UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.   20549
                                    ________

                                    FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  (Date of earliest event reported)  December 31, 1998


                            BIOSENSOR CORPORATION
             (Exact name of registrant as specified in its charter)


 Minnesota				0-11408                		41-1427114
(State or other jurisdiction      (Commission File No.)       
	                                 (IRS Employer of incorporation)         
	Identification no.)


             6 Woodcross DriveColumbia, SC              29212
(Address of principal executive offices)              (Zip Code)

 (803) 407-3044 
(Registrant's telephone number, including area code)




 









ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On December 31, 1998, Biosensor Corporation (the "Company") 
purchased from Innovative Physician Services, Inc. (d/b/a/ 
Diagnostic Monitoring) ("IPS"), a wholly-owned subsidiary of 
Cardiac Science Inc., a product line sold under the name Diagnostic 
Monitoring. Biosensor obtained certain assets (consisting of 
inventory valued at approximately $96,000, accounts receivable valued at 
approximately $119,000, and capital equipment valued at approximately 
$10,000), and product rights, intellectual property, and distribution, and 
assumed certain liabilities (consisting of trade accounts payable and
accrued liabilities valued at approximately $109,000).  The Company 
issued 1,440,000 shares of Biosensor Corporation common stock, 
subject to a post-closing adjustment based on Net Book Value of the 
Assets (as defined in the Purchase Agreement) in exchange for the 
purchased product line.  


	The Diagnostic Monitoring product line consists principally 
of PC-based Ambulatory ECG ("Holter") systems and Holter recorders.  
The majority of the hardware sold as part of these systems is 
manufactured for Cardiac Science under subcontract by Braemar Inc., 
a wholly owned subsidiary of the Company.  Diagnostic Monitoring 
products are sold through international distributors pursuant to 
strategic distribution agreements on a country by country basis.  
Distribution is currently in place with market coverage in over 40 
countries worldwide, with more than 90% of revenue currently being 
realized in international markets.  In the United States, products 
are sold directly to hospitals, physicians, and medical centers.

	Reference is made to the Purchase Agreement, a copy of which 
is attached hereto as Exhibit I for a more complete description of 
the transaction.  











ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

The transaction will be accounted for by the Company using 
the purchase accounting method.  The net book value of the assets 
purchased was approximately $115,000, which is substantially less 
than 10 percent of the registrant's total assets consolidated as of 
the end of the fiscal year ended June 30, 1998.  Audited financial 
statements for the acquired product line on a stand-alone basis are 
not available for either the twelve months ended June 30, 1998 or 
the interim quarterly period ended September 30, 1998 because the 
product line was operated as an integral part of Cardiac Science 
during those periods and financial results of the Diagnostic 
Monitoring product line were consolidated with those of Cardiac 
Science. Since none of the conditions in the definitions of 
significant subsidiary contained in Regulation S-B exceed 20%, the 
automatic waiver of the requirement for  financial statements 
applies, and none are included herein.  
       

                                  Exhibits:

            Exhibit I  Agreement for Purchase and Sale of Assets 

























                                Exhibit I









             AGREEMENT FOR PURCHASE AND SALE OF ASSETS BETWEEN

        INNOVATIVE PHYSICIAN SERVICES, INC. (DBA DIAGNOSTIC MONITORING),

                            CARDIAC SCIENCE, INC.

                                    AND

                            BIOSENSOR CORPORATION



                           DATED DECEMBER  31, 1998



Schedule 1.1.6		Records Transferred
Schedule 2.1		Assumed Liabilities
Schedule 4.3(i)		Real Property
Schedule 4.3(ii)		Executory Contracts
Schedule 4.3(iii)		Intangible Property Rights
Schedule 4.3(iv)		Permits
Schedule 4.3(v)		Contracts, Agreements, Leases Requiring Consent
Schedule 4.3(vi)		Personal Property
Schedule 4.3(vii)		Inventory
Schedule 4.3(viii)		Accounts Receivable
Schedule 4.3(ix)	Accounts Payable and Accrued Expenses
Schedule 4.3(x)		Equipment
Schedule 4.5		Lawsuits
Schedule 4.13		Environmental Matters
Schedule 5.5		Capitalization





                                LIST OF EXHIBITS


Exhibit  A                          Condensed Balance Sheet





               AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS


         This Agreement for Purchase and Sale of Assets is made 
December 31, 1998 by and between Innovative Physician Services, 
Inc. (DBA Diagnostic Monitoring), a California corporation 
("Seller"), Cardiac Science, Inc., a California corporation 
("CSI"), and Biosensor Corporation, a Minnesota corporation ("Purchaser").

                                                                  
RECITALS:


A. Seller desires to sell to Purchaser, and Purchaser desires to 
purchase from Seller, on the terms and subject to the conditions 
set forth in this Agreement, a product line (collectively, the 
"Product Line") consisting of certain assets and operations 
conducted on the date hereof by Seller under the name "Diagnostic 
Monitoring"(including, without limitation, the distribution of 
certain medical monitoring devices).


