sec document

                                  SCHEDULE 14A
                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION


 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)


Filed by the Registrant |_|

Filed by a Party other than the Registrant |X|


Check the appropriate box:


         |X|      Preliminary Proxy Statement

         |_|      Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

         |_|      Definitive Proxy Statement

         |_|      Definitive Additional Materials

         |_|      Soliciting Material Under Rule 14a-12

                               NOVOSTE CORPORATION
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                (Name of Registrant as Specified in Its Charter)

                             STEEL PARTNERS II, L.P.
                             STEEL PARTNERS, L.L.C.
                             WARREN G. LICHTENSTEIN
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    (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

         Payment of Filing Fee (Check the appropriate box):

         |X|      No fee required.

         |_|      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange  Act Rule 0-11 (set  forth the  amount on which the  filing  fee is
    calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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         |_|      Fee paid previously with preliminary materials:

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         |_|      Check  box if any part of the fee is  offset  as  provided  by
Exchange Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
fee was paid previously.  Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:





                     PRELIMINARY COPY SUBJECT TO COMPLETION
                             DATED JANUARY 10, 2006


                             STEEL PARTNERS II, L.P.



                                January ___, 2006



Fellow Shareholders:


         The attached  proxy  statement  and the  enclosed  GREEN proxy card are
being furnished to you, the  shareholders of Novoste  Corporation  ("Novoste" or
the "Company"), in connection with the solicitation of proxies by Steel Partners
II,  L.P.  ("Steel  Partners"  or  "we")  for  use at  the  special  meeting  of
shareholders of Novoste,  and at any adjournments or postponements  thereof (the
"Special  Meeting"),  in  opposition  to the  proposed  liquidation  of Novoste.
Pursuant to the attached proxy statement, we are soliciting proxies from holders
of shares of Novoste  common  stock to vote  AGAINST the proposal of the Novoste
Board to adopt a plan of dissolution pursuant to which Novoste will be dissolved
and liquidated and AGAINST the related  proposal to adjourn the Special  Meeting
to permit  further  solicitation  of proxies  with  respect to the  proposal  to
approve  and adopt  the plan of  dissolution  and to  approve  the  transactions
contemplated thereby.

         In  addition  to  the  proposals  in the  Novoste  proxy  statement  to
liquidate (proposal 3 in the Novoste proxy statement) and to adjourn the Special
Meeting to permit further  solicitation  of proxies with respect to the proposal
to liquidate  (proposal 6 in the Novoste proxy statement),  the Novoste Board is
soliciting proxies from holders of shares of Novoste common stock to approve the
following four proposals, FIRST, a proposal to approve the sale of substantially
all of the assets of the Company's vascular brachytherapy (VBT) business to Best
Vascular,  Inc.  pursuant to an amended and restated  asset  purchase  agreement
(proposal 1 in the Novoste proxy  statement),  SECOND, a proposal to approve the
change of the Company's name from "Novoste  Corporation"  to "NOVT  Corporation"
upon  completion  of the VBT asset  sale  transaction  (or,  if that name is not
available in Florida,  to "NVTE  Corporation")  (proposal 2 in the Novoste proxy
statement), FOURTH, a proposal to approve the amendment of the Company's amended
and  restated  articles of  incorporation  and its fourth  amended and  restated
bylaws to reduce the minimum size of the Company's  board of directors  from six
to three  persons  (proposal 4 in the Novoste  proxy  statement),  and FIFTH,  a
proposal  to adjourn  the  Special  Meeting to permit  further  solicitation  of
proxies  with  respect to the  proposal  to approve  the asset sale  transaction
(proposal 5 in the Novoste  proxy  statement).  Pursuant to the  attached  proxy
statement,  we are also  soliciting  proxies  from  holders of shares of Novoste
common stock on these four  proposals.  We do not object to these four proposals
and anticipate voting our shares in favor of these proposals.

         The Special  Meeting  will be held on _____,  _________,  2006 at 10:00
a.m.,  local time, at the Atlanta  Marriott  Gwinnett Place,  1775 Pleasant Hill
Road, Duluth, Georgia.

         We urge you to  carefully  consider  the  information  contained in the
attached  proxy  statement  and then support our efforts by signing,  dating and
returning the enclosed GREEN proxy card today.  The attached proxy statement and
the enclosed GREEN proxy card are first being  furnished to the  shareholders on
or about ________ ___, 2006.

         If you have already voted for  management's  proposals  relating to the
plan of  dissolution  pursuant to which Novoste will be dissolved and liquidated
and the  related  proposal  to adjourn  the  Special  Meeting to permit  further
solicitation  of proxies  with  respect to the proposal to approve and adopt the
plan of  dissolution,  you have every right to change your vote by either voting
in person at the  Special  Meeting or by signing,  dating and  returning a later
dated  proxy  card  either  directly  to  Steel  Partners  in care of  MacKenzie
Partners,  Inc. at the address set forth on the back cover of the attached proxy
statement,  or to Novoste with a photostatic  copy to Steel  Partners in care of
MacKenzie  Partners,  Inc.  at the  address  set forth on the back  cover of the
attached proxy statement.


                                       -1-

         If you have any  questions  or require any  assistance  with your vote,
please contact MacKenzie Partners, Inc., which is assisting us, at their address
and toll-free numbers listed on the following page.


         We have  requested  that  Novoste  call a  second  special  meeting  of
shareholders  for the  following  purposes:  (i) to remove  all of the  existing
directors  serving on the Novoste Board of Directors at the time of such special
meeting,  without  cause and (ii) to elect  Steel  Partners'  slate of  director
nominees,  Jack Howard, John Quicke, James Henderson,  Joshua Schechter,  Harvey
Bazaar and Leonard  Toboroff.  Steel  Partners has also  requested  the Board of
Directors of Novoste to submit  Steel  Partners'  proposals  for business at the
Special  Meeting in order to spare  Novoste  and its  shareholders  the time and
expense  of  holding  two  meetings.  Novoste  has not yet  responded  to  these
requests.



                           Thank you for your support,



                           Warren G. Lichtenstein
                           Steel Partners II, L.P.



                                       -2-


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 IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GREEN PROXY CARD,
    OR NEED ADDITIONAL COPIES OF STEEL PARTNERS' PROXY MATERIALS, PLEASE CALL
              MACKENZIE PARTNERS AT THE PHONE NUMBERS LISTED BELOW.

                            MACKENZIE PARTNERS, INC.
                               105 Madison Avenue
                               New York, NY 10016
                           proxy@mackenziepartners.com
                          (212) 929-5500 (Call Collect)
                                       or
                            TOLL-FREE (800) 322-2885

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                                      -3-


                         SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                               NOVOSTE CORPORATION

                            -------------------------

                                 PROXY STATEMENT
                                       OF
                             STEEL PARTNERS II, L.P.

                            -------------------------

         PLEASE SIGN, DATE AND MAIL THE ENCLOSED GREEN PROXY CARD TODAY


         Steel  Partners II, L.P.  ("Steel  Partners" or "we") is the beneficial
owner of an aggregate of 608,301 shares of common stock of Novoste  Corporation,
a Florida corporation ("Novoste" or the "Company"),  representing  approximately
14.9% of the outstanding common stock of the Company.  Steel Partners is writing
to you in connection  with the proposal to adopt a plan of dissolution  pursuant
to which Novoste will be dissolved and liquidated (the "Liquidation"). The Board
of Directors of Novoste (the "Novoste Board") has scheduled a special meeting of
shareholders  for the purpose of approving  the  Liquidation  and other  related
proposals (the "Special  Meeting").  The Special Meeting is scheduled to be held
on _____,  _________,  2006 at 10:00 a.m.,  local time, at the Atlanta  Marriott
Gwinnett Place, 1775 Pleasant Hill Road,  Duluth,  Georgia.  Steel Partners does
not believe the  Liquidation  is in the best interests of the  shareholders  and
should not be approved and is therefore soliciting proxies from the shareholders
of Novoste AGAINST the Liquidation  proposal and AGAINST the related proposal to
adjourn the Special  Meeting  (the  "Liquidation  Vote  Adjournment")  to permit
further  solicitation  of proxies  with  respect to the  proposal to approve and
adopt the plan of dissolution.

