Exhibit 4.9


        


        
        INVESTORS RIGHTS AGREEMENT


        
        This Investor Rights Agreement (“Agreement”) is made and entered into as
        of June ___, 2007 by and between VEIN ASSOCIATES OF AMERICA, INC., a Florida corporation
        (the “Company”), and each of the individuals or entities executing a
        signature page to this Agreement (each, a “Stockholder” and collectively
        with each Stockholder executing this Agreement on the same date hereof or on an alternate
        Closing Date, the “Stockholders”).


        
        Simultaneously with the execution and delivery of this Agreement, certain of
        the Stockholders are acquiring shares of the Company’s
        Series B Preferred Stock, par value $0.001 per share
        (“Series B Preferred
        Stock”), which are convertible into the
        Company’s common stock, par value $0.001 per share
        (“Common
        Stock”) and a warrant
        (“Warrant
        ”) to purchase shares of Common Stock, pursuant to the Subscription Agreements, which
        includes the series of Subscription Agreements, each dated as of the date hereof or
        an alternate Closing Date, entered into by the Company and certain Stockholders (the
        “Subscription Agreements”).


        
        On March 20, 2006, the Company entered into a Registration Rights Agreement (the
        “First Registration Rights Agreements”) with the holders of its
        Series A Preferred Stock, par value $0.001 per share
        (“Series
        A Preferred
        Stock”),
        which are convertible into the Company’s Common Stock,
        pursuant to which it agreed to register the shares of Common Stock issuable upon the
        conversion of the Series A Preferred Stock and the exercise of the warrants issued to the
        holders thereof (the “Series
        A
        Holders”).
        The Series A Holders and the Company wish to amend the terms of the First Registration
        Rights Agreement and replace them in their entirety with the terms of this
        Agreement.


        
        The shares of Common Stock that any Stockholder may hereafter
        acquire upon conversion of his, her or its shares of Series A Preferred Stock, Series B
        Preferred Stock and/or exercise of his, her or its Warrants are the only shares of capital
        stock of the Company entitled to the rights and benefits, and subject to the terms and
        conditions, of this Agreement, and are collectively referred to as, the
        “Shares
        .”


        
        The Company desires to provide the Stockholders with certain rights regarding the
        registration of the Shares, all upon the terms and conditions set forth below.


        
        The parties agree as follows:


        
        1.     Definitions.


        
        As used in this Agreement, the following terms shall have the following meanings:


        
        “1933 Act” means the
        Securities Act of 1933, as amended.


        
        “1934 Act” means the Securities Exchange Act of 1934, as amended.

        
        

        


        
        “1934 Act Registration Statement” means a registration statement of the
        Company filed under the 1934 Act covering the Common Stock.


        
        “Additional Effective Date” means the date that the applicable
        Additional Registration Statement is declared effective by the SEC.


        
        “Additional Effectiveness Deadline” means the date which is 250 calendar
        days after the date of the first applicable Stockholder Demand.


        
        “Additional Registration Statement” means a Registration Statement or
        Registration Statements of the Company filed under the 1933 Act covering any additional
        Registrable Securities.


        
        “Additional Required Registration Amount” means the Maximum
        Allowable Amount of the remaining unregistered Registrable Securities as of the trading day
        immediately preceding the applicable date of determination.


        
        “Business Day” means any day other than Saturday, Sunday or any other
        day on which commercial banks in the City of New York are authorized or required by law to
        remain closed.


        
        “Closing Date” means the date of the closing of each purchase and sale
        of Series B Preferred Stock and Warrants pursuant to the Subscription Agreements, provided
        there may be one or more Closing Dates.


        
        “Effective Date” means the
        Initial Effective Date or an Additional Effective Date, as applicable.


        
        “Effectiveness Deadline” means the Initial Effectiveness Deadline or an
        Additional Effectiveness Deadline, as applicable.


        
        “Initial Closing Date” means the first Closing Date pursuant to
        the Subscription Agreements.


