EXHIBIT 10.2

                        WARRANT TO PURCHASE COMMON STOCK

THIS WARRANT AND THE  SECURITIES  ISSUABLE  HEREUNDER  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY
MAY NOT BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR  OTHERWISE  TRANSFERRED  IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE
STATE  SECURITIES  LAWS OR THE  AVAILABILITY  OF AN EXEMPTION FROM  REGISTRATION
UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                        WARRANT TO PURCHASE COMMON STOCK

Number of Shares:       Up to _______ shares (subject to adjustment)
Warrant Price:          $0.69 per share
Issuance Date:          July 19, 2005
Expiration Date:        July 19, 2010



THIS WARRANT  CERTIFIES  THAT for value  received,  _____________________ or its
registered  assigns  (hereinafter  called the  "Holder") is entitled to purchase
from Vasomedical,  Inc. (hereinafter called the "Company"), the above referenced
number of fully paid and  nonassessable  shares (the  "Shares")  of common stock
(the "Common  Stock"),  of Company,  at the Warrant  Price per Share  referenced
above; the number of shares purchasable upon exercise of this Warrant referenced
above being subject to adjustment  from time to time as described  herein.  This
Warrant is issued in connection with that certain  Subscription  Agreement dated
as of July 19,  2005,  by and between the Company and Holder (the  "Subscription
Agreement").  The exercise of this Warrant  shall be subject to the  provisions,
limitations and restrictions contained herein.

1.   Term and Exercise.

1.1 Term.  This  Warrant is  exercisable  in whole or in part (but not as to any
fractional  share of Common Stock),  at any time and from time to time after the
date hereof prior to 6:00 p.m. on the Expiration Date set forth above.

1.2  Warrant  Price.  The Warrant  shall be  exercisable  at the  Warrant  Price
described above.

1.3  Maximum  Number of Shares.  The  maximum  number of Shares of Common  Stock
exercisable pursuant to this Warrant is _______ Shares. However, notwithstanding
anything  herein to the  contrary,  in no event shall the Holder be permitted to
exercise this Warrant for a number of Shares  greater than the number that would
cause  the  aggregate   beneficial  ownership  of  the  Company's  Common  Stock
(calculated  pursuant to Rule 13d-3 of the  Securities  Exchange Act of 1934, as
amended) of (a) the Holder and its  affiliates or (b) M.A.G.  Capital,  LLC, and
its affiliates, to equal 9.99% of the Company's Common Stock then outstanding.

1.4  Procedure  for  Exercise of Warrant.  Holder may  exercise  this Warrant by
delivering  the following to the  principal  office of the Company in accordance
with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially
the form  attached  as Schedule  A, (ii)  payment of the  Warrant  Price then in
effect for each of the Shares being  purchased,  as  designated in the Notice of
Exercise,  and (iii) this Warrant.  Payment of the Warrant Price may be in cash,
certified or official  bank check  payable to the order of the Company,  or wire
transfer of funds to the  Company's  account (or any  combination  of any of the
foregoing) in the amount of the Warrant Price for each share being purchased.

1.5 Delivery of Certificate and New Warrant. In the event of any exercise of the
rights represented by this Warrant, a certificate or certificates for the shares
of Common Stock so purchased, registered in the name of the Holder or such other
name or  names as may be  designated  by the  Holder,  together  with any  other
securities  or other  property  which the Holder is  entitled  to  receive  upon
exercise  of this  Warrant,  shall be  delivered  to the Holder  hereof,  at the
Company's expense, within a reasonable time, not exceeding fifteen (15) calendar
days, after the rights represented by this Warrant shall have been so exercised;
and, unless this Warrant has expired,  a new Warrant  representing the number of
Shares (except a remaining fractional share), if any, with respect to which this
Warrant  shall not then have been  exercised  shall also be issued to the Holder
hereof within such time. The person in whose name any  certificate for shares of
Common Stock is issued upon  exercise of this Warrant  shall for all purposes be
deemed to have  become the holder of record of such  shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was received by the
Company, irrespective of the date of delivery of such certificate,  except that,
if the date of such  surrender and payment is on a date when the stock  transfer
books of the Company are closed,  such person shall be deemed to have become the
holder of such Shares at the close of business  on the next  succeeding  date on
which the stock transfer books are open.

