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):        June 15, 2007

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.

On June 15, 2007, Sontra Medical Corporation (the “Company”) completed an equity financing (the “Financing”) that provided the Company with gross proceeds of $1.0 million. Investors executed a Subscription Agreement and entered a warrant agreement with the Company. The forms of Subscription Agreement and warrant agreement are filed herewith as Exhibits 10.1 and 10.2. Under the terms of the Financing, investors purchased 1,000,000 shares of the Company’s Common Stock in a private placement at a per share purchase price of $1.00. The investors also received warrants to purchase an amount of shares of Common Stock that equals 30% of the number of shares of Common Stock purchased by such Purchaser in the Financing, for an aggregate of 300,000 shares of Common Stock (together with the warrants issued to the Placement Agent as described below, the “Warrants”). The Warrants are exercisable at a per share price of $1.40 and will expire no later than the fifth anniversary of the issue date. In addition, the Company shall have the right to terminate the Warrants, upon thirty days notice, in the event (i) the closing bid price of the Company’s Common Stock for twenty-two consecutive trading days is equal or greater than $3.00 per share and (ii) the Company has registered for resale the shares underlying the Warrants. The Warrants contain customary provisions for adjustment to the exercise price in the event of stock splits, combinations and dividends. The Warrants also contain weighted average anti-dilution provisions that provide for an adjustment to the then effective exercise price if the Company issues equity securities without consideration or for consideration per share less than $1.00.

The Company intends to use the net proceeds of the Financing for product development, funding of clinical trials, possible acquisitions or licensing of technologies or businesses, working capital and general corporate purposes. The Company may hold, through June 30, 2007, additional closings of the Financing at which the Company may issue up to 2,000,000 additional shares of Common Stock and additional warrants to purchase up to 600,000 shares of Common Stock on the same terms as the initial closing.

In connection with this Financing, the Company retained Legend Merchant Group, Inc. (the “Placement Agent”) as placement agent. The Company agreed to pay to the Placement Agent for its services (a) a cash fee equal to 7% of the aggregate capital raised by the Company in the Financing from investors introduced to the Company by the Placement Agent, excluding the proceeds from any Warrant exercises, (b) shares of unregistered Common Stock of the Company equal to 5% of the number of shares issued to investors in the Financing and (c) warrants to acquire a number of shares of Common Stock of the Company equal to 5% of the number of shares issued to investors in the Financing at a per share exercise price equal to $1.40. The Placement Agent received fees and compensation only on funds raised by the Placement Agent from new investors in the Company (i.e., only those parties, and affiliates, who have not previously participated in a financing transaction with the Company and who are not introduced by Sherbrooke Partners (and its affiliates), management or members of the Board of Directors of the Company). The Company also agreed to pay the reasonable counsel fees of the Placement Agent in an amount not to exceed $10,000.

In the Financing, Michael R. Wigley, Chairman of the Board of the Company, purchased 100,000 shares of Common Stock and Warrants for the purchase of 30,000 shares of Common Stock, for an aggregate purchase price of $100,000.00 and Harry G. Mitchell, the Interim Chief Executive Officer, the Chief Financial Officer and the Treasurer of the Company, purchased 5,000 shares of Common Stock and Warrants for the purchase of 1,500 shares of Common Stock, for an aggregate purchase price of $5,000.

The offer, sale and issuance to the investors of the shares of Common Stock, the Warrants and the shares of Common Stock issuable upon the exercise of the Warrants have been made in reliance on the statutory exemption from registration in Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, have not been and will not be registered under the Securities Act of 1933, as amended, and, unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. The Company is not required to register for resale under the Securities Act the shares of Common Stock issued to the Investors or the Placement Agent and the shares issuable upon the exercise of the Warrants.

The foregoing descriptions of the Subscription Agreement, the Warrants and the transactions contemplated therein and thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, which are filed as exhibits hereto and are incorporated herein by reference.

A copy of the press release issued by the Company on June 18, 2007 concerning the foregoing transaction is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2007, Gerard E. Puorro informed the Company that he was resigning as a director of the Company and resigning from the Company’s Audit Committee. Mr. Puorro’s resignation was effective upon his notice to the Company.

Item 9.01. Financial Statements and Exhibits.

(d) The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with this report.

