Exhibit 4.8 



REGISTRATION RIGHTS
AGREEMENT  



THIS REGISTRATION RIGHTS AGREEMENT
(the “Agreement”) is made and entered into as of 20th day
of March, 2006 by and among Vein Associates of America, Inc, a corporation
organized and existing under the laws of the State of Florida (the
“Company”), and the investors signatory hereto (hereinafter
collectively referred to as the “Investor” or
“Investors”). Unless defined otherwise herein, capitalv
ized
terms herein shall have the identical meaning as in the Preferred Stock Purchase
Agreement, of even date herewith, by and between the Company and the Investor
(“Preferred Stock Purchase Agreement”). 



PRELIMINARY STATEMENT  



        WHEREAS,
pursuant to the Preferred Stock Purchase Agreement dated as of even date herewith between
the Company and the Investor, Investor shall purchase Preferred Stock and Warrants, which
upon conversion and exercise, in accordance with the terms of the Preferred Stock Purchase
Agreement and Warrants, entitle the Investor to receive Shares; and 



        WHEREAS,
the ability of the Investor to sell Shares is subject to certain restrictions under the
1933 Act; and 



        WHEREAS,
as a condition to the Preferred Stock Purchase Agreement, the Company has agreed to
provide the Investor with a mechanism that will permit the Investor to sell its Shares in
the future. 



        NOW,
THEREFORE, in consideration of the foregoing premises and of the mutual covenants and
agreements herein set forth, the value of which each party deems to be sufficient, the
parties hereto hereby agree as follows: 



ARTICLE I 



INCORPORATION BY
REFERENCE, SUPERSEDER 



1.1 Incorporation by Reference.
The foregoing recitals are hereby acknowledged to be true and accurate, and are
incorporated herein by this reference.  



1.2 Superseder.
This Agreement, to the extent that it is inconsistent with any other instrument or
understanding among the parties hereto governing the affairs of the Company, shall
supersede such instrument or understanding to the fullest extent permitted by law. A copy
of this Agreement shall be filed at the Company’s principal office. 



ARTICLE II 



DEMAND REGISTRATION
RIGHTS 



2.1 Registrable
Securities. The term “Registrable Securities” means and includes
the Shares underlying the Preferred Stock and Warrants issued pursuant to the Preferred
Stock Purchase Agreement and Warrant referred to therein. As to any particular Registrable
Securities, such












securities will cease to be
Registrable Securities when (a) they have been effectively registered under the 1933 Act
and disposed of in accordance with the Registration Statement covering them, (b) they are
or may be freely traded without registration pursuant to Rule 144(k) under the 1933 Act
(or any similar provisions that are then in effect), or (c) they have been otherwise
transferred and new certificates for them not bearing a restrictive legend have been
issued by the Company and the Company shall not have “stop transfer” instructions
against them. “Shares” shall mean, collectively, the
shares of Common Stock of the Company issuable upon conversion of the Preferred Stock and
those shares of Common Stock of the Company issuable to the Investor upon exercise of the
Warrants. “Registration Statement” shall mean any registration
statement which registers Registrable Securities under the 1933 Act.  



2.2 Registration of
Registrable Securities. The Company shall prepare and file within sixty
days (60) days following the date hereof (the “Filing
Date”) a registration statement (the “Required Registration
Statement”) covering the resale of such number of shares of the
Registrable Securities as the Investor shall elect by written notice to the Company, and
absent such election, covering the resale of all of the shares of the Registrable
Securities. The Company shall use its best efforts to cause the Required Registration
Statement to be declared effective by the SEC on the earlier of (i) One Hundred and Eighty
(180) days following the Closing Date, (ii) ten (10) days following the receipt of a
“No Review” or similar letter from the SEC or (iii) the first business day
following the day the SEC determines the Required Registration Statement eligible to be
declared effective (the “Required Effectiveness Date”).
Nothing contained herein shall be deemed to limit the number of Registrable Securities to
be registered by the Company hereunder. As a result, should the Required Registration
Statement not relate to the maximum number of Registrable Securities acquired by (or
potentially acquirable by) the holders of the Shares of the Company issued to the Investor
pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to
promptly file a separate Registration Statement (utilizing Rule 462 promulgated under the
1933 Act, where applicable) relating to such Registrable Securities which then remain
unregistered. The provisions of this Agreement shall relate to any such separate
Registration Statement as if it were an amendment to the Required Registration Statement. 