NOW, THEREFORE, in consideration of the premises, the respective 
covenants and commitments of Seller and Purchaser set forth in this 
Agreement, and other good and valuable consideration, the receipt 
and adequacy of which are hereby acknowledged, the parties agree as follows:

1.0.  Purchase and Sale of Assets

1.1   Assets:   In reliance on the representations, warranties and 
covenants contained in this Agreement, on the Closing Date, but with 
effect as and from 11:59:00 p.m. local time in Columbia, S.C. on 
December 31, 1998, Seller shall sell, assign, deliver and transfer 
to Purchaser, and Purchaser agrees to purchase and acquire from 
Seller, free and clear of all Encumbrances and on the terms and 
subject to the conditions set forth in this Agreement, those certain 
assets set forth below in this Section 1.1, and including those 
assets identified on Schedules prepared in accordance with Section 
4.3 owned or used or held for use by Seller in the manufacture and 
distribution of the Product Line distributed by Seller under the 
name Diagnostic Monitoring (the "Assets").  The parties acknowledge 
that the Assets totaled approximately $251,000 on November 30,1998.

1.1.1.  Inventories, Purchase Contracts; All inventories of 
supplies, raw materials, parts, finished goods, work-in-process, 
product labels and packaging materials, all third party 
manufacturers' warranties applicable to the inventories, all orders 
or contracts for the purchase of inventories, raw materials, parts, 
or supplies ordered by Seller in the ordinary course of business 
under the name Diagnostic Monitoring prior to the Closing Date;

1.1.2.   Machinery, Tooling; All machinery, equipment, fixtures and 
other fixed assets used by Seller in manufacturing, procuring, 
testing or distributing the Product Line.

1.1.3.  Engineering and Production Data.  All blueprints, drawings, 
forms, raw material specifications, manufacturing specifications, 
quality assurance specifications, engineering data, production data, 
development data, design data, formulae, plans, and other data owned 
by Seller and used in connection with the Product Line, whether such 
properties are located on the site at which business is being 
conducted or on the business premises of Seller's suppliers;

1.1.4   Executory Contracts.   To the extent assignable, all 
executory licenses, contracts, agreements, sales orders, purchase 
orders and commitments relating to the Product Line including, 
without limitation, those listed on Schedule 4.3(ii) and (v) to this 
Agreement, with such additions and deletions as may hereafter arise 
in the ordinary course of business, excluding, however, all facility leases;

1.1.5.  Intangible Property Rights.   All intangible property rights 
used in connection with the Product Line, including patents, patent 
applications, copyrights, copyright applications, trade names 
(including the name "Diagnostic Monitoring" and any and all other 
names similar to the foregoing), trade dress, goodwill, trademarks 
or service marks, registered or unregistered and applications 
therefor, logos, processes, computer programs and software, 
inventions, trade secrets, discoveries, improvements, drawings, 
designs, patterns, know-how, manufacturing standards and procedures, 
computer software, data bases, product names, Web page, internet 
domain names and other intellectual property rights listed on 
Schedule 4.3 (iii) to this Agreement, with such additions and 
deletions as may hereafter arise in the ordinary course of business 
(collectively, the "Intangible Property Rights");

1.1.6.   Books and Records.   Originals (or, where appropriate, 
copies) of all books, accounting records, records and other 
documents and information relating to the Assets and the Product 
Line as specified on Schedule 1.1.6, including, without limitation, 
all customer, prospect, dealer and distributor lists, sales 
literature, inventory records, purchase orders and invoices, sales 
orders and sales order log books, customer information, commission 
records, correspondence, outstanding proposals, product data, price 
lists, product demonstrations, quotes and bids, catalogues and 
brochures of every kind and nature;

1.1.7.  Accounts Receivable.   All accounts receivable owing to 
Seller on the Closing Date, as a result of sales of the Product Line prior 
to the Closing Date, listed on Schedule 4.3 (viii) to this Agreement, with 
such additions and deletions as may hereafter arise in the ordinary course of 
business (collectively, the "Accounts Receivables");

1.1.8.   Telephone Listings.   Seller's current telephone listings 
for Diagnostic Monitoring and the right to use the telephone numbers 
currently being used at the principal offices and at any sales, 
warehouse, or distribution facilities of the Product Line;

1.1.9.  Permits.   To the extent assignable, all permits, licenses 
and other approvals (including Food and Drug Administration 
approvals) relating to the Product Line as listed on Schedule 
4.3(iv) to this Agreement, with such additions and deletions as may 
hereafter arise in the ordinary course of business;

1.1.10.  Prepaid Expenses and Deposits.   All prepaid expenses and 
deposits required for the operation of the Product Line or relating 
to the Assets;

1.1.11.  Goodwill.   All goodwill associated with or attributable to 
the Product Line;

1.1.12. Claims.   All of the Seller's right, title and interest to 
claims and causes of action relating to the Assets or the Product Line;

1.1.13.  Rights.   Seller's rights under all supply agreements, 
customer agreements, licenses, and other contracts relating to 
Diagnostic Monitoring to which it is a party; but not including any 
facility leases; 

	1.1.14   Other   All other assets that are related to or used in 
connection with Seller's business and that are owned by Seller, or 
by any affiliate of Seller.


1.2	Excluded Assets:  Assets do not include any books and records of 
account of Seller other than those identified on Schedule 1.1.6, 
cash, and personal property or equipment not related to, or not 
used in connection with, the Product Line.


2.0    Assumption of Liabilities.

2.1   Obligations to be Assumed by Purchaser.   Purchaser agrees to 
assume and to pay, perform and discharge in accordance with their 
respective terms, from and after the Closing Date, each of the 
following obligations or commitments of Seller (the "Assumed 
Liabilities"):(A) trade accounts payable and accrued expenses incurred 
in the normal course of business and directly associated with the 
Product Line sold under the name Diagnostic Monitoring (excluding 
employment and travel expenses incurred by Victor Bravo through the 
Closing Date), to be agreed upon by Purchaser and Seller prior to 
Closing and a complete schedule of which is attached as Schedule 2.1, 
and (B) warranty obligations accrued in the ordinary course of business 
for Seller, but solely with respect to 1/0 board patient recorders 
which have been sold or delivered prior to the Closing Date, but only 
if and to the extent the same have not been paid or discharged prior to 
the Closing Date.  The parties acknowledge that the foregoing 
liabilities and obligations, excluding warranty obligations, if any, 
referred to in (B) above totaled approximately $110,000 as of November 
30, 1998.  Assets less Assumed Liabilities ("Net Book Value") shall not 
be less than $100,000.  Any special obligations or liabilities, if any, 
to employees, or ex-employees of Seller are not assumed by Purchaser.

The assumption by Purchaser of the Assumed Liabilities shall not enlarge 
any rights of any person under contracts or arrangements with Seller.

 Nothing contained herein shall prevent Purchaser from contesting in 
good faith any of the Assumed Liabilities with any third party obligee.	

3.0   Purchase Price

The purchase price for the Assets shall equal the aggregate of  (i) the 
Assumed Liabilities, and (ii)  1,440,000 shares of common stock of 
Purchaser (this amount represents the "Initial Purchase Price"), 
subject to the post closing adjustments provided in Section 3.1.  On 
the Closing Date, Purchaser shall (I) assume the Assumed Liabilities, 
and  (II) issue to Seller 1,440,000 shares of its common stock.   
Seller acknowledges that Purchaser has proposed a one share for six 
reverse stock split that is pending shareholder approval, and upon 
approval of same the consideration hereunder shall represent 240,000 
shares, all as described in Purchaser's Preliminary Proxy Statement 
filed with the Securities and Exchange Commission on December 4, 1998. 
Following the reverse stock split (A) there will be a total of 
approximately 3,125,000 shares of Purchaser's common stock outstanding, 
(B) no preferred stock issued and outstanding, and (C) options, 
warrants, convertible securities and other commitments for an 
additional 13,750 shares of its common stock outstanding.  Seller 
acknowledges that the most recent price paid by new investors of 
Purchaser's common stock was in May of 1998, and was the equivalent of 
$2.08 per share (on a post-reverse stock split basis). 

3.1  Post Closing Adjustment.  The Initial Purchase Price is based on 
the assumption that the Net Book Value of the Business will be at least 
$100,000 as of the Closing Date.  Within twenty (20) days after the 
Closing Date, Seller shall cause to be prepared and delivered to 
Purchaser an unaudited list of Assets and Assumed Liabilities for the 
Product Line as of the close of business on the Closing Date (the 
"Closing Balance Sheet") and a computation of the Net Book Value of the 
Product Line as of the Closing Date.  The Closing Balance Sheet shall 
be prepared in conformity with generally accepted accounting principles 
("GAAP"), applied on a basis consistent with Seller's Financial 
Statements and shall present fairly the Assets and Assumed Liabilities 
of Seller as of that date; provided that there shall not be included in 
the Closing Balance Sheet any asset which is an Excluded Asset. 

Within ten (10) days after the delivery of the Closing Balance Sheet, 
Purchaser may notify Seller in writing of any objections or changes to 
the Closing Balance Sheet or computation of Net Book Value, specifying 
in reasonable detail any such objections or changes, and the parties 
shall attempt in good faith to resolve any such dispute.  If the 
parties cannot resolve such dispute within a period of twenty (20) days 
commencing from Seller's receipt of the Purchaser's notification, the 
parties shall submit the matter to McGladrey & Pullen, LLP (the 
"Accountant") whose decision with respect to the disputed matter shall 
be binding on the parties.  The prevailing party shall be entitled to 
receive from the other party its costs and expenses, including 
reasonable attorneys fees in connection with its objection or defense 
to the calculation of Net Book Value.  The fees and expenses of the 
Accountant shall be paid by the party against whom a decision is 
rendered.  The prevailing party shall be the party whose proposed Net 
Book Value is closest to the Net Book Value finally determined by the 
Accountant.

If the Net Book Value as of the Closing Date, as finally determined as 
provided in this Section 3.1, is less than $100,000, the Seller shall 
pay to Purchaser the amount of the deficit in cash; and if the Net Book 
Value is greater than $100,000, Purchaser shall pay to Seller the 
amount of the excess in additional shares of common stock based on a 
pre-reverse split value of $0.3472 per share, not to exceed 210,000 
additional shares (or 35,000 shares post reverse stock split). 

