Exhibit 10.20


        
         


        
        SUBSCRIPTION AGREEMENT


        June __,
        2007


        
        Vein Associates of America, Inc.

        400 International Parkway, Suite 100


        
        Heathrow, Florida 32746


        
        Gentlemen:


        
        1.     Subscription. The purchaser set forth on the
        signature page hereto (the “Purchaser”) hereby agrees to purchase (the
        “Purchase”) from Vein Associates of America, Inc. (the
        “Company”) the number of Preferred Units (the “Preferred
        Units”) set forth opposite each Purchaser’s name on the signature page
        hereto. Each Preferred Unit consists of one hundred (100) shares of the Company’s
        Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B
        Preferred Stock”) and a warrant (the “Warrant”) to purchase
        five hundred thousand (500,000) shares of the Company’s common stock, par value
        $0.001 (the “Common Stock”), at a price of $50,000 per Preferred Unit.
        The Company may issue up to $1,500,000 of Preferred Units in this offering (this
        “Offering”). The Company may also sell up to an additional $500,000 in
        Preferred Units, representing an over-allotment allowance in the event this Offering is
        oversubscribed. This Subscription Agreement, together with the Articles of Amendment
        relating to the Series B Preferred Stock, the form of Warrant, and the Investor Rights
        Agreement constitute the “Transaction Documents” for this Offering. The
        Transaction Documents are included as an exhibit to the Confidential Information Memorandum
        relating to the Offering dated May 31, 2007 (together with its exhibits and amendments, the
        “Memorandum”).


        
        2.     Purchase and Sale.


        
        (A)     The Preferred Units
        will be offered for sale until June 29, 2007, unless the
        Company determines to extend the Offering in its sole discretion to July 31, 2007 (the
        “Termination
        Date”).


        
        (B)     Contemporaneously with the execution of this Subscription
        Agreement, the Purchaser shall pay the full amount of the purchase price of the Preferred
        Units by wire transfer of immediately available funds to an escrow account to be held with
        the Bank of North Georgia (the “Escrow Agent”).


        
        (C)     The Company may hold an initial closing (“Initial
        Closing”) at any time after the receipt of accepted subscriptions prior to the
        Termination Date. After the Initial Closing, subsequent closings with respect to additional
        Preferred Units may take place at any time prior to the Termination Date as determined by
        the Company, with respect to subscriptions accepted by the Company prior to the Termination
        Date (each such closing, together with the Initial Closing, being referred to as a
        “Closing”). The last Closing of the Offering, shall occur upon the
        earlier of (i) the Company receiving subscriptions in the aggregate amount of $1,500,000
        (provided, that the Company may accept over-allotment subscriptions for $500,000 in its
        sole discretion) or (ii) the Termination Date (the “Final Closing”). Any
        subscription documents or funds received after the Final Closing will be returned, without
        interest or deduction. Notwithstanding the foregoing, the Company in its sole discretion
        shall have the right to elect to not sell to any Purchaser any or all of the Preferred
        Units requested to be purchased by such Purchaser, provided that the Company must return or
        cause the Escrow Agent to return to such Purchaser any applicable amount of such
        Purchaser’s Subscription Amount (as calculated on the signature page hereto) relating
        to the Preferred Units the Company has elected not to sell to such Purchaser.

        
        

        

        
        3.     Representations and Warranties.


        
        (A)     The Company hereby represents
        and warrants to the Purchaser that the following representations are true as of the date
        hereof.


        
        (a)     The Company, a Florida corporation, has been duly
        organized and is validly existing and in good standing under the laws of State of Florida.
        The Company is duly qualified to transact business as a foreign corporation and is in good
        standing under the laws of each jurisdiction where the location of the entity’s
        properties or the conduct of its business makes such qualification necessary.


        
        (b)     The Company possesses all requisite power and authority to
        conduct its business as presently conducted and as proposed to be conducted, to enter into
        and perform its obligations under this Subscription Agreement and to issue, sell and
        deliver the Preferred Units. The execution and delivery of the Subscription Agreement has
        been duly authorized. This Subscription Agreement has been duly executed and delivered and
        constitutes a valid and binding obligation of the Company, enforceable against the Company
        in accordance with its terms, (i) except as enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter
        in effect relating to or affecting creditors’ rights generally, including the effect
        of statutory and other laws regarding fraudulent conveyances and preferential transfers,
        and (ii) subject to the limitations imposed by general equitable principles (regardless of
        whether such enforceability is considered in a proceeding at law or in equity).


        
        (c)     None of the execution and delivery of, or performance by
        the Company under the Subscription Agreement or the consummation of the transactions herein
        contemplated conflicts with or violates, or will result in the creation or imposition of
        any lien, charge or other encumbrance upon any of the assets of the Company under any
        agreement or other instrument to which the Company is a party or by which the
        Company’s assets may be bound, any term of the articles of incorporation or bylaws of
        the Company, or any license, permit, judgment, decree, order, statute, rule or regulation
        applicable to the Company and any of its assets.


