**Exhibit10.5**

**EMPLOYMENT AGREEMENT**

This Employment Agreement (“Agreement”) is made effectiveas of April 03, 2006 (the “Effective Date”), by and between ev3 Inc. (“Company”), having a principal place of business at 9600 54th Avenue North, Plymouth, MN 55442,****and MatthewJenusaitis (“Employee”), having an address of 1123 Hampton Court, Encinitas, CA 92024.

**WHEREAS**, Company is aleading global medical device company focused on catheter-based, orendovascular, technologies for the minimally invasive treatment of vasculardiseases and disorders and desires to employ Employee on the terms and subjectto the conditions set forth herein.

**WHEREAS**, Company hasexpended considerable time, effort and resources in the development of certainconfidential, proprietary, and trade secret protected information, which mustbe maintained as confidential in order to ensure the success of Company’sbusiness;

**WHEREAS**, Company hasexpended considerable funds, time, effort, and resources in the development ofits customer goodwill and recruiting and training its workforce, which alsomust be maintained in order to ensure the success of Company’s business; and

**WHEREAS**, by virtue ofEmployee’s employment with Company, Employee will be performing services in aconfidential capacity and will be acquiring knowledge about Company’s valuableconfidential and technical information, its trade secrets, customer goodwill,and its highly trained workforce and Company desires reasonable protection ofits confidential business and technical information, its trade secrets,customer goodwill, and its highly trained workforce.

**NOW THEREFORE**, inconsideration of the covenants and promises contained herein, and of Employee’sat-will employment by Company, the compensation and benefits received byEmployee from Company, and the access given Employee to Company’s Confidentialand Proprietary Information, as defined below, all of which Employeeacknowledges are good and valuable consideration for Employee entering intothis Agreement and for the restrictions imposed in Employee’s current andpost-employment activities under this Agreement, the parties hereto agree asfollows:

**1.****                                     ****Employment****.**

**1.01****.****                    **Position. Company hereby employs Employee in the position described in Employee’soffer letter, with such specific duties, responsibilities, and powers asCompany may from time to time prescribe.

**1.02****.****                    **Best Efforts. Employee covenants and agrees that, at alltimes during the term of this Agreement, Employee shall devote Employee’sfull-time, best efforts to the duties assigned to Employee by Company. Employeefurther covenants and agrees that Employee will not, directly or indirectly,engage or participate in any activities at any time during the term of thisAgreement in conflict with the best interests of Company.

**2.****                                     ****Compensation and Benefits****.**

**2.01****.****                    **Hourly Compensation. Company shall pay Employee compensation atthe rate set forth in Employee’s offer letter,**lessapplicable tax withholdings, paid semi-monthly in accordance with Company’s normal payroll practices. Company mayadjust Employee’s hourly compensation

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periodicallyaccording to its payroll policies, which presently provide for a salary revieweffective January 1 of each year.

**2.02****.****                    **Benefits. Employee shall be entitled to participate in Company’s employee benefitprograms in accordance with the terms of such plans and programs as in effectfrom time to time.

**3.****                                     ****Term and Termination****.**

**3.01****.****                    **At-Will Employment. The term of Employee’s employment underthis Agreement shall commence on the Start Date set forth in Employee’s offerletter and continue until terminated as hereinafter provided. Employeeunderstands and agrees that employment with Company is at-will and is notguaranteed for any specified duration.

**3.02****.****                    **TerminationWith or Without Cause. Employee acknowledges and agrees thatEmployee’s employment may be terminated by Company or Employee at any time,with or without cause, with or without notice, and for any reason. Depending onthe circumstances, but only in the case of a without cause termination, some severancemay be offered in the sole discretion of the Company.

**3.03****.****                    **Payment upon Termination. In the event of a termination of Employee’semployment for any reason, Employee shall be entitled to compensation to thedate of termination, but Company shall not be obligated to make any furtherpayments after the date of termination.

