Exhibit 4.1

These  securities may not be publicly offered or sold unless at the time of such
offer or sale,  the  person  making  such offer of sale  delivers  a  prospectus
meeting  the  requirements  of the  Securities  Act of 1933  forming a part of a
registration statement, or post-effective  amendment thereto, which is effective
under said act, or unless in the opinion of counsel to the  Company,  such offer
and sale is exempt from the provisions of Section 5 of said Act.

                                  W A R R A N T
                                  -------------

         For the Purchase of Common Stock, Par Value $.001 per Share of

                                VASOMEDICAL, INC.

     (Incorporated under the Laws of the State of Delaware)

                       VOID AFTER 5 P.M. FEBRUARY 26, 2001
                 (unless otherwise extended as provided herein)

                               Warrant to Purchase
                                 100,000 Shares

     THIS IS TO CERTIFY  that,  for value  received,  Peter F. Cohn is entitled,
subject to the terms and conditions set forth, until 5 P.M., New York City Time,
on February  26, 2001 to purchase the number of shares set forth above of Common
Stock, par value $.001 per share (the "Common Stock"),  of VASOMEDICAL,  INC., a
Delaware  corporation (the "Company"),  from the Company at a purchase price per
share of $1.44 if and to the extent this  Warrant is  exercised,  in whole or in
part,  during the period this Warrant remains in force,  subject in all cases to
adjustment  as provided  in Section 2 hereof,  and to receive a  certificate  or
certificates  representing  the  shares  of  Common  Stock  so  purchased,  upon
presentation  and  surrender  to the Company of this  Warrant,  with the form of
subscription  attached  hereto duly executed,  and accompanied by payment of the
purchase  price of each share  purchased  either in cash or by certified or bank
cashier's check payable to the order of the Company.

     1. The rights  represented by this Warrant are exercisable at the option of
the holder hereof in whole at any time, or in part from time to time, within the
period above specified at the price  specified on page 1 hereof.  In case of the
purchase  of less than all the shares as to which this  Warrant is  exercisable,
Company  shall cancel this Warrant upon the  surrender  hereof and shall execute
and  deliver  a new  Warrant  of  like  tenor  for  the  balance  of the  shares
purchasable hereunder.

     2. Adjustments to Exercise Price and Number of Securities.
          2.1 Subdivision and Combination. In case the Company shall at any time
subdivide or combine the outstanding  shares of Common Stock, the Exercise Price
shall  forthwith  be  proportionately  decreased in the case of  subdivision  or
increased in the case of combination.

          2.2  Adjustment in Number of Securities.  Upon each  adjustment of the
Exercise  Price  pursuant  to the  provisions  of this  Section 2, the number of
shares  issuable  upon the  exercise  of each  Warrant  shall be adjusted to the
nearest  full amount by  multiplying  a number  equal to the  Exercise  Price in
effect  immediately  prior to such  adjustment by the number of shares  issuable
upon exercise of the Warrants  immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price.

          2.3 Definition of Common Stock. For the purpose of this Agreement, the
term "Common Stock" shall mean (i) the class of stock designated as Common Stock
in the Certificate of  Incorporation  of the Company as may be amended as of the
date hereof, or (ii) any other class of stock resulting from successive  changes
or  reclassifications  of such Common Stock consisting  solely of changes in par
value, or from par value to no par value, or from no par value to par value.

          2.4  Merger  or  Consolidation.  In case of any  consolidation  of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the holder a supplemental  warrant  agreement  providing that the holder of each
Warrant then  outstanding or to be outstanding  shall have the right  thereafter
(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of such
<PAGE>
warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the company for which such warrant  might have been
exercised  immediately prior to such  consolidation,  merger,  sale or transfer.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 2. The above provisions of this
Subsection shall similarly apply to successive consolidations or mergers.

     3.  Registration Rights.
          3.1(a) Demand Registration Rights. The Company agrees that it will, at
the written request of the  Warrantholder on and after February 26, 1997, and at
the Company's  expense pursuant to subparagraph  (b) of this Section,  file with
the  Securities  and  Exchange  Commission   (sometimes  the  "SEC")  and  other
appropriate commissions and agencies a registration statement on the appropriate
forms under the Securities Act of 1933, as amended (the "Act" or the "Securities
Act"),  and  such  state,  district  or  territorial   securities  laws  as  the
Warrantholder  shall  reasonably  request,  registering or qualifying the Common
Stock  underlying  the Warrants for  distribution  or public  offering,  and the
Company  agrees to cause the above  filings to become  effective at the earliest
practicable  date and remain  effective  for no less than the longer of (x) nine
months after such registration statement's effective date, or (y) sixteen months
after the date of the most recently  audited  balance sheet of the Company filed
as part of the registration statement's financial statements; provided, however,
if the  Warrantholder  shall  be  required  by  the  Company  or any  regulatory
authority  to  discontinue  the  sale or  disposition  of any  Underlying  Stock
registered   pursuant  to  this   paragraph   for  any  period  for  any  reason
("Discontinuance  Period"), the period of time during which the Company shall be
required to maintain the registration  statement  effective shall be extended by
an amount  of time  equal to such  Discontinuance  Period.  If any  registration
statement  requested to be filed  pursuant to this section is not promptly filed
or is either withdrawn or fails to become effective for any reason, such request
shall not be  counted  as a request  under  this  Section.  Notwithstanding  the
foregoing,  the  Company may satisfy  its  obligation  hereunder  by filing such
registration  subsequent  to  February  2,  1996  without  having  received  the
Warrantholder's written request.

          (b)  Registration  Expenses.  All expenses  incident to the  Company's
performance of or compliance with this Agreement,  including without  limitation
all  registration  and filing fees, shall be borne by the Company whether or not
any of the registration statements or notifications become effective,  including
fees with  respect  to  filings  required  to be made with the SEC and  National
Association of Securities  Dealers,  Inc., fees and expenses for compliance with
securities  or blue sky laws,  and fees and  disbursements  of  counsel  for the
Company  and  of  independent  certified  public  accountants  of  the  Company,
securities  acts  liability  insurance  (if the Company so desires) and fees and
expenses  of other  persons  retained by the Company  (all such  expenses  being
herein called "Registration Expenses").

          3.2 Indemnification Provisions.
               (i)  Indemnification  by  Company.   Whenever  pursuant  to  this
paragraph a registration  statement or  notification  relating to the Underlying
Stock is filed  under the Act or any state  "Blue  Sky"  securities  law,  or is
amended or  supplemented,  the Company  will  indemnify  and hold  harmless  the
Warrantholder,  and each  underwriter  (within  the  meaning of the Act) of such
securities and each person, if any, who controls (within the meaning of the Act)
any such underwriter,  against any losses, claims, damages or liabilities, joint
or several, to which the Warrantholder,  any such controlling person or any such
underwriter  may become  subject,  under the Act or  otherwise,  insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue  statement  or alleged  untrue  statement of any
material fact contained in any such  registration  statement or any  preliminary
prospectus or final  prospectus  constituting a part thereof or any amendment or
supplement  thereto,  or arise out of or are based  upon the  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  or arise out of the Company's  breaching any
of its  obligations  hereunder,  or  the  inaccuracy  of  any  of the  Company's
representations  and  warranties  hereunder;  and the Company will reimburse the
Warrantholder  and each  underwriter for any legal or other expenses  reasonably
incurred  by  the   Warrantholder   or  such   underwriter  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case to the
extent, but only to the extent,  that any such loss, claim,  damage or liability
arises  out of or is  based  upon  an  untrue  statement  in  said  registration
statement, said preliminary prospectus,  said final prospectus or said amendment
or  supplement  in reliance  upon and in  conformity  with  written  information
furnished by the Warrantholder for use in the preparation thereof.
<PAGE>
               (ii) Indemnification by the Warrantholder. The Warrantholder will
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
officers who has signed said  registration  statement or  notification  and such
amendments and supplements  thereto,  and each person,  if any, who controls the
Company (within the meaning of the Act) against any losses,  claims,  damages or
liabilities  that arise out of or are based  upon any  untrue or alleged  untrue
statement of any material fact contained in said  registration  statement,  said
preliminary prospectus,  said final prospectus, or said amendment or supplement,
or that arise out of or are based upon the  omission or the alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  in each case to the extent, but only to
the extent,  that such untrue  statement or alleged untrue statement or omission
or alleged omission was made in said  registration  statement,  said preliminary
prospectus,  said final  prospectus or said  amendment or supplement in reliance
upon and in conformity with written  information  furnished by the Warrantholder
for use in the preparation  thereof;  and will reimburse the Company or any such
director,  officer  or  controlling  person  for any  legal  or  other  expenses
reasonably incurred by him or them in connection with investigating or defending
any  such  loss,  claim,  damage,  liability  or  action.   Notwithstanding  the
foregoing,  the maximum  amount  which may be recovered  from the  Warrantholder
shall be limited  to the  amount of  proceeds  received  by such  person in said
Registration Statement from the sale of the Underlying Stock.

