EXHIBIT 10.19.1
(American Bio Medica Corporation letterhead)
June 21, 2004
FOR SETTLEMENT PURPOSES ONLY
Xxxxx Xxxxxx & Co., Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs:
As we discussed and agreed in March 2004, with respect to the purported
contract between American Bio Medica Corporation ("ABMC") and Xxxxx Xxxxxx &
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
XXXXX XXXXXX & CO., INC.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxxx XxXxxxxxx
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Xxxxxxx Xxxxxxxxx, Founder
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, CFO
