**Exhibit
      4.2**


**Common
      Stock Purchase Warrant issued to ComVest Capital, LLC,
      ($1.85)**







THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ **ACT** ”)
      OR
      UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION AND MAY NOT BE SOLD,
      OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER
      THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES
      AN
      OPINION, IN REASONABLY ACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY
      SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH
      ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.




**AFP
      IMAGING CORPORATION**






WARRANT
      TO
      PURCHASE SHARES OF COMMON STOCK






**(Expires
      April 30, 2012)**




Warrant
      No. CV-1 266,666
      Shares of Common Stock




FOR
      VALUE
      RECEIVED, subject to the provisions set forth below, the undersigned, AFP
      IMAGING CORPORATION, a New York corporation (the “ **Company** ”),
      hereby
      certifies that ComVest Capital, LLC, a Delaware limited liability company,
      or
      its registered assigns (the “ **Holder** ”),
      is
      entitled to purchase from the Company up to two hundred sixty-six thousand
      six
      hundred sixty-six (266,666) fully paid and nonassessable shares (the
“ **Warrant
      Shares** ”)
      of the
      Company’s common stock, $.01 par value per share (the “ **Common
      Shares** ”),
      for
      cash at a price of $1.85 per share (the “ **Exercise
      Price** ”)
      at any
      time and from time to time from and after the date hereof and until 5:00 p.m.
      (Central time) on April 30, 2012 (the “ **Expiration
      Date** ”)
      upon
      surrender to the Company at its principal office (or at such other location
      as
      the Company may advise the Holder in writing) of this Warrant properly endorsed
      with the Notice of Exercise attached hereto duly filled in and signed and,
      if
      applicable, upon payment in cash or by check of the aggregate Exercise Price
      for
      the number of shares for which this Warrant is being exercised determined in
      accordance with the provisions hereof. The Exercise Price and the number of
      shares purchasable hereunder are subject to adjustment as provided in
      Section 3 of this Warrant.




**1.**  **Exercise
      of Warrant.**




**1.1.**  **Exercise.** This
      Warrant shall be exercisable at any time and from time to time from the date
      hereof until the Expiration Date, and this Warrant shall expire on the
      Expiration Date. Upon exercise of this Warrant, the Exercise Price shall be
      payable in cash or by check. This Warrant may be exercised in whole or in part
      so long as any exercise in part hereof would not involve the issuance of
      fractional Warrant Shares. If exercised in part, the Company shall deliver
      to
      the Holder a new Warrant, identical in form to this Warrant, in the name of
      the
      Holder, evidencing the right to purchase the number of Warrant Shares as to
      which this Warrant has not been exercised, which new Warrant shall be signed
      by
      an appropriate officer of the Company. The term “Warrant” as used herein shall
      include any subsequent Warrant issued as provided herein.




**1.2.**  **Exercise
      Procedures; Delivery of Certificate.** Upon
      surrender of this Warrant with a duly executed Notice of Exercise in the form
      of Annex A attached
      hereto, together with payment of the Exercise Price for the Warrant Shares
      purchased, at the Company’s principal executive offices (the “ **Designated
      Office** ”),
      the
      Holder shall be entitled to receive a certificate or certificates for the
      Warrant Shares so purchased. The Company agrees that the Warrant Shares shall
      be
      deemed to have been issued to the Holder as of the close of business on the
      date
      on which this Warrant shall have been surrendered together with the Notice
      of
      Exercise and payment for such Warrant Shares.




