Exhibit 10.43 



FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT 



        This
First Amendment to Loan and Security Agreement, dated as of January 18, 2007 (this
“Amendment”), is made by and among (i) ABS SOS-PLUS PARTNERS LTD., a Cayman
Islands corporation (the “Lender”), and (ii) VEIN ASSOCIATES OF
AMERICA, INC., a Florida corporation (the “Company”), VEIN ASSOCIATES,
PA, a Florida professional association (“Vein FLA”), VEIN ASSOCIATES
INC., a New Jersey corporation (“Vein NJ”), VEIN ASSOCIATES, PROFESSIONAL
ASSOCIATION, a Texas professional association (“Vein TX”), VASCULAR
RELIEF CENTERS CORP., a Nevada corporation (“Vascular”), and VEIN
ASSOCIATES P.C., an Alabama professional corporation (“Vein AL” and,
together with the Company, Vein FLA, Vein NJ, Vein TX and Vascular, each individually, a
“Borrower”, and collectively, the “Borrowers”). 



Recitals 



        The
Company, Vein FLA, Vein NF, Vein TX and the Lender entered into a Loan and Security
Agreement dated as of February 15, 2006 (the “Loan Agreement”). 



        Vascular
became a party to the Loan Agreement as an additional borrower pursuant to that certain
Joinder Agreement dated as of February 15, 2006 among the Borrowers and the Lender. 



        Vein
AL became a party to the Loan Agreement as an additional borrower pursuant to that certain
Joinder Agreement dated as of October ___, 2006 among the Borrowers and the Lender. 



        Certain
Events of Default exist under the Loan Agreement. 



        Notwithstanding
such Events of Default, the Borrowers have requested that the Lender make a term loan to
the Borrowers in the amount of $518,000, and the Lender is willing to do so on the terms
and conditions set forth herein. 



        NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, it is agreed as follows: 



        1.       Defined
Terms. Capitalized terms used in this Amendment which are defined           in the
Loan Agreement shall have the same meanings as defined therein, unless
          otherwise defined herein.  



        2.       Acknowledgment
of Events of Default. The Borrowers hereby acknowledge and           agree that
various Events of Default exist and are continuing, including,           without
limitation, Events of Default under Section 6.1(b) of the Loan           Agreement
as a result of the failure of the Borrowers to provide monthly           financial
statements to the Lender. The Borrowers acknowledge that additional           Events of
Default may exist (such as, for example, Events of Default with           respect to the
Financial Covenants) which the Lender is unable to identify as a           result of the
Borrowers’ defaults under Section 6.1(b). The Lender           hereby
reserves all of its rights and remedies with respect to all such Events           of
Default without the necessity of any notice to any  











Borrower, any Validity Guarantor or
any other Person, and the Borrowers acknowledge and agree that (a) the Default Rate is in
effect with respect to Revolving Advances and shall, at the Lender’s option in its
sole discretion, remain in effect unless and until all Events of Default are cured or
waived, in each case as determined by the Lender in its sole discretion, (b) the Lender
may, in its discretion at any time hereafter, institute the Default Rate with respect to
the Term Advance described herein, (c) any prior agreement by the Lender to forbear from
or forego the exercise of rights and remedies with respect to any Event of Default is no
longer of any force or effect and shall in no way limit the rights of the Lender as set
forth herein and in the other Loan Documents, (d) the Lender has no obligation to make any
further Advances to the Borrowers, and (e) any such Advances shall be made or refused in
the Lender’s sole discretion, and the making of any such Advance (including the Term
Advance contemplated hereby) shall not be deemed to be a waiver of any Event of Default or
entitle the Borrowers to any additional Advance. 



        3.       Accounts
of Vein AL. The Lender hereby agrees that, to the extent that           the Accounts
of Vein AL qualify as Eligible Accounts, such Accounts may be           included in the
Borrowing Base.  



        4.       New
Definitions. The Loan Agreement is amended by inserting the following           new
definitions in appropriate alphabetical order in Section 1.1:  



	  	        “Capital
Raise Event” means, at any time on or after January 1, 2007, the receipt by one
or more Borrowers of Net Cash Proceeds from any Equity Issuance. 