3.2  Unregistered Shares    All shares of common stock of the Purchaser 
issued to the Seller will not have been registered under the Securities 
Act of 1933, as amended (the "Act"), on the basis that (i) this 
transaction is exempt under the Act and such shares shall have the 
status of securities acquired under Section 4(2) of the Act, as not 
involving any public offering, and (ii) in the view of the Securities 
and Exchange Commission (the "SEC"), the statutory basis for the exemption 
would not be present , if, notwithstanding the forgoing, the Seller has a 
present intention to dispose of such shares or any portion thereof.

 3.3  Piggyback Registration Rights   All of the shares of common stock 
of the Purchaser issued to the Seller shall have "piggy back" 
registration rights to be included in the next registration statement 
filed by the Purchaser with the Securities and Exchange Commission.  
Purchaser has a current intention to file an S-4 Registration Statement 
during the first calendar quarter of 1999, but no assurance can be 
given that any Registration Statement will be filed, or if filed, 
whether it will become effective.  If registered under the Act, 
Seller's shares of Purchaser's stock shall also be registered under 
such state securities laws as Seller may reasonably request.

3.4   Seller's Reliance on Purchaser's Financial and Other Information 
Publicly on File.    In determining the value of the securities to be 
issued in exchange for the Assets purchased, Seller acknowledges that 
it is relying solely on the financial and other information regarding 
the Purchaser's financial condition, operating results and business and 
other matters that is on file with the Securities and Exchange 
Commission (Forms 10-KSB, 10-QSB, 8-K and Preliminary Proxy 
Statements).  Such financial information has been prepared in 
accordance with GAAP, is audited where appropriate, and to the best of 
the Purchaser's belief is current as regards SEC filing requirements.  
Seller further acknowledges that Purchaser has not made and is not 
making any representations or warranties with respect to itself other 
than as expressly set forth in this Agreement and for the information 
contained in its materials filed with the Securities and Exchange Commission.

4.0   Representations and Warranties of Seller and CSI  

As a material inducement to Purchaser to enter into this Agreement and 
with the understanding that Purchaser will be relying thereon in 
consummating the transactions contemplated by this Agreement, Seller 
and CSI, jointly and severally, represent and warrant to Purchaser as follows:

4.1   Corporate Authorization.  Seller and CSI have full corporate 
power and authority to enter into this Agreement and to sell the Assets 
and the Product Line in accordance with the terms of this Agreement.  
The execution, delivery and performance of this Agreement by Seller and 
CSI, and all other agreements or instruments to be executed by Seller 
or CSI pursuant to this Agreement, have been duly and effectively 
authorized by their boards of directors and, in the case of Seller, its 
sole shareholder, and no other corporate proceedings on their part are 
necessary to authorize this Agreement or the transactions contemplated 
by this Agreement.  This Agreement constitutes, and such other 
agreements or instruments will constitute, the legal, valid and binding 
obligations of Seller and CSI, enforceable in accordance with their 
respective terms, except as enforcement may be limited by bankruptcy, 
insolvency, or other similar laws affecting the enforcement of creditors' 
rights in general, moratorium laws or by general principles of equity.

4.2   No Liens or Encumbrances.   Seller has, and on the Closing Date 
will transfer and convey to Purchaser, good, marketable and insurable 
title to the Assets, and, except as set forth in this Agreement  and 
the Schedules hereto,  the Assets shall be free and clear of all 
mortgages, liens, claims, charges, encumbrances, leases, security 
interests, pledges, and title retention agreements of any kind or 
nature (collectively, "Encumbrances")

4.3   Schedules.  Each of the following schedules, which have been 
furnished to Purchaser by Seller and which are incorporated into this 
Agreement by reference, is complete and the information contained in 
the schedules is correct in all material respects as of the date of 
this Agreement:

Schedule 4.3(i)  This Schedule contains a description of each lease 
of real property of Seller with respect to the Product Line.

Schedule 4.3(ii)  This Schedule lists the following executory 
agreements, whether oral or written, to which Seller is a party, 
that relate to the Product Line:


(1) Each contract with any dealer, distributor, broker, agent 
or sales representative;
(2) Each contract, agreement, or commitment for delivery by 
Seller of its products or services for more than $___________ or 
over a period of more than thirty (30) days from the date of 
this Agreement.

Schedule 4.3(iii):  This Schedule lists all Intangible Property 
Rights owned by Seller and used or useful in the manufacture and 
distribution of the Product Line.

Schedule 4.3(iv):  This Schedule lists all permits, licenses and 
other approvals (including Food and Drug Administration approvals) 
and authorizations including, without limitation, those required 
under the Environmental Laws, issued to the Seller related to the 
Product Line, and sets forth the title, issuing agency and 
expiration date thereof.

Schedule 4.3(v):  This Schedule lists all contracts, agreements, 
leases, documents, permits, and licenses relating to the Product 
Line required to be listed on any of the Schedules described in 
this Section 4.3 (including governmental and regulatory bodies and 
agencies) requiring the consent or approval of a third party to 
Seller's sale or assignment and Purchaser's assumption of such 
contracts, agreements, leases, documents, permits and licenses on 
the Closing Date.

