0000898430-01-502718 Sample Contracts

EXHIBIT 4.2 ----------- REGISTRATION RIGHTS AGREEMENT by and between CardioDynamics International Corporation, a California corporation

Registration Rights Agreement • October 3rd, 2001 • Cardiodynamics International Corp • Electromedical & electrotherapeutic apparatus • New York

• Contract Type
  Registration Rights Agreement
• Filed
  October 3rd, 2001
• Company
  Cardiodynamics International Corp
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  New York

August 31, 2001

Cardiodynamics International Corp • October 3rd, 2001 • Electromedical & electrotherapeutic apparatus • California

• Company
  Cardiodynamics International Corp
• Filed
  October 3rd, 2001
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  California

Reference is made to a certain Securities Purchase Agreement dated as of August 31, 2001 (the "Purchase Agreement"), pursuant to which the Trust has agreed to sell (the "Sale") up to five hundred thousand (500,000) shares of CardioDynamics International Corporation (the "Company") Common Stock (the "Shares") to Pine Ridge Financial Inc. (the "Purchaser").