CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST

This Third Amendment (the “Amendment”) is made as of June 10, 2005, by and between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation d/b/a GE Healthcare (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223.

WHEREAS, CSI and GEMS-IT are parties to that certain OEM Purchase and Supply Agreement dated July 29, 2003, an “Addendum 1” to the OEM Purchase and Supply Agreement dated as of March 24, 2004, Amendment One to OEM Purchase and Supply Agreement dated August 10, 2004 (“Amendment One”), and Second Amendment to OEM Purchase and Supply Agreement dated February 14, 2005 (collectively, the “OEM Purchase and Supply Agreement”).

WHEREAS, CSI and GEMS-IT desire to supplement and amend the OEM Purchase and Supply Agreement as set forth herein.

WHEREAS, CSI and GEMS-IT are simultaneously entering into that certain Exclusive Distribution Agreement for United States and Canadian Hospitals (“Exclusive Distribution Agreement”) to provide GEMS-IT with certain exclusive distribution rights with respect to the OEM Products.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, is the parties hereto agree as follows:

1.  Construction. Except as provided in this Amendment, the terms and conditions set forth in the OEM Purchase and Supply Agreement shall remain unaffected by the execution of this Amendment. To the extent any provisions or terms set forth in this Amendment conflict with the terms set forth in the OEM Purchase and Supply Agreement, the terms set forth in this Amendment shall govern and control. Terms not otherwise defined herein, shall have the meanings set forth in the OEM Purchase and Supply Agreement. This Amendment amends the OEM Purchase and Supply Agreement and not that certain OEM Purchase Agreement entered into by the parties on July 29, 2003.

2.  Section 1.3 is hereby amended by inserting the following sentence at the end of that section:

“For the purposes of this Agreement, “GEMS-IT” shall include GEMS-IT and any GEMS-IT Affiliate or GEMS-IT Subcontractor (including distributors) involved in the marketing, sale, distribution or servicing of the OEM Products.” 

3.  Section 1.4 is hereby deleted in its entirety and replaced with the following:

“Term of the Agreement. This Agreement will commence as of the Effective Date and continue until June 30, 2009 (the “Term”), unless terminated earlier under the terms of this Agreement. Any extension beyond the initial term shall be based upon the mutual agreement of the parties.

Notwithstanding the foregoing, this Agreement shall remain in effect and GEMS-IT shall have the right to purchase from Supplier, GE-branded Responder® AEDs and AED Pros (in GEMS-IT specified coloring) and related accessories and consumables for sale on a non-exclusive basis outside the United States and Canada (excluding the country of Japan) until December 31, 2010.”

4.  Section 2.15 is hereby deleted in its entirety and replaced with the following:

“Parts and Accessories” means the Service Parts and the Supplies and Accessories, collectively. “Service Parts” means the replacement parts and components used to service, maintain and repair the OEM Products. “Supplies and Accessories” means the accessories, consumables and other products that may be supplied in conjunction with, used with, or used as additions to the OEM Products.”

5.  Section 3.6 is hereby deleted in its entirety and replaced with the following:

“The Lead Time for the OEM Products is one (1) week for Order(s) of units of OEM Products that are within one hundred and ten percent (110%) of the volume of purchases in the previous calendar quarter. Supplier agrees that it is in the mutual business interest of the parties to ship the OEM Products on the next day or as soon as practicable after receipt of an Order.

If, during any calendar quarter, Supplier fails to meet three (3) or more Delivery Dates it has confirmed or that has been deemed accepted in accordance with Section 3.2, the then current Term of the Agreement shall be extended, and the date upon which GEMS-IT must attain minimum purchase levels to achieve exclusivity under the Exclusive Distribution Agreement shall be deferred, for an additional three (3) month period for each calendar quarter in which such failure occurs.”

6.  Section 9.4.1 is hereby deleted in its entirety and replaced with the following:

“Customer Service.  Outside of the United States and Canada, customer service calls will be handled by GEMS-IT. If a customer calls GEMS-IT with a Product Warranty issue (GEMS-IT fields the warranty call), GEMS-IT will inform Supplier of the warranty call and will receive a RMA from Supplier. GEMS-IT or its customer will return the product for repair or replacement to Supplier’s facility in Minnetonka, MN or Supplier’s then current facility. Supplier will repair or replace the OEM Product and deliver the OEM Product to a location requested by GEMS-IT within two (2) weeks of Supplier’s receipt of a returned OEM Product. Within the United States and Canada, customer service calls will be handled directly by Cardiac Science, and all repaired or replaced OEM Products must be delivered within two (2) weeks of Supplier’s receipt of a returned OEM Product. Supplier and GEMS-IT shall work together to ensure prompt communication to the other party of all customer communication.

Loaner Inventory. Within thirty (30) days of this Amendment, Cardiac Science shall provide, at no cost to GEMS-IT, up to fifteen (15) additional GE Healthcare-branded Responder® AEDs and/or AED Pros to be used by GEMS-IT as loaner inventory and to facilitate warranty exchanges for end users. These units shall be suitably configured with local languages as per GEMS-IT instructions.