EX-4.16 Letter dated October 17, 2008






Exhibit 4.16




MILLENNIUM PARTNERS, L.P.

c/o Millennium Management LLC

666 Fifth Avenue, 8th Floor

New York, New York 10103




Liberator Medical Holdings, Inc.

2979 South East Gran Park Way

Stuart, Florida 34997

Attention: Mark A. Libratore, President




October 17, 2008




Re:     Waivers, Amendment and Restatement under May 2008 Warrants and Notes




Dear Mark:




     Reference is hereby made to the 3% Senior Convertible Notes due 2010 (the “May 2008
Notes”) and the Warrant to Purchase Common Stock (the “May 2008 Warrants”) issued by
Liberator Medical Holdings, Inc. (the “Company”) on May 22, 2008 pursuant to the Securities
Purchase Agreement, dated as of May 22, 2008 (the “May 2008 SPA”), by and among the
Company, Liberator Medical Supply, Inc., as guarantor (“Liberator Supply”), and Millennium
Partners, L.P. (“Investor”), as sole purchaser of the May 2008 Notes and the May 2008
Warrants.



     In connection with the Securities Purchase Agreement to be entered into on the date hereof by
and among the Company, as issuer, Liberator Supply and Liberator Health and Education Services,
Inc., as guarantors, and one or more purchasers, including the Investor (collectively, the
“Purchasers”), for the sale and issuance by the Company and the purchase by the Purchasers
of 3% Senior Convertible Notes due 2010 (the “New Notes”) and warrants to purchase common
stock of the Company (including warrants that may be issued as compensation to the placement agent
for the Company in connection with said transaction, the “New Warrants”), Investor hereby
confirms and agrees, solely for the benefit of the Company, as follows:




	 	1.	 	Investor directly and beneficially holds all of the May
2008 Notes and the May 2008 Warrants issued pursuant to the May 2008 SPA;
	 
	 	2.	 	Investor hereby, in its capacity as holder of the May
2008 Notes (as the same may be amended and restated pursuant to paragraph 5
below), waives any right it may have to have the Conversion Price (as
defined in the May 2008 Notes) adjusted in connection with the issuance,
conversion or exercise of the New Notes (including any replacements thereof
issued in accordance with the terms of Section 18 thereof as in effect on
the date hereof) or the New Warrants (including any replacements thereof
issued in accordance with the terms of Section 7 thereof as in effect on
the date hereof);




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	 	3.	 	Investor hereby, in its capacity as holder of the May
2008 Warrants, waives any right it may have to have the Exercise Price (as
defined in the May 2008 Warrants) adjusted in connection with the issuance,
conversion or exercise of the New Notes (including any replacements thereof
issued in accordance with the terms of Section 18 thereof as in effect on
the date hereof) or the New Warrants (including any replacements thereof
issued in accordance with the terms of Section 7 thereof as in effect on
the date hereof);
	 
	 	4.	 	Investor hereby, in its capacity as holder of the May
2008 Warrants, irrevocably and permanently waives its rights under Section
4(b) of the May 2008 Warrants and agrees that the May 2008 Warrants (and
any replacements thereof) shall be amended so as to delete Section 4(b)
therefrom in its entirety; and
	 
	 	5.	 	Investor is surrendering the May 2008 Notes issued to
it on May 22, 2008 for cancellation in exchange for the issuance by the
Company to Investor of a amended and restated 3% Senior Convertible Note
due 2010 in the form attached hereto as Exhibit A.





     This letter shall be governed by the laws of the State of New York.



	 	 	 	 	 
	 	Yours truly,



MILLENNIUM PARTNERS, L.P.



 	 
	 	By:  	Millennium Management LLC, its Managing Partner
 	 
	 	 	 
	 
	 	By:  	/s/ Terry Feeney
 	 
	 	 	Name:  	Terry Feeney 	 
	 	 	Title:  	Chief Operating Officer 	 
	 



ACKNOWLEDGED AND AGREED TO:




LIBERATOR MEDICAL HOLDINGS, INC.




	 	 	 	 	 
	 	 
	By:  	/s/ Mark A. Libratore
 	 
	 	 	Name:  	Mark A. Libratore 	 
	 	 	Title:  	President 	 
	 




      



      



      



Signature Page to

Letter re: Waivers, Amendment and Restatement under May 2008 Warrants and Notes





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