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willbe subject to applicable taxes and withholdings. No later than the 25th of each month, Hinson willprovide the Company with a statement of time and a description of activity for all servicesperformed over the previous 30 days. The Company will pay the initial lump sum component of theNoncompetition Consideration on or before May 31, 2009. The Company will pay the monthly componentof the Noncompetition Consideration and the Hourly Fee on the last day of each month.The Company will pay Hinson all accrued and unused vacation pay on or before April 15, 2009.Hinson will not accrue vacation pay during the Consultancy Period and except as otherwise providedherein and except as otherwise provided under any applicable Cardiac Science Employee Stock OptionPlan, during the Consultancy Period, Hinson will not be eligible for any other compensation oremployment-related benefits. Notwithstanding any provision of a plan or policy to the contrary,Hinson hereby waives any and all rights to such other compensation and employment-related benefits.**3. EXPENSES**The Company shall reimburse Hinson for his reasonable expenses incurred in performing servicesrendered at the direction of the Company. In addition, during the term of this agreement, Hinsonwill be permitted to continue to use his Company-owned computer and Blackberry device, with relatedexpenses to be paid by the Company, to assist with fulfilling his obligations under this agreement.Hinson will provide the Company with receipts or other documentation for all expenses submittedfor reimbursement. Payment by Company shall be due within 15 days of receipt of each invoice.Without limitation on the foregoing, any reimbursement payment made under this Section 3 shall bemade in accordance with applicable Company policies and procedures for such reimbursements andwithin 30 days after the month during which the expense was incurred.**4. TERM AND TERMINATION**This Agreement will become effective on March 31, 2009 and will continue until March 30, 2010,provided, however, that the Company may terminate the Agreement prior to March 30, 2010 upon 20days written notice if, at any time, (a)(i) Hinson willfully and materially fails to provide,within a reasonable time frame, services requested by the Chairman of the Board of Directors or hisdesignee or (ii) Hinson materially violates Section 6 of this Agreement or his Quinton InstrumentCompany Non-Disclosure Agreement; and (b) Hinson does not cure any such failure or violation within20 days of receipt of such written notice. Any such early termination, if not subsequently curedas provided herein, shall be deemed effective upon Hinson’s receipt of such written notice oftermination. Hinson’s obligations under Section 6 of this Agreement shall continue through March30, 2010 notwithstanding any early termination of this Agreement.
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**5. OUTSTANDING EQUITY AWARDS**     **5.1 Restricted Stock Units**Hinson and the Company are parties to a certain restricted stock unit agreement dated March 7,2008, under which 22,500 unvested restricted stock units are scheduled to vest in three equal partsof 7,500 units each on March 7, 2010, March 7, 2011 and March 7, 2012. In consideration for thepromises herein by Hinson, the Company agrees to accelerate the vesting date of such 22,500restricted stock units to March 30, 2009.     **5.2 Stock Options**Any non-vested stock options will be cancelled on March 30, 2009. Any vested unexercised stockoptions will be cancelled as of 5:00 PM Pacific Time on June 30, 2009.**6. EXCLUSIVITY AND NON-COMPETITION**     **6.1 Non-Competition and Non-Solicitation**During the Consultancy Period, Hinson shall not, directly or indirectly, and whether or not forcompensation, either on his own behalf or as an employee, officer, agent, consultant, director,owner, partner, joint venturer, shareholder, investor, or in any other capacity (except when actingfor the benefit of the Company pursuant to this Agreement), knowingly:          (a) accept or solicit investment capital, directly or indirectly, from any individual orentity, or from an officer, partner, or principal of any entity, from which the Company hasaccepted investment capital, or with which, prior to March 30, 2009, the Company has held seriousdiscussions regarding the possibility of securing investment capital (“Investors or ProspectiveInvestors”) if such acceptance or solicitation would be competitive with or otherwise harmful tothe Company’s interests; or          (b) accept or solicit business from, any individual or entity that is a customer or client ofthe Company if such acceptance or solicitation would be competitive with or otherwise harmful tothe Company’s own business relationship or anticipated business relationship with such customer orclient; or          (c) accept or solicit business from any purchaser in any market sector, segment, or group thatthe Company has solicited, targeted, or accepted business from or has actively planned to solicit,target, or accept business from if such acceptance or solicitation would be competitive with orotherwise harmful to the Company’s interests;
