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                                                                   EXHIBIT 10.53


                         AMENDMENT TO WARRANT AGREEMENT

         THIS AMENDMENT TO WARRANT AGREEMENT ("Amendment") is made as of
December 6, 2001, between SOMANETICS CORPORATION, a Michigan Corporation (the
"Company"), and BREAN MURRAY & CO., INC. (the "Representative").

                                    RECITALS

         A. The Company and the Representative entered into a Warrant Agreement,
dated as of April 9, 2001 (the "Agreement"), pursuant to which the Company
issued a Warrant (the "Warrant") to purchase 25,000 of its Common Shares, par
value $0.01 per share ("Common Shares"), at $2.10 a share to the Representative.

         B. The Company and the Representative desire to amend the Agreement, to
restate the provisions that protect against certain dilutive events.

         THEREFORE, the Company and the Representative agree as follows:

         1. INTRODUCTORY PARAGRAPH. The last two sentences of the introductory
paragraph of the Agreement are amended and restated to read as follows: "The
Aggregate Warrant Price is not subject to adjustment, except as otherwise
provided in subsection III(j). The Per Share Warrant Price and the number of
Warrant Shares are subject to adjustment as hereinafter provided."

         2. AMENDMENT TO DILUTIVE EVENTS PROVISION. Section III of the Agreement
is amended and restated to read as follows:

         "III.    Adjustments of Exercise Price and Number of Shares. The Per
                  Share Warrant Price and the number and kind of securities
                  issuable upon exercise of this Warrant shall be subject to
                  adjustment from time to time upon the happening of certain
                  events, as follows:"

                  "A.      If the Company (i) declares a dividend on its Common
                           Stock in Common Stock or makes a distribution to all
                           holders of its Common Stock in Common Stock without
                           charge to such holders, (ii) subdivides its
                           outstanding Common Stock, (iii) combines its
                           outstanding Common Stock into a smaller number of
                           shares of Common Stock or (iv) issues by
                           reclassification of its Common Stock other securities
                           of the Company (including any such reclassification
                           in connection with a consolidation or merger in which
                           the Company is the surviving entity, but excluding
                           those referred to in paragraph (b) below), the number
                           and kind of shares of Common Stock purchasable upon
                           exercise of this Warrant immediately prior thereto
                           shall be adjusted so that the Holder of this Warrant
                           shall be entitled to receive the kind and number of
                           shares of Common Stock or other securities of the
                           Company which such Holder would have owned or have
                           been entitled to receive



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                  after the happening of any of the events described above, had
                  such Warrant been exercised immediately prior to the happening
                  of such event or any record date with respect thereto. Such
                  adjustment shall be made whenever any of the events listed
                  above shall occur. An adjustment made pursuant to this
                  paragraph (a) shall become effective immediately after the
                  effective date of such event retroactive to immediately after
                  the record date, if any, for such event."

         "B.      If the Company issues rights, options or warrants to all
                  holders of its Common Stock, without any charge to such
                  holders, entitling them to subscribe for or to purchase Common
                  Stock at a price per share lower than the then current Market
                  Price per share of Common Stock at the record date mentioned
                  below (as defined in paragraph (d) below), the Holders of
                  unexercised Warrants as of such record date, upon exercise of
                  such Warrants, shall receive the same rights, options or
                  warrants which such Holder would have received or have been
                  entitled to receive after such issuance, had such Warrants
                  been exercised immediately prior to such issuance or any
                  record date with respect thereto. Such adjustment shall be
                  made whenever such rights, options or warrants are issued as
                  described above, and shall become effective retroactively to
                  immediately after the record date for the determination of
                  shareholders entitled to receive such rights, options or
                  warrants."