        
        “Initial Effective Date” means the date that the Initial Registration
        Statement is declared effective by the SEC.


        
        “Initial Effectiveness Deadline” means the date which is 250 days after
        the Initial Closing Date.


        
        “Initial Registration Statement” means a Registration Statement or
        Registration Statements of the Company filed under the 1933 Act covering the Registrable
        Securities.


        
        “Initial Required Registration Amount” means the Maximum
        Allowable Amount of Registrable Securities issued and issuable as of the trading day
        immediately preceding the applicable date of determination.


        
        “Last Closing Date” means the latest Closing Date pursuant to the
        Subscription Agreements.


        -2-

        
        

        


        
        “Maximum Allowable Amount” means a number of shares of Common Stock
        equal to 33.33% (or such greater percentage as is permitted by the SEC or such lesser
        amount as is required or recommended by the SEC) of the issued and outstanding Common Stock
        of the Company that is not beneficially owned by an affiliate of the Company.


        
        “Person” means an individual, a limited liability company, a
        partnership, a joint venture, a corporation, a trust, an unincorporated organization and a
        government or any department or agency thereof.


        
        “register,” “registered,” and
        “registration” refer to a registration effected by preparing and filing
        one or more Registration Statements (as defined below) in compliance with the 1933 Act and
        pursuant to Rule 415 and the declaration or ordering of effectiveness of such Registration
        Statement(s) by the SEC.


        
        “Registrable Securities” means the shares of Common Stock issuable upon
        conversion of the Series A Preferred Stock or Series B Preferred Stock and issuable upon
        exercise of the Warrants, together with any additional shares of Common Stock issued in a
        stock split or stock dividend; provided, that, such shares of Common Stock:
        (a) have not been previously registered pursuant to a Registration Statement that became
        effective and remains in effect under the 1933 Act and (b) cannot be disposed of as
        permitted by, and in compliance with, Rule 144(k) or Rule 145 (or successor provisions)
        under the 1933 Act. For clarity, the term “Registrable
        Securities” shall not include the warrants issued to the Series A Holders in
        connection with their investment in Series A Preferred Stock.


        
        “Registration Statement” means the Initial Registration Statement or an
        Additional Registration Statement, as applicable.


        
        “Required Registration
        Amount” means with respect to the Initial Registration Statement, the Initial
        Required Registration Amount or with respect to an Additional Registration Statement, the
        Additional Required Registration Amount, as applicable.


        
        “Rule 415” means Rule 415 under the 1933 Act or any successor rule
        providing for offering securities on a continuous or delayed basis.


        
        “SEC” means the United States Securities and Exchange Commission.


        
        “Stockholder Demand” means a written request by a Stockholder or
        Stockholders, representing at least a majority of the Registrable Securities, that the
        Company prepare and file an Additional Registration Statement to register Additional
        Registrable Securities.


        
        2.     Amendment of First Registration Rights
        Agreement. Upon execution of this Agreement by (i) the Company and (ii) Series A
        Holders holding 51% or more of the Registrable Securities subject to the First Registration
        Rights Agreement, the terms of the First Registration Rights Agreement will be amended and
        replaced in their entirety by the terms of this Agreement. As consideration for such
        amendment, the Company shall issue to the Series A Holders shares in the amounts set forth
        in Section 2.8 of the First Registration Rights Agreement as if the events causing the
        issuance of such shares occurred and continued until April 28, 2007, all as set forth in
        Schedule 2 hereof. The Series A Holders agree that other than issuance of the shares
        listed on Schedule 2 hereof, no additional liquidated damages shall accrue and no
        additional shares shall be issued to the Series A Holders pursuant to the First
        Registration Rights Agreement.