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 thereunto duly authorized.

	Sontra Medical Corporation
Date: June 18, 2007	By:	/s/ Harry G. Mitchell
		Harry G. Mitchell Interim Chief Executive Officer, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Subscription Agreement
10.2	Form of Warrant to Purchase Shares of Common Stock
99.1	Press Release of the Company, dated June 18, 2007

EX-10.1

Exhibit 10.1

[Form of Subscription Agreement]

SONTRA MEDICAL CORPORATION

Subscription Agreement

THE UNITS, SHARES AND WARRANTS WHICH ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE ON THE EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE ACT AND RULE 506 OF REGULATION D PROMULGATED THEREUNDER. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

U.S. Bank National Association is acting only as an escrow agent in connection with the Offering described herein, and has not endorsed, recommended or guaranteed the purchase, value or repayment of such Securities

The undersigned purchaser (the “Purchaser”) hereby offers to purchase the number of units comprised of Common Stock of Sontra Medical Corporation, a Minnesota corporation (the “Company”) and warrants for Common Stock in the Company, set forth on the signature page hereof, (the “Units”). Each Unit shall include one share of Common Stock in the Company and a warrant for the purchase of 30% of one share of Common Stock in the Company. This offer to purchase may, for any reason whatsoever, be revoked by the Purchaser or rejected by the Company prior to acceptance of this offer by the Company. The Units being purchased hereby are part of a private placement offering of up to 3,000,000 shares of Common Stock plus warrants to purchase up to 900,000 shares of Common Stock.

Section 1.1 Purchase and Sale of the Units. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Units and underlying securities.

Section 1.2 Purchase Price. The purchase price for each of the Units (the “Purchase Price”) shall be $1.00.

Section 2.1 Representations and Warranties of the Purchaser. The Purchaser makes the following representations and warranties to the Company.

(a) Accredited Investor. The Purchaser is an “accredited investor”; as such term is defined in Rule 501(a) of Regulation D, promulgated under the Act.

(b) Speculative Investment. The Purchaser is aware that an investment in the Units and the underlying securities is highly speculative and subject to substantial risks. The Purchaser is capable of bearing the high degree of economic risk and the burden of this venture, including, but not limited to, the possibility of a complete loss of the Purchaser’s investment.

(c) Disposition. The Purchaser understands that the Units and the underlying securities have not, and will not, be registered under the Act or any applicable state securities laws, and may not be transferred unless (A) subsequently registered thereunder, or (B) sold or transferred pursuant to an exemption from securities registration under the Act and any applicable state securities laws and (ii) any resale of such shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Act) may require compliance with another exemption under the Act or the rules of the SEC thereunder.

(d) Privately Offered. The offer to acquire the Units and the underlying securities was directly communicated to the Purchaser in such manner that the Purchaser and its advisors were able to ask questions of and receive what Purchaser considers satisfactory answers concerning the terms and conditions of this transaction. At no time was the Purchaser presented with or solicited by or through any leaflet, public promotional meeting, television advertisement, or any other form of general advertising.

(e) Purchase for Investment. The Units and the underlying securities are being acquired solely for the Purchaser’s own account, for investment, and are not being purchased with a view to the resale, distribution, subdivision or fractionalization thereof without a valid registration with applicable governmental authorities.

(f) Reliance on Exemptions. The Purchaser understands that the Units and the underlying securities are being offered and sold to Purchaser in reliance upon specific exemptions from the registration requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties and agreements of the Purchaser set forth herein to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Units and the underlying securities.

Section 2.2 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser:

(a) Organization and Qualification. The Company is a corporation duly incorporated and existing under the laws of the State of Minnesota and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary other than those in which the failure so to qualify would not have a material adverse effect.

(b) Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and to issue the Units and underlying securities in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company and (iv) this Agreement constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application).

(c) Issuance of the Securities. The issuance of the Units and the underlying securities has been duly authorized and, when paid for and issued in accordance with the terms hereof, will be fully paid and nonassessable.