               (iii) Notice of Claim.  Promptly  after receipt by an indemnified
party under this paragraph  (iii) of notice of the  commencement  of any action,
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying  party, give the indemnifying  party notice of the commencement
thereof;  but the omission to so notify the indemnifying  party will not relieve
it from any liability which it may have to any indemnified  party otherwise than
under this paragraph (iii).

               (iv) Defense of Claim.  If any such action is brought against any
indemnified  party, and the indemnified party notifies an indemnifying  party of
the commencement thereof, the indemnifying party will be entitled to participate
in, and to assume the defense  thereof,  and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof, the indemnifying party will not be liable to such indemnified party for
any legal or other expenses  subsequently  incurred by such indemnified party in
connection with the defense thereof.  If the indemnifying  party determines that
it cannot  assume the defense of such action for any  reason,  the  indemnifying
party will pay all reasonable attorney's fees and disbursements  incurred by the
indemnified  party in connection with such action.  Nothing herein shall prevent
the indemnified parties from retaining their own counsel at their own expense in
connection with any such action.  No indemnified party shall settle any claim or
action without the prior written consent of the indemnifying party.

     4.  The  Company  agrees  at all  times  to  reserve  or hold  available  a
sufficient  number  of shares  of  Common  Stock to cover  the  number of shares
issuable upon the exercise of this and all other Warrants of the same class. The
Company  hereby  represents  and  warrants  that  this  Warrant  has  been  duly
authorized  by the Company and has been validly  executed  and  delivered by the
Company and the Warrant  constitutes the legal,  valid and binding  agreement of
the Company, enforceable in accordance with its terms, except to the extent that
the  enforceability  hereof  or  thereof  may  be  limited  by  (a)  bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws from time to time in
effect and affecting the rights of creditors generally, (b) limitations upon the
power of a court to grant specific  performance or any other  equitable  remedy,
and (c) a finding by a court of competent  jurisdiction that the indemnification
provisions  herein are in violation of public policy.  The Common Stock issuable
upon exercise of this Warrant has been duly authorized and, when issued and paid
for in accordance with the terms hereof, will be validly issued,  fully paid and
non- assessable; the holders thereof are not and will not be subject to personal
liability  solely by reason of being such  holders;  the Warrants and the Common
Stock  are  not  and  will  not be  subject  to  the  preemptive  rights  of any
stockholder of the Company;  and all corporate  action  required to be taken for
the  authorization,  issuance and sale of the Warrants and the Underlying Common
Stock has been duly and validly taken by the Company.

     5. This Warrant shall not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company,  or to any other rights whatsoever
except the rights herein expressed,  and no dividends shall be payable or accrue
in respect  of this  Warrant or the  interest  represented  hereby or the shares
purchasable  hereunder  until or unless,  and except to the  extent  that,  this
Warrant shall be exercised.