         "C.      If the Company distributes to all holders of its Common Stock,
                  without any charge to such holders, shares of its stock other
                  than Common Stock or evidences of its indebtedness or assets
                  (excluding cash dividends and dividends or distributions
                  referred to in paragraph (a) or (b) above) or rights, options
                  or warrants or convertible or exchangeable securities
                  containing the right to subscribe for or purchase Common Stock
                  (excluding those referred to in paragraph (a) or (b) above),
                  then in each case the Holders of unexercised Warrants as of
                  the record date mentioned below, upon exercise of such
                  warrants, shall receive the same distribution which such
                  Holder would have received or have been entitled to receive
                  after such distribution, had such Warrants been exercised
                  immediately prior to such distribution or any record date with
                  respect thereto. Such adjustment shall be made whenever any
                  such distribution is made as described above, and shall become
                  effective on the date of distribution retroactive to
                  immediately after the record date for the determination of
                  shareholders entitled to receive such distribution."




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         "D.      For the purpose of any computation under paragraph (b) of this
                  Section III, the current "Market Price" per share of Common
                  Stock at any date shall be the average of the daily closing
                  prices for fifteen (15) consecutive trading days commencing
                  twenty (20) trading days before the date of such computation.
                  The closing price for each day shall be the last reported sale
                  price regular way or, in case no such reported sale takes
                  place on such day, the average of the closing bid and asked
                  prices regular way for such day, in either case on the
                  principal national securities exchange on which the shares are
                  listed or admitted to trading, or if they are not listed or
                  admitted to trading on any national securities exchange, but
                  are traded in the over-the-counter market, the closing sale
                  price of the Common Stock or, in case no sale is publicly
                  reported, the average of the representative closing bid and
                  asked quotations for the Common Stock on The Nasdaq National
                  or SmallCap Market or any comparable system, or if the Common
                  Stock is not listed on The Nasdaq Stock Market or a comparable
                  system, the closing sale price of the Common Stock or, in case
                  no sale is publicly reported, the average of the closing bid
                  and asked prices as furnished by two members of the NASD
                  selected from time to time by the Company for that purpose."

         "E.      No adjustment in the number of Warrant Shares purchasable
                  hereunder shall be required unless such adjustment would
                  require an increase or decrease of at least one percent (1%)
                  in the number of Warrant Shares purchasable upon the exercise
                  of this Warrant; provided, however, that any adjustments which
                  by reason of this paragraph (e) are not required to be made
                  shall be carried forward and taken into account in any
                  subsequent adjustment but not later than three (3) years after
                  the happening of the specified event or events. All
                  calculations shall be made to the nearest one thousandth of a
                  share."

         "F.      Whenever the number of Warrant Shares purchasable upon
                  exercise of this Warrant is adjusted, as herein provided, the
                  Per Share Warrant Price shall be adjusted by multiplying the
                  Per Share Warrant Price in effect immediately prior to such
                  adjustment by a fraction, of which the numerator shall be the
                  number of Warrant Shares purchasable upon the exercise of this
                  Warrant immediately prior to such adjustment, and of which the
                  denominator shall be the number of shares so purchasable
                  immediately thereafter."


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         "G.      For the purpose of this Section III, the term "Common Stock"
                  shall mean (i) the class of stock designated as the common
                  shares of the Company at the date of this Agreement or (ii)
                  any other class of stock resulting from successive changes or
                  reclassifications of such shares consisting solely of changes
                  in par value, or from no par value to par value, or from par
                  value to no par value. If at any time, as a result of an
                  adjustment made pursuant to paragraph (a) above, the Holders
                  become entitled to purchase any shares of capital stock of the
                  Company other than Common Stock, thereafter the number of such
                  other shares so purchasable upon exercise of this Warrant and
                  the Per Share Warrant Price of such shares shall be subject to
                  adjustment from time to time in a manner and on terms as
                  nearly equivalent as practicable to the provisions with
                  respect to the Warrant Shares contained in paragraphs (a)
                  through (f), inclusive, and paragraphs (h) through (m),
                  inclusive, of this Section III, and the provisions of Sections
                  I, II, IV, and V hereof, with respect to the Warrant Shares,
                  shall apply on like terms to any such other shares."

         "H.      Upon the expiration of any rights, options, warrants or
                  conversion rights or exchange privileges that caused
                  adjustments under this Section III, such adjustments with
                  respect to any Warrants that have not been exercised shall,
                  upon such expiration, be readjusted and shall thereafter be
                  such as they would have been had such rights, options,
                  warrants or conversion rights or exchange privileges never
                  existed."