2.3 Demand
Registration. Subsequent to the date that is One Hundred and Eighty (180)
days following the Closing Date, and only in the event that the Required Registration
Statement has not been filed, at any time and from time to time, the Investor may request
the registration under the 1933 Act of all or part of the Registrable Shares then
outstanding (a “Demand Registration”). Subject to the
conditions of Section 3, the Company shall use its best efforts to file such Registration
Statement under the 1933 Act as promptly as practicable after the date any such request is
received by the Company and to cause such Registration Statement to be declared effective.
The Company shall notify the Investor promptly when any such Registration 



Statement has been declared
effective. If more than eighty percent (80%) of the Shares issuable under the Preferred
Stock Purchase Agreement have been registered or sold, then this provision shall
automatically expire. 



2.4 Registration
Statement Form. Registrations under Section 2.2 and Section 2.3 shall be on
the appropriate registration form of the SEC as shall permit the disposition of such
Registrable Securities in accordance with the intended method or methods of disposition












specified in the Registration
Statement; provided, however, such intended method of disposition shall not include an
underwritten offering of the Registrable Securities.  



2.5
Expenses. The Company will pay all registration expenses in
connection with any Registration Statement, it being understood, however, that such
expenses shall not include any underwriting discounts and commissions and transfer taxes
of any holder of Registrable Securities. 



2.6 Effective
Registration Statement. A Registration Statement shall not be deemed to
have been effected (i) unless a Registration Statement with respect thereto has become
effective within the time period specified herein, provided that a registration which does
not become effective after the Company filed a Registration Statement with respect thereto
solely by reason of the refusal to proceed of any holder of Registrable Securities (other
than a refusal to proceed based upon the advice of counsel in the form of a letter signed
by such counsel and provided to the Company relating to a disclosure matter unrelated to
such holder) shall be deemed to have been effected by the Company unless the holders of
the Registrable Securities shall have elected to pay all registration expenses in
connection with such registration, (ii) if, after it has become effective, such
registration becomes subject to any stop order, injunction or other order or extraordinary
requirement of the SEC or other governmental agency or court for any reason or (iii) if,
after it has become effective, such registration ceases to be effective for more than the
allowable Black-Out Periods (as defined herein). 



2.7 Plan Of
Distribution. The Company hereby agrees that each Registration Statement shall
include a plan of distribution section reasonably acceptable to the Investor; provided,
however, such plan of distribution section shall be modified by the Company so as to not
provide for the disposition of the Registrable Securities on the basis of an underwritten
offering. 



2.8 Liquidated
Damages. If, after One Hundred and Eighty (180) days following the Closing
Date, in the event the Company does not register Registrable Securities pursuant to the
requirements of Section 2.2 herein, or if the Registration Statement filed pursuant to
Section 2.2 herein is not declared effective, or if the Registrable Securities are
registered pursuant to an effective Registration Statement and such Registration Statement
or other Registration Statement(s) demanded by Investor including the Registrable
Securities is not effective in the period from said One Hundred and Eighty (180) days from
the date hereof through two years following the date hereof, the Company shall, for each
such day issue to the Investor, as liquidated damages and not as a penalty, 13,699 shares
of Preferred Stock for any such day (based on 365 day year), such issuance shall be made
no later than the tenth business day of the calendar month next succeeding the month in
which such day occurs. In addition, if the Company has not filed the Required Registration
Statement within the sixty (60) day period after Closing as specified in Section 2.2, the
Company shall, for each such day after sixty (60) days from closing and until the filing of
the Required Registration Statement, issue to the Investor, as liquidated damages and not
as a penalty, 13,699 shares of Preferred Stock and for any such day (based on 365 day
year), such payment shall be made no later than the tenth business day of the calendar
month next succeeding the month in which such day occurs. However, in no event shall the
Company be required to pay any liquidated damages under this Section 2.8 (i) with respect
to any Registrable Securities which are registered in an











effective Registration Statement
pursuant to Section 2.2 or 3.1 hereunder or otherwise, or (ii) in an aggregate amount
exceeding 13,888,889 shares underlying the Preferred Stock in the aggregate (as adjusted
pursuant to the terms of the Certificate of Designation). 



The parties 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. Nothing shall
preclude the Investor from pursuing or obtaining specific performance or other equitable
relief with respect to this Agreement. 



The parties hereto agree that the
liquidated damages provided for in this Section 2.8 constitute a reasonable estimate of
the damages that may be incurred by the Investor by reason of the failure of the
Registration Statement(s) to be filed or declared effective in accordance with the
provisions hereof. 



All obligations of the Company
under this Section 2.8 shall terminate when the Investors collectively hold less than five
percent (5%) of the Registrable Securities. 



