CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST

This Exclusive Distribution Agreement for United States and Canadian Hospitals (this “Agreement”) is made as of June 10, 2005 (the “Effective Date”), 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 are further amending the OEM Purchase and Supply Agreement on the date of this Agreement.

WHEREAS, CSI and GEMS-IT desire to supplement the OEM Purchase and Supply Agreement by providing GEMS-IT with exclusive distribution rights to the OEM Products to United States and Canadian hospitals.

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 . This Agreement is separate and distinct from the OEM Purchase and Supply Agreement, and the terms and conditions set forth in the OEM Purchase and Supply Agreement shall remain unaffected by the execution of this Amendment. The rights granted to GEMS-IT hereunder are in addition to the rights granted to GEMS-IT under the OEM Purchase and Supply Agreement. Regardless of any language contained in any Order, all OEM Products purchased referencing this Agreement will be governed by the terms and conditions of the OEM Purchase and Supply Agreement and shall be treated as if they were placed under the OEM Purchase and Supply Agreement; this Agreement only provides for additional distribution rights to GEMS-IT. If this Agreement expires or is terminated, such termination shall not affect the OEM Purchase and Supply Agreement or the parties’ rights and obligations with respect to the OEM Products previously sold; provided however, that if the OEM Purchase and Supply Agreement is terminated, this Agreement shall be automatically terminated. Terms not otherwise defined herein, shall have the meanings set forth in the OEM Purchase and Supply Agreement. This Agreement supplements the OEM Purchase and Supply Agreement and not that certain OEM Purchase Agreement entered into by the parties on July 29, 2003.

2.    Term of the Agreement and Certain Rights Associated with Minimum Purchases . This Agreement will commence as of the Effective Date and continue until June 30, 2009 (“Term”), unless GEMS-IT fails to comply with the minimum purchase obligations contained herein, or GEMS-IT acquires a company that manufacturers external defibrillators and distributes said external defibrillators in the United States, in which case Supplier shall have the option to terminate this Agreement by providing written notice of termination, which shall be effective immediately. Any extension beyond the Term shall be based upon the mutual agreement of the parties.

3.    Exclusive Distribution Rights . In addition to the distribution rights granted in the OEM Purchase and Supply Agreement, Supplier hereby grants to GEMS-IT the exclusive right to promote, sell and distribute OEM Products, including Parts and Accessories, and all of Supplier’s other defibrillators, accessories, consumables or other products that may be supplied in conjunction with or as upgraded models to such defibrillators (collectively, &