	  	        “Equity
Issuance” means the issuance, sale or other disposition by any Borrower of its
capital stock, any rights, warrants or options to purchase or acquire any shares of its
capital stock or any other security or instrument representing, convertible into or
exchangeable for an equity interest in any Borrower; provided, however, that
the term “Equity Issuance” shall not include the issuance or sale of the
warrants (including the capital stock issued upon exercise of such warrants) of the
Company to the Lender pursuant to the Warrant Documents. 







	  	        “Net
Cash Proceeds” means, in the case of any Equity Issuance, the aggregate cash
proceeds received by any Borrower in respect thereof, less (a) reasonable fees and
out-of-pocket expenses payable by the Company or any of its Subsidiaries in connection
therewith, and (b) taxes paid or payable as a result thereof; it being understood
that the term “Net Cash Proceeds” shall include, as and when received,
any cash received upon the sale or other disposition of any non-cash consideration
received by any Borrower in respect of any Equity Issuance. 







	  	        “Term
Advance” is defined in Section 2.13.  







	  	        “Term
Note” means the Borrowers’ promissory note, payable to the order of the
Lender, with respect to the Term Advance, as same may be renewed and amended from time to
time, and all replacements thereof. 







2 











        5.       Amended
Definitions. The Loan Agreement is amended by deleting the           definitions of
“Advance”, “Loan Documents”, “Note”          and Validity
Guarantor(s)” set forth in Section 1.1 and inserting           the following
in lieu thereof:  



	  	        “Advance”
means a Revolving Advance or the Term Advance, and “Advances” means all
Revolving Advances and the Term Advance. 







	  	        “Loan
Documents” means this Agreement, the Notes, the Security Documents, the Warrant
Documents, each Borrowing Base Certificate and any other agreement, document, instrument
or certificate executed and/or delivered in connection with this Agreement or the
transactions contemplated hereby. 







	  	        “Note”
means the Revolving Note, the Term Note or any other promissory note by one or more
Borrowers in favor of the Lender, and “Notes” means the Revolving Note,
the Term Note and all such other notes by one or more Borrowers in favor of the Lender. 







	  	        “Validity
Guarantor(s)” means Eric Luetkemeyer, Andrew Schenker and any other Person now or
hereafter party to a validity guaranty in favor of the Lender with respect to the
transactions contemplated hereby. 







        6.       Revolving
Advances. Loan Agreement is amended by deleting Section                2.1(a) and
inserting the following in lieu thereof:  



	  	        (a)                      The
Lender agrees, subject to the terms and conditions of this Agreement, to
               make advances (“Revolving Advances”) to the Borrowers
from time                to time from the date that all of the conditions set forth in Section
4.1               are satisfied (the “Funding Date”) to and until
the Termination                Date, in an amount not in excess of the Borrowing Base.
The Lender shall have no                obligation to make a Revolving Advance to the
extent that the amount of the                requested Revolving Advance exceeds
Availability. The Borrowers’ obligation                to pay the Revolving Advances
shall be evidenced by the Revolving Note and shall                be secured by the
Collateral. Within the limits set forth in this Section                2.1, the
Borrowers may borrow, prepay pursuant to Section 2.7, and                reborrow.
The Borrowers shall repay the aggregate outstanding principal amount                of
all Revolving Advances, together with any accrued and unpaid interest
               thereon, on the Termination Date.  







        7.       Term
Advance. The Loan Agreement is amended by inserting the following                new
Section 2.13:  



	  	  Section
2.13   Term Advance.  







	  	        (a)                      The
Lender agrees, subject to the terms and conditions of this Agreement, to
               make a single advance to the Borrowers on or about January ___, 2007 in
the                amount of $518,000 (the “Term Advance”). The Borrowers’               obligation
to pay the Term Advance shall constitute an additional                “Obligation” 







3 











	  	
hereunder,
shall be evidenced by the Term Note and shall be secured by all of the Collateral.  






	  	        (b)                      Upon
fulfillment of the applicable conditions precedent to the Term Advance, the
               Lender shall disburse the Term Advance in the manner specified in that
certain                authority to pay letter by the Borrower Agent to the Lender dated
on or about                January ___, 2007.  







