8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2006

SONTRA MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	000-23017	41-1649949
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

10 Forge Parkway Franklin, Massachusetts	02038
(Address of principal executive offices)	(Zip Code)

(508) 553-8850

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Restricted Stock Agreement

On August 14, 2006, Sontra Medical Corporation (the “Company”) issued restricted stock to its employees, executive officers and directors pursuant to the Company’s 2003 Stock Option and Incentive Plan (the “Plan”). The shares of restricted stock vest annually over a period of four years, and each restricted stock grant is subject to the Company’s form of Restricted Stock Agreement filed as Exhibit 99.1 to this Form 8-K.

The Company issued the following number of shares of restricted stock to its executive officers and directors: Thomas W. Davison, the Company’s President and Chief Executive Officer, received 65,000 shares; Barry Marston, the Company’s Vice President of Sales and Marketing, received 20,000 shares; Michael Wigley, a director of the Company, received 15,000 shares; and Joseph Amaral, Gary S. Kohler, Robert Langer, Gerard E. Puorro and Brian F. Sullivan, directors of the Company, each received 7,500 shares.

CFO Offer Letter

On August 30, 2006, the Company and Harry G. Mitchell entered into an employment offer letter (the “Offer Letter”), dated August 29, 2006, pursuant to which the Company appointed Mr. Mitchell as the Company’s Vice President of Finance, Treasurer and Chief Financial Officer. Pursuant to the Offer Letter, Mr. Mitchell’s annual base salary will be $225,000, and he will be granted 42,000 shares of restricted stock pursuant to the Plan. The shares of restricted stock will vest annually over a period of four years. Mr. Mitchell will also be required to execute the Company’s standard form of non-competition and confidentiality agreement. Mr. Mitchell will initially be employed part-time until his obligations to an unrelated third party are fulfilled, at which time Mr. Mitchell will begin to be employed full-time. Mr. Mitchell will receive 50% of his annual salary during the time that he is employed part-time.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 30, 2006, the Company appointed Mr. Harry G. Mitchell to serve as the Company’s Vice President of Finance, Treasurer and Chief Financial Officer beginning on September 4, 2006. Since June 2006, Mr. Mitchell has served as the Company’s Interim Chief Financial Officer. From 2004 until June 2006, Mr. Mitchell served as President and Chief Executive Officer of MedTech Advances, Inc. and provided financial and other consulting services to several other corporations. From 1999 to 2004, Mr. Mitchell was Chief Financial Officer of Boston Medical Technologies, Inc. There are no family relationships between Mr. Mitchell and any director or other executive officer of the Company. For a further description of the terms of Mr. Mitchell’s engagement, see Item 1.01 above, which is incorporated herein by reference.

A copy of the press release issued by the Company concerning the foregoing is filed herewith as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Form of Restricted Stock Agreement for use under the Company’s 2003 Stock Option and Incentive Plan.
99.2	Offer Letter, dated August 29, 2006, between the Company and Harry G. Mitchell.
99.3	Press Release of the Company, dated September 5, 2006.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sontra Medical Corporation
Date: September 6, 2006	By:	/s/ Thomas W. Davison
		Thomas W. Davison
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Form of Restricted Stock Agreement for use under the Company’s 2003 Stock Option and Incentive Plan.
99.2	Offer Letter, dated August 29, 2006, between the Company and Harry G. Mitchell.
99.3	Press Release of the Company, dated September 5, 2006.

EX-99.1

Exhibit 99.1

SONTRA MEDICAL CORPORATION

Restricted Stock Agreement

Granted Under 2003 Stock Option and Incentive Plan

AGREEMENT made as of the [            ] day of [            ], 200[    ] (the “Grant Date”) between Sontra Medical Corporation, a Minnesota corporation (the “Company”), and [            ] (the “Participant”).

For past services rendered and other valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

1. Grant of Shares.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Company’s Amended and Restated 2003 Stock Option and Incentive Plan (the “Plan”), [            ] shares (the “Shares”) of common stock, $0.01 par value, of the Company (“Common Stock”). The Participant agrees that the Shares shall be subject to forfeiture as set forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 3 of this Agreement.

2. Forfeiture.

        (a) In the event that the Participant ceases to be employed by the Company for any reason or no reason, with or without cause, prior to [            ], 2007, all of the Unvested Shares (as defined below) shall be forfeited.

“Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at the time the Participant ceases to be employed by the Company. The “Applicable Percentage” shall be (i) 100% during the 12-month period ending [            ], 2007, (ii) 75% during the 12-month period ending [            ], 2008, (iii) 50% during the 12-month period ending [            ], 2009; (iv) 25% after [            ], 2010; and (v) zero thereafter.

        (b) For purposes of this Agreement, employment with the Company shall include employment or service as a member of the board of directors with a parent or subsidiary of the Company.

