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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-04-002655.txt : 20041124
<SEC-HEADER>0001019687-04-002655.hdr.sgml : 20041124
<ACCEPTANCE-DATETIME>20041124130756
ACCESSION NUMBER:		0001019687-04-002655
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041119
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041124
DATE AS OF CHANGE:		20041124

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BIOMERICA INC
		CENTRAL INDEX KEY:			0000073290
		STANDARD INDUSTRIAL CLASSIFICATION:	DENTAL EQUIPMENT & SUPPLIES [3843]
		IRS NUMBER:				952645573
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08765
		FILM NUMBER:		041166248

	BUSINESS ADDRESS:	
		STREET 1:		1533 MONROVIA AVENUE
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663
		BUSINESS PHONE:		9496452111

	MAIL ADDRESS:	
		STREET 1:		1533 MONROVIA AVENUE
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NMS PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19871130

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUCLEAR MEDICAL SYSTEMS INC
		DATE OF NAME CHANGE:	19830216

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NUCLEAR INSTRUMENTS INC
		DATE OF NAME CHANGE:	19720508
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>biomerica_8k-112204.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                November 19, 2004
                Date of Report (date of earliest event reported)


                                 BIOMERICA, INC.
                                 ---------------
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                         0-8765                    95-2645573
    --------                         ------                    ----------
(State or Other                   (Commission                (IRS Employee
Jurisdiction of                   File Number)               Identification
                                                                Number)

                              1533 Monrovia Avenue
                         Newport Beach, California 92663
                         -------------------------------
                     (Address of Principal Executive Offices
                               Including Zip Code)

                                  949-645-2111
                                  ------------
                         (Registrant's Telephone Number,
                              Including Area Code)


                                   ----------
                    (Former Name or Former Address if Changed
                               Since Last Report)



<PAGE>

Table of Contents:
- ------------------
Item 1.01 Entry into an amendment of an agreement that is material to the
          registrant.
Item 9.01 Financial Statements and Exhibits
Signatures
Exhibit 99.1
Amendment of the Note, Loan and Modification Agreement.



Item 1.01 Entry into an amendment of an agreement that is material to the
registrant.

         On November 19, 2004, the Company entered into an agreement entitled
"Amendment of the Note, Loan and Modification Agreement". This amends the "Loan
Modification, Forbearance and Security Agreement" and "Amended and Restated
Promissory Note" which were included as exhibits to the Form 10QSB filed April
14, 2004. The Amendment of the Note, Loan and Modification Agreement is filed
herewith as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

(c)      Exhibits

     99.1  Amendment of the Note, Loan and Modification Agreement.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        BIOMERICA, INC.

Dated: November 19, 2004                By: /s/ Zackary S. Irani
                                            -------------------------------
                                            Name: Zackary S. Irani
                                            Title:  Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>biomerica_8kex99-1.txt
<TEXT>
<PAGE>
EXHIBIT 99.1

                                    AMENDMENT
                                     of the
                      Note, Loan and Modification Agreement

         This writing, effective as of September 1, 2004, (the "Amendment"),
modifies the terms of the Loan Agreement, dated September 12, 2000 (the "Loan
Agreement") between Biomerica, Inc., a Delaware corporation (the "Borrower"),
Janet Moore as Trustee of the JANET MOORE TRUST DATED AUGUST 21, 1998 (the
"Lender"), the Loan Modification, Forbearance and Security Agreement (the
"Modification Agreement") dated March 12, 2004, among Borrower, Lender and Janet
Moore, as an individual ("Moore"), and the Amended and Restated Promissory Note,
dated March 19, 2004, in principal amount of $313,318.00 (the "Note"), executed
in connection with the loan by Lender to Borrower (the "Loan").

         In consideration of the extension of the maturity date granted herein
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

         1. EXTENSION OF MATURITY DATE. Under the terms of the Note, the Loan
matures on September 1, 2004. The Maturity Date, as defined in the Note, is
hereby extended until August 31, 2005. Lender agrees that any and all defaults
or events of default which may have occurred solely as a result of Borrower's
failure to repay the Loan at maturity are hereby waived, but Lender expressly
reserves any and all rights and remedies of Lender with respect to any other
defaults or events of default which may have occurred and may now be continuing
or which may occur after the date hereof.

         2. REAFFIRMATION OF LOAN. Borrower reaffirms all of its obligations
arising under or with respect to the Loan, and Borrower acknowledges that it has
no claims, offsets or defenses with respect to the payment of sums due under the
Note, the Modification Agreement or any other document or agreement executed in
connection therewith. The security interest previously granted by Borrower to
Lender in connection with the Loan secures payment and performance of the Loan
as amended to date.

         3. PAYMENTS BY BORROWER TO LENDER. This Amendment establishes the
following payment schedule from the Borrower to the Lender for the principal and
interest due on the Note:

         a)       Borrower shall pay $4,000.00 per month payable in two
                  installments of $2,000 each on the first (1st) and fifteenth
                  (15th) day of each month or on such other dates as agreed
                  upon, in writing, between Lender and Borrower.

<PAGE>

         b)       Not later than 50 days after the end of each of the Borrower's
                  fiscal quarters and its fiscal year end, Borrower shall pay a
                  sum equal to one-half (1/2) of the Borrower's revenues after
                  deducting cash expenses (non-cash items such as depreciation,
                  amortization, stock option expense, subsidiary and/or
                  affiliate losses, salary accruals, etc. shall not be deducted
                  from income) as calculated for the fiscal quarter then ending
                  between the date hereof and August 31, 2005. This payment by
                  Borrower to Lender shall not exceed $3,500 per month in the
                  relevant quarter. The Borrower shall make its payment to the
                  Lender within two (2) business days after the Borrower has
                  filed its financial statements on Forms 10-QSB or 10-KSB, as
                  applicable, with the Securities and Exchange Commission, and
                  such payments shall be determined based on such financial
                  statements, as adjusted to reflect any adjustments required by
                  the Borrower's accountants in connection with their review or
                  audit of those statements, as applicable.

         4. DEFERRAL OF SALARY. Borrower acknowledges and agrees that the
agreements between Borrower and Moore set forth in Section 7 of the Modification
Agreement with respect to the deferral of salary payable by Borrower to Moore
during the Forbearance Period (as defined in the Modification Agreement) have
terminated, effective as of August 31, 2004.

         5. OTHER TERMS. All other terms of the Note, the Loan Agreement and
              the Modification Agreement not specifically modified by this
              Amendment remain in full force and effect.






                       [Signatures on the Following Page]


                                       2
<PAGE>



       IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives, effective as of the day and
year first above written.

Borrower                                    Lender
- --------                                    ------
BIOMERICA, INC.                             JANET MOORE, as Trustee of the JANET
                                            MOORE TRUST DATED AUGUST 21, 1998


By: /s/ Zackary S. Irani                    By: /s/ Janet Moore
    -------------------------------             --------------------------------
    Zackary S. Irani                            Janet Moore as Trustee and not
                                                individually

Title: Chief Executive Officer
       ----------------------------


Janet Moore, individually


/s/ Janet Moore
- --------------------------------

                                      S-1

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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