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): May 31, 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.)

560 South Winchester Blvd., Suite 500 San Jose, California	95128
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 236-7517

4350 International Blvd.

Norcross, Georgia 30093

(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 No. 3 to Amended and Restated Rights Agreement

On May 31, 2006 (the “Effective Date”), NOVT Corporation (the “Company”) entered into an amendment no. 3 (the “Amendment No. 3 to Rights Agreement”) to the Amended and Restated Rights Agreement, dated as of July 29, 1999, between the Company and American Stock Transfer & Trust Company, as the rights agent, as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (the “Amendment No. 1 to Rights Agreement”), and as further amended pursuant to Amendment No. 2 to Amended and Restated Rights Agreement, dated as of January 30, 2006 (as amended, the “Rights Agreement”).

Pursuant to the Amendment No. 3 to Rights Agreement, the definition of an “Acquiring Person” set forth in Section 1(a) of the Rights Agreement has been amended to reduce the requisite threshold for a person or “group” to be an Acquiring Person from 30% or more of the Company’s outstanding common shares to 4.9% or more of the Company’s outstanding common shares. With respect to those persons or groups who beneficially own 4.9% or more of the Company’s outstanding common shares as of the Effective Date, such persons or groups will not be deemed to be an Acquiring Person until such time as any such person or group increases its beneficial ownership by 1% or more (subject to downward adjustment by the Board of Directors under certain circumstances).

The purpose of the Amendment No. 3 to Rights Agreement is to seek to preserve the Company’s existing net operating losses, or “NOLs,” for tax purposes, which NOLs are discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2006, although there can be no assurance that the Amendment No. 3 to Rights Agreement will protect the Company’s NOLs or that the Company will ever be able to realize any economic value from its NOLs. Under the Internal Revenue Code of 1986, as amended (the “Code”), and the rules promulgated by the Internal Revenue Service, the Company may carry forward its NOLs in certain circumstances to offset any future earnings that the Company may have. The Company’s future use of its NOLs could be substantially limited or lost altogether in the event of an “ownership change,” as defined under Section 382 of the Code. In general, the Code provides that a company experiences an ownership change if holders of at least 5% of the outstanding shares of common stock, or “5% holders,” increase their aggregate ownership interest in the company over a three-year testing period by more than 50 percentage points, measured in terms of the market value of the company’s capital stock. The Amendment No. 3 to Rights Agreement is intended to reduce the likelihood of an ownership change under the Code, by discouraging any person or group from acquiring enough shares to constitute 4.9% or more of the outstanding common shares of the Company. The Amendment No. 3 to Rights Agreement also discourages existing holders of 4.9% or more of the Company’s outstanding common shares from acquiring additional shares representing an additional 1% or more. The Amendment No. 3 to Rights Agreement further provides that the Board of Directors may exempt any person or group that owns 4.9% or more of the outstanding common shares if the Board of Directors determines that the person or group’s ownership will not jeopardize or endanger the availability to the Company of its NOLs. The Amended and Restated Rights Agreement, including the Amendment No. 3 to Rights Agreement, also have anti-takeover effects.

The Amendment No. 3 to Rights Agreement also terminated as of the Effective Date the Amendment No. 1 to Rights Agreement which had previously been entered into by the Company to facilitate the proposed merger of the Company and ONI Medical Systems, Inc. pursuant to the agreement and plan of merger dated as of May 18, 2006, which merger agreement was terminated on September 26, 2005. The Amendment No. 3 to Rights Agreement also extends the final expiration date of the rights distributed pursuant to the Rights Agreement from November 25, 2006 to May 31, 2009.

The above description of the Amendment No. 3 to Rights Agreement is qualified in its entirety by reference to the Amendment No. 3 to Rights Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4 and is incorporated herein by reference. Other than as set forth in the Amendment No. 3 to Rights Agreement, all other terms and conditions of the Rights Agreement remain unchanged and in full force and effect.

Note: Forward-looking statements contained in this Current Report on Form 8-K involve a variety of risks and uncertainties. Actual results or events could differ materially from those anticipated in forward-looking statements. These risks and uncertainties include whether the Rights Agreement, as amended pursuant to Amendment No. 3 to

Rights Agreement, will protect the Company’s shareholders from an acquisition of the Company’s common shares that would result in an “ownership change” under Section 382 of the Code, as well as risks and uncertainties that are set forth from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006.

Consulting Arrangement With Respect to Subhash C. Sarda

As previously reported on a Current Report on Form 8-K filed with the SEC on March 15, 2006, in connection with the continued employment of Subhash C. Sarda, the Company’s Vice President, Finance and Chief Financial Officer, the Company entered into an interim executive services agreement on March 9, 2006 with Tatum, LLC (“Tatum”), an executive services and consulting firm. Mr. Sarda became a partner of Tatum in December 2005. As previously reported on a Current Report on Form 8-K filed with the SEC on April 6, 2006, the employment of Mr. Sarda was scheduled to terminate effective May 31, 2006 pursuant to a letter agreement, and amendments to such letter agreement, previously entered into between the Company and Mr. Sarda.

