8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2006

NOVT Corporation

(Exact name of registrant as specified in its charter)

Florida	0-20727	59-2787476
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4350 International Blvd.
Norcross, GA	30093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 717-0904

Novoste Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Letter Agreement with Daniel G. Hall

On March 9, 2006, Novoste Corporation (the “Company”) entered into a third amendment (the “Hall Third Amendment”) to the Letter Agreement, dated as of November 11, 2005, between the Company and Daniel G. Hall, the Company’s Vice President, Secretary and General Counsel, as previously amended pursuant to First Amendment to Letter Agreement (the “Hall First Amendment”), dated as of January 3, 2006 and Second Amendment to Letter Agreement (the “Hall Second Amendment”), dated as of January 30, 2006 (as amended, the “Hall Letter Agreement”). The entry into the Hall Letter Agreement (as amended by the Hall First Amendment and the Hall Second Amendment), which provided that Mr. Hall would continue to be employed by the Company through February 28, 2006 and that Mr. Hall would receive salary and certain other payments from the Company, was previously reported in Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 17, 2005, January 6, 2006 and January 30, 2006.

The Hall Third Amendment provides for the extension of Mr. Hall’s employment by the Company through March 31, 2006, at which time his employment with the Company will terminate. The Hall Third Amendment further provides that during such extended period, Mr. Hall will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment, plus an incentive retention payment of $16,250 payable on March 31, 2006 unless Mr. Hall terminates his employment with the Company prior to such date.

The above description of the Hall Third Amendment is qualified in its entirety by reference to the Hall Third Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference. Other than as set forth in the Hall Third Amendment, all other terms and conditions of the Hall Letter Agreement remain unchanged and in full force and effect.

Amendment to Letter Agreement with Subhash C. Sarda

On March 9, 2006, the Company entered into a first amendment (the “Sarda First Amendment”) to the Letter Agreement, dated as of November 11, 2005, between the Company and Subhash C. Sarda, the Company’s Chief Financial Officer (the “Sarda Letter Agreement”). The entry into the Sarda Letter Agreement, which provided that Mr. Sarda would continue to be employed by the Company through February 28, 2006 and that Mr. Sarda would receive salary and certain other payments from the Company, was previously reported in a Current Report on Form 8-K filed with the SEC on November 17, 2005.

The Sarda First Amendment provides for the extension of Mr. Sarda’s employment by the Company through March 31, 2006, at which time his employment with the Company will terminate. The Sarda First Amendment further provides that during such extended period, Mr. Sarda will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment, plus an incentive retention payment of $15,000 payable on March 31, 2006 unless Mr. Sarda terminates his employment with the Company prior to such date; provided, however, that if there is a change in control in the board of directors as defined in the Sarda First Amendment, Mr. Sarda shall be entitled to the immediate payment of such amount.

The above description of the Sarda First Amendment is qualified in its entirety by reference to the Sarda First Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2, and is incorporated herein by reference. Other than as set forth in the Sarda First Amendment, all other terms and conditions of the Sarda Letter Agreement remain unchanged and in full force and effect.

In connection with the continued employment of Mr. Sarda, the Company entered into an interim executive services agreement on March 9, 2006 (the “Services Agreement”) with Tatum, LLC (“Tatum”), an executive services and consulting firm. Mr. Sarda became a partner of Tatum in December 2005. Pursuant to the Services Agreement, the Company will pay directly to Tatum a fee of $2,770 on a bi-weekly basis for the period March 1 through March 31, 2006 (or such longer period as Mr. Sarda may be employed by the Company) as full compensation for the resources provided by Tatum to the Company. All compensation paid to Mr. Sarda pursuant to his employment by the Company as described above is paid directly by the Company to Mr. Sarda. This description of the Services Agreement is qualified in its entirety by reference to the Services Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3, and is incorporated herein by reference.

Item. 2.01. Completion of Acquisition or Disposition of Assets.

On March 9, 2006, the Company completed the sale of substantially all of the assets of its vascular brachytherapy (VBT) business to Best Vascular, Inc. (“Best Vascular”), pursuant to the Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, among the Company, Best Vascular and Best Medical International, Inc. (“BMI”), as amended (the “Amended and Restated Asset Purchase Agreement”). The proposed asset transaction was approved by the Company’s shareholders at a meeting held on March 7, 2006. Best Vascular is a privately held Delaware corporation formed for the purpose of acquiring and operating the VBT business. Pursuant to the Amended and Restated Asset Purchase Agreement, BMI agreed to guarantee the full and faithful performance by Best Vascular of all agreements of Best Vascular set forth in the agreement. BMI is a privately held Virginia corporation which is an affiliate of Best Vascular. BMI is headquartered in Springfield, Virginia and is engaged in the design, distribution and manufacture of radiation products for the oncology, urology, neurology and gynecology markets.

