Exhibit
  4.4



    
      	 
	THE
              SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
              (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES
              NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
              ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
              REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
              1933
              ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)
              PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
              ACT.	 
              	 


    



    
      	 
	IN
              ADDITION, A PREFERRED STOCK PURCHASE AGREEMENT DATED AS
              OF MARCH 20, 2006 (THE “PURCHASE AGREEMENT”), A
              COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE
              OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN
              THE PARTIES WITH RESPECT TO THIS WARRANT. 	 
              	 


    



    


    VEIN
      ASSOCIATES OF AMERICA, INC 


    COMMON
      STOCK PURCHASE WARRANT 


    
      	Number
              of Shares: ______________

Original Issue Date:
              March_____, 2006

Expiration Date: _________________,
              2011
	Holder:



Attn:


    



    
      	
Exercise
              Price per Share: $______	Tel:

Fax:



    



    Vein
      Associates of America, Inc, a company organized and existing under the laws
      of
      the State of Florida (the “Company”), hereby certifies
      that, for value received, __________________ or its registered assigns (the
      “Warrant Holder”), is entitled, subject to the terms set
      forth below, to purchase from the Company up to __________________ (__________)
      shares (as adjusted from time to time as provided in Section 7, the
“Warrant Shares”) of common stock, $.001 par value (the
“Common Stock”), of the Company at a
      price of _________
      cents ($0.__) per Warrant Share (as adjusted from time to time as provided
      in
      Section 7, the “Exercise Price”), at any time and from
      time to time from and after the date thereof and through and including 5:00
      p.m.
      New York City time on March ___, 2011 (the “Expiration Date”), and subject
      to the following terms and conditions: 

    
    



    


            1.       
      Registration of Warrant. The Company shall register this
      Warrant upon records to be maintained by the Company for that purpose (the
      “Warrant Register”), in the name of the record Warrant
      Holder hereof from time to time. The Company may deem and treat the registered
      Warrant Holder as the absolute owner hereof for the purpose of any exercise
      hereof or any distribution to the Warrant Holder, and for all other purposes,
      and the Company shall not be affected by notice to the contrary. 


            2.       
      Investment Representation. The Warrant Holder by
      accepting this Warrant represents that the Warrant Holder is acquiring this
      Warrant for its own account for investment purposes and not with the view to
      any
      offering or distribution and that the Warrant Holder will not sell or otherwise
      dispose of this Warrant or the underlying Warrant Shares in violation of
      applicable securities laws. The Warrant Holder acknowledges that the
      certificates representing any Warrant Shares will bear a legend indicating
      that
      they have not been registered under the United States Securities Act of 1933,
      as
      amended (the “1933 Act”), and may not be sold by the
      Warrant Holder except pursuant to an effective registration statement or
      pursuant to an exemption from registration requirements of the 1933 Act and
      in
      accordance with federal and state securities laws. If this Warrant was acquired
      by the Warrant Holder pursuant to the exemption from the registration
      requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant
      Holder acknowledges and covenants that this Warrant may not be exercised by
      or
      on behalf of a Person during the one (1) year-distribution compliance period
      (as
      defined in Regulation S promulgated under the 1933 Act) following the date
      hereof. “Person” means an individual, partnership, firm,
      limited liability company, trust, joint venture, association, corporation or
      any
      other legal entity. 


            3.       
      Validity of Warrant and Issue of Shares. The Company
      represents and warrants that this Warrant has been duly authorized and validly
      issued. The Company further represents and warrants that all of the Common
      Stock
      that may be issued upon the exercise of the rights represented by this Warrant
      will, when issued upon such exercise, be duly authorized, validly issued, fully
      paid and nonassessable, and free from all taxes, liens and charges with respect
      to the issue thereof. The Company further represents and warrants that during
      the period within which the rights represented by this Warrant may be exercised,
      the Company will at all times have authorized and reserved a sufficient number
      of shares of Common Stock to provide for the exercise of the rights represented
      by this Warrant. 


            4.       
      Registration of Transfers and Exchange of
      Warrants.


          
                  a.       
Subject to compliance with the legend set forth on the face of this Warrant,
      the
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant together with the Form of
      Assignment attached hereto duly completed and signed, to the Company at the
      office specified in, or pursuant to, Section 12. Upon any such registration
      or
      transfer, a new warrant to purchase Common Stock, in substantially the form
      of
      this Warrant (any such new warrant, a “New Warrant”),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Warrant Holder.
      The acceptance of the New Warrant by the transferee thereof shall 


    2


    
    



    


    be deemed
      the acceptance of such transferee of all of the rights and obligations of a
      Warrant Holder. 