	  	        (c)                      The
outstanding principal balance of the Term Advance shall be due and payable
               as follows:  







          		    (i)       
               in equal monthly installments of $9,000.00, beginning on February 1, 2007, and
               on the first day of each month thereafter; and 



               



          		    (ii)       
               upon the earlier to occur of (A) July 1, 2007, and (B) the initial Capital Raise
               Event, the Borrowers shall prepay the Term Advance in an amount equal to
               $250,000; and 



               



          		    (iii)       
               upon any Capital Raise Event (other than any Capital Raise Event in connection
               with which the Borrowers made the prepayment required by clause (ii) above), the
               Borrowers shall repay the Term Advance in full. 



               



	  	        (d)                      All
prepayments of principal with respect to the Term Advance shall be applied
               to the most remote principal installment or installments then unpaid.  







	  	        (e)                      On
the Termination Date, the entire unpaid principal balance of the Term Advance
               and all unpaid interest accrued thereon shall also be fully due and
payable.  







	  	        (f)                      Notwithstanding
the provisions of Section 2.3(a), the Term Advance shall                bear
interest at a rate of eighteen percent (18%) per annum, computed on the
               basis of a year of 360 days and actual days elapsed (which results in more
               interest being paid than if computed on the basis of a 365-day year). At
the                Lender’s option during a Default Period, the Lender may institute
the                Default Rate with respect to the Term Advance as contemplated by Section
               2.3(b). All accrued interest with respect to the Term Advance shall be
due                and payable on (i) each Interest Payment Date, and (ii) on the date of
any                principal payment made or required to be made with respect to the Term
Advance.  








        8.       No
Other Changes. Except as explicitly amended by this Amendment, all of
               the terms and conditions of the Loan Agreement shall remain in full force
and                effect and shall apply to any Advance.  



4 











        9.       Conditions
Precedent. The Lender’s obligation to make the Term                Advance is
subject to the satisfaction of the following conditions precedent, in                each
case in a manner acceptable to the Lender in its discretion:  



          		    (a)       
               The Lender shall have received a satisfactory payoff and Lien release letter
               from Regions Bank. 



               




	  	        (b)                      The
Lender shall have received a duly executed Term Note.  







	  	        (c)                      The
Lender shall have received satisfactory evidence that it has a perfected,
               first-priority security interest in all assets of Vein AL.  







	  	        (d)                      The
Lender shall have received a warrant for 2,000,000 shares of the                Company’s
Common Stock, together with such registration rights agreements                and such
other Warrant Documents as the Lender may request in its discretion.  







	  	        (e)                      The
Lender shall have received such other items as the Lender may reasonably
               request.  







        10.       Representations
and Warranties. Each Borrower hereby represents and                warrants to the
Lender as follows:  



	  	        (a)                      Such
Borrower has all requisite power and authority to execute this Amendment
               and the other Loan Documents in connection herewith and to perform all of
its                obligations hereunder and thereunder, and this Amendment and the other
Loan                Documents in connection herewith have each been duly executed and
delivered by                such Borrower, and each constitutes the legal, valid and
binding obligation of                such Borrower, enforceable in accordance with its
terms.  







	  	        (b)                      The
execution, delivery and performance by such Borrower of this Amendment and
               the other Loan Documents in connection herewith have been duly authorized
by all                necessary corporate action and do not (i) require any
authorization,                consent or approval by any governmental department,
commission, board, bureau,                agency or instrumentality, domestic or foreign,
(ii) violate any provision                of any law, rule or regulation or of any
order, writ, injunction or decree                presently in effect, having
applicability to such Borrower, or the articles of                incorporation or
by-laws or other constituent documents of such Borrower, or                (iii) result
in a breach of or constitute a default under any indenture or                loan or
credit agreement or any other agreement, lease or instrument to which                such
Borrower is a party or by which it or its properties may be bound or
               affected.  







	  	        (c)                      All
of the representations and warranties contained in Article V of the Loan
               Agreement are correct on and as of the date hereof as though made on and
as of                such date, except to the extent that such representations and
warranties relate                solely to an earlier date.  