1.6  Restrictive  Legend.  Each  certificate for Shares shall bear a restrictive
legend in substantially the form as follows, together with any additional legend
required by (i) any  applicable  state  securities  laws and (ii) any securities
exchange upon which such Shares may, at the time of such exercise, be listed:

     The shares of stock evidenced by this  certificate have not been registered
     under the U.S. Securities Act of 1933, as amended,  and may not be offered,
     sold,  pledged or otherwise  transferred  ("transferred") in the absence of
     such registration or an applicable exemption  therefrom.  In the absence of
     such  registration,  such  shares  may not be  transferred  unless,  if the
     Company  requests,  the Company has received a written opinion from counsel
     reasonably  satisfactory to the Company in form and substance  satisfactory
     to the Company  stating that such transfer is being made in compliance with
     all applicable federal and state securities laws.

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate  bearing  such  legend  shall also bear such legend  unless,  in the
opinion of counsel for the Holder  thereof  (which  counsel  shall be reasonably
satisfactory  to the Company),  the securities  represented  thereby are not, at
such time, required by law to bear such legend.

1.7 Fractional  Shares.  No fractional Shares shall be issuable upon exercise or
conversion of the Warrant. In the event of a fractional interest,  the number of
Shares to be issued shall be rounded down to the nearest whole Share.

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2.   Representations, Warranties and Covenants.

2.1  Representations and Warranties.

     (a) The Company is a corporation  duly organized,  validly  existing and in
good standing under the laws of its state of incorporation and has all necessary
power and authority to perform its obligations under this Warrant;

     (b) The execution,  delivery and  performance of this Warrant has been duly
authorized by all necessary  actions on the part of the Company and  constitutes
the legal, valid and binding obligation of the Company,  enforceable against the
Company in accordance with its terms; and

     (c) This  Warrant  does not violate and is not in conflict  with any of the
provisions  of  the  Company's  Articles  of  Incorporation  or  Certificate  of
Determination, Bylaws and any resolutions of the Company's Board of Directors or
stockholders,  or any agreement of the Company, and no event has occurred and no
condition or circumstance  exists that might (with or without notice or lapse of
time)  constitute  or result  directly  or  indirectly  in such a  violation  or
conflict.

2.2  Issuance  of Shares.  The Company  covenants  and agrees that all shares of
Common Stock that may be issued upon the exercise of the rights  represented  by
this  Warrant  will,  upon  issuance,   be  validly   issued,   fully  paid  and
nonassessable,  and free from all taxes,  liens and charges  with respect to the
issue thereof.  The Company  further  covenants and agrees that it will pay when
due and  payable  any and all  federal  and state  taxes which may be payable in
respect  of the  issue of this  Warrant  or any  Common  Stock  or  certificates
therefor  issuable  upon the  exercise  of this  Warrant.  The  Company  further
covenants  and agrees that the  Company  will at all times have  authorized  and
reserved,  free from preemptive  rights, a sufficient number of shares of Common
Stock to provide  for the  exercise  in full of the rights  represented  by this
Warrant.  If at any time the number of authorized but unissued  shares of Common
Stock of the  Company  shall not be  sufficient  to effect the  exercise  of the
Warrant in full,  subject to the  limitations  set forth in Section  1.3 hereto,
then the Company will take all such  corporate  action as may, in the opinion of
counsel to the Company,  be necessary or advisable to increase the number of its
authorized  shares of Common Stock as shall be sufficient to permit the exercise
of the  Warrant in full,  subject to the  limitations  set forth in Section  1.3
hereto, including without limitation,  using its commercially reasonable efforts
to obtain any  necessary  stockholder  approval  of such  increase.  The Company
further  covenants and agrees that if any shares of capital stock to be reserved
for the  purpose of the  issuance of shares  upon the  exercise of this  Warrant
require  registration  with or approval of any governmental  authority under any
federal or state law before such shares may be validly  issued or delivered upon
exercise,  then the Company will in good faith and as  expeditiously as possible
endeavor to secure such registration or approval,  as the case may be. If and so
long as the Common Stock issuable upon the exercise of this Warrant is listed on
any national  securities  exchange or the Nasdaq Stock Market, the Company will,
if  permitted by the rules of such  exchange or market,  list and keep listed on
such exchange or market,  upon official  notice of issuance,  all shares of such
Common Stock issuable upon exercise of this Warrant.

