AMENDMENT 2 TO DISTRIBUTOR AGREEMENT

Exhibit 10.6

FN 8958.1561
SN:03
A/P Ref: 75092.03

AMENDMENT #2 TO DISTRIBUTOR AGREEMENT

This AMENDMENT is made and entered into this 9th day of March, 2006, by and between Medtronic, Inc. (“ Medtronic ”) and VNUS Medical Technologies, Inc. (“ VNUS ”).

WHEREAS , Medtronic and VNUS are parties to a Distributor Agreement, dated January 20, 2006 (the “Distributor Agreement”) as amended by Amendment #1 on January 20, 2006;

WHEREAS , Medtronic and VNUS wish to amend certain sections of the Distributor Agreement to properly add certain omitted products to the list of products supplied by Medtronic to VNUS under the Distributor Agreement.

THEREFORE, the parties agree as follows:

1. SCHEDULE 1.2, U-CLIP Ô PRODUCTS shall be amended by adding the following Products:

U-CLIP Ô Anastomotic Devices

All U-CLIP Ô 2-pack configurations are shipped as 24 packs per carton, all 8-pack configurations are shipped as 18 packs per carton.