WARRANT TO PURCHASE COMMON STOCK OF ECHO THERAPEUTICS, INC.

Exhibit 10.3

WARRANT

TO PURCHASE COMMON STOCK

OF

ECHO THERAPEUTICS, INC.

Issue Date: March 24, 2008		Warrant No.

     THIS WARRANT of ECHO THERAPEUTICS, INC., a Minnesota corporation (the “ Company ”), certifies that                      ., a                      company, and its successors and permitted assigns (the “ Holder ”), has the right to purchase up to                       shares (such shares, the number of which may be adjusted hereunder, are referred to herein as the “ Warrant Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”). The per share purchase price payable by the Holder for the Warrant Shares shall be $2.00 (such price, as may be adjusted hereunder, is referred to herein as the “ Exercise Price ”). The Holder may exercise this Warrant at any time and from time to time beginning on the Issue Date and ending at 5:00 p.m., New York City time, on the fifth anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day.

     This Warrant has been issued pursuant to a Securities Purchase and Loan Agreement, dated as of the date hereof (the “ Securities Purchase Agreement ”), by and between the Company and the Holder.

     1.  DEFINITIONS .

     (a)  Defined Terms . The following terms shall apply to this Warrant:

          “ Assumed Variable Market Price ” has the meaning set forth in Section  4(d)(ii) (B) of this Warrant.

          “ Cash Exercise ” and “ Cashless Exercise ” have the respective meanings set forth in Section 2(c) of this Warrant.

          “ Common Stock ” has the meaning set forth in the preamble to this Warrant.

          “ Company ” has the meaning set forth in the preamble to this Warrant.

          “ Convertible Securities ” means any stock or securities (other than Options) of the Company convertible into or exercisable or exchangeable for Common Stock .

          “ Delivery Date ” has the meaning set forth in Section  3(a) of this Warrant.

          “ Determination Date ” has the meaning set forth in Section  4(b) of this Warrant.

          “ Dilutive Issuance ” has the meaning set forth in Section  4(d)(i) of this Warrant.

          “ Dispute Procedure ” has the meaning set forth in Section  2(b) of this Warrant.

          “ Distribution ”, “ Distribution Date ” and Distribution Notice ” have the respective meanings set forth in Section 4(b) of this Warrant.

          “ Distribution Per Share Value ” means, with respect to a Distribution, the aggregate fair market value of the assets to be so distributed divided by the number of shares of Common Stock as to which such Distribution is to be made. For purposes of this definition, the fair market value of any distributed assets shall be the value agreed to by the Company and the Holder in good faith. If the Company and the Holder are unable to agree on such fair market value within three Business Days, the Company shall submit such dispute to an independent investment banking firm of national reputation reasonably acceptable to the Holder, and shall cause such investment banking firm to perform such determination and notify the Company and the Holder of the results of determination no later than five Business Days from the time such dispute was submitted to it by the Company. Such investment bank’s determination shall be deemed conclusive absent manifest error. The fees of any such investment bank shall be borne by the party whose calculations were most at variance with those of such investment bank.

          “ DTC ” has the meaning set forth in Section  3(b) of this Warrant.

          “ Excluded Securities ” means (i) issuances of shares of Common Stock or Options to employees, officers, directors or consultants of the Company duly approved by a majority of the disinterested members of the Board of Directors or a majority of the disinterested

members of a committee of the Board of Directors established for such purpose; (ii) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Issue Date, provided that such securities have not been amended since the Issue Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; (iii) securities issued at fair market value in connection with acquisitions or strategic transactions approved by a majority of the disinterested members of the Board of Directors, but not including a transaction with an entity whose primary business is investing in securities or a transaction, the primary purpose of which is to raise capital; (iv) the exercise of this Warrant or any portion hereof; (v) the issuance of securities at fair market value pursuant to any equipment financing or commercial business arrangement with one or more banks or similar financial or lending institutions approved by the Board of Directors to the extent such issuances do not, in the aggregate, exceed two percent (2%) of the issued and outstanding shares of Common Stock on the date hereof; (vi) the issuance of any shares of Common Stock or Convertible Securities as payment of interest in connection with the Company’s 8% Senior Convertible Promissory Notes, due February 12, 2011, in accordance with the terms of such notes as in effect as of the Execution Date; (vii) securities issued in any transaction that is approved in writing by the Holder; and (viii) shares of Common Stock issued in connection with any subdivision of Common Stock covered by Section 4(a) .