The assets of the Company sold include the patents and other intellectual property, the inventory and equipment, furniture, records, sales materials, and various agreements and contracts in each case associated with the VBT business. The assets sold do not include cash and cash equivalents and certain other assets not related to the VBT business.

The consideration for the sale of assets is the assumption by Best Vascular of the Company’s liabilities described below:

• liabilities incurred or arising after the closing from that certain patent infringement litigation filed against the Company by Calmedica, LLC pending in the United States District Court for the Northern District of Georgia and the United States District Court for the Northern District of Illinois in consideration of a cash payment of $350,000 by the Company to Best Vascular;

• liabilities incurred or arising before or after the closing under the Company’s supply agreement dated October 14, 1999, with AEA Technology-QSA, GmbH, such as obligations to decontaminate and decommission equipment;

• liabilities incurred or arising after the closing under certain royalty agreements and other agreements between the Company and various third parties;

• liabilities arising after the closing for utility payment obligations with respect to the Company’s leased facilities at 4350 International Boulevard, Norcross, Georgia; and

• liabilities arising after the closing from the use or ownership of the VBT business assets.

In addition, Best Vascular acquired the Company’s accounts receivable and assumed the Company’s trade accounts payable related to the VBT business at the closing, subject to a reconciliation and true-up procedure. Taking into account the assumption of such accounts receivable and accounts payable, the payment obligation of the Company of $350,000 to Best Vascular in connection with its assumption of the Calmedica litigation described above, and various other adjustments contemplated by the Amended and Restated Asset Purchase Agreement, the Company made a total payment of approximately $67,200 to Best Vascular at the closing.

As part of the transaction, the Company amended its amended and restated articles of incorporation to change the name of the Company from “Novoste Corporation” to “NOVT Corporation.” In addition, the Company, Best Vascular and BMI entered into a letter agreement addressing various transition issues (the “Transition Letter Agreement”), including shared use of office space, use of computers and communications systems, and certain other transition-related matters.

The foregoing description of the Amended and Restated Asset Purchase Agreement and the asset sale transaction do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Asset Purchase Agreement, filed with the SEC on a Current Report on Form 8-K on October 13, 2005 as Exhibit 2.1. The above description of the Transition Letter Agreement is qualified in its entirety by reference to the Transition Letter Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.4, and is incorporated

herein by reference. A copy of the press release, dated March 9, 2006, issued by the Company and Best Vascular announcing the completion of the asset sale transaction is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Pursuant to the Hall Third Amendment described above under Item 1.01, Mr. Hall and the Company agreed that Mr. Hall’s employment with the Company would terminate effective March 31, 2006. Pursuant to the Sarda First Amendment described above under Item 1.01, Mr. Sarda and the Company agreed that Mr. Sarda’s employment with the Company would terminate effective March 31, 2006.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

The unaudited pro forma consolidated balance sheet of the Company and its subsidiaries as of September 30, 2005 and unaudited pro forma income statements of the Company and its subsidiaries for the year ended December 31, 2004 and the nine months ended September 30, 2005, which were derived from the historical financial statements of the Company and its subsidiaries for the year ended December 31, 2004, and the historical financial statements for the nine months ended September 30, 2005, adjusted to illustrate the effect of the sale of the Company’s VBT business to Best Vascular as if this sale occurred on September 30, 2005 with respect to the pro forma consolidated balance sheet, and January 1, 2004 with respect to the pro forma consolidated statement of operations, are set forth on pages 94 to 99 of the Company’s definitive proxy materials filed with the SEC on February 3, 2006 with respect to the Company’s special meeting of shareholders held on March 7, 2006 and are incorporated herein by reference.

(c) Exhibits

2.1	Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on October 13, 2005).
2.2	Amendment No. 1 to Amended and Restated Asset Purchase Agreement, dated as of November 30, 2005, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on December 5, 2005).
2.3	Amendment No. 2 to Amended and Restated Asset Purchase Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 30, 2006).
10.1	Third Amendment to Letter Agreement, dated March 9, 2006, between Novoste Corporation and Daniel G. Hall.
10.2	First Amendment to Letter Agreement, dated March 9, 2006, between Novoste Corporation and Subhash C. Sarda.
10.3	Interim Executive Services Agreement, dated March 9, 2006, between Novoste Corporation and Tatum, LLC.
10.4	Letter Agreement, dated March 9, 2006, among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
99.1	Press Release, dated March 9, 2006, announcing completion of the asset sale transaction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NOVOSTE CORPORATION

By:	/s/ Daniel G. Hall
Daniel G. Hall
Vice President, Secretary and General
Counsel

