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                                                                     EXHIBIT 4.4


           FORM OF WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

April 9, 2001

25,000 Shares

THIS CERTIFIES THAT for value received Somanetics Corporation (the "Company"),
hereby certifies that Brean Murray & Co., Inc., or a permitted assign thereof,
is entitled to purchase from the Company, at any time or from time to time
commencing April 9, 2002 and prior to 5:00 P.M., New York City time, on April 9,
2006, Twenty-five Thousand (25,000) fully paid and nonassessable common shares
of the Company for an aggregate purchase price of $52,500 (computed on the basis
of US $2.10 per share). Upon issuance, the warrants shall be fully vested.
(Hereinafter, (i) said common shares, 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 is subject to adjustment as hereinafter provided; in the
event of any such adjustment, 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.

I.       Exercise of Warrant.

         A.   Warrant Exercise

         This Warrant may be exercised, in whole at any time or in part from
         time to time, commencing April 9, 2002 and prior to 5:00 P.M., New York
         City time, on April 9, 2006, 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 IX(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 or the Warrant may be exercised by surrender of
         the Warrant without payment of any other consideration, commission or
         remuneration, by execution of the cashless exercise subscription form
         (at the end hereof, duly executed). The number of shares to be issued
         in exchange for the Warrant will be computed by subtracting the Warrant
         Exercise Price from the closing bid price of the common


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         stock on the date of receipt of the cashless exercise subscription
         form, multiplying that amount by the number of shares represented by
         the Warrant, and dividing by the closing bid price as of the same date.

         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 Covering the Warrant Shares which
         have not been exercised and setting forth the proportionate part of the
         Aggregate Warrant Price applicable to such Warrant Shares. Upon such
         surrender of this Warrant, the Company will (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, 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 (b) 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.

II.      Reservation of Warrant Shares; Listing.

         The Company agrees that, prior to the expiration of this Warrant, the
         Company will at all times (a) 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 preemptive rights.

III.     Protection Against Certain Dilutive Events.

         A.   If, at any time or from time to time after the date of this
              Warrant, the Company shall issue or distribute to the holders of
              shares of Common Stock evidences of its indebtedness, any other
              securities of the Company or any cash, property or other assets
              (excluding a subdivision, combination or reclassification, or
              dividend or distribution payable in shares of Common Stock,
              referred to in Subsection III(b), and also excluding cash
              dividends or cash distributions paid out of net profits legally
              available therefor if the full amount thereof, together with the
              value of other dividends and distributions made substantially
              concurrently therewith or pursuant to a plan which includes
              payment thereof, is equivalent to not more than 5% of the
              Company's net worth) (any such nonexcluded event being herein
              called a "Special Dividend"), the Per Share Warrant Price shall be
              adjusted by multiplying the Per Share Warrant Price then in effect
              by a fraction, the numerator of which shall be the then current
              market price of the Common Stock (defined as the average for the
              thirty consecutive business days immediately prior to the record
              date of the daily closing price of the Common Stock as reported by
              the NASDAQ system less the fair market value (as determined by the
              Company's Board of Directors) of the evidences of indebtedness,
              securities or property, or other assets issued or distributed in
              such Special Dividend applicable to one share of Common Stock and
              the denominator of which shall be such then current market price
              per




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              share of Common Stock. An adjustment made pursuant to this
              Subsection III(A) shall become effective immediately after the
              record date of any such Special Dividend.

         B.   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 (iv) 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
              III(B) 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 III(B), 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 a 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 or capital stock or shares of Common Stock and other
              capital stock.

