AutoCoded Document





INVESTMENT MANAGEMENT TRUST AGREEMENT



          This
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of
______________, 2005 by and between Echo Healthcare Acquisition Corp. (the “Company”)
and Corporate Stock Transfer (“Trustee”).



          WHEREAS,
the Company’s Registration Statement on Form S-1, File No. 333-126650,
as amended (the “Registration Statement” and the final prospectus
contained therein, the “Prospectus”), for its initial public offering
of securities (“IPO”) has been declared effective as of the date
hereof by the Securities and Exchange Commission (“Effective Date”);
and



          WHEREAS,
Roth Capital Partners, LLC (“Roth”) is acting as the representative of the
underwriters in the IPO; and



          WHEREAS,
as described in the Registration Statement, and in accordance with
the Company’s Certificate of Incorporation, as amended and restated,
$67,500,000 of the gross proceeds of the IPO ($77,625,000 if the underwriters
over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a trust account for the benefit of the Company and the
public holders (the “Public Stockholders”) of the Company’s
common stock, par value $.0001 per share (the “Common Stock”), issued
in the IPO and, in the event the Company’s units (which are comprised of
one share of Common Stock and one warrant to purchase one share of Common Stock)
are registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto and
made a part hereof. The amount to be delivered to the Trustee will be referred
to herein as the “Property.” The Public Stockholders and the Company
will be referred to together as the “Beneficiaries”; and



          WHEREAS,
the Company and the Trustee desire to enter into this Agreement to
set forth the terms and conditions pursuant to which the Trustee shall hold the
Property.



          NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:



          1.       Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



                    (a)
      Hold the Property in trust for the Beneficiaries in accordance with the terms of
this Agreement, including the terms of Section 11-51-302(6) of the Colorado
Statute with respect to Public Stockholders in Colorado, in a segregated trust
account (“Trust Account”) established by the Trustee at a branch of
Northern Trust Corporation selected by the Trustee;



                    (b)
      Manage, supervise and administer the Trust Account subject to the terms and
conditions set forth herein;



                    (c)      
In a timely manner, upon the instruction of the Company, to invest and reinvest
the Property in United States “government securities” within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, or in any open ended investment company registered
under the Investment Company Act of 1940 that holds itself out as a money market
fund meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940;



                    (d)      
Collect and receive, when due, all principal and income arising from the
Property, which shall become part of the “Property,” as such term is
used herein;









                    (e)      
Notify the Company of all communications received by it with respect to any
Property requiring action by the Company;



                    (f)      
Supply any necessary information or documents as may be requested by the Company
in connection with the Company’s preparation of the tax returns for the
Trust Account;



                    (g)      
Participate in any plan or proceeding for protecting or enforcing any right or
interest arising from the Property if, as and when instructed by the Company to
do so;



                    (h)      
Render to the Company and to Roth, and to such other person as the Company may
instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account;



                    (i)      If
there is any income tax obligation relating to the income of the Property in the
Trust Account, then, at the written instruction of the Company, the Trustee
shall issue a check directly to the taxing authorities designated by the
Company, out of the Property in the Trust Account, in the amount indicated by
the Company as owing to each such taxing authority. In all such cases, the
Trustee shall promptly provide Roth Capital with a copy of any disbursement
requests or other correspondence it receives with respect to any proposed
withdrawal from the Trust Account; and



                    (j)      
Commence and effect liquidation of the Trust Account in accordance with the
following procedures:



                              (i)       
The Trustee shall liquidate and distribute the proceeds of the Trust to the
Public Stockholders immediately after receipt of, and only in accordance with
the terms of a letter (the “Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or
Exhibit B, as the case may be;



                              (ii)      
Any Termination Letter delivered pursuant to this Agreement shall be executed on
behalf of the Company by its Chief Executive Officer or President and shall be
affirmed by the signature the Company’s entire Board of Directors;



                              (iii)     
The Trustee shall complete the liquidation of the Trust Account and distribute
the Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein;



                              (iv)     
Notwithstanding the provisions of Sections 1(j)(i) and (iii) hereof and except
as set forth in Section 1(i) above, the Trust Account shall be immediately
liquidated and distributed to the Public Stockholders of record on the Record
Date or the Extended Record Date (each as defined below), as the case may be, in
accordance with the terms and provisions set forth in the Termination Letter
attached as Exhibit B in the event that a Termination Letter has not been
received by the Trustee by either: (A) ___, 2007 (the “Record Date”),
or a more practicable date, determined by the Trustee in its sole and absolute
discretion, which is no more than ten (10) days before or after the Record Date
or (B) the date that is the six month anniversary of the Record Date or such
other, more practicable date, as determined by the Trustee in accordance with
subsection (A) above (such date, the “Extended Record Date”), in the
event that a letter of intent, agreement in principle or definitive agreement
has been executed prior to the Record Date in connection with a Business
Combination (as defined in the Prospectus) that has not been consummated by the
Extended Record Date.