          
                  b.       
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder
      to
      the office of the Company specified in, or pursuant to, Section 9 for one or
      more New Warrants, evidencing in the aggregate the right to purchase the number
      of Warrant Shares which may then be purchased hereunder. Any such New Warrant
      will be dated the date of such exchange. 


            5.       
      Exercise of Warrants.


          
                  a.       
Upon surrender of this Warrant together with the Form of Election to Purchase
      attached hereto duly completed and signed to the Company, at its address set
      forth in Section 12, and upon payment and delivery of the Exercise Price per
      Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder
      intends to purchase hereunder, in lawful money of the United States of America,
      in cash or by certified or official bank check or checks, to the Company, all
      as
      specified by the Warrant Holder in the Form of Election to Purchase, the Company
      shall promptly (but in no event later than five (5) business days after the
      Date
      of Exercise (as defined herein)) cause to be issued and delivered to, or upon
      the written order of, the Warrant Holder and in such name or names as the
      Warrant Holder may designate (subject to the restrictions on transfer described
      in the legend set forth on the face of this Warrant), a certificate for the
      Warrant Shares issuable upon such exercise, with such restrictive legend as
      required by the 1933 Act. Any person so designated by the Warrant Holder to
      receive Warrant Shares shall be deemed to have become holder of record of such
      Warrant Shares as of the Date of Exercise of this Warrant. 


          
                  b.       
A “Date of Exercise” means the date on which the Company shall have received (i)
      this Warrant (or any New Warrant, as applicable), with the Form of Election
      to
      Purchase attached hereto (or attached to such New Warrant) appropriately
      completed and duly signed and (ii) payment of the Exercise Price for the number
      of Warrant Shares so indicated by the Warrant Holder to be purchased.



          
                  c.       
This Warrant shall be exercisable at any time and from time to time for such
      number of Warrant Shares as is indicated in the attached Form of Election to
      Purchase. If less than all of the Warrant Shares which may be purchased under
      this Warrant are exercised at any time, the Company shall cause to be issued,
      at
      its expense, a New Warrant evidencing the right to purchase the remaining number
      of Warrant Shares for which no exercise has been made. 


          
                  d.       
(i)Notwithstanding anything contained herein to the contrary but subject to
      Sections 5(e) and 6, the Warrant Holder may, at its election exercised 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 Exercise 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”): 


    3


    
    



    


    


    
      	 	 
              	              
              Net Number = (A x (B — C))/B 


    



    
      	 
	(ii)          
              For purposes of the foregoing formula:



    



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


    



    
      	 
	B=
              the last reported sale price (as reported by Bloomberg) of the
              Common Stock on the trading day immediately preceding the date of the
              Exercise Notice. 


    



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


    



          
                  e.       Notwithstanding
      Section 5(d), this Warrant may not be exercised by means of a Cashless Exercise
      unless (i) the Company fails to register the Warrant Shares pursuant to an
      effective registration statement under the 1933 Act or (ii) 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 Exerciseof this Warrant may not be
      madeuntil on or after the date that is six (6) months from the Original Issue
      Date of this Warrant. 


          
                  f.       
Notwithstanding any other provision contained herein, if, at any time following
      the registration of the Warrant Shares under the 1933 Act, the last reported
      per
      share sale price (as reported by Bloomberg) of the Common Stock for a period
      of
      twenty (20) consecutive trading days is not less than 175% of the Exercise
      Price
      then in effect hereunder, then the Company shall have the right, by delivery
      of
      written notice to the Warrant Holder, to require that the Warrant Holder
      exercise the unexercised portion of this Warant in its entirety within five
      (5)
      trading days following receipt of such notice; provided, however,
      in no event may the Company require the Warrant Holder to exercise this Warrant
      in any manner which would result in a violation of the Beneficial Ownership
      Limitation (as defined below). 


