CARDIODYNAMICS INTERNATIONAL CORP
ADDENDUM TO OEM DEVELOPMENT & PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>dex103.txt
<DESCRIPTION>ADDENDUM TO OEM DEVELOPMENT & PURCHASE AGREEMENT
<TEXT>
<PAGE>

CONFIDENTIAL TREATMENT REQUESTED                                    EXHIBIT 10.3

CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH "[CONFIDENTIAL TREATMENT
REQUESTED]." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY
WITH THE SECURITIES EXCHANGE COMMISSION.

               ADDENDUM TO OEM DEVELOPMENT AND PURCHASE AGREEMENT

    This ADDENDUM TO OEM DEVELOPMENT AND PURCHASE AGREEMENT (this "Addendum") is
entered into as of April 24, 2002 by and between CardioDynamics International
Corporation, a California corporation with its principal offices located at 6175
Nancy Ridge Drive, Suite 300, San Diego, California ("CDIC") and GE Medical
Systems Information Technologies, Inc., a Wisconsin corporation (formerly known
as GE Marquette Medical Systems, Inc.) with its principal offices located at
8200 W. Tower Ave., Milwaukee, Wisconsin ("GE").

1.  Background and Certain Amendments.

    1.1  CDIC is a developer, manufacturer and distributor of medical devices,
equipment, related hardware, software and related products and accessories.

    1.2  GE is a developer, manufacturer and distributor of medical devices,
equipment, related hardware, software and related products and accessories,
including multi-parameter patient monitors.

    1.3  CDIC and GE entered into that certain OEM Development and Purchase
Agreement dated as of July 7, 2000, as amended (the "Agreement"), pursuant to
which the parties agreed to (i) the integration of CDIC's impedance cardiography
technology into GE's multi-parameter patient monitors, (ii) the sale and/or
license of such integrated products and technologies by GE to its customers and
(iii) the sale of CDIC sensors to GE customers, all upon the terms and
conditions as set forth in the Agreement.

    1.4  CDIC and GE desire to amend Sections 4.1 and 4.2 of the Agreement in
the manner set forth in subparagraphs (a) and (b) of this Section 1.4, which
amendments shall be effective only as long as this Addendum is effective. Upon
termination or expiration of this Addendum without termination or expiration of
the Agreement, Sections 4.1 and 4.2 of the Agreement shall revert to the
language in effect before the effectiveness of this Addendum.

         (a) The second sentence of Section 4.1 of the Agreement shall be
    amended to read in its entirety as follows: "The CDIC ICG Module Kits and
    components of the CDIC ICG Module Kits purchased from CDIC under this
    Agreement shall be used only as components in, incorporated into, or
    integrated with, the GE ICG Modules that GE sells or leases to third-Party
    users in the regular course of business for use with GE Patient Monitors,
    and such GE ICG Modules may be sold or leased by GE in any transaction other
    than an "Installed Base Sale". For purposes of this Agreement, an "Installed
    Base Sale" shall mean a direct sale or lease of a GE ICG Module to a
    third-Party hospital end user located in the United States for use with a
    previously purchased

<PAGE>
                                                CONFIDENTIAL TREATMENT REQUESTED

    or leased GE Patient Monitor; provided, however, that under no circumstances
    shall any such sale or lease to a hospital included within the GE MVP
    Authorized Hospital program be deemed an Installed Base Sale." GE has
    provided CDIC with a list of such hospitals included within the GE MVP
    Authorized Hospital program and will update such list from time to time.
    Such list shall be deemed to be Confidential Information within the meaning
    of the Agreement.

         (b) The first sentence of Section 4.2 of the Agreement shall be amended
    to read in its entirety as follows: "CDIC hereby grants to GE a
    non-exclusive, perpetual (subject to termination as provided in this
    Agreement) and non-transferable worldwide license, with the right to
    sub-license to purchasers/end-users of GE ICG Modules, to use the CDIC
    Software and related CDIC Documentation provided by CDIC solely in
    connection with operation of the components of CDIC ICG Module Kit in the GE
    ICG Module subject to the limitations set forth in the second sentence of
    Section 4.1 of this Agreement."

    1.5  CDIC and GE desire to amend and restate Exhibit A of the Agreement in
its entirety, and Exhibit A of this Addendum shall hereby constitute Exhibit A
of the Agreement. The amendment to the Agreement effected by this Section 1.5
shall remain effective (unless expressly agreed otherwise) as long as the
Agreement remains in effect regardless of whether this Addendum is terminated or
otherwise expires.