On June 1, 2006, the Company entered into a Project Work Agreement (the “Project Work Agreement”) with Tatum in order to retain the consulting services of Mr. Sarda, who ceased to be employed by the Company as its Vice President, Finance and Chief Financial Officer on May 31, 2006 and who will cease to be a non-officer employee of the Company on June 3, 2006. The Project Work Agreement provides that Mr. Sarda will be retained through Tatum as a consultant to the Company to provide financial and accounting services at the request of the Company. Pursuant to the Project Work Agreement, the Company will pay directly to Tatum an hourly fee of $225 or a daily fee of $1,800 for the services of Mr. Sarda as such services may be requested from time to time by the Company. The above description of the Project Work Agreement is qualified in its entirety by reference to the Project Work Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10 and is incorporated herein by reference.

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

On May 31, 2006, the Company’s Board of Directors appointed Terry R. Gibson to replace Mr. Sarda as the Company’s Vice President, Finance and Chief Financial Officer, effective June 1, 2006. Mr. Gibson will serve as both the Company’s principal financial officer and principal accounting officer. Mr. Gibson will be paid an annual fee of $100,000 in consideration of his part-time commitment to the business and affairs of the Company. Mr. Gibson serves the Company as a consultant and no contract or employment agreement was entered into between the Company and Mr. Gibson.

Mr. Gibson (age 52) currently serves as the Chief Executive Officer of CoSine Communications, Inc. (“CoSine”), a position he has held since January 16, 2005 and also currently serves as the Executive Vice President and Chief Financial Officer of CoSine, a position he has held since joining CoSine in January 2002. Mr. Gibson will continue to hold such positions following his appointment as the Company’s Vice President, Finance and Chief Financial Officer. Prior to his employment at CoSine, Mr. Gibson served as Chief Financial Officer of Calient Networks, Inc. from May 2000 through December 2001. Mr. Gibson served as Chief Financial Officer of Ramp Networks, Inc. from March 1999 to May 2000 and as Chief Financial Officer of GaSonics, International from June 1996 through March 1999. He also served as Vice President and Corporate Controller of Lam Research Corporation from February 1991 through June 1996. Mr. Gibson holds a B.S. in Accounting from the University of Santa Clara.

Item. 5.05. Amendments to the Registrant’s Code of Ethics.

On May 31, 2006, the Board of Directors of the Company amended the Company’s Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”) to make certain technical and conforming changes to the Code of Business Conduct and Ethics resulting from (i) the termination of the Company’s Audit Committee and Audit Committee Charter and the assumption of the responsibilities of the Audit Committee by the Company’s full Board of Directors as previously reported on a Current Report on Form 8-K filed with the SEC on April 6, 2006, (ii) the termination of the employment of the Company’s General Counsel as of April 7, 2006 as previously reported on a Current Report on Form 8-K filed with the SEC on April 6, 2006 and the assumption of the responsibilities of the General Counsel under the Code of Business Conduct and Ethics by the Company’s President and Chief Executive

Officer, and (iii) the delisting of the Company’s common shares as of April 3, 2006 from the Nasdaq Stock Market as previously reported on a Current Report on Form 8-K filed with the SEC on March 27, 2006 and that the Company thereafter is no longer subject to the continued listing or other requirements of the Nasdaq Stock Market.

The above description of the changes effected to the Code of Business Conduct and Ethics is qualified in its entirety by reference to the NOVT Corporation Code of Business Conduct and Ethics, a copy of which is attached to this Current Report on Form 8-K as Exhibit 14 and is incorporated herein by reference.

Item 8.01. Other Events.

The Company’s principal executive offices are no longer located at 4350 International Boulevard, Norcross, Georgia 30093 and its telephone number is no longer (770) 717-0904.

The Company’s principal executive offices have been moved to 560 South Winchester Boulevard, Suite 500, San Jose, California 95128 and its new telephone number is (408) 236-7517.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

4	Amendment No. 3 to Amended and Restated Rights Agreement, dated as of May 31, 2006, between NOVT Corporation and American Stock Transfer & Trust Company, as the rights agent.
10	Project Work Agreement, dated as of June 1, 2006, between NOVT Corporation and Tatum, LLC.
14	NOVT Corporation Code of Business Conduct and Ethics.
99	Press release dated as of May 31, 2006.

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.

NOVT CORPORATION
By:	/s/ John Quicke
Name:	John Quicke
Title:	President and Chief Executive Officer
Date: June 1, 2006

EXHIBIT INDEX

4	Amendment No. 3 to Amended and Restated Rights Agreement, dated as of May 31, 2006, between NOVT Corporation and American Stock Transfer & Trust Company, as the rights agent.
10	Project Work Agreement, dated as of June 1, 2006, between NOVT Corporation and Tatum, LLC.
14	NOVT Corporation Code of Business Conduct and Ethics.
99	Press release dated as of May 31, 2006.

EX-4

Exhibit 4

AMENDMENT NO. 3

TO

AMENDED AND RESTATED RIGHTS AGREEMENT

THIS AMENDMENT NO. 3 (this “Amendment”) to Amended and Restated Rights Agreement dated as of July 29, 1999 between NOVT CORPORATION, a Florida corporation (formerly Novoste Corporation) (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a banking corporation organized under the laws of New York, as rights agent (the “Rights Agent”), as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (the “Amendment No. 1”), and as further amended pursuant to Amendment No. 2 to Amended and Restated Rights Agreement, dated as of January 30, 2006 (as amended, the “Rights Agreement”), is entered into this 31^st day of May, 2006.