(d) No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) result in a violation of the Company’s Charter or Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others

any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or result in a violation of any federal, state, local or foreign law, rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or any of its subsidiaries or by which any property or assets of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect on the Company); provided that, for purposes of such representation as to Federal, state, local or foreign law, rule or regulation, no representation is made herein with respect to any of the same applicable solely to the Purchaser and not to the Company. The business of the Company is not being conducted in violation of any law, ordinance or regulations of any governmental entity, except for violations, which either singly or in the aggregate do not and will not have a material adverse effect on the Company. The Company is not required under Federal, state or local law, rule or regulation in the United States to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency for it to execute, deliver or perform any of its obligations under this Agreement or sell the Units and underlying securities in accordance with the terms hereof (other than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant hereto); provided that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and agreements of the Purchaser herein.

(e) No General Solicitation. Neither the Company, nor any of its affiliates, or, to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Act) in connection with the offer or sale of the Units or any underlying securities.

(f) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the Units or underlying securities under the Act.

Section 3.1 Securities Compliance. The Company shall take all necessary actions and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Units and underlying securities to the Purchaser, and promptly provide Purchaser with copies thereof.

Section 4.1 Legend on Share Certificates. Each certificate evidencing the Units and underlying securities shall be stamped or otherwise imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

Section 5.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Minnesota without regard to such state’s principle of conflict laws. The parties hereto hereby waive trial by jury and consent to exclusive jurisdiction and venue in the State of Minnesota.

Section 6.1 Entire Agreement: Amendment. This Agreement contains the entire understanding of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by a written instrument signed by the party against whom enforcement of any such amendment or waiver is sought.

Section 7.1 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or delivery by facsimile (with correct answer back received) or telecopy at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

to the Company:	Harry G. Mitchell Interim Chief Executive Officer, Chief Financial Officer and Treasurer Sontra Medical Corporation 10 Forge Parkway Franklin, MA 02038
with a copy to:	Thomas B. Rosedale, Esq. BRL Law Group LLC 31 St. James Avenue, Suite 850 Boston, MA 02116
to the Purchaser:	At the address set forth at the foot of this Agreement or as specified in writing by Purchaser.

Any party hereto may from time to time change its address for notices by giving at least 10 days written notice of such changed address to the other party hereto.

Section 8.1 Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 9.1 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 10.1 Acceptance. Execution and delivery of this Agreement shall constitute an offer to purchase the Units and underlying securities, which offer, unless previously revoked by the Purchaser, may be accepted or rejected by the Company, in its sole discretion for any cause or for no cause and without liability to the Purchaser. The Company shall indicate acceptance of this Agreement by signing as indicated on the signature page hereof.

Section 11.1 Binding Agreement. Upon acceptance of this Agreement by the Company, the Purchaser agrees that he may not cancel, terminate or revoke any agreement of the Purchaser made

hereunder, and that this Agreement shall survive the death or disability of the Purchaser and shall be binding upon heirs, successors, assigns, executors, administrators, guardians, conservators or personal representatives of the Purchaser.

Section 12.1 Incorporation by Reference. All information set forth on the signature page is incorporated as integral terms of this Agreement.

Section 13.1 Counterparts. This Agreement may be signed in multiple counterparts, which counterparts shall constitute one and the same original instrument.

Section 14.1 Severability. If any portion of this Agreement shall be held illegal, unenforceable, void or voidable by any court, each of the remaining terms hereof shall nevertheless remain in full force and effect as a separate contract.

Section 15.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the Purchaser has executed this Agreement on the date set forth below.

The exact name(s) (Including correct, legible spelling) and the information under which title to the Units and underlying securities will be taken is as follows (Please print or type):

Number of Units subscribed for:	Accepted by:
Amount of check enclosed: $	Sontra Medical Corporation
	By:
Name of Purchaser - Please Print	Name:	Harry G. Mitchell
	Title:	Interim Chief Executive Officer, Chief Financial Officer and Treasurer
Signature of Purchaser
Social Security Number (or FEIN) of Purchaser
Address of Purchaser

CONFIDENTIAL PROSPECTIVE INVESTOR QUESTIONNAIRE

Sontra Medical Corporation

10 Forge Parkway

Franklin, MA 020381

Attn: Harry G. Mitchell

Interim Chief Executive Officer,

Chief Financial Officer and Treasurer

Re: Offering of Securities

Ladies and Gentlemen:

My name is                                         . I am furnishing you with the information contained herein to enable you to determine whether I (or if, applicable, the entity which I represent) may purchase units comprised of Common Stock of Sontra Medical Corporation, a Minnesota corporation (the “Company”) and warrants for Common Stock in the Company (the “Units”), pursuant to Section 4(2) of the Securities Act of 1933 (the “Securities Act”), with each Unit including one share of Common Stock in the Company and a warrant for the purchase of 30% of one share of Common Stock in the Company.