Date: March 15, 2006

EXHIBIT INDEX

2.1	Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on October 13, 2005).
2.2	Amendment No. 1 to Amended and Restated Asset Purchase Agreement, dated as of November 30, 2005, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on December 5, 2005).
2.3	Amendment No. 2 to Amended and Restated Asset Purchase Agreement, dated as of January 27, 2006, by and among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc. (Incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 30, 2006).
10.1	Third Amendment to Letter Agreement, dated March 9, 2006, between Novoste Corporation and Daniel G. Hall (including form of Consulting Agreement).
10.2	First Amendment to Letter Agreement, dated March 9, 2006, between Novoste Corporation and Subhash C. Sarda.
10.3	Interim Executive Services Agreement, dated March 9, 2006, between Novoste Corporation and Tatum, LLC.
10.4	Letter Agreement, dated March 9, 2006, among Novoste Corporation, Best Vascular, Inc. and Best Medical International, Inc.
99.1	Press Release, dated March 9, 2006, announcing completion of the asset sale transaction.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO LETTER AGREEMENT

THIS THIRD AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1^st day of March, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into a Letter Agreement dated November 11, 2005, pursuant to which the date of Executive’s termination of employment with the Company was established as December 31, 2005 and pursuant to which the Executive is entitled to receive certain payments upon the termination of his employment; and

WHEREAS, the Company amended the Letter Agreement effective January 1, 2006, to extend the Executive’s employment termination date to January 31, 2006, and further amended the Letter Agreement effective February 1, 2006 to extend the Executive’s employment termination date to February 28, 2006, and

WHEREAS, the Company desires to further extend Executive’s employment beyond February 28, 2006.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The terms of paragraph 1 of the Letter Agreement shall be altered and amended so that the Executive shall continue to be employed by the Company, with all accompanying benefits of employment, including health insurance benefits, vacation and allowable personal time accrual for 2006, reimbursement of business expenses and salary at his base salary rate as of the date of the Letter Agreement, through March 31, 2006. Nothing in this letter shall exclude the Executive from pursuing other employment

search activities, as long as such activity does not substantially interfere with his performance of his duties as Vice President, Secretary and General Counsel.

2. Certain Payments: Paragraph 2 of the letter Agreement, as amended, shall be further amended by adding the following paragraph:

(v) a fifth payment (the “Fifth Payment”) in the amount of $16,250, less applicable deductions, including, without limitation, federal and state withholding, to be paid on March 31, 2006, provided, however, that the Executive shall not receive the Fifth Payment if the Executive voluntarily terminates employment with the Company prior to March 31, 2006.

3. All other and further terms and provisions of the Letter Agreement shall remain in full force and effect as entered into by the Parties on November 11, 2005.

IN WITNESS WHEREOF, the Parties have executed this Third Amendment to the Letter Agreement as of the date indicated by their respective names.

Date:

March 9, 2006	/s/ Daniel G. Hall
	DANIEL G. HALL
	NOVOSTE CORPORATION
Date:
March 9, 2006	By:	/s/ Alfred J. Novak
	Name:	ALFRED J. NOVAK
	Title:	PRESIDENT AND CHIEF EXECUTIVE OFFICER

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO LETTER AGREEMENT

THIS FIRST AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1^st day of March, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Subhash C. Sarda (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have entered into a Letter Agreement dated November 11, 2005, pursuant to which the date of Executive’s termination of employment with the Company was established as February 28, 2006 and pursuant to which the Executive is entitled to receive certain payments upon the termination of his employment; and

WHEREAS, the Company desires to further extend Executive’s employment beyond February 28, 2006.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Termination of Employment: The terms of paragraph 1 of the Letter Agreement shall be altered and amended so that the Executive shall continue to be employed by the Company, with all accompanying benefits of employment, including health insurance benefits, vacation and allowable personal time accrual for 2006, reimbursement of business expenses and salary at his base salary rate as of the date of the Letter Agreement, through March 31, 2006. Nothing in this letter shall exclude the Executive from pursuing other employment search activities, as long as such activity does not substantially interfere with his performance of his duties as Chief Financial Officer.

2. Certain Payments: Paragraph 2 of the letter Agreement, shall be further amended by adding the following paragraph:

(iv) a fifth payment (the “Fifth Payment”) in the amount of $15,000, less applicable deductions, including, without limitation, federal and state withholding, to be paid on March 31, 2006, provided, however, that the Executive shall not receive the Fifth Payment if the Executive voluntarily terminates employment with the Company prior to March 31, 2006. Notwithstanding the foregoing, if the composition of the Company’s Board of Directors changes such that the number of directors on the Board of Directors who are directors of the Board of Directors as of the date of this Amendment is less than the number of directors on the Board of Directors who are not directors of the Board of Directors as of the date of this Amendment, the Executive shall be entitled to immediate payment of the Fifth Payment (to the extent such payment has not previously been made);

3. All other and further terms and provisions of the Letter Agreement shall remain in full force and effect as entered into by the Parties on November 11, 2005.

IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Letter Agreement as of the date indicated by their respective names.

Date:

March 9, 2006	/s/ Subhash C. Sarda
	SUBHASH C. SARDA
	NOVOSTE CORPORATION
Date:
March 9, 2006	By:	/s/ Alfred J. Novak
	Name:	ALFRED J. NOVAK
	Title:	PRESIDENT AND CHIEF EXECUTIVE OFFICER

EX-10.3

Exhibit 10.3

Tatum, LLC

Interim Executive Services Agreement

March 1, 2006

Mr. Alfred Novak

Chief Executive Officer

Novoste Corporation

4350 International Boulevard

Norcross, Ga 30093

Dear Mr. Novak:

Tatum, LLC (“Tatum”) understands that Novoste Corporation (the “Company”) desires to extend the employment of Subhash C. Sarda, one of our partners, as an employee of the Company (the “Tatum Partner”) from March 1, 2006 through to March 31, 2006, and if asked by the Board of Directors of Novoste Corporation, an additional extension through April 30, 2006, in accordance with Mr. Sarda’s Amendment No. 1, dated              to the Letter Agreement with Novoste Corporation dated November 11, 2005. It is understood that Tatum and the Tatum Partner will do, or cause such work to be done as is necessary to properly execute the office of the Chief Financial Officer of Novoste Corporation.

Although the Tatum Partner will dedicate substantially all of his business time and attention to the Company, the Company acknowledges that the Tatum Partner is and will remain a partner in our firm so that he or she will have access to our firm’s resources for use in his or her employment with the Company. This Interim Executive Services Agreement sets forth the rights of the Company, through the Tatum Partner, to use such resources for the benefit of the Company and for the payment for such services.

Since the Tatum Partner will be under the control and direct management of the Company, and not Tatum, Tatum’s obligations to the Company are exclusively those set forth in this agreement. This document will serve as the entire agreement between the Company and Tatum.

Compensation

The Company will pay directly to Tatum a fee of $2,770 on a bi-weekly basis (“Resource Fee”) as full compensation for resources provided by Tatum.

Novoste will continue to pay Subhash Sarda in accordance with his Amended Letter Agreement.. In the event that Novoste extends the term of this agreement with Tatum Novoste shall have the right to extend the agreement for Subhash Sarda. If the extended agreement with Tatum is for part time services, compensation to Subhash Sarda, will be reduced on the same basis as the reduction in payment to Tatum. For purposes hereof, (i) “Salary” means all compensation, including retention and other bonuses, paid to Tatum Partner, except for benefits (including medical benefits subsidy paid to Tatum Partner). All compensation payable or deliverable to Tatum is referred to herein as the “Resource Fee.”

Payments; Deposit

Payments to Tatum should be made by direct deposit through the Company’s payroll, or by an automated clearing house (“ACH”) payment at the same time as payments are made to the Employee. If such payment method is not available and payments are made by check, Tatum will issue invoices to the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt of invoices.

Company agrees to pay Tatum and to maintain a security deposit of $5,540 for the Company’s future payment obligations to Tatum under this agreement (the “Deposit”). If the Company breaches this agreement and fails to cure such breach as provided in this agreement, Tatum will be entitled to apply the Deposit to its damages resulting from such breach. Upon termination or expiration of this agreement, Tatum will return to the Company the balance of the Deposit remaining after application of any amounts to unfulfilled payment obligations of the Company to Tatum as provided for in this agreement.

Termination

This agreement will terminate immediately upon the earlier of the effective date of termination or expiration of the Tatum Partner’s employment with the Company or upon the Tatum Partner ceasing to be a partner of Tatum.

In the event that either party commits a breach of this agreement and fails to cure the same within seven (7) days following delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party will have the right to terminate this agreement immediately effective upon written notice of such termination.

Hiring Tatum Partner Outside of Agreement

During the twelve (12)-month period following termination or expiration of this agreement, other than in connection with another Tatum agreement, the Company will not solicit the employment of the Tatum Partner, or engage the Tatum Partner as an independent contractor, to render services of substantially the same nature as those for which Tatum is making the Tatum Partner available pursuant to this agreement except if the Tatum Partner is no longer a partner or otherwise employed by Tatum. The parties recognize and agree that a breach by the Company of this provision would result in the loss to Tatum of the Tatum Partner’s valuable expertise and revenue potential and that such injury will be impossible or very difficult to ascertain. Therefore, in the event this provision is breached, Tatum will be entitled to receive as liquidated damages an amount equal to forty-five percent (45%) of the Tatum Partner’s Annualized Compensation (as defined below), which amount the parties agree is reasonably proportionate to the probable loss to Tatum and is not intended as a penalty. If, however, a court or arbitrator, as applicable, upon application of or suit filed by the Company, determines that liquidated damages are not appropriate for such breach, Tatum will have the right to seek actual damages. The amount will be due and payable to Tatum upon written demand to the Company. For this purpose, “Annualized Compensation” will mean the Tatum Partner’s most recent annual Salary and the maximum amount of any bonus for which the Tatum Partner was eligible with respect to the then current bonus year.

Insurance

The Company will provide Tatum or the Tatum Partner with written evidence that the Company maintains directors’ and officers’ insurance in an amount reasonably acceptable to the Tatum Partner at no additional cost to the Tatum Partner, and the Company will maintain such insurance at all times while this agreement remains in effect.

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Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising during the term of this agreement for at least three years following the termination or expiration of this agreement or will purchase a directors’ and officers’ extended reporting period, or “tail,” policy to cover the Tatum Partner.

Disclaimers, Limitations of Liability & Indemnity

It is understood that Tatum does not have a contractual obligation to the Company other than to make its resources available to the Tatum Partner (by virtue of the Tatum Partner being a partner in Tatum) for the benefit of the Company under the terms and conditions of this agreement. The Resource Fee will be for the resources provided. Tatum assumes no responsibility or liability under this agreement other than to render the services called for hereunder and will not be responsible for any action taken by the Company in following or declining to follow any of Tatum’s advice or recommendations.

Tatum represents to the Company that Tatum has conducted its standard screening and investigation procedures with respect to the Tatum Partner becoming a partner in Tatum, and the results of the same were satisfactory to Tatum. Tatum disclaims all other warranties, either express or implied. Without limiting the foregoing, Tatum makes no representation or warranty as to the accuracy or reliability of reports, projections, forecasts, or any other information derived from use of Tatum’s resources, and Tatum will not be liable for any claims of reliance on such reports, projections, forecasts, or information. Tatum will not be liable for any non-compliance of reports, projections, forecasts, or information or services with federal, state, or local laws or regulations. Such reports, projections, forecasts, or information or services are for the sole benefit of the Company and not any unnamed third parties.

In the event that any partner of Tatum (including without limitation the Tatum Partner to the extent not otherwise entitled in his or her capacity as an officer of the Company) is subpoenaed or otherwise required to appear as a witness or Tatum or such partner is required to provide evidence, in either case in connection with any action, suit, or other proceeding initiated by a third party or by the Company against a third party, then the Company shall reimburse Tatum for the costs and expenses (including reasonable attorneys’ fees) actually incurred by Tatum or such partner and provide Tatum with compensation at Tatum’s customary rate for the time incurred.

As a condition for recovery of any liability, the Company must assert any claim against Tatum within three (3) months after discovery or sixty (60) days after the termination or expiration of this agreement, whichever is earlier.

Tatum will not be liable in any event for incidental, consequential, punitive, or special damages, including without limitation, any interruption of business or loss of business, profit, or goodwill.

Arbitration

If the parties are unable to resolve any dispute arising out of or in connection with this agreement, either party may refer the dispute to arbitration by a single arbitrator selected by the parties according to the rules of the American Arbitration Association (“AAA”), and the decision of the arbitrator will be final and binding on both parties. Such arbitration will be conducted by the Atlanta, Georgia office of the AAA. In the event that the parties fail to agree on the selection of the arbitrator within thirty (30) days after either party’s request for arbitration under this paragraph, the arbitrator will be chosen by AAA. The arbitrator may in his discretion order documentary discovery but shall not allow depositions without a showing of compelling need. The arbitrator will render his decision within ninety (90) days after the call for arbitration. The arbitrator will have no authority to award punitive damages. Judgment on the award

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of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of this agreement and may not amend or disregard any provision herein. Notwithstanding the foregoing, no issue related to the ownership of intellectual property will be subject to arbitration but will instead be subject to determination by a court of competent jurisdiction, and either party may seek injunctive relief in any court of competent jurisdiction.

Miscellaneous

Tatum will be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts under this agreement, including but not limited to attorneys’ fees actually incurred.

Neither the Company nor Tatum will be deemed to have waived any rights or remedies accruing under this agreement unless such waiver is in writing and signed by the party electing to waive the right or remedy. This agreement binds and benefits the successors of Tatum and the Company.

Neither party will be liable for any delay or failure to perform under this agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control.

