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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
  Washington, DC 20549
  Form 10-KSB
   (Mark One)þ

ANNUAL REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended:
    December 31, 2007o

TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934    COMMISSION FILE NUMBER
    000-23017
  ECHO THERAPEUTICS,
    INC.
 (Name of small business issuer
    in its charter)
   MINNESOTA(State or other jurisdiction
    of
    incorporation or organization)

41-1649949(I.R.S. Employer
    Identification No.)10 Forge Parkway, Franklin, Massachusetts(Address of principal
    executive offices)

02038(Zip Code)    Issuers Telephone Number:
 (508) 553-8850
  Securities registered under Section 12(b) of the
    Exchange Act:
 None
  Securities registered under Section 12(g) of the
    Exchange Act:
 Common Stock, $.01 par value per share
  o
  þ o
  Regulation S-B Form 10-KSB Form 10-KSB. o
  Rule 12b-2 o þ
        DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-KSB.
  o þ




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##### 





ECHO
    THERAPEUTICS, INC.
    2007 Annual Report on
    Form 10-KSB
    TABLE OF CONTENTS
   
 Item



PagePART I1.

Business


32.

Property


163.

Legal Proceedings


164.

Submission of Matters to a Vote of Security
    Holders


16PART II5.

Market for Common Equity and Related Stockholder
    Matters


176.

Managements Discussion and Analysis or Plan
    of Operation


187.

Financial Statements


458.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosures


468A.

Controls and Procedures


468B.

Other Information


47PART III9.

Directors, Executive Officers, Promoters, Control
    Persons and Corporate Governance; Compliance with
    Section 16(a) of the Exchange Act


4710.

Executive Compensation


4711.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


4712.

Certain Relationships and Related Transactions,
    and Director Independence


4713.

Exhibits


4714.

Principal Accountant Fees and Services


47SIGNATURES


48Specimen Certificate of Common StockSubsidiaries of the RegistrantConsent of Wolf & Company. P.C.Certification of the Chief Executive OfficerCertification of the Chief Operating Officer and Chief Financial OfficerCertification of the Chief Executive Officer, pursuant to Section 906Certification of the Chief Operating Officer and Chief Financial Officer




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tm tm tm ® Form 10-KSB, 1-for-10
  Form 10-KSB




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PART I  ITEM 1.
    BUSINESS  Overview
    tm
  tm and/or tm
  Product
    Development Programs
  SymphonytmtCGM
    System
    
 3




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Symphony
    Skin Permeation Technologies
    Preludetm SkinPrep System
  tm
  SonoPrep®
    System
    Skin
    Permeation Control Feedback Mechanism
    Symphony
    Transdermal Glucose Biosensor Technologies
      tm
 4




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Symphony
    Wireless Transmitter
    Symphony
    Monitor
  warm-up
    Symphony
    Market Opportunities
  Diabetes
    Home Use Market
       5




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Importance
    of Continuous Blood Glucose Monitoring
  day-to-day
  day-to-day
  Symphony
    Diabetes Home Use Pilot Study
    ® warm-up
  tm
 6




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warm-up,
  Hospital
    Critical Care Market
             7




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out-of-the-box
  Strategic
    Association with Bayer Healthcare
    Specialty
    Pharmaceuticals
     8




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AzoneTS
    Transdermal Drug Reformulation Technology
  and/or
    -
  
    ease of reformulation of the API with AzoneTS;
    how close the current route of administration is to the proposed
    route;
    the level of additional toxicology information required by the
    FDA; and
    clinical burden needed to show adequate safety and efficacy of
    the new product.  Durhalieve tm
      AzoneTS
    Section 505(b)(2) Development Strategy
   9




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
    smaller patient exposure database;
    reliance upon the established safety database of the APIs;
    reduction of data to support efficacy;
    minimum requirement of one adequate and well-controlled study
    compared to two for a NCE;
    limited if any requirement for additional nonclinical studies;
    reliance upon previous findings of nonclinical safety for the
    APIs and the AzoneTS Type V nonclinical DMF; and
    3-year
    period of marketing exclusivity (in addition to existing patent
    protection) if the NDA contains reports of new clinical studies
    other than bioavailability.  Additional
    AzoneTS Drug Candidates
    4/48
    Partnering Program
  pipeline-to-NDA
  Prelude
    for Transdermal Drug Delivery
  tm
  SonoPrep
    for Transdermal Drug Delivery
  over-the-counter
 10




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Government
    Regulation
    FDA
    Approval Process for Medical Devices
       11




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FDA
    Approval Process for Pharmaceuticals Products
    
    completion of preclinical laboratory tests, animal studies and
    formulation studies under the FDAs current good laboratory
    practices;
    submission to the FDA of an investigational new drug for human
    clinical testing, which must become effective before human
    clinical trials may begin and must include independent
    institutional review board approval at each clinical site before
    the trial is initiated;
    performance of adequate and well-controlled clinical trials to
    establish the safety and efficacy of the product for each
    indication;
    submission to the FDA of a new drug application;
    satisfactory completion of an FDA Advisory Committee review, if
    applicable;
    satisfactory completion of an FDA inspection of the
    manufacturing facility or facilities at which the product is
    produced to assess compliance with current Good Manufacturing
    Practices (GMP), or current GMP, to assure that the facilities,
    methods and controls are adequate to preserve the drugs
    identity, strength, quality and purity; and
    FDA review and approval of the new drug application.         12




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Post-Approval
    Requirements
        Foreign
    Regulation
     13




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Related
    Matters
    Orphan
    Drug Act
    Research
    and Development
  in-licensing
  Manufacturing
       14




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Competition
      Intellectual
    Property
         15




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Employees
    Company
    Information
    (508) 553-8850.
  Form 10-KSB, Form 10-QSB, Form 8-K
  ITEM 2.
    PROPERTY    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   16




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PART II  ITEM 5.
    MARKET
    FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  Over-The-Counter
  Fiscal Year Ended December 31, 2006

High


LowFirst Quarter

$
8.00


$
4.40Second Quarter

$
5.70


$
1.90Third Quarter

$
2.40


$
0.75Fourth Quarter

$
1.30


$
0.21   Fiscal Year Ended December 31, 2007

High


LowFirst Quarter

$
1.55


$
0.22Second Quarter

$
2.40


$
1.04Third Quarter

$
2.74


$
2.10Fourth Quarter

$
2.14


$
1.25     *
    
    The quotations reflect inter-dealer prices, without retail
    mark-up,
    mark-down or commission, and may not represent actual
    transactions.  1-for-10
           17