         Steel Partners, Steel Partners,  L.L.C., and Warren G. Lichtenstein are
members  of a group (the  "Group")  and are  deemed  participants  in this proxy
solicitation.  See "Other Participant Information." This Proxy Statement and the
GREEN proxy card are first being furnished to Novoste's shareholders on or about
________ ___, 2006.

         Novoste has set the record date for determining  shareholders  entitled
to  notice of and to vote at the  Special  Meeting  as  December  15,  2005 (the
"Record Date").  The principal  executive offices of Novoste are located at 4350
International Boulevard,  Norcross, Georgia 30093. Shareholders of record at the
close of  business  on the Record  Date will be  entitled to vote at the Special
Meeting.  As of the Record Date,  there were _________  shares  outstanding  and
entitled to vote at the Special Meeting,  which is the total number of shares of
common  stock,  $.01  par  value  per  share  (the  "Shares"),  reported  to  be
outstanding  by the  Company,  after  giving  effect  to the  Company's  reverse
one-for-four  stock split on November 4, 2005.  As of ________  ___,  2006,  the
approximate date on which Steel Partners expects to mail this Proxy Statement to
the  shareholders,  Steel Partners,  along with all of the  participants in this
solicitation, are the beneficial owners of an aggregate of 608,301 Shares, which
represents  approximately  14.9% of the  Shares  outstanding.  All of the Shares
beneficially  owned by Steel  Partners  may be  voted by Steel  Partners  at the
Special  Meeting.  The  participants  in this  solicitation  intend to vote such
Shares  AGAINST  the  Company's  Liquidation  proposal,  AGAINST  the  Company's
Liquidation Vote Adjournment Proposal and FOR the other four proposals.

THIS SOLICITATION IS BEING MADE BY STEEL PARTNERS AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OR MANAGEMENT OF NOVOSTE.  STEEL PARTNERS IS NOT AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE SPECIAL  MEETING.  SHOULD OTHER MATTERS,  WHICH
STEEL PARTNERS IS NOT AWARE OF A REASONABLE  TIME BEFORE THIS  SOLICITATION,  BE
BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED
GREEN PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

STEEL PARTNERS  URGES YOU TO SIGN,  DATE AND RETURN THE GREEN PROXY CARD AGAINST
THE LIQUIDATION PROPOSAL AND AGAINST THE LIQUIDATION VOTE ADJOURNMENT PROPOSAL.


                                        -1-



IF YOU HAVE ALREADY SENT A PROXY CARD  FURNISHED  BY NOVOSTE  MANAGEMENT  TO THE
NOVOSTE  BOARD,  YOU MAY REVOKE  THAT  PROXY AND VOTE  AGAINST  THE  LIQUIDATION
PROPOSAL  AND  AGAINST THE  LIQUIDATION  VOTE  ADJOURNMENT  PROPOSAL BY SIGNING,
DATING AND  RETURNING THE ENCLOSED  GREEN PROXY CARD.  THE LATEST DATED PROXY IS
THE ONLY ONE THAT  COUNTS.  ANY PROXY MAY BE  REVOKED  AT ANY TIME  PRIOR TO THE
SPECIAL  MEETING BY  DELIVERING A WRITTEN  NOTICE OF REVOCATION OR A LATER DATED
PROXY FOR THE  SPECIAL  MEETING OR BY VOTING IN PERSON AT THE  SPECIAL  MEETING.
ALTHOUGH A REVOCATION  IS EFFECTIVE  IF  DELIVERED  TO NOVOSTE,  STEEL  PARTNERS
REQUESTS THAT EITHER THE ORIGINAL OR  PHOTOSTATIC  COPIES OF ALL  REVOCATIONS BE
MAILED TO STEEL PARTNERS IN CARE OF MACKENZIE PARTNERS,  INC. AT THE ADDRESS SET
FORTH ON THE BACK COVER OF THIS PROXY STATEMENT.




                                      -2-


                                    IMPORTANT


        YOUR VOTE IS  IMPORTANT,  NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
STEEL PARTNERS URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED GREEN PROXY CARD
TODAY TO VOTE  AGAINST  THE  COMPANY'S  LIQUIDATION  PROPOSAL  AND  AGAINST  THE
COMPANY'S LIQUIDATION VOTE ADJOURNMENT PROPOSAL.


         Steel  Partners  does not believe that the  Liquidation  is in the best
interest of the Company's shareholders. A vote AGAINST the Company's Liquidation
proposal  will  enable you - as the owners of Novoste - to send a message to the
Novoste Board that you are committed to maximizing the value of your Shares.

o        If your Shares are  registered  in your own name,  please sign and date
         the  enclosed  GREEN  proxy card and return it to Steel  Partners,  c/o
         MacKenzie Partners, Inc., in the enclosed envelope today.

o        If any of your Shares are held in the name of a brokerage  firm,  bank,
         bank nominee or other  institution on the Record Date, only it can vote
         such  Shares  and only  upon  receipt  of your  specific  instructions.
         Accordingly, please contact the person responsible for your account and
         instruct  that  person to execute on your  behalf the GREEN proxy card.
         Steel Partners urges you to confirm your instructions in writing to the
         person  responsible  for your  account  and to  provide  a copy of such
         instructions to Steel Partners,  c/o MacKenzie  Partners,  Inc., who is
         assisting in this  solicitation,  at the address and telephone  numbers
         set forth below, and on the back cover of this Proxy Statement, so that
         we may be aware of all instructions and can attempt to ensure that such
         instructions are followed.

                 If you have any questions regarding your proxy,
             or need assistance in voting your Shares, please call:

                            MACKENZIE PARTNERS, INC.

                               105 Madison Avenue
                            New York, New York 10016
                          (212) 929-5500 (Call Collect)
                           proxy@mackenziepartners.com

                                       or
                          CALL TOLL FREE (800) 322-2885


                                      -3-


                    PROPOSAL TO ADOPT PLAN OF DISSOLUTION AND
                       DISSOLVE AND LIQUIDATE THE COMPANY

                 (PROPOSAL NO. 3 IN THE NOVOSTE PROXY STATEMENT)

         You are being  asked by Novoste  to  approve a  proposal  ("Liquidation
Proposal")  to adopt a plan of  dissolution  pursuant to which  Novoste  will be
dissolved  and  liquidated.   The  Liquidation  cannot  be  consummated  without
shareholder  approval  of the plan of  dissolution.  For the  reasons  discussed
below, we oppose the Liquidation  Proposal.  To that end, we are soliciting your
proxy to vote AGAINST the Liquidation Proposal.

                REASONS TO VOTE AGAINST THE LIQUIDATION PROPOSAL

         The following is a summary of what we believe to be the consequences of
the  proposed  Liquidation.   They  are  the  primary  reasons  why  we  believe
shareholders should vote AGAINST the Liquidation Proposal.

         WE URGE YOU TO DEMONSTRATE YOUR OPPOSITION TO THE LIQUIDATION  PROPOSAL
AND SEND A MESSAGE TO THE NOVOSTE BOARD THAT THE PROPOSED  LIQUIDATION IS NOT IN
THE BEST  INTEREST OF THE  SHAREHOLDERS  BY SIGNING,  DATING AND  RETURNING  THE
ENCLOSED GREEN PROXY CARD AS SOON AS POSSIBLE.