3.   Other Adjustments.

3.1 Subdivision or Combination of Shares.  In case the Company shall at any time
subdivide  its  outstanding  Common Stock into a greater  number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  subdivision  shall  be
proportionately  reduced, and the number of Shares subject to this Warrant shall
be  proportionately  increased,  and conversely,  in case the outstanding Common
Stock of the Company  shall be  combined  into a smaller  number of shares,  the
Warrant  Price  in  effect  immediately  prior  to  such  combination  shall  be
proportionately  increased,  and the number of Shares  subject  to this  Warrant
shall be proportionately decreased.

3.2 Dividends in Common Stock,  Other Stock or Property.  If at any time or from
time to time the  holders  of  Common  Stock  (or any  shares  of stock or other
securities at the time  receivable upon the exercise of this Warrant) shall have
received or become entitled to receive, without payment therefor:

     (a) Common Stock,  Options or any shares or other  securities  which are at
any time  directly or indirectly  convertible  into or  exchangeable  for Common
Stock, or any rights or options to subscribe for,  purchase or otherwise acquire
any of the foregoing by way of dividend or other distribution;

     (b) any cash paid or payable otherwise than as a regular cash dividend; or

     (c) Common  Stock or  additional  shares or other  securities  or  property
(including cash) by way of spin-off, split-up, reclassification,  combination of
shares or similar corporate  rearrangement  (other than Common Stock issued as a
stock split or  adjustments in respect of which shall be covered by the terms of
Section 3.1 above) and additional shares, other securities or property issued in
connection with a Change (as defined below) (which shall be covered by the terms
of Section 3.4 below), then and in each such case, the Holder hereof shall, upon
the exercise of this Warrant,  be entitled to receive, in addition to the number
of shares of Common  Stock  receivable  thereupon,  and  without  payment of any
additional  consideration therefor, the amount of stock and other securities and
property  (including  cash in the cases referred to in clause (b) above and this
clause (c)) which such Holder  would hold on the date of such  exercise had such
Holder  been the holder of record of such  Common  Stock as of the date on which
holders of Common  Stock  received or became  entitled to receive such shares or
all other additional stock and other securities and property.

3.3  Reorganization,  Reclassification,  Consolidation,  Merger or Sale.  If any
recapitalization, reclassification or reorganization of the share capital of the
Company, or any consolidation or merger of the Company with another corporation,
or the sale of all or  substantially  all of its shares  and/or  assets or other
transaction (including,  without limitation,  a sale of substantially all of its
assets  followed by a liquidation)  shall be effected in such a way that holders
of Common Stock shall be entitled to receive shares,  securities or other assets
or property  (a  "Change"),  then,  as a condition  of such  Change,  lawful and
adequate provisions shall be made by the Company whereby the Holder hereof shall
thereafter  have the right to purchase  and receive (in lieu of the Common Stock
of the Company  immediately  theretofore  purchasable  and  receivable  upon the
exercise of the rights  represented  hereby)  such shares,  securities  or other
assets or  property as may be issued or payable  with  respect to or in exchange
for the number of  outstanding  Common  Stock which such Holder  would have been
entitled to receive had such Holder exercised this Warrant  immediately prior to
the  consummation  of such Change.  The Company or its successor  shall promptly
issue to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be practicable to give effect to the adjustments  provided for in this Section 3
including,  without  limitation,  adjustments  to the  Warrant  Price and to the
number of securities or property issuable upon exercise of the new Warrant.  The
provisions of this Section 3.3 shall similarly apply to successive Changes.

4.   Ownership and Transfer.

4.1  Ownership  of This  Warrant.  The  Company may deem and treat the person in
whose  name  this  Warrant  is   registered  as  the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration of transfer
as provided in this Section 4.