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ITEM 6.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  The following discussion of our consolidated financial
    condition and results of operations should be read in
    conjunction with the financial statements and the related notes
    thereto included elsewhere in this
    Form 10-KSB.
    The matters discussed herein contain forward-looking statements
    within the meaning of Section 21E of the Securities
    Exchange Act of 1934, as amended, and Section 27A of the
    Securities Act of 1933, as amended, which involve risks and
    uncertainties. All statements other than statements of
    historical information provided herein may be deemed to be
    forward-looking statements. Without limiting the foregoing, the
    words believes, anticipates,
    plans, expects and similar expressions
    are intended to identify forward-looking statements. Factors
    that could cause actual results to differ materially from those
    reflected in the forward-looking statements include, but are not
    limited to, those discussed in Risk Factors and
    elsewhere in this report and the risks discussed in our other
    filings with the SEC. Readers are cautioned not to place undue
    reliance on these forward-looking statements, which reflect
    managements analysis, judgment, belief or expectation only
    as of the date hereof. We undertake no obligation to publicly
    revise these forward-looking statements to reflect events or
    circumstances that arise after the date hereof.
  Overview
  Strategic
    Acquisition of Durham Pharmaceuticals Ltd
  tm tm
      Purchase
    Price Allocation
   18




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Consideration:Cash

$
60,000Common stock


15,562,500Total consideration


15,622,500Transaction costs:Fair value of warrants


989,215Cash (including $157,000 in accrued expenses at
    December 31, 2007)


316,815Total transaction costs


1,306,030Total acquisition cost

$
16,928,530     Current assets acquired

$
3,952Purchased research and development


6,994,578Technology related intangible assets


9,625,000Contract related intangible asset


355,000Current liabilities assumed


(50,000
)$
16,928,530        19




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Estimated





AccumulatedLife


Cost


Amortization


NetContract related intangible asset:Cato Research discounted contract


3 years


$
355,000


$
34,514


$
320,486Technology related intangible assets:Patent for the AzoneTS-based product candidates


9 years



1,305,000







1,305,000Drug Master Files containing formulation, clinical and safety
    documentation used by the FDA


9 years



1,500,000







1,500,000Two (2) in-process Durhalieve-related pharmaceutical
    product candidates


9 years



6,820,000







6,820,000Total technology related intangible assets






9,625,000







9,625,000Total





$
9,980,000


$
34,514


$
9,945,486       EstimatedAmortizationYear Ending December 31:

Expense2008

$
118,0002009


118,0002010


1,153,0002011


1,069,0002012


1,069,000         Critical
    Accounting Policies and Estimates
   20




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Intangible Assets and Other Long-Lived Assets 
  in-process
  Accounting for the
    Impairment and Disposal of Long-Lived Assets
   21




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Purchased Research and Development 
  Share-based Payments
    Results
    of Operations
    Comparison
    of the years ended December 31, 2007 and 2006
  Licensing Revenue
  Product Revenue and Cost of Product Revenue
 22




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Research and Development Expenses
  Purchased Research and Development Expenses 
  Selling, General and Administrative Expenses
  Impairment Loss on Property and Equipment Accounting for
    the Impairment or Disposal of Long-lived Assets,
    Other Income (Expense)
    Liquidity
    and Capital Resources
     23




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payment-in-full
              
    our ability to obtain funding from third parties, including any
    future collaborative partners, on reasonable terms;
    our progress on research and development programs;
    the time and costs required to gain regulatory approvals;
    the costs of manufacturing, marketing and distributing our
    products, if successfully developed and approved;
    the costs of filing, prosecuting and enforcing patents, patent
    applications, patent claims and trademarks; 24




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
    the status of competing products; and
    the market acceptance and third-party reimbursement of our
    products, if successfully developed and approved.  Discount and Credit Arrangement with Cato
    Research 
  Senior Promissory Bridge Notes
         25




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2008 Secured Note and Warrant Financing 
       26




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January 2007 Strategic Private Placement
 27




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June and July 2007 Private Placements
  Off-Balance
    Sheet Arrangements
    Effect of
    Inflation and Changes in Prices
    Risk
    Factors
    If we
    fail to raise additional capital, we will be unable to continue
    our business.
   28




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and/or
  Our
    indebtedness under our Secured Notes is secured by substantially
    all of our assets, including our rights to our
    Symphony tm tCGM System and
    AzoneTS tm transdermal drug reformulation technology. If an event of
    default occurs under our Secured Notes, the holder of the
    Secured Notes may foreclose on our assets.
    
    our failure to make a payment when due or payable;
    a breach or notice of intent to breach of any material term,
    covenant or condition in the Secured Note or any of the
    transaction documents (including a breach of our obligation to
    file a registration statement registering the warrants issued in
    connection with the Senior Notes within 60 days after
    March 24, 2008 and causing such registration statement to
    become effective within 180 days of such date) and such
    breach is not cured within five business days after notice;
    any false, incorrect or breach in any material respect of any
    material representation or warranty;
    the default of more than $25,000 of any other of our
    indebtedness that causes such amount to become due and
    payable; or
    our bankruptcy (whether voluntary or involuntary) or general
    assignment for the benefit of its creditors.    A
    failure to maintain a sufficient level of stockholders
    equity could result in an event of default and seizure of our
    assets.
   29




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The
    terms of our Secured Notes requiring that we maintain a level of
    stockholders equity could impede or prohibit our ability
    to develop our products.
    We
    have a history of operating losses, and we expect our operating
    losses to continue for the foreseeable future and we may not
    continue as a going concern.
   30




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Our
    principal shareholders own a significant percentage of our stock
    and will be able to exercise significant
    influence.
    Our
    future success is dependent upon successful collaborations with
    strategic partners.
        
    such strategic partners are likely to be larger, better
    capitalized companies and therefore have significant leverage in
    negotiating terms of such collaborative arrangements;
    such collaborative arrangements could terminate upon the
    expiration of certain notice periods;
    collaboration partners may insist on and obtain significant
    interests in our intellectual property rights;
    funding by collaborative partners may be dependent upon the
    satisfaction of certain goals or milestones by
    certain specified dates, the realization or satisfaction of
    which may be outside of our control;
    collaborative partners may retain a significant degree of
    discretion regarding the timing of these activities and the
    amount and quality of financial, personnel and other resources
    that they devote to these activities;
    disputes may arise between us and any future collaborative
    partner regarding their respective rights and obligations under
    the collaborative arrangements, which may be costly to
    resolve; and
    any future collaborative partner may not be able to satisfy its
    obligations under its arrangement with us or may intentionally
    or unintentionally breach its obligations under the arrangement. 31




