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Executive Agreement - Cardima Inc. and Gary Wilson

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                               EXECUTIVE AGREEMENT

     This Executive Agreement is made and effective this 1 day of November, 2001
by and between Cardima, Inc. (the "Company") and Gary Wilson ("Mr. Wilson" or
"the Employee").


     WHEREAS, Mr. Wilson is currently employed by the Company as a Vice
President of World Wide Sales and Marketing; and

     WHEREAS, the Company and Mr. Wilson would like to enter into a new
Executive Agreement that sets forth the basic terms and conditions of Mr.
Wilson's continued employment with the Company;



     1.   Mr. Wilson's salary shall be $165,000 on an annualized basis, which
          will be paid biweekly, less regular payroll deductions, and will cover
          all hours worked. Mr. Wilson's salary will be reviewed annually based
          generally on performance and market conditions. In addition, subject
          to approval of the Board of Directors, Mr. Wilson will be eligible for
          annual executive bonuses.

                                  Stock Grants

     2.   Pursuant to earlier agreements with the Company, Mr. Wilson has been
          granted options to purchase Company Common Stock. In the event of a
          "Change in Control" as defined in Appendix A, all of Mr. Wilson's
          stock options granted will become fully vested and exercisable at this

               Termination Without Cause and/or Change of Control

     3.   Mr. Wilson and the Company agree that if Mr. Wilson is terminated
          without "Cause" (as defined in Appendix A), Mr. Wilson (i) will
          receive an additional six months of base salary, (ii) will receive a
          pro rata bonus based upon the bonus Mr. Wilson received in the
          preceding year, (iii) will vest as to 100% of the then remaining
          unvested Shares, if any, and (iv) Mr. Wilson will have ninety (90)
          days from the date of termination of his employment to exercise any

     Mr. Wilson and the Company agree that in the event of a "Change in Control"
(as defined in Appendix A) of the Company, Mr. Wilson will vest as to 100% of
the then remaining unvested Shares, if any.




     4.   Mr. Wilson and the Company agree that Mr. Wilson will continue to act
          as a Vice President of World Wide Sales and Marketing of the Company.
          Mr. Wilson acknowledges that his duties may change from time to time
          on reasonable notice, based on the needs of the Company and based on
          his skills, both as reasonably determined by the Company.

     As an exempt employee Mr. Wilson agrees that he will, to the best of his
     ability and experience, loyally and conscientiously perform the duties and
     obligations required of his pursuant to the terms of this Agreement. Mr.
     Wilson is required to follow office policies and procedures adopted from
     time to time by the Company and to take such general direction consistent
     with his positions within the Company as his superiors may give him from
     time to time. The Company reserves the right to change these policies and
     procedures at any time upon reasonable notice. (Also see Adjustments and
     Changes in Employment Status). Mr. Wilson is required to devote his full
     business energies, efforts and abilities to his employment, unless the
     Company expressly agrees in writing otherwise.

                   Adjustment and Changes in Employment Status

     5.   Mr. Wilson understands that the Company reserves the right to make
          personnel decisions regarding his employment, including but not
          limited to decisions regarding any promotion, salary adjustment,
          transfer or disciplinary action, up to and including termination,
          consistent with the needs of the business; provided that any of the
          foregoing changes shall be subject to his rights under this Agreement.

                Proprietary Information and Inventions Agreement

     6.   Mr. Wilson agrees that he is bound by the terms of the Company's
          Proprietary Information and Inventions Agreement that he executed on
          May 30, 2001 (the "Proprietary Information Agreement"), which is
          incorporated into this Agreement by reference.

                                Employee Benefits

     7.   Mr. Wilson will continue to be eligible for the Company's standard
          benefits package which includes, but is not limited to, health
          insurance benefits. Mr. Wilson acknowledges that these benefits may
          change from time to time. Mr. Wilson will be covered by worker's
          compensation insurance and State Disability Insurance, as required by
          California State law.



                               Term of Employment

     8.   Mr. Wilson acknowledges that his employment with the Company is
          "at-will." In other words, either he or the Company can terminate Mr.
          Wilson's employment at any time for any reason, with or without cause
          and with or without notice. Mr. Wilson and the Company acknowledge
          that any such termination will be subject to this Agreement.

                              Integrated Agreement

     9.   This Agreement supercedes any prior agreements, representations or
          promises of any kind, whether written, oral, express or implied
          between the parties hereto with respect to the subject matters herein.
          It constitutes the full, complete and exclusive agreement between Mr.
          Wilson and the Company with respect to the subject matters herein.
          This Agreement cannot be changed unless in writing, signed by Mr.
          Wilson and the Chief Executive Officer from the Company.


     10.  If any term of this Agreement is held to be invalid, void or
          unenforceable, the remainder of this Agreement shall remain in full
          force and effect and shall in no way be affected, and the parties
          shall use their best efforts to find an alternative way to achieve the
          same result. This Agreement shall be governed by California law.

     Mr. Wilson and the Company agree to and accept the terms expressed in this
     Agreement. Mr. Wilson acknowledges that this is not an employment contract
     for any fixed period, and that either party may end the employment
     relationship at any time for any reason subject to the terms set forth

     /s/ Gary Wilson                                11/1/01
     -------------------------------                --------------------
     Gary Wilson                                    Date

     -------------------------------                --------------------
     Cardima, Inc.                                  Date



                                   APPENDIX A


     "Change in Control" shall mean the consummation of one of the following:

(a)  the acquisition of 50.1% or more of the outstanding stock of the Company
     pursuant to a tender offer validly made under any federal or state law
     (other than a tender offer by the Company);

(b)  a merger, consolidation or other reorganization of the Company (other than
     a reincorporation of the Company), if after giving effect to such merger,
     consolidation or other reorganization of the Company, the stockholders of
     the Company immediately prior to such merger, consolidation or other
     reorganization do not represent a majority in interest of the holders of
     voting securities (on a fully diluted basis) with the ordinary voting power
     to elect directors of the surviving or resulting entity after such merger,
     consolidation or other reorganization;

(c)  the sale of all or substantially all of the assets of the Company to a
     third party who is not an affiliate of the Company; or

(d)  the dissolution of the Company pursuant to action validly taken by the
     stockholder of the Company in accordance with applicable state law.

          "Cause" shall mean (a) Employee's willful misconduct or gross
     negligence in performance of his duties hereunder or material breach of
     this Agreement, including Employee's refusal to comply in any material
     respect with the legal directives of the Company's Chief Executive Officer
     or Board of Directors so long as such directives are not inconsistent with
     the Employee's position and duties, and such refusal to comply is not
     remedied within 20 working days after written notice from the Chief
     Executive Officer or Board of Directors, which written notice shall state
     that failure to remedy such conduct may result in Termination for Cause;
     (b) dishonest or fraudulent conduct, a deliberate attempt to do an injury
     to the Company, or conduct that materially discredits the Company or is
     materially detrimental to the reputation of the Company, including
     conviction of a felony related to or adversely reflecting on the Company;
     or (c) Employee's incurable material breach of any element of the Company's
     Proprietary Information Agreement, including without limitation, Employee's
     theft or other misappropriation of the Company's proprietary information.