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WE BELIEVE  THE  LIQUIDATION  PROPOSAL IS NOT IN THE BEST  INTERESTS  OF NOVOSTE
SHAREHOLDERS   AS  IT  WILL   EXTINGUISH   THE  COMPANY'S  NET  OPERATING   LOSS
CARRYFORWARDS.   Novoste  has  a  significant   amount  of  net  operating  loss
carryforwards  which will all be extinguished in the event the Company  proceeds
with the Liquidation. We believe a public company with significant net operating
loss carryforwards, such as Novoste, may represent a valuable investment vehicle
to companies  with taxable  income that wish to reduce their tax  liability.  We
believe that this  potentially  valuable asset should not be  extinguished  as a
result of the Liquidation.

WE BELIEVE  THERE IS  SIGNIFICANT  POTENTIAL  VALUE TO  SHAREHOLDERS  IN NOVOSTE
REMAINING A PUBLIC COMPANY.  We believe that shareholder value will be maximized
through maintaining Novoste as a public company.  There are significant benefits
to remaining a public company as set forth in greater detail herein.  We believe
that maintaining  Novoste's  status as a public reporting  company will preserve
maximum flexibility for the Company in considering future opportunities.

WE BELIEVE MANAGEMENT'S METHOD OF LIQUIDATION MAY UNNECESSARILY  DEPLETE COMPANY
ASSETS.  While we clearly do not  believe  that the  Liquidation  is in the best
interests  of  shareholders,  even if one were to proceed,  we believe  that the
method of liquidation  proposed by the Novoste Board may  unnecessarily  deplete
Company  assets and divert a greater amount of the proceeds of those assets from
shareholders to the liquidation  trustee. We do not believe the Company's assets
should be put into a liquidating trust supervised by a corporate trustee.

WE BELIEVE THAT THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC OPPORTUNITIES FOR
NOVOSTE THAN THE PROPOSED LIQUIDATION.  We do not agree with the Novoste Board's
assertion  that there is no definitive or clear  alternative  that would provide
the opportunity for the  shareholders to receive value for their Shares.  On the
contrary,  we  believe  that  there are  potentially  more  favorable  strategic
opportunities,  especially  after the sale of the VBT  business.  If the sale is
consummated,  the Company will have a  significant  NOL  carryforward,  publicly
traded  securities and will likely have no  operations,  making it an attractive
merger candidate for a privately held operating company with taxable income that
wishes to reduce its tax liability and obtain public company status.  We believe
that this and other business  transactions  should be actively  investigated  in
light of the  potential  sale of the  Company's VBT business and it is therefore
premature for the Board to conclude that there are no other viable alternatives.
--------------------------------------------------------------------------------


                                      -4-


       WE BELIEVE THE LIQUIDATION PROPOSAL IS NOT IN THE BEST INTERESTS OF
   NOVOSTE SHAREHOLDERS AS IT WILL EXTINGUISH THE COMPANY'S NET OPERATING LOSS
                                  CARRYFORWARDS

         Novoste has reported that as of December 31, 2004, it had approximately
$63,019,000 of net operating loss carryforwards  ("NOL  carryforwards") for U.S.
federal  income tax  purposes.  Such  losses  expire in 2007  through  2024.  In
addition,  as of December 31, 2004, it had approximately  $14,323,000 of foreign
net operating losses related to its European subsidiaries.  Additionally, it has
approximately  $3,142,000  in research  and  development  (R&D) tax credits that
expire in 2008 through 2024 unless  utilized  earlier.  Since December 31, 2004,
Novoste has incurred  additional  losses,  and the NOL  carryforwards  have only
grown from the amounts  reported by the Company as of December 31, 2004. The NOL
carryforwards  will be extinguished  in the event the Company  proceeds with the
Liquidation.

         The  amount of NOL  carryforwards  had  previously  been  significantly
larger,  but the Company  disclosed  that it had discovered in 2003 that certain
events  had  occurred  which  limited  the  use of  the  greater  amount  of NOL
carryforwards. As a consequence of these events, approximately two-thirds of the
Company's  original NOL  carryforwards  will expire  unused.  Regardless of this
mishap, over $63 million of usable NOL carryforwards remain.

         The NOL  carryforwards  and R&D tax  credits  are  available  to offset
future income taxes payable,  if any. It is widely  recognized and  acknowledged
that  NOL  carryforwards  are of  significant  value  to a  company.  While  NOL
carryforwards  are not the same as hard assets such as inventory  or  equipment,
they are a real and valuable  company  asset which we believe  directors  have a
fiduciary  duty to protect and  preserve.  The ability to offset  future  income
taxes  payable  provides the Company with  tremendous  flexibility  in examining
opportunities  which may develop,  and positioning the Company to take advantage
of  opportunities  which  may  arise.  Generally  speaking,  the  Company's  NOL
carryforwards  will be available to offset future  taxable income of the Company
and will be  advantageous  in the case where the Company  acquires an  operating
business with positive taxable income. Certain limitations in the use of the NOL
carryforwards  will apply in the case of an  "ownership  change",  namely,  a 50
percent change in ownership by "5-percent shareholders" over a moving three-year
period. The annual NOL carryforward limitation will ordinarily equal the product
of (a) the fair market value of the loss corporation,  generally the fair market
value of its shares (reduced,  in certain cases, by the fair market value of the
loss corporation's nonbusiness assets, if such assets are substantial),  and (b)
the long-term  tax-exempt rate (currently 4.4%). Further limitations apply where
the loss  corporation  discontinues  its historical  business  within a two-year
period after an ownership change.  Ideally, the acquisition by the Company of an
operating business, through a merger, purchase or otherwise, would be structured
in such a way as to minimize the application of these  limitations.  While we do
not have a  specific  transaction  to  suggest  at this  time,  we believe it is
incumbent  upon the  management  and the Novoste Board to search  tirelessly for
available  opportunities,  and to preserve the NOL  carryforwards  until such an
opportunity is found.


         While the use of the full NOL carryforwards  may not be available,  any
NOL   carryforwards,   particularly   in  the  Company's   case  where  the  NOL
carryforwards are over $63 million,  are a valuable and real asset which will be
destroyed  in a  liquidation.  We believe  that it is a violation of the Novoste
Board's fiduciary  obligations not only to allow, but to actually  support,  the
destruction  of this valuable  corporate  asset.  We believe a proposal like the
Liquidation  Proposal where the NOL  carryforwards are destroyed with no benefit
is no different than destroying valuable inventory.  Rather, protections must be
implemented to prevent any further  deterioration of this valuable asset, and to
preserve it for the benefit of all shareholders.


     WE BELIEVE THAT THERE IS SIGNIFICANT POTENTIAL VALUE TO SHAREHOLDERS IN
                       NOVOSTE REMAINING A PUBLIC COMPANY

         We  believe  that  shareholder  interests  will  be  maximized  through
maintaining  Novoste as a public  company.  There are  significant  benefits  to
remaining a public company such as increased liquidity of company stock, greater
access to capital  markets and the ability to acquire  other  companies  through
stock transactions. Particularly in the case of Novoste where it has significant
NOL  carryforwards,  remaining a public company presents a great deal of options
to maximize  shareholder value such as merging with a private company seeking to
reduce its tax  liability  and obtain  public  company  status.  We believe that


                                      -5-


Novoste will be a more attractive  partner as a public company,  and it would be
detrimental  to  shareholders  for the  Novoste  Board  to  seek to  voluntarily
surrender this potential  benefit.  This is another example of the Novoste Board
pursuing a course that fails to fully utilize and value a corporate asset.