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The
    trading price of our common stock entails additional regulatory
    requirements, which may negatively affect such trading
    price.
    Our
    stock price has been volatile and may fluctuate in the
    future.
    
    our financial condition, performance and prospects;
    the depth and liquidity of the market for our common stock;
    our ability to enter into successful collaborative arrangements
    with strategic partners for research and development, clinical
    testing, and sales and marketing;
    sales by selling shareholders of shares issued and issuable in
    connection with our private placements in 2003, 2004, 2006 and
    2007;
    investor perception of us and the industry in which we operate;
    general financial and other market conditions; and
    domestic and international economic conditions.    Securities
    we issue to fund our operations could dilute or otherwise
    adversely affect our shareholders.
   32




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Anti-takeover
    effects of Minnesota law could discourage delay or prevent a
    change in control.
    Risks
    related to our discovery, development and commercialization of
    new medical products
  Our
    medical device products are based on new technologies and are in
    early stages of development, and may not be successfully
    developed or achieve market acceptance.
  ® ®
  ® and/or
    Our
    future success may be dependent in part upon successful
    development of our continuous glucose monitor for the hospital
    intensive care unit and critical care unit
    markets.
  ® 2006-2008
 33




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tm tm tm tm
  tm
    Our
    results to date provide no basis for predicting whether any of
    our product candidates will be safe or effective, or receive
    regulatory approval.
    We may
    not be able to gain market acceptance of our product candidates,
    which would prevent us from becoming profitable.
    
    Our establishment and demonstration to the medical community of
    the clinical efficacy and safety of our product candidates;
    Our ability to create products that are superior to alternatives
    currently on the market; and
    Our ability to establish in the medical community the potential
    advantage of our treatments over alternative treatment methods. 34




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We
    have limited manufacturing capabilities and manufacturing
    personnel, and if our manufacturing capabilities are
    insufficient to produce, or have produced by third-parties, an
    adequate supply of our product candidates in nonclinical,
    clinical or commercial quantities, our development and
    commercialization activities will be limited and our business
    will be harmed.
    We may
    not be able to obtain and maintain the third party relationships
    that are necessary to develop, commercialize and manufacture
    some or all of our product candidates.
       35




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We
    have no experience in sales, marketing and distribution and may
    have to enter into agreements with third parties to perform
    these functions, which could prevent us from successfully
    commercializing our product candidates.
    We may
    fail to select or capitalize on the most scientifically,
    clinically or commercially promising or profitable product
    candidates.
    If we
    are not able to retain our current senior management team and
    our scientific advisors or continue to attract and retain
    qualified scientific, technical and business personnel, our
    business will suffer.
     36




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Disputes
    under key agreements or conflicts of interest with our
    scientific advisors or clinical investigators could delay or
    prevent development or commercialization of our product
    candidates.
      We may
    encounter difficulties in managing our growth, which could
    adversely affect our operations.
      We may
    have challenges in managing our outside contractors for product
    and regulatory accomplishments.
    Risks
    related to regulatory approvals
  None
    of our product candidates has received regulatory approvals. If
    we are unable to obtain regulatory approvals to market one or
    more of our product candidates, our business will be adversely
    affected.
   37




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If we
    are unable to successfully complete the preclinical studies or
    clinical trials necessary to support PMA or NDA submissions to
    the FDA, we may be unable to commercialize our tCGM systems or
    AzoneTS products under development, which could impair our
    financial position.
      
    the FDA or other regulatory authorities do not approve a
    clinical trial protocol or a clinical trial, or place a clinical
    trial on hold;
    patients do not enroll in clinical trials at the rate we expect;
    patients do not comply with trial protocols;
    patient
    follow-up is
    not at the rate we expect;
    patients experience adverse side effects;
    patients die during a clinical trial, even though their death
    may not be related to our products;
    institutional review boards, or IRBs, and third-party clinical
    investigators may delay or reject our trial protocol;
    third-party clinical investigators decline to participate in a
    trial or do not perform a trial on our anticipated schedule or
    consistent with the investigator agreements, clinical trial
    protocol, good clinical practices or other FDA or IRB
    requirements; 38




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
    third-party organizations do not perform data collection,
    monitoring and analysis in a timely or accurate manner or
    consistent with the clinical trial protocol or investigational
    or statistical plans;
    regulatory inspections of our clinical trials or manufacturing
    facilities may, among other things, require us to undertake
    corrective action or suspend or terminate our clinical trials;
    changes in governmental regulations or administrative actions;
    the interim or final results of the clinical trial are
    inconclusive or unfavorable as to safety or efficacy; and
    the FDA concludes that our trial design is inadequate to
    demonstrate safety and efficacy.    We
    depend on clinical investigators and clinical sites to enroll
    patients in our clinical trials and other third parties to
    manage the trials and to perform related data collection and
    analysis, and, as a result, we may face costs and delays that
    are outside of our control.
    The
    regulatory approval process is costly and lengthy and we may not
    be able to successfully obtain all required regulatory
    approvals.
   39




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
    failure of our product candidates to meet a regulatory
    entitys requirements for safety, efficacy and quality;
    limitation on the indicated uses for which a product may be
    marketed;
    unforeseen safety issues or side effects; and
    governmental or regulatory delays and changes in regulatory
    requirements and guidelines.  Even
    if we receive regulatory approvals for marketing our product
    candidates, if we fail to comply with continuing regulatory
    requirements, we could lose our regulatory approvals, and our
    business would be adversely affected.
    Even
    if we are able to obtain regulatory approvals for any of our
    product candidates, if they exhibit harmful side effects after
    approval, our regulatory approvals could be revoked or otherwise
    negatively impacted, and we could be subject to costly and
    damaging product liability claims.
    Failure
    to obtain regulatory and pricing approvals in foreign
    jurisdictions could delay or prevent commercialization of our
    products abroad.
   40




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Healthcare
    reform measures could adversely affect our
    business.
    New
    federal legislation may increase the pressure to reduce prices
    of pharmaceutical products paid for by Medicare, which could
    adversely affect our revenues, if any.
      New
    federal laws or regulations on drug importation could make lower
    cost versions of our future products available, which could
    adversely affect our revenues, if any.
       41




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If we
    fail to obtain adequate reimbursement for our product
    candidates, the use of our potential products could be severely
    limited.
    Risks
    related to competition
  We
    operate in highly competitive medical device and specialty
    pharmaceuticals markets and face competition from large,
    well-established companies with significantly more resources,
    and, as a result, we may not be able to compete
    effectively.
      
