EXHIBIT10.42**AMENDMENT ONE TO OEM PURCHASE AGREEMENT**     This Amendment (the “Amendment”) is made as of August 10, 2004, by and between CardiacScience, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medicaldevice developer and manufacturer of automated external defibrillators having its principal placeof business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems InformationTechnologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of businessat 8200 W. Tower Avenue, Milwaukee, WI 53223. CSI and GEMS-IT may each be referred to herein 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 Agreement dated July 29, 2003 (the“OEM Purchase Agreement”).     WHEREAS, CSI and GEMS-IT desire to supplement and amend the OEM Purchase Agreement as setforth 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 Agreement shall remain unaffected by execution of this Amendment. To theextent any provisions or terms set forth in this Amendment conflict with the terms set forth in theOEM Purchase Agreement, the terms set forth in this Amendment shall govern and control. Terms nototherwise defined herein, shall have the meanings set forth in the OEM Purchase Agreement. ThisAmendment amends the OEM Purchase Agreement and not the OEM Purchase and Supply Agreement enteredinto by the Parties on July 29, 2003.     2. Section 1.3 of the OEM Purchase Agreement is amended to change the date set forth in suchsection from September 30, 2004 to June 30, 2005.
 

 
     3. Section 3.4 (i) of the OEM Purchase Agreement is deleted in its entirety and replaced withthe following: (i) Supplier delivers the first units of OEM Products by June 30, 2005 and the OEMProducts are fully approved for sale throughout Europe by such date.     4. The last three (3) sentences of Section 14.3 are deleted in their entirety and replacedwith the following:     “Supplier shall be responsible for obtaining Regulatory Approval in the UnitedStates. In Canada and Japan, GEMS-IT will utilize its in-country resources tointerface with the appropriate regulatory body and GEMS-IT will be responsible forthe filings necessary to obtain regulatory approval. Supplier shall be responsiblefor providing all necessary objective evidence and other documentation to GEMS-IT tosupport these filings. Failure to receive Regulatory approval in Canada and Japanshall have no effect on the minimum purchase obligations.”     5. Section 14.5 of the OEM Purchase Agreement is deleted in its entirety and replaced with thefollowing: 14.5 Duty to Report Incidents. GEMS-IT and Supplier shallinform each other in writing, within 5 business days from knowledge of areportable event, of all incidents relating to the subject matter of theAgreement that must be reported according to the FDA Medical Device Reportingregulation (21 CFR Part 803) or the European Medical Device Vigilanceregulations or that must be registered according to other national regulationssuch as Canadian medical device regulations, including without limitationincidents involving death or serious injury, malfunctions that, if recurrent,may cause or contribute to death or serious injury or other material qualityproblems or concerns. Supplier will be responsible for reporting suchincidents to the appropriate regulatory authority. GEMS-IT shall fullycooperate with Supplier as may be necessary to comply with any reportingobligations regarding such incidents or quality concerns.     6. Section 14.6 of the OEM Purchase Agreement is deleted in its entirety and replaced with thefollowing: 14.6 Recalls and Field Corrections. In the event of any recall,product withdrawal or field correction of any OEM Product that is requiredby a governmental agency, by Supplier, or by GEMS-IT for safety or efficacy reasons,
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   the parties agree that (a) they shall promptly notify each other and (b) they shallfully cooperate with each other concerning the necessity and nature of such action.GEMS-IT shall be the point of contact for purchasers of any OEM Product (whetherdirectly or through its distributors). Supplier shall be responsible for making anyand all applicable regulatory authority contacts and for coordination of any recallor field correction activities involving OEM Products. In the event that any OEMProduct requires field correction or is recalled as a result of (a) the supply bySupplier of a Noncomplying Product or (b) the grossly negligent or intentionallywrongful act or omission of Supplier or its affiliates or their representatives,then Supplier shall bear all costs and expenses, including but not limited to thecosts and expenses related to such recall or field correction, communications andmeetings with all required regulatory agencies, replacement stock, service labor,installation, travel, notifying customers of such recall and any replacement productto be delivered to those same customers, including shipping costs. To the extentthat any such recall or field correction is due in part to the negligent orintentional acts or omissions of GEMS-IT, or the non-performance of the GEMS-ITProducts, GEMS-IT shall be responsible for such costs and expenses equitably inproportion to its fault.     7. Exhibit A of the OEM Purchase Agreement is amended to provide for the addition of the OEMProduct known as the “Cardiac Science Powerheart 2000” (hereafter, the “PH2K” and referred to inthe OEM Purchase Agreement as the “Cardioserv’’). The specifications for the PH2K are attachedhereto as Exhibit A. The PH2K is a manual defibrillator being developed and manufactured by CSI,exclusively for sale by CSI to GEMS-IT. GEMS-IT shall market and sell
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the PH2K to its customers in the United States and Canada as either the “GE Responder 2000” orunder the CSI brand name “Cardiac Science Powerheart 2000” (or such other CSI brand name asdetermined by CSI), in the discretion of GEMS-IT. GEMS-IT has no minimum purchase commitments withrespect to the PH2K. CSI shall provide sales training and support to the GEMS-IT Sub-Acute team andshall also provide product specialists who shall be available, as necessary, to assist the GEMS-ITrepresentatives in selling these OEM Products.(a) CSI will not market, distribute, promote, manufacture or sell the PH2K directlyor indirectly to any third party, via its dealer network or otherwise. CSI isprohibited from manufacturing for any third party, or selling the PH2K, or anyupgrades, adaptions, modifications, improvements and substitutes thereof to anythird party.(b) CSI further grants GEMS-IT the exclusive right to purchase any future device,upgrade, adaptation, modification, add-on, substitute, or improvementmanufactured by CSI utilizing the PH2K platform (i.e., such as a more feature-richdefibrillator; for example, a device built with the PH2K platform with an additionalfeature such as Non-Invasive Blood Pressure, End-TidalCO2, 12-lead ECG, etc.,). Anysoftware patches or updates developed for PH2K by Supplier, shall also beincorporated free of charge into any R2K product produced afterwards, and shall bemade available by Supplier at no charge to customers having purchased either device.(c) CSI grants to GEMS-IT the exclusive right to sell PH2K on a worldwide basis.
