RECITALS

   1
                                                                  EXHIBIT 10.16


              FIRST AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT


        This FIRST AMENDMENT TO EXCLUSIVE DISTRIBUTION AGREEMENT (the
"Amendment"), is entered into as of November 16, 1998, by and between Xxxxxx
Laboratories, an Illinois corporation, on and behalf of itself and its
Affiliates (Collectively, "Abbott") and Micro Therapeutics, Inc., a Delaware
corporation ("MTI").

                                    RECITALS

        X. Xxxxxx and MTI entered into an Exclusive Distribution Agreement dated
August 12, 1998 pursuant to which Abbott agreed to act as an exclusive
independent distributor of MTI's Products within the Territory (the
"Distribution Agreement").

        X. Xxxxxx and MTI have agreed to amend certain of the provisions
contained in the Distribution Agreement.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to and on
the terms and conditions herein set forth, the parties hereto agree as follows:

        1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
in this Amendment shall have the respective meanings ascribed to them in the
Distribution Agreement.

        2. DISPOSITION OF INVENTORY. Paragraph 14.5.2 shall be deleted and
replaced in its entirety with the following paragraph:

               Upon any termination of this Agreement, Abbott may sell all or
        any part of its remaining inventory of the Products to Customers or upon
        mutual agreement between Xxxxxx and MTI, MTI may agree to repurchase all
        or any part of Xxxxxx'x remaining inventory of the Products (excluding
        discontinued and demonstration units). The price for such inventory
        shall be the Cost paid by Xxxxxx to MTI for such Products, plus Xxxxxx'x
        shipping and handling costs.

        3. NO OTHER CHANGES. Except as amended by this Amendment, the
Distribution Agreement shall remain in full force and effect as originally
stated.



   2



        IN WITNESS WHEREOF, this First Amendment to Exclusive Distribution
Agreement has been signed on behalf of each of the parties hereto as of the date
first written above.


                                            XXXXXX LABORATORIES


                                            By:  _______________________________

                                            Its: _______________________________


                                            MICRO THERAPEUTICS, INC.


                                            By:  _______________________________

                                            Its: _______________________________