Memorandum of Understanding

Exhibit 10.12

Memorandum of Understanding

Whereas, Secretary Xxxxx Xxxxxxxx (“Secretary Xxxxxxxx”) and AGA Medical Corporation (“AGA”) entered into that certain Term Sheet, dated July 28, 2005, which provides for Secretary Xxxxxxxx’x service as the Non-Executive Chairman of AGA; and

Whereas, the parties desire to clarify the Term Sheet to reflect the understanding of the relationship of the parties and the payments made thereunder.

Now, therefore, Secretary Xxxxxxxx and XXX agree and acknowledge as follows:

1.  Secretary Xxxxxxxx’x position of Non-Executive Chairman is as an independent contractor to AGA and no employment relationship is created by the services performed under the Term Sheet.

2.  The sum paid to Secretary Xxxxxxxx under the Term Sheet is a service fee for performance of the duties set forth in the Term Sheet and the sum paid to Secretary Xxxxxxxx for such services under the Term Sheet totals $100,000 annually.

3.  The balance of the payments made by AGA under the Term Sheet, in the amount of $120,000 annually, which sum shall be paid monthly pro rata, is a retainer to the firm of Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP for services performed by the firm directly to or on behalf of AGA.

Secretary Xxxxx Xxxxxxxx			AGA Medical Corporation
/s/ Xxxxx Xxxxxxxx			/s/ Xxxxxx X. Makes
Dated:	4/24/08		Dated:	05/07/08