EXHIBIT 10(U)
                                                                   -------------

                              AMENDMENT NUMBER FIVE
                                     TO THE
                  SPIRE CORPORATION 401(K) PROFIT SHARING PLAN

                    FINAL 401(K)/401(M) REGULATIONS AMENDMENT

           Whereas, Spire Corporation (the "Employer") has previously
established a defined contribution plan known as the Spire Corporation 401(k)
Profit Sharing Plan ("Plan"); and

           WHEREAS, the Employer desires to amend the Plan in "Good Faith"
compliance with the provisions of the final IRS regulations under Code Sections
401(k) and 401(m), which were published on December 29, 2004; and

           WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan;

           NOW THEREFOR, effective as of the first day of the Plan Year
commencing after December 31, 2005, the Employer hereby amends the Plan as
follows:

                                    ARTICLE I
                                    PREAMBLE

1.1        Adoption and effective date of amendment. This Amendment to the Plan
           is adopted to reflect certain provisions of the Final Regulations
           under Code Sections 401(k) and 401(m) that were published on December
           29, 2004 (hereinafter referred to as the "Final 401(k) Regulations").
           This Amendment is intended as good faith compliance with the
           requirements of these provisions. This Amendment shall be effective
           with respect to Plan Years beginning after December 31, 2005.

1.2        Supersession of inconsistent provisions. This Amendment shall
           supersede the provisions of the Plan to the extent those provisions
           are inconsistent with the provisions of this Amendment. The Articles
           in this Amendment are numbered independently of the Plan document,
           except where a reference to the Plan is clearly indicated. Terms
           referenced in this Amendment may also be defined independently of the
           Plan document.

1.3        Application of provisions. Certain provisions of this Amendment
           relate to elective deferrals of a 401(k) plan; if the Plan to which
           this Amendment relates is not a 401(k) plan, then those provisions of
           this Amendment do not apply. Certain provisions of this Amendment
           relate to matching contributions and /or after-tax employee
           contributions subject to Code Section 401(m); if the Plan to which
           this Amendment relates is not subject to Code Section 401(m), then
           those provisions of this Amendment do not apply.

                                   ARTICLE II
                                EMPLOYER ELECTION

2.1        ACP TEST SAFE HARBOR. Unless otherwise selected below, if this Plan
           uses the ADP Test Safe Harbor provisions, then the provisions of
           Amendment Section 9.2(a) apply and all matching contributions under
           the Plan will be applied without regard to any allocation conditions
           except as provided in that Section.

           a.        [ ] The provisions of Amendment Section 9.2(b) apply. The
                     allocation conditions applicable to matching contributions
                     under the Plan continue to apply (if selected, the Plan is
                     not an ACP Test Safe Harbor Plan).

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           b.        [ ] The provisions of Amendment Section 9.2 (c) apply. All
                     matching contributions under the Plan will be applied
                     without regard to any allocation conditions as of the
                     effective date of this Amendment.

                                   ARTICLE III
                                  GENERAL RULES

3.1        Deferral elections. A cash or deferred arrangement ("CODA") is an
           arrangement under which eligible Employees may make elective deferral
           elections. Such elections cannot relate to compensation that is
           currently available prior to the adoption or effective date of the
           CODA. In addition, except for occasional, bona fide administrative
           considerations, contributions made pursuant to such an election
           cannot precede the earlier of (1) the performance of services
           relating to the contribution and (2) when the compensation that is
           subject to the election would be currently available to the Employee
           in the absence of an election to defer.

3.2        Vesting provisions. Elective Contributions are always fully vested
           and nonforfeitable. The Plan shall disregard Elective Contributions
           in applying the vesting provisions of the Plan to other contributions
           or benefits under Code Section 411(a)(2). However, the Plan shall
           otherwise take a participant's Elective Contributions into account in
           determining the Participant's vested benefits under the Plan. Thus,
           for example, the Plan shall take Elective Contributions into account
           in determining whether a Participant has a nonforfeitable right to
           contributions under the Plan for purposes of forfeitures, and for
           applying provisions permitting the repayment of distributions to have
           forfeited amounts restored, and the provisions of Code Sections
           410(a)(5)(D)(iii) and 411(a)(6)(D)(iii) permitting a plan to
           disregard certain service completed prior to breaks-in-service
           (sometimes referred to as "the rule of parity").