        -3-

        
        

        


        
        3.     Registration.


        
        3.1     Initial Mandatory Registration. The Company shall
        prepare and as soon as practicable file with the SEC the Initial Registration Statement on
        Form SB-2 covering the resale of the Maximum Allowable Amount of the Registrable Securities
        not registered. In the event that Form SB-2 is unavailable for such a registration, the
        Company shall use such other appropriate form as is available for such a registration. The
        Initial Registration Statement prepared pursuant hereto shall register for resale at least
        the number of shares of Common Stock equal to the Initial Required Registration Amount
        determined as of the date the Initial Registration Statement is initially filed with the
        SEC. The Company shall use commercially reasonable efforts to have the Initial Registration
        Statement declared effective by the SEC as soon as practicable, but in no event later than
        the Initial Effectiveness Deadline. By 9:30 am on the Business Day following the Initial
        Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the
        1933 Act the final prospectus to be used in connection with sales pursuant to the Initial
        Registration Statement.


        
        3.2     Additional Mandatory Registration. A Stockholder
        may successively request in writing that the Company prepare and file with the SEC an
        Additional Registration Statement to register any Registrable Securities, beginning on the
        date which is six (6) months following the Initial Effective Date and thereafter six (6)
        months following the Additional Effective Date of the immediately preceding Additional
        Registration Statement until the earlier date of when (x) all Additional Registrable
        Securities have been registered on Additional Registration Statements and (y) all
        Additional Registrable Securities not previously registered on an Additional Registration
        Statement may be sold by the Stockholders without restriction under Rule 144(k) promulgated
        under the 1933 Act. Upon receipt of a Stockholder Demand, the Company shall (x) promptly
        send a copy of such Stockholder Demand to all other Stockholders and (y) prepare and, as
        soon as practicable, file with the SEC such Additional Registration Statement on Form SB-2
        covering the resale of up to the Maximum Allowable Amount of the Additional Registrable
        Securities set forth on a Stockholder Demand and in any additional Stockholder Demand
        received at least five (5) Business Days prior to the filing. In the event that Form SB-2
        is unavailable for such a registration, the Company shall use such other form as is
        available for such a registration on another appropriate form. The Additional Registration
        Statement prepared pursuant hereto shall register for resale at least the number of shares
        of Common Stock equal to the Additional Required Registration Amount determined as of date
        the Additional Registration Statement is initially filed with the SEC. The Company shall
        use commercially reasonable efforts to have the Additional Registration Statement declared
        effective by the SEC as soon as practicable, but in no event later than the Additional
        Effectiveness Deadline. By 9:30 am on the Business Day following the Additional Effective
        Date of the applicable Additional Registration Statement, the Company shall file with the
        SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in
        connection with sales pursuant to such Additional Registration Statement.


        -4-

        
        

        


        
        3.3     Allocation of Registrable Securities. The number of
        Registrable Securities included in any Registration Statement and any increase in the
        number of Registrable Securities included therein shall be allocated pro rata among the
        Stockholders based on the number of Registrable Securities held by each Stockholder as of
        the Last Closing Date. The foregoing sentence notwithstanding, in the event that a
        Stockholder sells or otherwise transfers any of such Stockholders Registrable Securities in
        a private transaction, whereby such sale includes the transfer of any registration rights
        associated with the Registrable Securities sold, each transferee shall be allocated a pro
        rata portion of the then remaining number of Registrable Securities included in such
        Registration Statement for such transferor.


