CONSULTING AGREEMENT

Exhibit 10.2

CONSULTING AGREEMENT

THIS AGREEMENT, with an effective date of March 30, 2009, is by and between Cardiac Science Corporation (the “Company”) and John R. Hinson (“Hinson”). Hinson has voluntarily resigned from his position as President and Chief Executive Officer of the Company. This resignation shall be effective March 30, 2009.

The Parties desire to enter into this consulting agreement to ensure continuity during the transition to a new CEO and to retain access to Hinson’s skills and relationships resulting from his ten years of unique experience with the Company.

1. SERVICES

Commencing March 31, 2009 and continuing through March 30, 2010 (the “Consultancy Period”), the Company agrees to retain Hinson as a consultant.

During the Consultancy Period, Hinson agrees to assist the Company’s new President and Chief Executive Officer in transitioning to his new role and to perform such other duties as are assigned to him from time to time by the Chairman of the Board of Directors or his designee (the “Services”). Without either requiring such activities to be performed, or limiting the scope of any potential activities that may be assigned by the Chairman or his designee, the Services may include the following:

2. NONCOMPETITION CONSIDERATION, CONSULTING FEES AND BENEFITS

In consideration for the promises in Section 6 below, the Company shall pay Hinson an initial lump sum payment of $10,000, plus a set of twelve payments totaling $180,000 to be paid in 12 equal monthly payments of $15,000 (collectively, this $190,000 shall be referred to herein as the “Noncompetition Consideration”). In consideration for the Services, the Company shall pay Hinson $250 for each hour of the Services (the “Hourly Fee”). All payments made under this Agreement

will be subject to applicable taxes and withholdings. No later than the 25th of each month, Hinson will provide the Company with a statement of time and a description of activity for all services performed over the previous 30 days. The Company will pay the initial lump sum component of the Noncompetition Consideration on or before May 31, 2009. The Company will pay the monthly component of the Noncompetition Consideration and the Hourly Fee on the last day of each month.

The Company will pay Hinson all accrued and unused vacation pay on or before April 15, 2009. Hinson will not accrue vacation pay during the Consultancy Period and except as otherwise provided herein and except as otherwise provided under any applicable Cardiac Science Employee Stock Option Plan, during the Consultancy Period, Hinson will not be eligible for any other compensation or employment-related benefits. Notwithstanding any provision of a plan or policy to the contrary, Hinson hereby waives any and all rights to such other compensation and employment-related benefits.

3. EXPENSES

The Company shall reimburse Hinson for his reasonable expenses incurred in performing services rendered at the direction of the Company. In addition, during the term of this agreement, Hinson will be permitted to continue to use his Company-owned computer and Blackberry device, with related expenses to be paid by the Company, to assist with fulfilling his obligations under this agreement. Hinson will provide the Company with receipts or other documentation for all expenses submitted for reimbursement. Payment by Company shall be due within 15 days of receipt of each invoice. Without limitation on the foregoing, any reimbursement payment made under this Section 3 shall be made in accordance with applicable Company policies and procedures for such reimbursements and within 30 days after the month during which the expense was incurred.

4. TERM AND TERMINATION

This Agreement will become effective on March 31, 2009 and will continue until March 30, 2010, provided, however, that the Company may terminate the Agreement prior to March 30, 2010 upon 20 days written notice if, at any time, (a)(i) Hinson willfully and materially fails to provide, within a reasonable time frame, services requested by the Chairman of the Board of Directors or his designee or (ii) Hinson materially violates Section 6 of this Agreement or his Quinton Instrument Company Non-Disclosure Agreement; and (b) Hinson does not cure any such failure or violation within 20 days of receipt of such written notice. Any such early termination, if not subsequently cured as provided herein, shall be deemed effective upon Hinson’s receipt of such written notice of termination. Hinson’s obligations under Section 6 of this Agreement shall continue through March 30, 2010 notwithstanding any early termination of this Agreement.

5. OUTSTANDING EQUITY AWARDS

      5.1 Restricted Stock Units

Hinson and the Company are parties to a certain restricted stock unit agreement dated March 7, 2008, under which 22,500 unvested restricted stock units are scheduled to vest in three equal parts of 7,500 units each on March 7, 2010, March 7, 2011 and March 7, 2012. In consideration for the promises herein by Hinson, the Company agrees to accelerate the vesting date of such 22,500 restricted stock units to March 30, 2009.

      5.2 Stock Options

Any non-vested stock options will be cancelled on March 30, 2009. Any vested unexercised stock options will be cancelled as of 5:00 PM Pacific Time on June 30, 2009.

6. EXCLUSIVITY AND NON-COMPETITION

      6.1 Non-Competition and Non-Solicitation

During the Consultancy Period, Hinson shall not, directly or indirectly, and whether or not for compensation, either on his own behalf or as an employee, officer, agent, consultant, director, owner, partner, joint venturer, shareholder, investor, or in any other capacity (except when acting for the benefit of the Company pursuant to this Agreement), knowingly:

          (a) accept or solicit investment capital, directly or indirectly, from any individual or entity, or from an officer, partner, or principal of any entity, from w