    1.6  CDIC and GE desire to amend that certain Omnibus Amendment entered into
as of November 22, 2000 by and between CDIC and GE, and such Omnibus Amendment
shall be amended by this Section 1.6 to provide that (i) from and after the date
of this Addendum GE shall have no commitment to purchase any minimum quantity of
"Products" or "OEM Products" under the "Agreements" (as such terms are defined
in the Omnibus Amendment), (ii) GE shall have no obligation for "Placement"
within the meaning of Paragraph 4 of the Omnibus Amendment and (iii) neither
party shall have [CONFIDENTIAL TREATMENT REQUESTED] of the Omnibus Amendment.
The amendment to the Agreement effected by this Section 1.6 shall remain
effective as long as any "Agreement" (as such term is defined in the Omnibus
Amendment) remains in effect regardless of whether this Addendum is terminated
or otherwise expires.

    1.7  CDIC and GE further desire to enter into this Addendum, pursuant to
which CDIC shall be GE's exclusive distributor for Installed Base Sales upon the
terms and conditions contained in this Addendum.

2.  Definitions.

    2.1  "GE ICG Modules" shall have the same meaning ascribed to the term
"Marquette ICG Modules" in the Agreement.

    2.2  "GE Patient Monitors" shall have the same meaning ascribed to the term
"Marquette Patient Monitors" in the Agreement.

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                                                CONFIDENTIAL TREATMENT REQUESTED

    2.3   "GE Software" means the software upgrade required to interface with
the GE ICG Module and display ICG information on the GE Solar 7000/8000, 8000M
and the GE DASH patient monitors. The required versions of each of these is
listed below:

          2.3.1  Solar 7000/8000 Version 7 Upgrade - 2002635-002

          2.3.2  Solar 8000M Version 3 Upgrade - 2004816-44

          2.3.3  Dash Software Upgrade (Version 3B) - 2009564-002

    2.4   "Installed Base Sale" shall have the meaning set forth in Section 1.4
(a) above.

    2.5   All other capitalized terms and phrases used in this Addendum which
are not otherwise defined herein shall have their respective meanings ascribed
to them in the Agreement.

3.  Appointment of CDIC as Distributor of GE ICG Module and GE Software.

    3.1   GE hereby appoints CDIC, during the term of this Addendum, as its
exclusive distributor of the GE ICG Module solely for Installed Base Sales and
as its non-exclusive distributor of the GE Software and RAC 2A hardware and
associated accessories as defined in Appendix B solely for Installed Base Sales,
and CDIC accepts such appointment for the term and upon the conditions and
agreements set forth in this Addendum. Under the Agreement (as amended by
Section 1.4 of this Addendum) GE is not authorized to make Installed Base Sales.

    3.2   GE and CDIC acknowledge that in order for GE to provide GE ICG Modules
to CDIC under this Addendum, GE will acquire CDIC ICG Module Kits from CDIC
under the terms and conditions of the Agreement. CDIC agrees that under no
circumstances shall GE be liable for failing to deliver GE ICG Modules in
accordance with this Addendum if such failure is a result of CDIC's failure to
deliver CDIC ICG Module Kits in accordance with the Agreement.

    3.3   In performing its obligations hereunder as GE's distributor of the GE
ICG Module and GE Software, CDIC agrees:

    (i)   To use its best efforts to further the promotion, marketing, sale
          and distribution of the GE ICG Module and GE Software for Installed
          Base Sales;

    (ii)  To maintain an adequate sales force whose duties include the sale
          and support of the GE ICG Module and GE Software for Installed Base
          Sales;

    (iii) To respond promptly to all inquiries from customers and potential
          customers, including complaints, and to promptly and effectively
          process all acceptable customer orders;

    (iv)  To diligently investigate all leads with respect to potential
          customers referred to CDIC by GE; and

                                       -3-

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                                                CONFIDENTIAL TREATMENT REQUESTED

    (v)   To refrain from advertising the GE ICG Module and GE Software
          or entering into any commitment to advertise the GE ICG Module
          and GE Software without first obtaining written approval from
          GE of the proposed advertising.

    3.4   All offers and quotations made by CDIC to potential customers for the
GE ICG Module and GE Software shall be issued in CDIC's name only. CDIC shall
not make any offers or quotations, execute any agreements or documents, or make
any commitments of any nature in the name of or on behalf of GE without the
prior written consent of GE.

