**Exhibit 10.70****FIRST AMENDMENT TO EXCLUSIVITY AGREEMENT**     This First Amendment (the “Amendment”) is made as of September 5, 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 and Supply Agreement datedJuly 29, 2003, as amended by (i) Addendum 1 thereto dated March 24, 2004 (“Addendum One”), (ii)Amendment One thereto dated August 10, 2004 (“Amendment One”), (iii) Second Amendment thereto datedFebruary 14, 2005 (“Amendment Two”), and (iii) Third Amendment thereto dated June 10, 2005(“Amendment Three”). The OEM Purchase and Supply Agreement, Addendum One, Amendment One, AmendmentTwo and Amendment Three are collectively referred to herein as the “OEM Purchase and SupplyAgreement”.     WHEREAS, CSC and GEMS-IT are also parties to that certain Exclusive Distribution Agreementdated June 10, 2005 (“Exclusivity Agreement”), which supplements the terms of the OEM Purchase andSupply Agreement.     WHEREAS, CSC and GEMS-IT desire to supplement and further amend the Exclusivity Agreement asset forth herein.
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     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:     1. Construction. Except as provided in this Amendment, the terms and conditions setforth in the Exclusivity 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 Exclusivity Agreement, the terms set forth in this Amendment shall govern and control. Termsnot otherwise defined herein, shall have the meanings set forth in the Exclusivity Agreement or OEMPurchase and Supply Agreement, as applicable. This Amendment supplements the OEM Purchase andSupply Agreement and not that certain OEM Purchase Agreement entered into by the parties on July29, 2003.     2. Exclusivity. The parties agree that Section 3 of the Exclusivity Agreement ishereby amended to include the following language immediately after the first sentence:“The Parties agree that GEMS-IT’s exclusive rights under this Section 3 shall not precludedirect sales by CSC of the OEM Products and Parts and Accessories (as such terms aredefined in the OEM Purchase and Supply Agreement) to hospitals located in North America.”     3. Purchase Minimums. (a) The parties agree that Section 4 of the Exclusivity Agreementis hereby deleted in its entirety and replaced with the following:“GEMS-IT has no minimum purchase commitments with respect to the sale of OEM Products,Supplies and Accessories or the Other Defibrillator, Supplies and Accessories into thehospital market in the United States and Canada.” (b) The first sentence of Section 2 is hereby superseded andreplaced with the following:
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“This Agreement will commence as of the Effective Date and continue until June 30, 2009(“Term”), unless GEMS-IT acquires a company that manufactures external defibrillators anddistributes said external defibrillators in the United States, in which case Supplier shallhave the option to terminate this Agreement by providing written notice of termination,which shall be effective immediately.”     4. Referral of Hospital Prospects to GEMS-IT. The parties agree that Section 5 of theExclusivity Agreement is hereby deleted in its entirety.     5. 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.     6. 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.     7. 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.
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     8. 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.     9. 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.     10. 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 Amendment to be signed by their thereuntoduly authorized representatives as of the date first above written.       Cardiac Science Corporation GE Medical Systems