Attached files

                                                                     EXHIBIT 2.8
                                                                     -----------


BARD
730 Central Avenue
Murray Hill, NJ  07974


November 30, 2009

VIA FACSIMILE
-----------------------

Spire Corporation
Spire Biomedical, Inc.
One Patriots Park
Bedford, Massachusetts 01730

Attention:   Mark Little, Chief Executive Officer of Spire Biomedical, Inc.
             and Jonathan O. Nilsen, Esq., Counsel

Facsimile:   (781) 687-9774

Re:          Second Extension of Outside Date
             --------------------------------

Dear Messrs. Little and Nilsen:

     Reference is hereby made to that certain Asset Purchase Agreement, dated as
of September 4, 2009 (as amended, restated, or otherwise modified from time to
time, the "PURCHASE AGREEMENT"), by and among Bard Access Systems, Inc.
("BARD"), Spire Biomedical, Inc. ("SELLER"), and Spire Corporation ("PARENT,"
together with Seller, "SPIRE"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Purchase Agreement.

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, each of the undersigned hereby agrees as follows:

     1. Section 9.01(d) of the Purchase Agreement is hereby amended by deleting
the date "November 30, 2009" at the end of such section and inserting the date
"December 11, 2009" in lieu thereof.

     2. The provisions of Article X (MISCELLANEOUS) of the Purchase Agreement
are hereby incorporated by reference as if reproduced in full herein, except to
the extent that such provisions conflict with the terms specifically set forth
herein, it being understood that references therein to "Seller" or "Parent"
shall refer herein to Spire, and references to "Buyer" therein shall refer
herein to Bard.

     3. Except as expressly set forth herein, by executing and delivering this
letter agreement, no Party is waiving and each Party hereby reserves any rights
or remedies available to it under the Purchase Agreement at law or in equity.



     Please acknowledge your agreement with the foregoing by executing this
letter agreement where indicated below.

                                       BARD ACCESS SYSTEMS, INC.

                                       By:     /s/ Todd C. Schermerhorn
                                               ---------------------------------
                                       Name:   Todd C. Schermerhorn
                                       Title:  Vice President


Acknowledged and Agreed:

SPIRE BIOMEDICAL, INC.

By:      /s/ Mark C. Little
        ------------------------------------
Name:   Mark C. Little
Title:  CEO, Spire Biomedical


SPIRE CORPORATION

By:      /s/ Roger G. Little
        ------------------------------------
Name:   Roger G. Little
Title:  Chairman & CEO




CC:   Nutter, McClennen & Fish, LLP
      155 Seaport Blvd.
      Boston, Massachusetts 02210
      Attention:   Thomas J. Engellenner, Esq.
      Facsimile:  (617) 310-994