**AMENDED
      AND RESTATED**




**CERTIFICATE
      OF INCORPORATION**




**OF**




**ECHO
      HEALTHCARE ACQUISITION CORP.**




**ADOPTED
      IN ACCORDANCE WITH SECTION 242 AND 245**




**OF
      THE DELAWARE GENERAL CORPORATION LAW**




Echo
      Healthcare Acquisition Corp., a Delaware corporation (the “Corporation”) does
      hereby certify that:




FIRST:
      The name of the corporation is Echo Acquisition Healthcare Corp. The date of
      filing of the original Certificate of Incorporation with the Delaware Secretary
      of State was June 10, 2005. The name under which the Corporation was originally
      incorporated was Echo Healthcare Acquisition Corp.




SECOND:
      This Amended and Restated Certificate of Incorporation (the “Certificate”)
      amends, restates and integrates the provisions of the Certificate of
      Incorporation of the Corporation and has been duly adopted in accordance with
      the provisions of Section 242 and 245 of the General Corporation Law of the
      State of Delaware (the “GCL”) by the written consent of the holders of the
      outstanding stock entitled to vote thereon in accordance with the provisions
      of
      Section 228 of the GCL.




THIRD:
      This Certificate shall become effective immediately upon its filing with the
      Secretary of State of the State of Delaware.




FOURTH:
      Upon the filing with the Secretary of State of the State of Delaware of this
      Certificate, the Certificate of Incorporation shall be amended and restated
      in
      its entirety to be and read as set forth on Exhibit A attached
      hereto.



















IN
      WITNESS WHEREOF, the Corporation has caused this Certificate to be executed
      by a
      duly authorized officer October 28, 2005.






ECHO
                HEALTHCARE CORP.
              
              
              By:/s/
                Joel Kanter
              Name:Joel
                Kanter
              Title:
                President

















**EXHIBIT
      A**




**AMENDED
      AND RESTATED**




**CERTIFICATE
      OF INCORPORATION**




**OF**




**ECHO
      HEALTHCARE ACQUISITION CORP.**




I,
      the
      undersigned, in order to form a corporation for the purposes hereinafter stated,
      under and pursuant to the provisions of the General Corporation Law of the
      State
      of Delaware (the “GCL”), do hereby certify as follows:




FIRST:
      The name of the corporation is **Echo
      Healthcare Acquisition Corp.** (hereinafter sometimes referred to as the “Corporation”).




SECOND:
      The address of the Corporation’s registered office in the State of Delaware is
      Corporation Trust Center, 1201 Orange Street, Wilmington, Delaware 19801, County
      of New Castle. The name of the Corporation’s registered agent at such address is
      The Corporation Trust Company.




THIRD:
      The purpose of the Corporation shall be to engage in any lawful act or activity
      for which corporations may be organized under the General Corporation Law
      (“GCL”).




FOURTH:
      The total number of shares of all classes of capital stock which the Corporation
      shall have authority to issue is 101,000,000 of which 100,000,000 **** shares
      shall be Common Stock of the par value of $.0001 per share and 1,000,000 shares
      shall be Preferred Stock of the par value of $.0001 per share.




A.
      Preferred Stock. The Board of Directors is expressly granted authority to issue
      shares of the Preferred Stock, in one or more series, and to fix for each such
      series such voting powers, full or limited, and such designations, preferences
      and relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof as shall be stated and
      expressed in the resolution or resolutions adopted by the Board of Directors
      providing for the issue of such series (a “Preferred Stock Designation”) and as
      may be permitted by the GCL. The number of authorized shares of Preferred Stock
      may be increased or decreased (but not below the number of shares thereof then
      outstanding) by the affirmative vote of the holders of a majority of the voting
      power of all of the then outstanding shares of the capital stock of the
      Corporation entitled to vote generally in the election of directors, voting
      together as a single class, without a separate vote of the holders of the
      Preferred Stock, or any series thereof, unless a vote of any such holders is
      required pursuant to any Preferred Stock Designation.




B.
      Common
      Stock. Except as otherwise required by law or as otherwise provided in any
      Preferred Stock Designation, the holders of the Common Stock shall exclusively
      possess all voting power and each share of Common Stock shall have one vote.




FIFTH:
      The name and mailing address of the sole incorporator of the Corporation are
      as
      follows:




Name:
              Michael
                  J. Delaney, Esq.Address:
              c/o
                  Powell Goldstein LLP1201
                  West Peachtree Street, NW14thFloorAtlanta,
                  Georgia 30309-3488
  SIXTH:
      The following provisions (A) through (E) shall apply during the period
      commencing upon the filing of this Certificate of Incorporation and terminating
      upon the consummation of any “Business Combination,” and may not be amended
      prior to the consummation of any Business Combination. A “Business Combination”
shall mean the acquisition by the Corporation, whether by merger, capital stock
      exchange, asset or stock acquisition or other similar type of transaction,
      of
      assets or an operating business in the healthcare industry (“Target Business”).