         WE BELIEVE MANAGEMENT'S METHOD OF LIQUIDATION MAY UNNECESSARILY
                             DEPLETE COMPANY ASSETS


         While we clearly do not  believe  that the  Liquidation  is in the best
interests  of  shareholders,  even if one were to proceed,  we believe  that the
method of liquidation  proposed by the Novoste Board may  unnecessarily  deplete
Company  assets and divert a greater  part of the  proceeds of those assets from
shareholders to the liquidation  trustee.  Novoste's proxy statement states that
if deemed  advisable  by the  Novoste  Board for any reason,  the  Company  may,
following  dissolution,  transfer  its  assets  to a trust  established  for the
benefit of shareholders,  subject to the claims of creditors.  Thereafter, these
assets will be sold or  distributed  on terms  approved  by the  trustees of the
trust.  The plan of dissolution  will authorize the Novoste Board to appoint one
or more trustees of the  liquidating  trust and to cause Novoste to enter into a
liquidating  trust agreement with the trustee(s) on such terms and conditions as
may be approved by the Novoste Board.  The Novoste proxy  statement  states that
shareholder approval of the plan of dissolution will also constitute approval of
any such appointment and any liquidating trust agreement.


         We  believe  that in many  cases  professional  trustees  do a poor job
protecting  shareholders'  interests and we are  concerned  that proceeds of the
Liquidation  would not be  efficiently  distributed  to  shareholders  under the
supervision  of a trustee.  We do not believe  that it is  advisable to give the
Novoste Board carte blanche to proceed in this manner. While we believe that the
Liquidation is inadvisable,  if a liquidation were to occur, we believe that the
method chosen by the Novoste  Board,  where all of the  Company's  assets may be
transferred  into  a  liquidating  trust  would  be  unnecessarily   costly  and
inefficient.

         WE BELIEVE THAT THERE ARE POTENTIALLY MORE FAVORABLE STRATEGIC
             OPPORTUNITIES FOR NOVOSTE THAN THE PROPOSED LIQUIDATION

          Several  months ago the Novoste Board  proceeded  forward with what we
believe was an ill-advised  transaction to merge with ONI Medical Systems. Prior
to the shareholder meeting to approve that transaction,  we informed the Novoste
Board that we believed  that ONI  Medical  Systems  was a poorly  chosen  merger
candidate.  We held this view as ONI  Medical  Systems  had  incurred  operating
losses since its inception,  had an extremely limited operating history, and its
2004 audit report  contained an  explanatory  paragraph  expressing  substantial
doubt about its ability to continue as a going concern. Accordingly, we informed
the Novoste Board that we intended to vote all of our shares, representing 14.9%
of the outstanding  Shares,  against the ONI Medical Systems merger transaction.
The  Company's  stock  price  also  precipitously  dropped  as a result  of this
announced transaction. We were against the ONI Medical Systems merger because we
believed,  among other things,  that the ONI Medical  Systems merger provided no
benefits  or upside to the  Company's  shareholders,  that it would  result in a
substantial and immediate dilution of existing voting power and equity interests
of the  Company,  that it would  effectively  cede control of the Company to the
entity which controls ONI Medical Systems, that it would significantly  increase
the risks to the Company and its shareholders,  and that the ONI Medical Systems
merger transaction had significant costs.

         In Novoste's proxy statement management refers to the prior shareholder
lack of  approval  of the ONI  Medical  Systems  merger as an example of how the
Novoste Board tried to obtain another business, but could not. We do not believe
that Novoste should now abandon the prospect of merging with another company. We
believe that a merger with the right company on terms favorable to the Company's
shareholders  would maximize  shareholder  value. We together with a majority of
Novoste's  shareholders voted down the ONI Medical Systems as ONI was not a good
merger candidate and the terms were not favorable to Novoste shareholders. We do
not believe,  however, that the failure of the ill-advised attempted ONI Medical
Systems merger means that there is no other suitable  business  opportunity  for
Novoste.

         In Novoste's proxy statement management also states that it believes no
reasonable business alternatives to the Liquidation currently exist for Novoste.
We do not understand how the Novoste Board reached this conclusion.  The Company
has  disclosed  that it went  through a search  process  to select  ONI  Medical
Systems as a merger partner.  As previously  stated,  we believe that this was a


                                      -6-


poor merger partner,  and we communicated this belief to the Company early on in
the process. A failed search process carried out some time ago does not indicate
that there are no viable business alternatives.  We find it hard to believe that
the Novoste Board is suggesting that there currently are no reasonable  business
alternatives  and we have seen no evidence  that the Novoste  Board has actively
considered  the full range of options  available to the Company upon the sale of
its VBT business.  Following the sale of the Company's VBT business, the Company
will remain a public company with significant NOL carryforwards, publicly traded
securities  and likely will have no operations,  making it an attractive  merger
candidate for a privately held operating company with taxable income that wishes
to reduce its tax liability and obtain public company  status.  Accordingly,  we
believe that there are reasonable business alternatives to be pursued,  although
the current Novoste Board may not be the right board to pursue the alternatives.

STEEL PARTNERS IS DETERMINED TO STOP THE PROPOSED LIQUIDATION. OUR OPPOSITION IS
BASED ON OUR FIRM  COMMITMENT TO SHAREHOLDER  VALUE AND OUR FIRM BELIEF THAT THE
PROPOSED  LIQUIDATION IS NOT IN THE BEST INTERESTS OF NOVOSTE  SHAREHOLDERS.  WE
THEREFORE URGE YOU TO VOTE YOUR GREEN PROXY AGAINST THE LIQUIDATION PROPOSAL.


   PROPOSAL TO ADJOURN THE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION OF
                PROXIES WITH RESPECT TO THE LIQUIDATION PROPOSAL

                 (PROPOSAL NO. 6 IN THE NOVOSTE PROXY STATEMENT)


         You are being asked by Novoste to approve a proposal ("Liquidation Vote
Adjournment  Proposal")  to  adjourn  the  Special  Meeting  to  permit  further
solicitation  of proxies  with  respect  to the  Liquidation  Proposal.  For the
reasons discussed above, we oppose the Liquidation Proposal. To that end, we are
soliciting your proxy to vote AGAINST the Liquidation Vote Adjournment Proposal.

STEEL PARTNERS IS DETERMINED TO STOP THE LIQUIDATION VOTE ADJOURNMENT  PROPOSAL.
OUR OPPOSITION IS BASED ON OUR FIRM COMMITMENT TO SHAREHOLDER VALUE AND OUR FIRM
BELIEF  THAT  THE  LIQUIDATION  VOTE  ADJOURNMENT  PROPOSAL  IS NOT IN THE  BEST
INTERESTS  OF NOVOSTE  SHAREHOLDERS.  WE  THEREFORE  URGE YOU TO VOTE YOUR GREEN
PROXY AGAINST THE LIQUIDATION VOTE ADJOURNMENT PROPOSAL.








                                      -7-


             PROPOSAL TO APPROVE ASSET SALE TRANSACTION PURSUANT TO
                  AMENDED AND RESTATED ASSET PURCHASE AGREEMENT


                   (PROPOSAL NO. 1 IN THE NOVOSTE PROXY STATEMENT)

         You are being  asked by the  Novoste  Board to  approve a  proposal  to
approve  the  proposed  asset  sale  transaction  set forth in 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, among Novoste,  Best Vascular,  Inc., a Delaware
corporation,  and Best  Medical  International,  Inc.,  a Virginia  corporation,
pursuant to which Novoste will sell  substantially  all of the assets related to
its vascular  brachytherapy  (VBT) business to Best Vascular in exchange for the
assumption of certain  liabilities  related to the VBT business by Best Vascular
("Asset Sale  Proposal").  We support the proposed  asset sale  transaction.  We
anticipate voting in favor of the Asset Sale Proposal.


     STEEL PARTNERS DOES NOT OBJECT TO THE PROPOSAL TO APPROVE THE PROPOSED
                            ASSET SALE TRANSACTION.