                                   ARTICLE IV
                             HARDSHIP DISTRIBUTIONS

4.1        Applicability. The provisions of this Article IV apply if the Plan
           provides for hardship distributions upon satisfaction of the deemed
           immediate and heavy financial need standards set forth in Regulation
           Section 1.401(k)-1(d)(2)(iv)(A) as in effect prior to the issuance of
           the Final 401(k) Regulations.

4.2        Hardship events. A distribution under the Plan is hereby deemed to be
           on account of an immediate and heavy financial need of an Employee if
           the distribution is for one of the following or any other item
           permitted under Regulation Section 1.401(k)-1(d)(3)(iii)(B):

           (a)       Expenses for (or necessary to obtain) medical care that
                     would be deductible under Code Section 213(d) (determined
                     without regard to whether the expenses exceed 7.5% of
                     adjusted gross income);

           (b)       Costs directly related to the purchase of a principal
                     residence for the Employee (excluding mortgage payments);

           (c)       Payment of tuition, related educational fees, and room and
                     board expenses, for up to the next twelve (12) months of
                     post-secondary education for the Employee, the Employee's
                     spouse, children, or dependents (as defined in Code Section
                     152, and, for taxable years beginning on or after January
                     1, 2005, without regard to Code Section 152(b)(1), (b)(2),
                     and (d)(1)(B));

           (d)       Payments necessary to prevent the eviction of the Employee
                     from the Employee's principal residence or foreclosure on
                     the mortgage on that residence;


                                       1
<PAGE>

           (e)       Payments for burial or funeral expenses for the Employee's
                     deceased parent, spouse, children or dependents (as defined
                     in Code Section 152, and, for taxable years beginning on or
                     after January 1, 2005, without regard to Code Section
                     152(d)(1)(B)); or

           (f)       Expenses for the repair of damage to the Employee's
                     principal residence that would qualify for the casualty
                     deduction under Code Section 165 (determined without regard
                     to whether the loss exceeds 10% of adjusted gross income).

4.3        Reduction of Code Section 402(g) limit following hardship
           distribution. If the Plan provides for hardship distributions upon
           satisfaction of the safe harbor standards set forth in Regulation
           Sections 1.401(k)-1(d)(3)(iii)(B) (deemed immediate and heavy
           financial need) and 1.401(k)-1(d)(3)(iv)(E) (deemed necessary to
           satisfy immediate need), then there shall be no reduction in the
           maximum amount of elective deferrals that a Participant may make
           pursuant to Code Section 402(g) solely because of a hardship
           distribution made by this Plan or any other plan of the Employer.

                                    ARTICLE V
                      ACTUAL DEFERRAL PERCENTAGE (ADP) TEST

5.1        Targeted contribution limit. Qualified Nonelective Contributions (as
           defined in Regulation Section 1.401(k)-6) cannot be taken into
           account in determining the Actual Deferral Ratio (ADR) for a Plan
           Year for a Non-Highly Compensated Employee (NHCE) to the extent such
           contributions exceed the product of that NHCE's Code Section 414(s)
           compensation and the greater of five percent (5%) or two (2) times
           the Plan's "representative contribution rate." Any Qualified
           Nonelective Contribution taken into account under an Actual
           Contribution Percentage (ACP) test under Regulation Section
           1.401(m)-2(a)(6) (including the determination of the representative
           contribution rate for purposes of Regulation Section
           1.401(m)-2(a)(6)(v)(B)), is not permitted to be taken into account
           for purposes of this Section (including the determination of the
           "representative contribution rate" under this Section). For purposes
           of this Section:

           (a)       The Plan's "representative contribution rate" is the lowest
                     "applicable contribution rate" of any eligible NHCE among a
                     group of eligible NHCEs that consists of half of all
                     eligible NHCEs for the Plan Year (or, if greater, the
                     lowest "applicable contribution rate" of any eligible NHCE
                     who is in the group of all eligible NHCEs for the Plan Year
                     and who is employed by the Employer on the last day of the
                     Plan Year), and

           (b)       The "applicable contribution rate" for an eligible NHCE is
                     the sum of the Qualified Matching Contributions (as defined
                     in Regulation Section 1.401(k)-6) taken into account in
                     determining the ADR for the eligible NHCE for the Plan Year
                     and the Qualified Nonelective Contributions made for the
                     eligible NHCE for the Plan Year, divided by the eligible
                     NHCE's Code Section 414(s) compensation for the same
                     period.