Schedule 4.3(vi):  This Schedule lists all personal property owned 
by any third party (whether a customer, supplier or other person) 
relating to the operation of the business of the Product Line for 
which the Seller is responsible.

Schedule 4.3(vii):  This Schedule lists all inventory relating to 
the Product Line which will include cost, location and item.

Schedule 4.3(viii):This Schedule lists all trade accounts 
receivable relating to the Product Line which will include customer 
name, invoice number, and amount due.

Schedule 4.3(ix):  This Schedule will list all accounts payable and 
accrued expenses relating to the Product Line which will include 
vendor name, invoice number and amount due.

Schedule 4.3(x):  This Schedule will list all equipment relating to 
the Product Line which will include a brief description, cost and 
location.

4.4   Seller as an Investor in the Purchaser's Securities   Seller 
acknowledges that in accepting Purchaser's common stock as payment for 
the Assets, Seller becomes an investor in the common stock of the 
Purchaser, and in that capacity Seller represents and warrants to and 
with Purchaser as follows:

4.4.1   High Degree of Risk   Seller acknowledges that investment 
in Purchaser's stock is speculative and involves a high degree of 
risk and the possible loss of its entire investment.

4.4.2   Review of Available Financial Information   Seller is 
familiar with the operations of the Purchaser, has evaluated the 
merits and risks of this transaction, has made its independent 
judgment as to the value of the securities to be issued in exchange 
for the Assets purchased by reviewing the financial and other 
information regarding the Purchaser that is publicly available and 
on file with the Securities and Exchange Commission (Forms 10-KSB, 
10-QSB, 8-K and Preliminary Proxy Statements).  Seller has had the 
opportunity to request additional information and to ask questions 
and receive answers concerning the business operations of Purchaser, and 
is satisfied with the results of it investigation of the Purchaser.  

4.4.3   Acquired Shares for Investment   Seller is acquiring the 
Purchaser's shares in good faith for the purpose of investment in 
the Purchaser and not for the purpose of distributing or publicly 
selling the shares to others, reselling, assigning, pledging or 
hypothecating the shares, or dividing its participation in 
ownership of the shares with others, except that Seller may 
transfer the shares to its parent company, Cardiac Science, Inc. 

4.4.4.  Unregistered Shares.   Seller understands and acknowledges 
that it has been advised by the Purchaser that shares of the common 
stock of Purchaser will not have been registered under the Act, on 
the basis that (i) this transaction is exempt under the Act and the 
shares shall have the status of securities acquired under Section 
4(2) of the Act, as not involving any public offering, and (ii) in 
the view of the Securities and Exchange Commission (the "SEC"), the 
statutory basis for the exemption would not be present , if, 
notwithstanding the forgoing, the Seller has a present intention to 
dispose of such shares or any portion thereof.  Seller acknowledges 
that the Purchaser is relying on the statutory exemption from the 
registration requirements under the Minnesota Securities Act, 
basing its reliance in part on the Seller's representations set 
forth in this agreement.

4.4.5. [Intentionally Omitted]
	
4.4.6.  No Assurance of Liquidity   Seller recognizes that the 
Purchaser may not comply in the future with the requirements which 
would permit it to sell the shares of Purchaser pursuant to Rule 
144.  As such, Seller agrees that such shares may have to be held 
for an indeterminate period of time.  Seller understands that the 
certificates representing the shares shall be stamped with a legend 
in substantially the following form:

"The shares of common stock represented by this certificate 
have not been registered under the Securities Act of 1933 or 
under applicable state securities laws and may not be sold, 
transferred, or pledged in the absence of such registration, 
unless pursuant to an exemption from the registration 
requirements of the Securities Act of 1933 and applicable 
state securities laws.  The Company reserves the right to 
require on opinion of counsel satisfactory to it before 
effecting any transfer of the shares."

Purchaser's shares cannot be expected to be readily liquidated, if 
at all.  Seller is aware that there is currently a very limited 
public market for the shares of Purchaser and that there is no 
assurance that a more liquid market will develop.

4.4.7  Forward Looking Statements Not Indicative   Seller 
acknowledges that the available  financial statements and forecasts 
cannot be relied upon as an indication of future results.  Future 
operations of Purchaser will be dependent, in part, on the market 
acceptance of its products, "Health Care Reform" legislation, 
health insurance reimbursement policies, the status of the economy 
and its effect on the market for diagnostic health care products, 
competition, changes in demographic characteristics of the market 
or shifts in emphasis regarding health care, and on management's 
ability to control operating expenses.  Many of these factors 
cannot be controlled by Purchaser.  No representation had been made 
that actual results of operations will conform to historical 
results or forecasted results.
    
4.5   Lawsuits; Proceedings; Etc.   Seller is not engaged in any legal 
action or other proceedings before any court or administrative agency.  
Seller is not a party to any action or proceeding, nor has Seller been 
threatened with any such action or proceeding, nor, to the Knowledge 
of Seller, does there exist any basis therefor, which will or could 
have a material adverse effect on the condition, financial or 
otherwise, of the Assets or the Product Line. No order, writ, 
injunction or decree has been issued by, or requested of, any court or 
governmental agency which does or may result in any material adverse 
change in the Assets or in the selling or servicing of the Product Line.