5 











        11.       References.
All references in the Loan Agreement to “this           Agreement” shall be
deemed to refer to the Loan Agreement as amended           hereby; and any and all
references in the other Loan Documents to the Loan           Agreement shall be deemed to
refer to the Loan Agreement as amended hereby.  



        12.       No
Waiver. The execution of this Amendment and acceptance of any           documents
related hereto shall not be deemed to be a waiver of any Default or           Event of
Default under the Loan Agreement or breach, default or event of default           under
any Security Document or other document held by the Lender, whether or not
          known to the Lender and whether or not existing on the date of this Amendment.  



        13.       Costs
and Expenses. Each Borrower hereby reaffirms its agreement under           the Loan
Agreement to pay or reimburse the Lender on demand for all costs and           expenses
incurred by the Lender in connection with the Loan Documents, including           without
limitation all reasonable fees and disbursements of legal counsel.           Without
limiting the generality of the foregoing, the Borrowers specifically           agree to
pay all fees and disbursements of counsel to the Lender for the           services
performed by such counsel in connection with the preparation of this           Amendment
and the documents and instruments incidental hereto. The Borrowers           hereby agree
that the Lender may make a Revolving Advance to the Borrowers under           the Loan
Agreement, or apply the proceeds of any Revolving Advance, for the           purpose of
paying any such fees, disbursements, costs and expenses.  



        14.       Release.
Each Borrower hereby absolutely and unconditionally releases and           forever
discharges the Lender, and any and all participants, parent           corporations,
subsidiary corporations, affiliated corporations, insurers,           indemnitors,
successors and assigns thereof, together with all of the present           and former
directors, officers, agents, attorneys and employees of any of the           foregoing,
from any and all claims, demands or causes of action of any kind,           nature or
description, whether arising in law or equity or upon contract or tort           or under
any state or federal law or otherwise, which such Borrower has had, now           has or
has made claim to have against any such Person for or by reason of any           act,
omission, matter, cause or thing whatsoever arising from the beginning of           time
to and including the date of this Amendment, whether such claims, demands           and
causes of action are matured or unmatured or known or unknown.  



        15.       Miscellaneous.
This Amendment may be executed in any number of           counterparts, each of which
when so executed and delivered shall be deemed an           original and all of which
counterparts, taken together, shall constitute one and           the same instrument.  



[SIGNATURES ON NEXT
PAGE] 



6 









        IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Loan and Security
Agreement to be duly executed as of the date first written above. 



		
	 	BORROWERS:  
	

	 	VEIN ASSOCIATES OF AMERICA, INC. 
	

	 	By:______________________
	 	Name: Eric Luetkemeyer
	 	Title: President
	

	

	 	VEIN ASSOCIATES, PA 
	

	 	By:______________________
	 	Name: Robert Theobald
	 	Title: President
	

	

	 	VEIN ASSOCIATES INC. 
	

	 	By:______________________
	 	Name: Patrick Clancy
	 	Title: President
	

	

	 	VASCULAR RELIEF CENTERS CORP. 
	

	 	By:______________________
	 	Name:
	 	Title:
	

	

	 	VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION 
	

	 	By:______________________
	 	Name: Morton Franklin
	 	Title: President
	

	

	 	VEIN ASSOCIATES P.C. 
	

	

	 	By:______________________
	 	Name: John R. Kingsley
	 	Title: President




7 








		
	 	LENDER:  
	

	 	ABS SOS-PLUS PARTNERS LTD. 
	 	By: SIAM Capital Management Ltd.
	

	 	By:______________________
	 	Name: Tamischa Ambrister
	 	Title: Director






The undersigned Validity Guarantor
acknowledges and consents to the foregoing and agrees that his Validity and Support
Agreement in favor of the Lender remains in full force and effect, subject to no right of
offset, claim or counterclaim. 




____________________________________________________L.S. 

ERIC LEUTKEMEYER 



8 










NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________, ERIC LUETKEMEYER personally
appeared, who is personally known to me or proved to me on the basis of satisfactory
evidence to be the President of Vein Associates of America, Inc., a Florida corporation,
who, being by me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          



		
	 	Signature of the Borrower's Officer:
	 	VEIN ASSOCIATES OF AMERICA, INC. 
	