           Notwithstanding the above, Qualified Nonelective Contributions that
           are made in connection with an Employer's obligation to pay
           prevailing wages under the Davis-Bacon Act (46 Stat. 1494), Public
           Law 71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law
           89-286, or similar legislation can be taken into account for a Plan
           Year for an NHCE to the extent such contributions do not exceed 10
           percent (10%) of that NHCE's Code Section 414(s) compensation.

           Qualified Matching Contributions may only be used to calculate an ADR
           to the extent that such Qualified Matching Contributions are matching
           contributions that are not precluded from being taken into account
           under the ACP test for the Plan Year under the rules of Regulation
           Section 1.401(m)-2(a)(5)(ii) and as set forth in Section 7.1.

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5.2        Limitation on QNECs and QMACs. Qualified Nonelective Contributions
           and Qualified Matching Contributions cannot be taken into account to
           determine an ADR to the extent such contributions are taken into
           account for purposes of satisfying any other ADP test, any ACP test,
           or the requirements of Regulation Section 1.401(k)-3, 1.401(m)-3, or
           1.401(k)-4. Thus, for example, matching contributions that are made
           pursuant to Regulation Section 1.401(k)-3(c) cannot be taken into
           account under the ADP test. Similarly, if a plan switches from the
           current year testing method to the prior year testing method pursuant
           to Regulation Section 1.401(k)-2(c), Qualified Nonelective
           Contributions that are taken into account under the current year
           testing method for a year may not be taken into account under the
           prior year testing method for the next year.

5.3        ADR of HCE if multiple plans. The Actual Deferral Ratio (ADR) of any
           Participant who is a Highly Compensated Employee (HCE) for the Plan
           Year and who is eligible to have Elective Contributions (as defined
           in Regulation Section 1.401(k)-6) (and Qualified Nonelective
           Contributions and/or Qualified Matching Contributions, if treated as
           Elective Contributions for purposes of the ADP test) allocated to
           such Participant's accounts under two (2) or more cash or deferred
           arrangements described in Code Section 401(k), that are maintained by
           the same Employer, shall be determined as if such Elective
           Contributions (and, if applicable, such Qualified Nonelective
           Contributions and/or Qualified Matching Contributions) were made
           under a single arrangement. If an HCE participates in two or more
           cash or deferred arrangements of the Employer that have different
           Plan Years, then all Elective Contributions made during the Plan Year
           being tested under all such cash or deferred arrangements shall be
           aggregated, without regard to the plan years of the other plans.
           However, for Plan Years beginning before the effective date of this
           Amendment, if the plans have different Plan Years, then all such cash
           or deferred arrangements ending with or within the same calendar year
           shall be treated as a single cash or deferred arrangement.
           Notwithstanding the foregoing, certain plans shall be treated as
           separate if mandatorily disaggregated under the Regulations of Code
           Section 401(k).

5.4        Plans using different testing methods for the ADP and ACP test.
           Except as otherwise provided in this Section, the Plan may use the
           current year testing method or prior year testing method for the ADP
           test for a Plan Year without regard to whether the current year
           testing method or prior year testing method is used for the ACP test
           for that Plan Year. However, if different testing methods are used,
           then the Plan cannot use:

           (a)       The recharacterization method of Regulation Section
                     1.401(k)-2(b)(3) to correct excess contributions for a Plan
                     Year;

           (b)       The rules of Regulation Section 1.401(m)-2(a)(6)(ii) to
                     take Elective Contributions into account under the ACP test
                     (rather than the ADP test); or

           (c)       The rules of Regulation Section 1.401(k)-2(a)(6)(v) to take
                     Qualified Matching Contributions into account under the ADP
                     test (rather than the ACP test).

                                   ARTICLE VI
                             ADJUSTMENT TO ADP TEST

6.1        Distribution of Income attributable to Excess Contributions.
           Distributions of Excess Contributions must be adjusted for income
           (gain or loss), including an adjustment for income for the period
           between the end of the Plan Year and the date of the distribution
           (the "gap period"). The Administrator has the discretion to determine
           and allocate income using any of the methods set forth below:

           (a)       Reasonable method of allocating income. The Administrator
                     may use any reasonable method for computing the income
                     allocable to Excess Contributions, provided that the method
                     does not violate Code Section 401(a)(4), is used
                     consistently for all Participants

<PAGE>

                     and for all corrective distributions under the Plan for the
                     Plan Year, and is used by the Plan for allocating income to
                     Participant's accounts. A Plan will not fail to use a
                     reasonable method for computing the income allocable to
                     Excess Contributions merely because the income allocable to
                     Excess Contributions is determined on a date that is no
                     more than seven (7) days before the distribution.

