**Exhibit10.4**

April1, 2006

MatthewJenusaitis1123 Hampton CourtEncinitas, CA  92024

Dear Matthew:

We are thrilled you areconsidering employment with **ev3**!   As we discussed, **ev3** offers the unique opportunity for you to help us build asuccessful endovascular enterprise with a team of people committed to people,ideas and passion.  I also want you toknow that I am personally looking forward to working with you and having youmeet the rest of the team.

On behalf of **ev3**, I would like to extend the following job offer:
| 1.     | **Position:**              | President, Neurovascular Division                                                                                                                                                                                                                                                                                                                 |
|--------|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                 |                                                                                                                                                                                                                                                                                                                                              |
| 2.     | **Reporting to:**          | Jim Corbett                                                                                                                                                                                                                                                                                                                                       |
|   | ** **                 |                                                                                                                                                                                                                                                                                                                                              |
| 3.     | **Proposed Start Date:**   | April 3, 2006                                                                                                                                                                                                                                                                                                                                     |
|   | ** **                 |                                                                                                                                                                                                                                                                                                                                              |
| 4.     | **Compensation:**          | $290,000 annual salary, less withholdings for Federal,  FICA and State taxes, paid bi-weekly in accordance with **ev3**’s  normal payroll procedures. You will receive a salary and performance review  effective January 1, 2007.                                                                                                           |
|   | ** **                 |                                                                                                                                                                                                                                                                                                                                              |
| 5.     | **Performance Incentive:** | You will be eligible to participate in the **ev3**performance incentive program. While there is no  guarantee, your participation in the plan has been structured so that your  incentive target is 45% (pro rated upon start date). Actual payout will  depend upon achievement of established **ev3** goals.                                    |
|   | ** **                 |                                                                                                                                                                                                                                                                                                                                              |
| 6.     | **Stock Options:**         | Equity compensation is a planned part of our overall  compensation philosophy. **ev3**’s equity  program has been established commensurate with an employee’s level within the  organization. Subject to Board approval, you will receive 150,000 options at  the fair market value on the date of the grant by the Board of Directors. |

 

As an employee of **ev3** you will be eligible to participate in **ev3**’s benefitprograms in accordance with the terms of such plans and programs as in effectfrom time to time.   In addition, youwill be entitled to 20 days paid vacation per year accruing on a monthly basisfollowing start date.

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Upon acceptance of thisoffer of employment, the following documents need to be completed, signed andreturned in the enclosed postage-paid envelope:

1.               Pre-employmentDrug & Alcohol Screening Policy Acknowledgement and Consent Form forSubstance Abuse Testing

2.               Disclosureand Authorization for Consumer Report

3.               EmploymentAgreement

4.               Offer Letter

5.               New HireInformation Form

6.               JobDescription

Youwill be required to provide proof of your identity and authorization to work inthe United States as required by Federal immigration laws; please bring theproper original identification documents with you on your first day of work.  Feel free to contact Human Resources if youhave questions regarding the documents that are considered acceptable for thispurpose.

Thisoffer of employment is conditioned upon each of the following:  (i) your submitting to a drug test and**ev3** receiving a negative test result onthe drug test; (ii) your submitting to a background check and **ev3** receiving a satisfactory report on thebackground check; (iii) your proving your eligibility to work in the UnitedStates by way of completion of the I-9 Form; (iv) your representation to theCompany, as set forth in the Employment Agreement, that you are not bound byany commitments to third parties that would prevent you from accepting theposition described in the Employment Agreement; and (v) your execution of theenclosed Employment Agreement prior to commencing employment with **ev3**.

Pleasenote that the Employment Agreement includes non-compete, non-solicitation, andconfidentiality clauses, among others, which restrict you from engaging incertain activities during and after termination of your employment with **ev3**. I am sure you understand that these provisions are necessary to protect **ev3**’sinvestment in its confidential information, trade secrets, customerrelationships, and goodwill.

Matthew,we look forward to you joining our effort on a full time basis, and hope theopportunity will be mutually rewarding. I am looking forward to working with you and to having you meet the restof the team.  To confirm that you agreeto the terms stated in this letter, please sign and date both copies of thisletter and return them to me. Congratulations and welcome!
| Sincerely,        | Agreed,                |   |
|-------------------|------------------------|--------|
|              |                   |   |
| /s/ Jim Corbett   |                   |   |   |
|              |                   |   |
| Jim Corbett       | /s/ Matthew Jenusaitis |   | 4/3/06 |
| President and CEO | Matthew Jenusaitis     | Date   |
|                   |                        |        |  |  |

 

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