1


**1.3.**  **Cashless
      Exercise.** In
      connection with any exercise of this Warrant, in lieu of payment of the Exercise
      Price, the Holder may exercise this Warrant, in whole or in part, by
      presentation and surrender of this Warrant to the Company, together with a
      Cashless Exercise Form in the form attached hereto as Annex B (or a
      reasonable facsimile thereof) duly executed (a “ **Cashless
      Exercise** ”).
      Such
      presentation and surrender shall be deemed a waiver of the Holder's obligation
      to pay all or any portion of the Exercise Price, as the case may be. In the
      event of a Cashless Exercise, the Holder shall exchange this Warrant for that
      number of Common Shares determined by multiplying the number of Common Shares
      for which this Warrant is being exercised by a fraction, (a) the numerator
      of
      which shall be the difference between (i) the then current market price per
      Common Share, and (ii) the Exercise Price, and (b) the denominator of which
      shall be the then current market price per Common Share. For purposes of any
      computation under this Section l.3, the then current market price per Common
      Share at any date shall be deemed to be the average of the daily trading price
      for the ten (10) consecutive trading days immediately prior to the Cashless
      Exercise. If, during such measuring period, there shall occur any event which
      gives rise to any adjustment of the Exercise Price, then a corresponding
      adjustment shall be made with respect to the closing prices of the Common Shares
      for the days prior to the Effective Date of such adjustment event. As used
      herein, the term “trading price” on any relevant date means (A) if the Common
      Stock is listed for trading on the New York Stock Exchange, the American Stock
      Exchange, the NASDAQ National Market, the NASDAQ Capital Market or the NASDAQ
      Global Market, the closing sale price (or, if no closing sale price is reported,
      the last reported sale price) of the Common Stock (regular way), or (B) if
      the
      Common Stock is not so listed but quotations for the Common Stock are reported
      on the OTC Bulletin Board, the most recent closing price as reported on the
      OTC
      Bulletin Board.




**2.**  **Transfer;
      Issuance of Stock Certificates; Restrictive Legends**




**2.1.**  **Transfer.** Each
      transfer of this Warrant and all rights hereunder, in whole or in part, shall
      be
      registered on the books of the Company to be maintained for such purpose, upon
      surrender of this Warrant at the Designated Office, together with a written
      assignment of this Warrant in the form of Annex C attached
      hereto duly executed by the Holder or its agent or attorney. Upon such surrender
      and delivery, the Company shall execute and deliver a new Warrant or Warrants
      in
      the name of the assignee or assignees and in the denominations specified in
      such
      instrument of assignment, and shall issue to the assignor a new Warrant
      evidencing the portion of this Warrant not so assigned, if any. A Warrant may
      be
      exercised by the new Holder for the purchase of Warrant Shares without having
      a
      new Warrant issued. Prior to due presentment for registration of transfer
      thereof, the Company may deem and treat the registered Holder of this Warrant
      as
      the absolute owner hereof (notwithstanding any notations of ownership or writing
      thereon made by anyone other than a duly authorized officer of the Company)
      for
      all purposes and shall not be affected by any notice to the contrary. All
      Warrants issued upon any assignment of Warrants shall be the valid obligations
      of the Company, evidencing the same rights and entitled to the same benefits
      as
      the Warrants surrendered upon such registration of transfer or
      exchange.




**2.2.**  **Stock
      Certificates.** Certificates
      for the Warrant Shares shall be delivered to the Holder within five (5) business
      days after the rights represented by this Warrant shall have been exercised
      pursuant to Section 1, and a new Warrant representing the right to purchase
      the
      Common Shares, if any, with respect to which this Warrant shall not then have
      been exercised shall also be issued to the Holder within such time. The issuance
      of certificates for Warrant Shares upon the exercise of this Warrant shall
      be
      made without charge to the Holder hereof including, without limitation, any
      documentary, stamp or similar tax that may be payable in respect thereof; provided , however ,
      that the
      Company shall not be required to pay any income tax to which the Holder hereof
      may be subject in connection with the issuance of this Warrant or the Warrant
      Shares.




2


**2.3.**  **Restrictive
      Legend.** Except
      as
      otherwise provided in this Section 2, each certificate for Warrant Shares
      initially issued upon the exercise of this Warrant and each certificate for
      Warrant Shares issued to any subsequent transferee of any such certificate,
      shall be stamped or otherwise imprinted with a legend in substantially the
      following form:




“THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
      UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY
      TO
      THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”




Notwithstanding
      the foregoing, the legend requirements of this Section 2.3 shall terminate
      as to
      any particular Warrant Shares when (i) such Warrant Shares are transferred
      pursuant to an effective resale registration statement, as contemplated in
      the
      Registration Rights Agreement dated as of April 13, 2007 (the “ **Registration
      Rights Agreement** ”)
      executed by the Company in favor of the Holder, or (ii) the Company shall
      have received from the Holder thereof an opinion of counsel in form and
      substance reasonably acceptable to the Company that such legend is not required
      in order to ensure compliance with the Securities Act. Whenever the restrictions
      imposed by this Section 2.3 shall terminate, the Holder or subsequent
      transferee, as the case may be, shall be entitled to receive from the Company
      without cost to such Holder or transferee a certificate for the Warrant Shares
      without such restrictive legend.




