AGREEMENT TO ENTER INTO AN AGREEMENT WITH AN INDEPENDENT BROKER-DEALER

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ECHO HEALTHCARE ACQUISITION CORP. | Morgan Joseph & Co. Inc.

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Title: AGREEMENT TO ENTER INTO AN AGREEMENT WITH AN INDEPENDENT BROKER-DEALER
Date: 2/2/2006

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February 1, 2006

Morgan Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020

Re:	Echo Healthcare Acquisition Corp.

Ladies and Gentlemen:

Reference is made to the Registration Statement (the “Registration Statement”) and any amendments thereto on Form S-1, (File No. 333-126650), filed with the Securities and Exchange Commission pursuant to which Echo Healthcare Acquisition Corp. (“ Company ”) has registered its initial public offering (“IPO”) of units (“ Units ”) consisting of one share of common stock, par value $.0001 per share (“Common Stock”) and one warrant (“Warrant”), each to purchase one share of Common Stock. Each of the shares of Common Stock and Warrants may trade separately on or after the 90^th day after the date of the effective date of the Registration Statement unless Morgan Joseph & Co., Inc. (“Morgan Joseph”), as the representative of the several underwriters, determines that an earlier date is acceptable.

The undersigned hereby agrees with Morgan Joseph & Co. Inc. that on the date hereof he will enter into an agreement or plan in accordance with the guidelin

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