I (or, if applicable, the entity which I represent) understand (i) that the Company will rely upon the information contained herein for purposes of such determination, (ii) that the Units and underlying securities will not be registered with the Securities and Exchange Commission nor with the securities regulatory authority of any state in reliance upon the exemption from registration provided by Section 4(2) and similar exemptions under the state securities laws, and (iii) that the request by the Company that I complete this Questionnaire does not constitute an offer of the Units or underlying securities to me or, if applicable, to the entity which I represent.

I (or, if applicable, the entity which I represent) represent to the Company (i) that the information contained herein is complete and accurate and may be relied upon by the Company, (ii) that, if I am completing this Questionnaire on behalf of an entity, I have full authority to do so and to provide the information and make the representations called for herein, and (iii) that I (or, if applicable, the entity which I represent) will notify the Company immediately of any material change in any of such information occurring prior to the closing of the purchase of the Units and underlying securities by me (or, if applicable, by the entity which I represent).

All information furnished herein is being furnished for the sole use of the Company and its counsel and with the understanding that such information will be held in confidence by such persons, except that this Questionnaire, and the information set forth herein, may be furnished to such parties as the Company deems desirable to establish compliance with applicable securities laws and regulations.

IN THIS QUESTIONNAIRE, “PROSPECTIVE PURCHASER” REFERS TO THE PERSON TO WHOM THE SHARES WOULD ULTIMATELY BE SOLD.

ALL INFORMATION IS CONFIDENTIAL

1. NAME OF PROSPECTIVE PURCHASER

Name:                                         

Date of Birth (or, if an entity, Date of organization):                                         

Citizenship (or State of Organization):                                         

Social Security or Tax Identification No.:                                         

2. PRINCIPAL ADDRESS OF PROSPECTIVE PURCHASER

(Residence, if individual; Principal Place of Business, if entity)

Street:                                         

City:                          State:                          Zip Code:                 

Telephone Number: (    )                     

3. BUSINESS ADDRESS OF PROSPECTIVE PURCHASER (If different from above)

Company:                                                                                  

Name:                                                                                  

Street:                                                                                  

City:                          State:                          Zip Code:                 

Telephone Number: (    )                     

4. COMMUNICATIONS SHOULD BE SENT TO (check one):

Principal Address                                          Other Business Address                                         

5. BUSINESS EXPERIENCE/HISTORY OF PROSPECTIVE PURCHASER

(If retired, please indicate such fact and refer to last occupation prior to retirement.)

Principal Business or Occupation of Prospective Purchaser:

(Individuals Only) Position and Duties with the Company named in Question 3 above (or last employer):

(Individuals only) Any other occupations or duties during the five years prior to employment described above:

6. REPRESENTATIONS OF NON-INDIVIDUAL INVESTORS

The Prospective Purchaser which I represent qualifies as one of the following (check one if applicable):

__	(a)	a bank as defined in section 3(a) (2) of the Securities Act of 1933, as amended (the “Act”), acting in either its individual or fiduciary capacity;
__	(b)	a savings and loan association or other institution as defined in section 3(a) (5) (A) of the Act, acting in either its individual or fiduciary capacity;
__	(c)	a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended;
__	(d)	an insurance company as defined in section 2(13) of the Act;
__	(e)	an investment company registered under the Investment Company Act of 1940;
__	(f)	a business development company as defined in section 2(a) (48) of the Investment Company Act of 1940;
__	(g)	a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;
__	(h)	a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees that has total assets in excess of $5,000,000;
__	(i)	an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, and (A) the investment decision is being made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (B) the employee benefit plan has total assets in excess of $5,000,000, or (C) if a self-directed plan, with investment decisions made solely by persons that can make one of the representations contained in (a) through (l) of this Section 7 or otherwise are “accredited investors,” as defined in Rule 501(a) of Regulation D;
__	(j)	a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

__	(k)	any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership not formed for the specific purposes of acquiring the Units or underlying securities, with total assets in excess of $5,000,000; or
__	(1)	a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units or underlying securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; or
__	(m)	an entity in which all of the equity owners can make one of the representations contained in subparagraphs (a) through (1) of this Section 7, or otherwise qualify as accredited investors under the Act.