**3.**  **Adjustment
      of Number of Shares; Exercise Price; Nature of Securities Issuable Upon Exercise
      of Warrants.**




**3.1.**  **Exercise
      Price; Adjustment of Number of Shares.** The
      Exercise Price and the number of shares purchasable hereunder shall be subject
      to adjustment from time to time as hereinafter provided; provided , however ,
      that,
      notwithstanding the below, in no case shall the Exercise Price be reduced to
      below the par value per share of the class of stock for which this Warrant
      is
      exercisable at such time.




**3.2.**  **Adjustments
      Upon Distribution, Subdivision or Combination.** If
      the
      Company, at any time or from time to time after the issuance of this Warrant,
      shall (a) make a dividend or distribution on its Common Shares payable in
      Common Shares, (b) subdivide or reclassify the outstanding Common Shares
      into a greater number of shares, or (c) combine or reclassify the
      outstanding Common Shares into a smaller number of shares, the Exercise Price
      in
      effect at that time and the number of Warrant Shares into which the Warrant
      is
      exercisable at that time shall be proportionately adjusted effective as of
      the
      record date for the dividend or distribution or the effective date of the
      subdivision, combination or reclassification.




**3.3.**  **Adjustment
      Upon Other Distributions.** If
      the
      Company, at any time or from time to time after the issuance of this Warrant,
      makes a distribution to the holders of Common Shares which is payable in
      securities of the Company other than Common Shares, then, in each such event,
      provision shall be made so that the Holder shall receive upon exercise of this
      Warrant, in addition to the number of Warrant Shares, the amount of such
      securities of the Company which would have been received if the portion of
      the
      Warrant so exercised had been exercised for Warrant Shares on the date of such
      event, subject to adjustments subsequent to the date of such event with respect
      to such distributed securities which shall be on terms as nearly equivalent
      as
      practicable to the adjustments provided in this Section 3 and all other
      adjustments under this Section 3.




3


**3.4.**  **Adjustment
      Upon Merger, Consolidation or Exchange.** If
      at any
      time or from time to time after the issuance of this Warrant there occurs any
      merger, consolidation, arrangement or statutory share exchange of the Company
      with or into any other person or company, then, in each such event, provision
      shall be made so that the Holder shall receive upon exercise of this Warrant
      the
      kind and amount of shares and other securities and property (including cash)
      which would have been received upon such merger, consolidation, arrangement
      or
      statutory share exchange by the Holder if the portion of this Warrant so
      exercised had been exercised for Warrant Shares immediately prior to such
      merger, consolidation, arrangement or statutory share exchange, subject to
      adjustments for events subsequent to the effective date of such merger,
      consolidation, arrangement or statutory share exchange with respect to such
      shares and other securities which shall be on terms as nearly equivalent as
      practicable to the adjustments provided in this Section 3 and all other
      adjustments under this Section 3.




**3.5.**  **Adjustments
      for Recapitalization or Reclassification.** If,
      at any
      time or from time to time after the issuance of this Warrant, the Warrant Shares
      issuable upon exercise of this Warrant are changed into the same or a different
      number of securities of any class of the Company, whether by recapitalization,
      reclassification or otherwise (other than a merger, consolidation, arrangement
      or statutory share exchange provided for elsewhere in this Section 3),
      then, in each such event, provision shall be made so that the Holder shall
      receive upon exercise of this Warrant the kind and amount of securities or
      other
      property which would have been received in connection with such
      recapitalization, reclassification or other change by the Holder if the portion
      of this Warrant so exercised had been exercised immediately prior to such
      recapitalization, reclassification or change, subject to adjustments for events
      subsequent to the effective date of such recapitalization, reclassification
      or
      other change with respect to such securities which shall be on terms as nearly
      equivalent as practicable to the adjustments provided in this Section 3 and
      all other adjustments under this Section 3.