        
        3.4     Effect of Failure to Obtain and Maintain Effectiveness
        of Registration Statement. If (i) a Registration Statement covering all of the
        Registrable Securities required to be covered thereby and required to be filed by the
        Company pursuant to this Agreement is not declared effective by the SEC on or before the
        respective Effectiveness Deadline (an "Effectiveness Failure") or (ii) on any day
        after the applicable Effective Date sales of all of the Registrable Securities required to
        be included on such Registration Statement cannot be made pursuant to such Registration
        Statement (a "Maintenance Failure") then, as relief for the damages to any holder of
        Securities by reason of any such delay in or reduction of its ability to sell the
        underlying shares of Common Stock, the Company shall issue, pro rata, to the holders of
        Registrable Securities relating to such Registration Statement an amount of shares of
        Common Stock (“Penalty Shares”) equal to one percent (1.0%) of the
        number of Registrable Securities included in such Registration Statement on each of the
        following dates: (i) every thirtieth day after the day of an Effectiveness Failure (pro
        rated for periods totaling less than thirty days) thereafter until such Effectiveness
        Failure is cured; and (ii) on every thirtieth day after the initial day of a Maintenance
        Failure (pro rated for periods totaling less than thirty days) thereafter until such
        Maintenance Failure is cured (each of the foregoing, a "Payment Date"). For the
        avoidance of doubt, if any Effectiveness Deadline falls on a date that is not a Business
        Day, then such Effectiveness Deadline shall be the next Business Day. Notwithstanding
        anything herein to the contrary, in no event shall the Company be required to issue Penalty
        Shares under this Section 3.4 (i) in excess of twenty percent (20%) of the aggregate
        Registrable Securities for all Stockholders, (ii) in connection with any Registrable
        Securities excluded from a Registration Statement by election of a Stockholder, and (iii)
        to the extent such Effectiveness Failure for which such Penalty Shares are due is caused by
        the Company's inability to file a Registration Statement or have a Registration Statement
        declared effective, as applicable, due to comments from the SEC relating to the number of
        shares being registered on such Registration Statement or the Stockholders being deemed
        affiliates or control persons of the Company under Rule 415.


        
        3.5     Mandatory Registration Under the 1934
        Act. The Company shall prepare and as soon as practicable file with the SEC the 1934
        Act Registration Statement on such appropriate form as is available for such a registration
        covering the Common Stock. The Company shall use commercially reasonable efforts to have
        the 1934 Act Registration Statement declared effective by the SEC as soon as practicable,
        but in no event later than the Initial Effectiveness Deadline.


        -5-

        
        


        

        

        
        4.     Registration Procedures.


        
        4.1     Obligations of the Company. In connection with the
        registration of any Registrable Securities under the 1933 Act as provided in Section
        3, the Company shall:


        
        (a)     prepare and file with the SEC the requisite Registration
        Statement to effect such registration and thereafter use commercially reasonable efforts to
        cause such Registration Statement to become and remain effective (subject to clause (b)
        below);


        
        (b)     prepare and file with the Commission such amendments and
        supplements to such Registration Statement and the prospectus used in connection therewith
        as may be necessary to keep such Registration Statement effective and to comply with the
        provisions of the 1933 Act with respect to the disposition of all Registrable Securities
        covered by such Registration Statement for such period as shall be required for the
        disposition of all of such Registrable Securities;


        
        (c)     furnish to the Stockholders such number of conformed
        copies of such Registration Statement and of each such amendment and supplement thereto (in
        each case including all exhibits), such number of copies of the prospectus contained in
        such Registration Statement (including each preliminary prospectus and any summary
        prospectus) and any other prospectus filed under Rule 424 under the 1933 Act, in conformity
        with the requirements of the 1933 Act, and such other documents as the Stockholders may
        reasonably request;


        
        (d)     use commercially reasonable efforts (x) to register or
        qualify all Registrable Securities and other securities covered by such Registration
        Statement under such other securities or blue sky laws of such states of the United States
        of America where an exemption is not available and as the Stockholders shall reasonably
        request, (y) to keep such registration or qualification in effect for so long as such
        Registration Statement remains in effect, and (z) to take any other action that may
        reasonably be necessary or advisable to enable the Stockholders to consummate a disposition
        of all or any portion of the Registrable Securities in such jurisdictions where the
        Registrable Securities are to be sold by the Stockholders, except that the Company shall
        not for any such purpose be required to qualify generally to do business as a foreign
        corporation in any jurisdiction wherein it would not, but for the requirements of this
        paragraph (d), be obligated to be so qualified or to so consent to general service
        of process in any such jurisdiction;