    significantly greater name recognition;
    established relations with healthcare professionals, customers
    and third-party payors;
    established distribution networks;
    additional lines of products, and the ability to offer rebates
    or bundle products to offer higher discounts or incentives to
    gain a competitive advantage;
    greater experience in conducting research and development,
    manufacturing, clinical trials, obtaining regulatory approval
    for products and marketing approved products; and
    greater financial and human resources for product development,
    sales and marketing, and patent litigation. 42




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No
    continuous glucose monitoring system has yet received FDA
    clearance as a replacement for
    single-point
    finger stick devices, and our Symphony tCGM System may never be
    approved for that indication.
    Technological
    breakthroughs in the glucose monitoring market could render our
    products obsolete.
    Risks
    related to products liability exposure
  We may
    have significant product liability exposure which may harm our
    business and our reputation.
    Risks
    related to our intellectual property
  Our
    inability to adequately protect our intellectual property could
    allow our competitors and others to produce products based on
    our technology, which could substantially impair our ability to
    compete.
     43




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We are
    subject to claims of infringement or misappropriation of the
    intellectual property rights of others, which could prohibit us
    from commercializing our product candidates, require us to
    obtain licenses from third parties or to develop non-infringing
    alternatives, and subject us to substantial monetary damages and
    injunctive relief.
  and/or and/or
    Part
    of our intellectual property is licensed from the Massachusetts
    Institute of Technology
   44




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##### 



ITEM 7.
    FINANCIAL
    STATEMENTS  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Echo
    Therapeutics, Inc. Consolidated Financial Statements
   
 PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-2Consolidated Statements of Operations for the
    years ended December 31, 2007 and 2006


F-3Consolidated Statements of Changes in
    Stockholders Equity for the years ended December 31,
    2007 and 2006


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2007 and 2006


F-5Notes to Consolidated Financial Statements


F-6   45




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-1




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Echo
    Therapeutics, Inc.
    (Formerly Sontra Medical Corporation)
  Consolidated Balance Sheets
  As of,December 31,


December 31,2007


2006ASSETSCurrent Assets:Cash and cash equivalents

$
1,193,163


$
559,017Inventory, net of reserve for obsolescence






1,556Prepaid expenses and other current assets


25,263



12,994Total current assets


1,218,426



573,567Property and Equipment, at cost:Computer equipment


233,946



245,694Office and laboratory equipment


588,498



590,926Furniture and fixtures


14,288



14,288Manufacturing equipment


197,888



197,888Leasehold improvements


177,768



177,7681,212,388



1,226,564Less-Accumulated depreciation and amortization


(1,100,507
)


(1,017,051
)Net property and equipment


111,881



209,513Other Assets:Restricted cash


10,250



19,949Intangible assets, net of accumulated amortization


9,945,486



Deposits and other assets


2,000



2,000Total other assets


9,957,736



21,949Total assets

$
11,288,043



805,029LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
382,308


$
45,817Deferred revenue






45,833Current portion of notes payable


386,458



89,808Accrued expenses


451,136



103,365Total current liabilities


1,219,902



284,823Notes Payable, net of current portion






54,508CommitmentsStockholders Equity:Series A Convertible Preferred Stock, $0.01 par value,
    authorized 7,000,000 shares, issued and outstanding none
    and 73,334 shares at December 31, 2007 and
    December 31, 2006, respectively






76,291Common stock, $0.01 par value, authorized
    60,000,000 shares, issued and outstanding
    17,870,804 shares and 2,776,192 shares at
    December 31, 2007 and 2006, respectively


178,710



27,762Additional paid-in capital


57,575,593



34,822,306Accumulated deficit


(47,686,162
)


(34,460,661
)Total stockholders equity


10,068,141



465,698Total liabilities and stockholders equity

$
11,288,043


$
805,029    F-2




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##### Table of Contents



Echo
    Therapeutics, Inc.
    (Formerly Sontra Medical Corporation)
  Consolidated Statements of Operations
  For the Years EndedDecember 31,2007


2006Revenue:Product revenue

$
12,120


$
39,828Licensing revenue


45,833



49,167Total revenue


57,953



88,995Operating Expenses:Cost of product revenue


1,556



90,557Research and development


1,306,424



3,056,118Purchased research and development


6,994,578



Selling, general and administrative


4,600,627



2,111,835Impairment loss on property and equipment






275,738Total operating expenses


12,903,185



5,534,248Loss from operations


(12,845,232
)


(5,445,253
)Other Income (Expense):Interest income


55,635



124,132Interest expense


(435,904
)


(19,843
)Other income (expense), net


(380,269
)


104,289Net loss


(13,225,501
)


(5,340,964
)Accretion of dividend on Series A Convertible Preferred
    Stock


(483
)


(5,867
)Net loss applicable to common shareholders

$
(13,225,984
)

$
(5,346,831
)Net loss per common share, basic and diluted

$
(1.12
)

$
(1.97
)Basic and diluted weighted average common shares outstanding


11,769,951



2,720,259    F-3




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##### Table of Contents



Echo
    Therapeutics, Inc.
    (Formerly Sontra Medical Corporation)
 Consolidated
    Statements of Changes in Stockholders Equity
    Years Ended December 31, 2007 and 2006  Series AConvertiblePreferred Stock


Common Stock


Additional


Deferred





TotalNumber of


Carrying


Number of


Carrying


Paid-in


Stock-Based


Accumulated


StockholdersShares


Value


Shares


Value


Capital


Compensation


Deficit


EquityBalance December 31, 2005


73,334


$
76,291



2,226,183


$
22,262


$
32,858,548


$
(4,159
)

$
(29,119,697
)

$
3,833,245Dividend paid on Series A preferred stock






(5,867
)


2,941



29



5,838Accretion of Series A preferred stock dividend






5,867











(5,867
)Reclassification upon adoption of SFAS No. 123(R )


















(2,664
)


2,664Stock issued to 401(k) plan










48,981



490



257,174











257,664Shares issued from sale of common stock










445,635



4,456



1,619,630











1,624,086Fractional shares resulting from reverse stock split










(48
)Share-based payments  options, net of forfeitures


















81,381



1,495







82,876Share-based payments  restricted stock, net of
    forfeitures










52,500



525



8,266











8,791Net loss


























(5,340,964
)


(5,340,964
)Balance December 31, 2006


73,334



76,291



2,776,192



27,762



34,822,306







(34,460,661
)


465,698Dividend paid on Series A preferred stock






(3,440
)


10,487



105



3,335











Accretion of Series A preferred stock dividend






483











(483
)