            6.       
      Maximum Exercise. The Warrant Holder shall not be
      entitled to exercise thisWarrant on a Date of Exercise in connection with that
      number of shares of Common Stock which would be in excess of the sum of (i)
      the
      number of shares of Common Stock beneficially owned by the Warrant Holder and
      its affiliates on an exercise date and (ii) the number of shares of Common
      Stock
      issuable upon the exercise of this Warrant with respect to which the
      determination of this limitation is being made on an exercise date, which would
      result in beneficial ownership by the Warrant Holder and its affiliates of
      more
      than four and nine tenths percent (4.9%) of the outstanding shares of Common
      Stock on such date (“Beneficial Ownership Limitation”). For the purposes of this
      Section 6, beneficial ownership shall be determined in accordance with Section
      13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
      promulgated thereunder. The provisions of this Section 6(ii) shall be construed
      and implemented in a manner otherwise in strict conformity with its terms,
      to
      correct this section (or any portion hereof) which may be defective or
      inconsistent with the intended Beneficial 


    4


    
    



    


    Ownership
      Limitation herein contained or to make changes or supplements necessary or
      desirable to properly give effect to such limitation. 


            7.       
      Adjustment of Exercise Price and Number of Shares. The
      character of the shares of stock or other securities at the time issuable upon
      exercise of this Warrant and the Exercise Price therefor, are subject to
      adjustment upon the occurrence of the following events, and all such adjustments
      shall be cumulative: 


          
                  a.       
Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
      Etc. The Exercise Price of this Warrant and the number of shares of
      Common Stock or other securities at the time issuable upon exercise of this
      Warrant shall be appropriately adjusted to reflect any stock dividend, stock
      split, combination of shares, reclassification, recapitalization or other
      similar event affecting the number of outstanding shares of stock or securities.
      


          
                  b.       
Adjustment for Reorganization, Consolidation, Merger, Etc. In
      case of any consolidation or merger of the Company with or into any other
      corporation, entity or person, or any other corporate reorganization, in which
      the Company shall not be the continuing or surviving entity of such
      consolidation, merger or reorganization (any such transaction being hereinafter
      referred to as a “Reorganization”) then, in each
      case, the Warrant Holder, on exercise hereof at any time after the consummation
      or effective date of such Reorganization (the “Effective
      Date”), shall receive, in lieu of the shares of stock or other
      securities at any time issuable upon the exercise of this Warrant prior to
      the
      Effective Date, the stock and other securities and property (including cash)
      to
      which such Warrant Holder would have been entitled upon the Effective Date
      if
      such Warrant Holder had exercised this Warrant immediately prior thereto (all
      subject to further adjustment as provided in this Warrant). 


          
                  c.       
Certificate as to Adjustments. In case of any adjustment or
      readjustment in the price or kind of securities issuable on the exercise of
      this
      Warrant, the Company will promptly give written notice thereof to the Warrant
      Holder in the form of a certificate, certified and confirmed by the Company’s
      Board of Directors, Chief Financial Officer (CFO) or Chief Executive Officer
      (CEO), setting forth such adjustment or readjustment and showing in reasonable
      detail the facts upon which such adjustment or readjustment is based.



          
                  d.       
The Company fails to meet certain earnings per share
      projections. In the event the Company earns between $0.01 and $0.0001
      per share (where such earnings in this paragraph shall always be defined as
      earnings on a pre taxed fully diluted basis as reported for the fiscal year
      ended June 30, 2006 from recurring operations before any non recurring items
      (such as fees paid or accrued by the Company in connection with funding obtained
      under the Purchase Agreement, and the P&L impact of the Employee Stock
      Option Plan implemented pursuant to paragraph 6.22 of the Purchase Agreement),
      the Exercise Price shall be reduced proportionately by 0% if the earnings are
      $0.01 per share and by 99% if the earnings are $0.0001 per share. For example,
      if the Company earns $0.008 per share, or 20% below $0.01 per share, then the
      Exercise Price shall be reduced by 20%. Such reduction shall be made at the
      time
      the June 30, 2006 financial results are reported and shall be made based on
      the
      Exercise Price in effect at that time, and shall be cumulative upon any other
      changes to the Exercise Price of the 


    5


    
    



    


    warrant
      that may already have been made. In the event the Company earns below $0.0001,
      or has a loss, the Exercise Price shall be reduced by 99%. 