ARTICLE III 



INCIDENTAL
REGISTRATION RIGHTS 



3.1 Right
To Include
(“Piggy-Back”) Registerable
Securities And The
Common Stock Underlying
The Preferred Stock Issued
As Liquidated Damages. The
common stock underlying the Preferred Stock issued as liquidated damages shall be
considered Registerable Securities for purposes of this Article 3. Provided that the
Registrable Securities have not been registered, if at any time after the date hereof but
before the second (2nd) anniversary of the date hereof, the Company proposes to register
any of its securities under the 1933 Act (other than by a registration in connection with
an acquisition in a manner which would not permit registration of Registrable Securities
for sale to the public, on Form S-8, or any successor form thereto, on Form S-4, or any
successor form thereto and other than pursuant to Section 2 herein), on an underwritten
basis (either best-efforts or firm-commitment) or under a resale registration statement of
any form, then, the Company will each such time give prompt written notice to all holders
of Registrable Securities of its intention to do so and of such holders of Registrable
Securities’ rights under this Section 3.1. Upon the written request of any such
holders of Registrable Securities made within ten (10) days after the receipt of any such
notice (which request shall specify the Registrable Securities intended to be disposed of
by such holders of Registrable Securities and the intended method of disposition thereof),
the Company will, subject to the terms of this Agreement, use commercially reasonable
efforts to effect the registration under the 1933 Act of the Registrable Securities, to
the extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of such Registrable Securities so to be registered, by
inclusion of such Registrable Securities in the registration statement which covers the
securities which the Company proposes to register, provided that if, at any time after
written notice of its intention to register any securities and prior to the effective date
of the registration statement filed in connection with such registration, the Company
shall determine for any reason either not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such determination to
each holder of Registrable Securities 











and, thereupon, (i) in the case of a
determination not to register, shall be relieved of this obligation to register any
Registrable Securities in connection with such registration (but not from its obligation
to pay the registration expenses in connection therewith), without prejudice, however, to
the rights of any holder or holders of Registrable Securities entitled to do so to
request that such registration be effected as a registration under Section 2, and (ii) in
the case of a determination to delay registering, shall be permitted to delay registering
any Registrable Securities for the same period as the delay in registering such other
securities. No registration effected under this Section 3.1 shall relieve the Company of
its obligation to effect any registration upon request under Section 2, except that no
holder of Registrable Securities shall have the right to be included in more than one
registration statement at any time. The Company will pay all registration expenses in
connection with each registration of Registrable Securities requested pursuant to this
Section 3.1. The right provided the holders of the Registrable Securities pursuant to
this Section 3.1 shall be exercisable at their sole discretion and will in no way limit
any of the Company’s obligations with respect to such Registrable Securities.  



3.2 Priority In
Incidental Registrations. If the managing underwriter of any underwritten
offering contemplated by Section 3 shall inform the Company and holders of the Registrable
Securities requesting such registration by letter of its belief that the number of
securities requested to be included in such registration exceeds the number which can be
sold in such offering, then the Company will include in such registration, to the extent
of the number which the Company is so advised can be sold in such offering, (i) first,
securities proposed by the Company to be sold for its own account, and (ii) second,
Registrable Securities (and, in the event not all Registrable Securities can be included,
the number of Registrable Securities to be included shall be distributed pro rata amongst
the Investors based on the number of Registrable Securities initially owned by each
Investor) and (iii) third (only in the event all Registrable Securities have been
included), securities of other selling security holders requested to be included in such
registration. 



ARTICLE IV 



REGISTRATION PROCEDURES 



4.1 Registration
Procedures. If and whenever the Company is required to effect the
registration of any Registrable Securities under the 1933 Act as provided in Section 2.2,
Section 2.3, Section 3.1, or Section 5.1, the Company shall, as expeditiously as possible: 



         (i)       
          prepare and file with the SEC the Registration Statement, or amendments thereto,
          to effect such registration (including such audited financial statements as may
          be required by the 1933 Act orV the rules and regulations
promulgated thereunder) and thereafter use commercially reasonable efforts to cause such
Registration Statement to be declared effective by the SEC, as soon as practicable, but in
any event no later than the Required Effectiveness Date (with respect to a registration
pursuant to Section 2.2); provided, however, that before filing such Registration
Statement or any amendments thereto, the Company will furnish to the counsel selected by
the holders of Registrable Securities which are to be included in such registration,
copies of all such documents proposed to be filed;