4.2  Transfer  and  Replacement.  This  Warrant  and all  rights  hereunder  are
transferable  in whole or in part upon the books of the  Company  by the  Holder
hereof in person or by duly authorized attorney,  and a new Warrant or Warrants,
of the same tenor as this Warrant but  registered in the name of the  transferee
or  transferees  (and in the  name  of the  Holder,  if a  partial  transfer  is
effected)  shall be made and  delivered  by the Company  upon  surrender of this

                                                                          Page 2
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Warrant duly endorsed,  at the office of the Company in accordance  with Section
5.1 hereof. Upon receipt by the Company of evidence  reasonably  satisfactory to
it of the loss,  theft or  destruction,  and,  in such  case,  of  indemnity  or
security  reasonably  satisfactory  to it, and upon surrender of this Warrant if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu of this Warrant;  provided that if the Holder hereof is an  instrumentality
of a state or local government or an institutional  holder or a nominee for such
an instrumentality or institutional holder an irrevocable agreement of indemnity
by such Holder  shall be  sufficient  for all purposes of this  Warrant,  and no
evidence of loss or theft or destruction shall be necessary.  This Warrant shall
be promptly  cancelled by the Company upon the  surrender  hereof in  connection
with any transfer or  replacement.  Except as otherwise  provided  above, in the
case of the loss,  theft or destruction of a Warrant,  the Company shall pay all
expenses,  taxes and other charges  payable in  connection  with any transfer or
replacement  of this Warrant,  other than income taxes and stock  transfer taxes
(if any) payable in connection  with a transfer of this Warrant,  which shall be
payable by the Holder.  Holder  will not  transfer  this  Warrant and the rights
hereunder except in compliance with federal and state securities laws and except
after  providing  evidence of such  compliance  reasonably  satisfactory  to the
Company.

5.   Miscellaneous Provisions.

5.1 Notices.  Any notice or other document  required or permitted to be given or
delivered  to the Holder  shall be  delivered  or forwarded to the Holder at c/o
M.A.G.  Capital,  LLC,  555  South  Flower  Street,  Suite  4200,  Los  Angeles,
California 90071, Attention: David F. Firestone (Facsimile No. 213/553-8285), or
to such other  address or number as shall have been  furnished to the Company in
writing by the Holder, with a copy to Sheppard Mullin Richter & Hampton LLP, 333
South Hope Street,  48th Floor,  Los Angeles,  California  90071-1448  Attention
David C.  Ulich  (Facsimile  No.  213/620-1398).  Any  notice or other  document
required or permitted to be given or delivered to the Company shall be delivered
or  forwarded  to the Company at 180 Linden  Avenue,  Westbury,  New York 11590,
Attention:  Thomas W. Fry (Facsimile No.  516-997-9038)  with a copy to Beckman,
Lieberman & Barandes, LLP, 100 Jericho Quadrangle,  Suite 329, Jericho, New York
11753 Attention:  David H. Lieberman,  Esq. (Facsimile No. 516-433-5858),  or to
such other  address or number as shall have been  furnished to Holder in writing
by the Company.

5.2 All notices,  requests and  approvals  required by this Warrant  shall be in
writing and shall be conclusively deemed to be given (i) three (3) days after it
is received  if sent by  facsimile  at the  address and number set forth  above;
provided that notices given by facsimile  shall not be effective,  unless either
(a) a duplicate  copy of such  facsimile  notice is promptly given by depositing
the same in the mail,  postage  prepaid and  addressed to the party as set forth
below or (b) the receiving party delivers a written  confirmation of receipt for
such notice by any other  method  permitted  under this  paragraph;  and further
provided  that  any  notice  given  by  facsimile   received   after  5:00  p.m.
(recipient's time) or on a non-business day shall be deemed received on the next
business  day;  (ii) five (5) business  days after  deposit in the United States
mail, certified, return receipt requested, postage prepaid, and addressed to the
party as set forth below;  or (iii) the next  business day after deposit with an
international  overnight  delivery  service,  postage prepaid,  addressed to the
party as set forth below with next  business day delivery  guaranteed;  provided
that the sending  party  receives  confirmation  of delivery  from the  delivery
service provider.

5.3 No Rights as  Shareholder;  Limitation of Liability.  This Warrant shall not
entitle the Holder to any of the rights of a shareholder  of the Company  except
upon exercise in accordance with the terms hereof.  No provision  hereof, in the
absence of affirmative  action by the Holder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder,  shall
give rise to any liability of the Holder for the Warrant Price hereunder or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

5.4 Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as applied to  agreements  among New York
residents  made and to be  performed  entirely  within  the  State of New  York,
without giving effect to the conflict of law principles thereof.

