Exhibit 10.12 




REVOLVING NOTE



		
	$2,000,000 	February 15, 2006




        For
value received, the undersigned, VEIN ASSOCIATES OF AMERICA, INC., a Florida corporation,
VEIN ASSOCIATES, PA, a Florida corporation, VEIN ASSOCIATES INC., a New Jersey
Corporation, and VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION, a Texas corporation (each
individually a “Borrower”, and collectively, the “Borrowers”), hereby
jointly and severally promise to pay on the Termination Date under the Loan Agreement
(defined below), to the order of ABS SOS-PLUS PARTNERS LTD., a Cayman Islands corporation
(the “Lender”; Lender or any subsequent holder of this Note is sometimes
referred to herein as “Holder”), in lawful money of the United States of America
and in immediately available funds, the principal sum of the lesser of Two Million Dollars
($2,000,000) or the aggregate unpaid principal amount of all Revolving Advances made to
the Borrowers under that certain Loan and Security Agreement dated as of even date
herewith among the Lender and the Borrowers (as amended, restated or otherwise modified
from time to time, the “Loan Agreement”), together with interest on the
principal amount hereunder remaining unpaid from time to time, computed on the basis of
the actual number of days elapsed and a 360-day year, from the date hereof until this Note
is fully paid at the rate from time to time in effect under the Loan Agreement. The
principal hereof and interest accruing thereon shall be due and payable as provided in the
Loan Agreement. This Note may be prepaid only in accordance with the Loan Agreement. 



        This
Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among
other things, for acceleration hereof. This Note is the Revolving Note referred to in the
Loan Agreement. This Note is secured, among other things, pursuant to the Loan Agreement
and the Security Documents as therein defined, and may now or hereafter be secured by one
or more other security agreements, mortgages, deeds of trust, assignments or other
instruments or agreements. 



        It
is intended that all interest paid hereunder shall constitute “portfolio
interest” within the meaning of Section 871(h) of the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations promulgated thereunder. The Lender shall have the
right to transfer this Note only with the approval of the Borrowers; provided,
however, that the right to principal of, and stated interest on, the indebtedness
evidenced by this Note may not be transferred by the holder or any assignee of the holder
unless such transfer is accompanied by the following actions of the Borrowers: 



          		    (i)       
               the Borrowers shall maintain a registry of the ownership of this Agreement (the
               “Registry”) at its principal office; 



               



          		    (ii)       
               the Registry shall reflect ABS SOS — PLUS PARTNERS LTD. as the original
               holder of this Note and shall reflect such subsequent transferee as the
               Borrowers shall receive notice thereof, by delivery to it of a certified copy of
               the assignment of this Agreement duly executed by the then current holder
               hereof; and 



               



          		    (iii)       
               notices of the assignment of this Note shall be furnished by the holder (as
               reflected in the Registry) to the Borrowers by certified or registered mail. 



               















        No
transfer of this Note shall be valid unless reflected in the Registry in accordance with
the provisions of the above paragraph. 



        The
Borrowers shall pay all costs of collection, including reasonable attorneys’ fees and
legal expenses if this Note is not paid when due, whether or not legal proceedings are
commenced. 



        Presentment
or other demand for payment, notice of acceptance, notice of dishonor and protest are
expressly waived. 



[SIGNATURES APPEAR
ON FOLLOWING PAGE]



2  












	  	
VEIN
ASSOCIATES OF AMERICA, INC. 







	  	
By: /s/ Eric Luetkemeyer

Name: Eric Luetkemeyer
Title: President  








	  	
VEIN ASSOCIATES, PA 







	  	
By: /s/ Eric Luetkemeyer

Name: Eric Luetkemeyer
Title: Authorized Signatory 









	  	
VEIN
ASSOCIATES OF AMERICA, INC. 







