FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

EXHIBIT 2.2

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

     This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into effective as of this 4th day of February, 2009, by and between NOBLES MEDICAL TECHNOLOGIES, INC., a Delaware corporation (“ Buyer ”) and SUTURA, INC., a Delaware corporation (“ Seller ”).

RECITALS

     WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement dated as of December 12, 2008 (“ Purchase Agreement ”), whereby Seller agreed to sell to Buyer and Buyer agreed to purchase from Seller certain assets, as more fully set forth in the Purchase Agreement; and

     WHEREAS, Seller and Buyer desire to amend the terms of the Purchase Agreement as more fully set forth herein.

     NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt, adequacy and sufficiency of which is mutually acknowledged, the parties hereby agree as follows:

     1.  Interpretation . Any capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the meaning given to them in the Purchase Agreement. Unless otherwise specified, section references used in this Amendment refer to sections of the Purchase Agreement.

     2.  Adjustment to Purchased Cash and Securities . Section 1.1(a)(i) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

     (i) Cash and Securities of Seller with a value as of Closing equal to three million dollars ($3,000,000) less the amount of the Excess Operating Expenses; and

     3.  Adjustment to Purchase Price Escrow Provisions . Sections 3.1 of the Purchase Agreement is hereby amended to restate in its entirety Section 3.1(b) and to include a Section 3.1(c), as follows:

     (b) on each date that Buyer is to receive funds from Seller pursuant to Section 8.1(b)(iii), as a conditions to receiving such funds, an amount equal to the amount of funds to be received from Buyer; and

     (c) upon the mailing of the definitive proxy statement, or final information statement, to the stockholders of Seller regarding approval of the transactions contemplated by this Agreement, an amount such that immediately following such deposit, the aggregate balance of the Buyer Escrow Fund is not less than six million seven hundred fifty thousand dollars ($6,750,000).

     4.  Delivery of Purchased Cash and Securities . Section 4.3 of the Purchase Agreement is amended to restate in their entirety Sections 4.3(d) and (e) and to include a Section 4.3(f), all as follows:

     (d) deliver to Buyer a Waiver and Release of Buyer by Seller in the form of Exhibit D hereto;

     (e) deliver to Buyer Cash and Securities with a value as of Closing equal to three million dollars ($3,000,000) less the amount of the Estimated Excess Operating Expenses as of Closing; and

     (f) deliver to Buyer copies of all necessary corporate resolutions, including any required resolutions of the stockholders of Seller, authorizing the execution, delivery and performance by Seller of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, certified to be true, correct, complete, unchanged and in full force and effect on the Closing Date by the Secretary or an Assistant Secretary of Seller, accompanied by such other certifications by such Secretary or Assistant Secretary as are requested by Buyer, in a form acceptable to Buyer.

     5.  Excess Operating Expenses True-Up . Section 4 of the Purchase Agreement is hereby amended to include the following Section 4.4:

     4.4 Post-Closing Excess Operating Expenses True-Up .

     (a) Within 60 days after the Closing or termination of this Agreement, Seller shall prepare and deliver to Buyer, a written statement (the “ Excess Operating Expenses Calculation Statement ”) setting forth the Seller’s calculations (the “ Seller’s Proposed Calculations ”) of the amount of the Excess Operating Expenses, which calculations shall be made in accordance with Section 8.2.

     (b) Within 30 days after its receipt of the Excess Operating Expenses Calculation Statement, Buyer shall notify Seller in writing of any disagreement with the Excess Operating Expenses Calculation Statement and the accuracy of any of the Seller’s Proposed Calculations (and during such 30 day period, Seller shall grant Buyer and its accountants reasonable access to all work papers, facilities, schedules and calculations used in the preparation of the Excess Operating Expenses Calculation Statement). If Buyer does not dispute any aspect of the Excess Operating Expenses Calculation Statement or the amount of any of the Seller’s Proposed Calculations within such 30 day period, then the Excess Operating Expenses Calculation Statement and the Seller’s Proposed Calculations shall be conclusive and binding upon Buyer and Seller.

     (c) If Buyer disputes any aspect of the Excess Operating Expenses Calculation Statement or the amount of any of the Seller’s Proposed Calculations within such 30 day period, then Buyer shall have the right, and shall have the right to direct its accountants, at the expense of Buyer, to review and verify the accuracy of the Excess Operating Expenses Calculation Statement. Buyer and its accountants shall complete

their review and verification of the Excess Operating Expenses Calculation Statement within 45 days after Buyer’s receipt thereof and, if Buyer or its accountants, after such review and verification, still disagree with Seller’s Proposed Calculations, Buyer shall submit its proposed alternative calculations (the “ Buyer’s Proposed Calculations ”) of the amount of the Excess Operating Expenses to Seller in writing within 45 days after Buyer’s receipt of the Excess Operating Expenses Calculation Statement.

     (d) If Seller does not reject the Buyer’s Proposed Calculations by written notice given to Buyer within 21 days after the Seller’s receipt of Buyer’s Proposed Calculations, then the Excess Operating Expenses Calculation Statement and the Seller’s Proposed Calculations contained therein, as modified by the Buyer’s Proposed Calculations, shall be conclusive and binding upon Buyer and Seller. If the Seller rejects Buyer’s Proposed Calculations by written notice given to Buyer within 21 days after Buyer’s receipt of the Buyer’s Proposed Calculations, then, within 15 days after the date that Seller delivers its written notice of rejection to Buyer, Buyer and Seller shall select a mutually acceptable and nationally recognized independent accounting firm (such firm, the “ Independent Accounting Firm ”) to resolve the remaining disputed items (the “ Remaining Disputed Items ”) by conducting the Independent Accou