        PROPOSAL TO APPROVE AMENDMENT TO AMENDED AND RESTATED ARTICLES OF
        INCORPORATION TO CHANGE NAME FROM "NOVOSTE CORPORATION" TO "NOVT
                                  CORPORATION"


                   (PROPOSAL NO. 2 IN THE NOVOSTE PROXY STATEMENT)


         You are being  asked by the  Novoste  Board to  approve a  proposal  to
approve an amendment to Novoste's amended and restated articles of incorporation
to  change  the  name  of  the  Company  from  "Novoste  Corporation"  to  "NOVT
Corporation"  (or,  if  that  name  is  not  available  in  Florida,   to  "NVTE
Corporation")("Name Change Proposal"). According to the Novoste proxy statement,
the amended and restated  asset  purchase  agreement with Best Vascular and Best
Medical International contemplates that at the closing of the transaction,  Best
Vascular  will  acquire  substantially  all of the assets of the  Company's  VBT
business,  including the rights to use the name "Novoste".  The full text of the
proposed  amendment  is set forth in the Novoste  proxy  statement.  The Novoste
proxy statement states that although the Novoste Board is asking for shareholder
approval of this proposal,  if for any reason the asset sale  transaction is not
completed,  this  proposal  will not be  implemented.  We support  the  proposed
amendment to the amended and restated articles of incorporation and related name
change. We anticipate voting in favor of the Name Change Proposal.

         STEEL  PARTNERS  DOES NOT  OBJECT TO THE  PROPOSAL  TO AMEND  NOVOSTE'S
AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
FROM  "NOVOSTE  CORPORATION"  TO "NOVT  CORPORATION"  (OR,  IF THAT  NAME IS NOT
AVAILABLE IN FLORIDA, TO "NVTE CORPORATION").

       PROPOSAL TO APPROVE AMENDMENTS TO AMENDED AND RESTATED ARTICLES OF
             INCORPORATION AND FOURTH AMENDED AND RESTATED BYLAWS TO
           REDUCE MINIMUM SIZE OF BOARD OF DIRECTORS TO THREE PERSONS


                   (PROPOSAL NO. 4 IN THE NOVOSTE PROXY STATEMENT)


         You are being  asked by the  Novoste  Board to  approve a  proposal  to
approve an amendment to Novoste's amended and restated articles of incorporation
and its  fourth  amended  and  restated  bylaws to reduce  the  minimum  size of
Novoste's  board of directors  from six to three  persons  ("Minimum  Board Size
Proposal").  The full text of the proposed amendment is set forth in the Novoste
proxy statement.  We support the proposed amendment and related reduction in the
minimum size of the board of directors to three persons. We anticipate voting in
favor of the Minimum Board Size Proposal.

         STEEL  PARTNERS  DOES NOT  OBJECT TO THE  PROPOSAL  TO AMEND  NOVOSTE'S
AMENDED  AND  RESTATED  ARTICLES  OF  INCORPORATION  AND ITS FOURTH  AMENDED AND
RESTATED  BYLAWS TO REDUCE THE MINIMUM SIZE OF NOVOSTE'S BOARD OF DIRECTORS FROM
SIX TO THREE PERSONS.


                                      -8-



   PROPOSAL TO ADJOURN THE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION OF
                  PROXIES WITH RESPECT TO ASSET SALE PROPOSAL

                 (PROPOSAL NO. 5 IN THE NOVOSTE PROXY STATEMENT)

         You are being asked by the Novoste Board to approve a proposal  ("Asset
Sale Vote  Adjournment  Proposal")  to  adjourn  the  Special  Meeting to permit
further  solicitation  of proxies  with  respect to the  proposal to approve the
Asset Sale Proposal.  We support the proposed asset sale transaction and to that
end we support the Asset Sale Vote Adjournment Proposal. We anticipate voting in
favor of the Asset Sale Vote Adjournment Proposal.

         STEEL  PARTNERS  DOES NOT OBJECT TO THE PROPOSAL TO ADJOURN THE SPECIAL
MEETING TO PERMIT FURTHER  SOLICITATION  OF PROXIES WITH RESPECT TO THE PROPOSAL
TO APPROVE THE ASSET SALE TRANSACTION.


                                      -9-




             CERTAIN INFORMATION REGARDING THE PROPOSED LIQUIDATION

         The Novoste Board  unanimously  approved the proposed  liquidation  and
plan  of  dissolution  on  November  14,  2005,   subject  to  the  approval  of
shareholders at the Special Meeting.  The plan of dissolution provides that upon
its approval by the Company's  shareholders,  the Novoste Board, without further
action by the shareholders, may:

         o        dissolve the Company,

         o        liquidate its assets,

         o        pay, or provide for the  payment  of, any  remaining,  legally
                  enforceable obligations of the Company, and

         o        distribute any remaining assets to the shareholders.

         The plan of dissolution  and the dissolution and liquidation of Novoste
pursuant thereto would be implemented either after the asset sale transaction is
completed or after the completion of the wind down of the VBT business.

         Uncertainties  as to the precise net value of the Company's  assets and
the ultimate amount of the Company's  liabilities  make it impossible to predict
the aggregate net amounts that will ultimately be available for  distribution to
shareholders or the timing of any such distribution.

         If deemed  advisable by the Novoste  Board for any reason,  the Company
may,  following  dissolution,  transfer any of its assets to a trust established
for the benefit of shareholders, subject to the claims of creditors. Thereafter,
these assets will be sold or distributed on terms approved by the trustees.  The
Novoste Board is  authorized to appoint one or more trustees of the  liquidating
trust and to cause the Company to enter into a liquidating  trust agreement with
the  trustee(s)  on such terms and  conditions as may be approved by the Novoste
Board.  Shareholder  approval of the plan of  dissolution  will also  constitute
approval of any such appointment and any liquidating trust agreement.

         The  foregoing  description  is not  complete  and is  qualified in its
entirety  by  reference  to the full  text of the plan of  dissolution  which is
attached to the Novoste proxy statement as well as other information  concerning
the Liquidation Proposal set forth in the Novoste proxy statement.


                                      -10-


                           VOTING AND PROXY PROCEDURES

         Only  shareholders  of record on the Record  Date will be  entitled  to
notice of and to vote at the  Special  Meeting.  Each Share is  entitled  to one
vote.  Shareholders  who sold Shares  before the Record  Date (or  acquire  them
without  voting  rights  after  the  Record  Date)  may not  vote  such  Shares.
Shareholders  of record on the Record Date will retain  their  voting  rights in
connection  with the Special  Meeting  even if they sell such  Shares  after the
Record Date. Based on publicly  available  information,  Steel Partners believes
that the only outstanding class of securities of Novoste entitled to vote at the
Special Meeting is the Shares.


         Shares represented by properly executed GREEN proxy cards will be voted
at the Special  Meeting as marked and, in the absence of specific  instructions,
will be voted AGAINST the Liquidation  Proposal,  AGAINST the  Liquidation  Vote
Adjournment Proposal, FOR the Asset Sale Proposal, FOR the Name Change Proposal,
FOR the Minimum  Board Size  Proposal,  and FOR the Asset Sale Vote  Adjournment
Proposal,  in the  discretion  of the  persons  named as  proxies,  on all other
matters as may properly come before the Special Meeting.



QUORUM

         In order to conduct any business at the Special Meeting,  a quorum must
be present in person or  represented by valid  proxies.  A quorum  consists of a
majority of the Shares. All Shares that are voted "FOR",  "AGAINST" or "ABSTAIN"
on any  matter  will count for  purposes  of  establishing  a quorum and will be
treated as Shares entitled to vote at the Special Meeting (the "Votes Present").

VOTES REQUIRED FOR APPROVAL

         Approval of the Liquidation  Proposal,  Proposal 3 in the Novoste proxy
statement,  and approval of the Asset Sale  Proposal,  Proposal 1 in the Novoste
proxy statement, in each case requires the affirmative vote of a majority of the
Shares. As a result,  Shares  represented at the Special Meeting that are marked
"ABSTAIN" and Shares not represented at the Special Meeting,  will have the same
effect as votes AGAINST these proposals.


