Exhibit
        10.3

       

      CONFIDENTIAL
        PORTIONS HAVE BEEN OMITTED BASED UPON A REQUEST

      FOR
        CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 OF THE

      SECURITIES
        EXCHANGE ACT OF 1934 AND HAVE BEEN SEPARATELY FILED

      WITH
        THE COMMISSION.

      


       

      EXCLUSIVE
        DISTRIBUTION AGREEMENT

       

      FOR
        

       

      UNITED
        STATES AND CANADIAN HOSPITALS 

       

      This
        Exclusive Distribution Agreement for United States and Canadian Hospitals
        (this
“Agreement”) is made as of June 10, 2005 (the “Effective Date”), by and between
        Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science”
        or “CSI”), a medical device developer and manufacturer of automated external
        defibrillators having its principal place of business at 1900 Main Street,
        Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a
        Wisconsin corporation 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,
        CSI
        and
        GEMS-IT are
        parties to that certain OEM Purchase and Supply Agreement dated July 29,
        2003,
        an “Addendum 1” to the OEM Purchase and Supply Agreement dated as of March 24,
        2004, Amendment One to OEM Purchase and Supply Agreement dated August 10,
        2004
        (“Amendment One”), and Second Amendment to OEM Purchase and Supply Agreement
        dated February 14, 2005 (collectively, the “OEM Purchase and Supply
        Agreement”).

       

      WHEREAS,
        CSI and GEMS-IT are further amending the OEM
        Purchase and Supply Agreement on
        the
        date of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREAS,
        CSI and GEMS-IT desire to supplement the OEM Purchase and Supply Agreement
        by
        providing GEMS-IT with exclusive distribution rights to the OEM Products
        to
        United States and Canadian hospitals.

       

      NOW
        THEREFORE, in consideration of the premises and other good and valuable
        consideration, the receipt and adequacy of which are hereby acknowledged,
        is the
        parties hereto agree as follows: 

       

      1.  Construction.
        This
        Agreement is separate and distinct from the OEM Purchase and Supply Agreement,
        and the terms and conditions set forth in the OEM
        Purchase and Supply Agreement shall
        remain unaffected by the execution of this Amendment. The rights granted
        to
        GEMS-IT hereunder are in addition to the rights granted to GEMS-IT under
        the OEM
        Purchase and Supply Agreement. Regardless of any language contained in any
        Order, all OEM Products purchased referencing this Agreement will be governed
        by
        the terms and conditions of the OEM Purchase and Supply Agreement and shall
        be
        treated as if they were placed under the OEM Purchase and Supply Agreement;
        this
        Agreement only provides for additional distribution rights to GEMS-IT. If
        this
        Agreement expires or is terminated, such termination shall not affect the
        OEM
        Purchase and Supply Agreement or the parties’ rights and obligations with
        respect to the OEM Products previously sold; provided however, that if the
        OEM
        Purchase and Supply Agreement is terminated, this Agreement shall be
        automatically terminated. Terms not otherwise defined herein, shall have
        the
        meanings set forth in the OEM
        Purchase and Supply Agreement.
        This
        Agreement supplements the OEM Purchase and Supply Agreement and not that
        certain
        OEM Purchase Agreement entered into by the parties on July 29,
        2003.

       

      2.  Term
        of the Agreement and Certain Rights Associated with Minimum
        Purchases.
        This
        Agreement will commence as of the Effective Date and continue until June
        30,
        2009
        (“Term”), unless GEMS-IT fails to comply with the minimum purchase obligations
        contained herein, or GEMS-IT acquires a company that manufacturers external
        defibrillators and distributes said external defibrillators in the United
        States, in which case Supplier shall have the option to terminate this Agreement
        by providing written notice of termination, which shall be effective
        immediately. Any extension beyond the Term shall be based upon the mutual
        agreement of the parties.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3.  Exclusive
        Distribution Rights.
        In
        addition to the distribution rights granted in the OEM Purchase and Supply
        Agreement, Supplier hereby grants to GEMS-IT
        the exclusive right to promote, sell and distribute OEM Products, including
        Parts and Accessories, and all of Supplier’s other defibrillators, accessories,
        consumables or other products that may be supplied in conjunction with or
        as
        upgraded models to such defibrillators (collectively, “Other Defibrillator,
        Supplies and Accessories”) to hospitals in the United States and Canada. For
        clarification, “hospitals” do not include outpatient medical clinics, emergency
        medical service (EMS) providers (e.g., ambulances, fire and police departments),
        the corporate market or government entities (i.e., where a non-medical
        corporation or public institution is buying a defibrillator for its own internal
        use, such as an airline, school or the National Park Service) and private
        doctors who practice in a non-hospital setting.

       

      4.  Purchase
        Obligation to Maintain Exclusivity.
        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 the hospital market in the United States and Canada; provided however,
        that
        should GEMS-IT not purchase from Supplier an aggregate total of at least
        *
        dollars ($*) of OEM Products in any one of calendar years 2006, 2007
        and
        2008, for delivery to hospital customers in the United States and Canada,
        Supplier shall have the option to terminate this 

       

      Agreement
        by providing written notice of termination, which shall be effective
        immediately. For clarity, the first time GEMS-IT would possibly lose its
        exclusive rights would be for calendar year 2007.

