Exhibit
10.8

    


    FIRST AMENDMENT TO NOTE AND
SECURITY AGREEMENT

     

    THIS FIRST AMENDMENT (THE “FIRST
AMENDMENT”) DATED MARCH
25, 2009 TO THE NOTE AND
SECURITY AGREEMENT (THE
“AGREEMENT”) DATED AS OF
SEPTEMBER 4, 2007 AMONG
SAFESTICH MEDICAL, INC., SAFESTITCH, LLC (COLLECTIVELY THE “BORROWER”) AND THE
UNDERSIGNED LENDERS (“LENDERS”).

    


    RECITALS

     

    WHEREAS, Borrower and Lenders
(collectively, the “Parties”) are parties to the Agreement which became
effective on September 4, 2007; and

     

    WHEREAS, the Borrowers and
Lenders desire to amend the Agreement to extend the Maturity Date (as defined in
the Agreement) from December 31, 2009 until June 30, 2010.

     

    NOW THEREFORE, in
consideration of the mutual covenants and promises contained in the Agreement
and this First Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lenders agree as
follows:

     

    AMENDMENT

     

    1.           Extension of Maturity
Date.  Section 3 of the Agreement is hereby amended and
restated in its entirety as follows:

     

    Payments of Obligations,
including Principal and Interest.  The
principal amount of the Loan evidenced hereby, together with any accrued and
unpaid interest, and any and all the Obligations, including unpaid costs, fees
and expenses accrued, such as Lender’s Expenses, shall be due and payable in
full on June 30, 2010 (the “Maturity
Date”).

     

    2.           Governing Law.  This
First Amendment shall be governed by the laws of the State of Florida without
regard to its conflict of laws rules or principles.

    


    3.           Amendments.  Except
as expressly amended hereby, the Agreement shall remain unmodified and in full
force and effect.

    


    4.           Entire
Agreement.  This First Amendment and the Agreement and any
schedules or exhibits attached to the Agreement constitute the entire agreement
of the Parties with respect to the subject matter hereof and supersede all prior
understandings and writings between the Parties relating thereto.

    


    5.           Interpretation.  Any
capitalized terms used in this First Amendment but not otherwise defined shall
have the meaning provided in the Agreement.

    


    6.           Counterparts.  This
First Amendment may be executed manually, electronically in Adobe® PDF file
format, or by facsimile by the Parties, in any number of counterparts, each of
which shall be considered one and the same amendment and shall become effective
when a counterpart hereof shall have been signed by each of the Parties and
delivered to the other Party.


    
      
         


      

      
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    Exhibit 10.8

     

    IN WITNESS WHEREOF, the
Parties hereto have caused this First Amendment to be executed
in their names as of the date first written above.

    


    
      
        	 
      	
                SAFESTITCH
      MEDICAL, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Adam S. Jackson

              
	 
      	
                Name:  Adam
      S. Jackson

                Title:
      Chief Financial Officer

              
	 
      	 
      	 
      
	 
      	
                SAFESTITCH
      LLC

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Adam S. Jackson

              
	 
      	
                Name:  Adam
      S. Jackson

                Title:
      Chief Financial Officer

              


      

    

    


    
      
        
          	
                  THE
      FROST GROUP, LLC

                
	 
      
	
                  By:

                	
                  /s/ Phillip Frost, M.D.

                
	
                  Name:
      Phillip Frost, M.D.

                  Title:
      President

                
	 
      
	
                  JEFFREY
      G. SPRAGENS

                
	 
      
	
                  By:

                	
                  /s/ Jeffrey G. Spragens

                
	
                  Name:
      Jeffrey G. Spragens 

                  Title:

                


        

      

    


    
      
         


      

      
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