Seventh Amendment And Extension To Line Of Credit With Comerica Bank.

Exhibit 10.5.1

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This Seventh Amendment to Amended and Restated Loan and Security Agreement is entered into as of September 25, 2002 by and between COMERICA BANK-CALIFORNIA ("Bank") and CARDIODYNAMICS INTERNATIONAL CORPORATION, a California corporation ("Borrower").

RECITALS

Borrower and Bank are parties to that certain Credit Agreement dated as of January 15, 1999, as amended from time to time, including but not limited to that certain First Amendment to Credit Agreement dated as of February 14, 2000, that certain Second Amendment to Credit Agreement dated as of September 7, 2000, that certain Third Amendment to Credit Agreement dated as of March 29, 2001, that certain Fourth Amendment to Credit Agreement dated as of April 14, 2001, that certain Fifth Modification to Credit Agreement dated as of June 13, 2001 and that certain Sixth Modification to Credit Agreement dated as of June 13, 2002 (collectively, the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:


1. The date "September 13, 2002" in Section 1.01(a) of the Agreement (the "ABL Maturity Date") hereby is amended to read "September 13, 2003."


2. Section 1.01(a) of the Agreement hereby is hereby is amended in its entirety to read as follows:


"(a) Line of Credit ? Accounts Receivable, Notes Receivable Borrowing Base Constrained. Subject to all the terms and conditions of this Agreement, provided that no event of default has occurred and is continuing, and Borrower's Cash position remains above Four Million Dollars ($4,000,000), Bank shall upon Borrower's request, make advances ("ABL Loans") to Borrower, from time to time and in such amounts as Borrower shall request up to an aggregate principal amount outstanding not to exceed:


(1)


Eighty percent (80%) maximum of Eligible Accounts Receivable; plus


(2)


Twenty-five percent (25%) of the current portion of eligible notes receivable (meaning "those notes receivables that are no more than 60 days past due") generated from product sales, not to exceed $350,000;


as such Eligible Accounts, and notes receivable generated from product sales may be adjusted from time to time as provided for under Section 4.15 hereof (the "Borrowing Base") and in no event more than $4,000,000 (the "ABL Line of Credit"). Should Borrower's Cash position fall below Four Million Dollars ($4,000,000), the advance rate will be based on the results of the accounts receivable audit most recently conducted by Bank.


If at any time or for any reason, the outstanding principal amount of the ABL Loan Account (as defined below) is greater than the lesser of: (x) the Borrowing Base or (y) the ABL Line of Credit, Borrower shall immediately pay to Bank, in cash, the amount of such excess. Any commitment of Bank, pursuant to the terms of this Agreement, to make ABL Loans shall expire on the ABL Maturity Date (as hereinafter defined), subject to Bank's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall not be binding upon Bank unless it is in writing and signed by an officer of Bank. Provided that no Event of Default (as hereinafter defined) has occurred and is continuing, all or any portion of the ABL Loans advanced by Bank which are repaid by Borrower shall be


available for reborrowing in accordance with the terms hereof. Borrower promises ...