**4.****                                     ****Employee’s Representations andDuties****.**

**4.01****.****                    **Company. Solely forpurposes of Articles 4, 5, 6, 7, 8, 9 and 10 of this Agreement, “Company”includes Company, its parent, subsidiary, and affiliated companies, and theirsuccessors and assigns.

**4.02****.****                    **No Conflicts. Employee represents and warrants to Companythat Employee is not currently subject to any non-competition, confidentiality,or any other type of agreement or other obligation with any third party(including but not limited to any former employer) that would prohibit Employeefrom accepting this position with Company, conflict with Employee’s obligationsunder this Agreement, or in any way restrict or impair Employee’s ability toperform the full scope of duties and responsibilities Employee is expected toperform for Company, except as Employee has disclosed to the Company prior toaccepting this offer of employment with Company. Regarding such disclosuresthat have been discussed with the Company, Company agrees to pay the costs ofreasonable attorney’s fees and expenses in defense of any claim that may bebrought against Employee for any alleged breach of any alleged obligations, andto reimburse Employee for any monetary settlement payments that might resultfrom such claim.

**4.03****.****                    **Compliance with Company Policies. Employee shall, at all times, comply withall policies, rules, and procedures of Company, which include, but are notlimited to, Company’s Code of Conduct, Corporate Compliance Policy, and InsiderTrading Policy.

**4.04****.**                     Duty of Loyalty. In allaspects of Employee’s employment with Company, Employee shall act in the utmostgood faith, deal fairly with Company, and fully disclose to Company allinformation that Company might reasonably consider to be important or relevantto Company’s business.  Employee further agrees that during employment byCompany, Employee shall not engage in any conduct that might result in, orcreate the appearance of using Employee’s

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positionfor Employee’s private gain, or otherwise create a conflict of interest, or theappearance of a conflict of interest, with Company. Such prohibited conductincludes, but is not limited to, having an undisclosed financial interest inany vendor or supplier of Company, accepting payments of any kind or giftsother than of a nominal value from vendors, customers, or suppliers, or havingan undisclosed relationship with a family member or other individual who isemployed by any entity in active or potential competition with Company, andwhich creates a conflict of interest. While employed at Company, Employee shallnot establish, operate, participate in, advise, or assist to establish in anymanner whatsoever any business, that could or would be in competition withCompany’s business, and Employee shall not take any preliminary or preparatorysteps toward establishing or operating such a business. Notwithstanding theforegoing, Employee may own less than two percent (2%) of any class of stock orsecurity of any company that competes with Company listed on a nationalsecurities exchange.

**4.05****.**                     E-Mail Messagesand Internet Usage. Employee acknowledges and agrees that all e-mailmessages that Employee produces, sends, or receives while at Company facilitiesor using Company equipment are the property of Company. Employee alsoacknowledges and agrees that Company may monitor and inspect all such messagesand also may monitor and control the communications that Employee initiates orreceives through the Internet while at Company facilities and while usingCompany equipment in any location. Employee acknowledges that Employee has noright to or expectation of privacy in such communications. Employee agrees tocooperate with Company in its implementation of such security and controlmeasures as it may implement from time to time with respect to e-mail andInternet communications and shall take all reasonable precautions to ensurethat the confidentiality of any such communications containing Confidential andProprietary Information, as defined below, is maintained. Employee also agreesthat the Internet may not be used for the transmission or intentional receptionof obscene, scandalous, offensive, or otherwise inappropriate materials, andthat Employee will comply with all Company policies regarding appropriate useof the Internet and e-mail.

