**Exhibit 10.71****FIFTH AMENDMENT TO OEM PURCHASE AGREEMENT**     This Fifth Amendment (the “Amendment”) is made as of September 7, 2007, by and between CardiacScience Corporation, a Delaware corporation f/k/a Cardiac Science, Inc. (“Supplier” or “CardiacScience” or “CSC”), a medical device developer and manufacturer of automated externaldefibrillators having its principal place of business at 3303 Monte Villa Parkway, Bothell,Washington, USA 98021, and GE Medical Systems Information Technologies, Inc., a Wisconsincorporation d/b/a GE Healthcare (“GEMS-IT”), having its principal place of business at 8200 W.Tower Avenue, Milwaukee, WI 53223.W I T N E S S E T H:     WHEREAS, CSC and GEMS-IT are parties to that certain OEM Purchase Agreement dated July 29,2003 (“Initial OEM Purchase Agreement”), as amended by (i) Amendment One thereto dated August 10,2004 (“Amendment One”), (ii) Second Amendment thereto dated February 14, 2005 (“Amendment Two”),(iii) Third Amendment thereto dated June 10, 2005 (“Amendment Three”), and (iv) Fourth Amendmentthereto dated October 20, 2006 (“Amendment Four”). The Initial OEM Purchase Agreement, AmendmentOne, Amendment Two, Amendment Three, and Amendment Four are collectively referred to herein as the“OEM Purchase Agreement”.     WHEREAS, CSC and GEMS-IT desire to supplement and further amend the OEM Purchase Agreement asset forth herein.     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
     1. Construction. Except as provided in this Amendment, the terms and conditions setforth in the OEM Purchase Agreement shall remain unaffected by the execution of this Amendment. Tothe extent any provisions or terms set forth in this Amendment conflict with the terms set forth inthe OEM Purchase Agreement, the terms set forth in this Amendment shall govern and control. Termsnot otherwise defined herein, shall have the meanings set forth in the OEM Purchase Agreement.This Amendment amends the OEM Purchase Agreement and not that certain OEM Purchase and SupplyAgreement entered into by the parties on July 29, 2003.2. Additional Definitions. As used herein:“Transistor/Resistor Issue” refers to [**].“Software Solution” refers to software developed by CSC that when loaded into theOEM Product will alert the user that the OEM Product has failed as a result of theTransistor/Resistor Issue. A high level description of the Software Solution is attachedhereto as Exhibit E.“Replacement Costs” refers to the costs of replacement or repairing an OEM Productunit damaged as a result of the Transistor/Resistor Issue, as set forth on Exhibit G.“Supplemental Customer Instructions” refers to written instructions developed byGEMS-IT and approved by CSC, and attached hereto as Exhibit F, which explains theTransistor/Resistor Issue and the Software Solution to customers.     3. Implementation of Software Solution. CSC has completed development of the SoftwareSolution. GEMS-IT is in the process of evaluating the OEM Products with the Software Solution,which evaluation will include Verification and Validation Testing, a [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
pilot test phase using up to [**] units in various locations worldwide, satisfactorycompletion of a field audit of CSC’s facility in Lake Forest, California, finalization of theSupplemental Customer Instructions, full GEMS-IT regulatory approval to release the OEM Productsfor commercial sale and achievement of any other steps needed to complete the GEMS-IT Milestoneknown as M-4 Qualification. The date on which all steps of this evaluation process, includingachievement of M-4 Qualification, shall have been successfully completed in their entirety shall bedesignated the First Delivery Date for all purposes under the OEM Delivery Agreement.     4. Commercial Sales. In addition to all other product literature that accompanieseach OEM Product unit, each customer shall be provided with a copy of the Supplemental CustomerInstructions. In the event any such customer advises GEMS-IT that the customer uses a Helligeenergy delivery lamp tester, GEMS-IT will offer to replace each such tester with a new tester (CS301) at no charge to the customer. GEMS-IT and CSC will share equally (on a 50/50 basis) the costof each new tester, not to exceed [**] per unit, or [**] for each Party. GEMS-IT will control whenand where it is appropriate to offer to replace a Hellige tester with a new tester, but GEMS-ITwill not offer more than one new tester for each Hellige tester being replaced.     5. Replacing Damaged Units. For OEM Product units that are reported by customers tohave been damaged as a result of the Transistor/Resistor Issue, the Parties will use the followingprocess: (a) GEMS-IT will be responsible for all communications with the customer. [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