       

      
        *
          CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH
          COMMISSION.

         

      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      5.  Referral
        of Hospital Prospects to GEMS-IT.
        While
        this Agreement is in effect and a hospital requests that CSI provide it with
        OEM
        Products, Supplies and Accessories or Other Defibrillator, Supplies and
        Accessories, CSI shall refer the hospital to GEMS-IT to provide such OEM
        Products, Supplies and Accessories or Other Defibrillator, Supplies and
        Accessories.

       

      6.  Sales
        Training and Support. As
        mutually agreed to by the parties, CSI shall provide formal sales training
        to
        GEMS-IT representatives at certain locations and frequency. Each party shall
        bear its own costs for any such training. Upon reasonable request by GEMS-IT
        and
        acceptance by Supplier, for which acceptance will not be unreasonably withheld;
        Supplier
        agrees to assist GEMS-IT
        field sales representatives in selling the OEM Products. Said field support
        assistance shall be provided by Supplier’s regional sales managers (or other
        such qualified Supplier personnel) and be limited to sales presentations
        made
        alongside GEMS-IT representatives to qualified hospital personnel who have
        a
        expressed bona fide interest in purchasing the OEM Products. 

       

      7.  CRM
        Clinical Sites. Attached
        hereto as Exhibit A is a list of Supplier’s existing hospital customers in the
        United States who have previously purchased Powerheart CRMs (or are currently
        using the CRM under certain terms and conditions) (“Existing CRM Customers”).
        This Agreement shall not prohibit Supplier from: (i) continuing to sell
        Powerheart CRM, CRM parts and consumables and provide service to the Existing
        CRM Customers or (ii) deploying the Powerheart CRM in hospitals in the United
        States and Canada for the purpose of conducting clinical studies and engaging
        in
        the sales of CRM parts and consumables to support said study sites; provided,
        however, that Supplier shall first obtain GEMS-IT’s prior written consent, which
        shall not be unreasonably withheld or delayed, prior to engaging in any of
        the
        activities described in (ii). 

       

      8.  Governing
        Law.
        The
        validity, construction, performance and enforceability of this Agreement
        shall
        be governed in all respects by the laws of the State of New York, without
        reference to the choice-of-law provisions thereof.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      9.  Counterparts;
        Facsimile.
        This
        Agreement may be executed simultaneously in multiple counterparts, each of
        which
        shall be deemed an original, but all of which taken together shall constitute
        one and the same instrument. Execution and delivery of this Agreement by
        exchange of facsimile copies bearing the facsimile signature of a party hereto
        shall constitute a valid and binding execution and delivery of this Agreement
        by
        such party. Such facsimile copies shall constitute enforceable original
        documents.

       

      10.  Severability.
        In the
        event any provision of this Agreement shall be determined to be invalid or
        unenforceable under applicable law, all other provisions of this Agreement
        shall
        continue in full force and effect unless such invalidity or unenforceability
        causes substantial deviation from the underlying intent of the parties expressed
        in this Agreement or unless the invalid or unenforceable provisions comprise
        an
        integral part of, or in inseparable from, the remainder of this Agreement.
        If
        this Agreement continues in full force and effect as provided above, the
        parties
        shall replace the invalid provision with a valid provision which corresponds
        as
        far as possible to the spirit and purpose of the invalid provision.

       

      11.  Interpretation.
        This
        Agreement has been negotiated at arm’s length and between persons sophisticated
        and knowledgeable in the matters dealt with in this Agreement. Each party
        has
        been represented by experienced and knowledgeable legal counsel. Accordingly,
        any rule of law or legal decision that would require interpretation of any
        ambiguities in this Agreement against the party that has drafted it is not
        applicable and is waived. The provisions of this Agreement shall be interpreted
        in a reasonable manner to effect the purposes of the parties and this
        Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      12.  Entire
        Agreement.
        The
        terms of this Agreement are intended by the parties to be the final expression
        of their agreement with respect to the subject matter hereof and may not
        be
        contradicted by evidence of any prior or contemporaneous agreement. The parties
        further intend that this Agreement constitute the complete and exclusive
        statement of its terms and shall supersede any prior agreement with respect
        to
        the subject matter hereof.

       

      13.  Headings.
        The
        article and section headings contained in this Agreement are for reference
        purposes only and will not affect in any way the meaning or interpretation
        of
        this Agreement.

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
        thereunto duly authorized representatives as of the date first above
        written.

      

        
          	 	 	 	 
	Cardiac Science, Inc.	 	 	GE Medical Systems
	 	 	 	Information Technologies, Inc.
	 	 	 	 
	By:
                  /s/ Raymond W. Cohen 	 	 	By:
                  /s/ Matthias Weber
	
                  

                	 	 	
                  

                
	
                  Name:
                    Raymond W. Cohen

                  Title:
                    Chairman and CEO

                	 	 	
                  Name:
                    Matthias Weber

                  Title:
                    Vice President & General Manager

                  Cardiology
                    Systems

                


        

      

    

     

     

    
      
        
        

      

      
        6