         "I.      The Company may, at its option at any time during the term of
                  the Warrants, reduce the then current Per Share Warrant Price
                  to any amount deemed appropriate by the Board of Directors of
                  the Company."

         "J.      Whenever the number of Warrant Shares issuable upon the
                  exercise of this Warrant or the Per Share Warrant Price of
                  such Warrant Shares is adjusted, as herein provided, the
                  Company shall promptly mail by first class-mail, postage
                  prepaid, to each Holder notice of such adjustment or
                  adjustments. No failure to mail such notice nor any defect
                  therein or in the mailing thereof shall affect the validity
                  thereof except as to the Holder to whom the Company failed to
                  mail such notice or whose notice was defective. A certificate
                  of an officer of the Company, on behalf of the Company, that
                  such notice has been mailed shall be prima facie evidence of
                  the facts stated therein. After any such adjustment, the



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                  Company shall prepare a certificate setting forth the number
                  of Warrant Shares issuable upon the exercise of this Warrant
                  and the Per Share Warrant Price of such Warrant after such
                  adjustment, setting forth a brief statement of the facts
                  requiring such adjustment. Such certificate shall, except as
                  provided below, be conclusive as to the correctness of such
                  adjustment and each Holder shall have the right to inspect
                  such certificate during reasonable business hours. Any
                  determination as to whether an adjustment is required pursuant
                  to this Section III, or as to the amount of any such
                  adjustment, shall be initially made in good faith by the Board
                  of Directors of the Company. If the Holders of a majority of
                  the then outstanding Warrants shall, in the exercise of their
                  discretion, object to such determination, the amount of such
                  adjustment shall be made by an independent accounting or
                  investment banking firm selected by the Holders of a majority
                  of the then outstanding Warrants and reasonably acceptable to
                  the Company."

         "K.      Except as provided in this Section III, no adjustment in
                  respect of any dividends shall be made during the term of a
                  Warrant or upon the exercise of a Warrant."

         "L.      If the Company consolidates with or merges into another
                  corporation or if the Company sells or conveys all or
                  substantially all its property to another corporation, or if
                  the Company enters into a statutory share exchange with
                  another Company pursuant to which its Common Stock is
                  exchanged for, or changed into, securities or property of
                  another Company, the Company or such successor or purchasing
                  corporation (or an affiliate of such successor or purchasing
                  corporation), as the case may be, agrees that each Holder
                  shall have the right thereafter upon payment of the Aggregate
                  Warrant Price in effect immediately prior to such action to
                  purchase upon exercise of this Warrant the kind and amount of
                  shares and other securities and property (including cash)
                  which such Holder would have owned or been entitled to receive
                  after the happening of the consolidation, merger, sale,
                  conveyance or share exchange had such Warrant been exercised
                  immediately prior to such action. The provisions of this
                  paragraph (1) shall apply to successive consolidations,
                  mergers, sales, conveyances or share exchanges."

         "M.      Notwithstanding any adjustment in the Per Share Warrant Price
                  or the number or kind of shares purchasable upon the exercise
                  inches wide, 8 inches high, and 8 inches deep and weighs
                  of the




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                  Warrants, certificates for Warrants issued prior or
                  subsequent to such adjustment may continue to express the same
                  price and number and kind of shares as are initially
                  issuable."

         3. AGREEMENT, AS AMENDED, CONTINUES. Except as modified by this
Amendment, the Agreement shall continue in full force according to its terms and
is hereby ratified.

         IN WITNESS WHEREOF, the Company and the Representative have executed
this Amendment as of the date set forth in the introductory paragraph of this
Amendment.

                                    SOMANETICS CORPORATION

                                    By: /s/
                                        ----------------------------------------

                                             Its:
                                                   -----------------------------

                                    BREAN MURRAY & CO., INC.

                                    By:  /s/
                                         ---------------------------------------

                                             Its:
                                                   -----------------------------


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