**Exhibit 10.2**

September 19, 2006

Mr. James M.Corbett

22961 Bartolome

Mission Viejo, CA 92692

Dear Jim:

The Board considers the operation of the Company to beof critical importance to the Parent Company and therefore the establishmentand maintenance of a sound and vital management team of the Company isessential to protecting and enhancing the best interests of the Parent Companyand its stockholders.  In thisconnection, the Board recognizes that the possibility of a Change in Control ofthe Parent Company may arise and that such possibility and the uncertainty andquestions which such transaction may raise among key management personnel ofthe Company and its subsidiaries could result in the departure or distractionof such management personnel to the detriment of the Parent Company and itsstockholders.

Accordingly, the Board has determined that appropriateactions should be taken to minimize the risk that Company management willdepart prior to a Change in Control of the Parent Company, thereby leaving theCompany without adequate management personnel during such a critical period,and to reinforce and encourage the continued attention and dedication of keymembers of Company’s management to their assigned duties without distraction incircumstances arising from the possibility of a Change in Control of the ParentCompany.  In particular, the Boardbelieves it important, should the Parent Company or its stockholders receive aproposal for transfer of control of the Parent Company that you be able tocontinue your management responsibilities without being influenced by theuncertainties of your own personal situation.

The Board recognizes that continuance of your positionwith the Subsidiary involves a substantial commitment to the Company in termsof your personal life and professional career and the possibility of foregoingpresent and future career opportunities, for which the Company receivessubstantial benefits.  Therefore, toinduce you to remain in the employ of the Subsidiary, this Agreement, which hasbeen approved by the Board, sets forth the benefits which the Company agreeswill be provided to you in the event of a Change in Control of the ParentCompany under the circumstances described below.

# 1.             Definitions.  The following terms will have the meaning setforth below unless the context clearly requires otherwise.  Terms defined elsewhere in this Agreementwill have the same meaning throughout this Agreement.

## (a)           “Affiliate”means with respect to any Person (within the meaning of Sections 13(d) and14(d) of the Securities Exchange Act of 1934, as amended) shall mean any otherPerson that, directly or indirectly through one or more intermediaries,controls, is controlled by or is under common control with such Person.

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## (b)           “Agreement”means this letter agreement as amended, extended or renewed from time to timein accordance with its terms.

## (c)           “Base Pay” meansyour annual base salary from the Subsidiary at the rate in effect immediatelyprior to a Change in Control or at the time Notice of Termination is given,whichever is greater.  Base Pay includesonly regular cash salary and is determined before any reduction for deferralspursuant to any nonqualified deferred compensation plan or arrangement,qualified cash or deferred arrangement or cafeteria plan.

## (d)           “Benefit Plan”means any

### (i)            employee benefit planas defined in Section 3(3) of the Employee Retirement Income Security Act of1974, as amended;

### (ii)           cafeteria plandescribed in Code Section 125;

### (iii)          plan, policy or practiceproviding for paid vacation, other paid time off or short- or long-term profitsharing, bonus or incentive payments; or

### (iv)          stock option, stockpurchase, restricted stock, phantom stock, stock appreciation right or otherequity-based compensation plan that is sponsored, maintained or contributed toby the Company for the benefit of employees (and/or their families anddependents) generally or you (and/or your family and dependents) in particular,including, without limitation, any of the Stock Incentive Plans.

## (e)           “Bonus Plan Payment”means the full amount of the annual target bonus payment that is payable by theSubsidiary to you pursuant to the Subsidiary’s company-wide bonus plan orequivalent plan of the Successor,  basedon the assumption that all of the annual performance milestones will have beensatisfied for such year.

## (f)            “Board” meansthe board of directors of the Parent Company. On and after the date of a Change in Control, any duty of the Board inconnection with this Agreement is nondelegable and any attempt by the Board todelegate any such duty is ineffective.