5.5  Binding  Effect on  Successors.  This  Warrant  shall be  binding  upon any
corporation  succeeding the Company by merger,  consolidation  or acquisition of
all or substantially all of the Company's assets and/or  securities.  All of the
obligations of the Company  relating to the Shares issuable upon the exercise of
this Warrant shall survive the exercise and termination of this Warrant.  All of
the  covenants  and  agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder.

5.6 Waiver,  Amendments and Headings.  This Warrant and any provision hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed by both parties (either generally or in a particular  instance and either
retroactively or  prospectively).  The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

5.7  Attorneys'  Fees and  Disbursements.  If any  action at law or in equity is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party or parties  shall be entitled  to receive  from the other party or parties
reasonable  attorneys' fees and disbursements in addition to any other relief to
which the prevailing party or parties may be entitled.





IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer this 19th day of July, 2005.

COMPANY:                                VASOMEDICAL, INC.



                                        By   /s/ Thomas Glover
                                           -----------------------
                                        Print Name:  Thomas Glover
                                        Title:  President

                                                                          Page 3
<PAGE>



                                   SCHEDULE A

                           FORM OF NOTICE OF EXERCISE

                [To be signed only upon exercise of the Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


The  undersigned  hereby elects to purchase  _______ shares of Common Stock (the
"Shares") of Vasomedical,  Inc. under the Warrant to Purchase Common Stock dated
July __ , 2005,  which the  undersigned is entitled to purchase  pursuant to the
terms of such Warrant. The undersigned has delivered  $_________,  the aggregate
Warrant  Price  for  _____  Shares  purchased  herewith,  in  full in cash or by
certified or official bank check or wire transfer.

     Please issue a  certificate  or  certificates  representing  such shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below and in the denominations as is set forth below:


        ------------------------------------------------------------------------
       [Type Name of Holder as it should appear on the stock certificate]


        ------------------------------------------------------------------------
       [Requested Denominations if no denomination is specified, a single
                          certificate will be issued]

 The initial address of such Holder to be entered on the books of Company shall
                                      be:

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

     The  undersigned  hereby  represents  and warrants that the  undersigned is
acquiring such shares for his own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

                                By: --------------------------------------------
                                Print Name: ------------------------------------
                                Title: -----------------------------------------
                                Dated:  ----------------------------------------

                                      -1-
<PAGE>




                               FORM OF ASSIGNMENT
                                    (ENTIRE)

              [To be signed only upon transfer of entire Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT


FOR  VALUE  RECEIVED   ___________________________  hereby  sells,  assigns  and
transfers  unto  _______________________________  all rights of the  undersigned
under and  pursuant  to the within  Warrant,  and the  undersigned  does  hereby
irrevocably  constitute and appoint  _____________________  Attorney to transfer
the said  Warrant  on the  books  of  ________  _________,  with  full  power of
substitution.



------------------------------------------------
[Type Name of Holder]


By: ------------------------------------------------

Title: ---------------------------------------------

Dated:  --------------------------------------------



NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.

                                      -1-
<PAGE>




                               FORM OF ASSIGNMENT
                                   (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT


FOR  VALUE  RECEIVED   ___________________________  hereby  sells,  assigns  and
transfers unto ____________________________ (i) the rights of the undersigned to
purchase  ____________________  shares of Common Stock under and pursuant to the
within  Warrant,  and (ii) on a  non-exclusive  basis,  all other  rights of the
undersigned  under and pursuant to the within Warrant,  it being understood that
the undersigned shall retain, severally (and not jointly) with the transferee(s)
named herein, all rights assigned on such  non-exclusive  basis. The undersigned
does  hereby  irrevocably  constitute  and  appoint   __________________________
Attorney to transfer the said Warrant on the books of  Vasomedical,  Inc.,  with
full power of substitution.


------------------------------------------------
[Type Name of Holder]

By: --------------------------------------------

Title: -----------------------------------------

Dated: -----------------------------------------


NOTICE

The signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant,  without  alteration or enlargement
or any change whatsoever.




                                      -1-