        
        (e)     notify the Stockholders when a prospectus relating thereto
        is required to be delivered under the 1933 Act, upon discovery that, or upon the happening
        of any event as a result of which, the prospectus included in such Registration Statement,
        as then in effect, includes an untrue statement of a material fact or omits to state any
        material fact required to be stated therein or necessary to make the statements therein not
        misleading, in the light of the circumstances under which they were made, and at the
        request of the Stockholders promptly prepare and furnish to them a reasonable number of
        copies of a supplement to or an amendment of such prospectus as may be necessary so that,
        as thereafter delivered to the purchasers of such securities, such prospectus shall not
        include an untrue statement of a material fact or omit to state a material fact required to
        be stated therein or necessary to make the statements therein not misleading in the light
        of the circumstances under which they were made; and


        -6-

        
        

        


        
        (f)     pay all expenses incident to the Company’s
        performance of or compliance with its obligations hereunder, including, without limitation,
        all listing fees, all printing expenses, the filing fees of the NASD pursuant to NASD Rule
        2710, the fees and disbursements of counsel for the Company, its independent public
        accountants and of one counsel to the Stockholders; provided, however, that
        the foregoing obligation of the Company shall exclude, and the Stockholders shall pay,
        underwriters fees and underwriting discounts and commissions in respect of the Registrable
        Securities being registered hereunder.


        
        4.2     Obligations of the Stockholders.


        
        (a)     The Company may require the Stockholders to furnish the
        Company such information regarding the Stockholders and the distribution of the
        Stockholders’ Registrable Securities as the Company may from time to time reasonably
        request in writing, based on its reasonable belief that such information is required to be
        disclosed in the Registration Statement pursuant to the 1933 Act and applicable state
        securities laws.


        
        (b)     Upon receipt of any notice from the Company of the
        happening of an event of the kind described in Section 4.1(e), the
        Stockholders shall forthwith discontinue their disposition of Registrable Securities
        pursuant to the Registration Statement until the Stockholders’ receipt of the copies
        of the supplemented or amended prospectus contemplated by Section 4.1(e) and,
        if so directed by the Company, the Stockholders shall deliver to the Company all copies,
        other than permanent file copies, then in the Stockholders’ possession, of the
        prospectus relating to such Registrable Securities current at the time of receipt of such
        notice.


        
        5.     Independent
        Directors


        
        5.1     Independent Board of Directors. If on any day after
        the date of this Agreement, for a continuous period of 120 days (i) the board of directors
        shall not be composed in the majority of qualified independent directors, as defined by the
        rules of the NASDAQ (an “Board Independence Failure”), or (ii)
        the audit and compensation committees of the board of directors shall not be composed in
        the majority of qualified independent directors, as defined by the rules of the NASDAQ (an
        “Committee Independence Failure”), then, as relief for any
        damages, the Company shall issue, pro rata, to the holders of Registrable Securities,
        Penalty Shares equal to three percent (3%) of the purchase price (calculated according to
        the Stockholder’s respective Subscription Agreement) on each of the following dates:
        (i) every thirtieth day after the day of an Board Independence Failure (pro rated for
        periods totaling less than thirty days) thereafter until such Board Independence Failure is
        cured; and (ii) on every thirtieth day after the initial day of a Committee Independence
        Failure (pro rated for periods totaling less than thirty days) thereafter until such
        Committee Independence Failure is cured. The parties hereto agree that the only damages
        payable for a violation of the terms of this Agreement with respect to which liquidated
        damages are expressly provided shall be such liquidated damages.