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          (d) assist in any way, whether as an employee, officer, agent, consultant, director, owner,partner, joint venturer, shareholder, investor, or in any other capacity, any person or entitywhose activities are competitive with or otherwise harmful to the Company’s own businessactivities; or          (e) enter into or propose to enter into any business arrangement with any entity with whichthe Company was involved in substantially the same business arrangement, or with which the Companyhas held discussions regarding the possibility of entering into such an arrangement, if sucharrangement would be competitive with or otherwise harmful to the interests of the Company; or          (f) solicit, induce, or attempt to induce any employee or consultant of the Company to leavesuch employment or relationship; or          (g) induce, attempt to induce, assist or participate in, any attempt to purchase, acquire, ormerge with the Company or any part of the Company; or          (h) otherwise engage in, be employed by, perform services for, participate in the ownership,management, control or operation of, or otherwise be connected with, either directly or indirectly,any Competing Business. For purposes of subpart (h) of this paragraph, Hinson will not beconsidered to be connected with any Competing Business solely on account of ownership of less thanfive percent of the outstanding capital stock or other equity interests in any Competing Business.     **6.2 Competing Business****“Competing Business”**means any business whose efforts are in competition with the efforts of theCompany. A Competing Business includes any business whose efforts involve any research anddevelopment, products or services in competition with products or services which are, before orduring the Consultancy Period, (a) produced, marketed or otherwise commercially exploited by theCompany (b) in actual research or development by the Company or (c) planned for future research anddevelopment by the Company, as demonstrated by objective evidence, such as budget allocations, workassignments, hiring decisions, planning documents, or other similar documentation.     **6.3 Venue and Jurisdiction**In any action brought to enforce, or remedy of a breach of, this Section 6, Hinson consents to theexclusive jurisdiction of the state or federal courts located in Seattle, Washington.
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     **6.4 Construction**This Section 6 shall be enforced to the fullest extent permitted by applicable law. If for anyreason any provision of this Section 6 is held to be invalid or unenforceable to any extent, then(a) such provision will be interpreted, construed or reformed to the extent reasonably required torender the same valid, enforceable and consistent with the original intent underlying suchprovision, and (b) such invalidity or unenforceability will not affect any other provision of thisAgreement or any other agreement between the Company and Hinson. If the invalidity orunenforceability is due to the unreasonableness of the scope or duration of the provision, theprovision will remain effective for such scope and duration as may be determined to be reasonable.The failure of the Company to insist upon or enforce strict performance of any other provisions ofthis Agreement or to exercise any of its rights or remedies under this Agreement will not beconstrued as a waiver or a relinquishment to any extent of the Company’s rights to assert or relyon any such provision, right or remedy in that or any instance; rather, the same will be and remainin full force and effect.     **6.5 Reaffirmation of Quinton Instrument Company Non-Disclosure Agreement**Hinson expressly reaffirms and incorporates herein as part of this Agreement the Quinton InstrumentCompany Non-Disclosure Agreement, dated March 31, 1998, which Hinson signed as part of hisemployment with the Company and which shall remain in full effect.     **6.6 Essence of the Agreement; Penalty for Breach**Hinson acknowledges that the restrictions of this Section 6 are the essence of the considerationprovided by Hinson to induce the Company to enter into this Agreement. Hinson further acknowledgesthat the restrictions of this Section 6 are of very special and extraordinary value to the Company,and that breach by Hinson of any part of this Section 6 will cause the Company immediate andirreparable injury. Hinson therefore agrees that in the event he were to materially breach anyprovision of this Section 6, (a) all future Noncompetition Consideration payment obligations by theCompany under Section 2 of this Agreement shall immediately be canceled; (b) Hinson shall repay tothe Company all Noncompetition Consideration previously paid to him under Section 2; and (c) Hinsonshall forfeit to the Company the 22,500 stock shares acquired through accelerated vesting of RSUspursuant to Section 5.1 of this Agreement. The liquidated damages of this subpart 6.6 will be theexclusive damages remedy against Hinson for his breach of Section 6, but the Company will retainall rights to pursue equitable remedies, including temporary or permanent injunctive relief againstany breach or threatened breach by Hinson.