        
        (d)     Immediately prior to the consummation of the Purchase, the
        Company had 44,321,700 shares of Common Stock, 41,334,898 shares of Series A Preferred
        Stock, and no shares of Series B Preferred Stock, issued and outstanding. All outstanding
        equity securities of the Company are duly authorized, validly issued and outstanding, fully
        paid and nonassessable. Except as set forth in Schedule 3(A)(d), as of the date
        hereof: (i) there are no outstanding options, equity subscription agreements, warrants or
        other rights permitting or requiring the Company or others to purchase or acquire any
        equity securities of the Company, or to pay any dividends or make any other distribution in
        respect thereof; (ii) there are no securities issued or outstanding that are convertible
        into or exchangeable for any of the foregoing and there are no contracts, commitments or
        understandings, including employment agreements, consulting agreements, and financing or
        business arrangements, to issue or grant any such option, warrant, right or convertible or
        exchangeable security; (iii) there are no voting trusts or other contracts, commitments,
        understandings, arrangements or restrictions with respect to the ownership, voting or
        transfer of securities of the Company, including without limitation, any preemptive rights,
        rights of first refusal, proxies or similar rights; and (iv) no person holds a right to
        require the Company to register any securities of the Company under the Securities Act of
        1933, as amended (the “Securities Act”), or to participate in any such
        registration.


        
         


        
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        (e)     The shares of Series B Preferred Stock, the Warrants, the
        shares of Common Stock into which the Series B Preferred Stock are convertible
        (“Shares”) and the shares of Common Stock into which the Warrants
        are exercisable (“Warrant Shares”) have been duly authorized and, when
        issued and delivered against payment therefor as provided in the Transaction Documents,
        will be validly issued, fully paid and nonassessable and will be free and clear of all
        liens, charges, restrictions, claims and encumbrances imposed by or through the Company
        other than as provided in the Transaction Documents.


        
        (f)     No consent, authorization or filing with any court or
        governmental authority is required in connection with the issuance of the Preferred Units,
        except for required filings with the Securities and Exchange Commission and applicable
        “Blue Sky” or state securities commissions relating to the Purchase.


        
        (g)      The Company has obtained all
        requisite licenses, permits and other governmental authorization necessary to conduct its
        business as presently, and as proposed to be, conducted except where failure to do so would
        not materially or adversely affect the transactions contemplated by this Subscription
        Agreement or the enforceability thereof.


        
        (h)     Except as provided in Schedule 3(A)(h), there
        exists no default by the Company or to the Company’s knowledge any other party for
        the due performance under any material agreement to which the Company is a party or to
        which the Company’s assets is subject (collectively, the “Company
        Agreements”). All Company Agreements are valid, binding and in full force and
        effect and are enforceable by the Company in accordance with their terms.


        
        (i)     Except as provided in Schedule 3(A)(i), to the
        Company’s knowledge, there are no actions, proceedings, claims or investigations,
        before or by any court or governmental authority, pending or threatened against the
        Company, or involving its assets or involving any of either of its officers or
        directors.


        
        (j)     The Company is not in violation of: (i) its articles of
        incorporation or bylaws; (ii) any indenture, mortgage, deed of trust, note or other
        agreement or instrument to which the Company is a party or by which the Company is or may
        be bound or to which any of its assets may be subject; (iii) any statute, rule or
        regulation currently applicable to the Company; or (iv) any judgment, decree or order
        applicable to the Company, except where such violation would not have a material adverse
        effect on the Company.


        
        (k)     The Company does not own any real property in fee simple
        and the Company has good and marketable title to all property (personal, tangible and
        intangible) owned by it, free and clear of all security interests, liens and
        encumbrances.


        
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        (l)     The Company owns all right, title and interest in, or
        possesses adequate and enforceable rights to use, all patents, patent applications,
        trademarks, trade names, service marks, copyrights, rights, licenses, franchises, trade
        secrets, confidential information, processes, formulations, software and source and object
        codes necessary for the conduct of its business (collectively, the
        “Intangibles”). To the Company’s knowledge, the Company has not
        infringed upon the rights of others with respect to the Intangibles and the Company has not
        received written notice that it has or may have infringed or is infringing upon the rights
        of others with respect to the Intangibles, nor has the Company received any notice of
        conflict with the asserted rights of others with respect to the Intangibles.


        
        (m)     The Company maintains policies of fire and casualty,
        liability and other forms of insurance in such amounts, with such deductibles and against
        such risks and losses as are, in the Company’s judgment, reasonable for its business
        and assets. All such policies are in full force and effect, all premiums due and payable
        thereon have been paid (other than retroactive or retrospective premium adjustments that
        are not yet, but may be, required to be paid with respect to any period ending prior to the
        date hereof), and no notice of cancellation or termination has been received with respect
        to any such policy which has not been replaced on substantially similar terms prior to the
        date of such cancellation.


        
        (n)     The Company has offered the Preferred Units for sale only
        to the Purchaser and certain other “accredited investors” within the meaning of
        Rule 501 under the Securities Act. Assuming the accuracy of the Purchaser’s
        representations and warranties set forth in Section 3(B), no registration under the
        Securities Act is required for the offer and sale of the Preferred Units by the Company to
        the Purchaser as contemplated hereby. Neither the Company, nor any of its Affiliates, nor
        any person acting on its or their behalf has, directly or indirectly, made any offers or
        sales of any security or solicited any offers to buy any security, under circumstances that
        would cause this Offering to be integrated with prior offerings by the Company for purposes
        of the Securities Act, other than an offering to "accredited investors" in an offering that
        to the Company's knowledge was conducted in compliance with Regulation D under the
        Securities Act. Neither the Company nor any person acting on behalf of the Company has
        offered or sold any of the Preferred Units by any form of general solicitation or general
        advertising.


