AGREEMENT

    


    April 9,
2010

    


    Trinad
Capital Master Fund, Ltd.

    2121
Avenue of the Stars, Suite 1650

    Los
Angeles, CA 90067

     

    


    Dear Mr.
Ellin:

    


    Reference
is hereby made to that certain Letter Agreement by and among George Elliott
(“Elliott”),
Trinad Capital Master Fund, Ltd., (“Trinad”) and ANAXMAR
Segregated Portfolio, dated April 28, 2009 (the “Letter Agreement”),
whereby, among other things, Elliott has been given the option to pay the Trinad
Fee and satisfy in full his obligations to Trinad under the Letter Agreement by
returning the NBLM Shares to Trinad, provided that Trinad shall have returned to
Elliott the stock certificate evidencing the Series B Preferred Stock (with the
appropriate stock powers).  This agreement confirms that Elliott has
elected to assign and transfer to Trinad the NBLM Shares owned by Elliott to
fully satisfy his obligations to Trinad under the Letter Agreement and that
Trinad in return hereby assigns and transfers to Elliott the Series B Preferred
Stock, on the terms and conditions set forth herein. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Letter
Agreement.

    


    
      	
              1.  

            	
              Transfer
      of NBLM Shares. By executing this agreement and delivering the
      stock certificate representing the Noble Shares with the executed stock
      power in the form attached hereto as Exhibit A (or a Affidavit of Lost
      Certificate acceptable to Trinad), Elliott hereby assigns and transfers to
      Trinad 3,978,600 shares of common stock of Noble Medical Technologies,
      Inc. owned by Elliott.

            


    

    


    
      	
              2.  

            	
              Transfer
      of the Series B Preferred  Stock. By executing this
      agreement and delivering the stock certificate representing the Series B
      Preferred Stock with the executed stock power in the form attached hereto
      as Exhibit
      B, Trinad hereby assigns and transfers to Elliott the Series B
      Preferred Stock owned by Trinad and any of its
  investors.

            


    

    


    
      	
              3.  

            	
              Termination
      of Letter Agreement. Trinad and Elliott
      hereby acknowledge and agree that Trinad and Elliott have fully satisfied
      their obligations to each other under the Letter Agreement and that the
      Letter Agreement has no further force or effect as of the date
      hereof.

            


    

    


    
      	
              4.  

            	
              Representations
      and Warranties of Trinad. Trinad is the owner
      of the Series B Preferred Stock and has the full legal right, sole power
      and authority over the disposition of the Series B Preferred
      Stock.  The Series B Preferred Stock is free and clear of any
      liens, claims, encumbrances, charges, options or rights of third parties
      with respect thereto.  The Series B Preferred Stock has not been
      sold, conveyed, encumbered, hypothecated or otherwise transferred by
      Trinad except pursuant to this agreement.  Trinad has the legal
      right to enter into and to consummate the transactions contemplated hereby
      and otherwise to carry out its obligations hereunder.  This
      agreement constitutes the valid and binding obligation of
      Trinad.  The execution, delivery and performance by the Trinad
      of this agreement does not violate any contractual restriction contained
      in any agreement which binds or affects or purports to bind or affect
      Trinad. Trinad is not a party to any agreement, written or oral, creating
      rights in respect of any of such Series B Preferred Stock in any third
      party.  Trinad is not a party to any outstanding or authorized
      options, warrants, rights, calls, commitments, conversion rights, rights
      of exchange or other agreements of any character, contingent or otherwise,
      providing for the purchase, issuance or sale of any of the Series B
      Preferred Stock, and there are no restrictions of any kind on the transfer
      of any of the Series B Preferred Stock other than (a) restrictions on
      transfer imposed by the Securities Act of 1933, as amended (the
      “Securities Act”) and (b) restrictions on transfer imposed by applicable
      state securities or “blue sky”
laws.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.  