	  	
By: /s/ Patrick Clancy

Name: Patrick Clancy
Title: President  









	  	
VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION 







	  	
By: /s/ Martin Franklin

Name: Martin Franklin
Title: President  









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NOTARY JURAT FOR
EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY



        On
this the 6th day of February, 2006, before me, the undersigned, a Notary Public in and
for the State of New York, County of Nassau, 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 Revolving Note 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 New York, County of New York;
          and 



          



     	2. 	
          He shall deliver the foregoing Revolving Note 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: /s/ Eric Luetkemeyer

Name: Eric Luetkemeyer
Title: President  








Sworn to and subscribed before me
this 6th day of February, 2006: 



 /s/ Ricardo L. Gomez-Nieto

                Notary
Signature  



My Commission Expires:  July 16, 2006



_____________________________ 

                [Affix Notarial
Seal] 



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NOTARY JURAT FOR
EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY



        On
this the 6th day of February, 2006, before me, the undersigned, a Notary Public in and
for the State of New York, County of _________________, personally appeared ERIC LUETKEMEYER,
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 Revolving Note 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 New York, County of New York;
          and 



          



     	2. 	
          He shall deliver the foregoing Revolving Note to ABS SOS — PLUS PARTNERS
          LTD. at Nassau, The Bahamas via overnight courier. 



          



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







	  	
By: /s/ Eric Luetkemeyer

Name: Eric Luetkemeyer
Title: President  









Sworn to and subscribed before me
this ___ day of February, 2006: 



/s/ Ricardo L. Gomez-Nieto

                Notary
Signature  



My Commission Expires:  July 16, 2006 



_____________________________ 

                [Affix Notarial
Seal] 




5 









NOTARY JURAT FOR
EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY 



        On
this the 2nd  day of February, 2006, before me, the undersigned, a Notary Public in and
for the State of New Jersey, County of Ocean, 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 Revolving Note 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 New Jersey, County of Ocean;
          and 



          



     	2. 	
          He shall deliver the foregoing Revolving Note to ABS SOS — PLUS PARTNERS
          LTD. at Nassau, The Bahamas via overnight courier. 



          



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







	  	
By: /s/ Patrick Clancy

Name: Patrick Clancy
Title: President  









Sworn to and subscribed before me
this 2nd day of February, 2006: 



 /s/ Patricia E. Carey

                Notary
Signature  



My Commission Expires:  



       
         
         
7/16/08

                [Affix Notarial
Seal]  




6 









NOTARY JURAT FOR
EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY



        On
this the 2nd day of February, 2006, before me, the undersigned, a Notary Public in and
for the State of Texas, County of Kerr, MARTIN 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 Revolving Note 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 Texas, County of Kerr;
          and 



          



     	2. 	
          He shall deliver the foregoing Revolving Note to ABS SOS — PLUS PARTNERS
          LTD. at Nassau, The Bahamas via overnight courier. 



          



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







	  	
By: /s/ Martin Franklin

Name: Martin Franklin
Title: President  









Sworn to and subscribed before me
this 2nd day of February, 2006: 



 /s/ Marilyn Morgan Grice 

                Notary
Signature  



My Commission Expires:  



         
         
         
1/21/07

                [Affix Notarial
Seal]  




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AFFIDAVIT REGARDING
DELIVERY



        On
this the 23 day of February, 2006, before me, the undersigned, a Notary Public in and
for the Commonwealth of the Bahamas, Patricia Farguharson personally appeared,
personally known to me or proved to me on the basis of satisfactory evidence to be the
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
he/she has received delivery of the foregoing Revolving Note on behalf of ABS SOS —
PLUS PARTNERS LTD. in the Commonwealth of the Bahamas. 




	  	
/s/ Patricia Farguharson

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






Sworn to and subscribed before me
this 23 day of February, 2006: 



/s/ Ayanna B. Horton

                Notary
Signature  



My Commission Expires: 



        
      
31st December, 2006

                [Affix Notarial
Seal]  





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