Exhibit 10.3


SECOND
AMENDMENT TO LEASE


THIS AMENDMENT (“Amendment”)
is made effective as of the 1st 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 are parties to that
certain Lease dated as of May 3, 2002 (together with all amendments thereto,
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.                                     Tenant has requested an additional allowance
for leasehold improvements and Landlord has agreed to provide the allowance 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:


I.                                         Allowance.  Landlord
shall provide Tenant with an additional leasehold improvement allowance of up
to $600,000 (the “Allowance”). The Allowance may only be used for leasehold
improvements in and to the Premises, which improvements shall be consistent in
quality and type with those leasehold improvements already in place. In no
event shall the Allowance be used for trade fixtures, equipment, furnishings or
other removable personal property of Tenant. Any leasehold improvements
constructed by Tenant in the Premises shall be constructed pursuant to plans
and specifications approved by Landlord and by a general contractor approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed and shall otherwise be constructed in accordance with the provisions of
Sections 9 and 10 of the Lease. All construction shall be done at Tenant’s
expense (provided that Tenant shall be reimbursed for the Allowance as set
forth herein), in a good and workmanlike manner, and shall comply at the time
of completion with all Laws and Requirements. Tenant shall deliver to Landlord
copies of all certificates of occupancy, permits and licenses required to be
issued by any authority in connection with Tenant’s construction. Draws against
the Allowance shall be disbursed to Tenant by Landlord promptly (and in no
event later than thirty (30) calendar days) after submittal by Tenant to
Landlord of evidence of the costs and expenses of the leasehold improvements,
evidence of payment thereof by Tenant, and lien waivers from all persons supplying
labor or materials to the leasehold improvements.













The
Allowance may be disbursed in periodic draws, but no more frequently than
monthly. If the costs and expenses of the leasehold improvements in and to the
Premises exceed the Allowance, Tenant shall be solely responsible for payment
of any excess. In the event the budget for the leasehold improvements is
estimated by Landlord and Tenant to exceed 125% of the Allowance, Tenant will
either (i) directly pay (without recourse to the Allowance), and provide
Landlord lien waivers for, that portion of the construction costs sufficient to
bring the remainder of the budgeted costs within the Allowance, or (ii) deposit
the amount in excess of the Allowance with Landlord to be disbursed by Landlord
after the full disbursement of the Allowance, to insure that all construction
is completed lien free (any excess Tenant funds will be returned to Tenant upon
completion of the project and full payment of the project costs).


2.                                       Increase in Minimum Annual Rent. In consideration of the Allowance, the
Minimum Annual Rent for the Premises will be increased by $15,752.10 per month
(as set forth below), for the balance of the Term, commencing with the monthly
rent due October 1, 2005 and ending with (and including) the monthly rent due
October 1, 2009. The additional $15,752.10 per month amends Section 1(d) of the
Lease as follows going forward:


	
  PERIOD

  	
   

  	
  ANNUAL

  	
   

  	
  MONTHLY

  	
   

  
	
  10/1/05 –
  10/31/05

  	
   

  	
  N/A

  	
   

  	
  $

  	
  63,830.08

  	
   

  
	
  11/1/05 –
  10/31/06

  	
   

  	
  $

  	
  765,960.56

  	
   

  	
  $

  	
  63,830.08

  	
   

  
	
  11/1/06 –
  10/31/07

  	
   

  	
  $

  	
  794,711.88

  	
   

  	
  $

  	
  66,225.99

  	
   

  
	
  11/1/07 –
  10/31/08

  	
   

  	
  $

  	
  794,711.88

  	
   

  	
  $

  	
  66,225.99

  	
   

  
	
  11/1/08 – 10/31/09

  	
   

  	
  $

  	
  824,740.68

  	
   

  	
  $

  	
  68,728.39

  	
   

  



 


If
Landlord fails to fund the Allowance, or any portion thereof, the increase in
Minimum Annual Rent shall not be effective (or in the case of a partial funding
of the Allowance, the increase in Minimum Annual Rent shall be reduced
proportionately based on the unfunded portion of the Allowance); in such case,
Tenant shall be entitled to a refund from Landlord of any increase in Minimum
Annual Rent previously paid by Tenant under this Amendment in excess of the
reduced amount required to be paid by Tenant by virtue of a funding of less
than the entire Allowance.


3.                                       Letter of Credit.  In
consideration of this Amendment, the step-down (reduction) dates with regard to
the letter of credit issued to Landlord pursuant to Section 35 of the Lease
shall be postponed by one-year (however, the conditions to each reduction as
set forth in said Section 35 remain unaffected by this Amendment and continue
in full force), so that the minimum amount of the letter of credit shall be as
follows:


	
  DATE:

  	
   

  	
  REDUCE BY:

  	
   

  	
  AVAILABLE BALANCE:

  	
   

  
	
  11/1/05

  	
   

  	
  No Reduction

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  11/1/06

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $

  	
  400,000

  	
   

  
	
  11/1/07

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  11/1/08

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $

  	
  200,000

  	
   

  



 



 2
 









Landlord shall have no
obligation to disburse any portion of the Allowance until Tenant has delivered
to Landlord an original amended or replacement letter of credit conforming to
the requirements of the Lease and the revised reduction schedule. Nothing
contained herein shall be construed as a release by Tenant of its entitlement
to reduce the amount of the letter of credit and obtain a return by Landlord of
the letter of credit to the Tenant in accordance with Section 35 of the Rider
to the Lease.


4.                                       Waiver of Tenant’s Termination Right.
Provided that the Allowance is paid by Landlord, Section 34 of the Rider to
Lease [entitled, “Termination”] is hereby deleted and shall have no further
force or effect.


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


6.                                       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.


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


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


	
  

  	
  TENANT:

  
	
   

  	
  ev3
  Inc.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/Patrick D. Spangler

  	
   

  
	
   

  	
  Its: 

  	
  CFO

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD:

  
	
   

  	
  LIBERTY
  PROPERTY LIMITED

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Liberty
  Property Trust, its Sold General

  
	
   

  	
   

  	
   Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   By: 

  	
  /s/Robert L. Kiel

  	
   

  
	
   

  	
   

  	
   

  	
  Robert L. Kiel

  
	
   

  	
   

  	
   

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
  Regional
  Director

  
						



 



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