         (ii)       
prepare and file with the SEC 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 until the earlier to occur of
twenty-four (24) months after the date of this Agreement (subject to the right
of the Company to suspend the effectiveness thereof for not more than ten (10)
consecutive trading days or an aggregate of twenty (20) trading days during each
year (each a “Black-Out Period”)) or such time as all of the
securities which are the subject of such Registration Statement cease to be
Registrable Securities (such period, in each case, the “Registration
Maintenance Period”). The Company must notify the Investor at least
twenty-four (24) hours prior to any Black-Out Period;  



         (iii)       
          furnish to each holder of Registrable Securities covered by such Registration
          Statement 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 (or
          similar rule then in effect), in conformity with the requirements of the 1933
          Act, and such other documents, as such holder of Registrable Securities and
          underwriter, if any, may reasonably request in order to facilitate the public
          sale or other disposition of the Registrable Securities owned by such holder of
          Registrable Securities; 



         (iv)       
          use commercially reasonable efforts to register or qualify all Registrable
          Securities and other securities covered by such Registration Statement under
          such other Federal or state securities laws or “blue sky” laws as any
          holder of Registrable Securities shall reasonably request, to keep such
          registrations or qualifications in effect for so long as such Registration
          Statement remains in effect, and take any other action which may be reasonably
          necessary to enable such holder of Registrable Securities to consummate the
          disposition in such jurisdictions of the securities owned by such holder of
          Registrable Securities, 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 subdivision
          (iv) be obligated to be so qualified or to consent to general service of process
          in any such jurisdiction; 



         (v)       
          use commercially reasonable efforts to cause all Registrable Securities covered
          by such Registration Statement to be registered with, or approved by, such other
          governmental agencies or authorities as may be necessary to enable the U.S.
          holder of Registrable Securities thereof to consummate the disposition of such
          Registrable Securities; 



    (vi)                        furnish
to each holder of Registrable Securities a signed counterpart, addressed           to
such holder of Registrable Securities, and the underwriters, if any, of an
          opinion of counsel for the Company, dated the effective date of such
          Registration Statement (or, if such registration includes an underwritten
public           offering, an opinion dated the date of the closing under the
underwriting           agreement), reasonably satisfactory in form and substance to such
holder of           Registrable Securities) including that the prospectus and any
prospectus           supplement forming a part of the Registration Statement does not
contain an           untrue statement of a material
fact or omits 









 a material fact required to be           stated therein or necessary in
order to make the statements therein, in light of           the circumstances under which
they were made, not misleading, and  



         (vii)       
          notify the Investor and its counsel promptly and confirm such advice in writing
          promptly after the Company has knowledge thereof: 



         (a)       
          when the Registration Statement, the prospectus or any prospectus supplement
          related thereto or post-effective amendment to such Registration Statement has
          been filed, and, with respect to such Registration Statement or any
          post-effective amendment thereto, when the same has become effective; 



         (b)       
          of any request by the SEC for amendments or supplements to the Registration
          Statement or the prospectus or for additional information; 



         (c)       
          of the issuance by the SEC of any stop order suspending the effectiveness of the
          Registration Statement or the initiation of any proceedings by any Person for
          that purpose; and 



         (d)       
          of the receipt by the Company of any notification with respect to the suspension
          of the qualification of any Registrable Securities for sale under the securities
          or blue sky laws of any jurisdiction or the initiation or threat of any
          proceeding for such purpose; 



         (viii)       
          notify each holder of Registrable Securities covered by a Registration Statement
          at any time 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 facts required to be stated therein or necessary to make the statements
          therein not misleading in the light of the circumstances then existing, and at
          the request of any such holder of Registrable Securities promptly prepare and
          furnish to such holder of Registrable Securities 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 then
          existing; 



         (ix)       
          use its commercially reasonable efforts to obtain the withdrawal of any order
          suspending the effectiveness of such Registration Statement at the earliest
          possible moment; 



         (x)       
          otherwise use its commercially reasonable efforts to comply with all applicable
          rules and regulations of the SEC, and make available to its security holders, as
          soon as reasonably practicable, an earnings statement covering the period of at
          least twelve (12) months, but not more than eighteen (18)
months, beginning with the first (1st) full calendar month after the effective date of
such Registration Statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 promulgated thereunder;










         (xi)       
          enter into such agreements and take such other actions as the holders of such
          Registrable Securities shall reasonably request in writing (at the expense of
          the requesting or benefiting holder) in order to expedite or facilitate the
          disposition of such Registrable Securities; and 



         (xii)       
          use commercially reasonable efforts to list all Registrable Securities covered
          by such Registration Statement on any securities exchange on which any of the
          Registrable Securities are then listed. 



