Csi Minnesota 10-12G Registration of securities

Exhibit 4.8

AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT

               THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTis 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
700 E. El Camino Real
Suite 200
Mountain View, CA 94040

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

1

	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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

               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/ Michael J. Kallok
	Name:	Michael J. Kallok
	Title:	Chief Executive Officer and President

3

               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/ Gary M. Petrucci
	Name: Gary M. Petrucci
	Title: General Partner
/s/ Gary M. Petrucci
Gary M. Petrucci
/s/ James E. Flaherty
James E. Flaherty
GDN HOLDINGS, LLC
By:	/s/ Glen D. Nelson
	Name: Glen D. Nelson
	Title: Member
/s/ Geoffrey O. Hartzler
Geoffrey O. Hartzler, individually and as Trustee, Geoffrey O. Hartzler Rev. Trust dtd 1/8/97, as amended
/s/ Michael J. Kallok
Michael J. Kallok

LEHMKUHL FAMILY LIMITED PARTNERSHIP
By:	/s/ Larry A. Lehmkuhl
	Name: Larry A. Lehmkuhl
	Title:
/s/ Larry A. Lehmkuhl
Larry A. Lehmkuhl
/s/ Judith L. Flaherty
Judith L. Flaherty
SONORA WEB LIMITED LIABILITY PARTNERSHIP
By:	/s/ Roger J. Howe
	Name: Roger J. Howe
	Title:
/s/ Roger J. Howe
Roger J. Howe, Ph. D.
/s/ Robert J. Thatcher
Robert J. Thatcher
/s/ Cindy M. Setum
Cindy M. Setum, Ph.D.

4

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

INVESTORS
EASTON HUNT CAPITAL PARTNERS, L.P.
By: EHC GP, L.P. its General Partner
By: EHC GP, Inc., its General Partner
By:	/s/ John H. Friedman
	Name: John H. Friedman
	Title: President
EASTON CAPITAL PARTNERS, LP
By: ECP GP, LLC
By: ECP GP, Inc., its Manager
By:	/s/ John H. Friedman
	Name: John H. Friedman
	Title: President

5

               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/ Christy Wyskiel
	Name: Christy Wyskiel
	Title: Managing Director
MAVERICK FUND USA, LTD.
By:	Maverick Capital, Ltd.
	Its Investment Advisor
By:	/s/ Christy Wyskiel
	Name: Christy Wyskiel
	Title: Managing Director
MAVERICK FUND II, LTD.
By:	Maverick Capital, Ltd.
	Its Investment Advisor
By:	/s/ Christy Wyskiel
	Name: Christy Wyskiel
	Title: Managing Director

6

               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/ Koichi Ando
	Name:	Koichi Ando
	Title:	President & CEO

7

               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

8