## (g)           “Cause” means:(i) your gross misconduct; (ii) your willful and continued failure to performsubstantially your duties with the Subsidiary (other than a failure resultingfrom your incapacity due to bodily injury or physical or mental illness) aftera demand for substantial performance is delivered to you by the chair of theBoard which specifically identifies the manner in which you have notsubstantially performed your duties and provides for a reasonable period oftime within which you may take corrective measures; or (iii) your conviction(including a plea of nolo contendere) of willfully engaging in illegal conductconstituting a felony or gross misdemeanor under federal or state law which ismaterially and demonstrably injurious to the Subsidiary or which impairs yourability to perform substantially your duties for the Subsidiary.  An act or failure to act will be considered “gross”or “willful” for this purpose only if done, or omitted to be done, by you inbad faith and without reasonable belief that it was in, or not opposed to, thebest interests of the Subsidiary.  Anyact, or failure to act, based upon authority given pursuant to a resolutionduly adopted by the Subsidiary’s Board (or a committee thereof) or based uponthe advice of counsel for the Subsidiary will be conclusively presumed to bedone, or omitted to be done, by you in good faith and in the best interests ofthe Subsidiary.  Notwithstanding theforegoing, you may not be terminated for Cause unless and until there has beendelivered to you a copy of a resolution duly adopted by the affirmative vote ofnot less than a majority of the entire membership of the Board at a meeting ofthe Board called and held for the

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## purpose (afterreasonable notice to you and an opportunity for you, together with yourcounsel, to be heard before the Board), finding that in the good faith opinionof the Board you were guilty of the conduct set forth above in clauses (i),(ii) or (iii) of this definition and specifying the particulars thereof indetail.

## (h)           “Change in Control”  means any of the following:  (i) the sale, lease, exchange or othertransfer, directly or indirectly, of all or substantially all of the assets ofthe Parent Company, in one transaction or in a series of related transactions,to any Third Party; (ii) any Third Party, other than a “bona fide underwriter,”is or becomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities (x) representing 50% ormore of the combined voting power of the Parent Company’s outstandingsecurities ordinarily having the right to vote at elections of directors, or(y) resulting in such Third Party becoming an Affiliate of the Parent Company,including pursuant to a transaction described in clause (iii) below; (iii) theconsummation of any transaction or series of transactions under which theParent Company is merged or consolidated with any other company, other than amerger or consolidation which would result in the stockholders of the ParentCompany immediately prior thereto continuing to own (either by remainingoutstanding or by being converted into voting securities of the survivingentity) more than 50% of the combined voting power of the voting securities ofthe surviving entity outstanding immediately after such merger orconsolidation; or (iv) the Continuity Directors cease for any reason toconstitute at least a majority the Board. For purposes of this Section 1(h), a “Continuity Director” means anindividual who, as of date of this Agreement, is a member of the board ofdirectors of the Parent Company, and any other individual who becomes adirector subsequent to the as of date of this Agreement whose election, ornomination for election by the Parent Company’s stockholders, was approved by avote of at least a majority of the directors then comprising the ContinuityDirectors, but excluding for this purpose any individual whose initialassumption of office occurs as a result of an actual or threatened electioncontest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a person orentity other than the board of directors of the Parent Company.  For purposes of this Section 1(h), a “bonafide underwriter” means a Third Party engaged in business as an underwriter ofsecurities that acquires securities of the Parent Company through such ThirdParty’s participation in good faith in a firm commitment underwriting until theexpiration of 40 days after the date of such acquisition.  For the avoidance of doubt, Change in Controldoes not include any of the foregoing events occurring with respect to theSubsidiary, and this Agreement is not intended to be interpreted to provide anybenefits to you upon a Change in Control of the Subsidiary.

