Exhibit 10.3


SECOND
AMENDMENT TO SHAREHOLDERS AGREEMENT


This SECOND
AMENDMENT TO SHAREHOLDERS AGREEMENT, is made and entered into as of April 6,
2006 (this “Amendment”), by and between Edwards Lifesciences Corporation, a
Delaware corporation (“Edwards”), and PLC Systems Inc., a Yukon Territory
corporation (“PLC”). Certain capitalized
terms used herein have the meanings ascribed to them in the Agreement (defined
below).


RECITALS


WHEREAS, the
parties hereto have previously entered into a Shareholders Agreement, dated as
of January 9, 2001, by and between Edwards and PLC and as amended by the
First Amendment to Shareholders Agreement dated February 24, 2004 (the “Agreement”);
and


WHEREAS, the
parties hereto desire to amend certain provisions of the Agreement pursuant to Section 9.9
thereof.


AGREEMENT


NOW, THEREFORE, in
consideration of the foregoing and the respective covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


1.                                       AMENDMENT
TO SECTION 1.1 OF THE AGREEMENT. Section 1.1 of the Agreement is
hereby amended by deleting the definitions of “APPLICABLE LAW” and “EDWARDS
DESIGNEE.”


2.                                       AMENDMENT
TO SECTION 2.1 OF THE AGREEMENT. Section 2.1 of the Agreement is
hereby deleted in its entirety and the following Section 2.1 is inserted
in place thereof:


THE PLC BOARD OF DIRECTORS. PLC hereby agrees to take, at any time and
from time to time, all action necessary and within its power such that the PLC
Board shall consist of not more than ten directors.


3.                                       AMENDMENT
TO SECTION 2.2 OF THE AGREEMENT. Section 2.2 of the Agreement is
hereby deleted in its entirety and the following Section 2.2 is inserted
in place thereof:


GENERAL COVENANT TO VOTE. PLC agrees to take all actions necessary at
any time or from time to time to call, or to cause its subsidiaries or the
appropriate officers or directors of its subsidiaries to call, one or more
annual meetings of shareholders of its subsidiaries and to vote all securities
Beneficially Owned or over which control or direction is exercised by PLC at
any such annual meeting in favor of, or to consent by









 



written consent in lieu of any such meeting to, the taking of any
action  required by or to effect the
intent of this Agreement.


4.                                       AMENDMENT
TO SECTION 5.1 OF THE AGREEMENT. Section 5.1 of the Agreement is
hereby amended by striking therefrom the word “fifth,”
and replacing it with the word “sixth,” so that
the expiration of the voting agreement shall be January 9, 2007.


5.                                       AMENDMENT
TO SECTION 6.2(F) OF THE AGREEMENT. Section 6.2(f) of
the Agreement is hereby deleted in its entirety and the following Section 6.2(f) is
inserted in place thereof:


So long as Edwards and its Affiliates Beneficially Own at least 5% of
the PLC Common Shares outstanding on a fully diluted basis, PLC shall use its
best efforts to ensure that a majority of the Board of Directors is comprised
of directors other than U.S. Shareholder-Appointed Directors, unless previously
approved in writing by Edwards so long as it holds Equity Securities.


6.                                       MISCELLANEOUS.


6.1                                 Governing
Law. This Amendment shall be governed by, interpreted under, and construed
in accordance with the internal laws 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 Laws and Rules 327(b).


6.2                                 Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall
be deemed an original and all of which shall, taken together, be considered one
and the same amendment, it being understood that the parties need not sign the
same counterpart.


6.3                                 Severability.
In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the parties shall negotiate in
good faith with a view to the substitution therefore of a suitable and
equitable solution in order to carry out, so far as may be valid 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 of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


6.4                                 Ratification
and Reaffirmation. Except as otherwise expressly provided herein, the
Agreement remains in full force and effect unamended, and all



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of the terms and provisions of the Agreement, as modified by this
Amendment, are hereby ratified and reaffirmed by Edwards and PLC. All
references to the Agreement contained in the Agreement shall mean the Agreement
as modified hereby.


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IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed and
delivered, 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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