Exhibit 4.2


    
      Exhibit
        4.2

       

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
        MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
        FROM,
        OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
        SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
        EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH
        EFFECT. 

       

      FORM
        OF COMMON STOCK PURCHASE WARRANT 

       

      To
        Purchase 50,000 Shares of Common Stock of 

       

      Compumed,
        Inc. 

       

      THIS
        COMMON STOCK PURCHASE WARRANT (the “Warrant”)
        certifies that, for value received, Synthetica (America) Ltd., a California
        Corporation, (the “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time up to the close of business
        on
        June 30, 2008 (the “Termination
        Date”)
        to
        subscribe for and purchase from Compumed, Inc., a Delaware corporation (the
        “Company”),
        up to
        50,000 shares (the “Warrant
        Shares”)
        of
        Common Stock, par value $0.001 per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock under this Warrant shall be equal
        to
        the Exercise Price 

       

       

                   Section
        1.     Exercise. 

       

       

                   a)     Exercise
        of Warrant.
        Exercise of the purchase rights represented by this Warrant may be made,
        in
        whole or in part, at any time or times on or before the Termination Date
        by
        delivery to the Company of a duly executed facsimile copy of the Notice of
        Exercise Form annexed hereto (or such other office or agency of the Company
        as
        it may designate by notice in writing to the registered Holder at the address
        of
        such Holder appearing on the books of the Company); provided,
        however,
        the
        Holder shall have surrendered this Warrant to the Company and the Company
        shall
        have received payment of the aggregate Exercise Price of the shares thereby
        purchased by wire transfer or cashier’s check drawn on a United States bank.


       

       

      b)  Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant shall be $0.65 (the
        “Exercise
        Price”).
        The
        Company may, in its sole discretion, lower the exercise price temporarily
        or
        permanently.

       

       

      c)  Limitation
        on Exercise.
        This
        warrant may not be exercised until the Company has accepted the strategic
        business plan presented by the Holder pursuant to the Contractor Agreement
        between the Company and the Holder.

       

       

                  d)     Mechanics
        of Exercise.
        

       

       

                            i.     Delivery
        of Certificates Upon Exercise.
        Certificates for shares purchased hereunder shall be transmitted by the transfer
        agent of the Company to the Holder by physical delivery to the address specified
        by the Holder in the Notice of Exercise within 3 Trading Days from the delivery
        to the Company of the Notice of Exercise Form, surrender of this Warrant
        and
        payment of the aggregate Exercise Price as set forth above (“Warrant
        Share Delivery Date”).
        This
        Warrant shall be deemed to have been exercised on the date the Exercise Price
        is
        received by the Company. The Warrant Shares shall be deemed to have been
        issued,
        and Holder or any other person so designated to be named therein shall be
        deemed
        to have become a holder of record of such shares for all purposes, as of
        the
        date the Warrant has been exercised by payment to the Company of the Exercise
        Price and all taxes required to be paid by the Holder, if any, prior to the
        issuance of such shares, have been paid. 

       

       

                         ii.     Delivery
        of New Warrants Upon Exercise.
        If this
        Warrant shall have been exercised in part, the Company shall, at the time
        of
        delivery of the certificate or certificates representing Warrant Shares,
        deliver
        to Holder a new Warrant evidencing the rights of Holder to purchase the
        unpurchased Warrant Shares called for by this Warrant, which new Warrant
        shall
        in all other respects be identical with this Warrant. 

       

       

                         iii.     No
        Fractional Shares or Scrip.
        No
        fractional shares or scrip representing fractional shares shall be issued
        upon
        the exercise of this Warrant. As to any fraction of a share which Holder
        would
        otherwise be entitled to purchase upon such exercise, the Company shall,
        in its
        sole discretion, either (i) pay a cash adjustment in respect of such final
        fraction in an amount equal to such fraction multiplied by the Exercise Price,
        or (ii) round up the fractional share to one whole share.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

                         iv.     Charges,
        Taxes and Expenses.
        Issuance of certificates for Warrant Shares shall be made without charge
        to the
        Holder for any issue or transfer tax or other incidental expense in respect
        of
        the issuance of such certificate, all of which reasonable and usual taxes
        and
        expenses shall be paid by the Company, and such certificates shall be issued
        in
        the name of the Holder. 

       

       

                         v.     Closing
        of Books.
        The
        Company will not close its stockholder books or records in any manner which
        prevents the timely exercise of this Warrant, pursuant to the terms
        hereof. 

       

       

                   d)     Voluntary
        Adjustment By Company.
        The
        Company may at any time during the term of this Warrant reduce the then current
        Exercise Price to any amount and for any period of time deemed appropriate
        by
        the Board of Directors of the Company. 

       

       

                   Section
        2.     Transfer
        of Warrant. 

       

       

                   a)     Transferability.
        This
        warrant is not transferable.

       

       

      b)
        Warrant
        Register.
        The
        Company shall register this Warrant, upon records to be maintained by the
        Company for that purpose (the “Warrant
        Register”),
        in
        the name of the record Holder hereof from time to time. The Company may deem
        and
        treat the registered Holder of this Warrant as the absolute owner hereof
        for the
        purpose of any exercise hereof or any distribution to the Holder, and for
        all
        other purposes, absent actual written notice to the contrary. 

       

      Section
        3.
        Certain Adjustments.