7. REPRESENTATIONS OF INDIVIDUAL INVESTORS

I qualify under one of the following (check one if applicable):

__	(a)	My annual income from all sources, without regard to this investment, is in excess of $200,000 in each of the two most recent years or my joint income with my spouse in excess of $300,000 in each of those years, and I have a reasonable expectation of reaching the same income level in the current year;
__	(b)	My individual net worth, or my joint net worth with my spouse, at the time of purchase exceeds $1,000,000;
__	(c)	I am a director or executive officer of the issuer of the securities being offered or sold;
__	(d)	I am a general partner of the issuer of the securities being offered or sold; or
__	(e)	I am a director, executive officer or general partner of a general partner of the issuer of the securities being offered or sold.

Name (Printed) of Prospective Purchaser:                                         

Signature:                                         

Title, if representative of an entity:                                         

Date                     , 2007

EX-10.2

Exhibit 10.2

[Form of Warrant]

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON

TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT

	Number of Shares:
	(subject to adjustment)
Date of Issuance: June     , 2007

SONTRA MEDICAL CORPORATION

Common Stock Purchase Warrant

(Void after June     , 2012)

Sontra Medical Corporation, a Minnesota corporation (the “Company”), for value received, hereby certifies that                     , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York time) on the fifth anniversary hereof,                      shares of Common Stock, U.S.$0.01 par value per share, of the Company, at a purchase price of U.S.$1.40 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.

1. Exercise.

(A)

(a) This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.

(b) If (i) on any date the closing price of the Common Stock, as quoted on the Over-the-Counter Bullet Board or the principal exchange on which the Common Stock is listed, for 22 consecutive trading days equals at least $3.00 (subject to adjustment in the event of any subdivision, combination or reclassification affecting the Common Stock) (the “Hurdle Date”) and (ii) the Company has registered on an effective registration statement filed with the Securities and Exchange Commission the Warrant Shares for resale and such registration statement remains effective on the Hurdle Date, then the Company shall have the right, at its option and upon 15 days written notice to the Registered Holder, to terminate this Warrant; provided that (i) the Registered Holder shall have the right to exercise this Warrant at any time prior to such termination pursuant to Section 1(a). Upon such termination, the Registered Holder shall have no further rights hereunder. The Registered Holder shall have the right to exercise the Warrant until the termination of the 15-day notice period, provided that such 15-day notice period terminates prior to the expiration of this Warrant.

(c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the “Exercise Date”). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise.

[(B) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, (1) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% if prior to the exercise the Holder owns less that 4.99% of the issued and outstanding Common Stock of the Company or (2) to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 9.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise, if prior to the exercise the Holder owns more that 4.99% but less than 9.99% of the issued and outstanding Common Stock of the Company (either cap to be referred to as the “Maximum Percentage”). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in determining the number of

outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61^st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder.]¹

2. Adjustments.

(a) Diluting Issuances.

(i) Definitions. For purposes of this Section 2, the following definitions shall apply:

(1) “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(2) “Original Issue Date” shall mean the date on which this Warrant was first issued.

(3) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(4) “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to subsection 2(a)(iii) below, deemed to be issued) by the Company after the Original Issue Date, other than:

(A) shares of Common Stock issued or issuable upon conversion or exchange of any Convertible Securities or exercise of any Options outstanding on the Original Issue Date;

(B) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that are covered by subsections 2(b) or 2(c) below; or

¹ The bracketed text is included in some warrants.

(C) shares of Common Stock (or Options with respect thereto) issued or issuable to employees or directors of, or consultants to, the Company pursuant to a plan or arrangement approved by the Board of Directors of the Company.

(ii) No Adjustment of Purchase Price. No adjustments to the Purchase Price shall be made unless the consideration per share (determined pursuant to subsection 2(a)(v)) for an Additional Share of Common Stock issued or deemed to be issued by the Company is less than the U.S.$1.00 (the “Triggering Price”).

