EXHIBIT 10.44**SECOND AMENDMENT TO OEM PURCHASE 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”.WITNESSETH:     WHEREAS, CSI and GEMS-IT are parties to an OEM Purchase Agreement dated July 29, 2003 andAmendment One to OEM Purchase Agreement dated August 10, 2004 (collectively, the “OEM PurchaseAgreement”).     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. CSI Roles and Responsibilities. To further define therole of CSI, and to more explicitly set forth CSI’s responsibilities and obligations withrespect to the OEM Purchase Agreement and the OEM Products, the Parties agree that CSI shall beresponsible for tracking all OEM Products (as defined in Exhibit A to the OEM Purchase and SupplyAgreement) sold by GEMS-IT in the United States, in accordance with 21 C.F.R. 821. Asthe manufacturer of the OEM Products, CSI is solely responsible for establishing records thataccurately match end users with each of the OEM Products. CSI is also responsible forestablishing such records and maintaining them for accessories that are trackable per 21 C.F.R. 821.CSI shall keep these records current and up-to-date over the life of each OEM Product,according to FDA rules and regulations. Additionally, CSI will implement audits of the trackingsystem per 21 C.F.R. 821 and make records of the audit finds available to GEMS-IT upon request. CSIreleases GEMS-IT, and agrees to indemnify, defend and hold GEMS-IT harmless, from anyobligation to maintain such records of its own, and from any damages resulting from failure tocomply with statutory or regulatory requirements with respect thereto. In the event the FDArequests records in connection with an audit or if there is a recall of an OEM Product and suchrecords are requested, CSI will rely on its internal processes and compliance procedures to respondappropriately and according to its obligations, as set forth herein and in the OEM PurchaseAgreement. GEMS-IT will share all customer contact information with CSI for the purpose of: (a) directorder fulfillment by CSI from its manufacturing facility, and (b) device tracking.     3. Governing Law. The validity, construction, performance andenforceability of this Amendment shall be governed in all respects by the laws of the Stateof New Jersey, without reference to the choice-of-law provisions thereof.
2

 
     4. Counterparts;Facsimile. This Amendment may beexecuted simultaneously in multiple counterparts, each of which shall be deemed an original, butall of which taken together shall constitute one and the same instrument. Execution and deliveryof this Amendment by exchange of facsimile copies bearing the facsimile signature of a partyhereto shall constitute a valid and binding execution and delivery of this Amendment by suchparty. Such facsimile copies shall constitute enforceable original documents.     5. Severability. In the event any provision of this Amendmentshall be determined to be invalid or unenforceable under applicable law, all other provisionsof this Amendment shall continue in full force and effect unless such invalidity orunenforceability causes substantial deviation from the underlying intent of the parties expressed in thisAmendment or unless the invalid or unenforceable provisions comprise an integral part of, or ininseparable from, the remainder of this Amendment. If this Amendment continues in fullforce and effect as provided above, the parties shall replace the invalid provision with a validprovision which corresponds as far as possible to the spirit and purpose of the invalid provision.     6. Interpretation. This Amendment has been negotiated at arm’slength and between persons sophisticated and knowledgeable in the matters dealt with inthis Amendment. Each party has been represented by experienced and knowledgeable legal counsel.Accordingly, any rule of law or legal decision that would require interpretation of anyambiguities in this Amendment against the party that has drafted it is not applicable and is waived.The provisions of this Amendment shall be interpreted in a reasonable manner to effect thepurposes of the parties and this Amendment.     7. EntireAgreement. The terms of this Amendment are intendedby the parties to be the final expression of their agreement with respect to the subjectmatter hereof and may not be
3

 
contradicted by evidence of any prior or contemporaneous agreement. Theparties further intend that this Amendment constitute the complete andexclusive statement of its terms and shall supersede any prior agreementwith respect to the subject matter hereof.     8. Headings. The article and section headings contained in thisAmendment are for reference purposes only and will not affect in any way themeaning or interpretation of this Amendment.          IN WITNESS WHEREOF, the parties have caused this Agreement to be signedby their thereunto duly authorized representatives as of the date firstabove written.               Cardiac Science, Inc.   GE Medical Systems      InformationTechnologies, Inc.               By: /s/ Raymond W. Cohen   By: /s/ Matthias Weber      Name:  Raymond W. Cohen   Name:  Matthias Weber      Title: Chairman and CEO   Title: Vice President & General Manager