Exhibit
  4.2


        
        THIS OPTION AND THE SHARES OF COMMON STOCK
        ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS OPTION AND THE COMMON STOCK ISSUABLE
        UPON EXERCISE OF THIS OPTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
        THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS OPTION UNDER SAID ACT AND ANY
        APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VEIN
        ASSOCIATES OF AMERICA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


        
        Right to Purchase 200,000 Shares of Common
        Stock

        of Vein Associates of America, Inc.


        


        
        COMMON STOCK
        PURCHASE OPTION


        


        
        


        	Option #
                100 	
                     Issue Date:
                    September 19, 2006

                


        

        


        
                                             


        


        
        VEIN ASSOCIATES OF AMERICA, INC., a corporation
        organized under the laws of the State of Florida, hereby certifies that, LEE FIELDS, (the
        “Holder”), is entitled, subject to the terms set forth below, to
        purchase from the Company (as defined herein) from and after the Issue Date of this Option
        and at any time or from time to time before 5:00 p.m., New York time, through the close of
        business (New York time) September 19, 2009 (the “Expiration Date”), up
        to 200,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined),
        par value $0.0001 per share, for an exercise price of $0.18 per share of Common Stock (the
        “Exercise Price”). The number and character of such shares of Common
        Stock and the Exercise Price per share are subject to adjustment as provided
        herein.


        
        As used herein the following terms, unless the
        context otherwise requires, have the following respective meanings:


        
        (a)     The term
        “Company” shall include Vein Associates of America, Inc. any corporation
        which shall succeed, or assume the obligations of, Vein Associates of America, Inc.
        hereunder.


        
        (b)     The term
        “Common Stock” includes (a) the Company’s Common Stock, par value
        $0.0001 per share, and (b) any other securities into which or for which any of the
        securities described in (a) may be converted or exchanged pursuant to a plan of
        recapitalization, reorganization, merger, sale of assets or otherwise.


        Vein Associates of America,
        Inc.

        Option # 100 Issued September 19, 2006

        
        


        

        

        


        
        (c)     The term
        “Other Securities” refers to any stock (other than Common Stock) and
        other securities of the Company or any other person (corporate or otherwise) which the
        holder of the Option at any time shall be entitled to receive, or shall have received, on
        the exercise of the Option, in lieu of or in addition to Common Stock, or which at any time
        shall be issuable or shall have been issued in exchange for or in replacement of Common
        Stock or Other Securities pursuant to Section 4 or otherwise.


        


        
        1.      
        Exercise of
        Option.


        
        1.1.     Number of
        Shares Issuable upon Exercise. From and after the date hereof through and including the
        Expiration Date, the Holder shall be entitled to receive, upon exercise of this Option in
        whole or in part, by delivery of an original or fax copy of an exercise notice in the form
        attached hereto as Exhibit A (the “Exercise Notice”), shares of Common
        Stock of the Company, subject to adjustment pursuant to Section 4.


        
        1.2.     
        Company
        Acknowledgment. The Company will, at the time of
        the exercise of the Option, upon the request of the holder hereof acknowledge in writing
        its continuing obligation to afford to such holder any rights to which such holder shall
        continue to be entitled after such exercise in accordance with the provisions of this
        Option. If the holder shall fail to make any such request, such failure shall not affect
        the continuing obligation of the Company to afford to such holder any such
        rights.


        
        2.     
        Procedure for
        Exercise.


        
        2.1     Delivery of
        Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common
        Stock purchased upon exercise of this Option shall be deemed to be issued to the Holder as
        the record owner of such shares as of the close of business on the date on which this
        Option shall have been surrendered and payment made for such shares in accordance herewith.
        As soon as practicable after the exercise of this Option in full or in part, and in any
        event within fifteen (15) business days thereafter, the Company at its expense (including
        the payment by it of any applicable issue taxes) will cause to be issued in the name of and
        delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable
        transfer taxes) may direct in compliance with applicable securities laws, a certificate or
        certificates for the number of duly and validly issued, fully paid and nonassessable shares
        of Common Stock (or Other Securities) to which such Holder shall be entitled on such
        exercise.


