4. Delivery of Purchased Cash and Securities. Section 4.3 of the Purchase Agreementis amended to restate in their entirety Sections 4.3(d) and (e) and to include a Section 4.3(f),all as follows:     (d) deliver to Buyer a Waiver and Release of Buyer by Seller in the form of ExhibitD hereto;     (e) deliver to Buyer Cash and Securities with a value as of Closing equal to threemillion dollars ($3,000,000) *less*the amount of the Estimated Excess Operating Expenses asof Closing; and     (f) deliver to Buyer copies of all necessary corporate resolutions, including anyrequired resolutions of the stockholders of Seller, authorizing the execution, delivery andperformance by Seller of this Agreement, the other Transaction Agreements and thetransactions contemplated hereby and thereby, certified to be true, correct, complete,unchanged and in full force and effect on the Closing Date by the Secretary or an AssistantSecretary of Seller, accompanied by such other certifications by such Secretary or AssistantSecretary as are requested by Buyer, in a form acceptable to Buyer.     5. Excess Operating Expenses True-Up. Section 4 of the Purchase Agreement is herebyamended to include the following Section 4.4:     4.4 Post-Closing Excess Operating Expenses True-Up.     (a) Within 60 days after the Closing or termination of this Agreement, Seller shallprepare and deliver to Buyer, a written statement (the “***Excess Operating ExpensesCalculation Statement***”) setting forth the Seller’s calculations (the “***Seller’s ProposedCalculations***”) of the amount of the Excess Operating Expenses, which calculations shall bemade in accordance with Section 8.2.     (b) Within 30 days after its receipt of the Excess Operating Expenses CalculationStatement, Buyer shall notify Seller in writing of any disagreement with the ExcessOperating Expenses Calculation Statement and the accuracy of any of the Seller’s ProposedCalculations (and during such 30 day period, Seller shall grant Buyer and its accountantsreasonable access to all work papers, facilities, schedules and calculations used in thepreparation of the Excess Operating Expenses Calculation Statement). If Buyer does notdispute any aspect of the Excess Operating Expenses Calculation Statement or the amount ofany of the Seller’s Proposed Calculations within such 30 day period, then the ExcessOperating Expenses Calculation Statement and the Seller’s Proposed Calculations shall beconclusive and binding upon Buyer and Seller.     (c) If Buyer disputes any aspect of the Excess Operating Expenses Calculation Statementor the amount of any of the Seller’s Proposed Calculations within such 30 day period, thenBuyer shall have the right, and shall have the right to direct its accountants, at theexpense of Buyer, to review and verify the accuracy of the Excess Operating ExpensesCalculation Statement. Buyer and its accountants shall complete
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their review and verification of the Excess Operating Expenses Calculation Statement within45 days after Buyer’s receipt thereof and, if Buyer or its accountants, after such reviewand verification, still disagree with Seller’s Proposed Calculations, Buyer shall submit itsproposed alternative calculations (the “***Buyer’s Proposed Calculations***”) of the amount of theExcess Operating Expenses to Seller in writing within 45 days after Buyer’s receipt of theExcess Operating Expenses Calculation Statement.     (d) If Seller does not reject the Buyer’s Proposed Calculations by written notice givento Buyer within 21 days after the Seller’s receipt of Buyer’s Proposed Calculations, thenthe Excess Operating Expenses Calculation Statement and the Seller’s Proposed Calculationscontained therein, as modified by the Buyer’s Proposed Calculations, shall be conclusive andbinding upon Buyer and Seller. If the Seller rejects Buyer’s Proposed Calculations bywritten notice given to Buyer within 21 days after Buyer’s receipt of the Buyer’s ProposedCalculations, then, within 15 days after the date that Seller delivers its written notice ofrejection to Buyer, Buyer and Seller shall select a mutually acceptable and nationallyrecognized independent accounting firm (such firm, the “***Independent Accounting Firm***”) toresolve the remaining disputed items (the “***Remaining Disputed Items***”) by conducting theIndependent Accounting Firm’s own review and verification of the Excess Operating ExpensesCalculation Statement, and thereafter selecting either Buyer’s Proposed Calculations of theRemaining Disputed Items or Seller’s Proposed Calculations of the Remaining Disputed Itemsor an amount in between the two. Seller and Buyer shall be bound by the determination ofthe Remaining Disputed Items by the Independent Accounting Firm. Each of Seller and Buyeragrees to execute, if requested by the Independent Accounting Firm, an engagement lettercontaining reasonable and customary terms. The Independent Accounting Firm shall act as anarbitrator to determine only the Remaining Disputed Items and the determination of eachamount of the Remaining Disputed Items shall be no less than the lesser of the amountclaimed by Seller or Buyer, and shall be no greater than the greater of the amount claimedby Seller or Buyer.     (e) Buyer and Seller shall each pay their own costs and expenses incurred under thisSection 4.4. The costs and expenses of the Independent Accounting Firm shall be borneone-half by Buyer and one-half by the Seller.     (f) If the Excess Operating Expenses Calculation Statement is delivered following theClosing, upon the determination, in accordance with this Section 4.4, of the final ExcessOperating Expenses Calculation Statement and the final calculation of the amount of theExcess Operating Expenses, an adjustment of Cash and Securities of Seller included in thePurchased Assets will be made as follows:     (i) If the Excess Operating Expense is greater than the Estimated ExcessOperating Expense at Closing, then Buyer shall promptly pay to Seller the amount ofsuch excess.