     6. This Warrant has been issued in connection  with  services  performed by
the Warrantholder.

     7. This Warrant is  exchangeable  upon the  surrender  hereof by the holder
hereof  to the  Company  for new  Warrants  of like  tenor  representing  in the
aggregate the right to purchase the number of shares purchasable hereunder, each
of such new Warrants to represent the right to purchase such number of shares as
<PAGE>
shall be  designated by the holder  hereof at the time of such  surrender.  This
Warrant  may  be  transferred  in  whole  or in  part  to  officers,  directors,
shareholders,  partners or affiliates (as such term is defined in the Securities
Act of 1934, as amended) of the Company.

     8.  The  Company  will   transmit  to  the  holder  of  this  Warrant  such
information, documents, and reports as are generally distributed to shareholders
of the Company concurrently with the distribution thereof to such shareholders.

     9.  Notices  to be given to the holder of this  Warrant  shall be deemed to
have  been  sufficiently  given if  delivered  personally  or sent by  overnight
courier  or  messenger  or sent by  registered  or  certified  mail (air mail if
overseas),  return  receipt  requested,  or by  telex,  facsimile  transmission,
telegram or similar means of communication. Notices shall be deemed to have been
received on the date of personal delivery, facsimile transmission, or if sent by
certified or registered mail,  return receipt  requested,  shall be deemed to be
delivered on the third  business  day after the date of mailing.  The address of
the Company is 180 Linden Avenue, Westbury, NY 11590, and the Company shall give
written notice of any change of address to the holder hereof.

     10. The Company  consents to the  jurisdiction of any court of the State of
New York and of any  federal  court  located  in New York.  The  Company  waives
personal  service of any summons,  complaint or other process in connection with
any such action or  proceeding  and agrees that service  thereof may be made, by
certified mail directed to the Company or, in the alternative, in any other form
or manner permitted by law.

     11. This Warrant  shall be governed,  construed and  interpreted  under the
laws of the State of New York  without  giving  effect  to the  rules  governing
conflicts of law.

     12.  This  Warrant  shall  not  be  assignable  or   transferable   by  the
Warrantholder  without the written  consent of the Company other than by will or
by the laws of descent or distribution,  and is exercisable  during the lifetime
of  the  Warrantholder  only  by  the  Warrantholder.  Upon  the  death  of  the
Warrantholder  during  the  term  of  this  agreement,  this  Warrant  shall  be
exercisable,  to the  extent it has vested in  accordance  with its terms at the
time of death of the  Warrantholder,  by his personal  representative or him, as
the case may be, within the twelve-month period next succeeding the death of the
Warrantholder  or prior to the  earlier  date on which  the  option  expires  in
accordance with its terms.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
the  signature  of its  President  and its  seal  affixed  and  attested  by its
Secretary.

Dated as of: February 26, 1996
                                      VASOMEDICAL, INC.

                                      By: /s/ Anthony Viscusi
                                         -----------------------------
[Corporate Seal]                         Anthony Viscusi, President

ATTEST:

/s/ Joseph A. Giacalone
------------------------------
Joseph A. Giacalone, Secretary
<PAGE>
                              ELECTION TO PURCHASE

     The  undersigned  hereby  irrevocably  elects  to  exercise  ______________
Warrants   represented   by   this   Warrant   Certificate   and   to   purchase
________________  shares of Common  Stock  issuable  upon the  exercise  of said
Warrants, and requests that certificates for such shares be issued and delivered
as follows:

ISSUE TO:

                                     (NAME)

                          (ADDRESS, INCLUDING ZIP CODE)


              (SOCIAL SECURITY OR OTHER TAX IDENTIFICATION NUMBER)

DELIVER TO:

                                     (NAME)

at

                          (ADDRESS, INCLUDING ZIP CODE)


     If the number of Warrants  hereby  exercised  is less than all the Warrants
represented by this Warrant  Certificate,  the  undersigned  requests that a new
Warrant  Certificate  representing  the number of full Warrants not exercised be
issued and delivered as set forth below.

     In  full  payment  of the  purchase  price  with  respect  to the  Warrants
exercised and transfer taxes, if any, the undersigned  hereby tenders payment of
$__________ in cash or by certified or cashier's  check payable in United States
currency to the order of Vasomedical, Inc.

Dated: _______________, 19___

Name of Warrantholder:

______________________________________

Address:

______________________________________

______________________________________

Signature:

______________________________________