CARDIMA INC
EXECUTIVE AGREEMENTS: ERIC K.Y. CHAN
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<TYPE>EX-10.34
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXECUTIVE AGREEMENTS: ERIC K.Y. CHAN
<TEXT>

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                                                                   Exhibit 10.34
                              EXECUTIVE AGREEMENT
                              -------------------

          This Executive Agreement is made and effective this 30th day of
August, 2000 by and between Cardima, Inc. (the "Company") and Eric K.Y. Chan
("Mr. Chan" or "the Employee").

                                   Recitals

          WHEREAS, Mr. Chan is currently employed by the Company as a Vice
President Product Development; and

          WHEREAS, the Company and Mr. Chan would like to enter into a new
Executive Agreement that sets forth the basic terms and conditions of Mr. Chan's
continued employment with the Company;

          THE PARTIES AGREE AS FOLLOWS:

                                 Compensation

          1.  Mr. Chan's salary shall be $160,000 on an annualized basis, which
will be paid biweekly, less regular payroll deductions, and will cover all hours
worked.  Mr. Chan's salary will be reviewed annually based generally on
performance and market conditions.  In addition, subject to approval of the
Board of Directors, Mr. Chan will be eligible for annual executive bonuses.

                                 Stock Grants

          2.  Pursuant to earlier agreements with the Company, Mr. Chan has been
granted options to purchase Company Common Stock.  In the event of a "Change in
Control" as defined in Appendix A, all of Mr. Chan's stock options granted will
become fully vested and exercisable at this time.

              Termination Without Cause and/or Change of Control

          3.  Mr. Chan and the Company agree that if Mr. Chan is terminated
without "Cause" (as defined in Appendix A), Mr. Chan (i) will receive an
additional six months of base salary, (ii) will receive a pro rata bonus based
upon the bonus Mr. Chan received in the preceding year, (iii) will vest as to
100% of the then remaining unvested Shares, if any, and (iv) Mr. Chan will have
ninety (90) days from the date of termination of his employment to exercise any
options.

              Mr. Chan and the Company agree that in the event of a "Change in
Control" (as defined in Appendix A) of the Company, Mr. Chan will vest as to
100% of the then remaining unvested Shares, if any.

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                                    Duties

          4.  Mr. Chan and the Company agree that Mr. Chan will continue to act
as Vice President Product Development.  Mr. Chan acknowledges that his duties
may change from time to time on reasonable notice, based on the needs of the
Company and based on his skills, both as reasonably determined by the Company.

          As an exempt employee Mr. Chan agrees that he will, to the best of his
ability and experience, loyally and conscientiously perform the duties and
obligations required of him pursuant to the terms of this Agreement.  Mr. Chan
is required to follow office policies and procedures adopted from time to time
by the Company and to take such general direction consistent with his positions
within the Company as he may be given from time to time by his superiors. The
Company reserves the right to change these policies and procedures at any time
upon reasonable notice. (Also see Adjustments and Changes in Employment Status).
Mr. Chan is required to devote his full business energies, efforts and abilities
to his employment, unless the Company expressly agrees in writing otherwise.

                  Adjustment and Changes in Employment Status

          5.  Mr. Chan understands that the Company reserves the right to make
personnel decisions regarding his employment, including but not limited to
decisions regarding any promotion, salary adjustment, transfer or disciplinary
action, up to and including termination, consistent with the needs of the
business; provided that any of the foregoing changes shall be subject to his
rights under this Agreement.

               Proprietary Information and Inventions Agreement

          6.  Mr. Chan agrees that he is bound by the terms of the Company's
Proprietary Information and Inventions Agreement that he executed on June 8,
1998 (the "Proprietary Information Agreement"), which is incorporated into this
Agreement by reference.

                               Employee Benefits

          7.  Mr. Chan will continue to be eligible for the Company's standard
benefits package which includes, but is not limited to, health insurance
benefits.  Mr. Chan acknowledges that these benefits may change from time to
time.  Mr. Chan will be covered by workers' compensation insurance and State
Disability Insurance, as required by California state law.

                              Term of Employment

          8.  Mr. Chan acknowledges that his employment with the Company is "at-
will."  In other words, either he or the Company can terminate Mr. Chan's
employment at any time for any reason, with or without cause and with or without
notice.  Mr. Chan and the Company acknowledge that any such termination will be
subject to this Agreement.

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                             Integrated Agreement

          9.   This Agreement supersedes any prior agreements, representations
or promises of any kind, whether written, oral, express or implied between the
parties hereto with respect to the subject matters herein. It constitutes the
full, complete and exclusive agreement between Mr. Chan and the Company with
respect to the subject matters herein. This Agreement cannot be changed unless
in writing, signed by Mr. Chan and the Chief Executive Officer from the Company.

                                 Severability

          10.  If any term of this Agreement is held to be invalid, void or
unenforceable, the remainder of this Agreement shall remain in full force and
effect and shall in no way be affected, and the parties shall use their best
efforts to find an alternative way to achieve the same result.  This Agreement
shall be governed by California law.

Mr. Chan and the Company agree to and accept the terms expressed in this
Agreement.  Mr. Chan acknowledges that this is not an employment contract for
any fixed period, and that either party may end the employment relationship at
any time for any reason subject to the terms set forth above.

__________________________                        __________________________
Eric K.Y. Chan                                         Date

___________________________                       __________________________
Cardima, Inc.                                          Date

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                                  APPENDIX A



DEFINITIONS

     "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.


    "Cause" shall mean (a) Employee's willful misconduct or gross negligence in
performance of his duties hereunder or material breach of this Agreement,
including Employee's refusal to comply in any material respect with the legal
directives of the Company's Chief Executive Officer or Board of Directors so
long as such directives are not inconsistent with the Employee's position and
duties, and such refusal to comply is not remedied within 20 working days after
written notice from the Chief Executive Officer or Board of Directors, which
written notice shall state that failure to remedy such conduct may result in
Termination for Cause; (b) dishonest or fraudulent conduct, a deliberate attempt
to do an injury to the Company, or conduct that materially discredits the
Company or is materially detrimental to the reputation of the Company, including
conviction of a felony related to or adversely reflecting on the Company; or (c)
Employee's incurable material breach of any element of the Company's Proprietary
Information Agreement, including without limitation, Employee's theft or other
misappropriation of the Company's proprietary information.

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