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     (ii) If the Excess Operating Expense is equal to the Estimated Excess OperatingExpense at Closing, then no further payment shall be payable by Buyer or Sellerunder this Section 4.4.     (iii) If the Excess Operating Expense is less than the Estimated ExcessOperating Expense at Closing, then Seller shall promptly remit to Seller thedifference between the Estimated Excess Operating Expense and the Excess OperatingExpense.     (g) If the Excess Operating Expenses Calculation Statement is delivered followingtermination of this Agreement, the relevant provisions of Section 14 shall apply.     6. Operations Funding. Section 8.1(b) of the Purchase Agreement is hereby amended andrestated in its entirety as follows:     (b) For the operations and day-to-day business of Seller following February 15, 2009,Seller shall make available to Buyer the following amounts upon the following conditions:     (i) five hundred thousand dollars ($500,000) on February 15, 2009;     (ii) five hundred thousand dollars ($500,000) on March 30, 2009; and     (iii) following March 30, 2009, such amount not to exceed $500,000 per month asBuyer may reasonably request in writing from time to time; *provided*that as acondition to receipt of such funds Buyer shall have made a deposit of the sameamount requested into the Buyer Escrow Fund as required by Section 3.1(b).     7. Heading of Section 8.2. The heading of Section 8.2 is hereby amended and restatedin its entirety as follows: “Expenses and Expenditures During Buyer ManagementPeriod.“     8. Responsibility for Expenses During Buyer Management Period. Section8.2(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:     (a) If the transactions contemplated by this Agreement are consummated, to the extentthat (i) the cash expenditures made by Seller during the period from November 3, 2008 to theearlier of the Closing Date or the termination of this Agreement (the “***Buyer ManagementPeriod***”), and (ii) expenses incurred by Seller during the Buyer Management Period,determined in accordance with generally accepted accounting principles, for whichLiabilities remain outstanding as of the end of the Buyer Management Period (together the“***Actual Expenses***”) exceed one million, five hundred thousand dollars ($1,500,000) (suchexcess is referred to as the “***Excess Operating***
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***Expenses***”), Buyer will reimburse Seller for the amount of the Excess Operating Expenses.The Excess Operating Expenses will be deducted from the amount of Cash and Securities ofSeller included in the Purchased Assets, in accordance with Sections 1.1(a)(i) and 4.4.     9. Limitations on Actual Expenses. Section 8.2(c) of the Purchase Agreement is herebyamended and restated in its entirety as follows:     (c) Notwithstanding any other provision of this Agreement, Buyer will cause the Company(i) not to incur Actual Expenses in excess of one million, five hundred thousand dollars($1,500,000) for the period from November 3, 2008 to February 15, 2009 and (ii) not to incurActual Expenses in excess of five hundred thousand dollars ($500,000) for each one-monthperiod beginning February 15, 2009.     10. Termination Provisions.     Section 14.1(d) and (g) of the Purchase Agreement are hereby amended and restated in theirentirety as follows:     (d) Buyer or Seller if the Closing has not occurred on or prior to May 15, 2009;*provided*that the right to terminate this Agreement pursuant to this Section 14.1(d) shallnot be available to any party whose breach of any provision of this Agreement results in thefailure of the Closing to occur on or prior to such date.     (g) Buyer if the (i) Seller Board shall have withdrawn its authorization and approvalof this Agreement and the transactions contemplated hereby based upon receipt by the SellerBoard of an Acquisition Proposal, and (ii) the Closing has not occurred on or prior to May14, 2009; and     11. Buyer Break-Up Fee. Section 14.2(a) of the Purchase Agreement is hereby amendedand restated in its entirety as follows:     (a) If Seller terminates this Agreement under Section 14.1(b), (i) Buyer will be liableto Seller for an amount (the “***Buyer Break-Up Fee***”) equal to the Actual Expenses, and (ii)Seller will immediately join Buyer in delivering written instructions to the Escrow Agent,jointly executed by Buyer and Seller, instructing the Escrow Agent to pay to Buyer from theBuyer Escrow Fund, in accordance with the Buyer Escrow Agreement, the amount of the BuyerEscrow Fund in excess of the sum of the Estimated Excess Operating Expenses at the time ofsuch termination *plus*one million, five hundred thousand dollars ($1,500,000). Promptlyfollowing determination of the final Excess Operating Expenses Calculation Statement inaccordance with Section 4.4:     (A) Seller and Buyer will deliver written instructions to the Escrow Agent,jointly executed by Buyer and Seller, instructing the Escrow Agent to pay, inaccordance with the Buyer Escrow Agreement, to Seller the amount of the ActualExpenses (as reflected on the final Excess Operating Expenses Calculation Statement)(or the balance of the Buyer Escrow Fund, if less), and to
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pay, in accordance with the Buyer Escrow Agreement, to Buyer the remaining amount,if any, of the Buyer Escrow Fund after making such payment to Seller; and     (B) if the amount paid to Seller pursuant to Section 14.2(a)(A) is less thanthe full amount of the Actual Expenses (as reflected on the final Excess OperatingExpenses Calculation Statement), Buyer shall promptly remit to Seller payment of thedifference between the Actual Expenses and the amount paid to Seller pursuant toSection 14.2(a)(A).     12. Payment of Buyer Escrow Fund Upon Termination. Section 14.2(c) of the PurchaseAgreement is hereby amended and restated in its entirety as follows:     (c) If this Agreement is terminated other than by Seller under Section 14.1(b), (i)Seller and Buyer will immediately deliver written instructions to the Escrow Agent, jointlyexecuted by Buyer and Seller, instructing the Escrow Agent to pay to Buyer, in accordancewith the Buyer Escrow Agreement, the amount of the Buyer Escrow Fund.     13. Surviving Provisions. Section 14.2(f) of the Purchase Agreement is hereby amendedand restated in its entirety as follows:     (f) Upon any termination of this Agreement pursuant to Section 14.1, no party heretoshall thereafter have any further liability or obligation hereunder, except (i) as providedin this Section 14.2 and Section 4.4, and (ii) the obligations under Section 10.1 shallcontinue through and until the date that is two (2) years subsequent to the date hereof.     14. Definitions. The Section 16 of the Purchase Agreement is hereby amended toeliminate the defined term “***Expense Limitation***” and the related cross reference, and to include, inalphabetical order, the following defined terms:“***Additional Funding***” is defined in the definition of Estimated Excess Operating Expenses.“***Buyer’s Proposed Statement***” is defined in Section 4.4(c).“***Estimated Excess Operating Expenses***” means an amount equal to the aggregate of the amountsmade available to Buyer pursuant to Section 8.1(b) (the “***Additional Funding***”), *less*anyAdditional Funding returned to Seller at the time of Closing or termination.“***Excess Operating Expenses***” is defined in Section 8.2(a).“***Excess Operating Expenses Calculation Statement***” is defined in Section 4.4(a).“***Independent Accounting Firm***” is defined in Section 4.4(d).“***Remaining Disputed Items***” is defined in Section 4.4(d).
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“***Seller’s Proposed Statement***” is defined in Section 4.4(a).     15. Counterparts. This Amendment may be executed in counterparts, each of which willcause to be an original, and all of which together shall constitute one in the same instrument.Further, all facsimile signatures shall be deemed original signatures.     16. Continued Effectiveness. Except as expressly amended hereby, the terms andconditions of the Purchase Agreement shall remain in full force and effect.**[*****Remainder of page intentionally left blank*****]**
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     The parties have caused this Amendment to be executed and delivered by their duly authorizedofficers as of the date and year first above written.      **NOBLES MEDICAL TECHNOLOGIES, INC.**