SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENT

SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENT

This Subordinated Revolving Line of Credit Agreement (this “ Agreement ”) is made as of ________, 2006 by and between Echo Healthcare Acquisition Corp., a Delaware corporation (“ Borrower ”), and the individuals and entities set forth on Schedule A (“ Lenders ”), with reference to the following facts.

(a)  Borrower has been organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (a “ Business Combination ”).

(b)  Borrower proposes to: (a) make a public offering (the “ Public Offering ”) of its securities pursuant to a registration statement (the “ Registration Statement ”) filed with and declared effective by the Securities and Exchange Commission (the “ SEC ”); (b) deposit the proceeds from the Public Offering into a trust account (the “ Trust Account ”) for the benefit of the purchasers of securities in the Public Offering, net of offering costs, underwriting discounts, to be held and disbursed in accordance with the terms of the Investment Management Trust Agreement to be entered into between Borrower and Corporate Stock Transfer, Inc. as trustee (the “ Trust Agreement ”); and (c) utilize the funds in the Trust Account in connection with a Business Combination.

(c)  Borrower may need funds to pay costs and expenses prior to consummation of a Business Combination.

(d)  On the terms and subject to the conditions set forth in this Agreement, Lenders are willing to make available to Borrower a revolving line of credit to pay certain costs and expenses that may arise prior to a Business Combination (the “ Loan ”).

AGREEMENT

1.   The Loan

1.1  Lenders agree to make advances to Borrower, and Borrower agrees to repay such advances, from time to time in accordance with the terms and conditions of this Agreement and the form of revolving promissory note attached hereto as Exhibit A (the “ Note ”); provided, however, that notwithstanding anything to the contrary in this Agreement, at no time shall the aggregate of all advances and readvances outstanding under the Loan at any time exceed $750,000. This Agreement and the Note are each sometimes referred to in this Agreement individually as a “ Loan Document ,” and are sometimes collectively referred to as the “ Loan Documents .”

1.2.1  Upon a material breach or default of any representation, warranty or agreement of Borrower that is not cured or corrected within 20 days of notice of such breach from Lender;

1.2.4  Two years after the effective date of the Registration Statement, provided that Borrower may request advances after that date solely to pay reasonable costs and expenses in connection with liquidation of Borrower;

1.2.5 Thirty days after Borrower provides written notice to Lender of its termination of this Agreement and the Loan facility, and the payment of all amounts due hereunder to Lender.

2.   Conditions of Advances .  Upon reasonable advance request from Borrower, Lenders shall make advances to or as directed by Borrower, provided that each and all of the following conditions is satisfied:

2.3  The representations and warranties of Borrower in the Loan Documents shall be true and correct in all material respects;

3.   Borrower Representations

3.1.1  Borrower has full power and authority to execute and deliver this Agreement and the other Loan Documents to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder. This Agreement and such Loan Documents constitute the valid and legally binding obligations of the Borrower and are enforceable against Borrower in accordance with their terms.

3.1.2  Neither the execution and the delivery of the Loan Documents by Borrower, nor the consummation of the transactions contemplated by the Loan Documents, nor the borrowing by Borrower, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Borrower is subject or any provision of the Certificate of Incorporation or Bylaws of Borrower, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any entity or natural person (each, a “ Person ”) the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which Borrower is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any security interest upon any of its assets), in each case other than where such violation, conflict, breach, default, acceleration or creation of right would not reasonably be expected to have a material adverse effect on the ability of Borrower to repay amounts due under the Note in accordance with the terms of the Loan Documents. (a “ Material Adverse Effect ”).

3.1.3  Borrower does not need to give any notice to, make any filing with, or obtain any authorization, permit, certificate, registration, consent, approval or order of any government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement, except where the failure would not reasonably be expected to have a Material Adverse Effect.

3.1.4  The conditions to the obligation of Lenders to make the advance, as set forth in Section 2, shall be satisfied.

3.2  Each and every representation and warranty made by Borrower in this Agreement shall be deemed renewed and remade upon the making of each and every advance or readvance under the Note that Lenders may make.

4.   Borrower Covenants .  For as long as Lenders shall have a commitment to make advances or there shall be any outstanding balance on the Loan, without the prior consent of Lenders, Borrower shall:

4.1  use the proceeds of any advance made hereunder only for: (a) prior to the closing of the Public Offering, costs and expenses of the Public Offering, including legal, accounting, printing and “road show” expenses; and (b) after the Closing of the Public Offering, ordinary and reasonable operating costs and expenses during the period Borrower seeks to identify, investigate, negotiate and consummate a Business Combination, including Borrower’s reporting obligations with the SEC, the audit and review of Borrower’s financial statements, identifying and investigating potential targets for a Business Combination, deposits, down payments or funding of “no-shop” provisions in connection with a particular Business Combination, negotiating and closing the Business Combination, legal and other professional fees and expenses, fees, salaries and compensation for directors, officers, employees, consultants and advisors, and insurance premiums;

4.2  not declare or pay any dividend or distribution with respect to, or repurchase or redeem any shares of, the capital stock of Borrower, provided that this shall not prohibit payments from the Trust Account to stockholders of Borrower in accordance with the Trust Agreement;

4.3  not engage in any business other than identifying, investigating, negotiating and closing a Business Combination;

4.4  make any material capital expenditure or purchase any material property or asset (other than office supplies and equipment); and

4.5  upon request of Lenders, provide to Lenders copies of all filings with the Securities and Exchange Commission.

5.   No Recourse to Trust Account

Lenders, on behalf of themselves and their successors and assigns, hereby acknowledge and agree that under no circumstance shall Lenders have any right, title or interest in or to any of the funds in the Trust A