**5.****                                     ****Nondisclosure of Confidential and Proprietary Information****.**

**5.01****.****                    **Definition ofConfidential and Proprietary Information. “Confidential andProprietary Information” means any and all information, whether oral, written,or committed to Employee’s memory, that is not generally known by persons notemployed by, or parties to contracts with, Company, whether prepared by Companyor Employee, including but not limited to:

(a)                                  Inventions,designs, discoveries, works of authorship, improvements, or ideas, whether ornot patentable or copyrightable, methods, processes, techniques, shoppractices, formulae, compounds, or compositions developed or otherwisepossessed by Company;

(b)                                 the subject matterof Company’s patents, design patents, copyrights, trade secrets, trademarks,service marks, trade names, trade dress, manuals, operating instructions, andother intellectual property to the extent that such information is unavailableto the public;

(c)                                  Company’sinformation, knowledge, or data concerning its financial data, includingfinancial statements and projections, pricing information, costs, sales,budgets, and profits; business plans such as products and services underdevelopment, clinical trials, proposals, presentations, potential acquisitionsunder consideration, and marketing strategies; manufacturing processes;organizational structures, such as

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names of employees,consultants, and their positions and compensation schedules; customer informationsuch as surveys, customer lists, lists of prospective customers, customerresearch, customer meetings, customer account records, sales records, trainingand servicing materials, programs, techniques, sales, and contracts; supplierand vendor information including lists and contracts; relational data models,company manuals and policies, computer programs, software, disks, source code,systems architecture, blue prints, flow charts, and licensing agreements;and/or

(d)                                 any documentmarked “Confidential”, or any information that Employee has been told is “Confidential”or that Employee might reasonably expect Company would regard as “Confidential,”or any information that has been given Company in confidence by customers,suppliers, or other persons.

**5.02****.**                     ConfidentialityObligations. Employee agrees to hold all Confidential andProprietary Information in the strictest confidence both during Employee’semployment relationship with Company and after Employee’s employmentrelationship with Company is voluntarily or involuntarily terminated for anyreason. To this end, Employee shall:

(a)                                  not make, orpermit or cause to be made, copies of any Confidential and ProprietaryInformation, except as necessary to carry out Employee’s duties as prescribedby Company;

(b)                                 not disclose orreveal any Confidential and Proprietary Information, or any portion thereof, toany person or company who is not under a legal or contractual obligation toCompany to hold such information confidential;

(c)                                  take allreasonable precautions to prevent the inadvertent disclosure of anyConfidential and Proprietary Information to any unauthorized person;

(d)                                 acknowledgethat Company is the owner of all Confidential and Proprietary Information andagree not to contest any such ownership rights of Company, either during orafter Employee’s employment with Company; and

(e)                                  upontermination of employment with Company or upon request by Company, deliverpromptly to Company all Confidential and Proprietary Information and allCompany documents and property, whether confidential or not, including, withoutlimitation, all books, manuals, records, reports, notes, contracts, lists,blueprints, programs, databases, and other documents or materials, whether inhard copy, electronic, or other form, including copies thereof, whetherprepared by Employee or Company, and all equipment furnished to Employee in thecourse of or incident to employment, including any laptop computer and all datacontained on such computer.

**5.03****.****                    **Obligations toThird Parties. Employee understands and acknowledges that Company has a policy prohibiting thereceipt or use by Company of any confidential information or trade secretprotected information in breach of Employee’s obligations to third parties andCompany does not desire to receive any confidential information under suchcircumstances. Accordingly, Employeewill not disclose to Company oruse in the performance of any duties for Company any confidential information in breach of an obligation toany third party. Employee represents that Employee has informed Company, inwriting, of any restriction on Employee’s use of a third party’s confidential information that conflicts with anyobligations under this Agreement.

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**6.**                                      **Non-Competition**.

**6.01****.****                    **Post-EmploymentRestrictions. Employee agrees that for a period of one (1) yearfollowing Employee’s termination or separation from employment with Company forany reason, voluntary or involuntary, Employee shall not directly or indirectly(including without limitation as an officer, director, employee, advisor,consultant, or otherwise), render services to any person or entity inconnection with the design, development, manufacture, marketing, or sale of aCompetitive Product, as defined below, that is sold or intended for use or salein any geographic area in which Company markets or intends to market any of itsproducts. It is agreed that Employee is free to work for a competitor ofCompany, provided that:  (i) suchemployment does not include any responsibilities for, or in connection with, aCompetitive Product for the one-year period of the restriction contained inthis Paragraph 6.01; and (ii) Employee has not assumed a position with acompetitor that would lead to the inevitable disclosure of Company’s tradesecrets or Confidential and Proprietary Information.

