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                                                                    EXHIBIT 10.2
                                                                    ------------



                                   AMENDMENT
                                      TO
                   CARDIODYNAMICS INTERNATIONAL CORPORATION
                    1995 STOCK OPTIONS/STOCK ISSUANCE PLAN

                (As Amended and Restated Through May 20, 1998)

     THIS AMENDMENT to the CardioDynamics International Corporation 1995 Stock
Option/Stock Issuance Plan (the "Plan") has been adopted by the Board of
Directors of CardioDynamics International Corporation, a California corporation
(the "Corporation"), and approved by the shareholders of the Corporation.  This
Amendment amends the Plan in the following respects only:

1.   The second sentence of Article One, Section V.A., is hereby amended to read
     in full as follows:

          The maximum number of shares of common Stock which may be issued over
          the term of the Plan shall not exceed 6,000,000 shares.

2.   Article Two, Section I.F., is hereby amended to read in full as follows:

     F.   Limited Transferability of Options.
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          1.   Except as specifically provided in Section I.F.2 or Section I.P.3
               during the lifetime of the Optionee, the option shall be
               exercisable only by the Optionee and shall not be assignable or
               transferable other than by will or by the laws of descent and
               distribution following Optionee's death.

          2.   A Non-Statutory Option may be assigned in accordance with the
               terms of a "qualified domestic relations order" within the
               meaning of the Internal Revenue Code Section 414(p).

          3.   The Plan Administrator may, in its discretion, permit an Optionee
               to transfer all or any portion of a Non-Statutory Option, or
               authorize all or a portion of any Non-Statutory Option to be
               granted to an Optionee to permit transfer by such Optionee, to
               (i) the spouse, children or grandchildren of the Optionee (the
               "Immediate Family Members"), (ii) a trust or trusts for the
               exclusive benefit of such Immediate Family Members and/or such
               Optionee, (iii) a partnership or limited liability company, the
               partners or members of which are limited to the Optionee and/or
               such Immediate Family Members, or (iv) an entity exempt from
               federal income tax under Section 501(c) (3) of the Internal
               Revenue Code, or any successor provision (collectively, the
               "Permitted Transferees"); provided, that (x) the Optionee
               receives no consideration for any such transfer and
               (y) subsequent transfers of the transferred Non-Statutory Option
               shall be prohibited except those by will or the laws of descent
               and distribution or pursuant to a qualified domestic relations
               order. The stock option agreement or other documents evidencing
               any Non-Statutory Options with respect to which such
               transferability is authorized at the time of grant must be
               approved by the
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               Plan Administrator and must expressly provide for transferability
               in a manner consistent with this Section I.F.3.

          4.   Following the transfer of any Non-Statutory Option under either
               Section I.F.2 or I.F.3, (i) such Non-Statutory Option shall
               continue to be subject to the same terms and conditions as were
               in effect immediately prior to the transfer, provided that the
               term "Optionee" shall be deemed to refer to the Permitted
               Transferee, the recipient under a qualified domestic relations
               order, or the estate or heirs of a deceased Optionee, as
               applicable, to the extent necessary to enable such person to
               exercise the transferred Non-Statutory Option in accordance with
               the terms of this Plan and applicable law and (ii) the provisions
               regarding the Optionee's cessation of Service or death shall
               continue to be applied with respect to the original Optionee and,
               upon the Optionee's cessation of Service or death, the Non-
               Statutory Option shall be exercisable only to the extent and for
               the periods specified in the stock option agreement evidencing
               the Non-Statutory Option.

          5.   Any Optionee desiring to transfer a Non-Statutory Option pursuant
               to Section I.F.3 shall make application therefor in the manner
               and at the time specified by the Plan Administrator and shall
               comply with such other requirements as the Plan Administrator may
               determine to be necessary to insure compliance with all
               applicable securities laws.  The Plan Administrator shall not
               permit a transfer of a Non-Statutory Option if such transfer
               cannot be made in compliance with all applicable securities laws.

          6.   Neither the Plan Administrator nor the Corporation shall have any
               obligation to inform any transferee of a Non-Statutory Option of
               any expiration, termination, lapse or acceleration of such Non-
               Statutory Option.

3.   Article Four, Section I.F. is hereby amended to read in full as follows:

     F.   Limited Transferability of Options.
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          1.   An automatic option grant, together with the limited stock
               appreciation right pertaining to such option (collectively, for
               purposes of this Section I.F., the "Automatic Option Grant"), may
               be assigned in accordance with the terms of a "qualified domestic
               relations order" within the meaning of the Internal Revenue Code
               Section 414 (p).

          2.   The Plan Administrator may, in its discretion, permit  an
               optionee to transfer all or any portion of an Automatic Option
               Grant to (i) the spouse, children or grandchildren of the
               optionee (the "Immediate Family Members"), (ii) a trust or trusts
               for the exclusive benefit of such Immediate Family Members and/or
               such optionee, (iii) a partnership or limited liability company,
               the partners or members of which are limited to the optionee
               and/or such Immediate Family Members, or (iv) an entity exempt
               from federal income tax under Section 501(c) (3) of the Internal
               Revenue Code, or any successor provision (collectively, the
               "Permitted Transferees"); provided, that (x) the optionee
               receives no consideration for any such transfer and
               (y) subsequent transfers of the transferred Automatic Option
               Grant shall be prohibited except those by will or the laws of
               descent and distribution or pursuant to a qualified domestic
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               relations order. The stock option agreement or other documents
               evidencing any Automatic Option Grant with respect to which such
               transferability is authorized at the time of grant must be
               approved by the Plan Administrator and must expressly provide for
               transferability in a manner consistent with this Section I.F.3.

          3.   Following the transfer of any Automatic Option Grant under either
               Section I.F.1 or Section I.F.2, (i) such Automatic Option Grant
               shall continue to be subject to the same terms and conditions as
               were in effect immediately prior to the transfer, provided that
               the term "optionee" shall be deemed to refer to the Permitted
               Transferee, the recipient under a qualified domestic relations
               order, or the estate or heirs of a deceased optionee, as
               applicable, to the extent necessary to enable such person to
               exercise the transferred Automatic Option Grant in accordance
               with the terms of this Plan and applicable law and (ii) the
               provisions regarding the optionee's termination of service as a
               Board member shall continue to be applied with respect to the
               original optionee and, upon such termination of service as a
               Board member, the Automatic Option Grant shall be exercisable
               only to the extent and for the periods specified in the stock
               option agreement evidencing the Automatic Option Grant.

          4.   Any optionee desiring to transfer an Automatic Option Grant as
               permitted under Section I.F.2 shall make application therefor in
               the manner and at the time specified by the Plan Administrator
               and shall comply with such other requirements as the Plan
               Administrator may determine to be necessary to insure compliance
               with all applicable securities laws.  The Plan Administrator
               shall not permit a transfer of an Automatic Option Grant if such
               transfer cannot be made in compliance with all applicable
               federal, state and foreign securities laws.

          5.   Neither the Plan Administrator nor the Corporation shall have any
               obligation to inform any transferee of an Automatic Option Grant
               of any expiration, termination, lapse or acceleration of such
               Automatic Option Grant.

4.   As amended hereby, the Plan continues in full force and effect.

                              CARDIODYNAMICS INTERNATIONAL CORPORATION


                              By:  /s/  Steve P. Loomis
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                              Its: Corporate Secretary