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     8. The last sentence in Section 1.1 of the OEM Purchase Agreement is amended to provide thatCSI has issued to GEMS-IT that certain warrant dated the Effective Date to purchase 750,000 sharesof common stock, par value $0.001 per share, of CSI.     9. 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 PurchaseAgreement, the Parties agree that CSI shall be responsible for:     (a) Designing and manufacturing the OEM Products.     (b) All European Medical Device Vigilance reporting and requirements.Notwithstanding CSI’s reporting obligations, in the event a customer reports to agovernmental authority in Europe, GEMS-IT may respond with its own report.     (c) Providing a copy of its design hazard analysis on the OEM Products to GEMS-IT withfive (5) days of its production. The design hazard analysis will be used to perform healthrisk analysis.     (d) Performing all complaint investigations on the OEM Products and providing theresults of such investigations to the GEMS-IT “Complaint Leader” via e-mail within fourteen(14) days of the conclusion of the investigation. The “Complaint Leader” will be the GEMS-ITemployee who is responsible for the coordination and processing of complaint activities onthe OEM Products. The results of any investigation will include any correction, correctiveor preventive action, verification, and validation performed and/or recommended. Theinvestigative results shall include information obtained in connection with anyinvestigation performed at both the Copenhagen (Service repair) and Minnetonka facilities.
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     (e) Ensuring that a CSI representative participates in all requested or required riskassessments. The CSI representative may be a member of CSI’s Service, Engineering, QualityAssurance or Regulatory Affair departments.     (f) Notifying GEMS-IT (in writing) of any recall as soon as possible and in no eventlater than twenty-four (24) hours after a recall decision has been made by CSI or isrequired by a governmental agency.     (g) Notifying GEMS-IT (in a written report) of any corrective action to be taken inconnection with the OEM Products no later than fourteen (14) days after CSI determines thatsuch corrective action will be taken.     (h) Returning a Product to GEMS-IT or its distributor upon conclusion of the complaintinvestigation, if appropriate.     (i) Providing its service work order number and a copy of the actual work order(including the results of CSI’s investigation) to GEMS-IT. The results of the CSIinvestigation shall include root cause analysis and any corrective or preventive actioninitiated.     (j) Compiling weekly complaint data (with each complaint coded for trending) andproviding such trend data to GEMS-IT upon written request from GEMS-IT.     10. GEMS-IT Roles and Responsibilities. To further define the role of GEMS-IT, and to more explicitly set forthGEMS-IT’s responsibilities and obligations with respect to the OEM Purchase Agreement, the Parties agree that GEMS-IT shall be responsible for:     (a) Recording complaints received on the OEM Products pursuant to the GEMS-IT QualityProcedure — Global Product Complaint Handling and providing a copy of the Complaint to CSIwithin five (5) business days of its receipt.
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     (b) Scheduling a Risk Assessment when required per GEMS-IT RiskManagement Guidelines.     (c) Providing CSI with any adverse event and malfunction report via the MedWatch 3500Aform.     (d) Returning a “repaired” OEM Product to GEMS-IT or its distributors, regardless ofwhether GEMS-IT or CSI repaired said Product.     (e) Notifying its customers of any recall, corrective action initiated by CSI per theGEMS-IT Global Customer Notification Procedure.     (f) Sending GEMS-IT or its distributors a replacement OEM Product, even if CSI isresponsible for replacing said product due to non-conformance, defects or otherwise.     11.Governing Law. The validity, construction,performance and enforcebility of thisAmendment shall be governed in all respects by the laws of the State of New Jersey, withoutreference to the choice-of-law provisions thereof.     12. 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 by exchangeof facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid andbinding execution and delivery of this Amendment by such party. Such facsimile copies shallconstitute enforceable original documents.     13. Severability. In the event any provision of this Amendment shall be determined to beinvalid 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 the
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invalid 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.     14. 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 against theparty that has drafted it is not applicable and is waived. The provisions of this Amendmentshall be interpreted in a reasonable manner to effect the purposes of the parties and thisAmendment.     15. Entire Agreement. The terms of this Amendment are intended by the parties to be thefinal 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.     16. 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.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by theirthereunto duly authorized representatives as of the date first above written.           Cardiac Science, Inc.   GE Medical Systems