FIRST AMENDMENT TO DISTRIBUTION AGREEMENT

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Exhibit 10.35

FIRST AMENDMENT TO
DISTRIBUTION AGREEMENT

        This First Amendment to Distribution Agreement, made effective December 31, 2004, is entered into between INVATEC S.r.l. (hereinafter referred to as "INVATEC") having a registered office at Via Martiri della Libertà 7, Roncadelle (BS), Italy, represented by its Chief Executive Officer, Mr. Andrea Venturelli,

         and

        ev3 Inc. (hereinafter referred to as "EV3") having a registered office at 4600 Nathan Lane, Plymouth Minnesota 55442, represented by its President and Chief Executive Officer, Mr. James M. Corbett,

        (INVATEC and EV3 are hereinafter also referred to as the "PARTIES")

and amends a certain Distribution Agreement among the PARTIES which became effective in June, 2004 (the "AGREEMENT").

        WHEREAS, the PARTIES have been performing as if the following terms and conditions were a part of the Agreement, having reached agreement on the terms through email and live discussion during November 2004; and

        WHEREAS, the PARTIES now wish to memorialize their agreement in a written modification to the AGREEMENT in order to clarify and modify certain provisions;

        NOW, THEREFORE, the PARTIES hereby agree as follows:

I.

Sections 1.2, 1.4, 1.16, and 6.3 of the AGREEMENT shall be deleted and replaced with the following:

1.2      "AGGREGATE MINIMUM ANNUAL VALUE OF PURCHASES" shall mean: the aggregate minimum value of orders of the PRODUCTS which EV3 must place during any twelve (12) months period for delivery in the same twelve (12) months period for delivery in the same twelve (12) months period, starting from the January 1, 2005;

1.4      "ANNUAL TARGETS" shall mean: the targeted orders per each group of PRODUCTS during any twelve (12) months period for delivery in the same twelve (12) months period for EV3 to reach, starting from January 1, 2005;

1.16    "MINIMUM ANNUAL VOLUME OF PURCHASES" shall mean: the minimum volume of orders per each group of PRODUCTS that EV3 must place during any twelve (12) months period for delivery in the same twelve (12) months period, starting from January 1, 2005;

6.3      It is agreed that the obligations set hereinabove under Articles 6.1 and 6.2 will become effective on January 1, 2005.

II.

Section 1.8 of the AGREEMENT (FIRST APPROVAL DATE), shall be deleted and left blank.

III.

The PARTIES agree that the EFFECTIVE DATE of the AGREEMENT shall be June 26, 2004. In addition, the first sentence of Section 11.1 shall be deleted, and replaced with the following:

The AGREEMENT shall come into force at the EFFECTIVE DATE and shall expire on December 31, 2007 (the "INITIAL TERM").

IV.

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V.

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Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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VI.

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VII.

The PARTIES agree that in connection with the modifications to the AGREEMENT, the refundable amount of the SIGN UP FEE described in Section 2.5 will be reduced by 200,000€/$240,000. In addition, the repayment of th