            	
              Representations
      and Warranties of Elliott. Elliott
      is the owner of the NBLM Shares and has the full legal right, sole power
      and authority over the disposition of the NBLM Shares.  The NBLM
      Shares are free and clear of any liens, claims, encumbrances, charges,
      options or rights of third parties with respect thereto.  The
      NBLM Shares have not been sold, conveyed, encumbered, hypothecated or
      otherwise transferred by Elliott except pursuant to this
      agreement.  Elliott has the legal right to enter into and to
      consummate the transactions contemplated hereby and otherwise to carry out
      his obligations hereunder.  This agreement constitutes the valid
      and binding obligation of Elliott.  The execution, delivery and
      performance by the Elliott of this agreement does not violate any
      contractual restriction contained in any agreement which binds or affects
      or purports to bind or affect Elliott.  Elliott is not a party
      to any agreement, written or oral, creating rights in respect of any of
      such NBLM Shares in any third party.  Elliott is not a party to
      any outstanding or authorized options, warrants, rights, calls,
      commitments, conversion rights, rights of exchange or other agreements of
      any character, contingent or otherwise, providing for the purchase,
      issuance or sale of any of the NBLM Shares, and there are no restrictions
      of any kind on the transfer of any of the NBLM Shares other than (a)
      restrictions on transfer imposed by the Securities Act of 1933, as amended
      (the “Securities Act”) and (b) restrictions on transfer imposed by
      applicable state securities or “blue sky”
laws.

            


    

    


    
      	
              6.  

            	
              Miscellaneous.

            


    

     

    
      	
              A.  

            	
              The
      terms, provisions and conditions of this agreement are solely for the
      benefit of the parties hereto and their respective heirs, successors and
      permitted assigns and no other person or entity shall acquire or have a
      right by virtue of this agreement.  This agreement may not be
      assigned by any party without prior written consent of the other
      parties.

            


    

     

    
      	
              B.  

            	
              This
      agreement contains the entire understanding and agreement between the
      parties hereto with respect to the subject matter hereof and all prior
      writings and discussions are hereby merged into this
      agreement.  No provision of this agreement may be waived or
      amended except in a writing signed by the parties. A waiver or amendment
      of any term or provision of this agreement shall not be construed as a
      waiver or amendment of any other term or
  provision.

            


    

     

    
      	
              C.  

            	
              Each
      party represents and warrants that it will comply with all applicable
      federal and state securities and all other federal, state or local laws,
      rules and regulations relating hereto and that it shall not circumvent or
      frustrate the intent of this
agreement.

            


    

     

    
      	
              D.  

            	
              Each
      party will indemnify, defend and hold harmless the other party from and
      against all demands, claims, actions or causes of action, assessments,
      losses, damages, liabilities (whether absolute, accrued, contingent or
      otherwise), costs and expenses, including, but not limited to, interest,
      penalties and reasonable attorneys’ fees and expenses (collectively,
      “Losses”), asserted against, imposed upon or incurred by the other party,
      directly or indirectly, by reason of or resulting from or relating to the
      breach of any representation, warranty, covenant contained in this
      agreement, regardless of whether such Losses arise as a result of the
      negligence, strict liability or any other liability imposed under any
      theory of law or equity, or violation of any law by, the indemnifying
      party.

            


    

     

    
      	
              E.  

            	
              This
      agreement may be executed by facsimile signatures and in multiple
      counterparts, each of which shall be deemed an original. It shall not be
      necessary that each party executes each counterpart, or that any one
      counterpart be executed by more than one party so long as each party
      executes at least one counterpart.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              F.  

            	
              This
      agreement shall be governed by and constructed under the laws of the State
      of Delaware without regard to such state’s conflicts of law principles,
      and may be amended, modified or supplemented only by written instrument
      executed by parties hereto.

            


    

     

    If the
foregoing correctly sets forth the entire understanding and agreement between
the us, please so indicate by executing this agreement as indicated below and
returning an executed copy, whereupon this agreement shall constitute a binding
agreement as of the date first above written.

    


     

    
      	 	      
              Very
      truly yours,

              


              


              /s/ George
      Elliott

              George
      Elliott

            


    

     

     

    ACCEPTED
AND AGREED TO:


    


    


    Trinad
Capital Master Fund, Ltd.

    


    


    By: Robert S.
Ellin

    


    Name: Robert S. Ellin

    Title: Director