Exhibit 4.5


         


        
        NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
        SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
        NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
        EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS
        NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
        SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
        BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
        SECURITIES.


        
        VEIN ASSOCIATES OF AMERICA, INC.

        WARRANT


        
        TO PURCHASE STOCK


        


        	
                    
                    Certificate Number: W-

                	
                    
                    Dated: June __, 2007

                



        


        
        For value received, ______________ (the “Investor”), and his, her, its
        registered assigns are entitled to purchase from Vein Associates Of America, Inc., a
        Florida corporation (together with its successors and assigns, the
        “Company”), at any time and from time to time after the date of this
        Warrant and prior to 5:00 p.m., New York time, on June __, 2012 (the “Expiration
        Date), at the purchase price per share equal to $0.10 (the “Warrant
        Price”, subject to adjustment as provided herein), ___________ shares (the
        “Warrant Shares”, subject to adjustment herein) of the Company’s Common
        Stock (as hereinafter defined). Notwithstanding the foregoing, any exercise of this Warrant
        shall be subject to the terms and conditions hereof, including the limitations contained in
        Sections 3.3 and 3.4. Certain terms used but not defined elsewhere herein have the
        meanings assigned to them in Section 18 below.


        
        Section 1.      Transferability of Warrants.


        
        1.1      Warrant Register and Registration. The
        Secretary of the Company shall keep or cause to be kept at the office of the Company, books
        for the registration and transfer (the “Warrant Register”) of this
        Warrant certificate and any other Warrant certificate issued pursuant to the terms of this
        Warrant (collectively, this “Warrant”). This Warrant shall be numbered
        and shall be registered in the Warrant Register as issued. The Company and the Secretary of
        the Company shall be entitled to treat the person in whose name this Warrant is registered
        on the Warrant Register as the owner in fact for all purposes of this Warrant registered in
        such person's name (each registered owner is herein referred to as a
        “holder” of such Warrant) and shall not be bound to recognize any
        equitable or other claim to or interest in such Warrant on the part of any other
        person.


        1

        
        


        

        

        
        1.2      Transfer. Subject to compliance with
        applicable securities laws, this Warrant, and the rights evidenced hereby, may be
        transferred by any registered holder hereof (a “Transferor”) in whole or
        in part. On the surrender for exchange of this Warrant, with the Transferor’s
        endorsement in the form of Assignment attached hereto (the “Transferor Endorsement
        Form”) and together with evidence reasonably satisfactory to the Company
        demonstrating compliance with applicable securities laws, which shall include, without
        limitation, a legal opinion from the Transferor’s counsel that such transfer is
        exempt from the registration requirements of applicable securities laws, the Company will,
        subject to the terms of Section 6 (including the payment of any applicable
        transfer taxes by the Transferor), issue and deliver to or on the order of the Transferor
        pursuant to the Transferor Endorsement Form, a new Warrant of like tenor, in the name of
        the transferee(s) specified in such Transferor Endorsement Form.


        
        1.3      Form of Warrant. Any Warrant or Warrants
        issued pursuant to Section 1.2 shall be of like tenor to this certificate.


        
        Section 2.      Exchange of Warrants. This Warrant
        may be exchanged at the option of the holder for another Warrant or Warrants entitling the
        holder thereof to purchase a like aggregate number of Warrant Shares as this Warrant
        surrendered then entitle such holder to purchase. Any holder desiring to exchange this
        Warrant shall deliver a request in writing to the Secretary of the Company at the principal
        executive office of the Company, together this Warrant to be so exchanged, properly
        endorsed. Upon receipt of the foregoing, a new Warrant or Warrants, as the case may be, as
        so requested, shall be delivered to the person entitled thereto.


        
        Section 3.      Term of Warrants; Exercise of
        Warrants; Maximum Exercise.


        
        3.1      Term of Warrants; Conversion to Common
        Stock Purchase Warrant. Each holder shall have the right, at any time before 5:00 p.m.,
        New York time, on the Expiration Date, or, if such date is not a Business Day, the next
        Business Day, to purchase from the Company that number of fully paid and nonassessable
        Warrant Shares as entitled under this Warrant and subject to the limitations and procedures
        contained herein. .


