ex45.htm


    Exhibit
      4.5

     

     

    Apix
      International Limited

     

    Letter
      Agreement

     

    


     

    Parties:

     

    Cardima
      Inc.

    47266
      Benicia Street

    Fremont,
      California 94538-7330

    Attn:
      Mr.
      Tony Shum

    


    Hereinafter
      referred to as “Cardima”.

    


    And:

    


    Apix
      International Limited

    Attn:
      Mr.
      Robert Cheney

    Email:
      Cheney.robert@gmail.com

    


    Hereinafter
      referred to as “Apix”.

    


    Whereas:

    


    R.1           Apix
      acted as the fundraising agent on behalf of Cardima and successfully completed
      a
      US $9 Million PIPE;

    


    R.2           Apix
      is entitled to receive a five-percent common share commission in respect of
      the
      consulting/fund raising services provided (equivalent to 900,000 fully paid
      common shares);

    


    R.3           Cardima
      has requested that Apix waive its right to the five-percent fee on the terms
      as
      contained herein and Apix has agreed.

    


    NOW
      THEREFORE in consideration of one dollar and of other good and valuable
      consideration and in consideration of the promises, agreements, warranties
      and
      covenants herein contained  the parties hereto agree as
      follows:

    


    1.
      Apix agrees to forfeit completely
      any right to receive five-percent common share commission in respect of the
      US
      $9 Million funding raised in the PIPE completed in December 2007.

    


    2.
      Specifically, Apix agrees to forfeit
      the right to 900,000 fully paid common shares of Cardima.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.
      As compensation to Apix for agreeing
      to forfeit its rights, Cardima agrees to compensate Apix as
      follows:

    


    
      	
              ·  

            	
              Increase
                the number of agent’s warrants to be issued to APix from 2 Million to 3
                Million Warrants;

            


    

    
      	
              ·  

            	
              Transfer
                all rights, title and interest in a personal loan owing by one Phil
                Radlick (a Director of Cardima) with a current outstanding balance
                owing
                of approximately $360,000 from Cardima to Apix (hereafter referred
                to as
                the “Radlick Loan”).

            


    

    


    4.
      In
      respect of the Radlick Loan, Cardima hereby warrants and guarantees that the
      said loan shall have a recoverable value of not less than US $100,000 within
      12
      months from the date of this agreement.

    


    5.
      In the
      event the actual amount recovered by Apix in respect of the Radlick Loan is
      less
      than US $100,000 then Cardima agrees to immediately pay to Apix the amount
      of
      shortfall  on or before December 18, 2008.

    


    6.
      Cardima agrees to assist Apix in any manner reasonably necessary to recover
      the
      loan amount including providing documentation to substantiate the loan,
      executing transfers of legal title to the loan, filing documents with any court
      of competent jurisdiction to substantiate the loan and non-payment.

    


    7.
      Nothing in this agreement shall affect Apix’s right to be reimbursed for its
      agreed expenses of US $75,000 which shall be paid forthwith.

    


    Confidentiality:

    


    This
      agreement is confidential and proprietary to each party.  This
      agreement 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 agreement in regulatory filings.

    


    NOW
      THEREFORE AGREED between the parties hereto this 14th day of
      December,
      2007.

    


    


    Per:

    


    /s/
      Tony Shum

    Tony
      Shum, Chairman

    Cardima
      Inc.

    


    Per:

    


    /s/
      Robert Cheney

    Robert
      Cheney, Chairman

    Apix
      International Limited