Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    

      SUBORDINATED
        REVOLVING LINE OF CREDIT AGREEMENT 

      


           This
        Subordinated Revolving Line of Credit Agreement (this “Agreement”)
        is made as of March 22, 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  Lenders’
        obligation to make advances shall expire upon the first to occur of the
        following: 

      


               
        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; 

      


                1.2.2  Upon
        consummation of a Business Combination; 

      


                1.2.3  Upon
        notice from any Lender at any time prior to the effectiveness of the
        Registration Statement; 

      


                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: 

      


           2.1  Borrower
        shall have executed and delivered the Note to Lenders, as applicable;


      


           2.2  The
        aggregate amount of outstanding advances following such advance shall not
        exceed
        $750,000; 

      


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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


           2.4  Borrower
        shall have complied in all material respects with each of its agreements
        in the
        Loan Documents; 

      


           2.5  The
        advances shall be used only for such purposes as are set forth in
        Section 4.1 of this Agreement; and 

      


           2.6  Prior
        to the effectiveness of the Registration Statement, Lenders consent to the
        advance. 

      


      


      3.  Borrower
        Representations 

      


           3.1  Borrower
        represents and warrants as follows: 

      


                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 Account, notwithstanding the fact
        that
        such funds were received for the purchase and sale of securities of Borrower,
        or
        any funds distributed from the Trust Account other than in a Business
        Combination Distribution (as defined below), and that their sole recourse
        for
        repayment of any and all amounts due under the Note shall be against the
        assets
        or properties of Borrower never deposited into the Trust Account or distributed
        to Borrower from the Trust Account in a Business Combination Distribution.
        Lenders hereby irrevocably waive any claim that they might have to funds
        in the
        Trust Account, and any funds distributed from the Trust Account other than
        in a
        Business Combination Distribution, at law or in equity, agree not to make
        any
        such claim, and agree to indemnify and hold Borrower harmless from any such
        claim made by or on behalf of Lenders. For purposes of this Section 5, a
“Business
        Combination Distribution”
        means a distribution from the Trust Account in connection with the consummation
        of a Business Combination pursuant to the Trust Agreement. 

      


      6.  Events
        of Default.  The
        occurrence of any of the following shall constitute an event of default (an
        “Event
        of Default”)
        hereunder and under each and every other Loan Document: 

      


           6.1  The
        Borrower shall fail to pay any principal, interest or any other amount as
        and
        when due and payable under any Loan Document; 

      


           6.2  Any
        representation or warranty which is made or deemed made in any Loan Document
        by
        the Borrower shall prove to have been incorrect or misleading in any material
        respect on or as of the date made or deemed made or remade; 

      


           6.3  The
        Borrower shall fail to perform or observe any term, provision, covenant,
        or
        agreement contained in any Loan Document to be performed or observed by the
        Borrower (other than any payment obligation) and such failure shall continue
        more than 20 days after notice thereof from Lenders; 

       

          
        6.4  The Borrower shall (a) generally not, or be unable to, or
        admit in writing its inability to, pay its debts as such debts become due,
        only
        after the Company has borrowed the entire $750,000 pursuant hereto; or
        (b) make an assignment for the benefit of creditors, or petition or apply
        to any tribunal for the appointment of a custodian, receiver, or trustee
        for it
        or a substantial part of its assets; or (c) commence any proceeding under
        any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution,
        or liquidation law or statute of any jurisdiction, whether now or hereafter
        in
        effect; or (d) have any such petition or application filed or any such
        proceeding commenced against it in which an order for relief is entered or
        adjudication or appointment is made and which remains undismissed for a period
        of 30 days or more; or (e) by any act or omission to act indicate consent
        to, approval of, or acquiescence in any such petition, application, or
        proceeding, or order for relief, or the appointment of a custodian, receiver,
        or
        trustee for all or any such substantial part of its properties; or
        (f) suffer any such custodianship, receivership, or trusteeship for all or
        any substantial part of its properties; or (g) suffer any such
        custodianship, receivership, or trusteeship to continue undischarged for
        a
        period of 30 days or more; or


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


           6.5  At
        any time after execution and delivery of this Agreement, and for any reason
        at
        no fault of Lender, any Loan Document shall cease to be in full force and
        effect
        and enforceable in accordance with its terms, or shall be declared null and
        void. 

      


      7.  Consequences
        of Default.  If
        an Event of Default shall occur, Lenders: 

      


           7.1  shall
        have no further obligation to make advances under the Loan Documents; and
        

      


           7.2  may
        declare the Note, all interest thereon, and all other amounts payable under
        this
        Agreement and any other Loan Document to be forthwith due and payable, whereupon
        the Note, all such interest, and all such amounts shall become and be forthwith
        due and payable, without presentment, demand, protest, or further notice
        of any
        kind, all of which are hereby expressly waived by Borrower. 

