FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

Exhibit 10.3

FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

This FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT, is made and entered into as of February 24, 2004 (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 (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 OF AGREEMENT.  The Agreement is hereby amended as follows:

1.1                                 Section 5.1 of the Agreement is hereby amended by striking therefrom the word “third,” and replacing it with the word “fifth,” so that the expiration of the voting agreement shall be January 9, 2006.

2.                                       MISCELLANEOUS.

2.1                                 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).

2.2                                 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.

2.3                                 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.

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

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