        
        (o)     All disclosures furnished by or on behalf of the Company
        to the Purchaser regarding the Company, its business and the transactions contemplated
        hereby and in the Memorandum is true and correct and does not contain any untrue statement
        of a material fact or omit to state any material fact necessary in order to make the
        statements made therein, in light of the circumstances under which they were made, not
        misleading. No material transactions with affiliates or employees of the Company exist
        other than those described in the Memorandum. Other than as disclosed in the Memorandum,
        the Company has no knowledge of any event or condition that would have a material adverse
        effect on the Company or its business or operations.


        
        (p)     The financial data and disclosures included in the
        Memorandum fairly present, in all material respects, the financial position of the Company
        and its consolidated subsidiaries as of and for the dates thereof, subject to any audit
        adjustments that may be required, and the Company has not incurred any liabilities (other
        than trade payables and accrued expenses in the ordinary course of business consistent with
        past practices) or issued any equity securities since the date of such financial data and
        disclosures, other than as disclosed in the Memorandum.


        
        (B)     The Purchaser hereby acknowledges, represents, warrants,
        and agrees as follows:


        
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        (a)     The Preferred Units are not registered under the
        Securities Act or any state securities laws. The Purchaser understands that the offering
        and sale of the Preferred Units is intended to be exempt from registration under the
        Securities Act, by virtue of Section 4(2) thereof and the provisions of Regulation D
        promulgated thereunder, based, in part, upon the representations, warranties and agreements
        of the Purchaser contained in this Subscription Agreement.


        
        (b)     The Purchaser and the Purchaser’s attorney,
        accountant, purchaser representative and/or tax adviser, if any (collectively, the
        “Advisers”), have received the Memorandum and all documents reasonably
        requested by the Purchaser, if any, have carefully reviewed them and understand the
        information contained therein, and the Purchaser and the Advisers, if any, prior to the
        execution of this Subscription Agreement, have had access to the same kind of information
        as would be available in a registration statement filed by the Company under the Securities
        Act.


        
        (c)     All documents, records, and books pertaining to the
        investment in the Preferred Units have been made available for inspection by such Purchaser
        and the Advisers, if any.


        
        (d)     The Purchaser and the Advisers, if any, have had an
        opportunity to ask questions of and receive answers from persons acting on behalf of the
        Company concerning the offering of the Preferred Units and the business and financial
        condition of the Company, and all such questions have been answered to the full
        satisfaction of the Purchaser and the Advisers, if any.


        
        (e)     In evaluating the suitability of an investment in the
        Company, the Purchaser has not relied upon any representation or other information (oral or
        written) other than as contained in the Memorandum and documents or answers to questions so
        furnished to the Purchaser or the Advisers by the Company.


        
        (f)     The Purchaser is unaware of, is in no way relying on, and
        did not become aware of the Preferred Units through or as a result of, any form of general
        solicitation or general advertising including, without limitation, any article, notice,
        advertisement or other communication published in any newspaper, magazine or similar media
        or broadcast over television or radio and is not subscribing for Preferred Units and did
        not become aware of the Preferred Units through or as a result of any seminar or meeting to
        which the Purchaser was invited by, or any solicitation of a subscription by, a person not
        previously known to the Purchaser in connection with investments in securities
        generally.


        
        (g)     The Purchaser, together with its Advisers, as the case may
        be, has such knowledge and experience in financial, tax, and business matters and, in
        particular, investments in securities, so as to enable it to utilize the information made
        available to it in connection with the Purchase to evaluate the merits and risks of an
        investment in the Preferred Units and the Company and to make an informed investment
        decision with respect thereto.


        
        (h)     The Purchaser is not relying on the Company or any of its
        employees or agents with respect to the legal, tax, economic and related considerations of
        an investment in the Preferred Units and the Purchaser has relied on the advice of, or has
        consulted with, only its own Advisers.


        
        (i)     The Purchaser is acquiring the Preferred Units solely for
        such Purchaser’s own account for investment purposes only and not with a view to
        resale or distribution thereof, in whole or in part. The Purchaser has no agreement or
        arrangement with any person to sell or transfer all or any part of the Preferred Units and
        the Purchaser has no plans to enter into any such agreement or arrangement.


         


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        (j)     The Purchaser must bear the substantial economic risks of
        the investment in the Preferred Units indefinitely because none of the Preferred Units,
        including the underlying Series B Preferred Stock, Warrants, Shares and Warrant Shares, may
        be sold, hypothecated or otherwise disposed of unless subsequently registered under the
        Securities Act and applicable state securities laws or an exemption from such registration
        is available. Legends will be placed on the shares of Series B Preferred Stock, the
        Warrants the Shares and the Warrant Shares, to the effect that they have not been
        registered under the Securities Act or applicable state securities laws in substantially
        the following form:


        NEITHER THE ISSUANCE AND SALE OF THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
        ARE EXERCISABLE/CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN
        RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
        SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
        TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO
        REGISTRATION OR EXEMPTION THEREFROM. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
        BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
        REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
        MERITS OF THIS PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


        
        (k)     The Purchaser is aware that it will be required to bear
        the financial risks of this investment for an indefinite period of time and the Purchaser
        has adequate means of providing for the Purchaser’s current financial needs and
        foreseeable contingencies and has no need for liquidity of its investment in the Preferred
        Units for an indefinite period of time.


        
        (l)     The Purchaser is aware that an investment in the Preferred
        Units involves a number of significant risks and, in particular, acknowledges that the
        Company is a recently formed entity and has a limited operating history.