(iii) Issue of Securities Deemed Issue of Additional Shares of Common Stock. If the Company at any time or from time to time after the Original Issue Date shall issue any Options (excluding Options covered by subsection 2(a)(i)(4)(C) above) or Convertible Securities or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to subsection 2(a)(v) hereof) of such Additional Shares of Common Stock would be less than the Triggering Price in effect on the date of and immediately prior to such issue, or such record date, as the case may be, and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(1) No further adjustment in the Purchase Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(2) If such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase or decrease in the consideration payable to the Company, then upon the exercise, conversion or exchange thereof, the Purchase Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(3) Upon the expiration or termination of any such unexercised Option, the Purchase Price shall not be readjusted, but the Additional Shares of Common Stock deemed issued as the result of the original issue of such Option shall not be deemed issued for the purposes of any subsequent adjustment of the Purchase Price;

(4) In the event of any change in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or

Convertible Security, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Purchase Price then in effect shall forthwith be readjusted to such Purchase Price as would have obtained had the adjustment which was made upon the issuance of such Option or Convertible Security not exercised, converted or exchanged prior to such change been made upon the basis of such change; and

(5) No readjustment pursuant to clause (2) or (4) above shall have the effect of increasing the Purchase Price to an amount which exceeds the lower of (i) the Purchase Price on the original adjustment date, or (ii) the Purchase Price that would have resulted from any issuances of Additional Shares of Common Stock between the original adjustment date and such readjustment date.

In the event the Company, after the Original Issue Date, amends the terms of any such Options or Convertible Securities (whether such Options or Convertible Securities were outstanding on the Original Issue Date or were issued after the Original Issue Date), then such Options or Convertible Securities, as so amended, shall be deemed to have been issued after the Original Issue Date and the provisions of this subsection 2(a)(iii) shall apply.

(iv) Adjustment of Purchase Price Upon Issuance of Additional Shares of Common Stock.

(1) In the event the Company shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to subsection 2(a)(iii)), without consideration or for a consideration per share less than the Trigger Price, then and in such event, such Purchase Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Purchase Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Common Stock outstanding immediately prior to such issue plus (2) the number of shares of Common Stock which the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Purchase Price; and (B) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of such Additional Shares of Common Stock so issued; provided that, (i) for the purpose of this subsection 2(a)(iv), all shares of Common Stock issuable upon conversion or exchange of Convertible Securities outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the number of shares of Common Stock deemed issuable upon conversion or exchange of such outstanding Convertible Securities shall not give effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such Convertible Securities resulting from the issuance of Additional Shares of Common Stock that is the subject of this calculation.

(v) Determination of Consideration. For purposes of this subsection 2(a), the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

(1) Cash and Property: Such consideration shall:

(A) insofar as it consists of cash, be computed at the aggregate of cash received by the Company, excluding amounts paid or payable for accrued interest;

(B) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and

(C) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board of Directors.

(2) Options and Convertible Securities. The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to subsection 2(a)(iii), relating to Options and Convertible Securities, shall be determined by dividing:

(A) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(B) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(vi) Multiple Closing Dates. In the event the Company shall issue on more than one date Additional Shares of Common Stock which are comprised of shares of the same series or class of equity securities, and such issuance dates occur within a period of no more than 120 days, then, upon the final such issuance, the Purchase Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the final such issuance (and without giving effect to any adjustments as a result of such prior issuances within such period).

(b) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the “Original Issue Date”) effect a subdivision of the outstanding Common Stock, the Purchase Price and the Tirgger Price then in effect immediately before that subdivision shall each be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price and Trigger Price then in effect immediately before the combination shall each be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(c) Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price and Trigger Price then in effect immediately before such event shall each be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price and Trigger Price then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price and Trigger Price shall each be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price and Trigger Price shall each be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(d) Adjustment in Number of Warrant Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(b) or 2(c), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(e) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or

fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder.

(f) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 2(b), 2(c) or 2(e)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant.

(g) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 2, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.

3. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make an adjustment therefor in cash on the basis of the Fair Market Value per share of Common Stock, which shall be determined as follows:

(a) If the Common Stock is listed on a national securities exchange, the Nasdaq Global Market, another nationally recognized trading system or the over-the-counter market as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)).

