Exhibit
        10.2

       

      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.

      


       

      THIRD
        AMENDMENT TO OEM PURCHASE AND SUPPLY AGREEMENT 

       

      This
        Third Amendment (the “Amendment”) is made as of June 10, 2005, 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 desire to supplement and amend the OEM
        Purchase and Supply Agreement as
        set
        forth herein.

       

      WHEREAS,
        CSI and GEMS-IT are simultaneously entering into that certain Exclusive
        Distribution Agreement for United States and Canadian Hospitals (“Exclusive
        Distribution Agreement”) to provide GEMS-IT with certain exclusive distribution
        rights with respect to the OEM Products.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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.
        Except
        as provided in this Amendment, the terms and conditions set forth in the
        OEM
        Purchase and Supply Agreement shall
        remain unaffected by the execution of this Amendment. To the extent any
        provisions or terms set forth in this Amendment conflict with the terms set
        forth in the OEM
        Purchase and Supply Agreement,
        the
        terms set forth in this Amendment shall govern and control. Terms not otherwise
        defined herein, shall have the meanings set forth in the OEM
        Purchase and Supply Agreement.
        This
        Amendment amends the OEM Purchase and Supply Agreement and not that certain
        OEM
        Purchase Agreement entered into by the parties on July 29, 2003.

       

      2.  Section
        1.3
        is
        hereby amended by inserting the following sentence at the end of that
        section:

       

      “For
        the
        purposes of this Agreement, “GEMS-IT” shall include GEMS-IT and any GEMS-IT
        Affiliate or GEMS-IT Subcontractor (including distributors) involved in the
        marketing, sale, distribution or servicing of the OEM Products.” 

      


      3.  Section
        1.4 is hereby deleted in its entirety and replaced with the
        following:

       

      “Term
        of the Agreement.
        This
        Agreement will commence as of the Effective Date and continue until June
        30,
        2009 (the
        “Term”), unless terminated earlier under the terms of this Agreement. Any
        extension beyond the initial term shall be based upon the mutual agreement
        of
        the parties.

      


      Notwithstanding
        the foregoing, this Agreement shall remain in effect and GEMS-IT shall have
        the
        right to purchase from Supplier, GE-branded Responder® AEDs and AED Pros (in
        GEMS-IT specified coloring) and related accessories
        and consumables for
        sale
        on a non-exclusive basis outside the United States and Canada (excluding
        the
        country of Japan) until December
        31, 2010.”

      


      4.  Section
        2.15 is hereby deleted in its entirety and replaced with the
        following:

       

      “Parts
        and Accessories”
        means
        the Service Parts and the Supplies and Accessories, collectively. “Service
        Parts” means the replacement parts and components used to service, maintain and
        repair the OEM Products. “Supplies and Accessories” means the accessories,
        consumables and other products that may be supplied in conjunction with,
        used
        with, or used as additions to the OEM Products.”

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      5.  Section
        3.6 is hereby deleted in its entirety and replaced with the
        following:

       

      “The
        Lead
        Time for the OEM Products is one (1) week for
        Order(s) of units of OEM Products that are within one hundred and ten percent
        (110%) of the volume of purchases in the previous
        calendar quarter. Supplier
        agrees that it is in the mutual business interest of the parties to ship
        the OEM
        Products on the next day or as soon as practicable after receipt of an
        Order.

      


      If,
        during any calendar quarter, Supplier fails to meet three (3) or more Delivery
        Dates it has confirmed or that has been deemed accepted in accordance with
        Section 3.2, the then current Term of the Agreement shall be extended, and
        the
        date upon which GEMS-IT must attain minimum purchase levels to achieve
        exclusivity under the Exclusive Distribution Agreement shall be deferred,
        for an
        additional three (3) month period for each calendar quarter in which such
        failure occurs.”

      


      6.  Section
        9.4.1 is hereby deleted in its entirety and replaced with the
        following:

       

      “Customer
        Service.
         Outside
        of the United States and Canada, customer service calls will be handled by
        GEMS-IT. If a customer calls GEMS-IT with a Product Warranty issue (GEMS-IT
        fields the warranty call), GEMS-IT will
        inform Supplier of the warranty call and will receive a RMA from Supplier.
        GEMS-IT or its customer will return the product for repair or replacement
        to
        Supplier’s facility in Minnetonka, MN or Supplier’s then current facility.
        Supplier will repair or replace the OEM Product and deliver the OEM Product
        to a
        location requested by GEMS-IT within two (2) weeks of Supplier’s receipt of a
        returned OEM Product. Within the United States and Canada, customer service
        calls will be handled directly by Cardiac Science, and all repaired or replaced
        OEM Products must be delivered within two (2) weeks of Supplier’s receipt of a
        returned OEM Product. Supplier and GEMS-IT shall work together to ensure
        prompt
        communication to the other party of all customer communication. 