WHEREAS, the Company and the Rights Agent are currently parties to the Rights Agreement and desire to amend the Rights Agreement on the terms and conditions hereinafter set forth;

WHEREAS, the Company and the Rights Agent entered into the Amendment No. 1 for the purpose of rendering the Rights Agreement inapplicable to the Agreement and Plan of Merger, dated as of May 18, 2005, among the Company, ONI Medical Systems, Inc. and ONIA Acquisition Corp. (the “Merger Agreement”) and the merger and the other transactions specifically contemplated thereby;

WHEREAS, on September 26, 2005, following the Company’s reconvened special meeting of shareholders in lieu of an annual meeting, the Company terminated the Merger Agreement as a result of the failure of the Company’s shareholders to approve the issuance of the Company’s Common Shares necessary to complete the merger and the other transactions specifically contemplated thereby; and

WHEREAS, for purposes of this Amendment, capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement, as amended by this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Termination of Amendment No. 1. Amendment No. 1 is hereby terminated and of no force or effect as of the effective date of this Amendment set forth in Section 8 hereof.

2. Amendments to Section 1 (Certain Definitions).

a. Section 1(a) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:

“(a) “Acquiring Person” shall mean any Person (other than the Company, any Related Person or any Exempt Person) who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 4.9% or more

of the then outstanding Common Shares (other than as a result of a Permitted Offer); provided, however, that:

(i) if, as of May 31, 2006 any Person is the Beneficial Owner of 4.9% or more of the outstanding Common Shares, such Person shall not be deemed to be an Acquiring Person unless and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares representing 1% or more of the then outstanding Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally (such percentage increase subject to downward adjustment if the Board determines that such percentage increase will jeopardize or endanger the availability to the Company of its NOLs), or (B) any other Person who is the Beneficial Owner of Common Shares representing 1% or more of the then outstanding Common Shares thereafter becomes an Affiliate or Associate of such Person (such percentage subject to downward adjustment if the Board determines that such percentage increase will jeopardize or endanger the availability to the Company of its NOLs), provided that the foregoing exclusion shall cease to apply with respect to any Person at such time as such Person, together with all Affiliates and Associates of such Person, ceases to Beneficially Own 4.9% or more of the then outstanding Common Shares, and

(ii) a Person will not be deemed to have become an Acquiring Person solely as a result of an acquisition of Common Shares by the Company which reduces the number of Common Shares outstanding unless and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares representing 1% or more of the then outstanding Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally (such percentage increase subject to downward adjustment if the Board determines that such percentage increase will jeopardize or endanger the availability to the Company of its NOLs), or (B) any other Person who is the Beneficial Owner of Common Shares representing 1% or more of the then outstanding Common Shares thereafter becomes an Affiliate or Associate of such Person (such percentage subject to downward adjustment if the Board determines that such percentage increase will jeopardize or endanger the availability to the Company of its NOLs).

Notwithstanding the foregoing, if the Board determines that a Person who would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(a), has become such inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Shares that would otherwise cause such Person to be an Acquiring Person or (B) such Person was aware of the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and such Person divests as promptly as practicable (as determined by the Board) a sufficient number of Common Shares so that such Person would no longer be an

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“Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(a), then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement unless and until such Person shall again become an Acquiring Person.”.

b. Section 1(c) of the Rights Agreement is hereby amended by adding the following language after the phrase “(the “Exchange Act”)” and before the “.”:

“, and to the extent not included within the foregoing clause of this Section 1(c), shall also include, with respect to any Person, any other Person (other than the Company, a Related Person or an Exempt Person) whose Common Shares would be deemed constructively owned by such first Person pursuant to the provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision or replacement provision, provided, however, that a Person will not be deemed to be the Affiliate or Associate of another Person solely because either or both Persons are or were Directors of the Company.”.

c. Section 1(d) of the Rights Agreement is hereby amended by adding the following sentence to the end of such Section 1(d):

“Notwithstanding anything further in this definition of a Beneficial Owner to the contrary, to the extent not within the foregoing provisions of this Section 1(d), a Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” or have “beneficial ownership” of, securities which such Person would be deemed to constructively own pursuant to Section 382 of the Code, or any successor provision or replacement provision.”.

d. Section 1(i) of the Rights Agreement is hereby amended by deleting the parenthetical “(other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan)” therefrom and in lieu thereof inserting the following parenthetical:

“(other than the Company, any Related Person or any Exempt Person)”.

e. The following shall be added as a new Section 1(i)-1 after the definition of “Distribution Date” and before the definition of “Final Expiration Date”:

“1(i)-1 “Exempt Person” shall mean a Person whose Beneficial Ownership (together with all Affiliates and Associates of such Person) of 4.9% or more of the then outstanding Common Shares will not, as determined by the Board, jeopardize or endanger the availability to the Company of its NOLs, provided, however, that such a Person will cease to be an “Exempt Person” if the Board makes a contrary determination with respect to the effect of such Person’s Beneficial Ownership (together with all Affiliates and Associates of such Person) upon the availability to the Company of its NOLs.”.