4.  License.

    4.1   License Grant. GE grants to CDIC a limited, non-exclusive license
under the copyrights owned by GE in the GE Software to grant end-users a
perpetual, non-exclusive, non-transferable end-user license to use the object
code version of the GE Software solely in conjunction with GE Patient Monitors.
By way of example, and without any limitation intended, GE does not grant any
rights or licenses under any other intellectual property, including, but not
limited to, trademarks or patents owned by GE. Except as authorized by GE above
pursuant to the license grant, CDIC shall not disclose, furnish, transfer,
distribute or otherwise make available the GE Software or any portion thereof in
any form to any third party and shall not duplicate the GE Software or any part
thereof. Title to and ownership of any and all proprietary rights in or related
to the GE Software shall at all times remain with GE or its licensor(s). Nothing
in this Addendum shall be construed as a sale of any rights in the GE Software.
All references in this Addendum to sale, resale or purchase of a GE ICG Module
or GE Software upgrade, or references of like effect, shall, with respect to the
GE Software mean licenses or sublicenses of the GE Software pursuant to this
Section 4.1. CDIC shall not disassemble, decompile or otherwise reverse-engineer
the GE Software or any part thereof.

5.  Prices.

    5.1   Price for Modules. For each GE ICG Module that CDIC orders under this
Addendum, (i) GE shall purchase the CDIC ICG Module Kit required for the GE ICG
Module at a purchase price of [CONFIDENTIAL TREATMENT REQUESTED] and (ii) CDIC
shall purchase the GE ICG Module from GE at a purchase price equal to the then
applicable purchase price payable by GE for the GE ICG Module [CONFIDENTIAL
TREATMENT REQUESTED], excluding taxes and shipping charges, which amount shall
be payable by CDIC to GE no later than 45 days from the date that CDIC ships the
module to their customer, as shown on the monthly report described in section
10.1.

    5.2   Fees for GE Software Upgrades. For GE Software upgrades that CDIC
orders under this Addendum, (i) the first [CONFIDENTIAL TREATMENT REQUESTED]
licenses for each GE ICG Module shall be supplied to CDIC at no charge and (ii)
for each license beyond the first [CONFIDENTIAL TREATMENT REQUESTED] licenses,
CDIC shall pay GE a price equal to [CONFIDENTIAL TREATMENT REQUESTED], excluding
taxes and shipping charges. CDIC shall pay any fees to GE no later than 45 days
from the date that CDIC ships the module to their customer, as shown on the
monthly report described in section 10.1. In connection with its quarterly
payments under Section 5.3 below, CDIC shall provide to GE a list of customers
to which such sales were made and the gross revenue collected for each sale of
GE Software upgrades. If after receipt of such

                                       -4-

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information, it is determined that an adjustment to the fees paid under this
Section 5.2 is required, CDIC shall promptly pay such adjustment.

    5.3 Additional Fees for Modules. At the end of each CDIC fiscal quarter,
CDIC shall calculate (i) the total number of GE ICG Modules sold or licensed by
CDIC for which payment was collected during such quarter, and (ii) the aggregate
purchase price collected for such GE ICG Modules (the "Aggregate Quarterly
Collections"). CDIC shall pay GE an additional fee that is determined by
multiplying (i) the result of (x) minus (y) by (ii) [CONFIDENTIAL TREATMENT
REQUESTED] where:

    (x)      =     Aggregate Quarterly Collections; and

    (y)      =     The aggregate number of GE ICG Modules for which payment was
                   collected during such quarter x [CONFIDENTIAL TREATMENT
                   REQUESTED].

In the event the result of (x) minus (y) is negative, no additional fee shall be
payable to GE under this Section 5.3. CDIC shall pay any such additional fees to
GE no later than 30 days following the end of the CDIC fiscal quarter in which
the payment was received from the customer. With such quarterly payments, CDIC
shall provide to GE a list of customers to which such sales were made and the
gross revenue collected for each sale of GE ICG Modules.

    5.4 Fees for CDIC Sensors. GE shall be paid [CONFIDENTIAL TREATMENT
REQUESTED]for any CDIC DSB Sensors sold to customers in connection with an
Installed Base Sale in accordance with the terms and conditions of Section 5.2
of the Agreement.

