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Exhibit 10.2


Term Sheet

Series D Convertible Preferred Stock and Warrants






Echo Therapeutics, Inc. (the “ Company ”)






Platinum Montaur Life Sciences, LLC (“ Platinum ”) and other select accredited and institutional investors (together with Platinum, the “ Purchasers ”)


Closing Date:

On the date hereof, Platinum has loaned the amount of $1,000,000 to be evidenced by a bridge note, which bridge note shall convert into Series D Stock on the First Closing.  The First Closing shall occur on or before February 1, 2011.  At the First Closing, Platinum shall acquire an additional $500,000 of Preferred Stock.   Subsequent Closings (each in the amount of $500,000) shall occur on or about the first business day of March, April and May, 2011, subject to standard closing conditions, including the absence of any default  (each a “ Closing ”).


Type of Securities:

Shares of the Company’s Series D Convertible Preferred Stock (the “ Series D Stock ”) and common stock purchase warrants (the “ Warrants ”)



At least $3,000,000 stated value of Series D Stock (the “ Financing ”) from Platinum and additional funds from other Purchasers as agreed upon by Platinum and the Company in good faith.  The reasonable legal fees of Platinum shall be reimbursed by the Company in an amount not to exceed $7,500.


Conversion Price:

The shares of Series D Stock shall be convertible into shares of the Company’s common stock, $0.01 par value (the “ Common Stock ”), at

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