A.
      Prior
      to the consummation of any Business Combination, the Corporation shall submit
      such Business Combination to its stockholders for approval regardless of whether
      the Business Combination is of a type which normally would require such
      stockholder approval under the GCL. In the event that a majority of the IPO
      Shares (defined below) cast at the meeting to approve the Business Combination
      are voted for the approval of such Business Combination, the Corporation shall
      be authorized to consummate the Business Combination; provided that the
      Corporation shall not consummate any Business Combination if 20% or more in
      interest of the holders of IPO Shares exercise their conversion rights described
      in paragraph B below.




B.
      In the
      event that a Business Combination is approved in accordance with the above
      paragraph A and is consummated by the Corporation, any stockholder of the
      Corporation holding shares of Common Stock (“IPO Shares”) issued in the
      Corporation’s initial public offering (“IPO”) of securities who voted against
      the Business Combination may, contemporaneous with such vote, demand that the
      Corporation convert his IPO Shares into cash. If so demanded, the Corporation
      shall convert such shares at a per share conversion price equal to the quotient
      determined by dividing (i) the amount in the Trust Fund (as defined below),
      inclusive of any interest thereon, calculated as of two business days prior
      to
      the proposed consummation of the Business Combination, by (ii) the total number
      of IPO Shares. “Trust Fund” shall mean the trust account established by the
      Corporation at the consummation of its IPO and into which a certain amount
      of
      the net proceeds of the IPO are deposited.




C.
      In the
      event that the Corporation does not consummate a Business Combination by the
      later of (i) 18 months after the consummation of the IPO or (ii) 24 months
      after
      the consummation of the IPO in the event that either a letter of intent, an
      agreement in principle or a definitive agreement to complete a Business
      Combination was executed but was not consummated within such 18 month period
      (such later date being referred to as the “Termination Date”), the officers of
      the Corporation shall take all such action necessary to dissolve and liquidate
      the Corporation as soon as reasonably practicable. In the event that the
      Corporation is so dissolved and liquidated, only the holders of IPO Shares
      (at
      such time) shall be entitled to receive liquidating distributions and the
      Corporation shall pay no liquidating distributions with respect to any other
      shares of capital stock of the Corporation.




D.
      A
      holder of IPO Shares shall be entitled to receive distributions from the Trust
      Fund only in the event of a liquidation of the Corporation or in the event
      he
      demands conversion of his shares in accordance with paragraph B, above. In
      no
      other circumstances shall a holder of IPO Shares have any right or interest
      of
      any kind in or to the Trust Fund.




E.
      The
      Board of Directors shall be divided into two classes: Class A and Class B.
      The
      number of directors in each class shall be as nearly equal as possible. At
      the
      first election of directors by the incorporator, the incorporator shall elect
      a
      Class B director for a term expiring at the Corporation’s second Annual Meeting
      of Stockholders. The Class B director may then, at such time as he may determine
      in his discretion, but in no case later than the first Annual Meeting of
      Stockholders, elect additional Class A and Class B directors; provided, that
      until such further election is made by the Class B director, the Class B
      director shall act for and on behalf of the Corporation as the sole director.
      The directors in Class A shall be elected for a term expiring at the first
      Annual Meeting of Stockholders and the directors in Class B shall be elected
      for
      a term expiring at the second Annual Meeting of Stockholders. Commencing at
      the
      first Annual Meeting of Stockholders, and at each annual meeting thereafter,
      directors elected to succeed those directors whose terms expire shall be elected
      for a term of office to expire at the second succeeding annual meeting of
      stockholders after their election. Except as the GCL may otherwise require,
      in
      the interim between annual meetings of stockholders or special meetings of
      stockholders called for the election of directors and/or the removal of one
      or
      more directors and the filling of any vacancy in that connection, newly created
      directorships and any vacancies in the Board of Directors, including unfilled
      vacancies resulting from the removal of directors for cause, may be filled
      by
      the vote of a majority of the remaining directors then in office, although
      less
      than a quorum (as defined in the Corporation’s Bylaws), or by the sole remaining
      director. All directors shall hold office until the expiration of their
      respective terms of office and until their successors shall have been elected
      and qualified. A director elected to fill a vacancy resulting from the death,
      resignation or removal of a director shall serve for the remainder of the full
      term of the director whose death, resignation or removal shall have created
      such
      vacancy and until his successor shall have been elected and qualified.




SEVENTH:
      The following provisions are inserted for the management of the business and
      for
      the conduct of the affairs of the Corporation, and for further definition,
      limitation and regulation of the powers of the Corporation and of its directors
      and stockholders:







1





A.
      Election of directors need not be by ballot unless the by-laws of the
      Corporation so provide.




B.
      The
      Board of Directors shall have the power, without the assent or vote of the
      stockholders, to make, alter, amend, change, add to or repeal the by-laws of
      the
      Corporation as provided in the by-laws of the Corporation.