Repurchase of Series A preferred stock


(73,334
)


(73,334
)






















(73,334
)Exercise of stock warrants to purchase common stock










312,500



3,126



61,576











64,702Exercise of stock options










5,000



50



1,300











1,350Issuance of common stock in private placement, net of issuance
    costs of $241,674










8,415,000



84,150



2,149,176











2,233,326Issuance of common stock and warrants for placement agent fees
    (fair value of $241,539)










54,750



548



(548
)










Issuance of common stock in connection with ETI acquisition










6,250,000



62,500



15,500,000











15,562,500Fair value of warrants issued in connection with ETI acquisition


















989,215











989,215Share-based payments  options, net of forfeitures


















2,609,811











2,609,811Share-based payments  restricted stock for services,
    net of forfeitures










46,875



469



114,905











115,374Beneficial Conversion Feature  Senior Notes


















1,325,000











1,325,000Net Loss


























(13,225,501
)


(13,225,501
)Balance December 31, 2007





$




17,870,804


$
178,710


$
57,575,593






$
(47,686,162
)

$
10,068,141    F-4




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##### Table of Contents



Echo
    Therapeutics, Inc
    (Formerly Sontra Medical Corporation)
 Consolidated
    Statements of Cash Flows  Years Ended December 31,2007


2006Cash Flows From Operating Activities:Net loss

$
(13,225,501
)

$
(5,340,964
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


151,571



183,545Share-based compensation


2,725,185



91,667Purchased research and development


6,994,578



Non-cash interest related to Senior Notes


386,458



Impairment loss on property and equipment






275,738Changes in assets and liabilities:Accounts receivable






1,129Inventory


1,556



29,694Prepaid expenses and other current assets


(8,317
)


52,474Accounts payable


336,491



(164,391
)Deferred revenue


(45,833
)


833Accrued expenses


140,771



(55,907
)Net cash used in operating activities


(2,543,041
)


(4,926,182
)Cash Flows from Investing Activities:Cash paid in connection with Acquistion


(219,815
)


Purchase of property and equipment


(19,425
)


(106,598
)Decrease in restricted cash


9,699



9,299Sales of short term investments






3,000,000Net cash provided by investing activities


(229,541
)


2,902,701Cash Flows From Financing ActivitiesRepurchase of Series A preferred stock


(73,334
)


Proceeds from the sale of common stock, net of expenses


2,233,326



1,624,086Proceeds from Senior Notes


1,325,000



Payments on equipment note payable


(144,316
)


(58,380
)Proceeds from the exercise of warrants


64,702



Proceeds from the exercise of stock options


1,350



Net cash provided by financing activities


3,406,728



1,565,706Net Increase (Decrease) in Cash and Cash Equivalents


634,146



(457,775
)Cash and Cash Equivalents, beginning of period


559,017



1,016,792Cash and Cash Equivalents, end of period

$
1,193,163


$
559,017Supplemental Disclosure of Non Cash Financing Transactions:Cash paid for interest

$
10,041


$
19,843Accretion of dividend on Series A Convertible Preferred
    Stock

$
483


$
5,867Common stock issued for dividends on converted Series A
    Convertible Preferred Stock

$



$
5,867Fair value of common stock issued for ETI acquisition

$
15,562,500


$
Beneficial conversion feature on Senior Notes

$
1,325,000


$
Fair value of warrants issued in connection with ETI acquisition

$
989,215


$
Fair value of common stock and warrants issued for equity
    financing costs

$
241,539


$
Fair value of common stock issued for accrued 401(k) plan
    contributions and accrued profit sharing bonus

$



$
257,664Deposits reclassified to property and equipment

$



$
205,012    F-5




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    Years Ended December 31, 2007 and 2006
  (1)
    ORGANIZATION,
    BASIS OF PRESENTATION AND GOING CONCERN  Organization
    and Basis of Presentation
        Going
    Concern
    (2)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES    Use of
    Estimates
    See report of independent
    registered public accounting firm.
 F-6




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Intangible
    Assets and Other Long-Lived Assets
      Accounting for the
    Impairment and Disposal of Long-Lived Assets
      See report of independent
    registered public accounting firm.
 F-7




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Purchased
    Research and Development
    Depreciation
    and Amortization
    Asset Classification

Estimated Useful LifeComputer equipment

3 yearsOffice and laboratory equipment

3-5 yearsFurniture and fixtures

7 yearsManufacturing equipment

5 yearsLeasehold improvements

Life of lease   Share-Based
    Payments
        Concentration
    of Credit Risk
  Disclosure of Information about
    Financial Instruments with Off-Balance-Sheet Risk and Financial
    Instruments with Concentrations of Credit Risk
  See report of independent
    registered public accounting firm.
 F-8




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financial
    Instruments
  Disclosures about Fair Value of
    Financial Instruments
  Net
    Loss per Common Share
  Earnings per Share
  1-for-10
    Segment
    Information
  Disclosures about Segments of an
    Enterprise and Related Information
  Research
    and Development Expenses
      See report of independent
    registered public accounting firm.
 F-9




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
        Deferred
    Revenue
    Revenue
    Recognition
    Reclassifications
    Recent
    Accounting Pronouncements
    pooling-of-interests
  See report of independent
    registered public accounting firm.
 F-10




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (3)
    ACQUISITION
    OF ETI  tm tm tm
    See report of independent
    registered public accounting firm.
 F-11




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Consideration:Cash

$
60,000Common stock


15,562,500Total consideration


15,622,500Transaction costs:Fair value of warrants


989,215Cash (including $157,000 included in accrued expenses at
    December 31, 2007)


316,815Total transaction costs


1,306,030Total acquisition cost

$
16,928,530     Current assets acquired

$
3,952Purchased research and development


6,994,578Technology related intangible assets


9,625,000Contract related intangible asset


355,000Current liabilities assumed


(50,000
)$
16,928,530       See report of independent
    registered public accounting firm.
 F-12




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (4)
    INTANGIBLE
    ASSETS    Estimated





AccumulatedLife


Cost


Amortization


NetContract related intangible asset:Cato Research discounted contract


3 years


$
355,000


$
34,514


$
320,486Technology related intangible assets:Patent for the AzoneTS-based product candidates and formulation


9 years



1,305,000







1,305,000Drug Master Files containing formulation, clinical and safety
    documentation used by the FDA


9 years



1,500,000







1,500,000Two(2) in-process Durhalieve-related pharmaceutical products


9 years



6,820,000







6,820,000Total technology related intangible assets






9,625,000







9,625,000Total





$
9,980,000


$
34,514


$
9,945,486         EstimatedAmortizationYear Ending December 31:

Expense2008

$
118,0002009


118,0002010


1,153,0002011


1,069,0002012


1,069,000   (5)
    IMPAIRMENT
    LOSS ON PROPERTY AND EQUIPMENT  ® ® ® ®
  See report of independent
    registered public accounting firm.
 F-13




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ®
  (6)
    OPERATING
    LEASE COMMITMENTS    AmountFor the years ended December 31,2008

$
172,0002009


44,000Total

$
216,000       (7)
    PATENT
    LICENSE AGREEMENT    and/or
  See report of independent
    registered public accounting firm.
 F-14




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (8)
    NOTES PAYABLE    2007


2006Senior Notes:Senior promissory bridge notes

$
1,325,000


$
Unamortized discount


(938,542
)


386,458



Equipment note payable






144,316Total notes payable


386,458



144,316Less current portion of notes payable


386,458



89,808Notes Payable, net of current portion

$



$
54,508   Bridge
    Notes
        Settlement
    Options
    See report of independent
    registered public accounting firm.
 F-15




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Equipment
    Note Payable
    (9)
    SERIES A
    CONVERTIBLE PREFERRED STOCK    1-for-10
  winding-up
  See report of independent
    registered public accounting firm.
 F-16




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (10)
    COMMON
    STOCK    ETI
    Acquisition
    Burnham
    Hill Partners Investment Banking and Financial Advisory
    Agreements
      See report of independent
    registered public accounting firm.
 F-17




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Private
    Placements of Common Stock
              See report of independent
    registered public accounting firm.
 F-18




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legend
    Merchant Group Placement Agent and Financial Advisory
    Agreements
          2006
    Common Stock Issuances
        See report of independent
    registered public accounting firm.
 F-19




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Common
    Stock Reserves
    Reserve for exercise of warrants


3,574,459Reserve for the issuance of restricted stock grants


154,125Reserve for the issuance of stock options outside of a qualified
    plan


3,050,000Reserve for the exercise of stock options


1,818,138Total Reserves


8,596,722   (11)
    STOCK
    OPTION PLANS  and/or
    and/or
    See report of independent
    registered public accounting firm.
 F-20




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form S-8
    Share-Based
    Compensation
        2007

2006Risk-free interest rate

4.11% - 4.72%

5.00%Expected dividend yield



Expected term (employee grants)

6 - 6.75 years

6.75 yearsForfeiture rate (excluding fully vested options)

11%-33%

6%Expected volatility

118% - 164%

108%     Weighted-Weighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions

Shares


Price


Term


ValueOutstanding at January 1, 2007


275,974


$
16.02Granted


4,030,000



1.68Exercised


(5,000
)


.27Forfeited or expired


(234,703
)


13.13Outstanding at December 31, 2007


4,066,271


$
1.99



9.70 years


$
895,100Exercisable at December 31, 2007


1,610,934


$
2.36



9.50 years


$
442,809   See report of independent
    registered public accounting firm.
 F-21




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-AverageGrant-DateNonvested Shares

Shares


Fair ValueNonvested at January 1, 2007


52,500


$
1.77Granted


129,750



1.85Vested


(137,250
)


1.85Forfeited


(28,125
)


1.77Nonvested at December 31, 2007


16,875


$
1.77       (12)
    WARRANTS    Number ofShares


ExerciseExercisable


Price


Date of ExpirationGranted to investors in private placement


501,200


$
15.00



9/15-10/15/2008Granted to placement agent in private placement


41,059


$
12.00



9/15-10/15/2008Granted to investors and placement agent in private placement


118,620


$
24.50



12/8-10/15/2009Granted to investor in former subsidiary


15,000


$
50.00



2/23/2010Granted to investors and placement agent in private placement


476,829


$
5.80



3/16/2016Granted to investors in private placement


1,337,500


$
0.21



1/30/09Granted to investors and placement agent in private placement


599,250


$
1.40



6/15-7/16/2012Granted to financial investment advisor


60,000


$
1.63



7/25/2012Granted to financial advisor in connection with an acquisition


425,000


$
2.39



9/14/2012Total


3,574,458Weighted average exercise price





$
4.66Weighted average duration in years










2.40 years   See report of independent
    registered public accounting firm.
 F-22




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (13)
    BAYER
    LICENSE AGREEMENT      (14)
    INCOME
    TAXES      See report of independent
    registered public accounting firm.
 F-23




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007


2006Deferred Tax Assets/(Liabilities)Net operating loss carryforwards

$
14,325,000


$
13,008,000Research credit carryforward


834,000



723,000Acquired intangible assets, net


(3,829,000
)


Other temporary differences


154,000



8,000Total deferred tax assets, net


11,484,000



13,739,000Valuation allowance


(11,484,000
)


(13,739,000
)Net deferred tax asset

$



$
       December 31,2007


2006Benefit at Statutory rate

$
4,629,000


$
1,869,000State Tax Benefit


430,000



174,000IPR&D


(2,448,000
)


Other Permanent Items


(1,137,000
)


(177,000
)R&D Credits


100,000



111,000Benefit at Effective Rate


1,574,000



1,977,000Acquired intangible assets


(3,829,000
)


Changes in Valuation Allowance


2,255,000



(1,977,000
)$



$
   (15)
    EMPLOYEE
    BENEFIT PLANS    See report of independent
    registered public accounting firm.
 F-24




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (16)
    SUBSEQUENT
    EVENTS  2008
    Secured Note and Warrant Financing
            See report of independent
    registered public accounting firm.
 F-25




---



##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        No. 00-19,
  2008
    Senior Note Financing
    See report of independent
    registered public accounting firm.
 F-26




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          No. 96-19, No. 98-5,
    Warrant
    Redemption Requested and Warrant Exercises
    See report of independent
    registered public accounting firm.
 F-27




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##### Table of Contents



ECHO
    THERAPEUTICS, INC.
    (Formerly Sontra Medical Corporation)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Issuances
    to Consultants
      Appointment
    of Director and Grant of Nonqualified Stock
    Options
    See report of independent
    registered public accounting firm.
 F-28




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##### Table of Contents



ITEM 8.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 8A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
    Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that our receipts and expenditures are being made only in
    accordance with authorizations of our management and
    directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.     46




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##### Table of Contents



ITEM 8B.
    OTHER
    INFORMATION   PART III  ITEM 9.
    DIRECTORS,
    EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
    GOVERNANCE; COMPLIANCE WITH
    SECTION 16(a)
    OF THE EXCHANGE ACT    www.echotx.com.
  ITEM 10.
    EXECUTIVE
    COMPENSATION    ITEM 11.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 12.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 13.
    EXHIBITS    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   47




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##### Table of Contents



SIGNATURES    ECHO THERAPEUTICS, INC.
  By:
    /s/  Patrick
    T. Mooney       By: /s/  Patrick
    T. Mooney

By: /s/  Shawn
    K. SinghName:    Patrick
    T. Mooney, M.D.