4.6   Assets.   All of the tangible Assets, whether or not reflected 
on the Balance Sheet, are being acquired by Purchaser on an "as-is, 
where is"  basis. Except as otherwise set forth in this Agreement, 
SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY 
SUCH ASSETS ACQUIRED BY PURCHASER HEREUNDER, INCLUDING, BUT NOT 
LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE.  The Assets constitute all of the operating assets and 
properties that have been used by Seller in the manufacturing and 
distribution of the Product Line and comprise all those properties, 
assets and rights of Seller necessary to operate the Product Line 
under the name Diagnostic Monitoring in the ordinary course of business.

4.7 Inventory:   All inventories reflected on Schedule 4.3 (vii) are 
stated at the lower of cost or market value determined using the 
first-in, first-out ("FIFO") method of accounting.  All inventories 
reflected on such Schedule shall be stated at the lower of cost or 
market determined using the FIFO method of accounting.  All 
inventories reflected on such Schedule are used in the manufacture and 
distribution of the Product Line, regularly offered from current price 
lists.  All inventories are being acquired by Purchaser on an "as-is, 
where is" basis.  Except as otherwise set forth in this Agreement, 
SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY 
INVENTORIES, WORK IN PROGRESS OR RAW MATERIALS ACQUIRED BY PURCHASER 
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.8  Compliance with Laws; Permits.   Seller has complied in all 
material respects with all applicable statutes, regulations, orders, 
ordinances and other laws of the United States of America, all state, 
local and foreign governments and other governmental bodies and 
authorities, and agencies of any of the foregoing to which they are 
subject in connection with the operation of the Product Line under the 
name Diagnostic Monitoring.  Seller has not received any notice to the 
effect that, or otherwise been advised that, Seller is not in 
compliance with any of such statutes, regulations and orders, 
ordinances, other laws or undertakings as they might relate to any 
manner whatsoever to the Product Line.

4.9   Intangible Properties.   The Intangible Property Rights listed 
on Schedule 4.3 (iii) to this Agreement are all those used by or 
useful to the Product Line and are valid and in full force and effect.  
All patents, copyrights and trademarks have been duly registered or 
filed in the United States Patent and Trademark Office, and such 
registrations have been properly maintained and renewed in accordance 
with all applicable laws, rules and regulations.

Seller has good and marketable title to and owns or exclusively holds 
all rights to use, free and clear of all liens, claims, restrictions, 
and infringements, the Intangible Property Rights.  The Intangible 
Property Rights are valid, subsisting, enforceable and in full force 
and effect.  There is no infringement or other adverse claim pending 
against any of the Intangible Property Rights.  In connection with the 
operation of the Business, Seller is not obligated or under any 
liability whatsoever to make any payments by way of royalties, fees or 
otherwise with respect to third-party patents, trademarks, copyrights  
or other intellectual property in connection with the conduct of the Business.

4.10   Changes in Customers or Suppliers.   Seller has not received 
any notice that any major customer or supplier of the Product Line 
intends to terminate, limit or reduce its business relations with 
Seller either currently or following the consummation of the 
transactions contemplated by this Agreement.  No customer or supplier 
which was material to the Product Line in the past twelve month period 
has terminated, materially reduced or, to the knowledge of Seller, 
threatened to terminate or materially reduce its purchases from or 
provision of products or services to the Product Line.

4.11  Brokers or Finders.   No person, firm or corporation has or will 
have, as a result of any act or omission of the Seller, any right, 
interest or valid claim against Purchaser for any commission, fee or 
other compensation as a finder or broker in connection with the 
transactions contemplated by this Agreement.

4.12   Accounts and Notes Receivable.  The accounts receivable of 
Seller that are part of the Assets being transferred hereby (i) have 
and shall have arisen only from bona fide transactions in the ordinary 
course of business, and (ii) represent and will represent valid and 
binding obligations of the account debtors, not subject to defense or 
offset to which such receivables relate.

4.13  Environmental Matters.     Schedule 4.13 to this Agreement 
contains a complete list of all permits, consents, licenses and 
authorizations related to the Product Line obtained by Seller under 
the Environmental Laws.  The Seller is in compliance with all terms 
and conditions of the permits, consents, licenses, approvals, and 
authorizations listed on Schedule 4.13 to this Agreement.

There is no civil, criminal, or administrative action, suit, demand, 
claim, hearing, notice or demand letter, notice of violation, 
investigation, or proceeding pending or, to the Knowledge of Seller, 
threatened against Seller, the Assets, or the operations and 
properties currently or previously owned, leased, or used with respect 
to the Product Line relating in any way to the Environmental Laws.

With respect to the Product Line, and any currently or previously 
owned, leased, or used properties or operations, there are no past or 
present events, conditions, circumstances, activities, practices, 
incidents, actions, or plans that interfere with or prevent compliance 
or continued compliance with the Environmental Laws or which may give 
rise to any liability (whether statutory or common law) or otherwise 
form the basis of any claim, action, demand, suit, proceeding, 
hearing, notice of violation, study, or investigation arising under 
any Environmental Law or otherwise based on or related to the 
generation, manufacture, processing, distribution, use, treatment, 
storage, disposal, transport, or handling, or the release into the 
workplace, the community, or the environment of any contaminant.

No environmental lien has attached to any Asset.

4.14   No Other Agreements to Sell the Assets or the Product Line.   
Seller has no legal obligation, absolute or contingent, to any other 
person or firm to sell the Assets or the Product Line (other than 
sales of inventory in the ordinary course of business).
4.15   Disclosure.   Seller has not withheld from Purchaser any 
material facts relating to the Assets, or the operations of the 
Product Line.  No representation or warranty of Seller in this 
Agreement contains any untrue statement of material fact required to 
be stated herein to make the statement not misleading.

4.16   No Breaches; etc.  Neither Seller nor CSI is in violation of, 
and the execution, delivery and performance of this Agreement or the 
other agreements contemplated by this Agreement and the consummation 
of the transactions contemplated by this Agreement does not and will 
not result in any breach or acceleration of, any of the terms or 
conditions of their articles of incorporation or by-laws, or of any 
mortgage, bond, indenture, contract, agreement, license or other 
instrument or obligation to which Seller or CSI is a party or by which 
the Assets are bound.  The execution, delivery and performance of this 
Agreement or the other agreements contemplated by this Agreement will 
not result in the violation of any statute, regulation, judgment, 
writ, injunction or decree of any court, nor require the consent, 
approval, permission or other authorization of any court, arbitrator 
or governmental, administrative or self-regulatory authority or any 
other third party.

4.17  Representations and Warranties. The representations and 
warranties of Seller have been made with the Knowledge and expectation 
that Purchaser is relying on them, and such representations and 
warranties shall survive the Closing Date in accordance with Section 9.1.      


5.0   Representations and Warranties of Purchaser


As a material inducement to Seller to enter into this Agreement and 
with the understanding that Seller will be relying thereon in 
consummating the transactions contemplated by this Agreement, 
Purchaser represents and warrants to Seller as follows:

5.1 Organization and Standing.   Purchaser is a corporation duly 
organized, validly existing and in good standing under the laws of the 
State of Minnesota, and has all requisite corporate power and capital 
assets to carry on its business as it is now being conducted.

5.2   Corporate Authorization.  Purchaser has the full corporate power 
and authority to enter into this Agreement and purchase the Assets and 
Product Line in accordance with the terms of this Agreement.  The 
execution, delivery and performance of this Agreement by Purchaser 
pursuant to this Agreement have been duly and effectively authorized 
by the board of directors of Purchaser and no other corporate 
proceedings on the part of Purchaser are necessary to authorize this 
Agreement or the transactions contemplated by this Agreement.  This 
Agreement constitutes, and such other agreements and instruments will 
constitute, the legal, valid and binding obligations of Purchaser 
which are, or will be, enforceable against Purchaser in accordance 
with their respective terms, except as enforcement may be limited by 
bankruptcy, insolvency, or other similar laws affecting the 
enforcement of creditors rights in general, moratorium laws or by 
general principles of equity.

5.3   Fully Paid and Validly Issued Shares.    Purchaser's shares, 
when issued and delivered to Seller, shall be deemed to be, and shall 
be, fully paid and validly issued shares of stock of Purchaser and 
Seller shall not be liable to any further call or assessment thereon, 
and any holder of said shares of stock shall not be liable for any 
further payment in respect thereto.

5.4     Reliable Financial Information.  The audited fiscal year 
financial statements and the unaudited quarterly and pro forma 
combined financial statements filed by the Purchaser with the SEC in 
Forms 8-K, 10-KSB, 10-QSB and the Preliminary Proxy Statement, were 
prepared in accordance with GAAP and fairly present Purchaser's 
financial position and results of operations for the covered periods.

5.5  Capitalization.  The current capitalization of Purchaser, and the 
pro forma capitalization of Purchaser giving effect to the 
contemplated reverse stock-split, is set forth in Schedule 5.5 hereto.  
Such capitalization shall include the authorized and issued and 
outstanding shares of common and preferred stock of Purchaser, the 
terms of the preferred stock and the options, warrants, and 
convertible securities (and the like) of Purchaser, including the 
terms thereof.

5.6   No Breaches; etc.   Purchaser is not in violation of, and the 
execution, delivery, and performance of this Agreement or the other 
agreements contemplated by this Agreement and the consummation of the 
transactions contemplated by this Agreement do not and will not result 
in any breach or acceleration of, any of the terms or conditions of 
its articles of incorporation or by-laws, or of any mortgage, bond, 
indenture, contract, agreement, license or other instrument or 
obligation to which Purchaser is a party. The execution, delivery and 
performance of this Agreement or the other agreements contemplated by 
this Agreement will not result in the material violation of any 
statute, regulation, judgment, writ, injunction or decree of any 
court, threatened or entered in a proceeding or action in which 
Purchaser is, was or may be bound.

5.7   No Brokers or Finders.  No person, firm or corporation has or 
will have, as a result of any act or omission of Purchaser, any right, 
interest or valid claim against Seller for any commission, fee or 
other compensation as a finder or broker in connection with the 
transactions contemplated by this Agreement.