**3.6.**  **Extraordinary
      Dividends or Distributions.** If,
      at any
      time or from time to time after the issuance of this Warrant, the Company shall
      declare a dividend or any other distribution upon the Common Shares payable
      otherwise than out of current earnings, retained earnings or earned surplus
      and
      otherwise than in Common Shares, then the Exercise Price in effect immediately
      prior to such declaration shall be reduced by an amount equal, in the case
      of a
      dividend or distribution in cash, to the amount thereof payable per Common
      Share
      or, in the case of any other dividend or distribution, to the value thereof
      per
      Common Share at the time such dividend or distribution was declared, as
      determined by the Board of Directors of the Company in good faith. Such
      reductions shall take effect as of the date on which a record is taken for
      the
      purposes of the subject dividend or distribution, or, if a record is not taken,
      the date as of which the holders of record of Common Shares entitled to such
      dividend or distribution are to be determined.




**3.7**  **Adjustment
      Upon Certain Issuances of Common Stock.**




(a)  If
      the
      Company, at any time or from time to time, issues or sells any Additional Shares
      of Common Stock (as defined below), other than as provided in the foregoing
      subsections of this Section 3, for a price per share (which, in the case of
      options, warrants, convertible securities or other rights, includes the amounts
      paid therefor plus the exercise price, conversion price or other such amounts
      payable thereunder) that is less than the
      Exercise Price then in effect, then and in each such case, the then applicable
      Exercise Price shall automatically be reduced as of the opening of business
      on
      the date of such issue or sale, to a price determined by multiplying the
      Exercise Price then in effect by a fraction (i) the numerator of which
      shall be (A) the number of Common Shares deemed outstanding (as determined
      below) immediately prior to such issue or sale, plus (B) the number of
      Common Shares which the aggregate consideration received by the Company for
      the
      total number of Additional Shares of Common Stock so issued would purchase
      at
      such Exercise Price, and (ii) the denominator of which shall be the number
      of Common Shares deemed outstanding (as defined below) immediately prior to
      such
      issue or sale plus the total number of Additional Shares of Common Stock so
      issued;provided,however,
      that
      upon the expiration or other termination of options, warrants or other rights
      to
      purchase or acquire Common Shares which triggered any adjustment under this
      Section 3.7, and upon the expiration or termination of the right to convert
      or
      exchange convertible or exchangeable securities (whether by reason of redemption
      or otherwise) which triggered any adjustment under this Section 3.7, if any
      thereof shall not have been exercised, converted or exchanged, as applicable,
      the number of Common Shares deemed to be outstanding pursuant to this
      Section 3.7(a) shall be reduced by the number of shares as to which
      options, warrants, and rights to purchase or acquire Common Shares shall have
      expired or terminated unexercised, and as to which conversion or exchange rights
      shall have expired or terminated unexercised, and such number of shares shall
      no
      longer be deemed to be outstanding; and the Exercise Price then in effect shall
      forthwith be readjusted and thereafter be the price that it would have been
      had
      adjustment been made on the basis of the issuance only of the Common Shares
      actually issued. For purposes of the preceding sentence, the number of Common
      Shares deemed to be outstanding as of a given date shall be the sum of
      (x) the number of Common Shares actually outstanding, (y) the number
      of Common Shares for which this Warrant could be exercised on the day
      immediately preceding the given date, and (z) the number of Common Shares
      which could be obtained through the exercise or conversion of all other rights,
      options and convertible securities outstanding on the day immediately preceding
      the given date. “**Additional
      Shares of Common Stock**”
shall
      mean all Common Shares, and all options, warrants, convertible securities or
      other rights to purchase or acquire Common Shares, issued by the Company other
      than (i) Common Shares issued pursuant to the exercise of options, warrants
      or convertible securities outstanding on the date hereof (including, without
      limitation, the Term Note and all of the Warrants issued pursuant to the
      Revolving Credit and Term Loan Agreement dated as of April 13, 2007 by and
      between ComVest Capital, LLC and the Company), or hereafter issued from time
      to
      time pursuant to and in accordance with stock purchase or stock option plans
      as
      in effect on the date hereof, and (ii) Common Shares and/or options, warrants
      or
      other Common Share purchase rights for up to an aggregate of 50,000 Common
      Shares (such number to be subject to adjustment in accordance with Section
      3.2
      above), where such options, warrants or other rights are issued both (A) with
      exercise prices per Common Share equal to or greater than the then-current
      fair
      market value of a Common Share, as determined in good faith by the Board of
      Directors of the Company or the Compensation Committee thereof, and (B) to
      employees, officers or directors of, or consultants to, the Company or any
      subsidiary pursuant to stock purchase or stock option plans or other
      arrangements that are approved by the Company’s Board of Directors or the
      Compensation Committee thereof, and by the Company’s stockholders.