        -7-

        
        


        

        

        
        6.     Indemnification.


        
        6.1     Indemnification by the Company. In the event of any
        Registration Statement filed pursuant to Section 3, the Company shall
        indemnify and hold harmless the Stockholders and their respective directors, officers and
        affiliates and each other individual or entity, if any, who controls (within the meaning of
        the 1933 Act) any Stockholder (each of the foregoing, a “Stockholder
        Indemnitee”), insofar as losses, claims, damages, or liabilities (or actions or
        proceedings, whether commenced or threatened, in respect thereof)
        (“Losses”) to a Stockholder Indemnitee arise out of or are based upon
        any untrue statement or alleged untrue statement of any material fact contained in any such
        Registration Statement, any preliminary prospectus, final prospectus, or summary prospectus
        contained therein, or any amendment or supplement thereto, or any omission or alleged
        omission to state a material fact required to be stated therein or necessary to make the
        statements therein (in the case of any preliminary prospectus, final prospectus, or summary
        prospectus, in light of the circumstances in which they were made) not misleading, and the
        Company shall reimburse each Stockholder Indemnitee for any legal or any other fees, costs
        and expenses reasonably incurred by them in connection with investigating or defending any
        such loss, claim, liability, action or proceeding; provided, however, that
        the Company shall not be liable in any such case to the extent that any such loss, claim,
        damage, liability (or action or proceeding in respect thereof) or expense arises out of or
        is based upon an untrue statement or omission made in reliance upon and in conformity with
        information furnished in writing to the Company by or on behalf of a Stockholder or such
        underwriter, as the case may be, for use in the preparation thereof; and provided,
        further, however, that the Company shall not be liable to any Stockholder
        Indemnitee in any such case to the extent that any such loss, claim, damage, liability (or
        action or proceeding in respect thereof) or expense arises out of such person’s
        failure to send or give a copy of the final prospectus, as the same may be then
        supplemented or amended, to the person asserting an untrue statement or alleged untrue
        statement or omission or alleged omission at or prior to the written confirmation of the
        sale of Registrable Securities to such person if such statement or omission was corrected
        in such final prospectus so long as such final prospectus, and any amendments or
        supplements thereto, have been furnished to such underwriter or any Stockholder, as
        applicable.


        
        6.2     Indemnification by the Stockholders. If any
        Registrable Securities are included in any Registration Statement, the Stockholders of such
        Registrable Securities so registered shall, severally and not jointly, indemnify and hold
        harmless the Company and each director, officer and affiliate of the Company, and each
        other individual or entity, if any, who controls (within the meaning of the 1933 Act) the
        Company (each of the foregoing, a “Company Indemnitee”) insofar as
        Losses to a Company Indemnitee arise out of or are based upon any untrue statement or
        alleged untrue statement of a material fact contained in such Registration Statement, any
        preliminary prospectus, final prospectus or summary prospectus contained therein, or any
        amendment or supplement thereto, or an omission or alleged omission to state a material
        fact required to be stated therein or necessary to make the statements therein (in the case
        of any preliminary prospectus, final prospectus, or summary prospectus, in light of the
        circumstances in which they were made) not misleading, if such statement or alleged
        statement or omission or alleged omission was made in reliance upon and in conformity with
        written information pertaining to such Stockholder and furnished to the Company by such
        Stockholder for use in the preparation of such Registration Statement, preliminary
        prospectus, final prospectus, summary prospectus, amendment or supplement, provided,
        however, that no Stockholder shall have any liability under this Section
        6.2 for any amount in excess of the net proceeds actually received by such
        Stockholder from the sale of Registrable Securities included in such Registration
        Statement.


        -8-

        
        

        


        
        6.3     Notice of Claims, Etc.


        
        (a)     Promptly after receipt by an indemnified party of notice
        of the commencement of any action or proceeding involving a claim referred to in
        Sections 6.1 or 6.2, such indemnified party will, if a
        claim in respect thereof is to be made against an indemnifying party, immediately give
        written notice to the latter of the commencement of such action; provided,
        however, that the failure of any indemnified party to give notice as provided herein
        shall not relieve the indemnifying party of its indemnity obligations, except to the extent
        that the indemnifying party is actually prejudiced by such failure to give notice. In case
        any such action is brought against an indemnified party, unless in the reasonable judgment
        of counsel for such indemnified party, a conflict of interest between such indemnified and
        indemnifying parties may exist in respect of such claim (in which case the indemnified
        party shall be entitled to retain separate counsel as provided below), the indemnifying
        party shall be entitled to participate in and to assume the defense thereof, jointly with
        any other indemnifying party similarly notified to the extent that it may wish and at any
        time, with counsel reasonably satisfactory to such indemnified party, and after notice from
        the indemnifying party to such indemnified party of its election so to assume the defense
        thereof, the indemnifying party shall not be liable to such indemnified party for any legal
        or other expenses subsequently incurred by the indemnified party in connection with the
        defense thereof other than reasonable costs related to the indemnified party’s
        cooperation with the indemnifying party; provided, however, that the
        indemnified party may, at its own expense, retain separate counsel to participate in such
        defense.