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f. Section 1(j) of the Rights Agreement is hereby amended by deleting the date “November 25, 2006” therefrom and in lieu thereof inserting the date “May 31, 2009”.

g. Section 1(k) of the Rights Agreement is hereby amended by deleting the text of Section 1(k) in its entirety and in lieu thereof inserting “Intentionally Deleted.”.

h. The following shall be added as a new Section 1(l)-1 after the definition of “Interested Shareholder” and before the definition of “Permitted Offer”:

“1(l)-1 “NOLs” shall mean the Company’s net operating loss carryforwards, to be used to offset its taxable income in the current year or future year or years.”.

i. The following shall be added as a new Section 1(r)-1 after the definition of “Redemption Price” and before the definition of “Right”:

“1(r)-1 “Related Person” shall mean (i) any Subsidiary of the Company or (ii) any employee benefit or stock ownership plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan.”

3. Amendment to Section 15 (Rights of Action). Section 15 of the Rights Agreement is hereby amended by deleting the word “reach” from the second sentence thereof and in lieu thereof inserting the word “breach”.

4. Amendment to Section 22 (Issuance of New Right Certificates). Section 22 of the Rights Agreement is hereby amended by adding the following language after the phrase “made in lieu of the issuance thereof” in the second sentence thereof and before the “.”:

“; and provided further, however, that no Right Certificates shall be issued if, and to the extent that the Board determines that the issuance of such Right Certificates could have a material adverse tax consequence to the Company or to the Person to whom or which such Right Certificates otherwise would be issued”.

5. Amendment to Section 24 (Exchange). Section 24(a) of the Rights Agreement is hereby amended by deleting the last sentence therefrom and in lieu thereof inserting the following sentence:

“Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Related Person or any Exempt Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.”.

6. Amendment to Section 28 (Determination and Actions by the Board, etc.). Section 28 of the Rights Agreement is hereby amended by deleting the phrase “as in effect on the date of this Agreement” from the second sentence thereof and in lieu thereof inserting the following:

“or the provisions of Section 382 of the Code, or any successor provision or replacement provision, as applicable”.

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7. Exhibit B and Exhibit C. Exhibit B (Form of Right Certificate) and Exhibit C (Summary of Rights to Purchase Preferred Shares) are hereby amended to the extent necessary to give effect to this Amendment.

8. Effective Date. This Amendment shall become effective as of May 31, 2006.

9. Other Terms Unchanged. The Rights Agreement, as amended by this Amendment, shall remain and continue in full force and effect and is in all respects agreed to, ratified and confirmed hereby. Any reference to the Rights Agreement after the date set forth above shall be deemed to be a reference to the Rights Agreement, as amended by this Amendment.

10. Benefits. Nothing in the Rights Agreement, as amended by this Amendment, shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the Common Shares) any legal or equitable right, remedy or claim under the Rights Agreement, as amended by this Amendment; but the Rights Agreement, as amended by this Amendment, shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, registered holders of the Common Shares).

11. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

12. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such State.

13. Counterparts. This Amendment may be executed in any number of counterparts. It shall not be necessary that the signature of or on behalf of each party appears on each counterpart, but it shall be sufficient that the signature of or on behalf of each party appears on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in any proof of this Amendment to produce or account for more than a number of counterparts containing the respective signatures of or on behalf of all of the parties.

14. Fax Transmission. A facsimile, telecopy or other reproduction of this Amendment may be executed by one or more parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of the Amendment as well as any facsimile, telecopy or other reproduction thereof.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of May 31, 2006.

NOVT CORPORATION
By:	/s/ John Quicke
Name:	John Quicke
Title:	President and Chief Executive Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By:	/s/ Isaac J. Kagan
Name:	Isaac J. Kagan
Title:	Vice President

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EX-10

Exhibit 10

Tatum, LLC

Project Work Agreement

NOVT Corporation, (the “Company”) agrees to engage Tatum, LLC (“Tatum”) to perform project services according to the following terms:

I. Project Services; Fees

Tatum will perform the services described on Schedule A attached hereto during the course of this engagement, beginning on June 5^th, 2006. The Company will pay Tatum at the rate of $225 per hour, or at a daily rate of $1,800 (“Project Fees”).

II. Payment; Deposit

A. The Company will pay all amounts owed to Tatum no later than ten (10) days after receipt of invoice. The Company acknowledges that under Tatum’s agreement with the Tatum Partner, the Tatum Partner will receive no cash compensation from Tatum with respect to this engagement until payment is received from the Company. The Company will promptly reimburse Tatum partners directly for reasonable travel and out-of-pocket business expenses. All reimbursements of expenses will occur within five (5) days of submission of expense reports to the Company.

B. 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.

C. The Company agrees to pay Tatum and maintain a security deposit of $9,000 for the Company’s future payment obligations to Tatum under this agreement (the “Deposit”). If the Company fails to make any payment due to Tatum within ten (10) days after notice of such failure to pay has been provided to the Company by Tatum, Tatum may apply the Deposit against such outstanding amount to Tatum. If the Company otherwise breaches this agreement and fails to cure such breach as provided herein, 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 the Company’s unfulfilled payment obligations to Tatum under the provisions of this agreement.

III. Tatum Personnel; Relationship of the Parties

A. Tatum will assign Subhash Sarda (the “Tatum Partner”) to perform services for the Company.

B. The parties agree that Tatum and the Tatum Partner will be serving the Company as independent contractors for all purposes and not as employees, agents, or partners of or joint venturers with the Company and that the parties will not be joint employers of the Tatum Partner. Tatum and the Tatum Partner therefore will have control over the order and sequence of project work and the specific hours worked, will have the opportunity for entrepreneurial profit, and will not be subject to Company withholding of income or employment taxes. Tatum assumes sole responsibility for such withholding, as well as for complying with any federal, state and local employment laws and ordinances including, but not limited to, workers’ compensation and unemployment insurance .

