**Exhibit 10.3**

 

**FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT**

 

This FIRSTAMENDMENT TO SHAREHOLDERS AGREEMENT, is made and entered into as of February24, 2004 (this “Amendment”), by and between Edwards Lifesciences Corporation, aDelaware corporation (“Edwards”), and PLC Systems Inc., a Yukon Territorycorporation (“PLC”).  *Certain capitalized terms used herein have themeanings ascribed to them in the Agreement (defined below).*

 

**RECITALS**

 

WHEREAS, the parties hereto have previouslyentered into a Shareholders Agreement, dated as of January 9, 2001, by andbetween Edwards and PLC (the “Agreement”); and

 

WHEREAS, theparties hereto desire to amend certain provisions of the Agreement pursuant toSection 9.9 thereof.

 

**AGREEMENT**

 

NOW,THEREFORE, in consideration of the foregoing and the respective covenants andagreements set forth herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties heretoagree as follows:

 

1.                                       AMENDMENTOF AGREEMENT.  The Agreement ishereby amended as follows:

 

1.1                                 Section5.1 of the Agreement is hereby amended by striking therefrom the word “*third,*” and replacing it with the word “*fifth,*” so that the expiration of thevoting agreement shall be January 9, 2006.

 

2.                                       MISCELLANEOUS.

 

2.1                                 GoverningLaw.  This Amendment shall begoverned by, interpreted under, and construed in accordance with the internallaws of the State of New York, including, without limitation, Sections 5-1401,5-1402 of the New York General Obligations Law and New York Civil Practice Lawsand Rules 327(b).

 

2.2                                 Counterparts.  This Amendment may be executed in two ormore counterparts, each of which shall be deemed an original and all of whichshall, taken together, be considered one and the same amendment, it beingunderstood that the parties need not sign the same counterpart.

 

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2.3                                 Severability.  In the event that any one or more of theprovisions contained herein, or the application thereof in any circumstances,is held invalid, illegal or unenforceable in any respect for any reason, theparties shall negotiate in good faith with a view to the substitution thereforeof a suitable and equitable solution in order to carry out, so far as may bevalid and enforceable, the intent and purpose of such invalid provision; *provided, however*, that the validity,legality and enforceability of any such provision in every other respect and ofthe remaining provisions contained herein shall not be in any way impairedthereby, it being intended that all of the rights and privileges of the partieshereto shall be enforceable to the fullest extent permitted by law.

 

2.4                                 Ratificationand Reaffirmation.  Except asotherwise expressly provided herein, the Agreement remains in full force andeffect unamended, and all of the terms and provisions of the Agreement, asmodified by this Amendment, are hereby ratified and reaffirmed by Edwards andPLC.  All references to the Agreementcontained in the Agreement shall mean the Agreement as modified hereby.

 

*Remainder of the page intentionally leftblank.*

 

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IN WITNESSWHEREOF, the parties have caused this Amendment to be duly executed anddelivered, all as of the date first set forth above.

 

 
|   | EDWARDS LIFESCIENCES CORPORATION |
|--------|----------------------------------|
|   |                             |   |
|   |                             |   |
|   | By:                              |   | /s/John H. Kehl, Jr. |   |
|   | Name:                            | John H. Kehl, Jr. |
|   | Title:                           | Corporate Vice President,  Strategy and Business Development |
|   |                             |   |
|   |                             |   |
|   | PLC SYSTEMS INC.                 |
|   |                             |   |
|   |                             |   |
|   | By:                              |   | /s/James G. Thomasch |   |
|   | Name:                            | James G. Thomasch |
|   | Title:                           | Senior Vice President &  Chief Financial Officer |
|        |                                  |  |  |  |  |  |

 

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