AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT

                                 AMENDMENT NO. 1

                                       TO

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

         This Amendment No. 1 (the "Amendment") to the Investment Management

Trust Agreement (the "Agreement") dated August 3, 2005, is made as of October

__, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "Company") and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Trustee"). Any terms used

herein but not defined shall have the meaning set forth in the Agreement.

         WHEREAS, the Company's Registration Statement on Form S-1, File No.

333-124712 for its initial public offering of securities (the "IPO") was

declared effective as of July 28, 2005 by the Securities and Exchange

Commission; and

         WHEREAS, the funds received by the Company in the IPO, including funds

received upon exercise of a portion of the underwriters' overallotment option,

have been deposited in a trust account managed by the Trustee; and

         WHEREAS, the Company and the Trustee desire to enter into this

Amendm