      


      Loaner
        Inventory.
        Within
        thirty (30) days of this Amendment, Cardiac Science shall provide, at no
        cost to
        GEMS-IT, up to fifteen (15) additional GE Healthcare-branded Responder®
        AEDs and/or
        AED Pros to be used by GEMS-IT as loaner inventory and to facilitate warranty
        exchanges for end users. These units shall be suitably configured with local
        languages as per GEMS-IT instructions.

      


      
        	 	 	
                In
                  all cases, freight charges to and from Supplier’s facility for warranty
                  service and loaner inventory will be paid by Supplier.
                  

              


      

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      Out
        of
        Warranty Service. Outside
        the United States and Canada, if GEMS-IT requires out of warranty service
        from
        Cardiac Science, GEMS-IT will bill the customer as appropriate per GEMS-IT
        policies. GEMS-IT will inform Supplier of the customer issue and will receive
        a
        RMA from Supplier. GEMS-IT or its customer will return the product to Supplier’s
        facility as outlined above.
        Supplier will repair and deliver the product to a location requested by GEMS-IT
        within two (2) weeks of Supplier’s receipt of a returned OEM Product. Supplier
        will bill GEMS-IT at a discount to Supplier’s then current service fee schedule,
        which service fee schedule shall not exceed the amount Supplier charges (after
        discounts) for providing similar services to its own customers. GEMS-IT will
        bill the customer for the service provided. Within the United States and
        Canada,
        out of warranty customer service calls will be handled directly by Cardiac
        Science, and all repaired OEM Products must be delivered within two (2) weeks
        of
        Supplier’s receipt of a returned OEM Product. The parties agree that a list of
        out of warranty services, including prices and the discount rate described
        above, will be added to this Agreement within sixty (60) days of the effective
        date of the third amendment to this Agreement, or such later date as is mutually
        agreed upon by the parties.

      


      Service
        Parts.
        Outside
        the United States and Canada, if Parts and Accessories are required by either
        GEMS-IT or its customers, GEMS-IT will inform Supplier and request direct
        shipment of such Parts and Accessories to GEMS-IT or its customer. Supplier
        will
        bill GEMS-IT at a discount to Supplier’s then current service parts schedule,
        which service parts schedule shall not
        exceed the amount Supplier charges (after discounts) for providing similar
        parts
        or accessories to its own customers. The parties agree that a list of Parts
        and
        Accessories, including prices and the discount rate described above, will
        be
        added to this Agreement within sixty (60) days of the effective date of the
        third amendment to this Agreement, or such later date as is mutually agreed
        upon
        by the parties. Within the United States and Canada, if Service Parts are
        requested by a GEMS-IT customer, Supplier may sell such Service Parts directly
        to such customer.

      


      Confidentiality
        of Customer Information.
        Supplier agrees that any
        customer-related information obtained by Supplier as a result of its interaction
        with a GEMS-IT customer will be deemed to be GEMS-IT’s “Confidential
        Information”, and will not be used by Supplier for any commercial reason other
        than to fulfill its obligations under this Agreement. For clarity, this
        provision shall not prohibit or restrict Supplier in any way from doing business
        with, soliciting, transmitting information to, or otherwise soliciting entities
        or organizations that happen to be GEMS-IT customers provided that Supplier
        has
        not obtained the names, addresses and contact information for such entities
        or
        organizations by reviewing the GEMS-IT Confidential Information.

      


      Quality
        Reports.
        Supplier will provide, on a monthly basis, a quality assurance report, which
        will include a listing of all product related corrective and preventative
        action
        reports (CAPAs) issued globally for OEM Products or equivalent CSI-branded
        devices, and a detailed description of the root cause analysis of the reason
        for
        the report; notwithstanding the foregoing, Supplier does not need to provide
        any
        information concerning Powerheart AED G3 automatic or FirstSave AED G3 or
        any
        other Cardiac Science products that GEMS-IT does not market. Upon request,
        Supplier will provide GEMS-IT with additional information on any item that
        appears in the quality assurance report and participate in phone calls with
        GEMS-IT regarding the same.
        Supplier
        will provide, on a monthly basis, a report listing all RMAs issued globally
        for
        OEM Products that have been sold directly or indirectly by GEMS-IT, and a
        detailed description of the root cause analysis of the reason for the return.
        Supplier shall promptly respond to GEMS-IT’s inquiries regarding RMAs if they
        involve GEMS-IT’s customers and the resolution of such RMAs.”

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      7.  Section
        9.5 is hereby amended by inserting the following sentence at the end of such
        section:

       

      “The
        prices for such replacement parts, technical support, repair services and
        exchange units shall be calculated by adding a reasonable margin to Supplier’s
        cost of procuring or producing such parts, support, services and units, and
        shall not exceed the amount Supplier charges (after discounts) for providing
        similar parts, support, services and units to its own customers. The
        parties agree that a list of such items, including prices, will be added
        to this
        Agreement within sixty (60) days of the effective date of the third amendment
        to
        this Agreement, or such later date as may be mutually agreed upon by the
        parties.”

