AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

Exhibit 4.8

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

               THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT is entered into effective this 3rd day of October, 2006 (this “Amendment No. 1”), by and among Cardiovascular Systems, Inc., a Minnesota Corporation (the “Company”) , ITX International Equity Corp., a Delaware corporation (“ITX”), and the Holders and Investors signatory hereto.

RECITALS

               WHEREAS, this Amendment No. 1 amends a Stockholders Agreement, dated July 19, 2006 (the “Stockholders Agreement”) by and between the Company and the “Holders”, “Investors”, and “Section 5 Holders” set forth on Schedule I thereto;

               WHEREAS, the Company has agreed to sell 350,263 shares of Series A Convertible Preferred Stock and a warrant to purchase up to 49,737 shares of Series A Convertible Preferred Stock to ITX in accordance with the terms of that certain Stock Purchase Agreement by and between the Company and ITX of even date herewith (the “Stock Purchase Agreement”);

               WHEREAS, Holders executing this Amendment No. 1 hold a majority of the Shares subject to the Stockholders Agreement; and

               WHEREAS, Investors executing this Amendment No. 1 hold a majority in interest of the shares of Common Stock issued or issuable to the Investors.

               NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment No. 1, the sufficiency of which is hereby acknowledged, the parties hereto agree as set forth below:

	1.		Defined Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Stockholders Agreement.
	2.		Schedule I is hereby amended to include ITX as an Investor as set forth below and ITX shall be deemed an Investor as that term is used in the Stockholders Agreement.

No. of Shares

No. of

of Series A

No. of Series

No. of Shares of

Option/Warrant

Preferred

A Warrant

Investor

Common Stock

Common Shares

Stock

Shares

ITX International Equity Corp.

0

0

350,263

49,737

000 X. Xx Xxxxxx Xxxx

Xxxxx 000

Xxxxxxxx Xxxx, XX 00000

3. This Amendment No. 1 may be executed in any number of original or facsimile counterparts, and each such counterpart hereof shall be deemed to be an original

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			instrument, but all such counterparts together shall constitute but one agreement. Any counterpart or other signature to this Amendment No. 1 that is delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery by such party of this Amendment No. 1.
	4.		Except as set forth herein, all other terms and conditions of the Stockholders Agreement remain the same.

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

	COMPANY CARDIOVASCULAR SYSTEMS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Chief Executive Officer and President

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

HOLDERS

APPLECREST PARTNERS LTD PARTNERSHIP
By:		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: General Partner
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
GDN HOLDINGS, LLC
By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Member
/s/ Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx, individually and as Trustee, Xxxxxxxx X. Xxxxxxxx Rev. Trust dtd 1/8/97, as amended
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx

XXXXXXXX FAMILY LIMITED PARTNERSHIP
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
SONORA WEB LIMITED LIABILITY PARTNERSHIP
By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title:
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, Ph. D.
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Ph.D.

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

		INVESTORS
		EASTON XXXX CAPITAL PARTNERS, L.P.
		By: EHC GP, L.P. its General Partner
		By: EHC GP, Inc., its General Partner
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: President
		EASTON CAPITAL PARTNERS, LP
		By: ECP GP, LLC
		By: ECP GP, Inc., its Manager
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: President

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

		INVESTORS
		MAVERICK FUND, L.D.C.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Managing Director
		MAVERICK FUND USA, LTD.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Managing Director
		MAVERICK FUND II, LTD.
		By:		Maverick Capital, Ltd.
				Its Investment Advisor
		By:		/s/ Xxxxxxx Xxxxxxx
				Name: Xxxxxxx Xxxxxxx
				Title: Managing Director

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

	INVESTORS MITSUI & CO. VENTURE PARTNERS II, L.P.
	By:	Mitsui & Co. Venture Partners, Inc.
		Its General Partner
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	President & CEO

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               IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Stockholders Agreement effective the date first written above.

	INVESTORS ITX INTERNATIONAL EQUITY CORP.
	By:	/s/ Takehito Jimbo
		Name:	Takehito Jimbo
		Title:	President and Chief Executive Officer

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