        
        (m)     The Purchaser is an “accredited investor” as
        defined under the Securities Act, as described in the Accredited Investor Questionnaire
        attached hereto as Annex I.


        
         


        
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        (n)     The Purchaser represents that (i) if an entity, it was not
        formed for the specific purpose of acquiring the Preferred Units (or that if it was, that
        each equityholder is an “accredited investor”), (ii) if an entity, it is duly
        organized, validly existing and in good standing under the laws of the jurisdiction of its
        organization, (iii) if an entity, the consummation of the transactions contemplated hereby
        is authorized by, and will not result in a violation of state law or its charter or other
        organizational documents, (iv) it has full power and authority to execute and deliver this
        Subscription Agreement and all other related agreements or certificates and to carry out
        the provisions hereof and thereof and to purchase and hold the Preferred Units, (v) the
        execution and delivery of this Subscription Agreement has been duly authorized by all
        necessary action and (vi) this Subscription Agreement has been duly executed and delivered
        on behalf of Purchaser and is a legal, valid and binding obligation of Purchaser. The
        execution and delivery of this Subscription Agreement will not violate or be in conflict
        with any order, judgment, injunction, agreement or controlling document to which the
        Purchaser is a party or by which it is bound.


        
        (o)     The Purchaser and the Advisers, if any, have had the
        opportunity to obtain any additional information, to the extent the Company had such
        information in its possession or could acquire it without unreasonable effort or expense,
        necessary to verify the accuracy of the information contained in all documents received or
        reviewed in connection with the purchase of the Preferred Units and have had the
        opportunity to have representatives of the Company provide them with such additional
        information regarding the terms and conditions of this particular investment and the
        financial condition and business of the Company deemed relevant by the Purchaser or the
        Advisers, if any, and all such requested information, to the extent the Company had such
        information in its possession or could acquire it without unreasonable effort or expense,
        has been provided to the full satisfaction of the Purchaser and the Advisers, if any.


        
        (p)     The Purchaser has significant prior investment experience,
        including investment in non-listed and non-registered securities and is knowledgeable about
        investment considerations in early stage companies. The Purchaser, or its equityholders,
        has a sufficient net worth to sustain a loss of his entire investment in the Company in the
        event such a loss should occur. Each Purchaser’s overall commitment to investments
        which are not readily marketable is not excessive in view of its or its
        equityholders’ net worth and financial circumstances and the purchase of the
        Preferred Units will not cause such commitment to become excessive. The investment is a
        suitable one for the Purchaser or its equityholders.


        
        (q)     The Purchaser is satisfied that it has received adequate
        information with respect to all matters which it or its Advisers, if any, consider material
        to its decision to make this investment.


        
        (r)     The Purchaser acknowledges that any estimates or
        forward-looking or similar statements provided to the Purchaser were prepared by the
        Company in good faith but that the attainment of any such estimates or forward-looking or
        similar statements cannot be guaranteed by the Company and should not be relied upon.


        
        (s)     Promptly after receipt of a request from the Company, the
        Purchaser will provide such information and deliver such documents as may reasonably be
        necessary to comply with any and all laws and ordinances to which the Company is
        subject.


        
         


        
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        (t)     The Purchaser acknowledges that the Preferred Units have
        not been recommended nor approved by any federal or state securities commission or
        regulatory authority. In making an investment decision a purchaser must rely on its own
        examination of the Company and the terms of the Purchase, including the merits and risks
        involved. Furthermore, the foregoing authorities have not confirmed the accuracy or
        determined the adequacy of this Subscription Agreement. Any representation to the contrary
        is a criminal offense. The Preferred Units are subject to restrictions on transferability
        and resale and may not be transferred or resold except as permitted under the Securities
        Act and the applicable state securities laws, pursuant to registration or exemption
        therefrom.


        
        (u)     The Purchaser should check the Office of Foreign Assets
        Control (“OFAC”) website at
        <http:/www.treas.gov/ofac> before making the following
        representations. The Purchaser represents that the amounts invested by it in the
        Company were not and are not directly or indirectly derived from activities that contravene
        federal, state or international laws and regulations, including anti-money laundering laws
        and regulations. Federal regulations and executive orders administered by OFAC prohibit,
        among other things, the engagement in transactions with, and the provision of services to,
        certain foreign countries, territories, entities and individuals. The lists of OFAC
        prohibited countries, territories, persons and entities can be found on the OFAC website at
        <http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the
        “OFAC Programs”) prohibit dealing with individuals1 or
        entities in certain countries regardless of whether such individuals or entities appear on
        the OFAC lists.


        (v)     To the best of the Purchaser’s
        knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the
        Purchaser; (3) any person having a beneficial interest in the Purchaser; or (4) any person
        for whom the Purchaser is acting as agent or nominee in connection with this investment is
        a country, territory, individual or entity named on an OFAC list, or a person or entity
        prohibited under the OFAC Programs. Please be advised that the Company may not accept any
        amounts from a prospective investor if such prospective investor cannot make the
        representation set forth in the preceding paragraph. The Purchaser agrees to promptly
        notify the Company should the Purchaser become aware of any change in the information set
        forth in these representations. The Purchaser understands and acknowledges that, by law,
        the Company may be obligated to “freeze the account” of the Purchaser, either
        by prohibiting additional subscriptions from the Purchaser, declining any redemption
        requests and/or segregating the assets in the account in compliance with governmental
        regulations. The Purchaser further acknowledges that the Company may, by written notice to
        the Purchaser, suspend the Purchaser’s redemption rights, if any, if the Company
        reasonably deems it necessary to do so to comply with anti-money laundering regulations
        applicable to the Company.


