Exhibit 10.5


03.30.06


FIRST
AMENDMENT TO LEASE


THIS
AMENDMENT (“Amendment”) is made effective as of the 6th day
of April 2006, 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 August 30, 2005 (the “Lease”) for certain premises
containing approximately 31,718 rentable square feet in the Building at 9600
54th Avenue North, Plymouth, Minnesota.


B.                                   Landlord and Tenant desire to amend the Lease
to expand the Premises as set forth below.


AMENDMENT:


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


1.                                     Expansion of Leased Premises. 
Commencing on April 1, 2006 (the “Effective Date”), the term “Premises”
as defined in Section 1(a) of the Lease is hereby amended to include the
additional space shown on attached Exhibit A consisting of approximately 5,138 rentable square feet (the “2006 Expansion Space”). Accordingly,
commencing on the Effective Date, the Premises will contain a total of
approximately 36,856 rentable square feet. Except as expressly provided in this
Agreement, the 2006 Expansion Space will be leased on all of the terms and
conditions of the Lease.


2.                                      Minimum
Annual Rent. Commencing on the
Effective Date, the monthly Minimum
Annual Rent for the entire Premises (including the 2006 Expansion Space) will be as follows:


	
  Period

  	
   

  	
  Expansion Space 

  Monthly Minimum 

  Annual Rent

  	
   

  	
  Total Monthly Minimum 

  Annual Rent

  	
   

  
	
  April 1 2006 -
  October 31, 2006

  	
   

  	
  $

  	
  3,189.84

  	
   

  	
  $

  	
  32,185.38

  	
   

  
	
  November 1,2006
  - October 31, 2007

  	
   

  	
  $

  	
  3,189.84

  	
   

  	
  $

  	
  32,910.27

  	
   

  
	
  November 1,2007
  - October 31, 2008

  	
   

  	
  $

  	
  3,285.54

  	
   

  	
  $

  	
  33,748.98

  	
   

  
	
  November 1,2008
  - October 31, 2009

  	
   

  	
  $

  	
  3,384.11

  	
   

  	
  $

  	
  34,609.13

  	
   

  
	
  November 1,2009 -
  February 28, 2010

  	
   

  	
  $

  	
  3,485.63

  	
   

  	
  $

  	
  35,491.28

  	
   

  



 


3.                                     Additional
Rent. Commencing on the Effective Date, Tenant’s Share as set forth in
Section 1(h) of the Lease shall be increased to 73.68%.











4.                                       Use. The limitation on maximum
square footage that can be used as office space set forth in Section 1(i) of
the Lease is increased from 18,324
rentable square feet to 22,123 rentable square feet effective as of the
Effective Date, subject to Tenant’s right to expand its office use pursuant to
the Interim Use Permit described in Section 30 of the Lease.


5.                                     As-Is Condition. Landlord will
deliver the 2006 Expansion Space to Tenant in its AS-IS condition, without any
obligation on Landlord’s part to provide any leasehold improvements or
leasehold improvement allowance.


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


7.                                     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.


8.                                     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

  	
   

  
	
   

  	
  Its: 

  	
  CFO

  	
   

  
	
   

  	
  Name: 

  	
  Patrick Spangler

  
	
   

  	
   

  	
   

  
	
   

  	
  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