        
        3.2      Exercise of Warrants.


        
        (a)     Subject to Section 3.3, this Warrant may be
        exercised upon surrender to the Company, in care of the Secretary of the Company, of this
        Warrant to be exercised, together with the duly completed and signed form of Election to
        Purchase in the form attached hereto, together with (i) payment to the Company of the
        Warrant Price for the number of Warrant Shares in respect of which such Warrant is then
        being exercised (a “Cash Exercise”) or (ii) notification to the Company
        that this Warrant is being exercised pursuant to a “Cashless Exercise”
        (as defined in Section 3.2(b)). Payment of the aggregate Warrant Price upon exercise
        pursuant to this Section 3.2(a), if any, shall be made by delivery of a good check
        to the principal executive office of the Company or (if approved by the Company) by wire
        transfer of immediately available funds in accordance with written wire transfer
        instructions to be provided by the Company.


        2

        
        


        

        

        


        
        (b)     (i)     The Investor may, in its
        sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash
        payment otherwise contemplated to be made to the Company upon such exercise in payment of
        the aggregate Warrant Price, elect instead to receive upon such exercise the “Net
        Number” of shares of Common Stock determined according to the following formula
        (a “Cashless Exercise”):


        
             Net Number = (A x B) - (A x C)


        
                                   
        B


        
             For purposes of the foregoing formula:


        A= the
        total number of Warrant Shares with respect to which this Warrant is then being
        exercised.


        B= the
        Average Market Price of the Common Stock on the trading day immediately preceding the date
        of the Election to Purchase.


        C= the
        Exercise Price then in effect for the applicable Warrant Shares at the time of such
        exercise.


        
        (ii)     Notwithstanding Section 3.2(b)(i), this Warrant
        may not be exercised by means of a Cashless Exercise if (1) the Company fails to register
        the Warrant Shares pursuant to an effective registration statement under the 1933 Act or
        (2) the Company fails to file the reports required to be filed by the Company under the
        1933 Act, the Securities Exchange Act of 1934, as amended, or the rules and regulations
        promulgated by the Securities and Exchange Commission thereunder. In addition, a Cashless
        Exercise of this Warrant may not be made until on or after the date that is six (6) months
        from the Original Issue Date of this Warrant.


        
        (c)     Subject to Section 5, upon such surrender of this
        Warrant and payment of the Warrant Price as aforesaid, the Company shall issue and cause to
        be delivered with all reasonable dispatch to or upon the written order of the holder, and
        in such name or names as the holder may designate, a certificate or certificates for the
        number of full Warrant Shares so purchased upon the exercise of such Warrants, together
        with, a check or cash in respect of any fraction of a share of Common Stock, otherwise
        deliverable upon such exercise, as provided in Section 5. Such certificate or
        certificates shall be deemed to have been issued and any person so designated to be named
        thereon shall be deemed to have become a holder of record of such Warrant Shares as of the
        date of the surrender of such Warrants and payment of the Warrant Price, as applicable.


        
        (d)     The rights of purchase represented by this Warrant shall
        be exercisable, at the election of the holders thereof, either in full or from time to time
        in part. If this Warrant is exercised in respect of less than all of the Warrant Shares
        purchasable on such exercise at any time prior to the Expiration Date, a new Warrant of
        like tenor exercisable for the remaining Warrant Shares will be issued, and the Company
        shall deliver the new Warrant pursuant to the provisions of this Section 3.2.


        3

        
        

        


        
        3.3      Maximum Exercise. The holder may not
        acquire a number of Warrant Shares to the extent that, upon such exercise, the number of
        shares of Common Stock then beneficially owned by such holder and its Affiliates and any
        other persons or entities whose beneficial ownership of Common Stock would be aggregated
        with the holder’s for purposes of Section 13(d) of the Exchange Act (including shares
        held by any “group” of which the holder is a member, but excluding shares
        beneficially owned by virtue of the ownership of securities or rights to acquire securities
        that have limitations on the right to convert, exercise or purchase similar to the
        limitation set forth herein) exceeds 4.99% of the total number of shares of Common Stock of
        the Company then issued and outstanding. The percentage held by the holder shall be
        determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act.
        Each delivery of an Election to Purchase by a holder will constitute a representation by
        such holder that it has evaluated the limitation set forth in this paragraph and
        determined, based on the most recent public filings by the Company with the Securities and
        Exchange Commission, that the issuance of the full number of Warrant Shares requested in
        such Election to Purchase is permitted under this paragraph.