3. Restrictions on Transfer.

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Shares, or any interest therein, that would be Unvested Shares if the Participant were to cease to be employed by the Company at the time of the transfer, except that the Participant may transfer such Shares (i) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Participant and/or Approved Relatives, provided that such Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions of Section 2 and the restrictions on transfer set forth in this Section 3) and such

permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement.

4. Escrow.

The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Assistant Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions.

5. Restrictive Legends.

All certificates representing Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

“The shares of stock represented by this certificate are subject to restrictions on transfer and a risk of forfeiture as set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation.”

6. Provisions of the Plan.

        (a) This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

        (b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the Plan), all rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with a Reorganization Event, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.

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7. Withholding Taxes; Section 83(b) Election.

        (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the lapse or partial lapse of the risk of forfeiture.

        (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Participant understands that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are granted rather than when and as the risk of forfeiture lapses by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of grant.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

8. Miscellaneous.

        (a) No Rights to Employment. The Participant acknowledges and agrees that the vesting of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or being granted shares hereunder). The Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all.

        (b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

        (c) Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

        (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 3 of this Agreement.

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        (e) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8(e).

        (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

        (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.

        (h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant.

        (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Minnesota without regard to any applicable conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Sontra Medical Corporation

By:

Name:

Title:

[Name of Participant]

Address:

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Exhibit A

Sontra Medical Corporation

Joint Escrow Instructions

[                        ], 200[    ]

Secretary

Sontra Medical Corporation

400 Minuteman Road

Andover, MA 01810

Dear Sir:

As Escrow Agent for Sontra Medical Corporation, a Minnesota corporation, and its successors in interest under the Restricted Stock Agreement (the “Agreement”) of even date herewith, to which a copy of these Joint Escrow Instructions is attached (the “Company”), and the undersigned person (“Holder”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with the following instructions:

1.     Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you.

2. Forfeiture.

Upon any forfeiture of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice of forfeiture. Holder and the Company hereby irrevocably authorize and direct you to deliver the forfeited Shares to the Company in accordance with the terms of said notice.

3.    Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares that are not Unvested Shares (as defined in the Agreement).

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4. Duties of Escrow Agent.

        (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

        (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

        (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or Company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or Company by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

        (d) You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

        (e) You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel.

        (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Assistant Secretary of the Company or (ii) you resign by written notice to each party. In the event of a termination under clause (i), your successor as Assistant Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent hereunder.

        (g) If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

        (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

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(i) These Joint Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you.

(j) The Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including attorneys’ fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except such as shall result from your gross negligence or willful misconduct.

5.    Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto.

COMPANY:	Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: President
HOLDER:	Notices to Holder shall be sent to the address set forth below Holder’s signature below.
ESCROW AGENT:	Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.

6. Miscellaneous.

        (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and you do not become a party to the Agreement.

        (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

* * * * *

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Very truly yours,

Sontra Medical Corporation

By:

Name:

Title:

HOLDER:

(Signature)

Print Name

Address:

Date Signed:

ESCROW AGENT:

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Exhibit B

(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)

FOR VALUE RECEIVED, I hereby sell, assign and transfer unto Sontra Medical Corporation                                                       (            ) shares of Common Stock, $0.01 par value per share, of Sontra Medical Corporation (the “Corporation”) standing in my name on the books of the Corporation represented by Certificate(s) Number                          herewith, and do hereby irrevocably constitute and appoint                                               as attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.

Dated:                                              

IN PRESENCE OF:                                                              

NOTICE: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration, enlargement, or any change whatever and must be guaranteed by a commercial bank, trust company or member firm of the Boston, New York or Midwest Stock Exchange.

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EX-99.2

Exhibit 99.2

August 29, 2006

Harry G. Mitchell

47 Wampanoag Drive

Franklin, MA 02038

Dear Harry:

All of us at Sontra Medical Corporation are delighted by the prospect of your joining us. As such, we would like to confirm our offer to you for the position of Vice President of Finance and Chief Financial Officer reporting to me.

As discussed, your initial employment with Sontra will be permanent and on a part-time basis working 2.5 full time days per week until your obligations to MediSpectra are satisfied. You will receive 50% of your annual salary until your employment becomes full time. You will be entitled to benefits as indicated below:

Listed below are the terms of your compensation package that we are pleased to offer:

1. Salary and Benefits

Salary - $225,000 plus a benefit package that consists of life, AD&D, medical, dental and long term disability insurance coverage, The Company provides 100% of the premium for life, and AD&D insurance. The Company pays 80% for medical and dental coverage with the employee contributing 20%.

2. Stock Bonus Incentive Plan – You will be eligible to participate in the Company’s annual discretionary employee stock bonus plan in which Sontra common stock valued at up to 10% of your salary may be deposited into your 401k account.