C. The Company acknowledges that Tatum’s success in performing the services depends on the participation, cooperation, and support of the Company’s most senior management.

D. Neither Tatum nor any of its partners will be or serve as the chief financial officer, an employee, a manager, any other officer, or a director of the Company. Accordingly, the

Company will not give or require the Tatum Partner to use the title “Chief Financial Officer,” “Chief Information Officer,” “Chief Operating Officer,” or any other title that suggests such individual is an officer, director, employee, or manager of the Company, and the Tatum Partner will have no authority or control over the employees of the Company. The Tatum Partner may not sign any documents on behalf of the Company, including but not limited to checks and other means of payment, federal or state securities filings, tax filings, or representations and warranties on behalf of the Company.

E. Tatum’s services will not constitute an audit, review, or compilation, or any other type of financial statement reporting or attestation engagement that is subject to the rules of the AICPA or other similar state or national professional bodies.

F. Neither party will be liable for any delay or failure to perform under this agreement (other than with respect to payment obligations) if and 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.

IV. 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 employ the Tatum Partner, or engage the Tatum Partner as an independent contractor, to render services similar to those that the Tatum Partner will be rendering pursuant to this agreement. 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 Annualized Project Fees (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, 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 Project Fees” will mean weekly project fees equivalent to what Tatum would receive hereunder on a full-time basis, multiplied by fifty-two (52), plus any incentive bonus or warrants for which Tatum was eligible for the then current bonus year.

V. Termination

A. Effective upon thirty (30) days’ advance written notice, either party may terminate this agreement, such termination to be effective on the date specified in the notice, provided that such date is no earlier than thirty (30) days after the date of delivery of the notice.

B. Tatum retains the right to terminate this agreement immediately if (1) the Company is engaged in or asks the Tatum Partner to engage in or to ignore any illegal or unethical activity, (2) the Tatum Partner dies or becomes disabled, (3) the Tatum Partner ceases to be a partner of Tatum for any other reason, or (4) upon written notice by Tatum of non-payment by the Company of amounts due under this agreement. For purposes of this agreement, disability will be as defined by the applicable policy of disability insurance or, in the absence of such insurance, by Tatum’s management acting in good faith.

C. In the event that either party commits a breach of this agreement, other than for reasons described in the above paragraph, 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.

D. The Project Fees will be prorated for the final pay period based on the number of days in the final pay period up to the effective date of termination or expiration.

E. This agreement will terminate immediately upon the Tatum Partner ceasing to be a partner of Tatum, unless the Company and Tatum agree to extend this agreement in writing engaging another partner of Tatum.

VI. Disclaimers & Limitations of Liability

A. The Company acknowledges that any information, including any resources delivered through Tatum’s proprietary information and technology system, will be provided by Tatum as a tool to be used in the discretion of the Company. 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. 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.

B. In the event that any partner of Tatum (including without limitation the Tatum Partner) 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.

C. The Company agrees that, with respect to any claims the Company may assert against Tatum in connection with this agreement or the relationship arising hereunder, Tatum’s total liability will not exceed two (2) months of Project Fees.

D. As a condition for recovery of any liability, the Company must give Tatum written notice of the alleged basis for liability within thirty (30) days of discovering the circumstances giving rise thereto, in order that Tatum will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of the Company to give such notice will only affect the rights of the Company to the extent that Tatum is actually prejudiced by such failure. In any event, 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.

E. 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.

VII. 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 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.

VIII. Miscellaneous Provisions

A. The provisions on the attached Schedule A are incorporated herein by reference. The provisions concerning payment of the Project Fees and reimbursement of costs and expenses, limitation of liability, indemnity, and arbitration will survive the expiration or any termination of this agreement.

B. The Company agrees to allow Tatum the use of the Company’s logo and name on Tatum’s website and other marketing materials for the sole purpose of identifying the Company as a client of Tatum. Tatum will not use the Company’s logo or name in any press release or general circulation advertisement without the Company’s prior written consent.

C. 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.

D. 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.

E. The terms of this agreement are severable, and they may not be amended except in 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. This agreement binds and benefits the successors of Tatum and the Company.

F. This agreement contains the entire agreement between Tatum and the Company, superseding any prior oral or written statements or agreements.

G. 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.

H. 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.

I. The bank lockbox mailing address for payments by the Company is:

Tatum, LLC

J. Electronic payment instructions for the Deposit and Project Fees are:

Bank Name: Bank of America

Branch: Atlanta

Routing Number:            For Automatic Clearing House (“ACH”) Payments:

                                                                      For Wires:

Account Name:

Account Number:

NOVT Corporation	TATUM, LLC
/s/ Terry R. Gibson	/s/ E. Bishop Leatherbury
Signature	Signature
Terry R. Gibson, Vice President Finance and Chief Financial Officer	E. Bishop Leatherbury
Name and Title	Name, Area Managing Partner
June 1, 2006	June 1, 2006
Date signed	Date signed