Name:    Shawn
    K. Singh, J.D.Title:      Chief Executive
    Officer and Chairman 
    of the Board
    (Principal Executive Officer)

Title:      President and DirectorBy: /s/  Walter
    W. Witoshkin

By: /s/  Robert
    S. LangerName:    Walter
    W. Witoshkin

Name:    Robert
    S. Langer, Sc.DTitle:      Director

Title:      DirectorBy: /s/  Vincent
    D. Enright

By: /s/  Harry
    G.MitchellName:    Vincent
    D. Enright

Name:    Harry
    G. MitchellTitle:      Director

Title:      Chief Operating
    Officer,
    Chief Financial Officer and Treasurer
    (Principal Financial Officer and 
    Principal Accounting Officer)  48




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Document2
.1

Agreement and Plan of Reorganization by and among the
    Registrant, Sontra Medical, Inc. and CC Merger Corp. dated
    February  27, 2002 is incorporated herein by reference to
    Exhibit 2.1 of the Registrants Current Report on Form 8-K
    dated February 27, 2002.2
.2

Amendment No. 1 to Agreement and Plan of Reorganization by and
    among the Registrant, Sontra Medical, Inc. and CC Merger Corp.
    dated February 27, 2002 is incorporated herein by reference to
    Exhibit 2.2 of the Registrants Registration Statement on
    Form S-4, as amended, filed on May 16, 2002.2
.3

Agreement and Plan of Merger and Reorganization by and among the
    Registrant, Durham Pharmaceuticals Ltd. (d/b/a Echo
    Therapeutics, Inc.) and Durham Pharmaceuticals Acquisition Co.
    dated as of September 14, 2007 is incorporated herein by
    reference to Exhibit 2.1 of the Registrants Current Report
    on Form 8-K dated September 14, 2007.2
.4

Asset Purchase Agreement by and between the Registrant and DP
    Pharmaceuticals, LLC dated as of September 14, 2007 is
    incorporated herein by reference to Exhibit 2.2 of the
    Registrants Current Report on Form 8-K dated September 14,
    2007.3
.1

Second Amended and Restated Articles of Incorporation of the
    Registrant is incorporated herein by reference to Exhibit 3.01
    to the Registrants Annual Report on Form 10-KSB for the
    fiscal year ended December 31, 2003.3
.2

Articles of Amendment of Second Amended and Restated Articles of
    Incorporation is incorporated herein by reference to Exhibit 4.1
    to the Registrants Current Report on Form 8-K dated May
    24, 2005.3
.3

Articles of Amendment of Second Amended and Restated Articles of
    Incorporation, as amended, is incorporated herein by reference
    to Exhibit 3.1 to the Registrants Current Report on Form
    8-K dated August 10, 2006.3
.4

Articles of Amendment of Second Amended and Restated Articles of
    Incorporation, as amended, is incorporated herein by reference
    to Exhibit 3.1 to the Registrants Current Report on Form
    8-K dated September 28, 2007.3
.5

Amended and Restated Bylaws of the Registrant is incorporated
    herein by reference to Exhibit 3.03 to the Registrants
    Annual Report on Form 10-KSB for the fiscal year ended December
    31, 2003.4
.1

Specimen Certificate of Common Stock of the Registrant (filed
    herewith).10
.1*

2003 Stock Option and Incentive Plan, as amended, is
    incorporated herein by reference to Appendix I of the
    Registrants Definitive Schedule 14A filed on April 17,
    2007.10
.2*

Form of Restricted Stock Agreement for use under the
    Registrants 2003 Stock Option and Incentive Plan is
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on Form 8-K dated August 14,
    2006.10
.3*

1999 Stock Option and Incentive Plan is incorporated herein by
    reference to Exhibit 10.31 of the Registrants Registration
    Statement on Form S-4 filed on April 24, 2002.10
.4*

1997 Long-Term Incentive and Stock Option Plan, as amended, is
    incorporated herein by reference to Exhibit 10.3 of the
    Registrants Quarterly Report on Form 10-QSB for the period
    ended June 30, 2002.10
.5

License Agreement dated as of July 28, 2003 by and between the
    Registrant and Bayer Healthcare LLC is incorporated herein by
    reference to Exhibit 10.1 to the Registrants Current
    Report on Form 8-K dated July 28, 2003.10
.6

Amendment No. 1 to License Agreement dated as of December 14,
    2005 by and between the Registrant and Bayer Healthcare LLC is
    incorporated herein by reference to Exhibit 99.2 to the
    Registrants Current Report on Form 8-K dated December 14,
    2005.10
.7

Lease Agreement between the Registrant and Forge Park Investors
    LLC dated January 24, 2003 is incorporated herein by reference
    to Exhibit 10.13 to the Registrants Annual Report on Form
    10-KSB for the fiscal year ended December 31, 2002.10
.8

Patent License Agreement (Exclusive) between Select Medical,
    Inc. and the Massachusetts Institute of Technology dated as of
    June 30, 1998 is incorporated herein by reference to Exhibit
    10.39 of the Registrants Registration Statement on Form
    S-4 filed on April 24, 2002. 49




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##### Table of Contents



ExhibitNumber

Description of Document10
.9

Form of Common Stock Purchase Warrant is incorporated herein by
    reference to Appendix E to the Registrants Definitive
    Schedule 14A filed September 8, 2003.10
.10

Form of Placement Agent Common Stock Purchase Warrant is
    incorporated herein by reference to Exhibit 99.4 to the
    Registrants Registration Statement on Form S-3 filed on
    October 15, 2003.10
.11

Common Stock and Warrant Purchase Agreement dated as of December
    8, 2004 by and among the Registrant and the investors listed on
    Schedule 1 thereto is incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on Form 8-K
    dated December 8, 2004.10
.12

Form of Common Stock Purchase Warrant is incorporated herein by
    reference to Exhibit 10.2 to the Registrants Current
    Report on Form 8-K dated December 8, 2004.10
.13

Common Stock and Warrant Purchase Agreement dated as of March 7,
    2006 by and among the Registrant and the investors listed on
    Schedule 1 thereto is incorporated herein by reference to
    Exhibit 99.1 to the Registrants Current Report on Form 8-K
    dated March 7, 2006.10
.14

