Unassociated Document


    Exhibit
      4.4

     

    Apix
      International Limited

     

    Funding
      Term Sheet

     

    


     

    Best
      Effort Funding Agreement

     

    Company:
      Cardima Inc.

     

    Agent:
      Apix International Limited

     

     

    Funding
      Commitment:

     

    From
      the
      date of the execution of this Term Sheet, Cardima Inc. (the “Company”) hereby
      appoints Apix International Limited (the “Agent”) to be its exclusive agent to
      arrange a best efforts private placement funding with qualified investors (the
      “Placees”) for a period of 90 days.

     

    Placement:

     

    Minimum:
      8 Million Shares (US $4 Million)

     

    Maximum:
      20 Million Shares (US $10 Million)

     

    Price:
      US
      $0.50 per shares

     

    Warrant
      Coverage: 15% (3 Warrants for every 20 shares/ no fractional warrants)
      exercisable at $0.55 for 5 years with forced conversion if stock trades with
      a
      closing price over US $1.00 for 15 consecutive trading days.

     

    Over-Allotment:
      4 Million Shares (Aggregate Maximum 24 Million Shares)

     

    Fees:

     

    Placement
      Fee: 5% of gross proceeds (payable in shares issued at $0.50 per
      share)

     

    Agents
      Warrants: A Warrant entitling the Agent to purchase 2 Million shares of the
      Company for a period of 5 years at an exercise price of US $0.55 upon closing
      of
      the Minimum placement of the initial 8 Million shares.

     

    Registration
      Rights:

     

    The
      Company agrees to cause all the shares to be issued under this private
      placement, whether to the Agent, Placees, or their nominees, to be registered
      under the Securities Act on an effective and current registration statement
      as
      soon as reasonably practicable after the issuance and delivery of the
      shares.  Such registration rights shall be set forth in detail in the
      placement agreement to be executed by each Placee and in the form of warrant
      to
      be delivered to the Agent and the registration rights shall apply equally to
      the
      shares to be issued upon the exercise of the Warrants delivered to the Agent
      hereunder.

     

    Expenses:

     

    The
      Company shall pay the Agent’s expenses related to completion of this placement
      which expenses shall be US $ 75,000.00 unless otherwise agreed between the
      parties.

     

    Confidentiality:

     

    This
      Term
      Sheet is confidential and proprietary to each party. This Term Sheet shall
      not
      be disclosed to third parties without written consent.  Cardima Inc.
      shall be entitled to the extent required by applicable laws to describe this
      Term Sheet in regulatory filings and in an appropriate news
      release.

     

    This
      Term
      Sheet is hereby agreed between the parties.

     

     

    Apix
      International Limited

     

    By:
      /s/ Robert Cheney

     

    Cardima
      Inc.

     

    By:
      /s/ Tony Shum

     

    Dated
      this 5th day of
      October, 2007.