        
        3.4      Authorized Shares. The holder may not
        exercise this Warrant until such time as the Company has effected the Authorized Share
        Increase pursuant to Section 7.1 below.


        
        Section 4.      Adjustment of Warrant Price and Number
        of Warrant Shares. The number and kind of securities purchasable upon the exercise of
        this Warrant and the Warrant Price shall be subject to adjustment from time to time upon
        the occurrence of certain events, as hereinafter described.


        
        4.1      Mechanical Adjustments. The number of
        Warrant Shares purchasable upon the exercise of this Warrant and the Warrant Price payable
        in connection therewith shall be subject to adjustment from time to time as follows:


        
        (a)     If the Company shall at any time while this Warrant is
        outstanding pay a dividend on the Common Stock in shares of the Common Stock (including, if
        applicable, in shares of Common Stock held by the Company in treasury or by a Subsidiary),
        subdivide or split its outstanding shares of Common Stock into a larger number of shares or
        combine its outstanding shares of Common Stock into a smaller number of shares or otherwise
        effect a reclassification or recapitalization of the Common Stock, then, in each such case,
        the number of Common Warrant Shares thereafter issuable upon exercise of this Warrant shall
        be adjusted so that this Warrant shall thereafter be exercisable for the number of Common
        Warrant Shares equal to the number of shares of Common Stock which the holder would have
        held after the occurrence of any of the events described above had this Warrant been
        exercised in full immediately prior to the occurrence of such event. An adjustment made
        pursuant to this Section 4.1(a) shall become effective retroactively
        to the related record date in the case of a dividend and shall become effective on the
        related effective date in the case of a subdivision, split, combination, reclassification
        or recapitalization.


        
        (b)     All calculations under this Section 4 shall be made
        to the nearest whole share of Common Stock.


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        (c)     Whenever the number of Common Warrant Shares issuable upon
        the exercise of this Warrant is adjusted pursuant to Section 4.1(a)
        above, the Warrant Price payable upon exercise of this Warrant shall be adjusted or
        readjusted by multiplying such Warrant Price in effect immediately prior to such adjustment
        by a fraction, the numerator of which shall be the number of Common Warrant Shares
        purchasable upon the exercise of this Warrant immediately preceding such adjustment, and
        the denominator of which shall be the number of Common Warrant Shares so purchasable
        immediately thereafter.


        
        (d)     For all purposes of this Warrant, the terms
        “Common Stock” and “shares of Common Stock” shall
        mean (i) the class of stock designated as the Common Stock of the Company, par value $0.001
        per share at the date of this Warrant, or (ii) any other class of stock resulting from
        successive changes or reclassification of such shares consisting solely of changes in par
        value, or from par value to no par value, or from no par value to par value. In the event
        that at any time, as a result of an adjustment made pursuant to Section
        4.1(a) above, the holder shall become entitled to receive any shares of
        the Company other than shares of Common Stock, thereafter the number of such other shares
        so receivable upon exercise of this Warrant and the Warrant Price shall be subject to
        adjustment from time to time in a manner and on terms as nearly equivalent as practicable
        to the provisions with respect to the Common Warrant Shares contained in Section
        4.1(a) above, and the provisions of Sections 4.2, 4.3, 4.4 and
        4.5, inclusive, with respect to the Warrant Shares, shall apply on like terms to any
        such other shares.


        
        4.2      Time of Adjustments. Except as otherwise
        expressly provided in Section 4.1, each adjustment required by Section 4.1
        shall be effective as and when the event requiring such adjustment occurs.


        
        4.3      Notice of Adjustment. Whenever the number
        of Warrant Shares purchasable upon the exercise of each Warrant or the Warrant Price is
        adjusted as herein provided, the Company shall promptly mail by first class mail, postage
        prepaid, to each holder, a certificate of an officer of the Company setting forth the
        number of Warrant Shares purchasable upon the exercise of each Warrant and the Warrant
        Price after such adjustment, setting forth a brief statement of the facts requiring such
        adjustment and setting forth the computation by which such adjustment was made.


        
        4.4      No Adjustment for Dividends. Except as
        provided in Section 4.1, no adjustment shall be made during the term of this Warrant
        or upon the exercise of this Warrant in respect of any dividends declared or paid on the
        Common Stock.