        The
Company may require each holder of Registrable Securities as to which any registration is
being effected to furnish the Company such information regarding such holder of
Registrable Securities and the distribution of such securities as the Company may from
time to time reasonably request in writing. 



4.2 The Company will not file any
Registration Statement or any amendment thereto or any prospectus or any supplement
thereto to which any holder of Registrable Securities covered thereby shall reasonably
object, provided that the Company may file such documents in a form required by law or
upon the advice of its counsel. 



4.3 The Company represents and
warrants to each holder of Registrable Securities that it has obtained all necessary
waivers, consents and authorizations necessary to execute this Agreement and consummate
the transactions contemplated hereby, other than such waivers, consents and/or
authorizations specifically contemplated by the Preferred Stock Purchase Agreement. 



4.4 Each holder of Registrable
Securities shall, upon receipt of any notice from the Company of the occurrence of any
event of the kind described in subdivision (viii) of Section 4.1, such holder will
forthwith discontinue its disposition of Registrable Securities pursuant to the
registration statement relating to such Registrable Securities until such holder of
Registrable Securities’ receipt of the copies of the supplemented or amended
prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed by the
Company, will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies, then in such holder’s possession of the prospectus
relating to such Registrable Securities current at the time of receipt of such notice. 



ARTICLE V 



UNDERWRITTEN OFFERINGS  



5.1 Incidental
Underwritten Offerings. If the Company at any time proposes to register any
of its securities under the 1933 Act as contemplated by Section 3.1 and such securities
are to be distributed by or through one or more underwriters, the Company will, if
requested by the holder of Registrable Securities as provided in Section 3.1 and subject
to the provisions of Section 3.2, use commercially reasonable efforts to arrange for such
underwriters to include all the Registrable Securities to be offered and sold by such
holder among the securities to be distributed by such underwriters. In no event shall the
holder of Registrable Securities be deemed an underwriter for purposes of this Agreement. 












5.2 Participation In
Underwritten Offerings. No holder of Registrable Securities may participate
in any underwritten offering under Section 3.1 unless such holder of Registrable
Securities (i) agrees to sell such Registrable Securities on the basis provided in any
underwriting arrangements approved, subject to the terms and conditions hereof, by the
holders of a majority of Registrable Securities to be included in such underwritten
offering and (ii) completes and executes all questionnaires, indemnities, underwriting
agreements and other documents (other than powers of attorney) required under the terms of
such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement
(or other agreement in connection with such offering) shall require any holder of
Registrable Securities to make a representation or warranty to, or agreements with, the
Company or the underwriters, other than representations and warranties contained in a
writing furnished by such holder of Registrable Securities expressly for use in the
related Registration Statement or representations, warranties or agreements regarding such
holder of Registrable Securities, such holder’s Registrable Securities and such
holder’s intended method of distribution and any other representation required by
law. 



5.3 Preparation;
Reasonable Investigation. In connection with the preparation and filing of
each Registration Statement under the 1933 Act pursuant to this Agreement, the Company
will give the holders of Registrable Securities registered under such Registration
Statement, and their respective counsel and accountants, the opportunity to participate in
the preparation of such Registration Statement, each prospectus included therein or filed
with the SEC, and each amendment thereof or supplement thereto, and subject to receipt of
a written confidentiality agreement in form and substance reasonably satisfactory to the
Company, will give each of them such access to its books and records and such
opportunities to discuss the business of the Company with its officers and the independent
public accountants who have certified its financial statements as shall be necessary, in
the reasonable opinion of such holders’ and such underwriters’ respective
counsel, to conduct a reasonable investigation within the meaning of the 1933 Act. 



ARTICLE VI 



INDEMNIFICATION  



6.1Indemnification by
the Company. In the event of any registration of any securities of the
Company under the 1933 Act, the Company will, and hereby does agree to indemnify and hold
harmless the holder of any Registrable Securities covered by such Registration Statement,
its directors and officers, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls such
holder or any such underwriter within the meaning of the 1933 Act against any losses,
claims, damages or liabilities, joint or several, to which such holder or any such
director or officer or underwriter or controlling person may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such securities were registered under
the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission or alleged
omission  










to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading,
and the Company will reimburse such holder and each such director, officer, underwriter
and controlling person for any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability, action or
proceeding, provided 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 alleged untrue statement
or omission or alleged omission made in such Registration Statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such holder or
underwriter stating that it is for use in the preparation thereof and, provided further
that the Company shall not be liable to any Person who participates as an underwriter in
the offering or sale of Registrable Securities or to any other Person, if any, who
controls such underwriter within the meaning of the 1933 Act, 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, within the time period
required by the 1933 Act to the Person asserting the existence of 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 or an amendment or supplement thereto.
Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such holder or any such director, officer, underwriter or controlling
person and shall survive the transfer of such securities by such holder. 



