Common use of Subordination of Inside Debt Clause in Contracts

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders ("Inside Debt") shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon's standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding, expect for the following: NONE. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon's standard form. SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------- Borrower: Silicon: QUINTON CARDIOLOGY SYSTEMS, INC. SILICON VALLEY BANK By /s/ Mxxxxxx Matysik By /s/ Silicon Valley Bank ---------------------------- ------------------------------ President or Vice President Title By /s/ Tim Way ---------------------------- Secretary or Ass't Secrexxxy Borrower: QUINTON, INC. By /s/ Michael Matysik ---------------------------- Xresident or Vicx Xxxxxxxxx Xx /s/ Tim Way ---------------------------- Secretary or Ass't Secrexxxy

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders ("Inside Debt") shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon's standard form. Borrower represents and warrants that SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- there is no Inside Debt presently outstanding, expect for the following: NONE. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon's standard form. SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------- Borrower: Silicon: QUINTON CARDIOLOGY SYSTEMS, INC. ONYX SOFTWARE CORPORATION SILICON VALLEY BANK By /s/ Mxxxxxx Matysik XXX XXXX By /s/ Silicon Valley Bank ---------------------------- ------------------------------ President or XXX XXXXXXXX -------------------------------- ----------------------------------- Xxx Xxxx, Treasurer Title Vice President Title --------------------------------- By /s/ Tim Way ---------------------------- XXX XXXXXXXX -------------------------------- Secretary or Ass't Secrexxxy Secretary SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: ONYX SOFTWARE CORPORATION ADDRESS: 0000 000XX XXXXXX XX, XXXXX 000 XXXXXXXX, XXXXXXXXXX 00000 DATE: FEBRUARY 14, 2002 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK ("Silicon") and the borrower named above (the "Borrower: QUINTON"), INCwith reference to the various loan and security agreements and other documents, instruments and agreements between them, including but not limited to that certain Loan and Security Agreement dated September 30, 2001 (as amended, if at all, the "Existing Loan Agreement"; the Existing Loan Agreement and all related documents, instruments and agreements may be referred to collectively herein as the "Existing Loan Documents"). By /s/ Michael Matysik ---------------------------- Xresident or Vicx Xxxxxxxxx Xx /s/ Tim Way ---------------------------- Secretary or Ass't SecrexxxyThe Parties agree to amend the Existing Loan Documents, as follows:

Subordination of Inside Debt. All present and future indebtedness of Borrower to its officers, directors and shareholders exclusive of expense reimbursements and advances made in the ordinary course of business ("Inside Debt") shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon's standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding, expect except for the following: NONE. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon's standard form. SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------- Borrower: Silicon: QUINTON CARDIOLOGY SYSTEMS, INC. CARDIAC SCIENCE CORPORATION SILICON VALLEY BANK By /s/ Mxxxxxx Matysik Xxxxxxx Xxxxxxx By /s/ Silicon Valley Bank ---------------------------- ------------------------------ Xxxxxxxx Xxxxxxx ---------------------------------- ----------------------- President or Vice President Title RM By /s/ Tim Way ---------------------------- ---------------------------------- Secretary or Ass't Secrexxxy Secretary Borrower: QUINTONXXXXXXX CARDIOLOGY, INC. By /s/ Michael Matysik ---------------------------- Xresident Xxxxxxx Xxxxxxx ---------------------------------- President or Vicx Xxxxxxxxx Xx /s/ Tim Way ---------------------------- Vice President By ---------------------------------- Secretary or Ass't SecrexxxySecretary Borrower: CARDIAC SCIENCE OPERATING COMPANY By /s/ Xxxxxxx Xxxxxxx ---------------------------------- President or Vice President

Subordination of Inside Debt. All present and future indebtedness for borrowed money of Borrower to its officers, directors and shareholders ("“Inside Debt"”) shall, at all times, be subordinated to the Obligations pursuant to a subordination agreement on Silicon's ’s standard form, with such changes thereto as are acceptable to Silicon. Borrower represents and warrants that there is no Inside Debt presently outstanding, expect except for the following: NONENone. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon's ’s standard form, with such changes thereto as are acceptable to Silicon. SILICON VALLEY BANK SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------- For purposes of this Agreement, Inside Debt shall not include reimbursement of or advances for out of pocket expenses in the ordinary course of business. Borrower: Silicon: QUINTON CARDIOLOGY SYSTEMSESSENTIAL GROUP, INC. SILICON VALLEY BANK By /s/ Mxxxxxx Matysik By Essential Group, Inc. By: /s/ Silicon Valley Bank ---------------------------- ------------------------------ President or Vice President Title By /s/ Tim Way ---------------------------- Secretary or Ass't Secrexxxy Ass’t Secretary Borrower: QUINTONXXXXXXXXXXXXXX.XXX COORDINATOR SERVICES, INC. By /s/ Michael Matysik ---------------------------- Xresident XxxxxxxxXxxxxx.xxx Coordinator Services, Inc. President or Vicx Xxxxxxxxx Xx /s/ Tim Way ---------------------------- Vice President By Secretary or Ass't SecrexxxyAss’t Secretary Form: -3 (3/7/02)