 (b) Until cumulative Replacement Costs exceed $[**], GEMS-IT will consult withCSC but will retain full discretion as to whether a unit should be repaired orreplaced without charge to the customer.  (c) After cumulative Replacement Costs exceed $[**], GEMS-IT will not repair orreplace a unit without charging the customer for the full Replacement Costs unless CSCgives its prior written consent to incurring such Replacement Costs, or, absent suchconsent, if GEMS-IT elects in its sole discretion to absorb any Replacement Costs notpaid by the customer.  (d) GEMS-IT will bear [**]% of the first $[**] of Replacement Costs, and CSC willbear [**]%. Replacement Costs in excess of the first $[**] will be borne [**]% byGEMS-IT and [**]% by CSC.  (e) If customer complaints relating to the Transistor/Resistor Issue result inrepair or replacement of units at more than [**] individual customer locationscumulatively over any two consecutive calendar quarters, then the Parties agree torenegotiate in good faith GEMS-IT’s minimum purchase obligations under the OEMPurchase Agreement, taking into account the impact of the Transistor/Resistor Issue.If the Parties cannot agree on the adjusted minimum purchase obligations within 120days after the commencement of negotiations, then either Party may initiatearbitration proceedings pursuant to Section 21.13 of the OEM Purchase Agreement.  (f) In the event GEMS-IT provides loaner units to customers whose units cannot berepaired or replaced on a timely basis as reasonably determined by GEMS-IT, CSC shallprovide such loaner units at no charge to GEMS-IT or the customer. [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
     6. Indemnification. CSC shall defend, indemnify, and hold harmless GEMS-IT and itsAffiliates from and against any losses, expenses, and liability to third parties (includingattorney fees) for any and all claims of personal injury and/or damages arising out of theTransistor/Resistor Issue, *provided*that: (a) GEMS-IT promptly notifies CSC in writing of any claimor threatened claim against GEMS-IT and its Affiliates, provided that delay in notification shallnot affect CSC’s indemnification obligations hereunder except to the extent that such delayprejudices CSC’s ability to defend such claim; (b) in the case of claims seeking solely monetaryrelief, GEMS-IT and its Affiliates permit CSC to have sole control of the defense and settlement ofsuch claim or threatened claim with legal counsel selected by CSC but subject to GEMS-IT’sapproval, which will not be unreasonably withheld (provided that CSC shall not enter into anysettlement that does not include a general release of all claims against GEMS-IT and itsAffiliates, or that includes any admission of liability on the part of GEMS-IT or any of itsAffiliates, or that otherwise adversely affects GEMS-IT and its Affiliates without GEMS-IT’s priorwritten consent, which shall not be unreasonably withheld, delayed or conditioned); (c) in the caseof claims seeking injunctive or other equitable relief, CSC shall not have the right to control thedefense and settlement of such claims without the consent of GEMS-IT in its sole discretion, andGEMS-IT shall have no obligation to consent to any settlement that includes injunctive reliefapplicable to GEMS-IT or any of its Affiliates and (d) GEMS-IT and its Affiliates reasonablycooperate with CSC in connection with such matters,. The indemnification provided in this Sectionshall not apply to any claim to the extent it results from any modifications of the OEM Productsmade by GEMS-IT or any third party without CSC’s authorization or consent. CSC’s agreement toprovide a defense under this Section [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
includes the hiring of counsel; therefore, costs and expenses to be borne by CSC do notinclude separate attorneys’ fees incurred by GEMS-IT and its Affiliates in defense of any claimafter CSC has acknowledged its indemnification obligation with respect to such claim and hasproperly assumed the defense thereof in accordance with the terms hereof, or unless CSC hasrequested in writing the additional assistance of counsel.     7. Revised Pricing. Exhibit C as attached to Amendment Four is hereby superseded andreplaced by the revised Exhibit C attached hereto.     8. 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.     9. Counterparts; Facsimile. This Amendment may be executed simultaneously in multiplecounterparts, each of which shall be deemed an original, but all of which taken together shallconstitute one and the same instrument. Execution and delivery of this Amendment by exchange offacsimile 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.     10. 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 [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