           (b)       Alternative method of allocating income. The Administrator
                     may allocate income to Excess Contributions for the Plan
                     Year by multiplying the income for the Plan Year allocable
                     to the Elective Contributions and other amounts taken into
                     account under the ADP test (including contributions made
                     for the Plan Year), by a fraction, the numerator of which
                     is the Excess Contributions for the Employee for the Plan
                     Year, and the denominator of which is the sum of the:

                     (1)       Account balance attributable to Elective
                               Contributions and other amounts taken into
                               account under the ADP test as of the beginning of
                               the Plan Year, and

                     (2)       Any additional amount of such contributions made
                               for the Plan Year.

           (c)       Safe harbor method of allocating gap period income. The
                     Administrator may use the safe harbor method in this
                     paragraph to determine income on Excess Contributions for
                     the gap period. Under this safe harbor method, income on
                     Excess Contributions for the gap period is equal to ten
                     percent (10%) of the income allocable to Excess
                     Contributions for the Plan Year that would be determined
                     under paragraph (b) above, multiplied by the number of
                     calendar months that have elapsed since the end of the Plan
                     Year. For purposes of calculating the number of calendar
                     months that have elapsed under the safe harbor method, a
                     corrective distribution that is made on or before the
                     fifteenth (15th) day of a month is treated as made on the
                     last day of the preceding month and a distribution made
                     after the fifteenth day of a month is treated as made on
                     the last day of the month.

           (d)       Alternative method for allocating Plan Year and gap period
                     income. The Administrator may determine the income for the
                     aggregate of the Plan Year and the gap period, by applying
                     the alternative method provided by paragraph (b) above to
                     this aggregate period. This is accomplished by (1)
                     substituting the income for the Plan Year and the gap
                     period, for the income for the Plan Year, and (2)
                     substituting the amounts taken into account under the ADP
                     test for the Plan Year and the gap period, for the amounts
                     taken into account under the ADP test for the Plan Year in
                     determining the fraction that is multiplied by that income.

6.2        Corrective contributions. If a failed ADP test is to be corrected by
           making an Employer contribution, then the provisions of the Plan for
           the corrective contributions shall be applied by limiting the
           contribution made on behalf of any NHCE pursuant to such provisions
           to an amount that does not exceed the targeted contribution limits of
           Section 5.1 of this Amendment, or in the case of a corrective
           contribution that is a Qualified Matching Contribution, the targeted
           contribution limit of Section 7.1 of this Amendment.

                                   ARTICLE VII
                    ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST

7.1        Targeted matching contribution limit. A matching contribution with
           respect to an Elective Contribution for a Plan Year is not taken into
           account under the Actual Contribution Percentage (ACP) test for an
           NHCE to the extent it exceeds the greatest of:

           (a)       five percent (5%) of the NHCE's Code Section 414(s)
                     compensation for the Plan Year;

<PAGE>

           (b)       the NHCE's Elective Contributions for the Plan Year; and

           (c)       the product of two (2) times the Plan's "representative
                     matching rate" and the NHCE's Elective Contributions for
                     the Plan Year.

           For purposes of this Section, the Plan's "representative matching
           rate" is the lowest "matching rate" for any eligible NHCE among a
           group of NHCEs that consists of half of all eligible NHCEs in the
           Plan for the Plan Year who make Elective Contributions for the Plan
           Year (or, if greater, the lowest "matching rate" for all eligible
           NHCEs in the Plan who are employed by the Employer on the last day of
           the Plan Year and who make Elective Contributions for the Plan Year).

           For purposes of this Section, the "matching rate" for an Employee
           generally is the matching contributions made for such Employee
           divided by the Employee's Elective Contributions for the Plan Year.
           If the matching rate is not the same for all levels of Elective
           Contributions for an Employee, then the Employee's "matching rate" is
           determined assuming that an Employee's Elective Contributions are
           equal to six percent (6%) of Code Section 414(s) compensation.

           If the Plan provides a match with respect to the sum of the
           Employee's after-tax Employee contributions and Elective
           Contributions, then for purposes of this Section, that sum is
           substituted for the amount of the Employee's Elective Contributions
           in subsections (b) & (c) above and in determining the "matching
           rate," and Employees who make either after-tax Employee contributions
           or Elective Contributions are taken into account in determining the
           Plan's "representative matching rate." Similarly, if the Plan
           provides a match with respect to the Employee's after-tax Employee
           contributions, but not Elective Contributions, then for purposes of
           this subsection, the Employee's after-tax Employee contributions are
           substituted for the amount of the Employee's Elective Contributions
           in subsections (b) & (c) above and in determining the "matching
           rate," and Employees who make after-tax Employee contributions are
           taken into account in determining the Plan's "representative matching
           rate."

7.2        Targeted QNEC limit. Qualified Nonelective Contributions (as defined
           in Regulation Section 1.401(k)-6) cannot be taken into account under
           the Actual Contribution Percentage (ACP) test for a Plan Year for an
           NHCE to the extent such contributions exceed the product of that
           NHCE's Code Section 414(s) compensation and the greater of five
           percent (5%) or two (2) times the Plan's "representative contribution
           rate." Any Qualified Nonelective Contribution taken into account
           under an Actual Deferral Percentage (ADP) test under Regulation
           Section 1.401(k)-2(a)(6) (including the determination of the
           "representative contribution rate" for purposes of Regulation Section
           1.401(k)-2(a)(6)(iv)(B)) is not permitted to be taken into account
           for purposes of this Section (including the determination of the
           "representative contribution rate" for purposes of subsection (a)
           below). For purposes of this Section:

           (a)       The Plan's "representative contribution rate" is the lowest
                     "applicable contribution rate" of any eligible NHCE among a
                     group of eligible NHCEs that consists of half of all
                     eligible NHCEs for the Plan Year (or, if greater, the
                     lowest "applicable contribution rate" of any eligible NHCE
                     who is in the group of all eligible NHCEs for the Plan Year
                     and who is employed by the Employer on the last day of the
                     Plan Year), and

           (b)       The "applicable contribution rate" for an eligible NHCE is
                     the sum of the matching contributions (as defined in
                     Regulation Section 1.401(m)-1(a)(2)) taken into account in
                     determining the ACR for the eligible NHCE for the Plan Year
                     and the Qualified Nonelective Contributions made for that
                     NHCE for the Plan Year, divided by that NHCE's Code Section
                     414(s) compensation for the Plan Year.

           Notwithstanding the above, Qualified Nonelective Contributions that
           are made in connection with an Employer's obligation to pay
           prevailing wages under the Davis-Bacon Act (46 Stat. 1494),

<PAGE>

           Public Law 71-798, Service Contract Act of 1965 (79 Stat. 1965),
           Public Law 89-286, or similar legislation can be taken into account
           for a Plan Year for an NHCE to the extent such contributions do not
           exceed 10 percent (10%) of that NHCE's Code Section 414(s)
           compensation.

7.3        ACR of HCE if multiple plans. The Actual Contribution Ratio (ACR) for
           any Participant who is a Highly Compensated Employee (HCE) and who is
           eligible to have matching contributions or after-tax Employee
           contributions allocated to his or her account under two (2) or more
           plans described in Code Section 401(a), or arrangements described in
           Code Section 401(k) that are maintained by the same Employer, shall
           be determined as if the total of such contributions was made under
           each plan and arrangement. If an HCE participates in two (2) or more
           such plans or arrangements that have different plan years, then all
           matching contributions and after-tax Employee contributions made
           during the Plan Year being tested under all such plans and
           arrangements shall be aggregated, without regard to the plan years of
           the other plans. For plan years beginning before the effective date
           of this Amendment, all such plans and arrangements ending with or
           within the same calendar year shall be treated as a single plan or
           arrangement. Notwithstanding the foregoing, certain plans shall be
           treated as separate if mandatorily disaggregated under the
           Regulations of Code Section 401(m).

7.4        Plans using different testing methods for the ACP and ADP test.
           Except as otherwise provided in this Section, the Plan may use the
           current year testing method or prior year testing method for the ACP
           test for a Plan Year without regard to whether the current year
           testing method or prior year testing method is used for the ADP test
           for that Plan Year. However, if different testing methods are used,
           then the Plan cannot use:

           (a)       The recharacterization method of Regulation Section
                     1.401(k)-2(b)(3) to correct excess contributions for a Plan
                     Year;

           (b)       The rules of Regulation Section 1.401(m)-2(a)(6)(ii) to
                     take Elective Contributions into account under the ACP test
                     (rather than the ADP test); or

           (c)       The rules of Regulation Section 1.401(k)-2(a)(6) to take
                     Qualified Matching Contributions into account under the ADP
                     test (rather than the ACP test).

                                  ARTICLE VIII
                             ADJUSTMENT TO ACP TEST

8.1        Distribution of Income attributable to Excess Aggregate
           Contributions. Distributions of Excess Aggregate Contributions must
           be adjusted for income (gain or loss), including an adjustment for
           income for the period between the end of the Plan Year and the date
           of the distribution (the "gap period"). For the purpose of this
           Section, "income" shall be determined and allocated in accordance
           with the provisions of Section 6.1 of this Amendment, except that
           such Section shall be applied by substituting "Excess Contributions"
           with "Excess Aggregate Contributions" and by substituting amounts
           taken into account under the ACP test for amounts taken into account
           under the ADP test.

 8.2       Corrective contributions. If a failed ACP test is to be corrected by
           making an Employer contribution, then the provisions of the Plan for
           the corrective contributions shall be applied by limiting the
           contribution made on behalf of any NHCE pursuant to such provisions
           to an amount that does not exceed the targeted contribution limits of
           Sections 7.1 and 7.2 of this Amendment.

                                   ARTICLE IX
                           SAFE HARBOR PLAN PROVISIONS

9.1        Applicability. The provisions of this Article IX apply if the Plan
           uses the alternative method of satisfying the Actual Deferral
           Percentage (ADP) test set forth in Code Section 401(k)(12) (ADP

<PAGE>

           Test Safe Harbor) and/or the Actual Contribution Percentage (ACP)
           test set forth in Code Section 401(m)(11) (ACP Test Safe Harbor).

9.2        Elimination of conditions on matching contributions. Unless otherwise
           provided in Section 2.1 of this Amendment, the provisions of
           subsection (a) below shall apply. However, if the Employer so elects
           in Section 2.1 of this Amendment, then the provisions of subsection
           (b) or (c) below shall apply.

           (a)       Default provision. If, prior to the date this Amendment has
                     been executed, an ADP Test Safe Harbor notice has been
                     given for a Plan Year for which this Amendment is effective
                     (see Amendment Section 1.1) and such notice provides that
                     there are no allocation conditions imposed on any matching
                     contributions under the Plan, then (1) the Plan will be an
                     ACP Test Safe Harbor plan, provided the ACP Test Safe
                     Harbor requirements are met and (2) the Plan will not
                     impose any allocation conditions on matching contributions.
                     However, if, prior to the date this Amendment has been
                     executed, an ADP Test Safe Harbor notice has been given for
                     a Plan Year for which this Amendment is effective and such
                     notice provides that there are allocation conditions
                     imposed on any matching contributions under the Plan, then
                     the provisions of this Amendment do not modify any such
                     allocation conditions or provisions for that Plan Year and
                     the Plan must satisfy the ACP Test for such Plan Year using
                     the current year testing method. With respect to any Plan
                     Year beginning after the date this Amendment has been
                     executed, if the Plan uses the ADP Test Safe Harbor and
                     provides for matching contributions, then (1) the Plan will
                     be an ACP Test Safe Harbor plan, provided the ACP Test Safe
                     Harbor requirements are met and (2) the Plan will not
                     impose any allocation conditions on matching contributions.

           (b)       Retention of allocation conditions. If the Employer so
                     elects in Section 2.1 of this Amendment, then the Plan will
                     retain any allocation conditions contained in the Plan with
                     regard to matching contributions for any Plan Year for
                     which this Amendment is effective. In that case, the Plan
                     must satisfy the ACP Test for each such Plan Year.

           (c)       Elimination of allocation conditions. If the Employer so
                     elects in Section 2.1 of this Amendment, then (1) the Plan
                     will be an ACP Test Safe Harbor plan, provided the ACP Test
                     Safe Harbor requirements are met, and (2) the Plan will not
                     impose any allocation conditions on matching contributions.

9.3        Matching Catch-up contributions. If the Plan provides for ADP Test
           Safe Harbor matching contributions or ACP Test Safe Harbor matching
           contributions, then catch-up contributions (as defined in Code
           Section 414(v)) will be taken into account in applying such matching
           contributions under the Plan.