                              (v)      
All distributions of Property made to the Public Stockholders upon the
liquidation of the Trust as provided for herein shall be made from the Trust
Account through the Trustee

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(and not through the Company) as follows: (A)
through the Trustee, as transfer agent for the Company, to the Public
Stockholders who hold shares of Common Stock “of record” as of the
Record Date or the Extended Record Date, as the case may be, or (B) through the
Depository Trust Company, to the Public Stockholders who hold shares of Common
Stock in “street name” as of the Record Date or the Extended Record
Date, as the case may be.



          2.       Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



                    (a)      
Give all instructions to the Trustee hereunder in writing, signed by the
Company’s President or Chairman of the Board and affirmed in writing by the
Company’s Board of Directors. In addition, except with respect to its
duties under Section 1(j) above, the Trustee shall be entitled to rely on, and
shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;



                    (b)      
Hold the Trustee harmless and indemnify the Trustee from and against, any and
all expenses, including reasonable counsel fees and disbursements, or loss
suffered by the Trustee in connection with any action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the
Trustee’s gross negligence or willful misconduct. Promptly after the
receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be
unreasonably withheld. The Company may participate in such action with its own
counsel;



                    (c)      
Pay the Trustee an initial acceptance fee of $____ and an annual fee of $____
(it being expressly understood that the Property shall not be used to pay such
fee). The Company shall pay the Trustee the initial acceptance fee and first
year’s fee at the consummation of the IPO and thereafter on the anniversary
of the Effective Date. The Trustee shall refund to the Company the fee (on a pro
rata basis) with respect to any period after the liquidation of the Trust Fund.
The Company shall not be responsible for any other fees or charges of the
Trustee except as may be provided in Section 2(b) hereof (it being
expressly understood that the Property shall not be used to make any payments to
the Trustee under such Section);



                    (d)      
Provide to the Trustee (and, at such time, certify in writing, and cause each of
the Company’s executive officers and directors to certify in writing, to
the Trustee as to the veracity and completeness of) any letter of intent,
agreement in principle or definitive agreement that is executed prior to the
Record Date in connection with a Business Combination; and



                    (e)      
In connection with any vote of the Company’s stockholders regarding a
Business Combination, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination.



          3.       Limitations of Liability. The Trustee shall have no responsibility or liability to:




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                    (a)      
Take any action with respect to the Property, other than as directed in Section
1 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful misconduct;



                    (b)      
Institute any proceeding for the collection of any principal and income arising
from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions
from the Company given as provided herein to do so and the Company shall have
advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;



                    (c)      
Change the investment of any Property, other than in compliance with
Section 1(c);



                    (d)      
Refund any depreciation in principal of any Property;



                    (e)      
Assume that the authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided otherwise in such
designation, or unless the Company shall have delivered a written revocation of
such authority to the Trustee;



                    (f)      
The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the exercise of its own best judgment, except for its gross
negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons. The Trustee shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this agreement
or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written
consent thereto; and



                    (g)      
Verify the correctness of the information set forth in the Registration
Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement.



          4.       Termination. This Agreement shall terminate as follows:



                    (a)      
If the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee, during which time the Trustee shall continue to act in
accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may, but shall not be obligated to, submit an application to have the
Property deposited with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever;




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                    (b)      
At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 2(b); or



                    (c)      
On such date after the Record Date (or, as the case may be, the Extended Record
Date) when the Trustee deposits the Property with the United States District
Court for the Southern District of New York in the event that, prior to such
date, the Trustee has not received a Termination Letter from the Company
pursuant to Section 1(j) hereof.



          5.       
Miscellaneous.



                    (a)      
The Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. Upon receipt of written instructions, the Trustee will confirm
such instructions with an Authorized Individual at an Authorized Telephone
Number listed on the attached Exhibit C.  The Company and the Trustee
will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a beneficiary, beneficiary’s bank or intermediary
bank, rather than names. The Trustee shall not be liable for any loss, liability
or expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.



                    (b)      
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of
laws. It may be executed in several counterparts, each one of which may be
delivered by facsimile transmission and each of which shall constitute an
original, and together shall constitute but one instrument.



                    (c)      
This Agreement contains the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof. This Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Roth, who, along
with the other underwriters of the IPO, the parties specifically agree, are and
shall be a third-party beneficiary for purposes of this Agreement. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.



                    (d)      
The parties hereto consent to the jurisdiction and venue of any state or federal
court located in the State and County of New York for purposes of resolving any
disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. The parties hereto hereby waive any
objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.



                    (e)      
Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:



If to the
Trustee, to:



Corporate Stock
Transfer
3200 Cherry Creek Drive South, Suite 430





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Denver,
Colorado 80209
Attn:  Carolyn Bell
Fax No.: (___) [_____]

If to the Company, to:

Echo Healthcare Acquisition Corp.