4


(b)  In
      the
      event that the exercise price, conversion price, purchase price or other price
      at which Common Shares are purchasable pursuant to any options, warrants,
      convertible securities or other rights to purchase or acquire Common Shares
      is
      reduced at any time or from time to time (other than under or by reason of
      provisions designed to protect against dilution), then, upon such reduction
      becoming effective, the Exercise Price then in effect hereunder shall forthwith
      be decreased to such Exercise Price as would have been obtained had the
      adjustments made and required under this Section 3.7 upon the issuance of such
      options, warrants, convertible securities or other rights been made upon the
      basis of (and the total consideration received therefor) (i) the issuance of
      the
      number of Common Shares theretofore actually delivered upon the exercise,
      conversion or exchange of such options, warrants, convertible securities or
      other rights, (ii) the issuance of all of the Common Shares and all other
      options, warrants, convertible securities and other rights to purchase or
      acquire Common Shares issued after the issuance of the modified options,
      warrants, convertible securities or other rights, and (iii) the original
      issuance at the time of the reduction of any such options, warrants, convertible
      securities or other rights then still outstanding.




(c)  In
      no
      event shall an adjustment under this Section 3.7 be made if it would result
      in an increase in the then applicable Exercise Price.




**3.8.**  **Certificate
      of Adjustment.** Whenever
      the Exercise Price and/or the number of Warrant Shares receivable upon exercise
      of this Warrant is adjusted, the Company shall promptly deliver to the Holder
      a
      certificate of adjustment, setting forth the Exercise Price and/or Warrant
      Shares issuable after adjustment, a brief statement of the facts requiring
      the
      adjustment and the computation by which the adjustment was made. The certificate
      of adjustment shall be prima facie evidence of the correctness of the
      adjustment.




**3.9.**  **Successive
      Adjustments.** The
      provisions of this Section 3 shall be applicable successively to each event
      described herein which may occur subsequent to the issuance of this Warrant
      and
      prior to the exercise in full of this Warrant.




**4.**  **Registration;
      Exchange and Replacement of Warrant; Reservation of
      Shares.** The
      Company shall keep at the Designated Office a register in which the Company
      shall provide for the registration, transfer and exchange of this Warrant.
      The
      Company shall not at any time, except upon the dissolution, liquidation or
      winding-up of the Company, close such register so as to result in preventing
      or
      delaying the exercise or transfer of this Warrant.




The
      Company may deem and treat the person in whose name this Warrant is registered
      as the Holder and owner hereof for all purposes and shall not be affected by
      any
      notice to the contrary, until presentation of this Warrant for registration
      or
      transfer as provided in this Section 4.




Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant and (in case of loss, theft
      or
      destruction) of the Holder’s indemnity in form satisfactory to the Company, and
      (in the case of mutilation) upon surrender and cancellation of this Warrant,
      the
      Company will (in the absence of notice to the Company that the Warrant has
      been
      acquired by a bona  fide purchaser) make and deliver a new Warrant of like tenor in lieu of this Warrant,
      without requiring the posting of any bond or the giving of any
      security.