         C.   Except as provided in Subsection III(A) and III(D), in case the
              Company shall hereafter issue or sell any rights, options,
              warrants or securities convertible into Common Stock entitling the
              holders thereof to purchase Common Stock or to convert such
              securities into Common Stock at a price per share (determined by
              dividing (i) the total amount, if any, received or receivable by
              the Company in consideration of the issuance or sale of such
              rights, options, warrants or convertible securities plus the total
              consideration, if any, payable to the Company upon exercise or
              conversion thereof (the "Total Consideration") by (ii) the number
              of additional shares of common stock issuable upon exercise or
              conversion of such securities) less than the then current Per
              Share Warrant Price in effect on the date of such issuance or
              sale, the Per Share Warrant Price shall be adjusted as of the date
              of such issuance or sale so that the same shall equal the price
              determined by dividing (i) the sum of (a) the number of shares of
              Common Stock outstanding on the date of such issuance or sale
              multiplied by the Per Share Warrant Price plus (b) the Total
              Consideration by (ii) the number of shares of Common Stock
              outstanding on the date of such issuance or sale plus the maximum
              number of additional shares of Common Stock issuable upon exercise
              or conversion of such securities. The provision of this section
              shall not apply to the issuance of any shares of Common Stock on
              the exercise conversion or exchange of any rights, options,
              warrants or convertible securities outstanding on the date hereof
              or any such shares issued to employees, directors, or consultants,
              pursuant to the Company's Non-Employee Director Plan, Omnibus
              Stock Plan or Employee Stock Purchase Plan based upon the number
              of options or shares currently authorized under such plan
              increased by 50%.


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         D.   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 of 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 had
              this Warrant been converted immediately prior to the effective
              date of 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 deliverable on the
              conversion of this Warrant. The above provisions of this
              Subsection III(D) 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.

         E.   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 III(e) 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 III (other than this Subsection III(e)
              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 III 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 III 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 III,
              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.


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         F.   Whenever the Per Share Warrant Price is adjusted as provided in
              this Section III and upon any modification of the rights of a
              Holder of Warrants in accordance with this Section III, the
              Company shall promptly obtain, at its expense, a certificate of a
              firm of independent public accountants of recognized standing
              selected by the Board of Directors (who may be the regular
              auditors of the Company) setting forth the Per Share Warrant Price
              and the number of Warrant Shares after such adjustment or the
              effect of such modification, a brief statement of the facts
              requiring such adjustment or modification and the manner of
              computing the same and cause copies of such certificate to be
              mailed to the Holders of the Warrants.

         G.   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.

IV.      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
         preemptive 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 therefor.

V.       Registration Under Securities Act of 1933.

         A.   The Company agrees that if, at any time and from time to time
              during the period commencing on April 9, 2002 and ending on April
              9, 2006, the Board of Directors of the Company shall authorize the
              filing of a registration statement or a post-effective amendment
              to a registration statement (any such registration statement being
              hereinafter called a "Subsequent Registration Statement") under
              the Act other than a registration statement on Form S-8 or other
              form which does not include substantially the same information as
              would be required in a form for the general registration of
              securities) in connection with the proposed offer of any of its
              securities by it or any of its shareholders, the Company will (i)
              promptly notify the Holder and each of the Holders, if any, of
              other Warrants and/or Warrant Shares that such Subsequent
              Registration Statement will be filed and that the Warrant Shares
              which are then held, and/or which may be acquired upon the
              exercise of the Warrants, by the Holder and such Holders, will, at
              the Holder's and such Holders' request, be included in such
              Subsequent Registration Statement, (ii) include in the securities
              covered by such Subsequent Registration Statement all Warrant
              Shares which it has been so requested to include, (iii) use its
              best efforts to cause such Subsequent Registration Statement to
              become effective as soon as practicable and (iv) take all other




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              action necessary under any Federal or state law or regulation of
              any governmental authority to permit all Warrant Shares which it
              has been so requested to include in such Subsequent Registration
              Statement or to be sold or otherwise disposed of, and will
              maintain such compliance with each such Federal and state law and
              regulation of any governmental authority for the period necessary
              for the Holder and such Holders to effect the proposed sale or
              other disposition.