         Approval of each of the Name Change  Proposal,  the Minimum  Board Size
Proposal,  the Liquidation  Vote Adjournment  Proposal,  and the Asset Sale Vote
Adjournment  Proposal  (Proposals 2, 4, 5 and 6 in the Novoste proxy  statement)
requires  that the  number  of votes  cast by the  shareholders  at the  Special
Meeting in favor of the  applicable  proposal  exceeds  the number of votes cast
against  such  proposal.  As a  result,  only  shares  that are  voted  "FOR" or
"AGAINST"  the  proposal  will be counted  towards the vote  requirement.  Thus,
Shares  represented at the Special Meeting that are marked "ABSTAIN" will not be
counted towards the vote requirement.  Additionally,  if you do not complete and
return a proxy  card and do not vote in  person,  there will be no effect on the
outcome of the vote on either proposal.


         Shareholders  may cast their votes by marking the ballot at the Special
Meeting or by specific  voting  instructions  sent with a signed proxy to either
Steel Partners in care of MacKenzie  Partners,  Inc. at the address set forth on
the back cover of this  Proxy  Statement  or to  Novoste  at 4350  International
Boulevard, Norcross, Georgia 30093 or any other address provided by Novoste.


                                      -11-


ABSTENTIONS


         Abstentions  will count as Votes Present for the purpose of determining
whether a quorum is  present.  Abstentions  will not be counted as votes cast on
any proposal set forth in this Proxy  Statement.  Accordingly,  abstentions will
have the effect of a vote  against the  Liquidation  Proposal and the Asset Sale
Proposal,  Proposals 3 and 1 in the Novoste  proxy  statement,  and will have no
effect on the outcome of voting on the Name Change  Proposal,  the Minimum Board
Size Proposal,  the Liquidation  Vote Adjournment  Proposal,  and the Asset Sale
Vote  Adjournment  Proposal,  Proposals  2,  4,  5 and 6 in  the  Novoste  proxy
statement.


REVOCATION OF PROXIES

         Shareholders  of Novoste may revoke their  proxies at any time prior to
exercise  by  attending  the  Special  Meeting  and  voting in person  (although
attendance  at  the  Special  Meeting  will  not in  and  of  itself  constitute
revocation  of a proxy) or by  delivering a written  notice of  revocation.  The
delivery  of a  subsequently  dated  proxy  which  is  properly  completed  will
constitute a revocation of any earlier  proxy.  The  revocation may be delivered
either to Steel Partners in care of MacKenzie Partners,  Inc. at the address set
forth  on the  back  cover  of  this  Proxy  Statement  or to  Novoste  at  4350
International Boulevard,  Norcross,  Georgia 30093 or any other address provided
by Novoste.  Although a revocation  is effective if delivered to Novoste,  Steel
Partners  requests  that  either  the  original  or  photostatic  copies  of all
revocations be mailed to Steel Partners in care of MacKenzie  Partners,  Inc. at
the  address set forth on the back cover of this Proxy  Statement  so that Steel
Partners will be aware of all revocations  and can more accurately  determine if
and when  proxies  have been  received  from the holders of record on the Record
Date of a majority of the outstanding Shares. Additionally,  MacKenzie Partners,
Inc. may use this  information  to contact  shareholders  who have revoked their
proxies  in  order  to  solicit  later  dated  proxies   against  the  Company's
Liquidation Proposal.


IF YOU WISH TO VOTE AGAINST THE COMPANY'S LIQUIDATION PROPOSAL AND THE COMPANY'S
LIQUIDATION VOTE ADJOURNMENT PROPOSAL, PLEASE SIGN, DATE AND RETURN PROMPTLY THE
ENCLOSED GREEN PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.



                             SOLICITATION OF PROXIES

         The  solicitation of proxies  pursuant to this Proxy Statement is being
made by Steel Partners. Proxies may be solicited by mail, facsimile,  telephone,
telegraph,  in person and by  advertisements.  Steel  Partners  will not solicit
proxies via the Internet.


         Steel  Partners  has  entered  into an oral  agreement  with  MacKenzie
Partners,  Inc. for solicitation  and advisory  services in connection with this
solicitation,  for which  MacKenzie  Partners,  Inc.  will  receive a fee not to
exceed $_____.00,  together with reimbursement for its reasonable  out-of-pocket
expenses.  MacKenzie  Partners,  Inc.  will solicit  proxies  from  individuals,
brokers,  banks, bank nominees and other institutional  holders.  Steel Partners
has  requested  banks,  brokerage  houses  and other  custodians,  nominees  and
fiduciaries to forward all  solicitation  materials to the beneficial  owners of
the Shares they hold of record.  Steel  Partners  will  reimburse  these  record
holders  for  their  reasonable  out-of-pocket  expenses  in  so  doing.  It  is
anticipated that MacKenzie Partners,  Inc. will employ  approximately 25 persons
to solicit Novoste' shareholders for the Special Meeting.


         The  entire  expense  of  soliciting  proxies  is being  borne by Steel
Partners.  Costs of this  solicitation of proxies are currently  estimated to be
approximately $_____.00.  Steel Partners estimates that through the date hereof,
its expenses in connection with this solicitation are  approximately  $_____.00.
Steel Partners  intends to seek  reimbursement  from Novoste for all expenses it
incurs in connection  with the  Solicitation.  Steel Partners does not intend to
submit the question of such  reimbursement  to a vote of security holders of the
Company.


                                      -12-


                          OTHER PARTICIPANT INFORMATION


         Each member of the Group is a participant in this solicitation.  Warren
G.  Lichtenstein is Chairman of the Board,  Secretary and the Managing Member of
Steel Partners,  L.L.C., a Delaware limited liability company,  which in turn is
the general partner of Steel Partners II, L.P., a Delaware limited  partnership.
The principal business of Steel Partners II, L.P. is investing in the securities
of small cap  companies.  The principal  business of Steel  Partners  L.L.C.  is
acting  as the  general  partner  of  Steel  Partners  II,  L.P.  The  principal
occupation  of Mr.  Lichtenstein  is  investing in the  securities  of small cap
companies.  The principal business address of Mr. Lichtenstein,  Steel Partners,
L.L.C. and Steel Partners II, L.P. is 590 Madison Avenue,  32nd Floor, New York,
New York 10022. As of the date hereof, Steel Partners is the beneficial owner of
608,301 Shares. By virtue of his positions with Steel Partners, L.L.C. and Steel
Partners II,  L.P.,  Mr.  Lichtenstein  has the power to vote and dispose of the
Shares  owned by Steel  Partners  II,  L.P.  Except as set  forth in this  Proxy
Statement,  no  participant  in this  solicitation  has a substantial  interest,
direct or indirect, by security holdings or otherwise, in any matter to be acted
on at the Special Meeting.



                                      -13-


                             OTHER COMPANY BUSINESS

         According  to the Novoste  proxy  statement,  the Novoste  Board has no
other matter that may properly come before the Special Meeting.

         According to the Novoste proxy statement,  all shareholder proposals to
be considered for inclusion in the Company's annual meeting proxy statement next
year pursuant to the shareholder  proposal rules of the SEC must be submitted in
writing  to  Corporate  Secretary,   Novoste  Corporation,   4350  International
Boulevard,  Norcross, Georgia 30093 by April 6, 2006. Any such proposal received
after that date will be  considered  untimely by the Company and may be excluded
from the Company's proxy materials.


         According to the Novoste  proxy  statement,  in the event that the 2006
annual  meeting of Novoste's  shareholders  is changed by more than 30 days from
the date of this year's special meeting in lieu of an annual meeting,  which was
convened on September 14, 2005,  the deadline for  providing the Company  notice
under the SEC rules will be a reasonable time before the Company begins to print
and  mail  its  proxy  soliciting  materials.  According  to the  Novoste  proxy
statement,  Novoste  currently expects that the 2006 annual meeting will be held
in the Spring of 2006.