	

	 
	 	By:______________________________
	 	Name: Eric Luetkemeyer
	 	Title: President





Sworn to and subscribed before me
this ___ day of January, 2007: 





______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal] 



9 











NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________, personally appeared ROBERT
THEOBALD, who is personally known to me or proved to me on the basis of satisfactory
evidence to be the President of Vein Associates, PA, a Florida corporation, who, being by
me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          



		
	 	Signature of the Borrower's Officer:
	 	VEIN ASSOCIATES, PA 
	

	

	 
	 	By:______________________________
	 	Name: Robert Theobald
	 	Title: President






Sworn to and subscribed before me
this ___ day of January, 2007: 




______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal] 



10 










NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________, personally appeared PATRICK
CLANCY, who is personally known to me or proved to me on the basis of satisfactory
evidence to be the President of Vein Associates Inc., a New Jersey corporation, who, being
by me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          


		
	 	Signature of the Borrower's Officer:
	 	VEIN ASSOCIATES INC. 
	

	

	 
	 	By:______________________________
	 	Name: Patrick Clancy
	 	Title: President





Sworn to and subscribed before me
this ___ day of January, 2007: 




______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal] 




11 









NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________, MORTON FRANKLIN personally
appeared, who is personally known to me or proved to me on the basis of satisfactory
evidence to be the President of Vein Associates, Professional Association, a Texas
corporation, who, being by me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          



		
	 	Signature of the Borrower's Officer:
	 	VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION 
	

	

	 
	 	By:______________________________
	 	Name: Morton Franklin
	 	Title: President





Sworn to and subscribed before me
this ___ day of January, 2007: 




______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal] 



12 











NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________,
_____________________________________________ personally appeared, who is personally known
to me or proved to me on the basis of satisfactory evidence to be the
__________________________________ of Vascular Relief Centers Corp., a Nevada corporation,
who, being by me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          



		
	 	Signature of the Borrower's Officer:
	 	VASCULAR RELIEF CENTERS CORP. 
	

	

	 
	 	By:______________________________
	 	Name: ______________________________
	 	Title: ______________________________













NOTARY JURAT FOR
EXECUTION OFWRITTEN 
OBLIGATIONS TO PAY MONEY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the State of ________________, County of _________________, JOHN R. KINGSLEY personally
appeared, who is personally known to me or proved to me on the basis of satisfactory
evidence to be the President of Vein Associates P.C., an Alabama professional corporation,
who, being by me first duly sworn, stated that: 



     	1. 	
          He executed the foregoing First Amendment to Loan and Security Agreement on
          behalf of such corporation pursuant to its by-laws or a resolution of its board
          of directors, said execution taking place in the State of
          __________________________, County of ________________; and 



          



     	2. 	
          He shall deliver the foregoing First Amendment to Loan and Security Agreement to
          ABS SOS - PLUS PARTNERS LTD. at Nassau, The Bahamas via overnight courier. 



          



        Signature
of the Borrower’s Officer: 



		
	 	Signature of the Borrower's Officer:
	 	VEIN ASSOCIATES P.C.  
	

	

	 
	 	By:______________________________
	 	Name: John R. Kingsley
	 	Title: President






Sworn to and subscribed before me
this ___ day of January, 2007: 





______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal] 










AFFIDAVIT REGARDING
DELIVERY 



        On
this the ____ day of January, 2007, before me, the undersigned, a Notary Public in and for
the Commonwealth of the Bahamas, Tamischa Ambrister personally appeared, personally known
to me or proved to me on the basis of satisfactory evidence to be a Director of SIAM
CAPITAL MANAGEMENT LTD., a Bahamian corporation, as agent for ABS SOS - PLUS PARTNERS
LTD., who, being by me first duly sworn, stated that she has received delivery of the
foregoing First Amendment to Loan and Security Agreement on behalf of ABS SOS - PLUS
PARTNERS LTD. in the Commonwealth of the Bahamas. 


		
	 	
_____________________________________________

Signature of Officer of SIAM Capital Management Ltd., as agent for ABS SOS - Plus Partners Ltd.




Sworn to and subscribed before me
this ___ day of January, 2007: 





______________________________

     
     
Notary Signature 



My Commission Expires: 





______________________________

     
     
[Affix Notarial Seal]