**6.02****.****                    **Field SalesRestrictions. If Employee’s only responsibilities for Company during the last twoyears of employment have been in a field sales or field sales managementcapacity, the restrictions in Paragraph 6.01 above shall be for a periodof one year in the sales territory or territories Employee covered orsupervised for all or part of the last year of employment and/or for anycustomers Employee had direct or indirect contact with, within or outside ofthe sales territory, for all or part of the last year of employment.

**6.03****.****                    **Definition ofCompetitive Product. “Competitive Product” means any product orcomponent thereof, product line, or service that has been designed or is beingdesigned, developed, manufactured, marketed, or sold by anyone other thanCompany and is: (i) of the same general type, (ii) performs similar functions,and/or (iii) is used for the same or similar purposes, and/or to achievesimilar results, as a Company product.

**6.04****.****                    **Disclosure ofObligations. During the restrictive period set forth in this Article6, Employee will inform any new employer or prospective employer, prior toaccepting employment, of the existence of this Agreement and provide suchemployer with a copy of this Agreement.

**6.05****.****                    **Acknowledgment of Company Efforts. Employeeacknowledges that Company has many near-permanent customers throughout theworld to which Employee has access.  These include customers that Companydeveloped as a result of many years of significant efforts and significantfinancial investments by Company.

**6.06****.****                    **Acknowledgmentof Reasonableness. Employee acknowledges and agrees that therestrictions contained in this Article 6 are reasonable as to time,area, and persons and are necessary to protect the legitimate businessinterests of Company and to avoid disruption of Company’s business. In thatconnection, Employee further acknowledges that Company’s business is worldwidein geographic scope and that its business is conducted, in part, over theworldwide web.

**6.07****.**Consideration. Employee acknowledges and agrees that Employee has receivedconsideration in exchange for signing this Agreement and that Employee wasadvised of, and presented with, a copy of this Agreement prior to acceptingemployment with Company.

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**7.****                                      Post-EmploymentRestriction on Recruiting or Hiring Company Employees.**

**7.01****.****                    **Acknowledgment ofTraining Efforts. Employee acknowledgesthat Company has expended considerable time and effort in recruiting andtraining its employees, many of whom are accomplished professionals.

**7.02****.****                    **No Recruiting ofCompany Employees. Employee hereby agreesthat, during Employee’s employment by Company and for a period of one (1) yearfollowing the termination or separation from employment with Company, for anyreason, voluntary or involuntary, Employee shall not, directly or indirectly,hire or recruit any employees of Company. This restriction shall not apply ifEmployee is a CEO of another company and has no knowledge/indication of thatother company’s hire of a Company employee, and no knowledge of the possibilityof that particular hire.

**8.****                                     ****Inventions****.**

**8.01****.****                    **Definition of Inventions. “Inventions” means anyinventions, discoveries, improvements, and ideas, whether or not in writing orreduced to practice and whether or not patentable or copyrightable, made,authored, or conceived by Employee, whether by Employee’s individual efforts orin connection with the efforts of others, and that either (i) relate in any wayto Company’s business, products, or processes, past, present, anticipated, orunder development; or (ii) result in any way from Employee’s employment byCompany; or (iii) use Company’s equipment, supplies, facilities, orConfidential and Proprietary Information.