Form of Common Stock Purchase Warrant is incorporated herein by
    reference to Exhibit 99.2 to the Registrants Current
    Report on Form 8-K dated March 7, 2006.10
.15

Common Stock and Warrant Purchase Agreement dated as of January
    2, 2007 by and among the Registrant, Sherbrooke Partners, LLC
    and the purchasers named therein is incorporated herein by
    reference to Exhibit 10.1 of the Registrants Current
    Report on Form 8-K dated January 1, 2007.10
.16

Form of Warrant to Purchase Shares of Common Stock is
    incorporated herein by reference to Exhibit 10.2 of the
    Registrants Current Report on Form 8-K dated January 1,
    2007.10
.17

Form of Subscription Agreement is incorporated herein by
    reference to Exhibit 10.1 of the Registrants Current
    Report on Form 8-K dated June 15, 2007.10
.18

Form of Warrant to Purchase Shares of Common Stock is
    incorporated herein by reference to Exhibit 10.2 of the
    Registrants Current Report on Form 8-K dated June 15, 2007.10
.19

Strategic Master Services Agreement by and between the
    Registrant and Cato Research Ltd. dated September 14, 2007 is
    incorporated herein by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K dated September 14,
    2007.10
.20

Strategic Deferred Payment Agreement by and between the
    Registrant and Cato Research Ltd. dated as of September 14, 2007
    is incorporated herein by reference to Exhibit 10.2 of the
    Registrants Current Report on Form 8-K dated September 14,
    2007.10
.21*

Employment Agreement by and between the Registrant and Patrick
    T. Mooney dated as of September 14, 2007 is incorporated herein
    by reference to Exhibit 10.4 to the Registrants Current
    Report on Form 8-K dated September 14, 2007 (including
    Nonqualified Stock Option Agreement).10
.22*

Employment Agreement by and between the Registrant and Shawn K.
    Singh dated as of September 14, 2007 is incorporated herein by
    reference to Exhibit 10.5 to the Registrants Current
    Report on Form 8-K dated September 14, 2007 (including
    Nonqualified Stock Option Agreement).10
.23*

Employment Agreement by and between the Registrant and Harry G.
    Mitchell dated as of September 14, 2007 is incorporated herein
    by reference to Exhibit 10.6 to the Registrants Current
    Report on Form 8-K dated September 14, 2007 (including
    Nonqualified Stock Option Agreement).10
.24

Form of Warrant to Purchase Shares of Common Stock is
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on Form 10-QSB for the period
    ended September 30, 2007.10
.25*

Form of Nonqualified Stock Option Agreement is incorporated
    herein by reference to Exhibit 10.1 to the Registrants
    Current Report on Form 8-K dated December 22, 2007.10
.26

First Amendment to Lease dated February 11, 2008 by and between
    the Registrant and CRP-2 Forge, LLC, as successor in interest to
    Forge Park Investors LLC is incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on Form 8-K
    dated March 13, 2008.10
.27

Note and Warrant Purchase Agreement by and among the Registrant
    and the Purchasers named therein dated as of February 11, 2008
    is incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K dated February 11,
    2008.10
.28

Guaranty dated as of February 11, 2008 executed by Sontra
    Medical, Inc. is incorporated herein by reference to Exhibit
    10.2 to the Registrants Current Report on Form 8-K dated
    February 11, 2008. 50




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##### Table of Contents



ExhibitNumber

Description of Document10
.29

Guaranty dated as of February 11, 2008 executed by Echo
    Therapeutics, Inc. is incorporated herein by reference to
    Exhibit 10.3 to the Registrants Current Report on Form 8-K
    dated February 11, 2008.10
.30

Form of Senior Promissory Note is incorporated herein by
    reference to Exhibit 10.4 to the Registrants Current
    Report on Form 8-K dated February 11, 2008.10
.31

Form of Warrant is incorporated herein by reference to Exhibit
    10.5 to the Registrants Current Report on Form 8-K dated
    February 11, 2008.10
.32

Securities Purchase and Loan Agreement by and among the
    Registrant and the Purchaser named therein dated as of March 24,
    2008 is incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K dated March 24,
    2008.10
.33

Form of Original Issue Discount Senior Secured Note is
    incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on Form 8-K dated March 24,
    2008.10
.34

Form of Warrant is incorporated herein by reference to Exhibit
    10.3 to the Registrants Current Report on Form 8-K dated
    March 24, 2008.10
.35

Guaranty dated as of March 24, 2008 executed by Echo
    Therapeutics, Inc., Sontra Medical, Inc., Imperium Advisers,
    LLC, and Imperium Master Fund, Ltd. is incorporated herein by
    reference to Exhibit 10.4 to the Registrants Current
    Report on Form 8-K dated March 24, 2008.10
.36

Security Agreement by and among the Registrant, Imperium
    Advisers, LLC, Imperium Master Fund, Ltd., Echo Therapeutics,
    Inc. and Sontra Medical, Inc. dated as of March 24, 2008 is
    incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on Form 8-K dated March 24,
    2008.10
.37

Registration Rights Agreement by and among the Registrant and
    the Purchaser dated as of March 24, 2008 is incorporated herein
    by reference to Exhibit 10.6 to the Registrants Current
    Report on Form 8-K dated March 24, 2008.10
.38*

Nonqualified Stock Option Agreement by and between the
    Registrant and Vincent D. Enright dated as of March 25, 2008 is
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on Form 8-K dated March 25,
    2008.14


Code of Business Conduct and Ethics of the Registrant is
    incorporated herein by reference to Exhibit 14 to the
    Registrants Annual Report on Form 10-KSB for the fiscal
    year ended December 31, 2003.21


Subsidiaries of the Registrant (filed herewith).23


Consent of Wolf & Company, P.C. (filed herewith).31
.1

Certification of the Chief Executive Officer and Chairman of the
    Board pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
    Securities and Exchange Act of 1934 as adopted under Section 302
    of the Sarbanes-Oxley Act of 2002.31
.2

Certification of the Chief Operating Officer, Chief Financial
    Officer and Treasurer pursuant to Rule 13a-14(a) or Rule
    15d-14(a) of the Securities and Exchange Act of 1934 as adopted
    under Section 302 of the Sarbanes-Oxley Act of 2002.32
.1

Certification of the Chief Executive Officer and Chairman of the
    Board pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of the Chief Operating Officer, Chief Financial
    Officer and Treasurer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.     *
    
    Management contract or compensatory plan or arrangement filed in
    response to Item 13 of Form
    10-KSB. 51