ESCROW AGREEMENT AMENDED EFFECTIVE AS OF MAY 15, 2007

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Mr. Herb Lemmer

American Stock Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

Dear Mr. Lemmer:

Please consider the following an addendum to the above referenced Agreement.

This Amendment (“Amendment”) to the Agreement by and between nCoat, Inc. (“nCoat”), Knight Capital Markets, LLC (“Knight”) and American Stock Transfer & Trust Company (“AST”), dated March 22, 2007 (the “Agreement”), is entered into effective as of May 15, 2007, and other than the specific amendments enumerated in the Amendment, all other terms of the Agreement shall remain in the full force and effect, and shall not be obviated or affected by this Amendment.

Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

The Second WHEREAS clause shall be amended in its entirety to read:

“WHEREAS, the Offering will commence immediately and will terminate on the earlier to occur of: (i) the sale of all of the Securities; and (ii) June 8, 2007, (the “Termination Date”); and”

 

The Amendment is agreed to and shall become effective as of the date first written above.

[SIGNATURE PAGE FOLLOWS]

 

	Very truly yours,
	NCOAT, INC.
	By: ____________________
	KNIGHT CAPITAL MARKETS, LLC
	By: ____________________

ACCEPTED AND AGREED TO

AS OF THE DATE FIRST

ABOVE WRITTEN:

By: ___________________________

Name:

Title:

[SIGNATURE PAGE TO AMENDMENT DATED MAY 21, 2007]

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