EXHIBIT 4.5

                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                   CARDIODYNAMICS INTERNATIONAL CORPORATION

     Michael K. Perry and Steve P. Loomis hereby certify that:

     1.   They are the Chief Executive Officer and Secretary, respectively, of
CardioDynamics International Corporation, a California corporation.

     2.   The first paragraph of Article Three of the Articles of Incorporation
of this corporation is amended to read as follows:

          "ARTICLE THREE: The corporation is authorized to issue two classes of
     stock, to be designated, respectively, "Common Stock" and "Preferred
     Stock." The total number of shares which the corporation is authorized to
     issue is 118,000,000 shares. 100,000,000 shares shall be Common Stock and
     18,000,000 shares shall be Preferred Stock."

     3.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the Board of Directors.

     4.   The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code.  The total number of outstanding shares of the
Corporation is 42,189,844 shares of Common Stock.  The number of shares voting
in favor of the amendment equaled or exceeded the vote required.  The percentage
vote required was more than 50 percent of all outstanding shares.  No shares of
Preferred Stock are outstanding.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

     Dated: July 27, 2000

                                   /s/ Michael K. Perry
                                   ---------------------------------------------
                                   Michael K. Perry, Chief Executive Officer



                                   /s/ Steve P. Loomis
                                   ---------------------------------------------
                                   Steve P. Loomis, Secretary