Vaso (VASO) 10-K 2010 FY Annual report

Exhibit 4(b)

SEE LEGEND ON REVERSE

E-___

__________ 

 SERIES E

 PREFERRED

Incorporated under the laws of the State of Delaware

VASOMEDICAL, INC.

Authorized to issue 251,000,000 shares

250,000,000 shares of 1,000,000 shares of

Common Stock, $.001 par value Preferred Stock, $.01 par value

THIS CERTIFIES THAT _________________________ is the owner of _________________________________ fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation.

Dated:                                ____________________

____________________________________________                                                            _______________________________________

PresidentSecretary

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE

BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,

TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN

EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE

SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL TO THE COMPANY

THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.