ex10-1.htm


    
      

    

    Exhibit
      10.1

    


    SECOND
      AMENDMENT TO

    SUBORDINATED
      REVOLVING LINE OF CREDIT AGREEMENT

    


    THIS
      FIRST AMENDMENT TO
      SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENT (this
“Amendment”) is made and effective as of November 2, 2007, by and between
      ECHO HEALTHCARE ACQUISITION CORP., a Delaware corporation (the
“Borrower”), and the individuals and entities set forth on Schedule A
      (the “Lenders”) of the Credit Agreement (as defined herein).

    


    RECITALS

    


    A.           The
      Borrower and the Lenders are parties to that certain Subordinated Revolving
      Line
      of Credit Agreement, dated as of March 22, 2006 and amended by a First Amendment
      thereto dated August 11, 2007 (as amended, the “Credit
      Agreement”).

    


    B.           The
      Borrower and the Lenders have agreed to amend the Credit Agreement and the
      outstanding Revolving Line of Credit Notes thereunder upon the terms and
      conditions set forth in this Amendment.

    


    STATEMENT
      OF AGREEMENT

    


    NOW,
      THEREFORE, for
      and in consideration of the premises, the mutual covenants herein contained,
      and
      other good and valuable consideration, the receipt, adequacy and sufficiency
      of
      which is hereby acknowledged, the Borrower and the Lenders hereby agree as
      follows:

    


    1.           Sections
      1.1 and 6.4 of the Credit Agreement and Exhibit A thereto, and each outstanding
      Revolving Line of Credit Note issued under the Credit Agreement, are hereby
      amended by deleting each reference to the amount “$750,000” and inserting the
      amount “$1,500,000” in replacement thereof.

    


    2.           Agreement
      Ratified.  Except as modified by this Amendment, the Borrower and
      the Lenders do hereby ratify and reaffirm each and every provision of the Credit
      Agreement.  The Credit Agreement shall remain in full force and effect
      in accordance with its terms, as modified by this Amendment. This Amendment
      shall bind and inure to the benefit of the Borrower and the Lenders and their
      respective successors and permitted assigns under the Credit
      Agreement.

    


    3.           Defined
      Terms.  All defined terms used herein and not separately defined
      herein shall have the meaning set forth in the Credit Agreement.

    


    4.           Governing
      Law.  This Amendment shall be construed and interpreted under the
      laws of the State of Delaware.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    5.           Counterparts;
      Facsimile Signatures.  This Amendment may be executed in any
      number of counterparts, each of which when executed shall be deemed to be an
      original and all of which counterparts taken together shall constitute but
      one
      and the same instrument.  The parties agree that facsimile signatures
      shall be sufficient to bind them hereto.

    


    IN
      WITNESS WHEREOF,
each of the parties hereto has caused this Amendment to be executed
      on
      this 2nd  day, of
      November, 2007.

    


    
      	 	
              Borrower:

            
	 	 
	 	
              Echo
                Healthcare Acquisition Corp.

            
	 	 
	 	
              By:  /s/
                Kevin Pendergest

            
	 	
              Kevin
                Pendergest, Chief Financial Officer

            
	 	 
	 	 
	 	
              Lenders:

            
	 	 
	 	 
	 	
              /s/
                Richard O. Martin

            
	 	
              Richard
                O. Martin, Ph.D.

            
	 	 
	 	 
	 	 
	 	
              /s/
                Gene E. Burleson

            
	 	
              Gene
                E. Burleson

            
	 	 
	 	 
	 	
              Chicago
                Investments, Inc.

            
	 	 
	 	
              By:  /s/
                Josh S. Kanter

            
	 	
              Josh
                S. Kanter, President

            


    

    


    
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