the invalid provision with a valid provision which corresponds as far as possible to thespirit and purpose of the invalid provision.     11. Interpretation. This Amendment has been negotiated at arm’s length and betweenpersons sophisticated and knowledgeable in the matters dealt with in this Amendment. Each partyhas been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of lawor legal decision that would require interpretation of any ambiguities in this Amendment againstthe party 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.     12. 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.     13. 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 Amendment to be signed by theirthereunto duly authorized representatives as of the date first above written.         Cardiac Science Corporation GE Medical SystemsInformation Technologies, Inc.           By: /s/ Allan Criss By: /s/ Matthias Weber           Name: Allan Criss Name: Matthias Weber  Title: Senior VicePresident, Sales, Marketing andService, North America Title : Vice President & General ManagerCardiology Systems   [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
**Exhibit C****Supplier’s Prices**       Responder 2000 Powerheart ECDGEMS-IT OEM Products Price Price   OEM Product basic version package $[**] $[**] OEM Product pacing version package $[**] $[**] OEM Product pacing & SpO2 version package $[**] $[**]Each Responder 2000 package includes one (1) each of: **•** OEM Product defibrillator  **•** Pair of external defibrillation paddles  **•** Rechargeable battery  **•** Roll of Thermal Paper  **•** User ManualEach Powerheart ECD package includes one (1) each of: **•** OEM Product defibrillator  **•** Pair of external defibrillation paddles  **•** Power Cord  **•** Rechargeable battery  **•** Roll of Thermal Paper  **•** User ManualPowerheart ECD pricing includes provision of a [**] year warranty, while Responder 2000 pricingincludes provision of a [**] year warranty.Powerheart ECD pricing includes a $[**] Kitting Fee for Supplier stocking and kitting of optionalaccessories to be bundled with the OEM Product package. This Kitting Fee is included in thePowerheart ECD price regardless of whether a specific purchase order requires optional accessories.Optional accessories are to be purchased from the GEMS-IT approved suppliers at GEMS-IT pricingand inventoried at the Supplier. These accessories will be listed on the Purchase Order fromGEMS-IT at the time of customer order and Supplier will be reimbursed for the cost of the items,without additional mark-up, according to the terms and conditions of the agreement. At its solediscretion, GEMS-IT may choose to take over this kitting responsibility from Supplier after firstgiving Supplier (90) days notice of its intent, at which time the Kitting Fee would be [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
removed from the Powerheart ECD product price. Kitting of optional accessories is not provided bySupplier for the Responder 2000.Responder 2000 Power Cords will be purchased by GEMS-IT from the Supplier, at a price of $[**]each. Responder 2000 Power Cord purchase orders will be placed as bulk orders separate from OEMProduct purchase orders. Kitting of the correct power cord for a Responder 2000 customer order willbe the responsibility of GEMS-IT. [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
**Exhibit E****High Level Description of Software Solution**See attached document entitled “Exhibit E — Overview”. References in the attachment to “Responder2000” or “R2K” shall include all OEM Products. [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
**Exhibit E — Overview**[**] [**] Designates information (3 pages) that has been omitted and filed separately with theSecurities and Exchange Commission. Confidential treatment has been requested with respect tothe omitted portions.
 

 
**Exhibit F****Supplemental Customer Instructions**See attached documents entitled “Technical Bulletin” and “Additional Information for Pilot ShipmentCustomers”. References in the attachment to “Responder 2000” shall include all OEM Products. [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
**Technical Bulletin**[**] [**] Designates information that has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omittedportions.
 

 
**Additional Information for Pilot Shipment Customers**