         According  to  the  Novoste  proxy  statement,  the  Company's  by-laws
establish  an advance  notice  procedure  with  regard to  proposals  (including
director  nominations)  that  shareholders  otherwise desire to introduce at the
annual  meeting  without  inclusion in the  Company's  proxy  statement for that
meeting.  According  to the  Novoste  proxy  statement,  written  notice of such
shareholder  proposals for the Company's next annual meeting must be received by
the Company's  Corporate  Secretary at its principal executive offices not later
than June 16, 2006 and must not have been received  earlier than May 17, 2006 in
order to be considered timely, and must contain specified information concerning
the matters  proposed  to be brought  before such  meeting  and  concerning  the
shareholder  proposing such matters.  The matters  proposed to be brought before
the meeting also must be proper matters for shareholder action. According to the
Novoste proxy statement,  in the event that the 2006 annual meeting of Novoste's
shareholders  is more than 30 days  before or more than 60 days after  September
14, 2006 (the first anniversary of the Company's 2005 special meeting in lieu of
an  annual  meeting),  written  notice  of such  shareholder  proposals  must be
received by Novoste's Corporate Secretary not later than the tenth day following
the  earlier  of (a) the day on  which  public  announcement  of the date of the
Company's  2006  annual  meeting  is first  made by the  Company or (b) the date
notice of the annual meeting was mailed to the Company's shareholders.


                                      -14-



  STEEL PARTNERS' REQUEST TO CALL A SPECIAL MEETING OF SHAREHOLDERS TO REMOVE
             AND REPLACE THE EXISTING MEMBERS OF THE NOVOSTE BOARD

         We have  requested  that  Novoste  call a  second  special  meeting  of
shareholders  for the  following  purposes:  (i) to remove  all of the  existing
directors  serving on the  Novoste  Board at the time of such  special  meeting,
without cause and (ii) to elect Steel Partners' slate of director nominees, Jack
Howard,  John Quicke,  James  Henderson,  Joshua  Schechter,  Harvey  Bazaar and
Leonard Toboroff.  Steel Partners has also requested the Novoste Board to submit
Steel Partners'  proposals for business at the Special Meeting in order to spare
Novoste  and its  shareholders  the time and  expense of holding  two  meetings.
Novoste has not yet responded to these requests.



                    OTHER MATTERS AND ADDITIONAL INFORMATION

         Steel  Partners is unaware of any other matters to be considered at the
Special  Meeting.  However,  should other  matters,  which Steel Partners is not
aware of a  reasonable  time before  this  solicitation,  be brought  before the
Special  Meeting,  the persons named as proxies on the enclosed GREEN proxy card
will vote on such matters in their discretion.

         Steel Partners has omitted from this Proxy Statement certain disclosure
required  by  applicable  law that is  already  included  in the  Novoste  proxy
statement.  This disclosure includes,  among other things,  detailed information
relating  to  the  background,  reasons  for,  terms  and  consequences  of  the
Liquidation and the asset sale transaction,  including risk factors, dissolution
and  liquidation  estimates and analysis,  financial and pro forma  information,
accounting treatment, and material federal tax consequences. Shareholders should
refer to the Novoste  proxy  statement in order to review this  disclosure.  See
Schedule I for information  regarding  persons who beneficially own more than 5%
of the Shares and the ownership of the Shares by the management of Novoste.

         The information  concerning  Novoste  contained in this Proxy Statement
and Schedule I attached  hereto has been taken from, or is based upon,  publicly
available information.

                                    STEEL PARTNERS II, L.P.


                                    JANUARY ___, 2006



                                      -15-


                                   SCHEDULE I


  THE FOLLOWING TABLE IS REPRINTED FROM THE NOVOSTE PROXY STATEMENT FILED WITH
          THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2006.


                    PRINCIPAL HOLDERS OF NOVOSTE COMMON STOCK

 
         The following  table  provides  information  as of the record date with
respect to the  ownership of shares of our common stock by each person  believed
by the Company's management to be the beneficial owner of more than five percent
of the  outstanding  common stock.  The  information is based on the most recent
Schedule  13D or 13G  filed  with the SEC on  behalf  of such  persons  or other
information made available to the Company,  and has been adjusted to give effect
to the one-for-four reverse stock split that occurred on November 4, 2005.

 

                                                         Beneficial Ownership
                                                         --------------------
                       Name of Beneficial Owner          Shares       Percentage
                       ------------------------          ------       ----------

Steel Partners II, L.P. and affiliated entities (1)
   590 Madison Avenue, 32nd Floor
   New York, New York 10022                              608,302           14.9%
JANA Partners LLC (2)
   536 Pacific Avenue
   San Francisco, California 94133                       331,925            8.1%
Trellus Management Company, LLC (3)
   350 Madison Avenue 9th Floor
   New York, New York 10017                              209,608            5.1%
Lloyd I. Miller, III (4)
   4550 Gordon Drive
   Naples, Florida 34102                                 208,421            5.1%

---------------------
(1)  Information  obtained  from  Schedule  13D/A  filed  with  the SEC by Steel
     Partners  II,  L.P.  and Steel  Partners,  L.L.C.  on April 15,  2005.  The
     Schedule  13D/A  discloses  that Steel  Partners  has sole power to vote or
     direct the vote of and to dispose  of or to direct the  disposition  of all
     these shares.  As the sole executive  officer and managing  member of Steel
     Partners L.L.C.,  Warren G.  Lichtenstein may be deemed to beneficially own
     all of these shares.

(2)  Information  obtained  from  Schedule  13G/A  filed  with  the  SEC by JANA
     Partners LLC on October 27, 2004.  The  Schedule  13G  discloses  that JANA
     Partners  has sole power to vote or direct the vote of and to dispose of or
     to direct the disposition of all these shares.
(3)  Information  obtained  from  Schedule  13G/A  filed with the SEC by Trellus
     Company,  LLC and Adam  Usdan on  February  7,  2005.  The  Schedule  13G/A
     discloses  that  Trellus and Mr.  Usdan have shared power to vote or direct
     the vote of and to  dispose of or to direct  the  disposition  of all these
     shares.

(4)  Information  obtained from Schedule 13G filed with the SEC by Mr. Miller on
     October 14, 2005.  The Schedule 13G indicates  that Mr. Miller has (i) sole
     voting and dispositive  power with respect to 144,608 shares as the manager
     of a limited  liability  company  that is the general  partner of a certain
     limited  partnership  and as an  individual  and  (ii)  shared  voting  and
     dispositive power with respect to 63,813 shares as an investment advisor to
     the trustee of certain family trusts.


                                       -1-


                               SCHEDULE I (CONTD.)


  THE FOLLOWING TABLE IS REPRINTED FROM THE NOVOSTE PROXY STATEMENT FILED WITH
           THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 2006


                    SECURITY OWNERSHIP OF NOVOSTE MANAGEMENT

         The following  table  provides  information  as of the record date with
respect to the  beneficial  ownership of the Company's  common stock by (1) each
director,  (2) each named executive officer as defined by the regulations of the
SEC, and (3) all executive officers and directors as a group. The information in
the table gives effect to the one-for-four  reverse stock split that occurred on
November 4, 2005.

 

                                                                                           Total
                                                                                         Beneficial
Name                                                          Shares        Options      Ownership    Percentage (1)
----                                                          ------        -------      ----------   --------------

Thomas D. Weldon (2)                                           [44,693]      [34,750]      [79,443]      [1.9]%
Alfred J. Novak                                                    [--]     [111,632]     [111,632]      [2.7]%
Charles E. Larsen                                              [77,791]       [8,750]      [86,541]      [2.1]%
William E. Whitmer                                              [2,250]      [10,000]      [12,250]        [*]
Stephen I. Shapiro                                              [1,054]       [8,750]       [9,804]        [*]
J. Stephen Holmes                                                  [--]       [8,750]       [8,750]        [*]
Judy Lindstrom                                                     [--]       [8,750]       [8,750]        [*]
Daniel G. Hall                                                    [750]      [29,093]      [29,843]        [*]
Robert N. Wood, Jr. (3)                                           [255]          [--]         [255]        [*]
Andrew M. Green (3)                                                [57]          [--]          [57]        [*]
Adam G. Lowe (3)                                                   [--]          [--]          [--]        [*]
All executive officers and directors as a group (9) persons   [126,850]     [220,475]     [347,325]      [8.3]%

---------------------
(*)  Less than 1%

(1)  Applicable  percentage  of  ownership  as of the record  date is based upon
     [4,083,721] shares of our common stock  outstanding.  A person is deemed to
     be the beneficial  owner of our common stock that can be acquired within 60
     days of the record date upon the  exercise of  options,  and that  person's
     options are assumed to have been exercised  (and the  underlying  shares of
     our common stock  outstanding)  in  determining  such  person's  percentage
     ownership.  Consequently,  the denominator for calculating  that percentage
     may differ for each shareholder.