         B.   Whenever the Company is required pursuant to the provisions of
              this Section V to include Warrant Shares in a registration
              statement or a post-effective amendment to a registration
              statement, the Company shall (i) furnish each Holder of any such
              Warrant Shares and each underwriter of such Warrant Shares with
              such copies of the prospectus, including the preliminary
              prospectus, conforming to the Act, (and such other documents as
              each such Holder or each such underwriter may reasonably request)
              in order to facilitate the sale or distribution of the Warrant
              Shares, (ii) use its best efforts to register or qualify such
              Warrant Shares under the blue sky laws (to the extent applicable)
              of such jurisdiction or jurisdictions as the Holders of any such
              Warrant Shares and each underwriter of Warrant Shares being sold
              by such Holders shall reasonably request and (iii) take such other
              actions as may be reasonably necessary or advisable to enable such
              Holders and such underwriters to consummate the sale or
              distribution in such jurisdiction or jurisdictions in which such
              Holders shall have reasonably requested that the Warrant Shares be
              sold.

         C.   The Company shall pay all expenses incurred in connection with any
              registration or other action pursuant to the provisions of this
              Section 5, other than underwriting discounts and applicable
              transfer taxes relating to the Warrant Shares.

         D.   The Company will indemnify the Holders of Warrant Shares which are
              included in each Subsequent Registration Statement substantially
              to the same extent as the Company has indemnified the underwriters
              (the "Underwriters") of its public offering of Common Stock
              pursuant to the Underwriting Agreement and such Holders will
              indemnify the Company (and the underwriters, if applicable) with
              respect to information furnished by them in writing to the Company
              for inclusion therein substantially to the same extent as the
              Underwriters have indemnified the Company.

VI.      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 Brean Murray & Co., Inc., (b) to any
         of the officers, managing directors, employees, any associates of Brean
         Murray & Co., Inc., 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. 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



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         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.

VII.     Loss, etc., of Warrant.

         Upon receipt of evidence satisfactory to the Company of the 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.

VIII.    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 a
         shareholder of the Company, as such, in respect of any matters
         whatsoever, or any other rights or liabilities as a shareholder, prior
         to the exercise hereof.

IX.      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 and is
         mailed by first-class mail, postage prepaid, addressed to:

         A.   the Company at 1653 East Maple Road, Troy, MI 48083

         B.   the Holder at 570 Lexington Avenue, New York, New York 10022, or
              such other address as the Holder has designated in writing to the
              Company.

X.       Headings.

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

XI.      Applicable Law.

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


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IN WITNESS WHEREOF, the Parties have caused this Warrant Agreement to be duly
executed as of the day, month and year first above written.

                                        Somanetics Corporation

                                         By:  /s/ Bruce J. Barrett
                                             -----------------------------------
                                                 Bruce J. Barrett
                                                 Chief Executive Officer


                                        Brean Murray & Co., Inc.

                                        By:   /s/ A. Brean Murray
                                              ----------------------------------
                                        Its:  Chairman, CEO, and President
                                              ----------------------------------



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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 Somanetics Corporation covered by said Warrant, and makes
payment therefor 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 Somanetics Corporation.


Dated:                              Signature:
        --------------------                   ---------------------------------
                                    Address:
                                               ---------------------------------

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


                               PARTIAL ASSIGNMENT


FOR VALUE RECEIVED_________________________ hereby assigns and transfers unto
_________________________the right to purchase ________________ shares of the
Common Stock of Somanetics Corporation by the foregoing Warrant, and a
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 Somanetics Corporation.


Dated:                              Signature:
        --------------------                   ---------------------------------
                                    Address:
                                               ---------------------------------

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



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                           CASHLESS EXERCISE SUBSCRIPTION


The undersigned, ______________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe to that number of shares of Common
Stock of Somanetics Corporation as are issuable in accordance with the formula
set forth in paragraph 1(b) of the Warrant, and makes payment therefore in full
by surrender and delivery of this Warrant.


Dated:                              Signature:
        --------------------                   ---------------------------------
                                    Address:
                                               ---------------------------------

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