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                                                                    EXHIBIT 10.2

                              AMENDMENT AGREEMENT

                                       to

                   Distributor Agreement dated June 28, 1997
                        between Navius and Fukuda Denshi

                                    RECITALS

This AMENDMENT AGREEMENT is entered into as of August 31st, 1998, by and among
Navius Corporation, a California corporation ("Navius"), Fukuda Denshi Co., Ltd.
("Distributor") a Japanese corporation, and EndoSonics corporation,
("EndoSonics") a Delaware corporation.

                                   WITNESSETH

WHEREAS, on the 5th day of August, 1998, Navius was acquired by EndoSonics and 
is now a wholly owned subsidiary of EndoSonics, and WHEREAS, there is currently 
a DISTRIBUTION AGREEMENT between Navius and Distributor dated June 28, 1997 
("DISTRIBUTION AGREEMENT"), and
WHEREAS, Navius, EndoSonics, and Distributor desire to amend the DISTRIBUTION 
AGREEMENT in order to reflect the new ownership of Navius and the new 
arrangements as hereinbelow set forth, NOW THEREFORE, in consideration of the 
mutual covenants and agreements on the amendment of the DISTRIBUTION AGREEMENT 
contained herein, Navius, EndoSonics, and Distributor agree as follows:

Sections 7.1.1. and 7.1.2. of the DISTRIBUTION AGREEMENT shall be amended as 
follows:

     7.1.1.     Price.  Distributor agrees to pay Navius the purchase price set 
forth in Exhibit D. Distributor and Navius will negotiate and agree on an 
annual basis changes to the prices set forth in Exhibit D.

     7.1.2.     Price Reduction.  Navius shall reduce the current price to 
Distributor of the vintage balloon catheter by $50 U.S. Dollars per unit on all 
shipments to Distributor from the date of this Amendment Agreement.

Section 9.3. of the DISTRIBUTION AGREEMENT shall be amended as follows:

     9.3.       Infringement by Third Party.  If Distributor is or becomes 
aware of an infringement or a potential infringement of any Product trademarks 
registered in the name of Navius, it will promptly notify Navius. If Navius 
decides not to take action against such infringement, Distributor shall have 
the right to defend the trademark, at its own expense, provided that it will 
hold harmless and reimburse Navius for all costs, expense and damages which may 
be imposed on Navius in connection with such action, and provided further that 
if Distributor decides to defend the trademark, Navius shall register the sale 
and exclusive fully paid up license ("Senyo Shiyou Ken") of such Navius' 
trademark in favor of Distributor.

Section 14.1. of the DISTRIBUTION AGREEMENT shall be amended as follows:

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     14.1.      Term. The initial term of this Agreement shall commence of June 
28, 1997, and continue unless earlier terminated, until the date ten (10) years 
from the Approval Date. Thereafter, the term of the Distribution Agreement may 
be renewed by mutual agreement of the parties for successive periods of two (2) 
years each, provided that (i) Distributor has fulfilled its minimum purchase 
obligation agreed upon with Navius on or before September 30 of each year and 
(ii) the parties mutually agree to minimums for each extension year.

Section 17.6. of the DISTRIBUTION AGREEMENT shall be amended as follows to add 
notice to EndoSonics;

     If to EndoSonics         2870 Kilgore Road
                              Rancho Cordova, CA 95670
                              Fax: (916) 638-7976
                              Attn: President

The parties hereto confirm that the DISTRIBUTION AGREEMENT shall continue in 
effect with the amendments thereto made by this Amendment Agreement. EndoSonics 
as the sole owner of Navius hereby undertakes to succeed to and fulfill the 
obligations of Navius under the Distribution Agreement.

IN WITNESS WHEREOF, Navius, Distributor and EndoSonics have executed this 
Amendment Agreement, in triplicate originals, by their respective officer 
hereunto duly authorized, as of the day and year hereinabove written.

                                        Navius
                                        By: /s/ Richard L. Fischer
                                            ---------------------------
                                        Name:    Richard L. Fischer
                                              -------------------------
                                                       (print)
                                        Title:   President
                                               ------------------------

                                        DISTRIBUTOR
                                        Fukuda Denshi Co., Ltd.
                                        By: /s/ Kotaro Fukuda
                                            ---------------------------
                                        Name:    Kotaro Fukuda
                                              -------------------------
                                                       (print)
                                        Title:   President
                                               ------------------------

                                        EndoSonics
                                        By: /s/ Reinhard J. Warnking
                                            ---------------------------
                                        Name:    Reinhard J. Warnking
                                              -------------------------
                                                       (print)
                                        Title:   President & CEO
                                               ------------------------