**Exhibit 10.3**

**SECONDAMENDMENT TO LEASE**

THIS AMENDMENT (“Amendment”)is made effective as of the 1st day of October, 2005, by and between **LIBERTY PROPERTY LIMITED PARTNERSHIP,**aPennsylvania limited partnership (hereinafter called “Landlord”), and **ev3 INC.,**a Delaware corporation(hereinafter called “Tenant”).

**BACKGROUND:**

A.                                   Landlord and Tenant are parties to thatcertain Lease dated as of May 3, 2002 (together with all amendments thereto,the “Lease”) for certain premises containing approximately 63,891 rentablesquare feet in the Building known as Nathan Lane Technology Center and havingan address of 4600 Nathan Lane, Plymouth, Minnesota.

B.                                     Tenant has requested an additional allowancefor leasehold improvements and Landlord has agreed to provide the allowance onthe 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:

I.                                         **Allowance**.  Landlordshall provide Tenant with an additional leasehold improvement allowance of upto $600,000 (the “Allowance”). The Allowance may only be used for leaseholdimprovements in and to the Premises, which improvements shall be consistent inquality and type with those leasehold improvements already in place. In noevent shall the Allowance be used for trade fixtures, equipment, furnishings orother removable personal property of Tenant. Any leasehold improvementsconstructed by Tenant in the Premises shall be constructed pursuant to plansand specifications approved by Landlord and by a general contractor approved byLandlord, which approval shall not be unreasonably withheld, conditioned ordelayed and shall otherwise be constructed in accordance with the provisions ofSections 9 and 10 of the Lease. All construction shall be done at Tenant’sexpense (provided that Tenant shall be reimbursed for the Allowance as setforth herein), in a good and workmanlike manner, and shall comply at the timeof completion with all Laws and Requirements. Tenant shall deliver to Landlordcopies of all certificates of occupancy, permits and licenses required to beissued by any authority in connection with Tenant’s construction. Draws againstthe Allowance shall be disbursed to Tenant by Landlord promptly (and in noevent later than thirty (30) calendar days) after submittal by Tenant toLandlord of evidence of the costs and expenses of the leasehold improvements,evidence of payment thereof by Tenant, and lien waivers from all persons supplyinglabor or materials to the leasehold improvements.

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TheAllowance may be disbursed in periodic draws, but no more frequently thanmonthly. If the costs and expenses of the leasehold improvements in and to thePremises exceed the Allowance, Tenant shall be solely responsible for paymentof any excess. In the event the budget for the leasehold improvements isestimated by Landlord and Tenant to exceed 125% of the Allowance, Tenant willeither (i) directly pay (without recourse to the Allowance), and provideLandlord lien waivers for, that portion of the construction costs sufficient tobring the remainder of the budgeted costs within the Allowance, or (ii) depositthe amount in excess of the Allowance with Landlord to be disbursed by Landlordafter the full disbursement of the Allowance, to insure that all constructionis completed lien free (any excess Tenant funds will be returned to Tenant uponcompletion of the project and full payment of the project costs).

2.                                       **Increase in Minimum Annual Rent**. In consideration of the Allowance, theMinimum 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 monthlyrent due October 1, 2005 and ending with (and including) the monthly rent dueOctober 1, 2009. The additional $15,752.10 per month amends Section 1(d) of theLease 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 |   |

 

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

3.                                       **Letter of Credit**.  Inconsideration of this Amendment, the step-down (reduction) dates with regard tothe letter of credit issued to Landlord pursuant to Section 35 of the Leaseshall be postponed by one-year (however, the conditions to each reduction asset forth in said Section 35 remain unaffected by this Amendment and continuein full force), so that the minimum amount of the letter of credit shall be asfollows:
| 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 |   |

 

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Landlord shall have noobligation to disburse any portion of the Allowance until Tenant has deliveredto Landlord an original amended or replacement letter of credit conforming tothe requirements of the Lease and the revised reduction schedule. Nothingcontained herein shall be construed as a release by Tenant of its entitlementto reduce the amount of the letter of credit and obtain a return by Landlord ofthe letter of credit to the Tenant in accordance with Section 35 of the Riderto the Lease.

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

5.                                       **Defined Terms**. All capitalizedterms used in this Amendment not separately defined herein shall have themeaning given them in the Lease.

6.                                       **Full Force and Effect**. All of theterms and conditions of the Lease not inconsistent with this Amendment shall remainunmodified and in full force and effect.

7.                                       **Counterparts**. This Amendment may beexecuted in counterparts and may be delivered by facsimile transmittal ofsigned original counterparts.

The parties haveexecuted 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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