EX-14

Exhibit 14

NOVT CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

TABLE OF CONTENTS

		Page
1.	Introduction	2
2.	Compliance with Laws, Rules and Regulations	2
3.	Conflicts of Interest	2
4.	Insider Trading	3
5.	Corporate Opportunities	3
6.	Competition and Fair Dealing	3
7.	Gifts	3
8.	Equal Employment Opportunity Policy	4
9.	Record-Keeping	4
10.	Confidentiality	4
11.	Protection and Proper Use of Company Assets	4
12.	Public Disclosure	5
13.	Waivers and Amendments of the Code of Business Conduct and Ethics	5
14.	Reporting any Illegal or Unethical Behavior	5
15.	Duty to Report Questionable Accounting or Auditing Matters	6
16.	Protection for Persons Reporting Questionable Behavior	6
17.	Investigations and Discipline	7
18.	Public Filing	7

NOVT CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

1. INTRODUCTION

This Code of Business Conduct and Ethics (the “Code”) of NOVT Corporation (the “Company”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out policies to guide all employees, officers and directors of the Company (“Company Persons” or individually, a “Company Person”). All Company Persons must conduct themselves according to these policies and seek to avoid even the appearance of improper behavior.

Those who violate the policies in this Code will be subject to disciplinary action, up to and including a discharge from the Company and, where appropriate, civil liability and criminal prosecution. If you are in (i) a situation that you believe may violate or lead to a violation of this Code or (ii) a questionable situation regarding the Company’s accounting or auditing matters, follow the policies described in Sections 14 and 15, respectively, of this Code.

Nothing in this Code, in any Company policies or procedures, or in other related communications (verbal or written), creates or implies a contract of employment for a definite or indefinite term.

For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, the Code shall also be the Company’s code of ethics for senior financial officers and the chief executive officer (“Senior Officers”).

2. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is one of the foundations on which this Company’s ethical policies are built. All Company Persons must respect and obey the laws of the cities, states and countries in which we operate. Although not all Company Persons are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

3. CONFLICTS OF INTEREST

The Company respects the rights of Company Persons to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, Company Persons must act in the best interests of the Company and avoid situations that present a potential or actual conflict between their interests and the interests of the Company.

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when a Company Person takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when a Company Person or members of his or her family, receive improper personal benefits as a result of his or her position in or with the Company. Loans to, or guarantees of obligations of, Company Persons or their family members also create conflicts of interest.

Conflicts of interest are generally prohibited as a matter of Company policy. Exceptions may only be made after review and approval of specific or general categories by the Board of Directors of the Company (the “Board of Directors”). Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or the Company’s President and Chief Executive Officer. Any Company Person who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the policies described in Sections 14 and 15 of this Code.

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A conflict of interest may also occur when Company Persons are engaged in a business or business activity that is in competition with or injurious to the Company. Directors and officers should consult with the President and Chief Executive Officer of the Company before engaging in any such business. An employee should consult with an appropriate supervisor or the Company’s President and Chief Executive Officer before engaging in any business or business activity.

4. INSIDER TRADING

Company Persons who have access to confidential, or non-public, information about the Company are not permitted to use or share that information for any purpose except the conduct of Company business. In particular, Company Persons are prohibited from using or disclosing any confidential or non-public information for stock trading purposes. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal. Employees are expected to understand and comply with the Company’s Insider Trading Policy, which contains more detailed policies and rules relating to transactions in the Company’s securities. If you have any questions, please consult the Company’s Insider Trading Policy or the Compliance Officer named in the Insider Trading Policy immediately. The Company’s Insider Trading Policy is not a part of this Code.

5. CORPORATE OPPORTUNITIES

Company Persons owe a duty to the Company to advance the Company’s legitimate business interest when the opportunity to do so arises. Company Persons are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position. No Company Person may use corporate property, information, or position for improper personal gain, and no Company Person may compete with the Company directly or indirectly. Company Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

6. COMPETITION AND FAIR DEALING

The Company seeks to outperform its competitors fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Company Persons should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No Company Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

7. GIFTS

The receipt or giving of gifts or favors may be seen as an improper inducement to grant some concession in return to the donor. The Company wants its customers, collaborators, vendors and suppliers to understand that their business relationship with the Company is based completely on each other’s respective competitive abilities to meet business needs.

The giving or receiving of a business gift by a Company Person may present a conflict of interest and in some cases may be prohibited by law or regulation. Company Persons may not give to, or accept from, customers or suppliers (or potential customers or potential suppliers) gifts or entertainment other

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than those of nominal value, such as meals, calendars, flowers, fruit, candy, books and advertising novelties. All gifts and entertainment, other than those of nominal value, must be disclosed to the President and Chief Executive Officer. The Company will keep written reports of such disclosures. Such reporting, reviewing and record-keeping system should serve to prevent an unintended breach of trust and should enable the Company to better protect itself from acts of self-dealing at the expense of the Company.

8. EQUAL EMPLOYMENT OPPORTUNITY POLICY

The Company is committed to providing equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. This policy applies to all terms and conditions of employment and in regard to any other matter that affects in any way the working environment of the employee. The Company does not tolerate or condone any type of discrimination prohibited by law, including harassment.

If you have any questions, please consult the Company’s Equal Employment Opportunity and Affirmative Action Policy or the Compliance Officer named in the Equal Employment Opportunity Policy immediately. The Company’s Equal Employment Opportunity and Affirmative Action Policy is not a part of this Code.

