Exhibit 10.39**SECOND AMENDMENT TO OEM PURCHASE AND SUPPLY AGREEMENT**     This Second Amendment (the “Amendment”) is made as of February 14*,*2005, by andbetween Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”),a medical device developer and manufacturer of automated external defibrillators having itsprincipal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical SystemsInformation Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal placeof business at 8200 W. Tower Avenue, Milwaukee, WI 53223. CSI and GEMS-IT may each be referred toherein as a “Party” and collectively, the “Parties”.W I T N E S S E T H:     WHEREAS, CSI and GEMS-IT are parties to an 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 andAmendment One to OEM Purchase Agreement dated August 10, 2004 (collectively, the “OEM Purchaseand Supply Agreement”).     WHEREAS, CSI and GEMS-IT desire to supplement and amend the OEM Purchase and SupplyAgreement as set forth herein.     NOW THEREFORE, in consideration of the premises and other good and valuable consideration,the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:     1. Construction. Except as provided in this Amendment, the terms and conditions setforth in the OEM Purchase and Supply Agreement shall remain unaffected by execution of thisAmendment. To the extent any provisions or terms set forth in this Amendment conflict with theterms set forth in the OEM Purchase and Supply Agreement, the terms set forth in this Amendmentshall govern and control. Terms not otherwise defined herein, shall have the meanings set forth inthe OEM Purchase and Supply Agreement. This Amendment amends the OEM Purchase and
 

 
Supply Agreement and not the OEM Purchase Agreement entered into by the Parties on July 29,2003.     2. CSI Roles and Responsibilities. To further define the role of CSI, and to moreexplicitly set forth CSI’s responsibilities and obligations with respect to the OEM Purchase andSupply Agreement and the OEM Products, the Parties agree that CSI shall be responsible for trackingall OEM Products (as defined in Exhibit A to the OEM Purchase and Supply Agreement) sold by GEMS-ITin the United States, in accordance with 21 C.F.R. 821. As the manufacturer of the OEM Products,CSI is solely responsible for establishing records that accurately match end users with each of theOEM Products. CSI is also responsible for establishing such records and maintaining them foraccessories that are trackable per 21 C.F.R. 821. CSI shall keep these records current andup-to-date over the life of each OEM Product, according to FDA rules and regulations. Additionally,CSI will implement audits of the tracking system per 21 C.F.R. 821 and make records of the auditfinds available to GEMS-IT upon request. CSI releases GEMS-IT, and agrees to indemnify, defend andhold GEMS-IT harmless, from any obligation to maintain such records of its own, and from anydamages resulting from failure to comply with statutory or regulatory requirements with respectthereto. In the event the FDA requests records in connection with an audit or if there is a recallof an OEM Product and such records are requested, CSI will rely on its internal processes andcompliance procedures to respond appropriately and according to its obligations, as set forthherein and in the OEM Purchase Agreement. GEMS-IT will share all customer contact information withCSI for the purpose of: (a) direct order fulfillment by CSI from its manufacturing facility, and(b) device tracking.     3. The last sentence of Paragraph 3 (“Powerheart® Cardiac Rhythm ModuleTM (CRM)”) on Exhibit Ato the OEM Purchase and Supply Agreement is deleted and replaced with
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the following: CRM may be private labeled with GEMS-IT specified labeling as agreed upon by theParties.     4. Governing Law. The validity, construction, performance and enforceability of thisAmendment shall be governed in all respects by the laws of the State of New York, without referenceto the choice-of-law provisions thereof.     5. Counterparts; Facsimile. This Amendment may be executed simultaneously inmultiple counterparts, each of which shall be deemed an original, but all of which taken togethershall constitute one and the same instrument. Execution and delivery of this Amendment byexchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute avalid and binding execution and delivery of this Amendment by such party. Such facsimile copiesshall constitute enforceable original documents.     6. Severability. In the event any provision of this Amendment shall be determined tobe invalid or unenforceable under applicable law, all other provisions of this Amendment shallcontinue in full force and effect unless such invalidity or unenforceability causes substantialdeviation from the underlying intent of the parties expressed in this Amendment or unless theinvalid or unenforceable provisions comprise an integral part of, or in inseparable from, theremainder of this Amendment. If this Amendment continues in full force and effect as providedabove, the parties shall replace the invalid provision with a valid provision which corresponds asfar as possible to the spirit and purpose of the invalid provision.     7. Interpretation. This Amendment has been negotiated at arm’s length and betweenpersons sophisticated and knowledgeable in the matters dealt with in this Amendment. Each party hasbeen represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law orlegal decision that would require interpretation of any ambiguities in this Amendment
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against the party that has drafted it is not applicable and is waived. The provisions ofthis Amendment shall be interpreted in a reasonable manner to effect the purposes of theparties and this Amendment.     8. Entire Agreement. The terms of this Amendment are intended by the parties to bethe final expression of their agreement with respect to the subject matter hereof and may not becontradicted by evidence of any prior or contemporaneous agreement. The parties further intendthat this Amendment constitute the complete and exclusive statement of its terms and shallsupersede any prior agreement with respect to the subject matter hereof.     9. Headings. The article and section headings contained in this Amendment are forreference purposes only and will not affect in any way the meaning or interpretation of thisAmendment.IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their thereunto dulyauthorized representatives as of the date first above written.           Cardiac Science, Inc.   GE Medical System        Information Technologies, Inc.             By: