FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

FIRST AMENDMENT
TO
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     THIS FIRST AMENDMENT to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 3rd day of December, 2010, by and between Silicon Valley Bank (“Bank”) and CARDIAC SCIENCE CORPORATION, a Delaware corporation (“Borrower”) whose address is 3303 Monte Villa Parkway, Bothell, WA 98021.

Recitals

     A. Bank and Borrower have entered into that certain Third Amended and Restated Loan and Security Agreement dated as of July 16, 2010 (as the same may from time to time be amended, modified, supplemented or restated, the “Loan Agreement”).

     B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

     C. Borrower has requested that Bank amend the Loan Agreement to (i) consent to a change of control transaction and (ii) make certain other changes as more fully set forth herein.

     D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

     Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

     1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

     2. Amendments to Loan Agreement.

          2.1 Section 6.13 (CFO). New Section 6.13 is hereby added as follows:

          “6.13 CFO. Mike Matysik shall remain as Borrower’s CFO at all times.”

          2.2 Section 8.2 (Covenant Default). Section 8.2(a) is hereby amended in its entirety and replaced with the following:

          “(a) Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7, 6.8, 6.9, 6.10(c) or 6.13 or violates any covenant in Section 7; or”

          2.3 Section 13 (Definitions). The following terms and their respective definitions in Section 13.1 are amended in their entirety and replaced with the following:

          “Revolving Line” is an Advance or Advances in an amount equal to Ten Million Dollars ($10,000,000).

          “Revolving Line Maturity Date” is December 14, 2010.

          2.4 Bank hereby consents to the acquisition by Opto Circuits (India) Ltd. (“Opto Circuits”) of securities of Borrower, representing twenty-five percent (25%) or more of the combined

voting power of Borrower’s then outstanding securities and to the merger of Jolt Acquisition Company, a wholly owned subsidiary of Opto Circuits, with and into Borrower, and hereby waives any violation of Section 7.2(c) or 7.3(a) of the Loan Agreement that might occur in connection therewith.

     3. Limitation of Amendments.

          3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

          3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

     4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

          4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

          4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

          4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

          4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

          4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

          4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made; and

          4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

     5. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

     6. Effectiveness. This Amendment shall be deemed effective upon (i) the due execution and delivery to Bank of this Amendment by each party hereto and (ii) payment by Borrower of an amendment fee in the amount of Ten Thousand Dollars ($10,000).

[Signature page follows.]

     In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK						BORROWER
Silicon Valley Bank						Cardiac Science Corporation
By:		/s/ NICK CHRISTIAN				By:		/s/ MICHAEL K. MATYSIK
Name:		Nick Christian				Name:		Michael K. Matysik
Title:		Relationship Manager				Title:		Senior Vice President and Chief Financial Officer
						Acknowledgement
						Opto Circuits LTD
						By:		/s/ THOMAS DIETIKER
						Name:		Thomas Dietiker