      


      8.  Miscellaneous
        Provisions 

      


           8.1  Notices.  All
        notices, requests, demands and other communications (collectively, “Notices”)
        given pursuant to this Agreement shall be in writing, and shall be delivered
        by
        personal service, courier, facsimile transmission or by United States first
        class, registered or certified mail, addressed to the following addresses:
        

      
        	
                 

              	
                 

              	
                 

              
	
                     
                  If to Borrower: 

              	
                 

              	
                Echo
                  Healthcare Acquisition Corp.

              
	
                 
                  

              	
                 

              	
                8000
                  Towers Crescent Drive, Suite 1300

              
	
                 
                  

              	
                 

              	
                Vienna,
                  VA 22182

              
	
                 
                  

              	
                 

              	
                Attention:
                  Joel Kanter

              
	
                 
                  

              	
                 

              	
                Facsimile:
                  (703) 991-0062

              
	
                 

              	
                 

              	
                 

              
	
                     
                  If to Lenders: 

              	
                 

              	
                c/o
                  Echo Healthcare Acquisition Corp.

              
	
                 
                  

              	
                 

              	
                8000
                  Towers Crescent Drive, Suite 1300

              
	
                 
                  

              	
                 

              	
                Vienna,
                  VA 22182

              
	 	 	
                Attention:
                  Gene E. Burleson

              
	 	 	
                Facsimile:
                  (703) 991-0062

              


      

           

      Any
        Notice, other than a Notice sent by registered or certified mail, shall be
        effective when received; a Notice sent by registered or certified mail, postage
        prepaid return receipt requested, shall be effective on the earlier of when
        received or the third day following deposit in the United States mails (or
        on
        the seventh day if sent to or from an address outside the United States).
        Any
        party may from time to time change its address for further Notices hereunder
        by
        giving notice to the other party in the manner prescribed in this Section.
        

      


           8.2  No
        Waivers; Remedies Cumulative.
        No failure or delay by a party in exercising any right, power or privilege
        hereunder shall operate as a waiver thereof, nor shall any single or partial
        exercise thereof preclude any other or further exercise thereof or the exercise
        of any other right, power or privilege. The rights and remedies provided
        herein
        shall be cumulative and not exclusive of any rights or remedies provided
        by law.


      


           8.3  Amendments
        and Waivers.
        Any provision of this Agreement may be amended or waived if, but only if,
        such
        amendment or waiver is in writing and is signed by Borrower and Lenders and
        such
        amendment is approved by the Board of Directors of Borrower. 

      


           8.4  Successors
        and Assigns.
        Borrower may not assign its right or duties hereunder without the prior written
        consent of Lenders, which consent Lenders may deny, withhold or delay in
        its
        sole and absolute discretion. 

      


           8.5  Governing
        Law.
        This Agreement has been made and entered into in the State of Delaware and
        shall
        be construed in accordance with the laws of the State of Delaware without
        giving
        effect to the principles of conflicts of law thereof.

      


           8.6  Prior
        Understandings.
        This Agreement supersedes all prior understandings and agreements (whether
        written, oral or otherwise) pertaining to the subject matter hereof, and
        constitutes the entire agreement between the parties hereto relating to the
        subject matter hereof and the transactions provided for herein.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


           8.7  Counterparts.
        This Agreement may be executed in any number of counterparts each of which
        shall
        be deemed an original and all of which shall constitute one and the same
        agreement with the same effect as if all parties had signed the same signature
        page. The parties shall accept facsimile signatures as the equivalent of
        original ones. 

      


           8.8  Severability.
        If any provision of this Agreement or the application of such provision to
        any
        Person or circumstance will be held invalid, the remainder of this Agreement
        or
        the application of such provision to Persons or circumstances other than
        those
        to which it is held invalid will not be affected thereby. 

      


           8.9  Additional
        Documents and Acts.
        Borrower shall execute and deliver such additional documents and instruments
        and
        shall perform such additional acts as may be necessary or appropriate to
        effectuate, carry out and perform all of the terms, provisions, and conditions
        of this Agreement and the transactions contemplated by this Agreement.


      


           8.10  Survival.
        All indemnities, rights, remedies, representations and warranties contained
        herein shall survive the expiration or termination of this Agreement, and
        no
        termination or expiration hereof shall relieve either party from liability
        for
        any breach of this Agreement. 

      


      8.11
        No
        Usury.
        Regardless
        of any other provision of this Agreement or the Note, if for any reason the
        effective interest should exceed the maximum lawful interest, the effective
        interest shall be deemed reduced to, and shall be, such maximum lawful interest,
        and (i) the amount which would be excessive interest shall be deemed
        applied
        to the reduction of the principal balance
        of the Note and not to the payment of interest, and (ii) if the loan evidenced
        by the Note has been or is thereby paid in full, the excess shall be returned
        to
        the party paying same, such application to the principal balance of the Note
        or
        the refunding of excess to be a complete settlement and acquittance thereof.
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      


           IN
        WITNESS WHEREOF, the parties have executed and delivered this Agreement to
        one
        another as of the date first above written. 

