
         pre-emptive rights, and the Company will take all such actions as may
         be necessary to assure that the par value or stated value, if any, per
         share of the Common Stock is at all times equal to or less than the
         then Per Share Warrant Price. The Company further covenants and agrees
         that it will pay, when due and payable, any and all Federal and state
         stamp, original issue or similar taxes which may be payable in respect
         of the issue of any Warrant Share or certificate therefore.

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5.       Registration Under Securities Act of 1933.

         This Warrant and/or the Warrant Shares have not been registered under
         the Securities Act of 1933, as amended, or the securities laws of any
         state. The Company shall not be required to file a registration
         statement with the Securities and Exchange Commission to register the
         Warrants or the Warrant Shares.

6.       Limited Transferability.

         This Warrant may not be sold, transferred, assigned or hypothecated by
         the Holder until the first anniversary hereof except (a) to any
         successor firm or corporation of Hudson River Bank & Trust Company, (b)
         to any of the officers, managing directors, any associates of Hudson
         River Bank & Trust Company, to a finder that has been recognized by
         both parties or of any such successor firm or (c) in the case of an
         individual, pursuant to such individual's last will and testament or
         the laws of descent and distribution, and is so transferable only upon
         the books of the Company which it shall cause to be maintained for the
         purpose. Notwithstanding anything to the contrary contained in this
         Section 6, this Warrant and/or the Warrant Shares may not be sold,
         transferred, assigned or hypothecated by the Holder except in
         accordance with the Securities Act of 1933, as amended and applicable
         state securities laws pursuant to registration or exemption therefrom.
         The Company may treat the registered Holder of this Warrant as he or it
         appears on the Company's books at any time as the Holder for all
         purposes. The Company shall permit any Holder of a Warrant or his duly
         authorized attorney, upon written request during ordinary business
         hours, to inspect and copy or make extracts from its books showing the
         registered Holders of Warrants. All warrants issued upon the transfer
         or assignment of this Warrant will be dated the same date as this
         Warrant, and all rights of the Holder thereof shall be identical to
         those of the Holder.

7.       Loss, etc., of Warrant.

         Upon receipt of evidence satisfactory to the Company of loss, theft,
         destruction or mutilation of this Warrant, and of indemnity reasonably
         satisfactory to the Company, if lost, stolen or destroyed, and upon
         surrender and cancellation of this Warrant, if mutilated, the Company
         shall execute and deliver to the Holder a new Warrant of like date,
         tenor and denomination.

8.       Warrant Holder Not Shareholders.

         Except as otherwise provided herein, this Warrant does not confer upon
         the Holder any right to vote or to consent to or receive notice as s
         shareholder of the Company, as such, in respect of any matter
         whatsoever, or any other rights or liabilities as a shareholder, prior
         to the exercise hereof.

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9.       Communication.

         No notice or other communication under this Warrant shall be effective
         unless, but any notice or other communication shall be effective and
         shall be deemed to have been given if, the same is in writing or mailed
         by first-class mail, postage prepaid, addressed to:

         A.       the Company at 122 Smith Road, Kinderhook, NY 12106;

         B.       the Holder at One Hudson City Centre, PO Box 76, Attn:
                  Commercial Loan Department,  Hudson, NY 12534, or such other
                  address as the Holder has designated in writing to the
                  Company.

10.      Headings.

         The headings of this Warrant have been inserted as a matter of
         convenience and shall not affect the construction hereof.

11.      Modification.

         Neither this Warrant nor any provisions hereof shall be modified,
         waived, discharged or terminated, except by an instrument in writing
         signed by the party against whom enforcement is sought.

12.      Successors and Assigns.

         The terms and provisions of this Warrant shall inure to the benefit of,
         and be binding upon, the parties and their respective successors and
         permitted assigns.

13.      Applicable Law.

         This Warrant shall be governed by and construed in accordance with the
         law of the State of New York without giving effect to the principles of
         conflicts of law thereof.


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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
Chief Financial Officer and its corporate seal to be hereunto affixed by its
Secretary this 6th day of December 6, 2001


                                           American Bio Medica Corporation

                                           By: /s/ Keith E. Palmer
                                             ------------------------
                                                    Keith E. Palmer
                                                    Chief Financial Officer
ATTEST:



/s/ Stan Cipkowski
---------------------------
Executive Vice President



{Corporate Seal}









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                                  SUBSCRIPTION


The undersigned, ______________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase _______ shares of
the Common Stock of American Bio Medica Corporation Common Stock covered by said
Warrant, and makes payment therefore in full at the price per share provided by
said Warrant.


Dated:_____________________            Signature:    ___________________________

                                       Address:      ___________________________

                                                     ---------------------------


                                   ASSIGNMENT

FOR VALUE RECEIVED, __________________________ hereby sells, assigns and
transfers unto ___________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
American Bio Medica Corporation.


Dated:______________________           Signature:    ___________________________

                                       Address:      ___________________________

                                                     ---------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________________ hereby assigns and transfers unto
__________________ the right to purchase _______________ shares of the Common
Stock of American Bio Medica Corporation, by the foregoing Warrant, and
proportionate part of said Warrant and the rights evidenced hereby, and does
irrevocably constitute and appoint _______________________, attorney. To
transfer that part of said Warrant on the books of American Bio Medica
Corporation.


Dated:______________________           Signature:    ___________________________

                                       Address:      ___________________________

                                                     ---------------------------


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