6.2 Indemnification by
the Holder of Registrable Securities. The Company may require, as a
condition to including any Registrable Securities in any Registration Statement filed
pursuant to this Agreement, that the Company shall have received an undertaking
satisfactory to it from the prospective holder of such Registrable Securities, to
indemnify and hold harmless (in the same manner and to the same extent as set forth in
Section 6.1) the Company, each director of the Company, each officer of the Company and
each other Person, if any, who controls the Company within the meaning of the 1933 Act,
with respect to any statement or alleged statement in or omission or alleged omission from
such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed by such
holder of Registrable Securities specifically stating that it is for use in the
preparation of such Registration Statement, preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement. Any such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the Company or any
such director, officer or controlling person and shall survive the transfer of such
securities by such holder of Registrable Securities. The indemnification required by this
Section 6 shall be limited to the lesser of (i) the net amount of proceeds realized from
the sale of the Registrable Securities covered by the Registration Statement at issue and
(ii) Fifty Thousand Dollars ($50,000). 










6.3 Notices Of Claims,
Etc. 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
and/or Section 6.2, such indemnified party will, if claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under Sections 6.1 and
Section 6.2, 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 such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist in respect of such claim, 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 the
indemnifying party may wish, 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 latter
in connection with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the consent of the indemnified party, consent to entry
of any judgment or enter into any settlement of any such action which 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, or a covenant not to sue, in respect to such claim
or litigation. No indemnified party shall consent to entry of any judgment or enter into
any settlement of any such action the defense of which has been assumed by an indemnifying
party without the consent of such indemnifying party. 



6.4 Other
Indemnification. Indemnification similar to that specified in Sections 6.1
and Section 6.2 (with appropriate modifications) shall be given by the Company and each
holder of Registrable Securities (but only if and to the extent required pursuant to the
terms herein) with respect to any required registration or other qualification of
securities under any Federal or state law or regulation of any governmental authority,
other than the 1933 Act. 



6.5 Indemnification
Payments. The indemnification required by Sections 6.1 and Section 6.2
shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss, damage or
liability is incurred. 



6.6
Contribution. If the indemnification provided for in Sections 6.1 and
Section 6.2 is unavailable to an indemnified party in respect of any expense, loss, claim,
damage or liability referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such expense, loss, claim, damage or
liability (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the holder of Registrable Securities or
underwriter, as the case may be, on the other from the distribution of the Registrable
Securities or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company on the
one hand and of the holder of Registrable Securities or underwriter, as the case may be,
on the other in connection 










with the statements or omissions
which resulted in such expense, loss, damage or liability, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the one hand
and the holder of Registrable Securities or underwriter, as the case may be, on the other
in connection with the distribution of the Registrable Securities shall be deemed to be
in the same proportion as the total net proceeds received by the Company from the initial
sale of the Registrable Securities by the Company to the purchasers bear to the gain, if
any, realized by all selling holders participating in such offering or the underwriting
discounts and commissions received by the underwriter, as the case may be. The relative
fault of the Company on the one hand and of the holder of Registrable Securities or
underwriter, as the case may be, on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the Company, by the
holder of Registrable Securities or by the underwriter and the parties’ relative
intent, knowledge, access to information supplied by the Company, by the holder of
Registrable Securities or by the underwriter and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission, provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained herein, and in no event shall the
obligation of any indemnifying party to contribute under this Section 6.6 exceed the
amount that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for hereunder had been available under
the circumstances.  



        The
Company and the holders of Registrable Securities hereby agree that it would not be just
and equitable if contribution pursuant to this Section 6.6 were determined by pro rata
allocation (even if the holders of Registrable Securities and any underwriters were
treated as one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding paragraph shall
be deemed to include, subject to the limitations set forth herein, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. 



        Notwithstanding
the provisions of this Section 6.6, no holder of Registrable Securities or underwriter
shall be required to contribute any amount in excess of the amount by which (i) in the
case of any such holder, the net proceeds received by such holder from the sale of
Registrable Securities in the applicable Registration Statement or (ii) in the case of an
underwriter, the total price at which the Registrable Securities purchased by it and
distributed to the public were offered to the public exceeds, in any such case, the amount
of any damages that such holder or underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.









