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Imperium Master
Fund, Ltd.
c/o Imperium Advisers, LLC
1120 Avenue of the Americas
New York, NY 10036
Attention: John Michaelson
Reference is made
to that certain Securities Purchase and Loan Agreement (as amended
to date, the “ Loan Agreement” ), dated as of
March 24, 2008, by and between Echo Therapeutics, Inc., a
Delaware corporation (the “ Company ”), and
Imperium Master Fund, Ltd., a Cayman Islands company (“
Imperium” ). Reference is also made to that certain
Original Issue Discount Senior Secured Note, dated March 24,
2008 (the “ Senior Secured Note ”), issued by
the Company to Imperium pursuant to the Loan Agreement. Capitalized
terms used herein but not defined shall have the meanings ascribed
thereto in the Loan Agreement and/or the Senior Secured Note.
Pursuant to Section 5(c) of the Senior Secured Note, the terms of
the Senior Secured Note may be amended or waived by a written
instrument executed by the Company and Imperium.
The Company and
Imperium hereby agree
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