3. 401(k) - The Company has established a 401(k) plan includes company matching stock ownership. You will be eligible to participate in its next enrollment date on October 1, 2006.

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4. Retricted Stock Grant – You will be granted 42,000 shares of Sontra Medical Corporation common stock under a Restricted Stock Agreement under the Company’s stock option plan.

5. Vacation & Holidays – You will be entitled to Company designated holidays defined by the Company and will accrue 1.25 days of paid vacation per month worked in each calendar year, up to a maximum of 15 days each year.

As part of your employment with Sontra, you will agree to non-compete and confidentiality covenants and are considered an employee at will. In addition, you will be required to sign a confidentiality agreement which directs you to return all proprietary information to Sontra and prohibits you from disclosing such information to any third party for a period of five (5) years.

We look forward to you starting with us on September 4, 2006. If you are in agreement with these terms, please sign in the space provided below. Keep one copy for your files and return the other to Karen Cowgill.

Sincerely,

/s/ Thomas W. Davison, Ph.D.

Thomas W. Davison, Ph.D.

CEO

CC: Karen Cowgill

/s/ Harry G. Mitchell

Harry G. Mitchell

August 30, 2006

Date

EX-99.3

Exhibit 99.3

Press Release     September 5, 2006

Investor Relations Contact:   Harry G. Mitchell, CFO 508-530-0311 hmitchell@sontra.com

Sontra Medical Appoints Harry G. Mitchell

as Chief Financial Officer

Franklin, MA – September 5, 2006 – Sontra Medical Corporation (NASDAQ: SONTD) announced today the appointment of Mr. Harry G. Mitchell as its Chief Financial Officer, Treasurer and Vice President of Finance. In this position, Mr. Mitchell will be responsible for Sontra’s accounting and financial operations, including input to Sontra’s business strategic planning.

Mr. Mitchell is a Certified Public Accountant and has been the interim CFO of Sontra since June 12, 2006. Previously, Mr. Mitchell has been the Chief Executive Officer and/or Chief Financial Officer for several medical device and technology companies. Since 2004, Mr. Mitchell has served as President and Chief Executive Officer of MedTech Advances, Inc., a privately-held medical device company focusing in the Diabetes Industry, and has provided financial and other consulting services to several other corporations. From 1999 to 2004, Mr. Mitchell was Senior Vice President and Chief Financial Officer of Boston Medical Technologies, Inc., a privately held medical device and information technology company focusing in the Diabetes Industry. From 1997 to 1998, Mr. Mitchell was Senior Vice President, Chief Financial Officer and Treasurer of Focus Enhancements, Inc., a public company in the video imaging technology business.

Thomas W. Davison, Sontra’s Chief Executive Officer and President stated, “We are pleased to have Harry Mitchell join us permanently as Chief Financial Officer. Harry has already had a significant positive impact on our company and has brought extensive insight into our strategic planning as a result of his broad experience in finance and the medical device industry. He is a seasoned executive with mature and emerging public companies, and I am sure that he will make a substantial contribution to our corporate goals.”

About Sontra Medical Corporation (www.sontra.com)

Sontra Medical Corporation is a technology leader in transdermal science and is developing a non-invasive, continuous transdermal glucose monitor (“CTGM”) for principal use in the Intensive Care Market. Through its platform technology, the SonoPrep® Permeation System, combined with technical competencies in transdermal drug formulation, analysis, delivery systems and biosensors, the Company is creating a new paradigm in transdermal drug delivery and diagnosis. The CTGM and other company products are being developed for several billion dollar market opportunities, all utilizing skin permeation, chemistry and biosensor technology developed by the Company. In addition, the Company is developing products for transdermal delivery of large molecule drugs and vaccines.

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© 2002 - 2006 Sontra Medical Corporation. All rights reserved worldwide. - 1 -

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to the Company’s ability to develop, market and sell products based on its technology, including a continuous transdermal glucose monitor for the hospital ICU market; the expected size of the market for the continuous transdermal glucose monitor for the hospital ICU market; the expected benefits and efficacy of the SonoPrep device in connection with diagnostics, vaccine delivery, glucose monitoring and transdermal science; the availability of substantial additional funding to conduct research and development, clinical studies and future product commercialization; and, the Company’s business, research, product development, regulatory approval, marketing and distribution plans and strategies. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-KSB for the year ended December 31, 2005, our most recent quarterly reports on Form 10-QSB, and our current reports on Form 8-K. We do not undertake to update these forward-looking statements made by us.

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© 2006 Sontra Medical Corporation. SonoPrep is a registered trademark of Sontra Medical Corporation. All other company, product or service names mentioned herein are the trademarks or registered trademarks of their respective owners.

© 2002 - 2006 Sontra Medical Corporation. All rights reserved worldwide.         - 2 -