Sample Business Contracts

Distribution Agreement - St. Jude Medical Inc. and Cardima Inc.

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January 25, 2000

Phillip Radlick, Ph.D.
Cardima Incorporated
47266 Benicia Street
Fremont, CA  94538

Dear Phil:

Attached to this letter agreement is an executed distribution agreement between
Cardima Incorporated ("Cardima") and St. Jude Medical, Inc. ("St. Jude").  In
conjunction with the effectiveness of this distribution agreement, St. Jude
agrees as follows:

1.  Subject to the conditions precedent that follow, St. Jude will invest three
    million dollars ($3,000,000) in the equity of Cardima ("the Investment") at
    such time as the conditions precedent are satisfied;

2.  St. Jude will not be obligated to make the Investment unless and until
    Cardima has legally binding commitments for at least an additional six
    million dollar equity investment from third parties to be funded at the same
    time as the St. Jude investment ("the Financing Round");

3.  St. Jude will agree to a valuation for the Investment equal to the valuation
    at which the remainder of the Financing Round commits, up to a maximum share
    price of $2.50/share, so long as the investors providing at least 50% of the
    Financing Round are "independent" of Cardima (i.e. not directly or
    indirectly under Cardima's control);

4.  At the sole discretion of St. Jude, and subject to appropriate and
    sufficient Cardima collateral being provided, in the event that sufficient
    funds are committed to the subject Financing Round, St. Jude will provide up
    to one (out of the three) million dollars of bridge financing, if necessary
    to carry Cardima to the closing of the Financing Round; and,

5.  In the event that the Financing Round has not been funded and completed as
    specified above on or before March 31, 2000, all of St. Jude's obligations
    set forth herein shall terminate.

I look forward to hearing from you as the Financing Round progresses, and to our
mutual success pursuant to the Distribution Agreement.

Best regards,

/s/ Robert Cohen

Robert Cohen


/s/ Phillip Radlick
Phillip Radlick
Cardima Incorporated