9.4        Plan Year requirement. Except as provided in Regulation Sections
           1.401(k)-3(e) and 1.401(k)-3(f), and below, the Plan will fail to
           satisfy the requirements of Code Section 401(k)(12) and this Section
           for a Plan Year unless such provisions remain in effect for an entire
           twelve (12) month Plan Year.

9.5        Change of Plan Year. If a Plan has a short Plan Year as a result of
           changing its Plan Year, then the Plan will not fail to satisfy the
           requirements of Section 9.4 of this Amendment merely because the Plan
           Year has less than twelve (12) months, provided that:

           (a)       The Plan satisfied the ADP Test Safe Harbor and/or ACP Test
                     Safe Harbor requirements for the immediately preceding Plan
                     Year; and

           (b)       The Plan satisfies the ADP Test Safe Harbor and/or ACP Test
                     Safe Harbor requirements (determined without regard to
                     Regulation Section 1.401(k)-3(g)) for the immediately

<PAGE>

                     following Plan Year (or for the immediately following
                     twelve (12) months if the immediately following Plan Year
                     is less than twelve (12) months).

9.6        Timing of matching contributions. If the ADP Test Safe Harbor
           contribution being made to the Plan is a matching contribution (or
           any ACP Test Safe Harbor matching contribution) that is made
           separately with respect to each payroll period (or with respect to
           all payroll periods ending with or within each month or quarter of a
           Plan Year) taken into account under the Plan for the Plan Year, then
           safe harbor matching contributions with respect to any elective
           deferrals and/or after-tax employee contributions made during a Plan
           Year quarter must be contributed to the Plan by the last day of the
           immediately following Plan Year quarter.

9.7        Exiting safe harbor matching. The Employer may amend the Plan during
           a Plan Year to reduce or eliminate prospectively any or all matching
           contributions under the Plan (including any ADP Test Safe Harbor
           matching contributions) provided: (a) the Plan Administrator provides
           a supplemental notice to the Participants which explains the
           consequences of the amendment, specifies the amendment's effective
           date, and informs Participants that they will have a reasonable
           opportunity to modify their cash or deferred elections and, if
           applicable, after-tax Employee contribution elections; (b)
           Participants have a reasonable opportunity (including a reasonable
           period after receipt of the supplemental notice) prior to the
           effective date of the amendment to modify their cash or deferred
           elections and, if applicable, after-tax Employee contribution
           elections; and (c) the amendment is not effective earlier than the
           later of: (i) thirty (30) days after the Plan Administrator gives
           supplemental notice; or (ii) the date the Employer adopts the
           amendment. An Employer which amends its Plan to eliminate or reduce
           any matching contribution under this Section, effective during the
           Plan Year, must continue to apply all of the ADP Test Safe Harbor
           and/or ACP Test Safe Harbor requirements of the Plan until the
           amendment becomes effective and also must apply for the entire Plan
           Year, using current year testing, the ADP test and the ACP test.

9.8        Plan termination. An Employer may terminate the Plan during a Plan
           Year in accordance with Plan termination provisions of the
           Plan and this Section.

           (a)       Acquisition/disposition or substantial business hardship.
                     If the Employer terminates the Plan resulting in a short
                     Plan Year, and the termination is on account of an
                     acquisition or disposition transaction described in Code
                     Section 410(b)(6)(C), or if the termination is on account
                     of the Employer's substantial business hardship within the
                     meaning of Code Section 412(d), then the Plan remains an
                     ADP Test Safe Harbor and/or ACP Test Safe Harbor Plan
                     provided that the Employer satisfies the ADP Test Safe
                     Harbor and/or ACP Test Safe Harbor provisions through the
                     effective date of the Plan termination.

           (b)       Other termination. If the Employer terminates the Plan for
                     any reason other than as described in Section 9.7(a) above,
                     and the termination results in a short Plan Year, the
                     Employer must conduct the termination under the provisions
                     of Section 9.7 above, except that the Employer need not
                     provide Participants with the right to change their cash or
                     deferred elections.

This Amendment has been executed this 22nd day of December 2006.

Name of Plan: Spire Corporation 401(k) Profit Sharing Plan

Name of Employer: Spire Corporation

By: /s/ Rodger W. LaFavre
    -------------------------
          EMPLOYER