Exhibit 10.2


FIRST AMENDMENT TO LEASE


THIS AMENDMENT (“Amendment”)
is made effective as of the 17th day of October 2005, by and between LIBERTY
PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (hereinafter
called ‘Landlord’), and ev3, INC., a Delaware corporation (hereinafter called “Tenant”),


BACKGROUND:


A.                                   Landlord and Tenant arc parties to that
certain Lease dated as of May 3, 2002 (the “Lease”) for certain premises
containing approximately 63,891 rentable square feet in the Building known as
Nathan Lane Technology Center and having an address of 4600 Nathan Lane,
Plymouth, Minnesota.


B.                                     At Tenant’s request. Landlord has agreed to
expand the parking lot serving the Property on the terms and conditions set forth in this Amendment.


AMENDMENT:


Now therefore, for good and
valuable consideration, the receipt and legal sufficiency of’ which the parties
acknowledge, the parties agree as follows:


1.                                       Parking Lot Expansion. 


(a)                                  Landlord and Tenant hereby approve the plans
for the expanded parking lot and related improvements (the “Parking
Improvements”) attached to this Amendment as Exhibit “A”
(the “Plans”). Landlord shall secure from the Contractor performing the Parking
Improvements for the benefit of the Landlord and the Tenant a warranty that the
Parking Improvements will be of good quality free from defects for a period of
I (one) year and suitable for the intended uses.


(b)                                 Subject to the issuance of all necessary
permits and approvals, Landlord shall complete the Parking Improvements, at Tenant’s
expense, in accordance with the Plans. The target completion date for the
Parking Improvements is November 30, 2005, subject to extension for delays due
to weather or any other cause beyond the reasonable control of Landlord or
Landlord’s contractors or suppliers.


(c)                                  Tenant shall be responsible for the aggregate
of all costs, expenses and fees incurred by or on behalf of Landlord in
connection with the Parking Improvements (the “Tenant’s Costs”), including
without limitation (i) architectural, engineering and design costs, (ii) all
other costs incurred in











connection with obtaining the necessary permits and
approvals, (iii) reasonable attorneys’ fees incurred in connection with the
preparation and negotiation of agreements, easements, consents and other
documentation necessary or appropriate 10 the Parking Improvements, including
this Amendment, (iv) the cost charged to Landlord by Landlord’s general
contractor and all subcontractors for performing such construction, (v) the
cost to Landlord of performing directly any portion of such construction and (vi) an administrative and
construction management fee rot Landlord’s supervision of such construction in
an amount equal to four percent (4%) of the aggregate costs incurred by or on
behalf of Landlord in connection with such construction.


(d)                               Tenant shall pay Tenant’s Costs to Landlord,
as and when incurred by Landlord, within 10 business days after Tenant’s
receipt of each invoice from Landlord for Tenant’s Costs. At Tenant’s request,
Landlord shall provide Tenant copies of invoices, contracts or other reasonable
supporting documentation from its
contractors, suppliers and other vendors documenting those Tenant’s Costs for
which Landlord is then seeking payment from Tenant. Based on the best information currently available to Landlord,
Landlord estimates that Tenant’s Costs will not exceed $350,000. Tenant has no
obligation to pay more than $350,000 (the “Cap”) toward Tenant’s Costs unless
Tenant agrees in writing to pay the excess. Landlord has no obligation to incur
costs and expenses in excess of the Cap absent such written agreement by Tenant
to cover the excess. If after the date hereof Landlord gains knowledge that
leads Landlord to believe that the Tenant’s Costs will exceed the Cap, whether
because of soil conditions 

discovered during the course of construction or otherwise, Landlord shall so
notify Tenant and consult with Tenant regarding Tenant’s Costs. In such event
Landlord shall have no obligation to continue with the construction of the
Parking Improvements unless Tenant agrees in writing to cover the Tenant’s
Costs in excess of the Cap. Absent such agreement, Landlord shall have the
right to cease construction, and in such event Tenant shall reimburse Landlord
for all Tenant’s Costs incurred by Landlord through that date, together with
all additional out-of- pocket costs and expenses reasonably incurred by
Landlord in connection with the cessation of the project and any restoration
work Landlord reasonably deems necessary or advisable.


2.                                       Exclusive Use.  Tenant
shall have the exclusive use, for parking purposes, of the expansion parking
area constructed pursuant to this Amendment for the Lease Term. Landlord shall
not permit any other tenant or party to park in the parking area expanded
pursuant to this Amendment for the Lease Term.


3.                                       Operating Expenses. 
Section 1(c) of the Lease notwithstanding, Tenant shall he responsible
for 100% of the Annual Operating Expenses related to the expansion parking
area.


4.                                       Defined Terms.  All
capitalized terms used in this Amendment not separately defined herein shall
have the meaning given them in the Lease.











5.                                       Full Force and Effect.  All
of the terms and conditions of the Lease not inconsistent with this Amendment
shall remain unmodified and in full force and effect.


6.                                       Counterparts. This Amendment may be executed in
counterparts and may be delivered by facsimile transmittal of signed original
counterparts.


The parties have executed
this First Amendment as of the date stated above.


	
  

  	
  TENANT:

  
	
   

  	
  ev3
  Inc.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Patrick D.
  Spangler

  	
   

  
	
   

  	
   

  	
       Patrick
  D. Spangler

  	
   

  
	
   

  	
  Its: 

  	
  CFO

  	
   

  



 


	
  

  	
  LANDLORD:

  
	
   

  	
  LIBERTY
  PROPERTY LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Liberty Property Trust, its Sole General

  
	
   

  	
   

  	
   Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   By: 

  	
  /s/Robert L.
  Kiel

  	
   

  
	
   

  	
   

  	
   

  	
  Robert L. Kiel

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
  Regional
  Director