The terms of this agreement are severable and may not be amended except in a writing signed by Tatum and the Company. If any portion of this agreement is found to be unenforceable, the rest of the agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial portion of its bargain.

The provisions in this agreement concerning payment of compensation and reimbursement of costs and expenses, limitation of liability, directors’ and officers’ insurance, and arbitration will survive any termination or expiration of this agreement.

This agreement will be governed by and construed in all respects in accordance with the laws of the State of Georgia, without giving effect to conflicts-of-laws principles.

Nothing in this agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and the Tatum Partner.

Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary.

Bank Lockbox Mailing Address for Deposit and Resource Fee only:

Tatum, LLC

P.O. Box

Atlanta, GA

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Electronic Payment Instructions for Deposit and Resource Fee:

Bank Name:
Branch:
Routing Number:	For ACH Payments:
	For Wires:
Account Name:
Account Number:
Please reference:

Please sign below and return a signed copy of this letter to indicate the Company’s agreement with its terms and conditions.

We look forward to serving you.

Sincerely yours,

TATUM, LLC

/s/ Bishop Leatherbury

Signature

Bishop Leatherbury,

Area Managing Partner for TATUM, LLC

Acknowledged and agreed by:

NOVOSTE CORPORATION
By:	/s/ Alfred J. Novak
Title:	President and Chief Executive Officer
Date:	March 9, 2006

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EX-10.4

Exhibit 10.4

Novoste Corporation

4350 International Boulevard

Norcross, Georgia 30093

March 9, 2006

Best Vascular, Inc.

Best Medical International, Inc.

7643 Fullerton Road

Springfield, Virginia 22153

Ladies and Gentlemen:

Reference is hereby made to the Amended and Restated Asset Purchase Agreement, dated as of October 12, 2005, as amended pursuant to Amendment No. 1 to Amended and Restated Asset Purchase Agreement dated as of November 30, 2005 and as further amended pursuant to Amendment No. 2 to Amended and Restated Asset Purchase Agreement dated as of January 27, 2006 (the “Amended and Restated Asset Purchase Agreement”), by and among Novoste Corporation (“Novoste”), Best Vascular, Inc. (“Best Vascular”) and Best Medical International, Inc. (“Best Medical”).

Best Medical hereby irrevocably and unconditionally guarantees the performance of Best Vascular’s obligations of Sections 1(a) through (d). Best Medical waives the condition to closing set forth in Section 6.1(c) of the Amended and Restated Asset Purchase Agreement such that Section 6.1(c) shall be deemed terminated and of no force or effect.

In connection with the closing of the transactions contemplated by the Amended and Restated Asset Purchase Agreement, Novoste and Best Vascular hereby agree as follows:

1. International Boulevard Premises.

(a) In connection with the International Boulevard Premises, Best Vascular:

(i) shall pay $63,951.09 to Novoste on the Closing Date in connection with the occupancy of a portion of the International Boulevard Premises by Best Vascular from the Closing Date until June 30, 2006;

(ii) acknowledges receipt of a copy of the lease and all amendments thereto for the International Boulevard Premises (the “Lease”) and acknowledges and confirms the provisions thereof;

(iii) shall maintain liability insurance in at least the amounts required under the Lease, shall maintain insurance in amounts reasonably designed to insure the contents of the International Boulevard Premises and shall name Novoste as an additional insured under its liability insurance policies, all effective as of the Closing Date;

(iv) shall pay all utility vendors, including but not limited to those identified on Schedule 2.3(b) to the Amended and Restated Asset Purchase Agreement, promptly for services related to the International Boulevard Premises incurred and arising after the Closing Date;

(v) shall cooperate with Novoste with respect to obtaining any appropriate consent from the landlord consistent with the requirements of the Lease for the International Boulevard Premises with respect to the occupancy by Best Vascular of the International Boulevard Premises from the Closing Date until June 30, 2006; and

(vi) waives the condition to closing set forth in Section 6.1(c) of the Amended and Restated Asset Purchase Agreement such that Section 6.1(c) shall be deemed terminated and of no force or effect.

(b) Employees of Best Vascular shall be permitted to occupy a portion of the International Boulevard Premises from the Closing Date through June 30, 2006, and Best Vascular accepts the International Boulevard Premises in “as is” condition. Best Vascular confirms and agrees that employees of Novoste shall be permitted to occupy a portion of the International Boulevard Premises from the Closing Date through May 31, 2006. Space shall be allocated as set forth in Schedule A attached hereto, and Novoste and Best Vascular shall cooperate with one another in connection with the occupancy and use of the International Boulevard Premises.

