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                     [ENDOVASCULAR TECHNOLOGIES LETTERHEAD]


August 12, 1996


Ms. Elizabeth A. McDermott
138 Fleetwood Drive
San Carlos  CA 94070


Dear Liz:

I am very pleased to offer you the position of Vice President of Research and
Development at EndoVascular Technologies, Inc. We are very impressed with you
and thrilled to have you join our team. You offer a unique set of skills to the
Company and your experience will be invaluable to helping us achieve our goals
and objectives, both short and long term. I am confident that you will be a
very effective member of EVT's Senior Management Team. This letter will confirm
in writing the terms of your offer.

1.  TITLE Your title will be Vice President of Research and Development.

2.  REPORTING RELATIONSHIP You will report directly to the President and Chief
    Executive Officer.

3.  STARTING DATE you will commence employment of October 1, 1996.

4.  SALARY Your full-time bi-weekly salary will be $5,192.00 payable every other
    Friday, which is equivalent to $135,000 per annum. You will be eligible for
    a salary increase after one year of employment and each year thereafter on
    your anniversary date.

5.  INCENTIVE BONUS You will be eligible to participate in the 1996 EVT Senior
    Management Bonus Program, which has a $20,000 remaining pay-out linked to
    achievement of certain company objectives.

6.  STOCK OPTIONS You will receive a stock option grant of 75,000 common shares
    of EVT stock. These options will be exercisable upon vesting.

7.  VACATION You will receive three weeks of paid vacation per calendar year to
    begin accruing on your first day of employment. You will be eligible to
    receive four weeks of paid vacation per calendar year after five years of
    employment with the Company.
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Ms. Elizabeth McDermott                                                Page 2
August 12, 1996


8.  BENEFITS you will be eligible for all benefits offered by EVT including
    major group medical, dental, vision care, disability, life insurance, which
    will become effective the day you begin employment. you will be eligible to
    join the 401(k) savings program after one calendar quarter of employment. At
    the beginning of the next enrollment period, you may participate in the
    Employee Stock Purchase Plan.

9.  SEVERANCE In the event that your employment with EVT is terminated without
    cause, you will continue to receive your base salary for a period of six
    months, or until you commence new employment, whichever comes first.

10. OTHER

    - You will abide by EVT's strict policy that prohibits any new employee from
    using or bringing with them from any prior employer any confidential
    information, trade secrets, or proprietary materials or processes of such
    former employers.

    - You will sign EVT's Proprietary Informations and Inventions Agreement for
    new employees and will provide the Company with the legally required proof
    of your identity and authorization to work in the United States.

    - Employment with EndoVascular Technologies, Inc. is not for a specific term
    and can be terminated by you or by the Company at any time for any reason,
    with or without cause. Any contrary representations that may have been made
    or that may be made to you are superseded by this offer.

There are two copies of this letter enclosed; if all of the foregoing is
satisfactory, please sign and date each copy, and return one copy to me. We
look forward to your favorable response.


Sincerely,



/s/ William J. Fitzsimmons
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William J. Fitzsimmons
President and Chief Executive Officer


Foregoing terms and conditions hereby accepted:

Signed /s/ Illegible
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Date August 12, 1996