        
        4.5      Statement on Warrants. Irrespective of any
        adjustments in the Warrant Price or the number or kind of shares purchasable upon the
        exercise of this Warrant, a Warrant or Warrants theretofore or thereafter issued may
        continue to express the same Warrant Price and number and kind of shares issuable upon
        exercise of this Warrant as are stated in the initial Warrant.


        
        Section 5.      Fractional
        Interests. No fractional Warrant Shares shall be
        issued upon the exercise of Warrants, but in lieu thereof the Company shall pay therefor in
        cash an amount equal to the product obtained by multiplying the Closing Price per Warrant
        Share on the Trading Day immediately preceding the date of exercise of this Warrant times
        such fraction. If more than one Warrant certificate shall be presented for exercise at the
        same time by the same holder, the number of full Warrant Shares that shall be issuable upon
        the exercise thereof shall be computed on the basis of the aggregate number of Warrant
        Shares purchasable on exercise of all Warrants so exercised.


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        Section 6.      Taxes. The Company shall pay any and
        all issue and other taxes that may be payable in respect of any issue or delivery of
        Warrant Shares upon the exercise of this Warrant; provided, however, that the
        Company shall not be required to pay any tax or taxes that may be payable in respect of any
        transfer involved in the issue or delivery of any Warrant or certificates for Warrant
        Shares in a name other than that of the registered holder of such Warrant, and no such
        issue or delivery shall be made unless and until the person requesting the issuance thereof
        shall have paid to the Company the amount of such tax or shall have established to the
        satisfaction of the Company that such tax has been paid.


        
        Section 7.      Reservation of Warrant Shares; Valid
        Issuance.


        
        7.1      Reservation of Warrant Shares. As promptly
        as reasonably practicable following the Original Issue Date, the Company shall use its best
        efforts to cause for an amendment to its Articles of Incorporation so as to increase the
        number of shares of Common Stock (whether by increasing the total number of authorized
        shares of Common Stock or combining the outstanding shares of Common Stock into a smaller
        number of shares or both) such that there exists a sufficient number of authorized, but
        unissued shares of Common Stock (after giving effect to any increase in authorized Common
        Stock and/or combination of outstanding shares of Common Stock that the Corporation may
        implement) to enable all of the Warrants issued pursuant to the Subscription Agreements to
        be exercised in accordance with their terms (the “Authorized Share
        Increase”). The Company shall at all times reserve and keep available, out of its
        authorized and unissued Common Stock from and after the date of the Authorized Share
        Increase, solely for the purpose of effecting the exercise of this Warrant and other
        Warrants issued pursuant to the Subscription Agreements, the number of shares of Common
        Stock that shall from time to time be sufficient to provide for the exercise of the rights
        of purchase represented by the outstanding Warrants. All Warrants surrendered in the
        exercise of the rights thereby evidenced shall thereupon be cancelled by the Company and
        retired. Promptly after the Expiration Date, the Secretary of the Company shall certify to
        the Company the aggregate number of Warrants then outstanding, and thereafter no shares of
        Common Stock, shall be subject to reservation in respect of such Warrants. The Company
        shall from time to time take all necessary actions, in accordance with the laws of the
        State of Florida, to increase the authorized amount of its Common Stock if at any time the
        number of shares of Common Stock remaining unissued shall not be sufficient to permit the
        exercise of all the then outstanding Warrants.


        
        7.2      Valid Issuance. Subject to Section
        3.3 and 3.4, all shares of Common Stock or other securities issued upon exercise
        of this Warrant will, upon issuance in accordance with the terms hereof, be validly issued,
        fully paid and nonassessable, free from all liens, charges, security interests and
        encumbrances created by the Company with respect to the issuance and delivery thereof.


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        Section 8.      Mutilated or Missing Warrants. If
        any Warrant certificate shall be mutilated, lost, stolen or destroyed and the Company shall
        receive evidence thereof and (except with respect to mutilated Warrant certificates
        returned to the Company) indemnity reasonably satisfactory to it, then the Company shall
        issue and deliver in exchange and substitution for and upon cancellation of the mutilated
        Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new
        Warrant of like tenor and representing an equivalent right or interest. An applicant for
        such a substitute Warrant shall comply with such other reasonable requirements and pay such
        reasonable charges as the Company may prescribe, including, without limitation, the
        execution and delivery of a lost warrant affidavit and indemnification agreement in a form
        reasonably satisfactory to the Company and its counsel.