        
        2.2     Exercise.
        Payment shall be made in cash or by certified or official bank check payable to the order
        of the Company equal to the applicable aggregate Exercise Price, for the number of Common
        Shares specified in such Exercise Notice (as such exercise number shall be adjusted to
        reflect any adjustment in the total number of shares of Common Stock issuable to the Holder
        per the terms of this Option) and the Holder shall thereupon be entitled to receive the
        number of duly authorized, validly issued, fully-paid and non-assessable shares of Common
        Stock (or Other Securities) determined as provided herein.


        2

        
        

        

         


        
        3.     
        Effect of Reorganization, etc.; Adjustment of Exercise Price.


        
        3.1     Reorganization,
        Consolidation, Merger, etc. In case at any time or from time to time, the Company shall
        (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c)
        transfer all or substantially all of its properties or assets to any other person under any
        plan or arrangement contemplating the dissolution of the Company, then, in each such case,
        as a condition to the consummation of such a transaction, proper and adequate provision
        shall be made by the Company whereby the Holder of this Option, on the exercise hereof as
        provided in Section 1 at any time after the consummation of such reorganization,
        consolidation or merger or the effective date of such dissolution, as the case may be,
        shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise
        prior to such consummation or such effective date, the stock and other securities and
        property (including cash) to which such Holder would have been entitled upon such
        consummation or in connection with such dissolution, as the case may be, if such Holder had
        so exercised this Option, immediately prior thereto, all subject to further adjustment
        thereafter as provided in Section 4.


        
        3.2     Dissolution.
        In the event of any dissolution of the Company following the transfer of all or
        substantially all of its properties or assets, the Company, concurrently with any
        distributions made to holders of its Common Stock, shall at its expense deliver or cause to
        be delivered to the Holder the stock and other securities and property (including cash,
        where applicable) receivable by the Holder of the Option pursuant to Section
        3.1.


        
        3.3     Continuation
        of Terms. Upon any reorganization, consolidation, merger or transfer (and any
        dissolution following any transfer) referred to in this Section 3, this Option shall
        continue in full force and effect and the terms hereof shall be applicable to the shares of
        stock and other securities and property receivable on the exercise of this Option after the
        consummation of such reorganization, consolidation or merger or the effective date of
        dissolution following any such transfer, as the case may be, and shall be binding upon the
        issuer of any such stock or other securities, including, in the case of any such transfer,
        the person acquiring all or substantially all of the properties or assets of the Company,
        whether or not such person shall have expressly assumed the terms of this Option as
        provided in Section 4. In the event this Option does not continue in full force and effect
        after the consummation of the transactions described in this Section 3, then the
        Company’s securities and property (including cash, where applicable) receivable by
        the Holders of the Option will be delivered to Holder.


        3

        
        


        

        

        


        
        4.     
        Extraordinary Events Regarding Common Stock. In the event
        that the Company shall (a) issue additional shares of the Common Stock as a dividend or
        other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of
        Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller
        number of shares of the Common Stock, then, in each such event, the Exercise Price shall,
        simultaneously with the happening of such event, be adjusted by multiplying the then
        Exercise Price by a fraction, the numerator of which shall be the number of shares of
        Common Stock outstanding immediately prior to such event and the denominator of which shall
        be the number of shares of Common Stock outstanding immediately after such event, and the
        product so obtained shall thereafter be the Exercise Price then in effect. The Exercise
        Price, as so adjusted, shall be readjusted in the same manner upon the happening of any
        successive event or events described herein in this Section 4. The number of shares of
        Common Stock that the holder of this Option shall
        thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall
        be increased to a number determined by multiplying the number of shares of Common Stock
        that would otherwise (but for the provisions of this Section 4) be issuable on such
        exercise by a fraction of which (a) the numerator is the Exercise Price that would
        otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator
        is the Exercise Price in effect on the date of such exercise.


        
        5.     
        Certificate as to Adjustments. In each case of any adjustment or
        readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise
        of the Option, the Company at its expense will promptly cause its Chief Financial Officer
        or other appropriate designee to compute such adjustment or readjustment in accordance with
        the terms of the Option and prepare a certificate
        setting forth such adjustment or readjustment and showing in detail the facts upon which
        such adjustment or readjustment is based, including a statement of (a) the consideration
        received or receivable by the Company for any additional shares of Common Stock (or Other
        Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares
        of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the
        Exercise Price and the number of shares of Common Stock to be received upon exercise of
        this Option, in effect immediately prior to such adjustment or readjustment and as adjusted
        or readjusted as provided in this Option. The Company will forthwith mail a copy of each
        such certificate to the holder of the Option and
        any Option agent of the Company (appointed
        pursuant to Section 9 hereof).


        
        6.     
        Reservation of Stock, etc. Issuable on Exercise of
        Option. The Company will at all times reserve and keep
        available, solely for issuance and delivery on the exercise of the Option, shares of Common
        Stock (or Other Securities) from time to time issuable on the exercise of the
        Option.


        4

        
        


        

        

        


        
        7.     
        Assignment; Exchange of Option. Subject to compliance
        with applicable securities laws, this Option, 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 Option, with the Transferor’s endorsement in the
        form of Exhibit B 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 at its expense but with payment by the Transferor of any applicable transfer
        taxes) will issue and deliver to or on the order of the Transferor thereof a new
        Option of like tenor, in the name of the
        Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a
        “Transferee”), calling in the
        aggregate on the face or faces thereof for the number of shares of Common Stock called for
        on the face or faces of the Option so surrendered
        by the Transferor.


        
        8.     
        Replacement of Option. On receipt
        of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
        mutilation of this Option and, in the case of any
        such loss, theft or destruction of this Option, on delivery of an indemnity agreement or
        security reasonably satisfactory in form and amount to the Company or, in the case of any
        such mutilation, on surrender and cancellation of this Option, the Company at its expense
        will execute and deliver, in lieu thereof, a new Option
        of like tenor.


        
        9.     
        Option Agent. The Company may, by written notice to the
        each Holder of the Option, appoint an agent for the purpose of issuing Common Stock (or
        Other Securities) on the exercise of this Option
        pursuant to Section 1, exchanging this Option
        pursuant to Section 7, and replacing this Option
        pursuant to Section 8, or any of the foregoing, and
        thereafter any such issuance, exchange or replacement, as the case may be, shall be made at
        such office by such agent.


        
        10.     
        Transfer on the Company’s Books. Until this
        Option is transferred on the books of the Company,
        the Company may treat the registered holder hereof as the absolute owner hereof for all
        purposes, notwithstanding any notice to the contrary.


        
        11.     
        Notices, etc. All notices and other communications from
        the Company to the Holder of this Option shall be
        mailed by first class registered or certified mail, postage prepaid, at such address as may
        have been furnished to the Company in writing by such Holder or, until any such Holder
        furnishes to the Company an address, then to, and at the address of, the last Holder of
        this Option who has so furnished an address to the
        Company.


        
        12.     
        Voluntary Adjustment by the Company. The Company may at
        any time during the term of this Option reduce the
        then current Exercise Price to any amount and for any period of time deemed appropriate by
        the Board of Directors of the Company.


        5

        
        

        

        
        13.     No
        Shorting. The Purchaser or any of its affiliates and
        investment partners will not and will not cause any person or entity, directly or
        indirectly, to engage in “short sales” of the Company’s Common Stock or
        any other hedging strategies as long as the Note is outstanding..


        