(c) Best Vascular agrees to indemnify and hold harmless the Seller Indemnitees from and against any and all Damages that are paid, suffered or

incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Seller Indemnitees, directly or indirectly, to the extent the Damages result from or arise out of the occupancy of the International Boulevard Premises by Best Vascular from and after the Closing Date. In connection with any such occupancy, Best Vascular shall occupy the International Boulevard Premises solely for uses permitted under the Lease and in compliance with the terms and conditions of the Lease, applicable law and governmental authorities, shall keep the International Boulevard Premises in good order, shall not commit or permit waste or damage to such premises, shall not alter the premises, shall not use such premises for any unlawful purpose or act, and shall comply with Novoste’s standard policies and procedures as made available to Best Vascular regarding access to and use of the International Boulevard Premises, including procedures for the security and health and safety requirements of the International Boulevard Premises. Common or shared areas will be determined by the parties in good faith. Novoste shall have access to those areas occupied by Best Vascular at all reasonable times for inspection. Nothing in this letter agreement shall obligate Novoste to supply any services, utilities, repairs or facilities which the landlord is required to provide or otherwise and Novoste shall have no obligation or liability whatsoever for failure of the landlord or any other service provider. If for any reason Novoste is required to make expenditures or use its own funds on repairs, maintenance or any other matters relating to the occupancy of Best Vascular, Novoste shall be promptly and fully reimbursed for same. Nothing in this letter agreement shall be deemed to grant to Best Vascular exclusive possession of any space, a leasehold or other property interest in any of the International Boulevard Premises, nor any exclusive right to occupy or use them, or to transfer any title in the International Boulevard Premises to Best Vascular, and Best Vascular hereby expressly disclaims any such interest or title.

(d) If on or before May 11, 2006, Best Vascular has not entered into a new lease agreement with the landlord of the International Boulevard Premises with respect to the lease of the International Boulevard Premises for periods effective immediately after June 30, 2006, Best Vascular confirms and agrees that Novoste may provide notice of termination of the Lease to the landlord, with the effect that the Lease for the International Boulevard Premises will terminate effective June 30, 2006.

2. Computers and E-Mail; Communications Systems; Confidential Information.

(a) For the period from and after the Closing Date and through May 31, 2006, Novoste may continue to use the computer equipment identified on Schedule 2.1(d) to the Amended and Restated Asset Purchase Agreement and the software identified on Schedule 2.1(e) to the Amended and Restated Asset Purchase Agreement. In connection with the usage of such computer equipment and software,

the parties confirm and agree to the matters set forth in Schedule B attached hereto. Such usage of the computer equipment shall be provided to Novoste free of charge. In addition, Best Vascular confirms and agrees that Novoste shall be permitted to continue to use the domain name “Novoste.com” for purposes of sending and receiving e-mails after the Closing Date through May 31, 2006.

(b) For the period from and after the Closing Date and through May 31, 2006, Novoste may continue to use the telephones, telecopy machines, voicemail system, and other communications systems that are included in the Acquired Assets. In connection with the usage of such communications systems, the parties confirm and agree to the matters set forth in Schedule B attached hereto. Such usage of the communications systems shall be provided to Novoste free of charge, except that Novoste shall reimburse Best Vascular for long distance telephone call charges attributable to employees of Novoste after the Closing Date. In addition, in the event that Novoste uses any of Best Vascular’s vendor accounts such as Federal Express, United Postal Service or postage or other similar vendor accounts, Novoste shall reimburse Best Vascular for the out-of-pocket expenses incurred as a result of Novoste’s use thereof.

(c) Novoste and Best Vascular shall cooperate with one another in connection with the use of the computer equipment, software and communications systems by Novoste. Each party shall cooperate with one another and take all reasonable steps to ensure that Novoste does not have access to confidential and proprietary information of Best Vascular and that Best Vascular and Best Medical do not have access to confidential and proprietary information of Novoste.

3. Websites. Upon the later of the Closing Date or the launch of the new website with respect to NOVT Corporation, Best Vascular shall direct the URL corresponding to the NOVOSTE.COM domain name to a website that includes a prominent link to Novoste’s new website and the language “Information relating to NOVT Corporation, formerly Novoste Corporation, may be found here. NOVT Corporation.com”. Novoste shall incorporate a link to Best Vascular’s website on NOVT Corporation’s new website upon launch of that website, which website shall be launched no later than May 31, 2006.

4. Miscellaneous. This letter agreement may not be assigned by any of the parties hereto without the prior written consent of the non-assigning parties. This letter agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The Section headings contained in this letter agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this letter agreement. Any notice provided under this letter agreement shall be transmitted in a manner consistent with the requirements of

Section 11.3 of the Amended and Restated Asset Purchase Agreement. The parties shall cooperate reasonably with each other and their respective representatives in connection with any steps required to be taken as part of their respective obligations under this letter agreement.