        
        Section 9.      No Rights as Stockholder. Except as
        provided in the last sentence of Section 3.2(b) hereof, nothing contained in this
        Warrant or in any of the Warrants issued pursuant to the Subscription Agreements shall be
        construed as conferring upon the holder or its transferee the right to vote or to receive
        dividends or to consent or to receive notice as stockholders in respect of any meeting of
        stockholders for the election of directors of the Company or any other matter, or any
        rights whatsoever as stockholders of the Company.


        
        Section 10.      Notice to Holders. At any time
        prior to the expiration of this Warrant and prior to its exercise, if any of the following
        events shall occur:


        
        (i)     the Company shall declare any dividend or other
        distribution on the Common Stock (other than a stock split by way of a stock dividend);


        
        (ii)     the Company shall take a record of the holders of Common
        Stock for the purpose of entitling them to subscribe for or purchase shares of Common
        Stock; or


        
        (iii)     the Company shall propose any (A) capital
        reorganization, recapitalization, subdivision or reclassification of Common Stock (other
        than a subdivision or combination of the outstanding Common Stock, or a change in par
        value, or from par value to no par value or from no par value to par value), (B) exchange
        or conversion of the Common Stock for or into securities of another corporation or other
        entity, (C) consolidation or merger of the Company with or into any other person (other
        than a merger that does not result in any reclassification, conversion, exchange or
        cancellation of outstanding shares of Common Stock) or (D) sale, lease or other conveyance
        of all or substantially all of the assets of the Company;


        
        then the Company shall give notice in writing of such event to the holders at least 15
        Business Days prior to (x) the date fixed as a record date or the date of closing the
        transfer books for the determination of the stockholders entitled to such dividend or other
        distribution or subscription rights, (y) the date on which such repurchase is authorized by
        the Board of Directors of the Company or (z) the date fixed for the determination of
        stockholders entitled to vote on such proposed reorganization, recapitalization,
        subdivision or reclassification, exchange, conversion, consolidation, merger, sale, lease
        or other conveyance. No failure to give such notice or any defect therein or in the mailing
        thereof shall affect the validity of the corporate action required to be specified in such
        notice.


        
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        Section 11.      Call Option. The Company shall have
        the option to "call" this Warrant (the “Warrant Call”), in accordance
        with and governed by the following:


        
        11.1      The Company shall exercise the Warrant Call by
        giving to the Investor a written notice of call (the “Call Notice”)
        during the period in which the Warrant Call may be exercised.


        
        11.2      The Company’s right to exercise the Warrant
        Call shall commence with the actual effective date of a registration statement described in
        Section 2.1 of the Investor Rights Agreement among the Company the Investor and
        certain other stockholders of the Company and thereafter, shall be coterminous with the
        exercise period of the Warrants; provided, that the registration statement is
        effective at the date the Call Notice is given and through the period ending 14 Business
        Days thereafter. In no event may the Company exercise the Warrant Call at any time unless
        the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery,
        immediately resalable, without restrictive legend and upon such resale freely transferable
        on the transfer books of the Company.


        
        11.3      Unless otherwise agreed to by the Investor, the
        Call Notices must be given to all Investors who receive Warrants similar to this Warrant
        (in terms of exercise price and otherwise) on or about the same issue date as this Warrant
        in proportion to the amounts of Warrant Shares which can be purchased by the respective
        Investors in accordance with the respective Warrants held by each.


        
        11.4      The Company may give a Call Notice in connection
        with the Warrant Shares issuable upon exercise of this Warrant provided that the Average
        Market Price is 200% of the Common Warrant Price.


        
        11.5      The respective Investors shall exercise their
        Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14
        business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the
        funds required by the Warrant Call, the Company may elect to cancel a corresponding amount
        of this Warrant.


        
        Section 12.      Notices. All notices and other
        communications required or permitted to be given with respect to this Warrant shall be in
        writing signed by the sender, and shall be considered given: (w) on the date delivered, if
        personally delivered; (x) on the date sent by telecopier with automatic confirmation of the
        transmitting machine showing the proper number of pages were transmitted without error; (y)
        on the Business Day after being sent by Federal Express or another recognized overnight
        delivery service in time for and specifying next day or next business day delivery; or (z)
        five Business Days after mailing, if mailed by United States postage-paid certified or
        registered mail, return receipt requested, in each instance referred to in the preceding
        clauses (x) through (z) only if all delivery charges are pre-paid. Each such notice or
        other communication shall be given to the holder at the address in the Warrant Register and
        to the Company at its principal executive office.