        


        
        (w)     To the best of the Purchaser’s knowledge, none of:
        (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) any
        person having a beneficial interest in the Purchaser; or (4) any person for whom the
        Purchaser is acting as agent or nominee in connection with this investment is a senior
        foreign political figure2, or any immediate family3 member or close
        associate4 of a senior foreign political figure, as such terms are defined in
        the footnotes below.


        ________________


        
        1      These individuals include specially designated
        nationals, specially designated narcotics traffickers and other parties subject to OFAC
        sanctions and embargo programs.


        
        2     A “senior foreign political figure”
        is defined as a senior official in the executive, legislative, administrative, military or
        judicial branch of a foreign government (whether elected or not), a senior official of a
        major foreign political party, or a senior executive of a foreign government-owned
        corporation. In addition, a “senior foreign political figure” includes any
        corporation, business or other entity that has been formed by, or for the benefit of, a
        senior foreign political figure.


        
        3     “Immediate family” of a senior
        foreign political figure typically includes the figures parents, siblings, spouse, children
        and in-laws.


        
        4     A “close associate” of a senior
        foreign political figure is a person who is widely and publicly known to maintain an
        unusually close relationship with the senior foreign political figure and includes a person
        who is in a position to conduct substantial domestic and international financial
        transactions on behalf of the senior foreign political figure.


        
         


        
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        (x)     If the Purchaser is affiliated with a
        non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser
        receives deposits from, makes payments on behalf of, or handles other financial
        transactions related to a Foreign Bank, the Purchaser represents and warrants to the
        Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic
        address, in a country in which the Foreign Bank is authorized to conduct banking
        activities; (2) the Foreign Bank maintains operating records related to its banking
        activities; (3) the Foreign Bank is subject to inspection by the banking authority that
        licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not
        provide banking services to any other Foreign Bank that does not have a physical presence
        in any country and that is not a regulated affiliate.


        4.     Reservation of Shares.
        The Company’s authorized and unreserved Common Stock is
        currently insufficient for the Company to reserve all of the shares of Common Stock
        required for issuance of the Shares and Warrant Shares.
        The Company will request that its authorized Common Stock be
        increased as soon as reasonably practicable. If the increase in authorized Common Stock is
        approved and effected, the Company will immediately thereafter reserve a number of shares
        of Common Stock required for issuance of Shares and Warrant Shares
        not already reserved.


        5.     Irrevocability; Binding Effect.
        The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable
        by the Purchaser, except as required by applicable law, and that this Subscription
        Agreement shall be binding upon and inure to the benefit of the parties and their heirs,
        executors, administrators, successors, legal representatives and permitted assigns.


        6.     Modification. This Subscription
        Agreement shall not be modified or waived except by a written instrument signed by the
        party against whom any such modification or waiver is sought.


        7.     Notices. Any notice or other
        communication requiredor permitted to be given hereunder shall be in writing and given or
        made (a) by personal delivery, (b) by facsimile with evidence of receipt, (c) by electronic
        mail (e-mail) or (d) by recognized overnight courier service at the address(es), (x) if to
        the Company, as indicated on the first page of this Subscription Agreement, (y) if to the
        Purchaser, as indicated on the signature page hereto, or at such other address as any party
        hereto may subsequently furnish in writing to the other party.


        8.     Assignability. This Subscription
        Agreement and the rights, interests and obligations hereunder are not transferable or
        assignable by the Purchaser and the transfer or assignment of the Preferred Units shall be
        made only in accordance with all applicable laws.


         


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        9.     Applicable Law. This Subscription
        Agreement shall be governed by and construed in accordance with the laws of the State of
        New York, without reference to the principles thereof relating to the conflict of laws.
        Each party agrees that all legal proceedings concerning the interpretations, enforcement
        and defense of the transactions contemplated by this Subscription Agreement and any other
        Transaction Documents (whether brought against a party hereto or its respective affiliates,
        directors, officers, shareholders, employees or agents) shall be commenced exclusively in
        the state and federal courts sitting in the City of New York. Each party hereby irrevocably
        waives personal service of process and consents to process being served in any such suit,
        action or proceeding by mailing a copy thereof via registered or certified mail or
        overnight delivery (with evidence of delivery) to such party at the address in effect for
        notices to it under this Agreement and agrees that such service shall constitute good and
        sufficient service of process and notice thereof. Nothing contained herein shall be deemed
        to limit in any way any right to serve process in any other manner permitted by law. The
        parties hereby waive all rights to a trial by jury. If either party shall commence an
        action or proceeding to enforce any provisions of the Transaction Documents, then the
        prevailing party in such action or proceeding shall be reimbursed by the other party for
        its reasonable attorneys’ fees and other costs and expenses incurred with the
        investigation, preparation and prosecution of such action or proceeding.


        10.     Use of Pronouns. All pronouns
        and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
        neuter, singular or plural as the identity of the person or persons referred to may
        require. The term “person” used herein shall be deemed to refer to an
        individual or corporation, partnership, trust, incorporated or unincorporated association,
        joint venture, limited liability company, or other entity of any kind, as applicable.