**8.02****.****                    **Assignment ofInventions. During the course of Employee’s employment and fora period of six (6) months thereafter, Employee shall promptly and fullydisclose to Company, and will hold in trust for Company’s sole right andbenefit, any Invention that Employee makes, conceives, or reduces to practice,or causes to made, conceived, or reduced to practice, either alone or inconjunction with others, whether made during the working hours of Company or onEmployee’s own time. Employee shall: (i) assign, and hereby assigns, to Company all of Employee’s right, title,and interest in and to all such Inventions, any applications for patents,  copyrights, or any other registration ofintellectual property in any country covering or relating to any suchInvention, and any patents, copyrights, or other intellectual propertyregistration granted to Employee or Company; (ii) acknowledge and deliverpromptly to Company any written instruments and perform any other actsnecessary in Company’s opinion to preserve property rights in any Inventionagainst forfeiture, abandonment, or loss, to obtain and maintain letters patentand/or copyrights or other registration of any intellectual property rights onany such Invention, and to vest the entire right and title to such Inventionsand related intellectual property in Company. Employee agrees to performpromptly (without charge to Company but at the expense of Company) all suchacts as may be necessary in Company’s opinion to preserve all patents and/orcopyrights or other intellectual property covering the Inventions and to enableCompany to obtain the sole right, title, and interest in all such Inventions,including without limitation the execution of assignments or patent prosecutiondocumentation and appearing as a witness in any action brought in connectionwith this Agreement.

**8.03****.****                    **Exclusion. The partiesagree, and Employee is hereby notified, that the requirements of this Article8 do not apply to any invention for which no equipment, supplies, facility,or information of Company was used and which was developed entirely on Employee’sown time, and which (i) does not relate directly to Company’s business or toCompany’s actual or demonstrably anticipated research or development; or (ii)does not result from any work Employee performed for Company. Employeerepresents that, except as disclosed on Exhibit A, as of the date of thisAgreement, Employee has no rights under, and will make no claims againstCompany with respect

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to,any inventions, discoveries, improvements, ideas, or works of authorship thatwould be Inventions if made, conceived, authored, or acquired by Employeeduring the term of this Agreement. All inventions that Employee already hasconceived or reduced to practice and that Employee claims to be excluded fromthe scope of this Agreement are listed on Exhibit A (if none, write “none”).

**8.04****.****                    **Copyrights. Employeeacknowledges that any documents, drawings, computer software, or other work of authorship prepared by Employeewithin the scope of Employee’s employment is a “work made for hire” under U.S.copyright laws and that, accordingly, Company exclusively owns all copyrightrights in such works of authorship. For purposes of this Agreement, “scope ofemployment” means the work of authorship: (i) relates to any subject matter pertaining to Employee’s employment;(ii)  relates to or is directly orindirectly connected with the existing or reasonably foreseeable business,products, projects, or Confidential and Proprietary Information of Company;and/or (iii) involves the use of any time, material, or facility of Company.

**8.05****.****                    **Presumption. In the event of any dispute,arbitration, or litigation concerning whether an invention, improvement, ordiscovery made or conceived by Employee is the property of Company, suchinvention, improvement, or discovery will be presumed the property of Companyand Employee will bear the burden of establishing otherwise.

**9.**                                      **Non-Disparagement**.

Employee agrees that Employee will not, directly orindirectly, speak or act in any manner that is intended to, or does in fact,damage the goodwill or the business of Company, or the business or personalreputations of any of its directors, officers, agents, employees, customers,vendors, or suppliers. Employee further agrees that Employee will not engage inany other deprecating conduct or communications with respect to Company;provided, however, that nothing in this Agreement shall preclude Employee fromproviding honest, forthright, and truthful testimony in any court or regulatoryaction or proceeding.

**10.**                               **Injunctive Relief**.

**10.01****.****             **Existence of Irreparable Harm. Employee acknowledges and agrees that inthe event of any breach or threatened breach by Employee of any of theprovisions of this Agreement, damages shall be an inadequate remedy and thatCompany will suffer irreparable harm and, as a result, Company shall beentitled to injunctive and other equitable relief such as restraining ordersand preliminary or permanent injunctions to specifically enforce the provisionsof this Agreement and to protect Company against any breach or threatened breach. If Company is required by applicable law to furnish a bond or other surety as acondition of the entry of an injunction or restraining order, Employee agreesthat such bond or surety shall be in the minimum amount required by law.

