________________, 2005 



Roth Capital Partners, LLC
24
Corporate Plaza
Newport Beach, CA 92660 



        Re:
Echo Healthcare Acquisition Corp.



Gentlemen:



        This
letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of
Echo Healthcare Acquisition Corp. (the “Company”) included in the units (“Units”) being
sold in the Company’s initial public offering (“IPO”) upon the terms and conditions set
forth herein. Each Unit is comprised of one share of common stock, par value $.0001 per
share, of the Company (the “Common Stock”) and one Warrant to purchase one share of
Common Stock. The shares of Common Stock and Warrants will not be separately tradable
until 90 days after the effective date of the Company’s IPO unless Roth Capital Partners,
LLC (“Roth”) informs the Company of its decision to allow earlier separate trading.



        The
undersigned agrees that this letter agreement constitutes an irrevocable order for
__________ (the “Broker”) [which shall in no case be Roth, any other underwriter involved
in the IPO or any of their affiliates] to purchase for the undersigned’s account within
the first forty trading day period beginning the later of (i) the date separate trading of the Warrants
has commenced or (ii) sixty days after the end of the restricted period set forth under Regulation M promulgated
by the Securities and Exchange Commission (“Separation Date”) up to $750,000 of Warrants in the open market at market
prices not to exceed $1.20 per Warrant (“Maximum Warrant Purchase”). The Broker (or such
other broker dealer(s) as the Broker may assign the order to) agrees to fill such order
in such amounts and at such times as it may determine, in its sole discretion, during the
forty trading day period commencing on the Separation Date.



        As
the date hereof, the undersigned represents and warrants that he is not aware of any
material nonpublic information concerning the company or any securities of the Company
and is entering into this agreement in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b5-1. The undersigned agrees that while this agreement
is in effect, the undersigned shall comply with the prohibition set forth in Rule
10b5-1(c)(1)(i)(C) against entering into or altering a corresponding or hedging
transaction or position with respect to the Company’s securities. The undersigned further
agrees that it shall not, directly or indirectly, communicate any material nonpublic
information relating to the Company or the Company’s securities to any employee of the
Broker. The undersigned does not have, and shall not attempt to exercise, any influence
over how, when or whether to effect purchases of Warrants pursuant to this agreement.



        The
undersigned may notify Broker that all or part of the Maximum Warrant Purchase will be
made by an affiliate of the undersigned (or another person or entity







introduced to Broker by the
undersigned (such affiliate or other person or entity, a “Designee”)) who (or which) has
an account at Broker and, in such event, Broker will make such purchase on behalf of said
Designee; provided, however, that the undersigned hereby agrees to make payment of the
purchase price of such purchase in the event that the Designee fails to make such payment.



        The
undersigned agrees that neither the undersigned nor any Designee shall sell or transfer
the Warrants until the earlier of the consummation of a merger, capital stock exchange,
asset acquisition or other similar business combination involving the Company, as
described in the final prospectus for the Company’s IPO, and acknowledges that, at the
option of Roth, the certificates for such Warrants shall contain a legend indicating such
restriction on transferability, it being understood that the Warrants purchased will be
non-callable by the Company as long as they are held by the undersigned or any Designee.



        This
letter agreement shall for all purposes be deemed to be made under and shall be construed
in accordance with the laws of the State of Delaware, with regard to the conflicts of
laws principals thereof. This Agreement shall be binding upon the undersigned and the
heirs, successors and assigns of the undersigned.



Sincerely,

Joel Kanter