        
        Section 13.      No Waivers; Remedies. Prior to the
        Expiration Date, no failure or delay by any holder in exercising any right, power or
        privilege with respect to this Warrant shall operate as a waiver of the right, power or
        privilege. A single or partial exercise of any right, power or privilege shall not preclude
        any other or further exercise of the right, power or privilege or the exercise of any other
        right, power or privilege. The rights and remedies provided in this Warrant shall be
        cumulative and not exclusive of any rights or remedies provided by law.


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        Section 14.      Amendments. No amendment,
        modification, termination or waiver of any provision of the Warrant, and no consent to any
        departure from any provision of this Warrant, shall be effective unless it shall be in
        writing and signed and delivered by the Company and the holder, and then it shall be
        effective only in the specific instance and for the specific purpose for which it is
        given.


        
        Section 15.      Governing Law. This Warrant shall
        be governed by and construed in accordance with the laws of the state of New York that
        apply to contracts made and performed entirely within such state.


        
        Section 16.      Severability of Provisions. Any
        provision of this Warrant that is prohibited or unenforceable in any jurisdiction shall, as
        to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability
        without invalidating the remaining provisions of this Warrant or affecting the validity or
        enforceability of the provision in any other jurisdiction.


        
        Section 17.      Headings and References. Headings
        in this Warrant are included for the convenience of reference only and do not constitute a
        part of this Warrant for any other purpose. References to sections in the Warrant are
        references to the sections of the Warrant, unless the context shall require otherwise.


        
        Section 18.      Definitions. For purposes of this
        Warrant, the following terms have the following meanings:


        
        (a)     “Affiliate” any entity or person that
        controls, or is controlled by, or is under common control with the entity or person
        specified.


        
        (b)     “Average Market Price” per share of
        Common Stock on any date means the average of the daily Closing Prices for the 15
        consecutive Trading Days commencing 20 Trading Days before such date.


        
        (c)     “Business Day” means any day excluding
        Saturday, Sunday and any day which is a legal holiday under the laws of the State of New
        York or is a day on which banking institutions located in such state are authorized or
        required by law or other governmental action to close.


        
        (d)     “Closing Price” means, as applied to
        shares of any class of stock on any date, the last reported sales price, regular way, per
        share of such shares on such day, or if no such sale takes place on such day, the average
        of the closing bid and asked prices, regular way, in each case, as reported in the
        principal consolidated transaction reporting system with respect to securities listed or
        admitted to trading on the New York Stock Exchange or, if shares of such stock are not
        listed or admitted to trading on the New York Stock Exchange, as reported in the principal
        consolidated transaction reporting system with respect to securities listed on the
        principal national securities exchange on which the shares of such stock are listed or
        admitted to trading, or, if the shares of such stock are not listed or admitted to trading
        on any national


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        securities exchange, the last quoted sale price or, if not so quoted,
        the average of the high bid and low asked prices in the over-the-counter market, in either
        case as reported by the National Association of Securities Dealers, Inc. or, if not so
        reported, as reported by any similar interdealer system selected by the Board of Directors
        of the Company then in general use, or, if on any such date the shares of stock are not
        quoted or reported by any such organization, the average of the closing bid and asked
        prices as furnished by a professional market maker making a market in the shares of stock
        selected by the Board of Directors of the Company. If any such class of stock is not
        publicly held or so listed or publicly traded, “Market Price” means the fair
        market value per share as determined in good faith by the Board of Directors of the
        Company.


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


        
        (f)     “group” means a “group”
        within the meaning of Rule 13d-5(b) promulgated under the Exchange Act.


        
        (g)     “Original Issue Date” means June
        ___, 2007.


        
        (h)     “person” means a “person”
        within the meaning of Section 3(a)(9) of the Exchange Act.


        
        (i)     “Subscription Agreements” means,
        the series of Subscription Agreements, each dated as of the date hereof, between the
        Company and the Purchasers thereto.


        
        (j)     “Trading Day” means, as applied to any
        class of stock, any day on which the New York Stock Exchange or, if shares of such stock
        are not listed or admitted to trading on the New York Stock Exchange, the principal
        national securities exchange on which the shares of such stock are listed or admitted for
        trading or, if the shares of such stock are not included therein, any similar interdealer
        system then in general use in which the shares of such stock are included, is open for the
        trading of securities generally and with respect to which information regarding the sale of
        securities included therein, or with respect to which sales information is reported, is
        generally available.