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**7. MISCELLANEOUS** A. **Tax Withholding and Reporting**: Company is entitled to deduct and withhold fromthe payments made under this Agreement any taxes as required by any applicable law orregulation and to report any payments made under this Agreement to applicable taxingauthorities in accordance with applicable law.  B. **Section 409A**: The parties intend that this Agreement be exempt from therequirements of Section 409A to the maximum extent possible. Notwithstanding any otherprovision of this Agreement to the contrary, this Agreement shall be interpreted,operated and administered in a manner consistent with such intention. Notwithstandingthe foregoing, no provision of this Agreement shall be interpreted or construed totransfer any liability for failure to comply with Section 409A from Hinson or any otherindividual to the Company or any of its affiliates, employees or agents.  C. **No Assignment**: This Agreement is not assignable by Hinson without the priorwritten consent of Company. The Company may assign its rights under this Agreement toany successor or affiliate of the Company and, in the event of a Change of Controloccurring prior to March 30, 2010, the Company agrees to take all possible steps torequire the surviving entity following such Change of Control to assume the rights andobligations of this Agreement. Should such assignment not be possible for whateverreason, all amounts due to Hinson under this agreement will be paid immediately andHinson shall be released from any further obligation to provide the Services, but shallnot be released from his obligations under Section 6.    For purposes of this paragraph, “Change of Control” means (a) a merger orconsolidation of the Company with or into any other company, entity or person or (b)a sale, lease, exchange or other transfer in one transaction or a series oftransactions undertaken with a common purpose of all or substantially all of theCompany’s then outstanding securities or all or substantially all of the Company’sassets; provided, however, that a Change of Control shall not include a RelatedParty Transaction. A Change of Control shall also include (i) the purchase of asignificant portion of the Company’s common stock without approval of a majority ofthe Company’s incumbent directors and (ii) a successful proxy contest, which isstated in terms of the board becoming composed of a majority of persons that are notincumbent directors (or appointed or nominated by incumbent directors).
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 D. **No Waivers**: No failure by either party to exercise any power given it underthis Agreement, or to insist upon strict compliance by the other party of anyobligation hereunder, and no custom or practice of the parties at variance with theterms of this Agreement will constitute a waiver of the party’s right to demand exactcompliance with the terms hereof.  E. **Choice of Law**: This Agreement shall be deemed to have been negotiated andexecuted in Seattle, Washington and will be governed and construed in accordance withthe laws of the State of Washington.  F. **Modification**: This Agreement cannot be altered or modified except by a writingsigned by both parties.  G. **Entire Agreement**: This Agreement constitutes the entire understanding andagreement of the parties, and no representations, documents, promises or agreements,oral or otherwise, trade usage, or course of conduct between the parties not embodiedherein or therein will be of any force or effect.
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     IN WITNESS WHEREOF, the parties by their duly authorized representative have executed thisAgreement as of the date hereinafter set forth.           **Cardiac Science Corporation**   **John R. Hinson**                        By: /s/ Ruediger Naumann - Etienne   /s/ John R. Hinson             Its Chairman of the Board of Directors        Date: 3/26/09   Date: 3/25/09  
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