        11.     Confidentiality. The Purchaser
        acknowledges and agrees that any information or data the Purchaser has acquired from or
        about the Company, not otherwise in the public domain, was received in confidence. The
        Purchaser agrees not to divulge, communicate or disclose, except as may be required by law
        or for the performance of this Agreement, or use to the detriment of the Company or for the
        benefit of any other person(s), or misuse in any way, any confidential information of the
        Company, including any scientific, technical, trade or business secrets of the Company and
        any scientific, technical, trade or business materials that are treated by the Company as
        confidential or proprietary, including, but not limited to, ideas, discoveries, inventions,
        developments and improvements belonging to the Company and confidential information
        obtained by or given to the Company about or belonging to third parties. The Company
        confirms that, upon the filing of the Company’s first registration statement pursuant
        to the Securities Act, the Purchaser shall no longer be privy to any material non-public
        information, unless the Purchaser has expressly entered into a written agreement with the
        Company consenting to receipt and limitation on use of material non-public information of
        the Company.


        12.     Miscellaneous.


        (a)     This Subscription Agreement constitutes
        the entire agreement between the Purchaser and the Company with respect to the subject
        matter hereof and supersede all prior oral or written agreements and understandings, if
        any, relating to the subject matter hereof. The terms and provisions of this Subscription
        Agreement may be waived, or consent for the departure therefrom granted, only by a written
        document executed by the party entitled to the benefits of such terms or provisions.


        10

        
        

        

        (b)     The parties’ representations and
        warranties made in this Subscription Agreement shall survive the execution and delivery
        hereof and delivery of the Preferred Units.


        (c)     Each of the parties hereto shall pay
        its own fees and expenses (including the fees of any attorneys, accountants, appraisers or
        others engaged by such party) in connection with this Subscription Agreement and the
        transactions contemplated hereby whether or not the transactions contemplated hereby are
        consummated.


        (d)     This Subscription Agreement may be
        executed in one or more counterparts each of which shall be deemed an original, but all of
        which shall together constitute one and the same instrument. In the event that any
        signature is delivered by facsimile transmission or by e-mail delivery of a scanned
        signature, such signature shall create a valid and binding obligation of the party
        executing (or on whose behalf such signature is executed) with the same force and effect as
        if such facsimile or scanned signature page were an original thereof.


        (e)     Each provision of this Subscription
        Agreement shall be considered separable and, if for any reason any provision(s) hereof are
        determined to be invalid or contrary to applicable law, such invalidity or illegality shall
        not impair the operation of or affect the remaining portions of this Subscription
        Agreement.


        (f)     Paragraph titles are for descriptive
        purposes only and shall not control or alter the meaning of this Subscription Agreement as
        set forth in the text.


        (g)     This Agreement is intended for the
        benefit of the parties hereto and their respective successors and permitted assigns and is
        not for the benefit of, nor may any provision hereof be enforced by, any other Person.


        (h)     The obligations of each Purchaser under
        any Transaction Document are several and not joint with the obligations of any other
        Purchaser, and no Purchaser shall be responsible in any way for the performance or
        non-performance of the obligations of any other Purchaser under any Transaction Document.
        Nothing contained herein or in any other Transaction Document, and no action taken by any
        Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
        an association, a joint venture or any other kind of entity, or create a presumption that
        the Purchasers are in any way acting in concert or as a group with respect to such
        obligations or the transactions contemplated by the Transaction Documents. Each Purchaser
        shall be entitled to independently protect and enforce its rights, including without
        limitation, the rights arising out of this Agreement or out of the other Transaction
        Documents, and it shall not be necessary for any other Purchaser to be joined as an
        additional party in any proceeding for such purpose.


        (i)     The parties agree that each of them
        and/or their respective counsel has reviewed and had an opportunity to revise the
        Transaction Documents and, therefore, the normal rule of construction to the effect that
        any ambiguities are to be resolved against the drafting party shall not be employed in the
        interpretation of the Transaction Documents or any amendments hereto.


        


        
        [SIGNATURE PAGE FOLLOWS]


        
         


        
        11

        
        


        

        

        
        IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Subscription
        Agreement as of the date first above written.


        


        


        


        	
                 	
                    
                    VEIN ASSOCIATES OF AMERICA, INC.


                    
                    By: ________________________________

                    Name: Eric Luetkemeyer

                    Title: President and Chief Executive Officer

                
	
                    
                    PURCHASER:


                    
                    __________________________________________


                    
                    Name of Investor
                    (Print)

                	
                    
                    ____________________________________


                    
                    Name of Joint Investor (if any)
                    (Print)

                
	
                    
                    __________________________________________


                    
                    Signature of Investor

                	
                    
                    ____________________________________


                    
                    Signature of Joint Investor (if
                    any)

                
	
                    
                    __________________________________________


                    
                    Capacity of Signatory (for
                    entities)

                	
                 
	
                    
                    __________________________________________


                    
                    Social Security or Taxpayer
                    Identification Number

                	
                 
	
                    
                    __________________________________________


                    
                    Subscription Amount:

                	
                    
                    # Units ($50,000 / Unit):_________________

                
	
                    
                    # Series B Preferred (100 / Unit):______________

                	
                    
                    # Warrants (500,000 / Unit):______________

                
	
                    
                    Investor Contact Information:


                    
                    __________________________________________


                    
                    Street Address

                	
                    
                    __________________


                    
                    Telephone

                	
                    
                    _________________


                    
                    Fax

                
	
                    
                                                  ___________________________


                    
                    City                        
                     State                        
                    Zip Code

                	
                    
                    ____________________________________


                    
                    Email

                
	
                    
                    Instructions for Delivery of
                    Securities:


                    
                     

                	
                 
	
                    
                    Deposit to my Westminster
                    brokerage account

                	
                    
                    Deliver to an alternate
                    address:

                
	
                    
                    Deliver to the address
                    above

                	
                    
                    ____________________________________


                    
                    ____________________________________

                
	
                    
                    Broker:


                    
                    Westminster
                    Rep:_______________________

                	
                    
                     


                    
                    Other
                    Rep:____________________________

                


        

        


         


         


        12


        

        
        

        

        


        
        ANNEX I - ACCREDITED INVESTOR QUESTIONNAIRE


        
        The undersigned hereby refers to the Subscription Agreement
        executed and delivered to Vein Associates of America, Inc. (the “Company”) by
        the undersigned as of the date herewith. The undersigned hereby represents and warrants to
        the Company that such individual or entity meets at least one of the tests below for an
        “accredited investor” (as defined in
        Regulation D of the
        Securities Act of 1933, as amended).


        
        The undersigned qualifies as an Accredited Investor pursuant
        to the following (check one):


        
        o
        The undersigned is an individual who is
        a director or executive officer of
        Vein Associates of America, Inc.
        An “executive officer” is the president, a
        vice president in charge of a principal business unit,
        division or function (such as sales, administration or finance), any other officer who
        performs a policy making function or any other person who performs similar policy making
        functions for the Company.


        
        o
        The undersigned is an individual that (1)
        had individual income of more than $200,000 in each of the
        two most recent fiscal years and reasonably
        expects
        to have individual income in excess of $200,000 in the
        current year, or (2)
        had joint income
        together with the undersigned’s spouse
        in excess of $300,000 in each of the two most recent
        fiscal years and reasonably expects
        to have joint income in excess of $300,000 in the current
        year. “Income”
        means adjusted gross income, as reported for federal income
        tax purposes, increased by the following amounts: (i) any tax exempt interest income under
        Section 103 of the Internal Revenue Code (the “Code”) received, (ii) any
        losses claimed as a limited partner in a limited partnership
        as reported on Schedule E of Form 1040, (iii) any deduction claimed for depletion under
        Section 611 of the Code or (iv) any amount by which income has been reduced in arriving at
        adjusted gross income pursuant to the provisions of Section 1202 of the Code. In
        determining personal income, however, unrealized capital gains should not be
        included.


        
        o
        The undersigned is an individual with
        individual net worth, or combined net worth
        together with the undersigned’s
        spouse, in excess of $1,000,000.
        “Net worth” means the excess of total assets at
        fair market value, including home, home furnishings and automobiles, over total
        liabilities.


        
        o 
        The undersigned is a Trust with
        total assets in excess of
        $5,000,000, was not formed for the specific
        purpose of acquiring securities of Vein Associates of America, Inc, and the purchase of
        the securities is directed by a person with such
        knowledge and experience in financial and business matters that he is capable of evaluating
        the risks and merits of the prospective investment in such securities.


        
        o
        The
        undersigned is a
        corporation, partnership, limited liability company or
        limited liability partnership that
        has total assets in excess of $5,000,000
        and was not formed for the specific purpose of acquiring
        securities of Vein Associates of America, Inc.


        
        o 
        The undersigned is an entity in which
        all
        of its equity
        owners are Accredited Investors.


        


        
        


        	
                    
                    _______________________________________


                    
                    Name of Investor
                    (Print)

                	
                    
                    ____________________________________


                    
                    Name of Joint Investor (if any)
                    (Print)

                
	
                    
                    _______________________________________


                    
                    Signature of Investor

                	
                    
                    ____________________________________


                    
                    Signature of Joint Investor (if
                    any)

                
	
                    
                    _______________________________________


                    
                    Capacity of Signatory (for
                    entities)

                	
                    
                    ____________________________________


                    
                    Date

                


        

        


        13


        

        
        

        

        


        
        Schedule 3(A)(d)


        
        Capitalization


        	
                 	
                    
                    Issued and Outstanding

                	
                    
                    Converted into
                    Common Shares

                	
                    
                    Exercise /
                    Conversion Price

                	
                 
	
                    
                    Security

                	
                    
                    Percentage

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Common Stock

                	
                    
                    44,321,700

                	
                    
                    44,321,700

                	
                    
                    -

                	
                    
                    13.42%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Stock Grants

                	
                    
                    90,000

                	
                    
                    90,000

                	
                    
                    -

                	
                    
                    0.03%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Warrants:

                	
                 	
                 	
                 	
                 
	
                 	
                    
                    -

                	
                    
                    50,000

                	
                    
                    $1.00

                	
                 
	
                 	
                    
                    -

                	
                    
                    350,000

                	
                    
                    $0.16

                	
                 
	
                 	
                    
                    -

                	
                    
                    325,000

                	
                    
                    $0.16

                	
                 
	
                 	
                    
                    -

                	
                    
                    325,000

                	
                    
                    $0.24

                	
                 
	
                 	
                    
                    -

                	
                    
                    2,000,000

                	
                    
                    $0.20

                	
                 
	
                 	
                    
                    -

                	
                    
                    50,000

                	
                    
                    $0.24

                	
                 
	
                 	
                    
                    -

                	
                    
                    2,777,778

                	
                    
                    $0.07

                	
                 
	
                 	
                    
                    -

                	
                    
                    250,000

                	
                    
                    $1.00

                	
                 
	
                    
                    Sub-total warrants

                	
                 	