      


      8.  Exhibit
        A
        is hereby amended by inserting a new paragraph 4 to read as
        follows:

       

      “4. Powerheart®
        model G3 Pro automated external defibrillator (AED)
        to be
        produced in GEMS-IT specified coloring and labeled GE Medical Responder® AED
        Pro, is a portable battery operated automated external defibrillator that
        analyzes a person’s electrocardiogram and advises an operator to deliver an
        electric shock(s) to a patient in order to restore normal heart rhythm; and
        includes Cardiac Science’s patented STAR® biphasic technology, RHYTHMx®
        algorithms and RescueReady® self-testing technology such as one button
        operation, pre-connected disposable electrode pads and status indicator.
        It also
        features manual-override operation, an ECG display, and infrared data
        transmission; a rechargeable battery and ECG cable are both
        optional.” 

      


      9.  Exhibit
        B
        is amended by inserting the following immediately prior to the last sentence
        in
        such Exhibit, which reads “All prices are in US Dollars (USD)”:

      


      “The
        parties agree that if Supplier’s published list prices for the Powerheart AED
        G3, Powerheart AED G3 Pro and/or Powerheart CRM are reduced, then Supplier’s
        published price to GEMS-IT shall equal *%, *% and *% of the newly reduced
        list
        price, respectively, effective on the date such list prices are reduced.”

       

      10.  Section
        5
        of Amendment One is hereby deleted in its entirety and replaced with the
        following:

       

      “Exhibit
        A of the OEM Purchase and Supply Agreement is amended to provide for the
        addition of the OEM Products known as the “Powerheart® AED G3” and 

       

      *
        CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH
        COMMISSION.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      “Powerheart®
        AED G3 Pro”. The specifications for these OEM Products are attached hereto as
        Exhibit A. 

      


      Non-Exclusive
        Marketing Rights.
        Supplier hereby grants to GEMS-IT
        the right to promote, sell and distribute OEM Products, branded
        as GEMS-IT Responder® products (in GEMS-IT specified coloring) in accordance
        with GEMS-IT’s instructions,
        including Parts and Accessories, on a non-exclusive basis, world-wide (excluding
        only the country of Japan). During
        the Term, for sale limited to the hospital market in the United States and
        Canada, at GEMS-IT’s option, the OEM Products may be branded as CSI Powerheart
        products or GEMS-IT Responder®.

      


      Formal
        Sales Training.
        At
        mutually agreed locations and at a frequency mutual agreed to by the parties,
        Supplier shall provide formal sales training to GEMS-IT representatives.
        Each
        party shall bear its own costs for any such training. 

      


      Field
        Sales Support.
        During
        the Term for the hospital market in the United States and Canada, 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, Parts and Accessories.
        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.” 

      


      11.  Branding.
        Supplier
        agrees that the branding on all of Supplier’s non-OEM defibrillator products
        that are sold into the hospital market in the United States and Canada,
        including without limitation, the Powerheart AED G3, Powerheart AED G3 Pro
        and
        Powerheart CRM shall remain branded as “Powerheart”, with the Cardiac Science
        name or logo. Supplier has the right to
        change
        the brand name, provide however, that Supplier receives prior written consent
        from GEMS-IT, which shall not be unreasonably withheld. 

       

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

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      13.  Counterparts;
        Facsimile.
        This
        Amendment 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 Amendment by
        exchange of facsimile copies bearing the facsimile signature of a party hereto
        shall constitute a valid and binding execution and delivery of this Amendment
        by
        such party. Such facsimile copies shall constitute enforceable original
        documents.

       

      14.  Severability.
        In the
        event any provision of this Amendment shall be determined to be invalid or
        unenforceable under applicable law, all other provisions of this Amendment
        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 Amendment or unless the invalid or unenforceable provisions comprise
        an
        integral part of, or in inseparable from, the remainder of this Amendment.
        If
        this Amendment 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.

       

      15.  Interpretation.
        This
        Amendment has been negotiated at arm’s length and between persons sophisticated
        and knowledgeable in the matters dealt with in this 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 any
        ambiguities 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 the purposes of the parties and this
        Amendment.

       

      16.  Entire
        Agreement.
        The
        terms of this Amendment 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 Amendment constitute the complete and exclusive
        statement of its terms and shall supersede any prior agreement with respect
        to
        the subject matter hereof.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

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

      


      IN
        WITNESS WHEREOF, the parties have caused this Amendment 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 	 	 	/s/ Matthias
                Weber
	
                

              	 	 	
                

              
	
                Name:
                  Raymond W. Cohen

                Title:
                  Chairman and CEO

              	 	 	
                Name:
                  Matthias Weber

                Title:
                  Vice President & General Manager

                Cardiology
                  Systems

              


      

       

      
        
           

        

          8