EXHIBIT 4.22

AGREEMENT TO AMEND SECURITIES PURCHASE AGREEMENT

AND 10% CONVERTIBLE DEBENTURE DUE AUGUST 1, 2012

THIS AGREEMENT (the “Agreement”) to amend the Securities Purchase Agreement dated _______________ (the “Purchase Agreement”) and that certain 10% Convertible Debenture due August 1, 2012 is made as of July 31, 2012 between American Bio Medica Corporation, a corporation duly organized and existing under the laws of the State of New York (the “Company”), and ____________________________________, the registered holder (the “Holder”) of a certain 10% Subordinated Convertible Debenture Due August 1, 2012, Series A (the “Debenture”). Defined terms not otherwise defined in this Agreement shall have the meanings ascribed in the Debenture and the Purchase Agreement. The Company and the Holder are sometimes referred to collectively in this agreement as the “Parties” or singularly as a “Party.”

WHEREAS, the Company desires to extend the maturity date of each Debenture until August 1, 2013 (the “Extended Maturity Date”); and

WHEREAS, the Holder has received and reviewed Confidential Memorandum No. _____ that discloses certain risks and uncertainties related to the extension of the maturity date of the Debenture; and

WHEREAS, the Holder is willing to amend the Debenture to reflect the Extended Maturity Date; and

WHEREAS, the Parties agree to amend the Debenture to extend the maturity date on the terms and conditions set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.          Recitals. The above recitals, definitions, preamble and provisions are hereby made a part of this Agreement.

2.          Amendments to Debenture.

(a)          The title of the Debenture shall be deleted in full and replaced with the following:

“15% CONVERTIBLE DEBENTURE DUE AUGUST 1, 2013.”

(b)          The preamble of the Debenture shall be deleted in full and replaced with the following:

“THIS DEBENTURE is one of a duly authorized issue of up to $1,500,000 in Series A and Series B Debentures of AMERICAN BIO MEDICA CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the "Company") designated as its 15% Convertible Debentures, Series A, due August 1, 2013. Capitalized terms used herein shall have the same meanings as are ascribed to such terms in the Securities Purchase Agreement dated as of ___________________by and between the registered holder hereof (the "Holder") and the Company, unless otherwise defined herein.”

(c)          The second paragraph of the Debenture shall be deleted in full and replaced with the following:

“FOR VALUE RECEIVED, the Company promises to pay to _______________________________, the Holder, the principal sum of _______________________ (US $_________) on August 1, 2013 (the "Maturity Date") and to pay interest, in arrears on the principal sum outstanding from time to time in arrears, on a quarterly basis with the first payment to be made on November 1, 2012, at the rate of 15% per annum accruing from August 1, 2012. Accrual of interest shall commence on the date hereof until payment in full of the principal sum has been made or duly provided for. (For clarity’s sake, the Company confirms that it shall pay to Holder interest, in arrears, on the principal sum at the rate of 10%, from February 1, 2012 to August 1, 2012, and at the rate of 15% per annum thereafter until maturity).

“Subject to the provisions of paragraph 4 below, the principal of, and interest on, this Debenture are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address last appearing on the Debenture Register of the Company as designated in writing by the Holder from time to time. The Company will pay the principal of and interest upon this Debenture on the Maturity Date, less any amounts required by law to be deducted, to the registered holder of this Debenture as of the tenth day prior to the Maturity Date and addressed to such holder at the last address appearing on the Debenture Register. The forwarding of such check shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Debenture to the extent of the sum represented by such check plus any amounts so deducted.”

4.          Amendment to the Purchase Agreement. The third recital paragraph of the Purchase Agreement shall be deleted and replaced with the following:

“WHEREAS, the Buyer wishes to purchase, upon the terms and subject to the conditions of this Agreement, 15% Subordinated Convertible Debentures Series A of the Company (the "Debentures"), which will be convertible into shares of Common Stock, $0.01 par value per share of the Company (the "Common Stock"), upon the terms and subject to the conditions of such Debentures (the Common Stock and the Debentures sometimes referred to herein as the "Securities"), and subject to acceptance of this Agreement by the Company;”

5.          Effective Date. The Effective Date of this Agreement will be August 1, 2012.

6.          Counterparts. This Agreement may be executed by the Parties in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Agreement electronically (by email or fax) shall be effective as an original and shall constitute a representation that an original will be delivered.

7.          Governing Law. This Agreement, the amended Debenture and the amended Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the Parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of Albany or the state courts of the State of New York sitting in the City of Albany in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions.

8.          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

9.          No Other Modification. Except to the extent specifically provided to the contrary in this Agreement, all terms and conditions of the Debenture shall remain in full force and effect, without modification or limitation. In the event of any conflict or inconsistency between any Debenture and the provisions of this Agreement, this Agreement will control and supersede to the extent of such conflict or inconsistency.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

THE COMPANY: AMERICAN BIO MEDICA CORPORATION

THE HOLDER:

By:

Printed Name:

Printed Name:

Address:

Tel:

Email:

EXHIBIT 4.23

August 1, 2012

AMERICAN BIO MEDICA CORPORATION

122 Smith Road

Kinderhook, New York 12106

Gentlemen:

This letter agreement (the "Agreement") confirms the terms and conditions of the non-exclusive engagement of Cantone Asset Management LLC ("CAM"), by American Bio Medica Corporation (together with its legal successors, the "Company"), to render financial advisory services and advice as to debt financing (the “Services”) to the Company. (CAM and the Company are sometimes referred to collectively in this Agreement as the “Parties” or singly as a “Party.”)