8000 Towers Crescent Drive, Suite 1300

Vienna, Virginia 22182

Attn: Joel Kanter

Fax No.: (___) [_______]


in either case with a copy to:


Roth Capital Partners, LLC

24 Corporate Plaza

Newport Beach, California 92660

Attn:  Christopher Jennings

Fax No.:  (310) 445-5864



                    (f)      
This Agreement may not be assigned by the Trustee without the prior consent of
the Company.



                    (g)      
Each of the Trustee and the Company hereby represents that it has the full right
and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.



          IN WITNESS WHEREOF, the parties have duly executed this
Investment Management Trust Agreement as of the date first written above.


	 	CORPORATE
      STOCK TRANSFER, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ECHO HEALTHCARE
      ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





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EXHIBIT
A




Echo Healthcare Acquisition Corp.
8000
Towers Crescent Drive, Suite 1300
Vienna,
Virginia 22182



[Insert date]



Corporate
Stock Transfer
320 Cherry Creek Drive South, Suite 1300
Denver, Colorado 80209
Attn:
Carolyn Bell 



Re:   Trust
Account No.          Termination Letter



Gentlemen:




          Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Echo
Healthcare Acquisition Corp. (the “Company”) and Corporate Stock
Transfer (“Trustee”), dated as of ____________, 2005 (the “Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (the “Business Agreement”) with ________________________
(the “Target Business”) to consummate a business combination with the
Target Business (a “Business Combination”) on or about [insert date].
The Company shall notify you at least two business days in advance of the actual
date of the consummation of the Business Combination (the “Consummation
Date”).



          Pursuant
to paragraph 2(e) of the Trust Agreement, we are providing you with [an
affidavit] [a certificate] of ____________, which verifies the vote of the
Company’s stockholders in connection with the Business Combination. In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
in writing on the Consummation Date.



          On the
Consummation Date: (i) counsel for the Company shall deliver to you written
notification that (a) the Business Combination has been consummated and
(b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the
Colorado Statute have been met, and (ii) the Company shall deliver to you
written instructions with respect to the transfer of the funds held in the Trust
Account (“Instruction Letter”). You are hereby directed and authorized
to transfer the funds held in the Trust Account immediately upon your receipt of
the counsel’s letter and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty,
you will notify the Company of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company. Upon the distribution of all the funds in
the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated and the Trust Account closed.



          In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the
notice.


                                                     	 	Very truly yours,





A-1









	 	ECHO HEALTHCARE
      ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 






A-2










EXHIBIT
B




Echo Healthcare Acquisition Corp.
8000
Towers Crescent Drive, Suite 1300
Vienna,
Virginia 22182



[Insert date]



Corporate Stock
Transfer
320 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
Attn: Carolyn
Bell




Re:   Trust
Account No.          Termination Letter



Gentlemen:



          
Pursuant to the Investment Management Trust Agreement
between Echo Healthcare Acquisition Corp. (the “Company”) and
Corporate Stock Transfer (the “Trustee”), dated as of ___________,
2005 (the “Trust Agreement”), this is to advise you that the Board of
Directors of the Company has voted to dissolve and liquidate the Trust Account
(as defined in the Trust Agreement). Attached hereto is a copy of the minutes of
the meeting of the Board of Directors of the Company relating thereto, certified
by the Secretary of the Company as true and correct and in full force and
effect.



          In
accordance with the terms of the Trust Agreement, we hereby: (a) certify to you
that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
Statute have been met and (b) authorize you, to commence liquidation of the
Trust Account. In connection with this liquidation, you are hereby authorized,
in your discretion, to establish a record date for the purposes of determining
the stockholders of record entitled to receive their per share portion of the
Trust Account. The record date shall be within ten (10) days of the date of this
letter. You will notify the Company in writing as to when all of the funds in
the Trust Account will be available for immediate transfer (“Transfer
Date”) in accordance with the terms of the Trust Agreement and the Amended
and Restated Certificate of Incorporation of the Company. You shall commence
distribution of such funds in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company and you
shall oversee the distribution of the funds. Upon the payment of all the funds
in the Trust Account, the Trust Agreement shall be terminated.


	 	Very truly
      yours,
	 	 
	 	ECHO HEALTHCARE
      ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	 
	 	By:	 






B-1









EXHIBIT
C


	AUTHORIZED
      INDIVIDUAL(S)

      FOR TELEPHONE CALL BACK 	          	AUTHORIZED

      TELEPHONE NUMBER(S) 
	 	 	 
	Company:	 	 
	 	 	 
	Echo Healthcare Acquisition
      Corp.

      8000 Towers Crescent Drive, Suite 1300

      Vienna, Virginia 22182

      Attn: Joel Kanter	 	(703)
      448-7688
	 	 	 
	Trustee:	 	 
	 	 	 
	Corporate Stock
      Transfer

      320 Cherry Creek Drive South 

      Suite 430

      Denver, Colorado 80209

      Attn: Carolyn Bell 	 	(___)
      [_______] 





C-1