    5.5 Taxes. All prices are exclusive of all federal, state and local taxes,
levies and assessments, and CDIC shall be responsible for the payment of all
such taxes, levies and/or assessments imposed on the products sold by GE to CDIC
hereunder, excluding taxes based on GE's net income from the transaction.

6.  Scope of Delivery

    6.1 Purchase Orders. Purchase orders for GE ICG Modules and GE Software
upgrades (via Fax, e-mail, other electronic transmission or paper) under this
Addendum ("Orders") must be received by GE during the term of this Addendum and
must specify a delivery date that is not earlier than contemplated in the
lead-time schedule outlined below under Section 6.5. There is [CONFIDENTIAL
TREATMENT REQUESTED]. Each Order shall be subject to the terms set forth herein
to the exclusion of any additional or contrary terms set forth in the Order.

    6.2 Order Acknowledgements. Orders shall be acknowledged by GE within five
(5) days after receipt of the Order. If the requested delivery time is less than
the agreed upon lead-time as set forth in Section 6.5, GE shall complete the
requirements of such nonconforming order within the agreed lead-time.

    6.3 Forecasts. CDIC will provide to GE a non-binding initial forecast prior
to May 3rd, 2002 for purposes of GE ordering of initial component volumes. CDIC
shall furnish to GE a non-binding quarterly forecast during the term of this
Addendum for the following twelve

                                       -5-

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                                                CONFIDENTIAL TREATMENT REQUESTED

months. If quarterly Orders exceed [CONFIDENTIAL TREATMENT REQUESTED] GE ICG
Modules, GE reserves the right to request non-binding monthly forecasts.

     6.4 No [CONFIDENTIAL TREATMENT REQUESTED]. CDIC has [CONFIDENTIAL TREATMENT
REQUESTED].

     6.5 Lead Times. The agreed upon lead time for delivery of the GE ICG Module
is 60 days from the date of receipt by GE of an Order.

     6.6 Section 6.6 of the Agreement shall be amended to read in its entirety
as follows: "The agreed lead time for delivery of the CDIC ICG Module Kit is
sixty (60) days from receipt by CDIC of an order."

     6.7 Cancellation Charges Under Agreement. GE shall have no liability for
cancellation charges under Section 6.4 of the Agreement if GE's cancellation of
an Order under the Agreement is a result of CDIC's cancellation of an Order
under this Addendum.

7.   Terms of Payment.

     7.1 Invoices. CDIC shall pay to GE the amounts payable under this Addendum
in accordance with the provisions of Section 5. Nothing herein shall affect GE's
right to withhold shipment or otherwise exercise its rights under Section 16
(Termination) hereof in the event of CDIC's failure to make payment hereunder
when due.

     7.2 Late Payment Charge. Subject to applicable law, service and/or interest
charges not exceeding [CONFIDENTIAL TREATMENT REQUESTED] or the highest amount
permitted by law may, at the election of GE, be assessed on amounts past due
more than thirty (30) days (that is, more than thirty (30) days after the
payment due date as specified in Section 5 hereof).

8.   Shipment and Delivery.

     8.1 Delivery Location. Each shipment by GE of GE ICG Modules and GE
Software upgrades must indicate the exact address and CDIC purchase order number
on the outside of the packaging as follows:

         CardioDynamics International Corporation
         6175 Nancy Ridge Drive, Suite 300
         San Diego, California 92121
         P.O. Number #########

     8.2 Delivery Terms. All shipments by GE hereunder shall be FOB GE's
applicable warehouse or place of production. All GE ICG Modules shall be deemed
delivered and subject to CDIC's dominion and control when placed in the
possession of a carrier designated by CDIC, properly packed and ready for
shipment to CDIC. GE shall cooperate with CDIC in the documentation and proof of
loss claims promptly presented by CDIC to the appropriate carrier and/or
insurer.

                                       -6-

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                                                CONFIDENTIAL TREATMENT REQUESTED

     8.3 Delivery Date and Date of Dispatch. The requested delivery date shall
be specified on the Order provided that such delivery date must be at least 60
days after the date GE receives the Order. GE shall utilize commercially
reasonable efforts to ensure that the Order is delivered in accordance with GE's
Order acknowledgement and that the date of dispatch is three (3) days prior to
the delivery date.