(2)  Includes  [625] shares held in trust for the benefit of Mr.  Weldon's  son,
     [625] shares held by Mr. Weldon as custodian for his nephew, [9,917] shares
     held  by Mr.  Weldon's  spouse  and  [16,893]  shares  held  by The  Weldon
     Foundation,  Inc., a Florida not-for-profit corporation in which Mr. Weldon
     is a director. Mr. Weldon disclaims beneficial ownership of all shares held
     by The Weldon Foundation, Inc.

(3)  This executive  officer ceased  employment  with Novoste between January 1,
     2005 and the record date and his  beneficial  ownership is not reflected in
     the line entitled "All executive officers and directors as a group."


                                       -1-

                                    IMPORTANT


         Tell your Board what you think!  Your vote is important.  No matter how
many Shares you own, please give Steel Partners your proxy AGAINST the Company's
Liquidation  Proposal and AGAINST the  Company's  Liquidation  Vote  Adjournment
Proposal by taking three steps:


         o        SIGNING the enclosed GREEN proxy card,

         o        DATING the enclosed GREEN proxy card, and

         o        MAILING the  enclosed  GREEN proxy card TODAY in the  envelope
                  provided  (no  postage  is  required  if mailed in the  United
                  States).

         If any of your Shares are held in the name of a brokerage  firm,  bank,
bank  nominee or other  institution,  only it can vote such Shares and only upon
receipt of your specific  instructions.  Accordingly,  please contact the person
responsible for your account and instruct that person to execute the GREEN proxy
card  representing  your Shares.  Steel Partners urges you to confirm in writing
your instructions to Steel Partners in care of MacKenzie  Partners,  Inc. at the
address  provided below so that Steel Partners will be aware of all instructions
given and can attempt to ensure that such instructions are followed.

         If you  have  any  questions  or  require  any  additional  information
concerning this Proxy Statement,  please contact MacKenzie Partners, Inc. at the
address set forth below.

                            MACKENZIE PARTNERS, INC.

                               105 Madison Avenue
                            New York, New York 10016
                          (212) 929-5500 (Call Collect)
                           proxy@mackenziepartners.com

                                       or
                          CALL TOLL FREE (800) 322-2885





                     PRELIMINARY COPY SUBJECT TO COMPLETION
                             DATED JANUARY 10, 2006

GREEN PROXY



                               NOVOSTE CORPORATION

                         SPECIAL MEETING OF SHAREHOLDERS

                      THIS PROXY IS SOLICITED ON BEHALF OF
                             STEEL PARTNERS II, L.P.

                  THE BOARD OF DIRECTORS OF NOVOSTE CORPORATION
                          IS NOT SOLICITING THIS PROXY

                                    P R O X Y


The undersigned  appoints Warren G.  Lichtenstein  and Jack Howard,  and each of
them, attorneys and agents with full power of substitution to vote all shares of
common  stock of Novoste  Corporation  ("Novoste"  or the  "Company")  which the
undersigned  would be  entitled  to vote if  personally  present at the  Special
Meeting of Shareholders of the Company scheduled to be held on _______,  2006 at
10:00 A.M. local time, at the Atlanta  Marriott  Gwinnett  Place,  1775 Pleasant
Hill Road, Duluth,  Georgia,  and including at any adjournments or postponements
thereof and at any meeting called in lieu thereof (the "Special Meeting").


The undersigned  hereby revokes any other proxy or proxies  heretofore  given to
vote or act with  respect to the shares of common  stock of the Company  held by
the  undersigned,  and hereby  ratifies and confirms all action the herein named
attorneys and proxies,  their  substitutes,  or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse  and in their  discretion  with  respect  to any  other  matters  as may
properly come before the Special  Meeting that are unknown to Steel Partners II,
L.P. a reasonable time before this solicitation.


IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE,  THIS
PROXY WILL BE VOTED AGAINST  PROPOSALS 3 AND 6 AND IN FAVOR OF PROPOSALS 1, 2, 4
AND 5.


This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Special Meeting.

         IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE





GREEN PROXY

   STEEL PARTNERS II, L.P. RECOMMENDS A VOTE FOR PROPOSALS 1, 2, 4, AND 5 AND
                       A VOTE AGAINST PROPOSALS 3 AND 6.


[X] PLEASE MARK VOTE AS IN THIS EXAMPLE


1.       ASSET SALE PROPOSAL.  Novoste's  proposal to approve the proposed asset
         sale  transaction  set forth in 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, among Novoste, Best Vascular, Inc., a Delaware
         corporation,   and  Best  Medical   International,   Inc.,  a  Virginia
         corporation,  pursuant to which Novoste will sell  substantially all of
         the assets related to its vascular brachytherapy (VBT) business to Best
         Vascular in exchange for the assumption of certain  liabilities related
         to the VBT business by Best Vascular.


                      FOR                  AGAINST                ABSTAIN
                      [ ]                    [ ]                    [ ]


2.       NAME CHANGE  PROPOSAL.  Novoste's  proposal to approve an  amendment to
         Novoste's  amended and restated articles of incorporation to change the
         name of the Company from "Novoste  Corporation"  to "NOVT  Corporation"
         (or, if that name is not available in Florida, to "NVTE Corporation").

                      FOR                  AGAINST                ABSTAIN
                      [ ]                    [ ]                    [ ]


3.       LIQUIDATION PROPOSAL. Novoste's proposal to approve and adopt a plan of
         dissolution  and  to  approve  the  transactions  contemplated  thereby
         pursuant to which  Novoste will be  dissolved  and  liquidated  and its
         remaining cash ultimately distributed to its shareholders.

                      FOR                  AGAINST                ABSTAIN
                      [ ]                    [ ]                    [ ]


4.       MINIMUM BOARD SIZE PROPOSAL. Novoste's proposal to approve an amendment
         to Novoste's  amended and restated articles of incorporation and fourth
         amended and  restated  bylaws to reduce the minimum  size of  Novoste's
         board of directors from six to three.

                      FOR                  AGAINST                ABSTAIN
                      [ ]                    [ ]                    [ ]





5.       ASSET SALE VOTE ADJOURNMENT PROPOSAL. Novoste's proposal to adjourn the
         Special Meeting to permit further  solicitation of proxies with respect
         to  the  proposal  to  approve  the  asset  sale  transaction  if  such
         adjournment proposal is presented by Novoste.

                     FOR                  AGAINST                ABSTAIN
                     [ ]                    [ ]                    [ ]


6.       LIQUIDATION VOTE ADJOURNMENT  PROPOSAL.  Novoste's  proposal to adjourn
         the Special  Meeting to permit  further  solicitation  of proxies  with
         respect to the  proposal to approve  and adopt the plan of  dissolution
         and  to  approve  the   transactions   contemplated   thereby  if  such
         adjournment proposal is presented by Novoste.

                     FOR                  AGAINST                ABSTAIN
                     [ ]                    [ ]                    [ ]





DATED: _____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN  SHARES  ARE HELD  JOINTLY,  JOINT  OWNERS  SHOULD  EACH  SIGN.  EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.