X0202 4 2008-02-15 0 0000700998 COMPUMED INC CMPD.OB 0001297972 Boston Avenue Capital 15 EAST 5TH STREET SUITE 2660 TULSA OK 74103 0 0 1 0 0001314801 Yorktown Avenue Capital, LLC C/O T. WAGMAN @ FREDERIC DORWART LAWYERS 124 EAST FOURTH STREET TULSA OK 74103 0 0 1 0 0001386984 Value Fund Advisors, LLC 15 EAST 5TH STREET SUITE 2660 TULSA OK 74103 0 0 1 0 0001386979 Gillman Charles M 15 EAST 5TH STREET SUITE 2660 TULSA OK 74103 1 0 1 0 Common Stock Purchase Warrant 2008-02-15 4 A 0 16000000 A Common Stock 16000000 16000000 D The warrant is exercisable if, and only if, the Company's stockholders approve an increase in the Company's authorized shares of common stock sufficient to permit that number of shares to be reserved for issuance and issued upon exercise of the warrant. The warrant terminates upon the earlier of (i) the 20th anniversary of the date of issuance, or (ii) the 10th anniversary of the date the Company shall have irrevocably reserved a sufficient number of duly authorized shares of common stock for issuance upon full exercise of the warrant. On February 15, 2008, the Company issued a common stock purchase warrant for the purchase of up to 16,000,000 shares of the Company's common stock for a purchase price of $5,000 in connection with the issuance of a revolving line of credit, all of which is more fully described on Form 8-K filed by the Company on February 19, 2008. This is a Joint Form 4 filing. Boston Avenue Capital, LLC (Boston) is the designated filer and is the direct holder of the warrant for the 16,000,000 shares reported herein. Value Fund Advisors, LLC (VFA) and Charles M. Gillman (Gillman) are deemed beneficial owners of the warrant for the 16,000,000 shares reported herein. VFA is the investment advisor for Boston and Yorktown Avenue Capital, LLC (Yorktown). VFA disclaims beneficial ownership of the warrant. Mr. Gillman is the manager and member of VFA. He is also a member of the board of directors of CompuMed, Inc. Mr. Gillman disclaims beneficial ownership of the warrant. All reporting persons are located at the same address as the designated filer. Tamara Wagman 2008-02-25