9.   Installation, Training and Warranty.

     9.1 Installation. CDIC and GE shall mutually arrange for an authorized
representative of GE to see to the prompt and effective installation of the GE
ICG Modules and GE Software upgrades that CDIC sells under this Addendum, which
shall be scheduled to occur within 30 days from the date CDIC ships the GE ICG
Module to the customer, unless extended at the customer's request. The costs for
labor, parts, or travel to perform such installation shall be at GE's sole
expense.

     9.2 Customer Training. CDIC shall provide user training at the customer's
location, at CDIC's sole expense, with respect to the GE ICG Module and GE
Software upgrade, except in instances where the customer is running earlier than
version 3 software for its Dash, or version 6 software for its Solar
7000s/8000s, in which case GE shall provide user training at the customer's
location, at GE's sole expense.

     9.3 Warranty. Each product purchased by CDIC for resale to a customer
hereunder will be accompanied by GE's warranty certificate setting forth the
terms of GE's warranty of the product to the customer, in form from time to time
determined by GE. Such warranty shall begin either upon installation or delivery
to the customer, in accordance with GE's policy for such warranty. GE agrees to
perform all of its warranty obligations to and for the benefit of the customer
in accordance with the terms of such warranty certificate. GE may require, as a
condition to the effectiveness of its warranty undertaking, that the customer
mail to GE a written confirmation of receipt of the product accompanied by such
other information as GE may require. GE'S WARRANTIES TO CDIC'S CUSTOMERS, AS SET
FORTH IN SUCH CERTIFICATE, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE; AND SUCH WARRANTIES SHALL BE ENFORCEABLE BY AND ONLY BY THE
CUSTOMERS.

10.  Regulatory Matters.

     10.1 Certain Regulatory Matters. CDIC shall furnish to GE on a monthly
basis, on such forms as GE may determine, information with respect to each sale
of products hereunder including, but not limited to, (A) name of customer; (B)
address of customer; (C) customer invoice number; (D) vendor catalog number; (E)
invoice quantity; and (F) date of customer invoice. CDIC recognizes that the
maintenance of such information by GE is necessary for GE to discharge its
responsibility for tracking medical devices, as required by law. CDIC further
agrees to notify GE, in writing, immediately after CDIC gains knowledge thereof,
of the death or any injury to person or property alleged to be caused by or
suffered incident to the use of a product sold by CDIC hereunder.

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                                                CONFIDENTIAL TREATMENT REQUESTED

     10.2 Product Recalls of GE ICG Modules. No recall with respect to GE ICG
Module shall be initiated except at the direction of GE. If the recall is
related to a CDIC Product, it shall be governed by the Agreement.

     10.3 Traceability of CDIC Products and GE ICG Modules. For the purpose of
facilitating product traceability, all CDIC ICG Module Kits and all GE ICG
Modules shall require identification of an internal order number and tracking
code. The Parties shall develop a methodology for placing such internal order
number and tracking codes on all such products, to ensure, among other things,
that the parties can differentiate (i) CDIC ICG Module Kits sold by CDIC
pursuant to the Agreement versus those sold by CDIC pursuant to this Addendum
and (ii) and GE ICG Modules which are to be sold by GE pursuant to the Agreement
versus those which are to be sold by CDIC pursuant to this Addendum.

11.  Ownership and Protection of Results.

     GE and CDIC shall have the same rights and obligations under this Addendum
with respect to ownership and protection of intellectual property as set forth
in Section 15 of the Agreement.

12.  Documentation and Training.

     GE agrees to provide CDIC with such product literature, operations and
maintenance manuals, and other information and training as is mutually agreed,
to enable CDIC to properly sell GE ICG Modules, provided that in no event shall
the source code or source listings of GE Software be required to be disclosed or
provided by GE to CDIC.

13.  Confidentiality.

     GE and CDIC shall have the same rights and obligations under this Addendum
with respect to confidentiality as set forth in Section 17 of the Agreement.

14.  Warranties and Indemnification.

     CDIC and GE shall have the same rights and obligations under this Addendum
with respect to warranties and indemnification as set forth in Section 18 of the
Agreement; provided, however, that CDIC shall also hold harmless and indemnify
GE pursuant to such section for losses, damages, or expenses of whatever form or
nature, including attorneys fees and other costs of legal defense, that GE may
sustain or incur as a result of any third party claim resulting from (i) any
negligent or tortious act or omission of CDIC, its officers, directors,
employees, agents or subcontractors or their employees or (ii) any
representation or statement by any of them not specifically authorized by GE
herein or in writing.