**10.02****.****             **Non-ExclusiveRemedies. Nothing herein shall be construed as prohibitingCompany from pursuing any other remedies available to Company for Employee’sbreach or threatened breach of this Agreement, including the recovery ofdamages from Employee and an accounting and repayment of all profits,compensation, commissions, remuneration, or other benefits that Employeedirectly or indirectly has realized and/or may realize as a result of, growingout of, or in connection with, any such violation. These remedies shall be inaddition to, and not in limitation of, any other rights or remedies to whichCompany is or may be entitled.

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**11.****                              ****Miscellaneous****.**

**11.01****.****             **No Waiver. No failure or delay by any party hereto in exercising any right,power, or privilege hereunder will operate as a waiver thereof, nor will anysingle or partial exercise thereof preclude any other or further exercisethereof or the exercise of any right, power, or privilege hereunder.

**11.02****.****             **Survival. The provisions of Paragraph 3.03 and Articles 5, 6, 7, 8,9, 10 and 11 shall survive any termination of Employee’s employment or thisAgreement.

**11.03****.****             **Assignment. This Agreement shall be binding upon Employee’s heirs, personalrepresentatives, and assigns, to the extent its provisions are applicable, andmay be transferred by Company to its successors and assigns.

**11.04****.****             **Severability. In the event any one or more of theprovisions contained in this Agreement are deemed illegal or unenforceable,such provision:  (i) shall be construedin a manner to enable it to be enforced to the extent permitted by applicablelaw; and (ii) shall not affect the validity and enforceability of any legal andenforceable provision of this Agreement.

**11.05****.**              Construction. It is agreed that the provisions of thisAgreement will be regarded as divisible and if any provision is found by anycourt of competent jurisdiction to be unenforceable because it extends for toolong a period of time or over too great a range of activities or persons or intoo broad a geographic area, it shall be interpreted to extend over the maximumperiod of time, range of activities or persons, and/or geographic areas as towhich it may be enforceable. Any Court is also authorized to extend theduration of any restriction under Articles 6 and 7 for the period thatany violation of Articles 6 or 7 exists. All captions and titles are forconvenience only, and may not be used to interpret or to define the terms ofthis Agreement.

**11.06****.****             **Governing Law and Jurisdiction. This Agreement shall be governed by thelaws of the State of Minnesota, without regard to choice of law rules. Each ofthe parties hereto hereby irrevocably and unconditionally consents to submit tothe exclusive jurisdiction and venue of the federal and state courts within theState of Minnesota, and each party hereby consents to personal jurisdiction insuch forum, for any actions, suits, or proceedings arising out of or relatingto this Agreement (and agrees not to commence any action, suit, or proceedingrelating thereto except in such courts). Notwithstanding the foregoing, nothingin this Agreement will prevent Company from seeking interim or permanentinjunctive relief or filing any action to recover amounts owed to Company byEmployee in any court having jurisdiction over Employee.

**11.07****.****             **Entire Agreement. This Agreement constitutes the entireagreement between the parties with respect to the subject matter hereof andsupersedes all previous agreements and understandings, whether oral or written,between the parties with respect to the subject matter hereof. This Agreementmay only be modified in a writing signed by both of the parties hereto.

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IN WITNESSWHEREOF, the parties hereto have subscribed their names to this Agreement onthe day and year written below.
| **COMPANY**                                              | **EMPLOYEE**              |
|----------------------------------------------------------|---------------------------|
| ** **                                               | ** **                |
| By:                                                      | /s/ Greg  Morrison        |   | /s/ M. Jenusaitis |   |
|                                                     |                      |
| Print Name: Greg  Morrison                               | Print Name: M. Jenusaitis |
|                                                     |                      |
| Title:   Vice  President, Human Resources |                      |
|                                                     |                      |
| Date:                                                    |                      |   | Date: 4-3-06 |
|                                                          |                           |  |  |  |  |  |

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**EXHIBIT A**

**Disclosure of Prior Inventions**

Allinventions that Employee already has conceived or reduced to practice and thatEmployee claims to be excluded from the scope of “Inventions” as defined in theEmployment Agreement are listed below (if none, write “none”):

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