9. RECORD-KEEPING

The Company requires honest, accurate and prompt recording and reporting of information in order to make responsible business decisions and to provide full, fair, accurate and timely disclosure. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal and accounting requirements and to the Company’s system of internal controls. The accurate and timely reporting of the Company’s financial results and financial condition requires that all financial information be recorded promptly and accurately, and that the Company’s systems for recording and reporting that information be properly functioning and subject to regular and thorough evaluations. All information you record or report on behalf of the Company—whether for the Company’s purposes or for use by third parties—must be done honestly and accurately. Providing false or misleading information in connection with any aspect of the Company’s business or operations will not be tolerated.

10. CONFIDENTIALITY

In carrying out the Company’s business, Company Persons often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties. Company Persons must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, pricing information, results or prospects, and any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was conveyed.

11. PROTECTION AND PROPER USE OF COMPANY ASSETS

Company Persons should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes only. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

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12. PUBLIC DISCLOSURE

All disclosure in reports and public documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company shall be full, fair, accurate, timely and understandable. All Company Persons who are involved in the Company’s disclosure process, including Senior Officers, are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Company to others, within or outside the Company, including the Company’s independent auditors. In addition, any Company Person who has a supervisory role in the Company’s disclosure process has an obligation to discharge his or her responsibilities diligently.

13. WAIVERS AND AMENDMENTS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors and will be promptly disclosed as required by law or regulation.

Any amendment to a provision of the Code that applies to the Senior Officers will be disclosed in accordance with the applicable requirements of the SEC.

14. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

If you believe that actions have taken place, may be taking place or may be about to take place that violate or would violate this Code, you must bring the matter to the attention of the Company. You are encouraged to talk to supervisors, executive officers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Any supervisor or manager who receives a report of a potential violation of this Code must report it immediately to the President and Chief Executive Officer.

You may communicate any violations of this Code either anonymously or by name to the President and Chief Executive Officer by any of the following methods:

• In writing either by internal mail or U.S. mail addressed to the office of the Company’s President and Chief Executive Officer

• By e-mail to the President and Chief Executive Officer

• By calling the Company’s Ethics Hotline

The Company would prefer you identify yourself to facilitate its investigation of any report. However, you may choose to remain anonymous. The Company will use reasonable efforts to protect the identity of any person who reports potential misconduct and any retaliation for reports of misconduct by others made in good faith will not be tolerated. See “Section 16. Protection for Persons Reporting Questionable Behavior”.

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Any use of these reporting procedures in bad faith or in a false or frivolous manner will be considered a violation of this Code. Further, you should not use the Company’s Ethics Hotline for personal grievances not involving this Code.

15. DUTY TO REPORT QUESTIONABLE ACCOUNTING OR AUDITING MATTERS

All Company Persons are responsible for reporting to the Company any questionable situation regarding the Company’s accounting, internal accounting controls or auditing matters, or a concern regarding questionable accounting or auditing matters that come to their attention. Any person may report such a complaint or concern by calling the Company’s Ethics Hotline and leaving a voice mail reporting the matter. This anonymous voice mail will be transcribed by the Company’s President and Chief Executive Officer who is required to forward all such transcriptions to the Board of Directors.

If a complaint regarding accounting, internal accounting controls or auditing matters is brought to the attention of an executive officer of the Company, either by an employee or a third party outside of the confidential and anonymous submission process, the executive officer is required to report the complaint directly to the Board of Directors. If a complaint regarding accounting, internal accounting controls or auditing matters is brought to the attention of a non-executive employee of the Company, such employee may either (i) report such complaint directly to his or her supervisor or (ii) submit the complaint through the use of the Company’s Ethics Hotline.

All reports submitted by employees of the Company regarding questionable accounting or auditing matters will be treated to the extent possible, as confidential.

Questions concerning these procedures may be directed to the Company’s President and Chief Executive Officer.

16. PROTECTION FOR PERSONS REPORTING QUESTIONABLE BEHAVIOR

Our commitment to promoting the highest ethical standards includes a responsibility to foster an environment that allows Company Persons to report violations without the fear of retaliation or retribution. You will not be disciplined, lose your job, or be retaliated against in any other way for asking questions or voicing concerns about our legal or ethical obligations, as long as you are acting in good faith. “Good faith” does not mean that you have to be right—but it does mean that you believe that you are providing truthful information. The important thing is that you bring your question or concern to the Company’s attention through one of the available channels.

Company Persons must never be discouraged from using any available channel within the organization. Even simple questioning of a person reporting a violation can lead to unintentional retaliation, as it may make that person feel that he or she did something wrong by choosing one method over another. Any person reporting a violation under this Code or questionable accounting or auditing matters must be able to choose whichever method they are most comfortable with to communicate their concern to the Company.

Any Company Person who retaliates against another Company Person for reporting known or suspected violations of our legal or ethical obligations will be in violation of the Code and subject to disciplinary action, up to and including dismissal. Retaliation may also be a violation of the law, and as such, could subject both the individual offender and the Company to legal liability.

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Additional questions about retaliation should be addressed to the Company’s President and Chief Executive Officer.

17. INVESTIGATIONS AND DISCIPLINE

The responsibility for administering the Code, investigating alleged violations and determining corrective and disciplinary action rests with various groups within the Company. The Board of Directors is responsible for maintaining and updating the Code. Depending on the circumstances, in some cases senior managers and other officers will be involved to consider and determine the appropriate corrective or disciplinary action. Code violations and the corrective actions will be reported to the Board of Directors. In some cases, the Board of Directors will be responsible to conduct the investigation and determine the actions to be taken.