       

       

      a)
        Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding: (A) subdivides
        outstanding shares of Common Stock into a larger number of shares, (B) combines
        (including by way of reverse stock split) outstanding shares of Common Stock
        into a smaller number of shares, or (C) issues by reclassification of shares
        of
        the Common Stock any shares of capital stock of the Company, then in each
        case
        the Exercise Price shall be multiplied by a fraction of which the numerator
        shall be the number of shares of Common Stock (excluding treasury shares,
        if
        any) outstanding immediately before such event and of which the denominator
        shall be the number of shares of Common Stock outstanding immediately after
        such
        event and the number of shares issuable upon exercise of this Warrant shall
        be
        proportionately adjusted. The exercise price of the warrant shall also be
        adjusted to reflect any transaction described in this section.

       

       

                   Section
        4.     Miscellaneous.
        

       

       

                   a)     No
        Registration.
        The
        Company has not granted any registration rights to the Holder. The Holder
        acknowledges that it will receive unregistered shares of Common Stock upon
        exercise of the warrant.

       

       

                   b)     No
        Rights as Shareholder Until Exercise.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company prior to the exercise hereof. Upon the surrender
        of
        this Warrant and the payment of the aggregate Exercise Price, the Warrant
        Shares
        so purchased shall be and be deemed to be issued to such Holder as the record
        owner of such shares as of the close of business on the later of the date
        of
        such surrender or payment. 

       

       

                   c)     Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and in case of loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it
        (which, in the case of the Warrant, shall not include the posting of any
        bond),
        and upon surrender and cancellation of such Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of such cancellation, in lieu of such Warrant
        or
        stock certificate. 

       

       

                   d)     Saturdays,
        Sundays, Holidays, etc.
        If the
        last or appointed day for the taking of any action or the expiration of any
        right required or granted herein shall be a Saturday, Sunday or a legal holiday,
        then such action may be taken or such right may be exercised on the next
        succeeding day not a Saturday, Sunday or legal holiday. 

       

       

                  e)     Authorized
        Shares.
         The Company covenants that during the period the Warrant is outstanding,
        it will reserve from its authorized and unissued Common Stock a sufficient
        number of shares to provide for the issuance of the Warrant Shares upon the
        exercise of any purchase rights under this Warrant. The Company further
        covenants that its issuance of this Warrant shall constitute full authority
        to
        its officers who are charged with the duty of executing stock certificates
        to
        execute and issue the necessary certificates for the Warrant Shares upon
        the
        exercise of the purchase rights under this Warrant. The Company will take
        all
        such reasonable action as may be necessary to assure that such Warrant Shares
        may be issued as provided herein without violation of any applicable law
        or
        regulation, or of any requirements of the Trading Market upon which the Common
        Stock may be listed. 

       

       

                    f)     Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant shall be determined in accordance with the laws of the State
        of
        California. 

       

       

                   g)     Restrictions.
        The
        Holder acknowledges that the Warrant Shares acquired upon the exercise of
        this
        Warrant, if not registered, will have restrictions upon resale imposed by
        state
        and federal securities laws. 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


       

                   h)     Nonwaiver
        and Expenses.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder shall operate as a waiver of such right or otherwise prejudice
        Holder’s rights, powers or remedies, notwithstanding the fact that all rights
        hereunder terminate on the Termination Date. If the Company willfully and
        knowingly fails to comply with any provision of this Warrant, which results
        in
        any material damages to the Holder, the Company shall pay to Holder such
        amounts
        as shall be sufficient to cover any costs and expenses including, but not
        limited to, reasonable attorneys’ fees, including those of appellate
        proceedings, incurred by Holder in collecting any amounts due pursuant hereto
        or
        in otherwise enforcing any of its rights, powers or remedies
        hereunder.

       

       

                   i)     Notices.
        Any
        notice, request or other document required or permitted to be given or delivered
        to the Company shall be delivered to Compumed, Inc., 5777 West Century Blvd.,
        Suite 1285, Los Angeles, CA 90045, telecopier: (310) 645-5880, with a copy
        to:
        Amy Trombly, Esq., Trombly Business Law, 1320 Centre Street, Suite 202, Newton
        Center, MA 92459, Fax: (617) 243-0066.

       

       

                   j)     Amendment.
        This
        Warrant may be modified or amended or the provisions hereof waived with the
        written consent of the Company and the Holder. 

       

       

                   k)     Severability.
        Wherever possible, each provision of this Warrant shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        of this Warrant shall be prohibited by or invalid under applicable law, such
        provision shall be ineffective to the extent of such prohibition or invalidity,
        without invalidating the remainder of such provisions or the remaining
        provisions of this Warrant. 

       

       

                   l)     Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        shall not, for any purpose, be deemed a part of this Warrant. 

       

       

      ******************** 

       

       

             IN
        WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
        officer thereunto duly authorized. 

       

       

      Dated:
        June 27, 2006

       

      
        	
                 

              	
                 

                COMPUMED,
                  INC.

                 

              
	
                 

              	
                 

              
	
                 

              	
                By:

              	
                /s/
                  Jerry McLaughlin

              	
                 

              
	
                 

              	
                 

              	
                Name:
                  Jerry McLaughlin

              	
                 

              
	
                 

              	
                 

              	
                Title:
                  Chief Executive Officer