         
        


        10

        
        


        

        

        
        The parties have executed and delivered this Warrant as
        of the date set forth above.


        	 
                	
                    
                    VEIN ASSOCIATES OF AMERICA, INC.

                
	 
                	
                    
                    By:___________________________________


                    
                         Name: Andrew J. Schenker

                         Title: Chief Financial Officer

                
	
                    
                    INVESTOR:


                    
                    Name:

                	 
                
	
                    
                    Signature:


                    
                         Name:

                         Title:

                	 
                



         


         


         


         


        11


        

        
        

        


         
        


         
        


        
        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
        THIS


        
        WARRANT TO PURCHASE COMMON STOCK


        
        VEIN ASSOCIATES OF AMERICA, INC.


        
        Election to Purchase


        
        The undersigned holder hereby exercises the right to purchase
        _________________ of the shares of Common Stock
        (“Warrant
        Shares”) of Vein Associates of America,
        Inc., a Florida corporation (the
        “Company
        ”), evidenced by the attached Warrant to Purchase Common Stock (the
        “Warrant
        ”), in accordance with the terms of the Warrant. Capitalized terms used herein and
        not otherwise defined shall have the respective meanings set forth in the
        Warrant.


        
        1.     
        Form of Exercise
        Price. The holder intends that payment of the
        Exercise Price shall be made as:


        	
                    
                    _____

                	
                    
                    a
                    “Cash Exercise”
                    with respect to _________________ Warrant
                    Shares;

                
	 
                	
                    
                    and/or

                
	
                    
                    _____

                	
                    
                    a
                    “Cashless Exercise”
                    with respect to _______________ Warrant
                    Shares.

                



        
        2.     
        Payment of Exercise
        Price. The holder makes payment of the Exercise
        Price as follows:


        	
                    
                    _____

                	
                    
                    The sum of $_______________ in cash with respect
                    to the Warrant Shares to be issued pursuant to a Cash Exercise (using a Warrant
                    Price of $________ per share).

                
	
                    
                    _____

                	
                    
                    The cancellation of an aggregate of
                    ____________Warrant Shares with respect to the Warrant Shares to be issued
                    pursuant to a Cashless Exercise (using an Average Market Price of $_______ per
                    share).

                



        
        3.     
        Delivery of
        Warrant
        Shares. The holder hereby requests that
        certificates for the Warrant Shares purchased hereby be issued and delivered as follows,
        and if such number of shares of Common Stock shall not be all the shares evidenced by this
        Warrant, that a new Warrant for the balance of such shares be registered in the name of,
        and delivered to, the holder:


        	
                    
                    Issued to:


                    
                    (please print or type name and
                    address)


                    
                    (please insert tax identification
                    number)

                	
                    
                    Delivered to:


                    
                    (please print or type name and
                    address)

                



        


        
        


        	Date: _______________,
                ______	_____________________________________
	
                	Name of Registered Holder
	
                	
                
	
                	
                By:     ________________________________
	
                	Name:
	
                	Title:


        

        



        
                        


        
             


        

        
        

        


        
                                          


        
        ASSIGNMENT


        
        (To be signed only upon assignment of Warrant)


        
        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:


        
        __________________________________________________________________________________________________________________


        
        __________________________________________________________________________________________________________________


        
        __________________________________________________________________________________________________________________


        
        [PLEASE INSERT NAME, ADDRESS, AND SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF ASSIGNEE]


        
        the right to purchase an aggregate of _____________ shares of Common Stock to which this
        Warrant are subject, and does hereby irrevocably constitute and appoint


        
        _____________________________________________________________________


        
        attorney to transfer said Warrant on the books of the Company, with full power of
        substitution in the premises.


         
        


        
        


        	DATED: _________________, 20___.	
                
	
                	_____________________________________
	
                	Name of Registered Holder
	
                	
                
	
                	
                By:     ________________________________
	
                	Name:
	
                	Title:


        

        



        


        
        Note: The above signature must correspond with the name as written upon the face of this
        Warrant Certificate in every particular without alteration or enlargement or any change
        whatever unless this Warrant has been assigned.


        
        Signature Guaranteed: _____________________