The Company strives to impose discipline for each Code violation that fits the nature and particular facts of the violation. The Company generally will issue warnings or reprimands for less significant, first-time offenses. Violations of a more serious nature may result in an action such as suspension without pay, demotion, or reduction of compensation. Termination of employment generally is reserved for conduct such as theft or other violations amounting to a breach of trust, or for cases where a person has engaged in multiple violations. Terminations may also be appropriate for ethical violations if the Company Person has had appropriate training and consciously chose to pursue unethical behavior. Violations of the Code are not the only basis for disciplinary action. The Company has additional guidelines and procedures governing conduct, and violations of those guidelines and procedures may also result in corrective or disciplinary action.

18. PUBLIC FILING

This Code and any amendments to this Code shall be filed with the SEC as required by law or regulation and shall be distributed to and reviewed by all employees of the Company.

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CERTIFICATION

I hereby acknowledge that I have read the Code of Business Conduct and Ethics of NOVT Corporation, have become familiar with its contents and will comply with its terms. Any violations of which I am aware are noted below.

Name (please print)

Signature

Date

Please describe any violations, exceptions or comments below:

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EX-99

Exhibit 99

PRESS RELEASE

Contact:	Jack Howard, NOVT Corporation
	(212) 520-2308

NOVT CORPORATION AMENDS SHAREHOLDER RIGHTS PLAN

NORCROSS, GA.—(BUSINESS WIRE)—May 31, 2006 – NOVT Corporation (formerly Novoste Corporation) (Pink Sheets: NOVT.PK) (the “Company”) announced today that on May 31, 2006, it entered into an Amendment No. 3 to its Amended and Restated Rights Agreement, dated as of July 29, 1999 with American Stock Transfer & Trust Company, as the rights agent.

The Amendment No. 3 to Rights Agreement amends the definition of an “Acquiring Person” to reduce the requisite threshold for a person or “group” to be an Acquiring Person from 30% or more of the Company’s outstanding common shares to 4.9% or more of the Company’s outstanding common shares. With respect to those persons or groups who beneficially own 4.9% or more of the Company’s outstanding common shares as of May 31, 2006, such persons or groups will not be deemed to be an Acquiring Person until such time as any such person or group increases its beneficial ownership by 1% or more (subject to downward adjustment by the Board of Directors under certain circumstances).

The purpose of the Amendment No. 3 to Rights Agreement is to seek to preserve the Company’s existing net operating losses, or “NOLs,” for tax purposes, which NOLs are discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006, although there can be no assurance that the Amendment No. 3 to Rights Agreement will protect the Company’s NOLs or that the Company will ever be able to realize any economic value from its NOLs.

Under the Internal Revenue Code of 1986, the Company may carry forward its NOLs in certain circumstances to offset any future earnings that the Company may have. The Company’s future use of its NOLs could be substantially limited or lost altogether in the event of an “ownership change,” as defined under Section 382 of the Internal Revenue Code. In general, the Internal Revenue Code provides that a company experiences an ownership change if holders of at least 5% of the outstanding shares of common stock, or “5% holders,” increase their aggregate ownership interest in the company over a three-year testing period by more than 50 percentage points, measured in terms of the market value of the company’s capital stock. The Amendment No. 3 to Rights Agreement is intended to reduce the likelihood of an ownership change under the Code, by discouraging any person or group from acquiring enough shares to constitute 4.9% or more of the outstanding common shares of the Company. The Amendment No. 3 to Rights Agreement also discourages existing holders of 4.9% or more of the Company’s outstanding common shares from acquiring additional shares representing an additional 1% or more. The Amendment No. 3 to Rights Agreement further provides that the Board of Directors may exempt any person or group that owns 4.9% or more of the outstanding common shares if the Board of

Directors determines that the person or group’s ownership will not jeopardize or endanger the availability to the Company of its NOLs. The Amended and Restated Rights Agreement, including the Amendment No. 3 to Rights Agreement, also have anti-takeover effects.

The Amendment No. 3 to Rights Agreement also extends the final expiration date of the rights distributed pursuant to the Rights Agreement from November 25, 2006 to May 31, 2009.

A copy of the Amendment No. 3 to Rights Agreement will by filed by the Company as an exhibit to a Current Report on Form 8-K expected to be filed by the Company with the SEC within the next few days.

Forward-looking statements in this press release are made pursuant to the provisions of Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that statements in this press release, which are not strictly historical statements, including statements regarding the possible effects of the Amendment No. 3 to Rights Agreement, constitute forward-looking statements. Actual results or events could differ materially from those anticipated in forward-looking statements. These risks and uncertainties include whether the Rights Agreement, as amended pursuant to Amendment No. 3 to Rights Agreement, will protect the Company’s shareholders from an acquisition of the Company’s common shares that would result in an “ownership change” under Section 382 of the Internal Revenue Code, as well as risks and uncertainties that are set forth from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in the Company’s expectations or events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

About NOVT Corporation

NOVT Corporation’s common stock is currently traded in the Pink Sheets under the symbol NOVT.pk. For general company information, please visit NOVT’s new website at www.NOVTCorporation.com.

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