## (i)            “Code” meansthe Internal Revenue Code of 1986, as amended from time to time.

## (j)            “Company” meansthe Parent Company, any Successor and any Affiliate.

## (k)           “Date of Termination”following a Change in Control (or prior to a Change in Control if yourtermination was either a condition of the Change in Control or was at therequest or insistence of any Third Party relating the Change in Control) means:(i) if your employment is to be terminated by you for Good Reason, the datespecified in the Notice of Termination which in no event may be a date morethan 15 days after the date on which Notice of Termination is given unless theSubsidiary or the Company agrees in writing to a later date; (ii) if youremployment is to be terminated by the Subsidiary for Cause, the date specifiedin the Notice of Termination; (iii) if your employment is terminated by reasonof your death, the date of your death; or (iv) if your employment is to beterminated by the Subsidiary for any reason other than Cause or your death, thedate specified in the Notice of Termination, which in no event may be a dateearlier than 15 days after the date on which a Notice of Termination is given,unless you expressly agree in writing to an earlier date.  In the case of termination by the Subsidiaryof your employment for

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## Cause, thenwithin the 30 days after your receipt of the Notice of Termination, you maynotify the Subsidiary that a dispute exists concerning the termination, inwhich event the Date of Termination will be the date set either by mutualwritten agreement of the parties or by the judge or arbitrator in a proceedingas provided in Section 9 of this Agreement. In all cases, your termination of employment must constitute a “separationfrom service” within the meaning of Section 409A of the Code.

## (l)            “Exchange Act”means the Securities Exchange Act of 1934, as amended from time to time.

## (m)          “Good Reason”means:

### (i)            a substantial changein your status, position(s), duties or responsibilities as an executive of theSubsidiary as in effect immediately prior to the Change in Control which, inyour reasonable judgment, is adverse with respect to any of the foregoing;provided, however, that Good Reason does not include a change in your status,position(s), duties or responsibilities caused by an inadvertent action that isremedied by the Subsidiary promptly after receipt of notice of your objectionto such change, and it also being agreed that small and insubstantial changeswill not be considered Good Reason unless the changes in totality would besubstantial;

### (ii)           a reduction by theSubsidiary in your Base Pay, a material change in the annual Bonus Plan Paymentexpectations, or an adverse change in the form or timing of the paymentsthereof, as in effect immediately prior to the Change in Control or asthereafter increased;

### (iii)          the failure by theSubsidiary to cover you under Benefit Plans that, in the aggregate, providesubstantially similar benefits to you and/or your family and dependents at asubstantially similar total cost to you (e.g., premiums, deductibles, co-pays,out of pocket maximums, required contributions and the like) relative to thebenefits and total costs under the Benefit Plans in which you (and/or yourfamily or dependents) were participating at any time during the 90-day periodimmediately preceding the Change in Control;

### (iv)          the Subsidiary’srequiring you to be based more than 50 miles from where your office is locatedimmediately prior to the Change in Control, except for required travel on theSubsidiary’s business;

### (v)           the failure by theSubsidiary or the Parent Company to obtain from any Successor the assent tothis Agreement as soon as reasonably practicable in the circumstances and inany event within the times required by Section 6 hereof; or

### (vi)          any purportedtermination by the Subsidiary of your employment that is not properly effectedpursuant to a Notice of Termination and pursuant to any other requirements ofthis Agreement, and, for purposes of this Agreement, no such purportedtermination will be effective.

Your continued employment does not constitute consentto, or waiver of any rights arising in connection with, any circumstancesconstituting Good Reason.  Yourtermination of employment for Good Reason as defined in this Section 1(m) willconstitute Good Reason for all purposes of this Agreement notwithstanding thatyou may also thereby be deemed to have retired under any applicable retirementprograms of the Subsidiary and/or Parent Company.

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## (n)           “Notice ofTermination” means a written notice (except in the case of a deemed Noticeof Termination pursuant to Section 3(a) hereafter) given on or after the dateof a Change in Control (unless your termination before the date of the Changein Control was either a condition of the Change in Control or was at therequest or insistence of any Third Party related to the Change in Control)which indicates the specific termination provision in this Agreement pursuantto which the notice is given.  Anypurported termination by the Subsidiary or by you for Good Reason on or afterthe date of a Change in Control (or before the date of a Change in Control ifyour termination was either a condition of the Change in Control or was at therequest or insistence of any Third Party related to the Change in Control) mustbe communicated by written Notice of Termination to be effective; provided,that your failure to provide Notice of Termination will not limit any of yourrights under this Agreement except to the extent the Subsidiary or the ParentCompany demonstrates that it suffered material actual damages by reason of suchfailure.

## (o)           “Parent Company”means****ev3 Inc., a Delaware corporation.

## (p)           “Subsidiary”means ev3 Endovascular, Inc.

## (q)           “Stock IncentivePlan” means (i) the ev3 LLC 2003 Incentive Plan, as amended, (ii) theev3 Inc. Amended and Restated 2005 Incentive Stock Plan, or (iii) any successoror additional stock option, stock award, or other incentive plans of the ParentCompany or Subsidiary.

## (r)            “Stock OptionAgreements” means in any of the non-statutory stock option agreements,incentive stock options agreements, restricted stock awards or other similaragreements you may have entered into with the Company pursuant to the StockIncentive Plans.

## (s)           “Successor”means any Third Party that succeeds to, or has the ability to control (eitherimmediately or with the passage of time), the Parent Company’s or theSubsidiary’s, as applicable, business directly, by merger, consolidation orother form of business combination, or indirectly, by purchase of the ParentCompany’s outstanding securities entitling the holder thereof to be allocated aportion of the Parent Company’s net income, net loss or distributions orpurchases of the Subsidiary’s outstanding securities ordinarily having theright to vote at the election of directors or all or substantially all of itsassets or otherwise.

## (t)            “Third Party”means any Person, other than the Parent Company, any Affiliate of the ParentCompany, or any Benefit Plan(s) sponsored by the Parent Company or anAffiliate.

# 2.             Term of Agreement.  This Agreement is effective immediately andwill continue in effect only so long as you remain employed by the Subsidiaryor, if later, until the date on which the Subsidiary’s obligations to youarising under this Agreement have been satisfied in full.  Notwithstanding the foregoing, this Agreementshall terminate immediately in the event, prior to a Change in Control, eitherthe Subsidiary ceases to be an Affiliate of the Parent Company or sells all orsubstantially all of its assets, in one or a series of related transactions toa Third Party.

# 3.             Benefits upon aChange in Control.  You will becomeentitled to the benefits described in this Section 3 as of the date of a Changein Control.

## (a)           As of the date of suchChange in Control, the Company and the Subsidiary will be jointly and severallyresponsible for paying to you all of the Base Pay owed through such date and apro rata portion of your Bonus Plan Payment based upon the number of months inthe current year which you have worked prior to the date of the Change inControl, assuming for this Section 3(a) that you have worked the full month ofthe month in which the Change in Control occurs.

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## (b)           The following termsshall control notwithstanding any conflicting terms contained in any employmentagreement, or Stock Option Agreements. In addition to the payments under Section 3(a), you will be entitled tothe following:

### (i)            CashPayments.  At the date of the Changein Control, whether or not you are made an offer of employment with theSuccessor, or an offer for continued employment with the Subsidiary if itsurvives the Change in Control, the Company and the Subsidiary (and anySuccessor thereto) will be responsible for making a lump sum payment to youequal to the sum of (A) 18 months of your then current Base Pay, and (B) anamount equal to 150% of your Bonus Plan Payment for the current year; provided,however, if the Successor or the Company elects to employ you or to continueyour employment with the Subsidiary, as the case may be, for up to six monthsfollowing the Change in Control upon terms substantially identical to the termsof your existing employment, including the benefits set forth in thisAgreement, the foregoing lump sum cash payment shall not be made until theearlier of the end of the six month period following the Change in Control oryour Date of Termination, but only if your employment during such six monthperiod is not terminated by the Company, the Subsidiary, or Successor forCause, or by you without Good Reason.

### (ii)           GroupHealth Plans.  During theContinuation Period (as defined below), the Subsidiary and the Parent Company(and any Successor thereto) will be jointly and severally responsible foreither (A) maintaining a group health plan(s) which by its terms covers you(and your family members and those dependents eligible to be covered during the90 days immediately preceding a Change in Control) under the same or similarterms as provided to you during the 90 days immediately preceding such Changein Control (without regard to any reduction in such benefits that constitutesGood Reason), or (B) providing comparable medical benefits pursuant to analternative arrangement, such as an individual medical insurance contract.  The “Continuation Period” is the periodbeginning on your Date of Termination, whether such date is at or prior to theChange in Control as provided for in the definition of Change in Control orwithin 12 months after accepting employment with the Successor or theSubsidiary, as the case may be, as provided for in Section 3(b)(i) above, andending on the earlier of (A) the last day of the 18th month that begins afteryour Date of Termination or (B) the date on which you first become eligible toparticipate as an employee in a plan of another employer providing group healthbenefits to you and your eligible family members and dependents.  If you timely elect continued coverage undersuch group health plan(s) pursuant to Section 4980B of the Internal RevenueCode of 1986 and Part 6 of Subtitle B of Title I of the Employee RetirementIncome Security Act of 1974, as amended (“COBRA”), in accordance with ordinaryplan practices, for the Continuation Period, the Subsidiary or the Company willreimburse you on an income tax grossed-up basis for a portion of the amount youpay for such COBRA continuation coverage (or if COBRA coverage is notavailable, such alternative medical coverage), so that on an after-tax basisyou are paying the amount you paid (or would have paid) for the same level ofcoverage prior to the Change in Control. In order to receive reimbursements pursuant to this section, you mustcomply with any reimbursement policies and procedures specified by theSubsidiary.

### (iii)          Gross-UpPayments.  Following a Change inControl, if the Subsidiary’s independent auditors determine that any payment ordistribution by the Parent Company and/or the Company to you (the “Payments”)will result in an excise tax imposed by Code Section 4999 or any comparablestate or local law, or any interest or penalties with respect thereto, theCompany and the Subsidiary (and any Successor thereto) will be

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### responsible for making an additional cash payment (a “Gross-Up Payment”)to you within 10 days after such determination equal to an amount such that,after payment by you of all taxes (including any interest or penalties imposedwith respect to such taxes), including any excise tax, imposed upon theGross-Up Payment, you would retain an amount of the Gross-Up Payment equal tothe excise tax imposed upon the Payments. You will provide the Successor, the Subsidiary or the Company with awritten certification that you will pay all taxes due on the Payments and theGross-Up Payment.  The Gross-Up Paymentwill be made not later than the March 15 following the calendar year in whichthe payment giving rise to the Gross-Up Payment is received by you.

### (iv)          OutplacementServices.  In the event any lump sumpayments are made to you pursuant to Section 3(b)(i), the Subsidiary or theCompany shall then provide you with up to $40,000 of reasonable outplacementservices actually incurred by you and directly related to your termination ofemployment under Section 3(b)(i), including outplacement consultant’s services,travel and hotel expense reimbursements, office expense reimbursements orsimilar costs you incur in seeking and obtaining new employment, the allocationof which among the categories to be within your sole discretion, provided,however, such expenses must be incurred by you and reimbursed hereunder nolater than the December 31 of the second calendar year following the calendaryear in which your termination of employment occurs.  You will be required to provide receipts orinvoices for the costs and expenses incurred under this Section 3(b)(iv).

# 4.             Stock OptionAcceleration.  In the event of aChange in Control, regardless of whether the acquiring entity or Successorassumes or replaces the unvested stock options or stock awards then granted toyou pursuant to any of the Stock Incentive Plans, the vesting schedules underthe applicable Stock Option Agreements will be accelerated and all such stockoptions will become fully vested and immediately exercisable upon the closingof the Change in Control.

# 5.             Indemnification.  Following a Change in Control, the ParentCompany and the Subsidiary shall be jointly and severally responsible forindemnifying and advancing expenses to you to the full extent permitted by lawfor damages, costs and expenses (including, without limitation, judgments,fines, penalties, settlements and reasonable fees and expenses of your counsel)incurred by you as a result of your service to or status as an officer andemployee with the Parent Company or the Subsidiary or any other corporation,employee benefit plan or other entity with whom you served at the request ofthe Parent Company or the Subsidiary prior to the Change in Control, providedthat such damages, costs and expenses did not arise as a result of your grossnegligence or willful misconduct.  Theindemnification under this Agreement shall be in addition to any similarobligation of the Parent Company or the Subsidiary under any other separateagreement, or under the Parent Company’s or Subsidiary’s Certificate ofIncorporation or Bylaws, or as they be amended from time to time, providedhowever, you may only be reimbursed or recover once for any such damages, costsand expenses, from whatever source.

# 6.             Successors.  The Parent Company will seek to have anySuccessor to the Parent Company, by agreement in form and substancesatisfactory to you, assume and assent to the fulfillment by such Successor ofthe Parent Company’s obligations under this Agreement.  Failure of the Parent Company to obtain suchassent and assumption at least three (3) business days prior to the time aThird Party becomes a Successor (or where the Parent Company does not have atleast three (3) business days’ advance notice that a Third Party may become aSuccessor, within one (1) business day after having notice that such ThirdParty may become or has become a Successor) will constitute Good Reason fortermination by you of your employment. The date on which any such succession becomes effective will be deemedthe Date of Termination, and Notice of Termination will be deemed to have beengiven to you on that date.  A Successorhas no rights, authority or power with respect to this Agreement prior to aChange in Control.

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# 7.             Binding Agreement.  This Agreement inures to the benefit of, andis enforceable by, you, your personal and legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If youdie after a Change in Control while any amount would still be payable to youunder this Agreement, all such amounts, unless otherwise provided in thisAgreement, will be paid in accordance with the terms of this Agreement to yourdevisee, legatee or other designee or, if there be no such designee, to yourestate.

# 8.             Notices.  For the purposes of this Agreement, noticesand other communications provided for in this Agreement must be in writing andwill be deemed to have been duly given when personally delivered or when mailedby United States registered or certified mail, return receipt requested,postage prepaid and addressed to each party’s respective address set forth onthe first page of this Agreement, or to such other address as either party mayhave furnished to the other in writing in accordance with these provisions,except that notice of change of address will be effective only upon receipt.

# 9.             Disputes.  If you so elect, any dispute, controversy orclaim arising under or in connection with this Agreement will be heard andsettled exclusively by binding arbitration administered by the AmericanArbitration Association in Minneapolis, Minnesota before a single arbitrator inaccordance with the Commercial Arbitration Rules of the American ArbitrationAssociation then in effect.  Judgment maybe entered on the arbitrator’s award in any court having jurisdiction;provided, that you may seek specific performance in a court of competentjurisdiction of your right to receive benefits until the Date of Terminationduring the pendency of any dispute or controversy arising under or inconnection with this Agreement.  If anydispute, controversy or claim for damages arising under or in connection withthis Agreement is settled by arbitration, the Company and the Subsidiary willbe jointly and severally responsible for paying, or if elected by you,reimbursing, all fees, costs and expenses incurred by you related to sucharbitration.  If you do not electarbitration, you may pursue all available legal remedies.  The Company and the Subsidiary will bejointly and severally responsible for paying, or if elected by you, reimbursingyou for, all fees, costs and expenses incurred by you in connection with anyactual, threatened or contemplated litigation relating to this Agreement towhich you are or reasonably expect to become a party, whether or not initiatedby you, if but only if you are successful in recovering any benefit under thisAgreement as a result of such legal action. The parties agree that any litigation arising under or in connectionwith this Agreement must be brought in a court of competent jurisdiction in theState of Minnesota, and both parties hereby consent to the exclusivejurisdiction of said courts for this purpose and agree not to assert that suchcourts are an inconvenient forum. Neither the Parent Company nor the Subsidiary will assert in any disputeor controversy with you arising under or in connection with this Agreement yourfailure to exhaust administrative remedies.

