EXHIBIT 10.19.1

                  (American Bio Medica Corporation letterhead)


June 21, 2004

FOR SETTLEMENT PURPOSES ONLY
Brean Murray & Co., Inc.
570 Lexington Avenue
New York, NY 10022-6822

Dear Sirs:

      As we discussed  and agreed in March 2004,  with respect to the  purported
contract  between  American Bio Medica  Corporation  ("ABMC") and Brean Murray &
Co., Inc.  ("BM"),  dated  December 2, 2003,  ABMC believes that this  purported
contract is unenforceable for various reasons. However, for settlement purposes,
ABMC is prepared to agree as follows. ABMC is prepared to issue 300,000 warrants
to purchase  the common  stock of ABMC at $1.15 per share in  substantially  the
same form as outlined in the December 2, 2003  engagement  letter except for the
following changes: with piggyback registration rights only and exercisable on or
before  December  2, 2008.  Simultaneously,  BM will  surrender  150,000 of such
warrants.

      This  issuance  would  be  in  full  and  final   satisfaction  of  ABMC's
obligations  and BM's  obligations  as of March 31,  2004,  with respect to that
contract.  In exchange, we require a general release executed by BM with respect
to any and all claims BM may have against  ABMC,  its  officers,  directors,  or
employees.  In  addition,  ABMC is  prepared  to  release  BM from  any  further
obligation with respect to the purported contract.

      If you wish to settle this matter as described above, please indicate your
agreement  by  executing  this  letter  below and our counsel  will  prepare the
appropriate releases. Thank you.

Very truly yours,

AMERICAN BIO MEDICA                       AGREED TO AND ACCEPTED:
CORPORATION
                                          BREAN MURRAY & CO., INC.

By: /s/ Stanley Cipkowski                 By: /s/ William McCluskey
    ---------------------                     ---------------------
    Stanley Cipkowski, Founder


By: /s/ Keith E. Palmer
    -------------------
    Keith E. Palmer, CFO