(b) If the Common Stock is not listed on a national securities exchange, the Nasdaq Global Market, another nationally recognized trading system or the over-the-counter market as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to subsection 1(a) shall be delayed until such determination is made.

4. Requirements for Transfer.

(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation to a wholly owned subsidiary of such corporation, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act.

(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or

otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.”

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the written request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act.

5. No Impairment. The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

6. Notices of Record Date, etc. In the event:

(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice.

7. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant.

8. Exchange of Warrants. Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. Transfers, etc.

(a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change.

(b) Subject to the provisions of Section 4 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice.

12. No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

13. Change or Waiver. Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought.

14. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

15. Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof).

EXECUTED as of the Date of Issuance indicated above.

SONTRA MEDICAL CORPORATION

By:

Title:

Address for Notices:

10 Forge Parkway

Franklin, MA 02038

EXHIBIT I

PURCHASE FORM

To: Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box):

0                  shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $             . Such payment takes the form of (check applicable box or boxes):

0	$             in lawful money of the United States; and/or
0	the cancellation of such portion of the attached Warrant as is exercisable for a total of              Warrant Shares (using a Fair Market Value of $             per share for purposes of this calculation).

Signature:

Address:

EXHIBIT II

ASSIGNMENT FORM

FOR VALUE RECEIVED,                                                       hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No.             ) with respect to the number of shares of Common Stock covered thereby set forth below, unto:

Name of Assignee Address No. of Shares

Dated: Signature:

Signature Guaranteed:

By:

The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

EX-99.1

Exhibit 99.1

Press Release                June 18, 2007

Investor Relations Contacts:   Harry G. Mitchell, Interim CEO 508-530-0311 hmitchell@sontra.com

FOR IMMEDIATE RELEASE

Sontra Medical Corporation Closes $1,000,000 Financing

FRANKLIN, Mass., June 18, 2007 — Sontra Medical Corporation (OTC Bulletin Board: SONT.OB) announced today that it closed a $1,000,000 financing with various individuals, including a total of $105,000 invested by a member of the Board of Directors and an Executive Officer of the Company, and institutions, each of whom is an accredited investor. The Company issued 1,000,000 units in the financing at a purchase price of $1.00 per unit. Each unit is comprised of (i) one share of the Company’s common stock, and (ii) a warrant to purchase 0.3 shares of the Company’s common stock at an exercise price of $1.40. Additional closings of the financing may occur in the future where the Company may issue additional units with the same terms raising up to an additional $2,000,000.

Neither the shares of common stock offered and sold in the private placement nor the shares of common stock underlying the warrants were registered under the Securities Act of 1933, and, therefore, such shares may not be offered or sold in the United States absent registration or an applicable exemption from registration. Sontra offered and sold the shares of common stock and warrants in reliance on the statutory exemption from registration in Section 4(2) of the Securities Act or 1933 and/or Regulation D promulgated thereunder. This press release is not an offer to sell or a solicitation of an offer to buy any securities of Sontra, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.

            -1-

About Sontra Medical Corporation (http://www.sontra.com)

Sontra Medical Corporation, owns technology in ultrasound and skin permeation methods used in transdermal science for therapeutic and diagnostic applications, and is developing a non-invasive, continuous transdermal glucose monitor ("CTGM") for use in the Diabetes and Intensive Care Markets. The CTGM device makes use of the FDA-approved SonoPrep^® ultrasound-mediated skin permeation system. In addition to utilizing its technical competencies, the Company intends to pursue acquisition and licensing arrangements of new technologies for development and possible partnering opportunities.

^© 2007 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.

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 sell additional shares of common stock and warrants to purchase common stock at additional closings, the Company’s ability to develop, market and sell products based on its technology, including a continuous transdermal glucose monitor for the diabetes and hospital ICU market; the expected benefits and efficacy of the SonoPrep device in connection with diagnostics, glucose monitoring and transdermal science; the availability of substantial additional funding for the Company to continue its operations and 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, 2006, our respective 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.

10 Forge Parkway

Franklin, MA 02038, USA

Tel: 1+ 877-4-SONTRA (766878)

Fax: 1+ 508-553-8760

www.sontra.com

© 2002 - 2007 Sontra Medical Corporation. All rights reserved worldwide.            -2-