**Exhibit 10.2**

FIRST AMENDMENT TO LEASE

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

BACKGROUND:

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

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

**AMENDMENT:**

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

1.                                       **Parking Lot Expansion**. 

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

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

(c)                                  Tenant shall be responsible for the aggregateof all costs, expenses and fees incurred by or on behalf of Landlord inconnection with the Parking Improvements (the “Tenant’s Costs”), includingwithout limitation (i) architectural, engineering and design costs, (ii) allother costs incurred in

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connection with obtaining the necessary permits andapprovals, (iii) reasonable attorneys’ fees incurred in connection with thepreparation and negotiation of agreements, easements, consents and otherdocumentation necessary or appropriate 10 the Parking Improvements, includingthis Amendment, (iv) the cost charged to Landlord by Landlord’s generalcontractor and all subcontractors for performing such construction, (v) thecost to Landlord of performing directly any portion of such construction and (vi) an administrative andconstruction management fee rot Landlord’s supervision of such construction inan amount equal to four percent (4%) of the aggregate costs incurred by or onbehalf 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’sreceipt of each invoice from Landlord for Tenant’s Costs. At Tenant’s request,Landlord shall provide Tenant copies of invoices, contracts or other reasonablesupporting documentation from itscontractors, suppliers and other vendors documenting those Tenant’s Costs forwhich 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 noobligation to pay more than $350,000 (the “Cap”) toward Tenant’s Costs unlessTenant agrees in writing to pay the excess. Landlord has no obligation to incurcosts and expenses in excess of the Cap absent such written agreement by Tenantto cover the excess. If after the date hereof Landlord gains knowledge thatleads Landlord to believe that the Tenant’s Costs will exceed the Cap, whetherbecause of soil conditions discovered during the course of construction or otherwise, Landlord shall sonotify Tenant and consult with Tenant regarding Tenant’s Costs. In such eventLandlord shall have no obligation to continue with the construction of theParking Improvements unless Tenant agrees in writing to cover the Tenant’sCosts in excess of the Cap. Absent such agreement, Landlord shall have theright to cease construction, and in such event Tenant shall reimburse Landlordfor all Tenant’s Costs incurred by Landlord through that date, together withall additional out-of- pocket costs and expenses reasonably incurred byLandlord in connection with the cessation of the project and any restorationwork Landlord reasonably deems necessary or advisable.

2.                                       **Exclusive****Use****.** Tenantshall have the exclusive use, for parking purposes, of the expansion parkingarea constructed pursuant to this Amendment for the Lease Term. Landlord shallnot permit any other tenant or party to park in the parking area expandedpursuant to this Amendment for the Lease Term.

3.                                       **Operating Expenses**. Section 1(c) of the Lease notwithstanding, Tenant shall he responsiblefor 100% of the Annual Operating Expenses related to the expansion parkingarea.

4.                                       **Defined Terms**.  Allcapitalized terms used in this Amendment not separately defined herein shallhave the meaning given them in the Lease.

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5.                                       **Full Force and Effect**.  Allof the terms and conditions of the Lease not inconsistent with this Amendmentshall remain unmodified and in full force and effect.

6.**                                      ****Counterparts****.**This Amendment may be executed incounterparts and may be delivered by facsimile transmittal of signed originalcounterparts.

The parties have executedthis 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 |

 

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