        
        (b)     No indemnifying party shall be liable for any settlement
        of any action or proceeding affected without its written consent, which consent shall not
        be unreasonably withheld. No indemnifying party shall, without the consent of the
        indemnified party, consent to entry of any judgment or enter into any settlement that does
        not include as an unconditional term thereof the giving by the claimant or plaintiff to
        such indemnified party of a release from all liability in respect to such claim or
        litigation.


        
        6.4     Contribution. If indemnification shall for any
        reason be held by a court to be unavailable to an indemnified party in respect of any loss,
        claim, damage or liability, or any action in respect thereof, then, in lieu of the amount
        paid or payable under Sections 6.1 or 6.2, as
        applicable, the indemnified party and the indemnifying party shall contribute to the
        aggregate losses, claims, damages and liabilities (including legal or other expenses
        reasonably incurred in connection with investigating the same), (a) in such proportion as
        is appropriate to reflect the relative fault of the Company on the one hand and the
        Stockholders on the other hand that resulted in such loss, claim, damage or liability, or
        action in respect thereof, with respect to the statements or omissions that resulted in
        such loss, claim, damage or liability, or action in respect thereof, as well as any other
        relevant equitable considerations or (b) if the allocation provided by item (a) above is
        not permitted by applicable law, in such proportion as shall be appropriate to reflect the
        relative benefits received by the Company on the one hand and the Stockholders on the
        other, as determined by a court of competent jurisdiction. No individual or entity guilty
        of fraudulent misrepresentation (within the meaning of the 1933 Act) shall be entitled to
        contribution from any individual or entity that was not guilty of such fraudulent
        misrepresentation. In addition, no individual or entity shall be obligated to contribute
        hereunder any amounts in payment for any settlement of any action or claim, affected
        without such individual or entity’s consent, which consent shall not be unreasonably
        withheld.


        -9-

        
        

        


        
        7.     Miscellaneous.


        
        7.1     Reorganization, Consolidation, Merger, etc. In case
        that at any time the Company shall (a) effect an exchange or conversion of the Common Stock
        for or into securities of another corporation or other entity, (b) effect a consolidation
        or merger of the Company with or into any other person (other than a merger that does not
        result in any reclassification, conversion, exchange or cancellation of outstanding shares
        of Common Stock), or (c) effect a sale, lease or other conveyance of all or substantially
        all of the assets of the Company, the Company shall, as a condition to the consummation of
        such transaction, cause its successor in interest to assume all of its obligations under
        this Agreement.


        
        7.2     Notices; Etc. All notices and other communications
        required or permitted to be given pursuant to this Agreement shall be in writing signed by
        the sender, and shall be deemed duly given (a) on the date delivered if personally
        delivered; (b) on the date sent by telecopier with automatic confirmation by the
        transmitting machine showing the proper number of pages were transmitted without error; (c)
        on the next business day after being sent by Federal Express or other recognized overnight
        mail service for next day or next business day delivery; or (d) five business days after
        mailing, if mailed by United States postage-prepaid certified or registered mail, return
        receipt requested, in each case addressed to the parties at the following addresses or
        telecopier numbers (or such other address or telecopier number as may be specified in a
        notice given in accordance with the provisions hereof):


        
        If to the Company:


        
        400 International Parkway


        
        Suite 100


        
        Heathrow, Florida 32746


        
        Attention: Chief Financial Officer


        
        Telecopier No.: (407) 708-5819


        
        with a copy to:


        
        Troutman Sanders LLP


        
        405 Lexington Avenue


        
        New York, New York 10174


        
        Attention: Uri Doron


        
        Telecopier No.: (212) 704-5928


        -10-

        
        


        

        

        
        If to a Stockholder, to the address or telecopier number of such Stockholder set forth on
        the signature pages below.


