exv10w2



 





Exhibit 10.2




AMENDMENT TO SENIOR PROMISSORY BRIDGE NOTE



This AMENDMENT TO SENIOR PROMISSORY BRIDGE NOTE (this “Amendment”) is made as of the 14th day of
December, 2007, by and between ECHO THERAPEUTICS, INC., a Minnesota corporation (the “Borrower”),
and PLATINUM LONG TERM GROWTH VII, LLC ( “Platinum”).



     WHEREAS, the Borrower previously delivered to Platinum the Senior Promissory Bridge Note in
the principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) (as amended, the “Note”).



     WHEREAS, the parties wish to amend certain provisions of the Note.



     NOW, THEREFORE, in consideration of the foregoing and for the other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as
follow:




	1.	 	The Note is hereby amended to add the following as Section 25 thereto:






25. Limitation on Conversions .




(a) Notwithstanding anything to the contrary set forth in this Note,
at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock, par value $.01, of the Company
(the “Common Stock”) to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock
owned by the Holder at such time, the number of shares of Common
Stock which would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules thereunder) more than 4.99% of all of the Common Stock
outstanding at such time; provided , however , that
upon the Holder providing the Maker with sixty-one (61) days advance
written notice (the “Waiver Notice”) that the Holder would
like to waive this Section 25(a) with regard to any or all shares of
Common Stock issuable upon conversion of this Note, this Section
25(a) will be of no force or effect with regard to all or a portion
of the Note referenced in the Waiver Notice.




(c) Notwithstanding anything to the contrary set forth in this Note,
at no time may the Holder convert all or a portion of this Note if
the number of shares of Common Stock to be issued pursuant to such
conversion, when aggregated with all other shares of Common



 









 






Stock owned by the Holder at such time, would result in the Holder
beneficially owning (as determined in accordance with Section 13(d)
of the Exchange Act and the rules thereunder) in excess of 9.99% of
the then issued and outstanding shares of Common Stock outstanding at
such time; provided , however , that upon the Holder
providing the Maker with a Waiver Notice, sixty-one (61) days in
advance, that the Holder would like to waive Section 25(b) of this
Note with regard to any or all shares of Common Stock issuable upon
conversion of this Note, this Section 25(b) shall be of no force or
effect with regard to all or a portion of the Note referenced in the
Waiver Notice.




	2.	 	Notwithstanding anything in the Note to the contrary, all references to “Conversion
Option Date” in the Note shall be deemed to mean and refer to December 31, 2007.
	 
	3.	 	It is further understood and agreed that all other terms and conditions of the Note not
modified hereby shall remain in full force and effect, which are hereby confirmed and
ratified by the Borrower and Platinum.




 









 










IN WITNESS WHEREOF, the Company has executed and delivered this Amendment to Bridge Note as of
the date first written above.



	 	 	 	 	 
	 	ECHO THERAPEUTICS, INC.

 	 
	 	By:  	/s/
Patrick T. Mooney M.D.	 
	 	 	Name:  	Patrick T. Mooney M.D.	 
	 	 	Title:  	Chief Executive Officer	 
	 
	 	ACCEPTED AND AGREED:



PLATINUM LONG TERM GROWTH VII, LLC

 	 
	 	By:  	/s/
Michael Goldberg M.D.	 
	 	 	Name:  	Michael Goldberg M.D.	 
	 	 	Title:  	Duly Authorized Agent