C.
      The
      directors in their discretion may submit any contract or act for approval or
      ratification at any annual meeting of the stockholders or at any meeting of
      the
      stockholders called for the purpose of considering any such act or contract,
      and
      any contract or act that shall be approved or be ratified by the vote of the
      holders of a majority of the stock of the Corporation which is represented
      in
      person or by proxy at such meeting and entitled to vote thereat (provided that
      a
      lawful quorum of stockholders be there represented in person or by proxy) shall
      be as valid and binding upon the Corporation and upon all the stockholders
      as
      though it had been approved or ratified by every stockholder of the Corporation,
      whether or not the contract or act would otherwise be open to legal attack
      because of directors’ interests, or for any other reason.




D.
      In
      addition to the powers and authorities hereinbefore or by statute expressly
      conferred upon them, the directors are hereby empowered to exercise all such
      powers and do all such acts and things as may be exercised or done by the
      Corporation; subject, nevertheless, to the provisions of the statutes of
      Delaware, of this Certificate of Incorporation, and to any by-laws from time
      to
      time made by the stockholders; provided, however, that no by-law so made shall
      invalidate any prior act of the directors which would have been valid if such
      by-law had not been made.




EIGHTH:
      A. A director of the Corporation shall not be personally liable to the
      Corporation or its stockholders for monetary damages for any breach of fiduciary
      duty by such director as a director, except for liability (i) for any breach
      of
      the director’s duty of loyalty to the Corporation or its stockholders, (ii) for
      acts or omissions not in good faith or which involve intentional misconduct
      or a
      knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any
      transaction from which the director derived an improper personal benefit. If
      the
      GCL is amended to authorize corporate action further eliminating or limiting
      the
      personal liability of directors, then the liability of a director of the
      Corporation shall be eliminated or limited to the fullest extent permitted
      by
      the GCL, as so amended. Any repeal or modification of this paragraph A by the
      stockholders of the Corporation shall not adversely affect any right or
      protection of a director of the Corporation with respect to events occurring
      prior to the time of such repeal or modification.




B.
      The
      Corporation, to the full extent permitted by Section 145 of the GCL, as amended
      from time to time, shall indemnify all persons whom it may indemnify pursuant
      thereto. Expenses (including attorneys’ fees) incurred by an officer or director
      in defending any civil, criminal, administrative, or investigative action,
      suit
      or proceeding for which such officer or director may be entitled to
      indemnification hereunder shall be paid by the Corporation in advance of the
      final disposition of such action, suit or proceeding upon receipt of an
      undertaking by or on behalf of such director or officer to repay such amount
      if
      it shall ultimately be determined that he is not entitled to be indemnified
      by
      the Corporation as authorized hereby.




NINTH:
      Whenever a compromise or arrangement is proposed between this Corporation and
      its creditors or any class of them and/or between this Corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of this
      Corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for this Corporation under Section 291
      of
      Title 8 of the Delaware Code or on the application of trustees in dissolution
      or
      of any receiver or receivers appointed for this Corporation under Section 279
      of
      Title 8 of the Delaware Code order a meeting of the creditors or class of
      creditors, and/or of the stockholders or class of stockholders of this
      Corporation, as the case may be, to be summoned in such manner as the said
      court
      directs. If a majority in number representing three fourths in value of the
      creditors or class of creditors, and/or of the stockholders or class of
      stockholders of this Corporation, as the case may be, agree to any compromise
      or
      arrangement and to any reorganization of this Corporation as a consequence
      of
      such compromise or arrangement, the said compromise or arrangement and the
      said
      reorganization shall, if sanctioned by the court to which the said application
      has been made, be binding on all the creditors or class of creditors, and/or
      on
      all the stockholders or class of stockholders, of this Corporation, as the
      case
      may be, and also on this Corporation.




TENTH:
      The Corporation hereby elects not to be governed by Section 203 of the
      GCL.











2










**CERTIFICATE
      OF AMENDMENT**


**OF
      AMENDED AND RESTATED**


**CERTIFICATE
      OF INCORPORATION**


**OF**




**ECHO
      HEALTHCARE ACQUISITION CORP.**





March
      16,
      2006





1.  The
      name
      of the Corporation is **Echo
      Healthcare Acquisition Corp.** (hereinafter the “Corporation”).





2.  The
      Corporation desires to reduce its authorized capital stock and hereby amends
      Article Fourth of its Amended and Restated Certificate of Incorporation by
      deleting Article Fourth in its entirety and inserting in lieu thereof the
      following new Article Fourth:




“ARTICLE
      FOURTH: The total number of shares of all classes of capital stock which the
      Corporation shall have authority to issue is 26,000,000 of which 25,000,000
      shares shall be Common Stock of the par value of $.0001 per share and 1,000,000
      shares shall be Preferred Stock of the par value of $.0001 per
      share.”






3.  All
      other
      provisions of the Amended and Restated Certificate of Incorporation of the
      Corporation shall remain in full force and effect.




4.  The
      foregoing amendment shall be effective as of the date filed with the Secretary
      of the State of Delaware.









**[Remainder
      of page intentionally left blank.]**













IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
      be
      signed by a duly authorized officer of the Corporation as of the 16 th day of
      March, 2006.









**ECHO
                HEALTHCARE ACQUISITION CORP.**By:/s/
                Joel
                KanterName:Joel
                KanterTitle:President
                and Secretary














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