ARTICLE VII 



RULE 144 



7.1 Rule
144. The Company shall file in a timely manner the reports required to be
filed by the Company under the 1933 Act and the 1934 Act (including but not limited to the
reports under Sections 13 and 15(d) of the 1934 Act referred to in subparagraph (c) of
Rule 144 adopted by the SEC under the 1933 Act) and the rules and regulations adopted and
promulgated by the SEC thereunder (or, if the Company is not required to file such
reports, will, upon the request of any holder of Registrable Securities, make publicly
available other information) and will take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from time to
time to enable such holder to sell Registrable Securities without registration under the
1933 Act within the limitation of the exemptions provided by (a) Rule 144 under the 1933
Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted and promulgated by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written statement as to
whether it has complied with the requirements of this Section 7.1. 



ARTICLE VIII 



MISCELLANEOUS  



8.1 Amendments And
Waivers. This Agreement may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only
if the Company shall have obtained the written consent to such amendment, action or
omission to act, of the holder or holders of fifty-one percent (51%) or more of the shares
of (i) Registrable Securities issued at such time, plus (ii) Registrable Securities
issuable upon exercise or conversion of the Preferred Stock and Warrants (if such
securities were not fully exchanged or converted in full as of the date such consent if
sought). Each holder of any Registrable Securities at the time or thereafter outstanding
shall be bound by any consent authorized by this Section 8.1, whether or not such
Registrable Securities shall have been marked to indicate such consent. 



8.2 Nominees For
Beneficial Owners. In the event that any Registrable Securities are held by
a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its
election, be treated as the holder of such Registrable Securities for purposes of any
request or other action by any holder or holders of Registrable Securities pursuant to
this Agreement or any determination of any number of percentage of shares of Registrable
Securities held by a holder 



8.3 Other Agreement.
The parties hereby acknowledge and confirm that the Company is a party to a Registration
Rights Agreement dated as of February 15, 2006 (the “Other Agreement”)
with ABS-SOS PLUS Partners Ltd., a Cayman Islands corporation (the “Other
Holder”). Section 6 of the Other Agreement provides that the Company
shall not grant any other demand or incidental registration rights to any other Person
which are senior to or  









or holders of Registrable Securities
contemplated by this Agreement. If the beneficial owner of any Registrable Securities so
elects, the Company may require assurances reasonably satisfactory to it of such owner’s
beneficial ownership or such Registrable Securities.  



inconsistent with the rights granted
under the Other Agreement without the prior written consent of the Other Holder;
provided, that the granting of demand registration rights or pro rata incidental
registration rights, each on terms comparable to the terms of the Other Agreement, is not
considered inconsistent with the terms of the Other Agreement. The parties hereby further
acknowledge that the Company shall not be required to take any action hereunder if such
action would cause the Company to be in breach under the Other Agreement.  



8.4 Notices.
Except as otherwise provided in this Agreement, all notices, requests and other
communications to any Person provided for hereunder shall be in writing and shall be given
to such Person (a) in the case of a party hereto other than the Company, addressed to such
party in the manner set forth in the Preferred Stock Purchase Agreement or at such other
address as such party shall have furnished to the Company in writing, or (b) in the case
of any other holder of Registrable Securities, at the address that such holder shall have
furnished to the Company in writing, or, until any such other holder so furnishes to the
Company an address, then to and at the address of the last holder of such Registrable
Securities who has furnished an address to the Company, or (c) in the case of the Company,
at the address set forth on the signature page hereto, to the attention of its President,
or at such other address, or to the attention of such other officer, as the Company shall
have furnished to each holder of Registrable Securities at the time outstanding. Each such
notice, request or other communication shall be effective (i) if given by mail, four (4)
business days after such communication is deposited in the mail with first class postage
prepaid, addressed as aforesaid or (ii) if given by any other means (including, without
limitation, by fax or “next day” courier), when delivered at the address
specified above, provided that any such notice, request or communication shall not be
effective until received. 



8.5
Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto. In addition, and whether or not any
express assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Company shall also be for the benefit of
and enforceable by any subsequent holder of any Registrable Securities. Each of the
holders of the Registrable Securities agrees, by accepting any portion of the Registrable
Securities after the date hereof, to the provisions of this Agreement including, without
limitation, appointment of the holder of Registrable Securities’ Representative to
act on behalf of such holder pursuant to the terms hereof which such actions shall be made
in the good faith discretion of the holder of Registrable Securities’ Representative
and be binding on all persons for all purposes. 



