Exhibit 10.2

                        AMENDMENT NO. 1 TO LOAN AGREEMENT


     AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Agreement"),  dated as of November
10, 2005, by and between CARDIMA,  INC. (the "Borrower") and APIX  INTERNATIONAL
LIMITED  ("Apix"),  each a party to the Loan  Agreement  (the "Loan  Agreement")
entered into as of August 28, 2005, and the Warrant Agreement  ("Warrant") dated
as of August 28,  2005.  All  capitalized  terms used  herein and not  otherwise
defined herein shall have the respective  meanings provided to such terms in the
Loan Agreement.

                              W I T N E S S E T H :
                               - - - - - - - - - -


     WHEREAS, the parties wish to amend the Loan Agreement to extend the date by
which the Company is required to file a  registration  statement,  in accordance
with Section  10(b)(i)  thereof,  registering  all of the shares of Common Stock
issued or issuable with respect to the Warrant;

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:


                                   ARTICLE ONE

                           AMENDMENT TO LOAN AGREEMENT

     SECTION 1.1 Amendment to Loan Agreement.  By executing this Agreement,  the
Borrower and Apix hereby agree and acknowledge that Section 10(b)(i) of the Loan
Agreement is hereby  amended by deleting  "September  30, 2005" and inserting in
the place of such deletion "January 1, 2006."


                                   ARTICLE TWO

                                  MISCELLANEOUS

     SECTION 2.1  Counterparts.This  Agreement  may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which counterparts when executed and delivered  (including delivery by way of
facsimile) shall be an original,  but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower.

     SECTION  2.2  Governing  Law.  This  Agreement  shall be  governed  by, and
construed and enforced in accordance  with, the laws of the State of California,
excluding conflict of law principles that would cause the application of laws of
any other jurisdiction.

     SECTION 3.3 Effective  Date.  This  Agreement  shall become  effective (the
"Effective Date") as of the date first referenced above.


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     SECTION 3.4 Effect of  Amendment.  From and after the Effective  Date,  the
Loan  Agreement and all  references to the Loan  Agreement  pursuant to the Loan
Agreement  and the  other  documents  referenced  therein  shall be deemed to be
references to the Loan Agreement as modified  hereby.  This Agreement is limited
as specified and shall not constitute a modification,  amendment,  acceptance or
waiver of any  other  provision  of the Loan  Agreement  or any  other  document
referenced therein or herein.

     SECTION 3.5 Headings. The article,  section and subsection headings in this
Agreement  are for  convenience  only and  shall not  constitute  a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

     SECTION 3.6 Further Assurances.  From and after the date of this Agreement,
upon the request of any party hereto,  each party shall execute and deliver such
instruments,  documents  and other  writings as may be  reasonably  necessary or
desirable  to  confirm  and carry out and to  effectuate  fully the  intent  and
purposes of this Agreement.



                                    * * * * *



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     IN WITNESSES WHEREOF,  the parties hereto have caused their duly authorized
officers  to execute  and  deliver  this  Agreement  as of the date first  above
written.



                                            BORROWER:

                                            CARDIMA, INC.


                                            By: /s/ Gabriel B. Vegh
                                            -----------------------
                                            Name:  Gabriel B. Vegh
                                            Title: Chief Executive Officer







                                            LENDER:

                                            APIX INTERNATIONAL LIMITED



                                            By: /s/ Robert Cheney
                                            ----------------------
                                            Name: Robert Cheney
                                            Title:   Director