15.  Trademarks.

     GE and CDIC shall have the same rights and obligations under this Addendum
with respect to trademarks as set forth in Section 19 of the Agreement.

                                       -8-

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                                                CONFIDENTIAL TREATMENT REQUESTED

16.  Term and Termination.

     16.1 Term and Renewal. The initial term of this Addendum shall commence on
January 1, 2002 and shall continue until July 1st, 2004, which date the Parties
agree is the last day of the initial term of the Agreement. The term of this
Addendum shall be renewed automatically for successive twelve (12) month
periods, unless either Party provides written notice of termination to the other
Party at least sixty (60) days prior to expiration of this Addendum.

     16.2 Termination Without Cause. Either party may terminate this Addendum at
any time without cause upon 90 days prior written notice to the other party.

     16.3 Termination For Material Breach. Either Party may terminate this
Addendum upon written notice to the other party if the other party shall (1)
commit a material breach or default in the performance of this Addendum and fail
to remedy such breach or default within thirty (30) days after written notice
thereof from the other party; (2) file a petition of any type as to its
bankruptcy, be declared bankrupt, become insolvent, make an assignment for the
benefit of creditors, go into liquidation or receivership, or otherwise lose
legal control of its business; (3) be in such adverse financial condition as to
endanger its ability to perform its obligations under this Addendum. GE reserves
the right, without terminating this Addendum, to refuse shipments to CDIC in the
event that CDIC's account with GE becomes delinquent.

     16.4 Termination of Agreement. This Addendum shall automatically terminate
upon the termination or expiration of the Agreement. Termination or expiration
of the Addendum, however, shall not automatically terminate the Agreement.

     16.5 Rights of the Parties Upon Termination. In the event of the
termination of this Addendum for any reason, the parties shall have the
following rights and obligations:

     (a)  Termination of this Addendum shall not release either party from the
          obligation to make payment of all amounts then or thereafter due and
          payable to the other.

     (b)  The terminating party shall have the right, at its option, to cancel
          any and all accepted purchase orders that have not yet been filled.

     (c)  Neither party shall be entitled to any compensation or reimbursement
          for inability to recoup any investment made in connection with
          performance under this Addendum, loss of prospective profits or
          anticipated sales or other losses occasioned by termination of this
          Addendum.

17.  Insurance.

     CDIC and GE shall have the rights and obligations set forth in Section 22
of the Agreement with respect to insurable claim or claims which might or could
arise regarding GE ICG Modules purchased from GE under this Addendum.

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                                                CONFIDENTIAL TREATMENT REQUESTED

18.  Dispute Resolution.

     CDIC and GE shall have the rights and obligations set forth in Section 24
of the Agreement with respect to any dispute, controversy or claim arising out
of or relating to this Addendum or the validity, interpretation, breach or
termination thereof.

19.  General Provisions.

     19.1 Miscellaneous Provisions. Except with respect to Limitation of
Liability which shall be governed by Section 19.2 below, CDIC and GE shall have
the rights and obligations set forth in Section 25 of the Agreement with respect
to this Addendum.

     19.2 Limitation of Liability. Except as provided in Section 14, each
party's liability to the other for any breach of this Addendum shall be limited
to payments received by GE from CDIC hereunder. IN NO EVENT SHALL GE BE LIABLE
TO CDIC UNDER THIS AGREEMENT (a) FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, EVEN IF GE HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b)
WITH RESPECT TO ANY CLAIMS FOR NEGLIGENCE OR OTHER TORT OR ON ANY STRICT
LIABILITY THEORY.

     IN WITNESS WHEREOF, this Addendum has been duly executed as a sealed
instrument as of the date specified above.

CardioDynamics International               GE Medical Systems Information
Corporation                                Technologies, Inc.

By:     /s/ Steve Loomis                   By:      /s/ Kevin King
      ___________________________                 _________________________

Title:  Chief Financial Officer            Title:   V.P., General Manager
      ___________________________                 _________________________


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                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT A

                    to OEM Development and Purchase Agreement

                        CDIC PRODUCTS AND PURCHASE PRICES

A)       CDIC ICG MODULE KIT:

         Pricing:

         Transfer price for CDIC ICG Module Kit: [CONFIDENTIAL TREATMENT
         REQUESTED] on Licensing fees are available for [CONFIDENTIAL TREATMENT
         REQUESTED]. Licensing fees do not apply to [CONFIDENTIAL TREATMENT
         REQUESTED] of service loaner ICG modules to be determined later, but
         are estimated at approximately [CONFIDENTIAL TREATMENT REQUESTED].