        
        7.3     Waivers. No course of dealing and no delay on the
        part of any party hereto in exercising any right, power or remedy conferred by this
        Agreement shall operate as a waiver thereof or otherwise prejudice such party’s
        rights, powers and remedies conferred by this Agreement or shall preclude any other or
        further exercise thereof or the exercise of any other right, power and remedy. The Company
        may waive performance of any obligation owing to it, as to some or all of the Stockholders,
        or agree to accept alternatives to such performance, without obtaining the consent of any
        Stockholder.


        
        7.4     Binding Effect; Assignability. Except as otherwise
        provided herein, this Agreement shall be binding upon and shall inure to the benefit of the
        respective parties and their permitted successors and assigns and to each transferee of all
        or any portion of the Shares held by the parties hereto as expressly set forth in the
        written instrument that facilitates the transfer to such transferee. A Stockholder may only
        assign or transfer his, her or its rights hereunder in accordance with a transfer of his,
        her or its Shares and only pursuant to a written instrument in form and substance
        satisfactory to the Company in which the transferee agrees to assume the obligations of
        such Stockholder hereunder.


        
        7.5     Severability. Any provision of this Agreement that
        is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
        ineffective to the extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision in any other
        jurisdiction. To the extent permitted by applicable law, the parties hereby waive any
        provision of law which renders any provisions hereof prohibited or unenforceable in any
        respect.


        
        7.6     Amendment, Etc. No term or provision of this
        Agreement may be amended, waived, altered, modified, rescinded or terminated except by a
        written instrument signed by the Company and the holders of at least a majority in interest
        of the Registrable Securities, and any such amendment, waiver, alteration, modification,
        rescission or termination shall be binding on all of the Stockholders.


        
        7.7     Law Governing. This Agreement shall be governed by
        and construed in accordance with the law of the state of New York, applicable to agreements
        made and to be performed entirely in New York, without regard to the principals of
        conflicts of law of such state.


        
        7.8     Entire Agreement. This Agreement contains, and is
        intended as, a complete statement of all the terms of the arrangements between the parties
        with respect to the matters provided for, supersedes any previous agreements and
        understandings between the parties with respect to those matters and cannot be changed or
        terminated orally.


        
        7.9     Legal Fees. In the event that it becomes necessary
        for any of the parties hereto to retain legal counsel to enforce such party’s rights
        under this Agreement and such party prevails in such enforcement, all reasonable
        out-of-pocket costs and expenses and all reasonable out-of-pocket attorneys’ fees
        associated with the retention of such counsel shall be borne by the other parties hereto
        with respect to whom the enforcing party shall have enforced its rights.


        
        [The next pages are the signature pages]


        
         


        
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        The parties have executed and delivered this Investors Rights Agreement as of the date
        first written above.


        


        	
                    
                    The Company:

                	
                    
                    VEIN ASSOCIATES OF AMERICA, INC.


                    
                    By: ______________________________


                    
                         Name:


                    
                         Title:

                
	
                    
                    The Stockholder:

                	
                    
                    ___________________________________


                    
                    Name of Stockholder (Print)


                    
                    ___________________________________


                    
                    Signature of Stockholder


                    
                    ___________________________________


                    
                    Capacity (for entities)


                    
                    ___________________________________


                    
                    Name of Joint Stockholder (if any)


                    
                    ___________________________________


                    
                    Signature of Joint Stockholder (if any)


                    
                    Address: ____________________________

                    ___________________________________

                    ___________________________________


                    
                    Telecopier No.: ______________________

                



         


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