# 10.           Related Agreements.  To the extent that any provision of any otherBenefit Plan or agreement between the Parent Company and you or the Subsidiaryand you limits, qualifies or is inconsistent with any provision of thisAgreement, the provision of this Agreement will control. Nothing in thisAgreement prevents or limits your continuing or future participation in, andrights under, any Benefit Plan provided by the Parent Company or the Subsidiaryand for which you may qualify.  Amountswhich are vested benefits or to which you are otherwise entitled under anyBenefit Plan or other agreement with the Parent Company or the Subsidiary at orsubsequent to the Date of Termination will be payable in accordance with theterms thereof.  Furthermore, nothing inthis Agreement will prevent the Parent Company, the Subsidiary or the Successorto the Parent Company or the Subsidiary from seeking enforcement of and damagesarising under any confidentiality, invention assignment or non-competitionprovision or breach thereof contained in any other agreement with the ParentCompany or the Subsidiary or any Successor to the Parent Company or theSubsidiary.

# 11.           No Employment or ServiceContract.  Nothing in this Agreementis intended to provide you with any right to continue in the employ of theSubsidiary for any period of specific duration or interfere with or otherwiserestrict in any way your rights or the rights of the Subsidiary, which rightsare hereby

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# expressly reserved byeach, to terminate your employment at any time for any reason or no reasonwhatsoever, with or without cause.

# 12.           Survival.  The respective obligations of, and benefitsafforded to, the Parent Company, the Subsidiary and you which by their expressterms or clear intent survive termination of your employment with theSubsidiary or termination of this Agreement, as the case may be, will survivetermination of your employment with the Subsidiary or termination of thisAgreement, as the case may be, and will remain in full force and effectaccording to their terms.

# 13.           Miscellaneous.  No provision of this Agreement may bemodified, waived or discharged other than in a writing signed by you, theParent Company and the Subsidiary.  Nowaiver by any party to this Agreement at any time of any breach by anotherparty of any provision of this Agreement will be deemed a waiver of any otherprovisions at the same or at any other time. This Agreement reflects the final and complete agreement of the partiesand supersedes all prior and simultaneous agreements with respect to thesubject matter hereof, including without limitation any change in control orsimilar agreement between any past, current or future Affiliate of the ParentCompany or the Subsidiary and you.  ThisAgreement will be governed by and construed in accordance with the laws of theState of Delaware (without regard to the conflict of laws principles of anyjurisdiction).  The invalidity orunenforceability of all or any part of any provision of this Agreement will notaffect the validity or enforceability of the remainder of such provision or ofany other provision of this Agreement. This Agreement may be executed in several counterparts, each of which willbe deemed an original, but all of which together will constitute one and thesame instrument.

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If this letter correctly sets forth our agreement onthe subject matter discussed above, kindly sign and return to the Company theenclosed copy of this letter which will then constitute our agreement on thissubject.

Sincerely,
| **ev3 Inc.**                                              | ** **                                |
|-----------------------------------------------------------|-------------------------------------------|
| ** **                                                | ** **                                |
| ** **                                                | ** **                                |
| By:                                                       | /s/ Patrick D. Spangler                   |   |   |
|                                                      |                                      |
|                                                      | Name: Patrick D.  Spangler                |   |
|                                                      | Title: Vice  President, CFO and Treasurer |   |
|                                                      |                                      |
|                                                      |                                      |
| **ev3  Endovascular, Inc.**                               | ** **                                |
| ** **                                                | ** **                                |
| ** **                                                | ** **                                |
| By:                                                       | /s/ Patrick D.  Spangler                  |   |   |
|                                                      |                                      |
|                                                      | Name: Patrick D.  Spangler                |   |
|                                                      | Title: Vice  President and CFO            |   |
|                                                      |
|                                                      |
| Agreed to and  Accepted as of this 19th day of September, |
| 2006.                                                     |
|                                                      |                                      |   |
| /s/ James M.  Corbett                                     |                                      |
|                                                      |                                      |   |
| James M. Corbett                                          |                                      |
|                                                           |                                           |  |  |  |  |  |

 

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