         Discounts for Achieving Cumulative Purchase Volumes:

         ----------------------------------------------------------------
          Cumulative Quantity     Price (license fee)     [CONFIDENTIAL
                                                            TREATMENT
                                                            REQUESTED]
         ----------------------------------------------------------------
                       [CONFIDENTIAL TREATMENT REQUESTED]
         ----------------------------------------------------------------


B.  CDIC ICG SENSORS:

         GEMS-IT may purchase sensors from CDIC for direct distribution or
         distribution through the GEMS Accessories Group to all countries
         including the U.S. at a transfer price of [CONFIDENTIAL TREATMENT
         REQUESTED][CONFIDENTIAL TREATMENT REQUESTED] per application
         [CONFIDENTIAL TREATMENT REQUESTED], or [CONFIDENTIAL TREATMENT
         REQUESTED] per case of [CONFIDENTIAL TREATMENT REQUESTED] applications
         [CONFIDENTIAL TREATMENT REQUESTED][CONFIDENTIAL TREATMENT REQUESTED]:

         ----------------------------------------------------------------
          Cumulative Quantity     Price per Case          [CONFIDENTIAL
                (Cases)                                     TREATMENT
                                                            REQUESTED]
         ----------------------------------------------------------------
                       [CONFIDENTIAL TREATMENT REQUESTED]
         ----------------------------------------------------------------

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                                                CONFIDENTIAL TREATMENT REQUESTED

         GEMS-IT will provide CDIC with detailed customer sensor purchase
         information by customer and by country on a quarterly basis. CDIC shall
         pay a [CONFIDENTIAL TREATMENT REQUESTED] of GE ICG Module sensor sales
         in connection with an Installed Base Sale to entities other than
         GEMS-IT or GEMS Accessories Group in accordance with Section 5.4 of the
         Agreement.

C.  CDIC SPARE PARTS/ACCESSORY PRICES

         -----------------------------------------------------------------------
          Orderable Parts / Products      CDIC List Price       GEMS-IT Price
                                              (US$)                (US$)
         -----------------------------------------------------------------------
          ICG PCB Set (replacement)        [CONFIDENTIAL        [CONFIDENTIAL
                                             TREATMENT            TREATMENT
                                             REQUESTED]           REQUESTED]
         -----------------------------------------------------------------------
          Sensor Cable (replacement)*      [CONFIDENTIAL        [CONFIDENTIAL
                                             TREATMENT            TREATMENT
                                             REQUESTED]           REQUESTED]
         -----------------------------------------------------------------------
                 User Manual               [CONFIDENTIAL        [CONFIDENTIAL
                                             TREATMENT            TREATMENT
                                             REQUESTED]           REQUESTED]
         -----------------------------------------------------------------------
                  BioZ.sim                 [CONFIDENTIAL        [CONFIDENTIAL
                                             TREATMENT            TREATMENT
                                             REQUESTED]           REQUESTED]
         -----------------------------------------------------------------------

         * The warranty period for the sensor cable is 90 days from shipment.
         Any [CONFIDENTIAL TREATMENT REQUESTED] realized on the Sensor Cable
         achieved through the joint efforts of GEMS-IT and CDIC [CONFIDENTIAL
         TREATMENT REQUESTED]. (i.e. a [CONFIDENTIAL TREATMENT REQUESTED] shall
         be based solely on [CONFIDENTIAL TREATMENT REQUESTED].

                                       -12-

<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                                    EXHIBIT B

                       GEMSIT PRODUCTS AND PURCHASE PRICES

ICG MODULE KIT Accessories:

         Transfer price for RAC 2A , Cables and Accessories



         -----------------------------------------------------------------------
          Part Number                Description                 Transfer Price
         -----------------------------------------------------------------------
            TR2P=A                      RAC 2A                   [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-006            2 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-001            5 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-002           10 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-003           15 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-004           20 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
          418335-005           25 Foot RAC 2A Cable              [CONFIDENTIAL
                                                                   TREATMENT
                                                                   REQUESTED]
         -----------------------------------------------------------------------
           80724-006   CORD PWR 125V 6 FT STR (United States)      Included
         -----------------------------------------------------------------------

                                       -13-

</TEXT>
</DOCUMENT>