          “ Exercise Date ” has the meaning set forth in Section  2(a) of this Warrant.

          “ Exercise Default ” has the meaning set forth in Section  3(c) of this Warrant.

          “ Exercise Notice ” has the meaning set forth in Section  2(a) of this Warrant.

          “ Exercise Price ” has the meaning set forth in the preamble to this Warrant.

          “ Holder ” has the meaning set forth in the preamble to this Warrant.

          “ Issue Date ” means the Issue Date set forth on the front page of this Warrant.

          “ Major Transaction ” means the existence, occurrence or public announcement of, or entering into an agreement contemplating, a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock shall be changed into, or exchanged or tendered for, the same or a different number of shares of the same or another class or classes of stock or securities or other assets of the Company or another entity, or the Company shall sell all or substantially all of its assets. A subdivision or combination of Common Stock that is covered by Section 4(a) shall not constitute a “Major Transaction”.

          “ Market Price ” means, as of a particular date, the highest daily VWAP during the period of 20 consecutive Trading Days occurring immediately prior to (but not including) such date.

          “ Options ” means any rights, warrants or options to subscribe for, purchase or receive Common Stock or Convertible Securities.

          “ Record Date ” has the meaning set forth in Section  4(b) of this Warrant.

          “ Securities Purchase Agreement ” has the meaning set forth in the preamble to this Warrant.

          “ VWAP ” means, with respect to a Trading Day, the volume weighted average price of the Common Stock for such Trading Day on the Principal Market as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable reporting service of national reputation selected by the Company and reasonably satisfactory to the Holder. If VWAP cannot be calculated for the Common Stock on such Trading Day on the foregoing bases, then the Company shall, at its sole cost and expense, submit such calculation to an independent investment banking firm of national reputation reasonably acceptable to the Holder, and shall cause such investment banking firm to perform such determination and notify the Company and the Holder of the results of determination no later than five Business Days from the time such calculation was submitted to it by the Company.

          “ Warrant Shares ” has the meaning set forth in the preamble to this Warrant.

     (b)  Terms Defined in the Securities Purchase Agreement . Any capitalized term used but not defined herein has the meaning specified in the Securities Purchase Agreement.

     (c)  Usage . All definitions contained in this Warrant are equally applicable to the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of similar import refer to this Warrant as a whole and not to any particular provision of this Warrant.

2. EXERCISE OF WARRANT .

     (a)  Exercise Notice . In order to exercise this Warrant, the Holder shall (i) deliver to the Company a completed exercise notice in the form attached hereto as Exhibit A (the “ Exercise Notice ”) and (ii) pay the Exercise Price in accordance with Section 2(c) . The Holder shall promptly thereafter deliver this Warrant to the Company for cancellation (and replacement with a new Warrant if exercised in part) pursuant to Section 2(e) . The Holder shall be deemed to have exercised this Warrant on the date (the “ Exercise Date ”) on which the applicable Exercise Notice was deemed delivered under Section 5(b) .

     (b)  Disputes . In the case of a dispute as to the calculation of the Exercise Price or the number of Warrant Shares issuable hereunder (including, without limitation, the calculation of any adjustment pursuant to Section 4 ), the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and shall submit the disputed calculations to a certified public accounting firm of national recognition (other than the Company’s independent accountants and reasonably acceptable to the Holder) within three Business Days following the applicable Exercise Date. The Company shall use its best efforts to cause such accountant to calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to

notify the Company and the Holder of the results in writing no later than three Business Days following the day on which such accountant received the disputed calculations (the “ Dispute Procedure ”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the party whose calculations were most at variance with those of such accountant.

     (c)  Payment of Exercise Price; Cashless Exercise . The Holder may pay the Exercise Price in either of the following forms or, at the election of Holder, a combination thereof:

          (i) through a cash exercise (a “ Cash Exercise ”) by delivering immediately available funds, or

          (ii) if an effective Registration Statement is not available for the resale of all of the Warrant Shares issuable hereunder at the time an Exercise Notice is delivered to the Company, through a cashless exercise (a “ Cashless Exercise ”), as hereinafter provided. The Holder may effect a Cashless Exercise by surrendering this Warrant to the Company and noting on the Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon which the Company shall issue to the Holder the number of Warrant Shares determined as follows: