CONSULTING AGREEMENT

Exhibit 10.10

CONSULTING AGREEMENT

        This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 22^nd day of November, 2004, by and between ev3 Inc., a Delaware limited liability company (the "Company"), and Dale A. Spencer (the "Consultant").

R E C I T A L S :

        WHEREAS, the Company desires to obtain the technical and advisory services of and obtain certain restrictive covenants from the Consultant, as described below, and the Consultant is willing to provide such services and is willing to agree to such restrictive covenants, on the terms and for the consideration set out below; and

        WHEREAS, the Consultant and the Company desire to embody in this Agreement the terms and conditions of Consultant's engagement by the Company, which terms and conditions shall supersede all prior oral and written agreements, arrangements and understandings relating to the Consultant's services.

        NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is hereby agreed as follows:

        SECTION 1.    ENGAGEMENT:    The Company hereby agrees to engage Consultant, and Consultant does hereby accept his engagement with the Company and agrees to serve the Company, in the capacities, for the term and subject to and upon the terms and conditions as herein contained.

        SECTION 2.    TERM:    Unless sooner terminated pursuant to Section 6 hereof, the consulting services to be provided by Consultant to the Company pursuant to this Agreement shall commence as of the date hereof (the "Commencement Date") and shall continue until July 1, 2005 (the "Initial Term"). The Initial Term hereunder shall, commencing on July 1, 2005, and on each yearly anniversary thereafter, automatically be extended on the terms and conditions contained herein for one additional year (collectively with the Initial Term, the "Term"), unless, not later than the date which is 30 days proceeding such applicable anniversary date, either party hereto shall have given written notice to the other party hereto that such party does not wish to extend the term of the Term hereunder for an additional year. In the event such notice is delivered by either party hereto, the Term shall not be extended on the anniversary of the applicable July 1 following the date of delivery of the written notice of non-renewal and shall terminate on the expiration of the then current Term, unless sooner terminated pursuant to Section 6 hereof.

        SECTION 3.    DUTIES:    During the Term of this Agreement, Consultant agrees to and shall furnish to the Company Consultant's best advice, information, judgment and

knowledge with respect to the operations of the Company's businesses. Consultant shall provide such services to the Company as and when the Company's managing members reasonably requests from time to time. It is expected that the Consultant will devote approximately 35%, on average, of his time in rendering his services during the Term of this Agreement.

        SECTION 4.    CONSULTING FEE:    During the Term of this Agreement, the Company shall pay Consultant, and Consultant hereby agrees to accept as payment for all consulting services rendered hereunder, a fee of Twenty-Three Thousand Seven Hundred Fifty Dollars ($23,750) per month (the "Consulting Fee"). The Consultant agrees that the Consulting Fee will be reduced by any fees paid in cash to Consultant from any entities affiliated with the Company, including, without limitation, Micro Therapeutics, Inc., a Delaware corporation, and that the Consulting Fee will not be reduced by the value of any equity-based compensation (e.g., stock options and grants) the Consultant receives from such entities. In addition to the Consulting Fee, the Company will pay the Consultant an additional Two Thousand Dollars ($2,000) per month to help defray the expense of the Consultant getting medical, dental, life insurance and disability coverage benefits. The Consulting Fee shall be paid in accordance with the Company's normal and customary payroll practices during the Term of this Agreement provided, however, that such Consulting Fees shall be paid at least once a month. The Consulting Fee shall be paid to Consultant without regard to the amount of time expended by Consultant in performing the duties required by this Agreement, provided that Consultant has performed those services as requested by the Company from time to time in accordance with Section 3 hereof. The Company will reimburse Consultant in accordance with its normal reimbursement policy for reasonable travel and other expenses incurred by the Consultant in carrying out the Consultant's duties under this Agreement. Reimbursement for approved expenses will be made within thirty (30) days of receipt from the Consultant of an itemized expense report.

        SECTION 5.    INDEPENDENT CONTRACTOR STATUS:    Consultant will perform his obligations and duties under this Agreement solely as an independent contractor performing work for the Company, and not as an agent or employee of, or joint venture with, the Company. The Consultant shall not, by reason of this Agreement, acquire any benefits, privileges or rights under any benefit plan maintained by the Company or its subsidiaries or affiliates for the benefit of their employees, including, without limitation, (i) any pension or profit-sharing plans or (ii) any plans providing medical, dental, disability or life insurance protection. Consultant shall be solely responsible for the payment of any federal, state and local taxes applicable to the fees and expenses paid or payable by the Company in connection with Consultant's engagement.

        SECTION 6.    TERMINATION:    

        (a)    Death.    The Consultant's engagement shall automatically terminate upon his death, and upon such event, the Consultant's estate shall be entitled to receive the amounts specified in Section 6 (e) below.

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        (b)    Disability.    If the Consultant is unable to perform the duties required of him under this Agreement because of illness, incapacity, or physical or mental disability, the Term shall continue and the Company shall pay all compensation required to be paid to the Consultant hereunder, unless the Consultant is unable to perform the duties required of him under this Agreement for an aggregate of 120 days (whether or not consecutive) during any 12-month period during the term of this Agreement, in which event the Consultant's employment shall terminate, and the Consultant shall be entitled to receive the amounts specified in Section 6(e) below.

        (c)    Cause.    The Company may terminate the Consultant's engagement at any time, with or without Cause. Termination of the Consultant's engagement hereunder shall be effective upon delivery of written notice of such termination. For purposes of this Agreement, "Cause" shall mean (i) any act of personal dishonesty taken by the Consultant in connection with his responsibilities as a consultant and intended to result in substantial personal enrichment of the Consultant, (ii) the conviction of a felony, (iii) a willful act by the Consultant which constitutes gross misconduct and which is injurious to the Company and (iv) continued violations by the Consultant of the Consultant's obligations under this Agreement which are demonstrably willful and deliberate on the Consultant's part after there has been delivered to the Consultant a written demand for performance from the Company which describes the basis for the Company's belief that the Consultant has not substantially performed his duties; provided, however, that if such Cause relates to the continued violations described in subsection 6(c)(iv), the Company shall not terminate the Consultant's services hereunder unless the Company first gives the Consultant the notice described in subsection 6(c)(iv) and the Consultant has not within 20 days following receipt of the notice, cured such Cause, or in the event such Cause is not susceptible to cure within such 20 day period, the Consultant has not taken all reasonable steps within such 20 day period to cure such Cause as promptly as practicable thereafter.

        (d)    Resignation.    The Consultant shall have the right to terminate his engagement at any time and for any reason by giving thirty (30) days written notice of his resignation.

        (e)    Payments.    (i) In the event that the Consultant's engagement terminates pursuant to subsections 6(a), (b), (c), or (d), the Company shall pay to the Consultant all amounts pursuant to Section 4 hereof which are accrued but unpaid through the date of termination.

        (ii)   In the event the Consultant's engagement is terminated by the Company without Cau