The
      Company shall at all times reserve and keep available out of its authorized
      shares of capital stock, solely for the purpose of issuance upon the exercise
      of
      this Warrant, such number of Common Shares as shall be issuable upon the
      exercise hereof. The Company covenants and agrees that, upon exercise of this
      Warrant and payment of the Exercise Price therefor, if applicable, all Warrant
      Shares issuable upon such exercise shall be duly and validly authorized and
      issued, fully paid and non-assessable.




**5.**  **Investment
      Representations.** The
      Holder, by accepting this Warrant, covenants and agrees that, at the time of
      exercise of this Warrant, if the Warrant Shares shall not then be the subject
      of
      an effective registration statement under the Act, the securities acquired
      by
      the Holder upon exercise hereof are for the account of the Holder or are being
      acquired for its own account for investment and are not acquired with a view
      to,
      or for sale in connection with, any distribution thereof (or any portion
      thereof) and with no present intention (at such time) of offering and
      distributing such securities (or any portion thereof), except in compliance
      with
      applicable federal and state securities laws.




**6.**  **Fractional
      Warrants and Fractional Shares.** If
      the
      number of Warrant Shares purchasable upon the exercise of this Warrant is
      adjusted pursuant to Section 3 hereof, the Company shall nevertheless not be
      required to issue fractions of shares upon exercise of this Warrant or
      otherwise, or to distribute certificates that evidence fractional shares. With
      respect to any fraction of a share called for upon any exercise hereof, the
      Company shall pay to the Holder an amount in cash equal to such fraction
      multiplied by the current market value of a Common Share (determined in
      accordance with the last sentence of Section 1.3).




5


**7.**  **Warrant
      Holders Not Deemed Stockholders.** No
      Holder of this Warrant shall, as such, be entitled to vote or to receive
      dividends or be deemed the holder of Warrant Shares that may at any time be
      issuable upon exercise of this Warrant, nor shall anything contained herein
      be
      construed to confer upon the Holder of this Warrant, as such, any of the rights
      of a stockholder of the Company or any right to vote for the election of
      directors or upon any matter submitted to stockholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issue or reclassification of stock, change of par value or
      change of stock to no par value, consolidation, merger or conveyance or
      otherwise), or to receive notice of meetings, or subscription rights, until
      such
      Holder shall have exercised this Warrant and been issued Warrant Shares or
      deemed to have been issued Warrant Shares in accordance with the provisions
      hereof.




**8.**  **Notices.** Any
      notice which is required to be given by this Warrant must be in writing, and
      shall be given or served, unless otherwise expressly provided herein, by
      depositing the same in the United States Mail, postpaid and certified and
      addressed to the party to be notified, with return receipt requested, or by
      delivering the same by courier or in person to such party (or, if the party
      or
      parties to be notified be incorporated, to an officer of such party). Notice
      deposited in the mail, postpaid and certified with return receipt requested,
      shall be deemed received and effective upon the deposit in a proper United
      States depository. Notice given in any other manner shall be effective only
      if
      and when received by the party to be notified. For the purposes of notice,
      the
      addresses of the parties for the receipt of notice hereunder are:




If
                to the Company:
              AFP
                Imaging Corporation
              250
                Clearbrook Road
              Elmsford,
                New York 10523
              Telephone:
                (914) 592-6100
              Fax:
                (914) 592-6148
              Attention:
                Chief Executive OfficerIf
                to the Holder:
              ComVest
                Capital, LLC
              One
                North Clematis, Suite 300
              West
                Palm Beach, Florida 33401
              Attention:
                Chief Financial Officer
              Fax:
                (212) 829-5986




Any
      party
      shall have the right from time to time, and at any time, to change its address
      for the receipt of notice by giving at least five (5) days’ prior written notice
      of the change of its address to the other parties in the manner specified
      herein.




**9.**  **Successors.** All the
      covenants, agreements, representations and warranties contained in this Warrant
      shall bind the parties hereto and their respective heirs, executors,
      administrators, distributees, successors, assigns and transferees.




**10.**  **Law
      Governing.** THIS
      WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
      STATE
      OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
      THEREOF.