      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                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
                  Kanter, President

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                BORROWER:

              	
                 

              	
                ECHO
                  HEALTHCARE ACQUISITION CORP.

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 
                  

              	
                 

              	
                By:
                  

              	
                 

              	
                 /s/
                  Kevin Pendergest

                Kevin
                  Pendergest, Chief Financial Officer

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A 

      REVOLVING
        LINE OF CREDIT NOTE 

      
        	
                 

              	
                 

              	
                 

              
	
                Not
                  to Exceed $750,000 in Principal 

              	
                 

              	
                _________,
                  2006

              


      

           

      For
        value received, the undersigned ECHO
        HEALTHCARE ACQUISITION CORP.,
        a Delaware corporation (“Borrower”),
        promises to pay, in lawful money of the United States, to the order
        of_______________, together with his successors and assigns (“Holder”),
        at such address as Holder may direct, the principal sum of Seven Hundred
        Fifty
        Thousand Dollars ($750,000), or so much thereof as shall have been advanced
        and
        shall remain unpaid hereunder, together with interest from date of disbursement
        at the rate equivalent to the interest rate payable on the funds held in
        the
        Trust Account for the periods corresponding to the periods any amounts are
        outstanding hereunder (the “Interest
        Rate”).
        Interest shall be computed at the Interest Rate on the basis of the actual
        number of days during which the principal balance is outstanding, divided
        by
        365, which shall, for interest computation purposes, be considered one year.
        Notwithstanding anything to the contrary expressed or implied herein, all
        payments made by Borrower hereunder (including, without limitation, any
        prepayments) shall be applied first to accrued but unpaid interest and second
        to
        the reduction of the principal due hereunder. 

      


            This
        Note is delivered pursuant to, and is subject to all of the terms and conditions
        of, that certain Amended Subordinated Revolving Line of Credit Agreement
        dated
        _________, 2006 (the “Loan
        Agreement”)
        between Borrower and [ _______]. Unless otherwise defined in this Note,
        capitalized terms used in this Note shall have the meanings ascribed to them
        in
        the Loan Agreement, and in the event of any conflict between the terms of
        this
        Note and the terms of the Loan Agreement, the terms of the Loan Agreement
        shall
        govern. 

      


      1.  Maturity.  This
        Note shall mature and become due and payable as described in Section 1 of
        the
        Loan Agreement. 

       

      2.  Prepayment.  This
        Note may be repaid in whole or in part at any time without penalty or premium.
        

      


      3.  Event
        of Default.  Should
        an Event of Default (as defined in the Loan Agreement) occur, Lenders shall
        have
        the rights set forth in Section 7 of the Loan Agreement. 

      


      4.  Borrower’s
        Acknowledgement.  Borrower
        acknowledges that Holder is extending the credit contemplated hereby solely
        as
        an accommodation to Borrower, and is willing to do so in reliance upon
        Borrower’s monetary and non-monetary covenants contained herein and in the Loan
        Agreement. 

      


      5.  Holder’s
        Acknowledgement.  The
        Holder acknowledges and agrees that, as specified in Section 5 of the Loan
        Agreement, the Holder has limited recourse against Borrower for repayment
        of any
        and all amounts due and owing under this Note. 

      


      6.  Miscellaneous.  If
        this Note (or any payment due hereunder) is not paid when due, Borrower promises
        to pay all costs and expenses of collection and reasonable attorneys’ fees
        incurred by the Holder hereof on account of such collection, plus interest
        at
        the rate applicable to principal, whether or not suit is filed hereon. Borrower
        consents to renewals, replacements and extensions of time for payment hereof,
        before, at, or after maturity, consents to the acceptance, release or
        substitution of security for this Note, and waives demand and protest. The
        indebtedness evidenced hereby shall be payable in lawful money of the United
        States. In any action brought under or arising out of this Note, Borrower,
        including successor(s) or assign(s), hereby consents to the application of
        Delaware law, to the jurisdiction of any competent court within the State
        of
        Delaware, and to service of process by any means authorized by Delaware law.
        No
        single or partial exercise of any power hereunder, or under any other Loan
        Document in connection herewith, shall preclude other or further exercises
        thereof or the exercise of any other such power. 

           


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, Borrower has executed and delivered this Note as of the
        date
        first above written. 

      


      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                ECHO
                  HEALTHCARE ACQUISITION CORP.

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 
                  

              	
                 

              	
                By

              	
                 

              	
                 

              
	
                 
                  

              	
                 

              	
                 

              	
                 

              	
                Kevin
                  Pendergest, Chief Financial Officer