          
                  e.       
In addition to any adjustment pursuant to Section 7 (d) of this Agreement,
      in
      the event the Company’s Pre-Tax Income for the year ended June 30, 2007 is
      between $0.056 and $0.0001 per share on a fully-diluted basis, then the
      conversion price shall be reduced proportionately by 0% if the fully-diluted
      Pre
      Tax Income is $0.056 per share or greater and by 99% if the fully-diluted Pre
      Tax Income is $0.0001 per share or less. For example if the earnings are $0.045
      per share (20% Decline) then the Conversion Price, as defined in the Certificate
      of Designation, shall be reduced by 20% of the then current conversion price
      per
      share. Fully-diluted Pre-Tax Income Per Share shall be based on the number
      of
      outstanding shares of Common Stock plus all shares of Common Stock issuable
      upon
      conversion of all outstanding convertible securities and upon exercise of all
      outstanding warrants, options and rights, regardless of whether (i) such shares
      would be included in determining diluted earnings per share and (ii) such
      convertible securities are subject to a restriction or limitation on exercise.
      Thus, for purpose of determining fully-diluted Pre-Tax Income Per Share, the
      four and nine tenths percent (4.9%) Limitation shall be disregarded. The
      adjustment to the conversion price shall be made within five business days
      of
      the audited numbers being reported to the SEC. 


          
                  f.       
The Company sells, grants or issues any shares, options, warrants,
      or
      any instrument convertible into shares or equity in any form below the exercise
      price per share of the warrant. In the event the Company sells, grants
      or issues any shares, options, warrants, or any security convertible or
      exercisable into shares of capital stock of the Company in any form below the
      current Exercise Price, then the Exercise Price shall be reduced to such lower
      price per share. Such reduction shall be made at the time such transaction
      is
      executed. 


          
                  g.       
Exempt Issuances. No adjustment shall be made under this
      Section 7 on account of any Exempt Issuance. As used in this Section 7, the
      term
“Exempt Issuance” means the issuance of (i) shares of Common Stock or options to
      employees, officers or directors of the Company pursuant to any stock or option
      plan duly adopted by a majority of the non-employee members of the board of
      directors of the Company or a majority of the members of a committee of
      non-employee directors established for such purpose; (ii) securities upon the
      exercise of or conversion of any securities issued hereunder, convertible
      securities, options or warrants issued and outstanding on the date of this
      Warrant, provided that such securities have not been amended since the date
      of
      this Warrant to increase the number of such securities; (iii) securities issued
      pursuant to acquisitions or strategic transactions, provided any such issuance
      shall only be to a Person which is, itself or through its subsidiaries, an
      operating company in a business synergistic with the business of the Company
      and
      in which the Company receives benefits in addition to the investment of funds,
      but shall not include a transaction in which the Company is issuing securities
      primarily for the purpose of raising capital or to an entity whose primary
      business is investing in securities; and (iv) securities repurchased by the
      Company pursuant to a right of first refusal. 

            8.       
      Fractional Shares. The Company shall not be required to
      cause to be issued fractional Warrant Shares on the exercise of this Warrant.
      The number of full Warrant Shares that shall be issuable upon the exercise
      of
      this Warrant shall be computed on the basis of the


    6


    
    



    


    aggregate
      number of Warrants Shares purchasable on exercise of this Warrant so presented.
      If any fraction of a Warrant Share would, except for the provisions of this
      Section 8, be issuable on the exercise of this Warrant, the Company shall pay
      an
      amount in cash equal to the Exercise Price multiplied by such fraction.



            9.       
      Sale or Merger of the Company. Upon a Change in Control,
      the restriction contained in Section 6(ii) shall immediately be released and
      the
      Warrant Holder will have the right to exercise this Warrant concurrently with
      such Change in Control event, unless the Warrant Holder notifies the Company
      within five (5) days of the Change in Control event that the Warrant Holder
      wishes to retain such restriction. For purposes of this Warrant, the term
“Change in Control” shall mean a consolidation or merger of the Company with or
      into another company or entity in which the Company is not the surviving entity
      or the sale of all, or substantially all, of the assets of the Company to
      another company or entity not controlled by the then existing stockholders
      of
      the Company in a transaction or series of transactions. 


            10.     
      Notice of Intent to Sell or Merge the Company. Subject
      to the disclosure requirements of Regulation FD, The Company
      will give Warrant Holder ten (10) business days notice before the event of
      a
      sale of all, or substantially all, of the assets of the Company or the merger
      or
      consolidation of the Company in a transaction in which the Company is not the
      surviving entity. 


            11.     
      Issuance of Substitute Warrant. In the event of a
      merger, consolidation, recapitalization or reorganization of the Company or
      a
      reclassification of the Company shares of stock, which results in an adjustment
      to the number of shares subject to this Warrant and/or the Exercise Price
      hereunder, the Company agrees to issue to the Warrant Holder a substitute
      Warrant reflecting the adjusted number of shares and/or Exercise Price upon
      the
      surrender of this Warrant to the Company. 


            12.     
      Notice. All notices and other communications hereunder
      shall be in writing and shall be deemed to have been given (i) on the date
      they
      are delivered if delivered in person; (ii) on the date initially received if
      delivered by facsimile transmission followed by registered or certified mail
      confirmation; (iii) on the date delivered by an overnight courier service;
      or
      (iv) on the third business day after it is mailed by registered or certified
      mail, return receipt requested with postage and other fees prepaid as
      follows: If to the Company:


    
      	 
	Vein
              Associates of America,
              Inc.


    



    
      	 
	400
              International Parkway
Suite 400 
Heathrow, Florida
              32746
Facsimile No.: 407.708.5819
Attention: Eric
              Luetkemeyer


    



    
      	 
	with
              a copy to:



    


    
      	 
	Herrick,
              Feinstein LLP


    



    7


    
    


    


    
      	 
	2
              Park Avenue
New York, New York 10016
Facsimile No.:
              212.545.3322
Attention: Daniel A. Etna



    



    
      	 
	If
              to the Warrant
              Holder:


    



    
      	 
	To
              the address set forth on page 1 of this Warrant.
              


    



            13.     Miscellaneous.


          
                  a.       This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only by a writing signed by the Company and the Warrant Holder. 


          
                  b.       
Nothing in this Warrant shall be construed to give to any Person, other than
      the
      Company and the Warrant Holder, any legal or equitable right, remedy or cause
      of
      action under this Warrant. This Warrant shall be for the sole and exclusive
      benefit of the Company and the Warrant Holder. 


          
                  c.       
This Warrant shall be governed by, construed and enforced in accordance with
      the
      internal laws of the State of New York without regard to the principles of
      conflicts of law thereof. 


          
                  d.       
The headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions hereof.
      


          
                  e.       
In case any one or more of the provisions of this Warrant shall be invalid
      or
      unenforceable in any respect, the validity and enforceablilty of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonably
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant. 


          
                  f.       
The Warrant Holder shall not, by virtue hereof, be entitled to any voting or
      other rights of a shareholder of the Company, either at law or equity, and
      the
      rights of the Warrant Holder are limited to those expressed in this Warrant.
      


    [Remainder
      of page intentionally left blank.
Next page is signature
      page.] 


    8


    
    


    


            IN WITNESS
      WHEREOF, the
      Company has caused the execution and delivery ofthis Warrant as of the Original
      Issue Date set forth above. 


    Vein
      Associates of America, Inc. 



    By:
/s/ Eric
      Luetkemeyer
Name: Eric Luetkemeyer,
      President


    


    FORM
      OF ELECTION TO PURCHASE 


    (To
      be
      executed by the Warrant Holder to exercise the right to purchase shares of
      Common Stock under the foregoing Warrant) 


    To:
Vein
      Associates of America, Inc:


    In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase ______________ shares of
      Common Stock (“Common Stock”), $.001 par value, of Vein Associates of America,
      Inc, and encloses the Warrant and $____ for each share of Common Stock being
      purchased or an aggregate of $_____________ in cash or certified or official
      bank check or checks, which sum represents the aggregate Exercise Price (as
      defined in the Warrant) together with any applicable taxes payable by the
      undersigned pursuant to the Warrant. Alternately, subject to the limitations
      of
      Section 5(e) of this Warrant, the undersigned elects to make a Cashless Exercise
      pursuant to Section 5(d), to receive a Net Number of ___________ Warrant Shares
      (using the last reported sale price of $_______). 


    The
      undersigned requests that certificates for the shares of Common Stock issuable
      upon this exercise be issued in the name of: 


    _____________________________________________



    _____________________________________________



    _____________________________________________

(Please
      print name and
      address) 


    _____________________________________________

(Please
      insert Social
      Security or Tax Identification Number) 


    If the
      number of shares of Common Stock issuable upon this exercise shall not be all
      of
      the shares of Common Stock which the undersigned is entitled to purchase in
      accordance with the enclosed Warrant, the undersigned requests that a New
      Warrant (as defined in the Warrant) evidencing the right to purchase the shares
      of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
      in the name of and delivered to: 


    _____________________________________________



    _____________________________________________



    _____________________________________________

(Please
      print name and
      address) 


    
      	Dated:______________	Name
              of Warrant Holder: 


    



    
      	 
	(Print)_________________________________________

(By:)__________________________________________

(Name:)________________________________________

(Title:)_________________________________________
              


    



    
      	 
	Signature
              must conform in all respects to name of
Warrant Holder
              as specified on the face of the Warrant