5. Definitions. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Amended and Restated Asset Purchase Agreement.

Kindly confirm that the foregoing correctly sets forth our agreement by signing the enclosed duplicate of this letter in the space provided and returning it to the undersigned.

Very truly yours,
NOVOSTE CORPORATION
By:	/s/ Alfred J. Novak
Name:	Alfred J. Novak
Title:	President and Chief Executive Officer

AGREED:

BEST VASCULAR, INC.

By:	/s/ Shawn R. Weingast
Name:	Shawn R. Weingast
Title:	General Counsel

BEST MEDICAL INTERNATIONAL, INC.

By:	/s/ Shawn R. Weingast
Name:	Shawn R. Weingast
Title:	General Counsel

EX-99.1

Exhibit 99.1

PRESS RELEASE

Contact: Alfred J. Novak, Novoste Corporation	Krish Suthanthiran
President and Chief Executive Officer	President
(770) 717-0904	Best Vascular, Inc.
	Best Medical International, Inc.
	(703) 451-2378

NOVOSTE AND BEST VASCULAR COMPLETE ASSET SALE TRANSACTION

NORCROSS, GA.—(BUSINESS WIRE)—March 9, 2006 – Novoste Corporation (NASDAQ: NOVT) and Best Vascular, Inc. (Best Vascular) jointly announced today the completion of the sale of substantially all of the assets of Novoste’s Vascular Brachytherapy (VBT) business to Best Vascular. The two companies had previously announced the transaction on October 12, 2005, and the Novoste shareholders’ meeting at which the proposal to approve the transaction was adopted was held on March 7, 2006. The consideration for the sale of the assets by Novoste to Best Vascular was the assumption by Best Vascular of various liabilities of Novoste related to its VBT business. As part of the transaction, Novoste amended its charter to change its corporate name to “NOVT Corporation”.

Krish Suthanthiran, President of Best Vascular, has commented, “We are very excited about the opportunity that exists for Best Vascular in the VBT market. The acquisition of these assets fits our strategy of providing brachytherapy therapy products across a wide variety of clinical applications. It is of utmost importance that radiation therapy is available to cardiologists and their patients. The Novoste system is the only remaining vascular brachytherapy product on the market and having previously supplied Cordis Corporation, a Johnson & Johnson company with VBT products, we believe we have the capability to assure the continuation of this important therapy in the cardiology market. We remain committed to our radiation oncology customer base and look forward to serving the particular needs of the cardiology community with a therapy that has proven durable results”.

Best Vascular intends to formally launch its marketing of the Novoste, BetaCath product at a special breakfast symposium on Wednesday, April 5, 2006 beginning at 7:00 a.m. The symposium will be held at the Hyatt Regency Crystal City in Arlington, Virginia in conjunction with the Cardiovascular Revascularization Therapies (CRT) meeting. Sponsored by Best Vascular, the breakfast symposium

will update the status of vascular brachytherapy and the BetaCath of Novoste for 2006 and will feature presentations on the treatment of drug-eluting stent restenosis with vascular brachytherapy and five-year clinical follow-up data with the BetaCath system. In addition, discussions on new opportunities for your institution to re-launch the BetaCath system will also take place.

Al Novak, President and Chief Executive Officer of Novoste, said “We are pleased that we have completed this transaction with Best Vascular. They have the capability and interest in supplying VBT to those physicians and their patients who have a need for this technology. This transaction was in the best interests of our shareholders by allowing Novoste to be free of its major liabilities associated with the VBT business.”

About Best Vascular and Best Medical International, Inc.

Best Vascular’s and Best Medical International, Inc.’s (Best Medical) corporate headquarters are located at 7643 Fullerton Road, Springfield, Virginia. Best Vascular, an affiliate of Best Medical, was established for the purpose of focusing on the vascular brachytherapy business acquired from Novoste. Best Medical is known for its radiation seed products utilizing several different isotopes. Best Medical also has a complete line of catheters, needles, templates and accessories, including custom-designed products. Founded in 1977, Best Medical has pioneered new ideas in brachytherapy, including vascular brachytherapy, and is a leader in the provision of radiation seeds for use by urologists in the treatment of prostate cancer. Best Medical prides itself not only on its very successful product line, but also the ability of its staff to provide superlative service to its customers. Best Medical’s mission is to uphold its excellent reputation by consistently exceeding the expectation of those it serves in the healthcare field by developing, manufacturing and delivering cost-effective, high quality products to benefit patients throughout the world.

About Novoste (now known as NOVT Corporation)

Novoste common stock is traded on the Nasdaq National Stock Market under the symbol NOVT. For general company information, please call (770) 717-0904 or visit Novoste’s new website at www.NOVTCorporation.com.

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