Exhibit
10.4


April
1, 2006


Matthew
Jenusaitis

1123 Hampton Court

Encinitas, CA  92024


Dear Matthew:


We are thrilled you are
considering employment with ev3!   As we discussed, ev3 offers the unique opportunity for you to help us build a
successful endovascular enterprise with a team of people committed to people,
ideas and passion.  I also want you to
know that I am personally looking forward to working with you and having you
meet 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 benefit
programs in accordance with the terms of such plans and programs as in effect
from time to time.   In addition, you
will be entitled to 20 days paid vacation per year accruing on a monthly basis
following start date.











Upon acceptance of this
offer of employment, the following documents need to be completed, signed and
returned in the enclosed postage-paid envelope:


1.               Pre-employment
Drug & Alcohol Screening Policy Acknowledgement and Consent Form for
Substance Abuse Testing


2.               Disclosure
and Authorization for Consumer Report


3.               Employment
Agreement


4.               Offer Letter


5.               New Hire
Information Form


6.               Job
Description


You
will be required to provide proof of your identity and authorization to work in
the United States as required by Federal immigration laws; please bring the
proper original identification documents with you on your first day of work.  Feel free to contact Human Resources if you
have questions regarding the documents that are considered acceptable for this
purpose.


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


Please
note that the Employment Agreement includes non-compete, non-solicitation, and
confidentiality clauses, among others, which restrict you from engaging in
certain activities during and after termination of your employment with ev3. 
I am sure you understand that these provisions are necessary to protect ev3’s
investment in its confidential information, trade secrets, customer
relationships, and goodwill.


Matthew,
we look forward to you joining our effort on a full time basis, and hope the
opportunity will be mutually rewarding. 
I am looking forward to working with you and to having you meet the rest
of the team.  To confirm that you agree
to the terms stated in this letter, please sign and date both copies of this
letter 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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