**11.**  **Entire
      Agreement; Amendments and Waivers.** This
      Warrant, together with the Registration Rights Agreement, sets forth the entire
      understanding of the parties with respect to the subject matter hereof. The
      failure of any party to seek redress for the violation or to insist upon the
      strict performance of any term of this Warrant shall not constitute a waiver
      of
      such term and such party shall be entitled to enforce such term without regard
      to such forbearance. This Warrant may be amended, and any breach of or
      compliance with any covenant, agreement, warranty or representation may be
      waived, only if the Company has obtained the written consent or written waiver
      of the Holder, and then such consent or waiver shall be effective only in the
      specific instance and for the specific purpose for which given.




6


**12.**  **Severability;
      Headings.** If
      any
      term of this Warrant as applied to any person or to any circumstance is
      prohibited, void, invalid or unenforceable in any jurisdiction, such term shall,
      as to such jurisdiction, be ineffective to the extent of such prohibition or
      invalidity without in any way affecting any other term of this Warrant or
      affecting the validity or enforceability of this Warrant or of such provision
      in
      any other jurisdiction. The Section headings in this Warrant have been inserted
      for purposes of convenience only and shall have no substantive
      effect.




[The
      remainder of this page is intentionally blank]




7


IN
      WITNESS
      WHEREOF, the Company has caused this Warrant to be duly executed as of the
      13 th day of
      April, 2007.




**AFP
      IMAGING CORPORATION**




By:  /s/
      David Vozick


Name:  David
      Vozick


Title:  Chairman
      of the Board




8




**ANNEX A**




**NOTICE
      OF EXERCISE**




**(To
      be executed upon partial or full**




**exercise
      of the within Warrant)**




The
      undersigned hereby irrevocably elects to exercise the right to purchase
      __________ shares of Common Stock of AFP Imaging Corporation covered by the
      within Warrant according to the conditions hereof and herewith makes payment
      of
      the Exercise Price of such shares in full in the amount of
      $______________.




By:
      __________________________________


(Signature
      of Registered Holder)




Dated:




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**ANNEX
      B**




**CASHLESS
      EXERCISE FORM**




**(To
      be executed upon partial or full**


**exercise
      of Warrants pursuant to Section 1.3 of the Warrant)**




The
      undersigned hereby irrevocably elects to surrender ____________ shares of Common
      Stock of AFP Imaging Corporation purchasable under the Warrants for such shares
      of Common Stock issuable in exchange therefor pursuant to the Cashless Exercise
      provisions of the within Warrants, as provided for in Section 1.3 of such
      Warrant.




Please
      issue a certificate or certificates for such Common Stock in the name of, and
      pay cash for fractional shares in the name of:




(Please
      print name, address, and social security number/tax identification
      number:)




and,
      if
      said number of shares of Common Stock shall not be all the shares of Common
      Stock purchasable thereunder, that a new Warrant for the balance remaining
      of
      the shares of Common Stock purchasable under the within Warrants be registered
      in the name of the undersigned Holder or its transferee as below indicated
      and
      delivered to the address stated below.




Dated:
      ____________________________




Name
      of
      Warrant Holder


or
      transferee:


(Please
      print)




Address:





Signature:





NOTICE:  The
      signature on this form must correspond with the name as written upon the face
      of
      this Warrant in every particular, without alteration or enlargement or any
      change whatsoever.







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**ANNEX C**




**ASSIGNMENT
      FORM**




FOR
      VALUE
      RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under this Warrant, with respect to the number of shares of Common Stock set
      forth below:







Name
                and Address of Assignee
            No.
                of Shares of
              Common
                Stock





and
      does
      hereby irrevocably constitute and appoint _______________________
      attorney-in-fact to register such transfer onto the books of AFP Imaging
      Corporation maintained for the purpose, with full power of substitution in
      the
      premises.


Dated:
              
              Print
                  Name:Signature:Witness:




NOTICE:  The
      signature on this assignment must correspond with the name as written upon
      the
      face of this Warrant in every particular, without alteration or enlargement
      or
      any change whatsoever.





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