EXHIBIT
10.19






CONSULTANT
AGREEMENT








This
agreement is effective September 1, 2008 and is between Tony Shum **
(hereinafter referred to as “Consultant”) and Cardima, Inc., a Delaware
Corporation located in Fremont, California (hereinafter referred to as
“Cardima”).





Whereas
Cardima desires to have Consultant act as general consultant to provide services
to Cardima, and Consultant desires to act as such a Consultant to Cardima,
Consultant and Cardima agree as follows:





1.
            SERVICES


Consultant
shall provide business development and financial advisory services to Cardima
and perform other duties customarily associated with the position of Chairman
and Director of Cardima (“Agreed Services”).  It is understood that
the Consultant is a resident of Hong Kong and will not be required to relocate
to perform the Agreed Services.





2.
            TERM


The
initial term of this agreement shall be for 36 months commencing on the
effective date.  A further 36 month extension shall be permitted at
the option of either party.  This agreement may only be terminated by
mutual consent.





3.
            COMPENSATION


Cardima
shall pay Consultant at the net rate of $288,000.00 per 12 months for services
which will be payable in advance.





All
compensation for the entire initial 36 month term of this Agreement and the
further 36 month extension to this Agreement shall be immediately payable upon a
Change of Control of Cardima as defined in Appendix A of this
Agreement.  For the avoidance of doubt, the net compensation due to
the Consultant in the event of a Change of Control in Cardima is defined as
$1,728,000.00 less any payments already made to the Consultant.





Cardima
shall reimburse Consultant for any travel and other relevant expenses related to
the performances of the Agreed Services as determined by the Consultant to be in
the best interest of Cardima.  Consultant is responsible for making
his own arrangements using the most practical and economical route traveling
business class.





4.
            TAXES


Cardima
acknowledges and agrees that it shall be obligated to report as self-employment
income all compensation for services paid to Consultant by
Cardima.  Cardima agrees to indemnify Consultant and hold Consultant
harmless to the extent of any obligations imposed by law on Consultant to pay
any withholding taxes, social security, unemployment or disability insurance, or
similar items in connection with any compensation paid to Consultant by Cardima
for any services rendered as a consultant, director of the company or in any
other corporate capacity.





5.
            CONFIDENTIAL INFORMATION


Consultant’s
rendering of services to Cardima creates a relationship of trust and confidence
between Cardima and Consultant.  During and after Consultant’s
rendering of services to Cardima, Consultant will not use or disclose or allow
anyone else to use or disclose any confidential information or knowledge
relating to Cardima, its employees, products, suppliers or customers, except as
may be necessary in the performance of Consultant’s work for Cardima or as may
be authorized in advance by appropriate officials of Cardima.





Consultant
will not disclose directly or indirectly to any third party or parties any
information or knowledge Consultant may acquire with respect to innovations,
business strategies, financial information, employee lists, customer lists,
inventories, designs, methods, systems, improvements, trade secrets, or other
private or confidential matters of Cardima without Cardima’s prior written
consent.




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6.
            Ownership
      of Inventions:All inventions,
      discoveries, and improvements, related to Cardima Confidential Information
      conceived or reduced or practice or otherwise developed by Recipient or
      Recipient’s employees during the course of work under this Agreement
      (hereinafter DEVELOPMENTS), shall be the sole and exclusive property of
      Cardima.  Recipient and Recipient’s employees hereby agree to
      assign to Cardima or its designee, without further consideration,
      Recipient’s and Recipient’s employees’ entire right, title, and interest
      in and to DEVELOPMENTS.  Recipient and Recipient’s employees
      shall disclose promptly and in writing to Cardima all DEVELOPMENTS made by
      Recipient or Recipient’s employees.  Recipient and Recipient’s
      employees shall assist Cardima (at Cardima’s expense) to obtain and
      enforce any and all proprietary rights relating to DEVELOPMENTS, including
      patents, trademarks, copyrights and mask work
    rights.




The
foregoing obligations relating to DEVELOPMENTS shall survive expiration or
termination of this Agreement for any reason.





7.
            CONFLICT
      OF INTEREST


Consultant
represents that Consultant has no other agreements or commitments which would
hinder Consultant’s performance of obligations under this Agreement, and that
Consultant will not enter into any such agreements.





8.
            RETURN
      OF COMPANY MATERIALS


Upon
termination of Consultant’s services to Cardima, Consultant will promptly return
to Cardima, and will not take with Consultant or use, all items of any nature
that belong to Cardima.





9.
            ASSIGNMENT


Consultant
agrees that Consultant may not assign this agreement or delegate duties herein
without Cardima’s prior written consent.





IN
WITNESS WHEREOF, the parties have duly executed this Agreement this 15th day of
March, 2009.








/s/
      Tony Shum
            
            /s/
      Richard GastonTony
      Shum
              Consultant
            
            Dr.
      Richard Gaston, Director
              CARDIMA,
      Inc.








**For
disclosure to the Board of Directors of Cardima:  Tony Shum is the
current Chairman and a Director of Cardima.  In order to comply with
internal conflict of interest procedures, Mr. Shum shall take no part in
discussing and/or approving the entering into this or any other contract or
agreement between Cardima and himself.





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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.





For the
avoidance of doubt, the issuance of stock of the Company for financing purposes
shall not constitute a “change in control” even if it results in the purchasers
of such stock holding more than 50.1% of the Company’s stock.  For
purposes of making the foregoing determinations, all outstanding securities
shall be taken into account and convertible securities of the Company shall be
calculated on an as-converted basis.














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