                    
                    6,127,778

                	
                 	
                    
                    1.85%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Series A Preferred

                	
                    
                    41,334,898

                	
                    
                    97,834,068

                	
                    
                    -

                	
                    
                    29.61%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Series A – Reserved for liquidated
                    damages

                	
                    
                    -

                	
                    
                    32,021,309

                	
                    
                    -

                	
                    
                    9.69%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Series A – Warrants

                	
                    
                    -

                	
                    
                    20,000,000

                	
                    
                    $0.00

                	
                    
                    6.05%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Series B – Reserved for issuance
                    (3)

                	
                    
                    -

                	
                    
                    30,000,000

                	
                    
                    $0.05

                	
                    
                    9.08%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Series B – Reserved for warrant conversion
                    (3)

                	
                    
                    -

                	
                    
                    15,000,000

                	
                    
                    $0.10

                	
                    
                    4.54%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Reserved for clinic acquisitions

                	
                    
                    -

                	
                    
                    30,000,000

                	
                    
                    -

                	
                    
                    9.08%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Reserved for employee stock option plan

                	
                    
                    -

                	
                    
                    54,400,000

                	
                    
                    (1)

                	
                    
                    16.47%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Non-employee options

                	
                    
                    -

                	
                    
                    500,000

                	
                    
                    $0.18 - $0.28

                	
                    
                    0.15%

                
	
                 	
                 	
                 	
                 	
                 
	
                    
                    Employee options vested

                	
                    
                    -

                	
                    
                    100,000 (2)

                	
                    
                    $0.40

                	
                    
                    0.03%

                
	
                 	
                 	
                 	
                 	
                 
	
                 	
                 	
                    
                    330,394,855

                	
                 	
                    
                    100.00%

                



        


        
        (1)     Exercise price per option to
        be assigned at time of award.


        
        (2)     
        Under an Employee Agreement
        dated May 1, 2006 with James Isobe, we agreed to issue options to purchase 500,000
        shares
        of our common stock, vesting
        20% each year for 5 years. These options are exercisable at $0.40 per share and will expire
        automatically upon the earlier of 5 years after vesting or the date we cease to employ Dr.
        Isobe. The first 100,000 options vested on May 1, 2007.


        
        (3)     
        Does not include up to an additional 10,000,000 shares
        issuable from Series B and 5,000,000 shares issuable from Series B warrants in the event
        the Company elects to sell its over-allotment allowance.


        14


        

        
        

        

        


        
        Schedule 3(A)(d) (continued)


        
        Under a Preferred Stock Purchase
        Agreement (the
        “Preferred Stock Purchase
        Agreement”)
        with Barron Partners LP and certain other
        investors (together, the
        “Series A
        Investors”) dated March 20,
        2006 and the related Registration Rights Agreement, the Series A Investors have rights to
        receive certain liquidated in either cash or Series A Preferred Stock of the
        Company.


        
        Under a lock-up agreement dated March 27,
        2006, Joseph Morgan agreed not to sell any shares of Common Stock and transfer to Mr.
        Luetkemeyer, the Company’s CEO,
        the right to vote the shares of Common Stock beneficially owned,
        until the termination of any criminal
        investigation, proceeding, or prison sentence.


        
        Under Promissory Notes dated March 23, 2007
        and March 27, 2007, issued to John O’Shea and Daniel Harvey, Mr. O’Shea has a
        right to convert the principal balance and any accrued and unpaid interest and Mr. Harvey
        the principal, into Preferred Units in accordance with price per Preferred Unit set forth
        herein.


        
        Under the Preferred Stock Purchase Agreement,
        the Series A Investors have a right to participate in any subsequent funding by the Company
        on a pro rata basis at 100% of the offering price.


        
        Under a Registration Rights Agreement dated March 20, 2006 between the Company and the
        Series A Investors and the Registration Rights Agreement dated
        February 15, 2006
        between the Company and
        ABS SOS-Plus Partners Ltd., the Company is
        required to file a registration statement or registration statements under the 1933 Act to
        register shares of Common Stock.


        


        15


        

        

        

        


        

        

        
        Schedule 3(A)(h)


        
        Defaults


        
        The Company has failed to provide monthly financial statements in accordance with Section
        6.1(b) of the Loan and Security Agreement among the Company, Vein Associates, PA, Vein
        Associates Inc., Vein Associates, Professional Association, and ABS SOS-PLUS Partners
        Ltd.


        16


        

        

        

        


        

        

        
        Schedule 3(A)(i)


        
        Legal Proceedings


        
        1.    Landlord Dispute –


        On May 18,
        2007 the Company received a summons and complaint from its landlord in Tampa, Florida
        demanding past due rent and return of the rental space. The Company has 20 days from the
        date of service to respond or remediate the claim. We have had no medical operations at
        this location since November 2006.


        
        2.     Vendor Dispute –


        On
        March 21, 2007 the Company received a Notice of Hearing from a vendor for advertising
        expenses incurred in 2006. The matter has been postponed several times. The Company expects
        that the newspaper will be awarded a judgment related to this matter in an amount less then
        $23,000. To date we have been unsuccessful in negotiating a payment plan satisfactory to
        both sides.


        
        3.     Other Litigation -


        The
        Company is involved in litigation arising in the ordinary course of business. While the
        ultimate outcome of these matters is not presently determinable, it is the opinion of
        management that the resolution of outstanding claims will not have a material adverse
        effect on the financial position or results of operations of the Company.


        


        17