        
        14.     Miscellaneous.
        This Option and
        any term hereof may be changed, waived, discharged or terminated only by an instrument in
        writing signed by the party against which enforcement of such change, waiver, discharge or
        termination is sought. This Option shall be
        governed by and construed in accordance with the
        laws of State of Florida
        without regard to principles of conflicts of laws. Any
        action brought concerning the transactions contemplated by this Option
        shall be brought only
        in the state courts of Florida
        or in the federal courts located in the state of Florida.
        The individuals executing this Option on behalf of
        the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The
        prevailing party shall be entitled to recover from the other party its reasonable
        attorney’s fees and costs. In the event that any provision of this Option
        is invalid or unenforceable under any applicable statute
        or rule of law, then such provision shall be deemed inoperative to the extent that it may
        conflict therewith and shall be deemed modified to conform with such statute or rule of
        law. Any such provision which may prove invalid or unenforceable under any law shall not
        affect the validity or enforceability of any other provision of this Option. The headings
        in this Option are for purposes of reference only,
        and shall not limit or otherwise affect any of the terms hereof. The invalidity or
        unenforceability of any provision hereof shall in no way affect the validity or
        enforceability of any other provision. The Company acknowledges that legal counsel
        participated in the preparation of this Option
        and, therefore, stipulates that the rule of construction
        that ambiguities are to be resolved against the drafting party shall not be applied in the
        interpretation of this Option to favor any party
        against the other party.


        
        [Balance of page intentionally left blank;
        signature page follows.]


        
        6

        
        

        

         


        
        IN WITNESS WHEREOF, the Company has executed
        this Option as of the date first written above.


        
        VEIN ASSOCIATES OF AMERICA, INC.


        
        By:__________________________________

        Name:________________________________

        Title:_________________________________


         


        7

        
        


        

        

        
        Exhibit A


        
        FORM OF SUBSCRIPTION

        (To be signed only on exercise of Option)


        
        TO:     Vein Associates
        of America, Inc.


        
                   Attention:
        Chief Financial Officer


        
        The undersigned, pursuant to the provisions set
        forth in the attached Option (No.100), hereby irrevocably elects to purchase (check
        applicable box):


        
        ___     ________ shares
        of the Common Stock covered by such Option.


        
        The undersigned herewith makes payment of the
        full Exercise Price for such shares at the price per share provided for in such Option,
        which is $___________. Such payment takes the form of:

        ___     $__________ in lawful money of the United States.

        The undersigned requests that the certificates for such shares be issued in the name of,
        and delivered to ____________________ whose address is
        ______________________________


        
        ___________________________________________________________________________.


        
        The undersigned represents and Options that all
        offers and sales by the undersigned of the securities issuable upon exercise of the within
        Option shall be made pursuant to registration of the Common Stock under the Securities Act
        of 1933, as amended (the “Securities Act”) or pursuant to an exemption from
        registration under the Securities Act.


        
        

        Dated:___________________                                                                                                _________________________________________


        
        (Signature must conform to name of holder
        as


        
        specified on the face of the Option)

        

                                           ________________________


        (Address)


         
        


        
        Vein Associates of
        America, Inc. Option # 100

        Issued September 19, 2006


         
        


         


        

        
        


        

        

        
        Exhibit B


        
        FORM OF TRANSFEROR ENDORSEMENT

        (To be signed only on transfer of Option)


        
        For value received, the undersigned hereby
        sells, assigns, and transfers unto the person(s) named below under the heading
        “Transferees” the right represented by the within Option to purchase the
        percentage and number of shares of Common Stock of Vein Associates of America, Inc. which
        the within Option relates specified under the headings “Percentage Transferred”
        and “Number Transferred,” respectively, opposite the name(s) of such person(s)
        and appoints each such person Attorney to transfer its respective right on the books of
        Vein Associates of America, Inc. with full power of substitution in the
        premises.


        	
                    
                    Transferees

                	
                    
                    Address

                	
                    
                    Percentage Transferred

                	
                    
                    Number Transferred

                
	
                  	
                  	
                  	
                  
	
                  	
                  	
                  	
                  
	
                  	
                  	
                  	
                  
	
                  	
                  	
                  	
                  



        
        Dated:___________________                                                                                                _________________________________________


        
        (Signature
        must conform to name of holder as


        
        specified
        on the face of the Option)

        

        


        
        Signed in the presence of:


        
        ____________________                         
                                                                                       
        _______________________                                   


        
                    
                  (Name)                                                                                                                                             
        (address)


        
        ACCEPTED AND
        AGREED:                                                                                                   
                                           _______________________


        
        [TRANSFEREE]                                                                                                                   
                                          (address)


        
                                 ____________________


        
                        
             (Name)