8.6 Descriptive
Headings. The descriptive headings of the several sections and paragraphs
of this Agreement are inserted for reference only and shall not limit or otherwise affect
the meaning hereof. 



8.7 Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York, without giving effect to applicable principles of conflicts of law.  



8.8 Jurisdiction.
This Agreement shall be exclusively governed by and construed in accordance with the laws
of the State of New York. If any action is brought among the parties with respect to this
Agreement or otherwise, by way of a claim or counterclaim, the parties agree  









that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State or Federal Courts serving
the State and/or Southern District of the State of New York. In the event suit or action
is brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable
attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.  



8.9 Entire
Agreement. This Agreement embodies the entire agreement and understanding
between the Company and each other party hereto relating to the subject matter hereof and
supercedes all prior agreements and understandings relating to such subject matter. 



8.10
Severability. If any provision of this Agreement, or the application
of such provisions to any Person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to Persons or circumstances other
than those to which it is held invalid, shall not be affected thereby. 



8.11 Binding
Effect. All the terms and provisions of this Agreement whether so expressed
or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties
and their respective administrators, executors, legal representatives, heirs, successors
and assignees. 



8.12 Preparation of
Agreement. This Agreement shall not be construed more strongly against any
party regardless of who is responsible for its preparation. The parties acknowledge each
contributed and is equally responsible for its preparation. 



8.13 Failure or
Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part
of any party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any representation,
warranty, covenant or agreement herein, nor shall nay single or partial exercise of any
such right preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available. 



8.14
Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement. A facsimile transmission of this signed Agreement
shall be legal and binding on all parties hereto. 



[Remainder of page
intentionally left blank.Next 
page is signature page.] 










        IN
WITNESS WHEREOF, the Investor and the Company have caused the execution and delivery
of this Agreement as of the date first written above. 




Vein Associates of America, Inc  







/s/ Eric Luetkemeyer

By: Eric Luetkemeyer, President  




INVESTOR  





BARRON PARTNERS LP 

Barron Capital Advisors, LLC, its General Partners 



By: /s/Andrew Barron Worden

Andrew Barron Worden

President

730 Fifth Avenue, 9th Floor 

New York NY 10019  














		
	 	 	/s/ Alan R. Cohen 	 
	 	 	Name: Alan R. Cohen	 
	
	 
	
	 
	 	 	/s/ Charles M. Carlson 	 
	 	 	Name: Charles M. Carlson	 
	
	 
	
	 
	 	 	/s/ Daniel E. Larsen 	 
	 	 	Name: Daniel E. Larsen	 
	
	 
	
	 
	 	 	/s/ Daniel Luskind 	 
	 	 	Name: Daniel Luskind	 
	
	 
	
	 
	
	 
	 	 	Horizon Capital Fund LP	 
	
	 
	 	 	By: /s/ Deborah Salerno 	 
	 	 	Name:Deborah Salerno	 
	 	 	Title:General Partner	 
	
	 
	
	 
	 	 	/s/ Joe Wolfe 	 
	 	 	Name: Joe Wolfe	 
	
	 
	
	 
	 	 	/s/ John B. Marsala 	 
	 	 	Name: John B. Marsala	 
	
	 
	
	 
	 	 	/s/ John P. O'Shea 	 
	 	 	Name: John P. O'Shea	 
	
	 
	
	 
	 	 	/s/ John T. Cella & Paeggy M. Cella 	 
	 	 	Name: John T. Cella & Paeggy M. Cella	 
	
	 
	
	 
	 	 	/s/ Jonathon Dangar 	 
	 	 	Name: Jonathon Dangar	 
	
	 
	
	 
	
	 
	 	 	Quarum Capital LLC	 
	
	 
	 	 	By: /s/ Dennis Ringer 	 
	 	 	Name: Dennis Ringer	 
	 	 	Title:President	 
	
	 
	
	 
	 	 	/s/ Richard Louise 	 
	 	 	Name: Richard Louise	 
	
	 
	
	 
	 	 	/s/ Scott S. Bowman 	 
	 	 	Name: Scott S. Bowman	 
	
	 
	
	 
	 	 	/s/ Todd M. DeMatteo 	 
	 	 	Name: Todd M. DeMatteo	 
	
	 
	
	 
	
	 
	 	 	Vision Opportunity Master Fund Ltd.	 
	
	 
	 	 	By: /s/ Adam Barowitz 	 
	 	 	Name: Adam Barowitz	 
	 	 	Title: Managing Partner