The term of this Agreement shall commence on August 1, 2012 and end on August 1, 2013 (the "Term"). This Agreement may be renewed upon mutual written agreement of the Parties.

As compensation to CAM for the Services rendered to the Company during the Term, the Company shall pay to CAM a financial advisory fee (the “Advisory Fee”) as follows:

On August 1, 2012, the Company shall issue to CAM warrants to purchase 300,000 shares of the Company’s common stock exercisable through 5:00 pm (ET) on July 31, 2015 at an exercise price of $0.16 per share (the “Warrant Shares”). The Warrant Shares shall have piggy-back registration rights in connection with any registration statement filed by Company while any of the Warrant Shares remain outstanding, except for registration statements filed on form S-4 (for mergers and acquisitions) or Form S-8 (for shares issued under employee compensation plans) and the “special” registration statement to be filed by the Company in connection with the amendment of the Series A Debentures originally due on August 1, 2012.

The Company acknowledges that CAM has been retained solely to provide the services set forth in this Agreement. In rendering such services, CAM shall act as an independent contractor. The Company further acknowledges that CAM may perform the Services through one or more of its affiliates.

The Company acknowledges and agrees that, in connection with the performance of CAM's Services, neither CAM nor any of its employees will be providing the Company with legal, tax or accounting advice or guidance (and no advice or guidance provided by CAM or its employees to the Company should be construed as such), and that neither CAM nor its employees hold itself or themselves out to be advisors as to legal, tax, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own legal, tax, accounting and other advisors concerning all matters and advice rendered by CAM to the Company, and the Company shall be responsible for making its own independent investigation and appraisal of the risks, benefits and suitability of the advice and guidance given by CAM to the Company. Neither CAM nor its employees shall have any responsibility or liability whatsoever to the Company or its affiliates.

The Company recognizes and confirms that, in performing its duties pursuant to this Agreement, CAM will be using and relying on data, material, and other information (the "Information") furnished by the Company or its employees and representatives. The Company will cooperate with CAM, and will furnish CAM with all Information concerning the Company that CAM deems appropriate, and will provide CAM with access to the Company's officers, directors, employees, independent accountants and legal counsel for the purpose of performing Cantone's obligations pursuant to this Agreement. The Company hereby agrees and represents that all Information furnished to CAM pursuant to this Agreement shall be accurate and complete in all material respects at the time provided, and that, if the Information becomes materially inaccurate, incomplete or misleading during the Term, the Company shall promptly advise CAM in writing. Accordingly, CAM assumes no responsibility for the accuracy and completeness of the Information. In rendering the Services, CAM will be using and relying upon the Information without independent verification or evaluation.

The Company shall indemnify CAM and hold it harmless against any and all losses, claims, damages or liabilities to which CAM may become subject, (i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any written or oral communication provided by or on behalf of the Company to CAM, or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (ii) arising in any manner out of or in connection with the Services or matters that are the subject of this Agreement, and shall reimburse CAM promptly for any legal or other expenses reasonably incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any manner out of or in connection with the services or matters that are the subject of this Agreement (including, without limitation, in connection with the enforcement of this Agreement and the indemnification obligations set forth herein).

The Company agrees that the indemnification and reimbursement commitments set forth in this Agreement shall apply whether or not CAM is a formal party to any such lawsuits, claims or other proceedings, and that such commitments shall extend, upon the terms set forth herein, to any controlling person, affiliate, director, officer, employee, attorney or agent of CAM (each, with CAM, an "Indemnified Person"). The Company further agrees that, without CAM's prior written consent, which consent will not be unreasonably withheld, it will not enter into any settlement of a lawsuit, claim or other proceeding arising out of the transactions contemplated by this Agreement unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Persons.

The Company further agrees that the Indemnified Persons are entitled to retain separate counsel of their choice, at the Indemnified Persons’ expense, in connection with any of the matters in respect of which indemnification, reimbursement or contribution may be sought under this Agreement. The Company and CAM also agree that, if any indemnification or reimbursement sought pursuant to this Agreement is judicially determined to be unavailable for a reason other than the gross negligence or willful misconduct of CAM, then, whether or not CAM is the Indemnified Person, the Company and CAM shall contribute to the losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand, and CAM on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, or (ii) if the allocation provided by clause (i) above is judicially determined not to be permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative faults of the Company on the one hand, and CAM on the other hand, as well as any other equitable considerations. Provided, however, that in no event shall the amount to be contributed by CAM pursuant to this paragraph exceed the amount of the fees actually received by CAM hereunder.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without regard to the conflict of laws provisions thereof.

CAM represents and warrants to the Company that it is not affiliated with any shareholder, officer, director or representative of the Company who has any interest in compensation due from CAM from any transaction contemplated herein, or who would otherwise be due any fee, commission or remuneration in connection therewith.

This Agreement constitutes the entire understanding and agreement between the Company and CAM with respect to the subject matter hereof, and it supersedes all prior understanding or agreements between the parties with respect thereto, whether oral or written, express or implied. Any amendment or modification to this Agreement must be executed in writing by both parties hereto. This Agreement and all rights, liabilities and obligations hereunder shall he binding upon and insure to the benefit of each party's successors, but may not be assigned without the prior written approval of the other party. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. This Agreement may he executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

Please confirm that the foregoing correctly sets forth our agreement by signing below in the space provided and returning this Agreement to CAM for execution, whereupon CAM will send the Company a fully executed original hereof, which shall constitute a binding agreement as of the date first above written.

CANTONE ASSET MANAGEMENT LLC

Agreed to and accepted as of the above date:

AMERICAN BIO MEDICA CORPORATION