5.8   Disclosure.   No representation or warranty of Purchaser in this 
Agreement contains any untrue statement of material fact required to 
be stated herein to make the statement not misleading.  The Forms 10-
KSB, 10-QSB and 8-K, and the Preliminary Proxy Statement of Purchaser 
do not contain any untrue statement of material fact, or omit to state 
any material fact required to be stated therein.

5.9   Representations and Warranties. The representations and 
warranties of Purchaser have been made with the Knowledge and 
expectation that Seller is relying on them, and such representations 
and warranties shall survive the Closing Date in accordance with Section 9.1.
         		

6.0   Post-Closing Agreement.

Seller and CSI hereby covenant and agree with Purchaser as follows:

6.1   Non-Competition.   In consideration of the benefits to Seller 
and CSI hereunder and in order to induce Purchaser to enter into this 
Agreement, Seller and CSI hereby covenant and agree that for a period 
of two (2) years after the Closing Date, Seller and CSI shall not, and 
Seller and CSI shall cause each corporation or other entity, 
controlling, controlled by or under common control with, Seller or CSI 
to not, directly or indirectly, anywhere in the world where the 
Product Line is currently produced, marketed, sold or used, as a 
proprietor, partner, stockholder, director, officer, employee, joint 
venturer, investor, lender, guarantor or in any other capacity own, 
engage in, conduct, manage, operate or control, or participate in, be 
associated with or be connected  in any manner whatsoever in the 
ownership, management, operation or control of, any business which, 
directly or indirectly, is competitive with the Product Line, except 
that this non-competition obligation shall not apply as follows:


(i) Ownership by Seller or any of its affiliates, in the 
aggregate, of less than five (5%) percent of the outstanding 
shares of capital stock of any corporation with one (1) or 
more classes of its capital stock listed on a national 
securities exchange or publicly traded in the over-the-
counter market shall not constitute a violation of this Section  6.1; and

(i) The provisions of this Section 6.1 shall not preclude 
Seller or any of its affiliates from acquiring control of an 
entity which has a portion of its business which competes 
with the Business (the "Competing Business"), provided the 
Competing Business does not represent more than five (5%) 
percent of the total business conducted by such entity.


(a) Seller and CSI hereby covenant and agree that for a period of 
two (2) years after the Closing Date, Seller and CSI shall not, and 
Seller and CSI shall cause each person, corporation or other entity 
related to, controlling or controlled by, directly or indirectly, 
Seller or CSI to not, without the prior written consent of 
Purchaser, (A) solicit or employ any employee of Purchaser (i.e.: 
Victor Bravo) at any time on or after the date hereof to become an 
officer, director, employee, agent, consultant or otherwise 
affiliated with Seller or CSI, or any entity in which Seller or CSI 
owns an equity or debt interest or has the power to direct 
management or (B) solicit at any time on or after the date hereof 
any employee of Purchaser (i.e.: Victor Bravo) to terminate his or 
her relationship with the Purchaser.

(a) Seller and CSI will not at any time from and after the Closing 
Date divulge, furnish to or make accessible to anyone any knowledge 
or information with respect to confidential or secret processes, 
inventions, discoveries, improvements, formulae, plans, material, 
devices or ideas or know-how, whether patentable or not, with 
respect to any confidential or secret aspects of the Product Line 
(including, without limitation, customer lists, supplier lists and 
pricing arrangements with customers or suppliers) (collectively, 
"Confidential Information").  Any portion of such information and 
only such portion, which (i) at or prior to the time of disclosure 
was generally available to the public through no breach of this 
covenant, (ii) was available to the public on a non-confidential 
basis prior to its disclosure, or (iii) is required to be disclosed 
by law or by order of a court of competent jurisdiction, shall not 
be deemed Confidential Information for purposes of this Agreement, 
and the undertakings in this covenant with respect to Confidential 
Information shall not apply thereto.


(a) Seller and CSI hereby covenant and agree that, for a period of 
two (2) years after the Closing Date, Seller and CSI shall not, and 
Seller and CSI shall cause each person, corporation or other entity 
related to, controlling or controlled by, directly or indirectly, 
Seller or CSI to not solicit or attempt to solicit any of the 
current customers, clients or accounts with respect to the Product 
Line and such other customers, clients or accounts to whom Seller, 
directly or indirectly, sold goods or services in the Product Line 
during the 24 month period immediately preceding the Closing Date, 
with the intent or purpose to perform for such customer, client or 
account the same or similar services or to sell to such customer, 
client or account the same or similar goods or services which was 
performed for or sold to such customer, client or account.

(a) In the event a court of competent jurisdiction deems any provision in 
this Section 6.1 to be unreasonable, unenforceable or invalid, then such 
provision (s) shall be interpreted as broadly as may be considered 
reasonable by such court and this Section 6.1 shall be deemed amended to 
the maximum scope of business, duration or geographic scope as such court 
determines to be reasonable and , as so amended, shall be enforced.

The parties acknowledge and agree that the breach of the provisions of 
this Section 6.1 could not be adequately compensated with monetary 
damages and would irreparably injure Purchaser, and, accordingly, that 
injunctive relief and specific performance shall be appropriate 
remedies to enforce the provisions of this Section, and the parties 
waive (a) any claim or defense that there is an adequate remedy at law 
for such breach, and (b) the necessity of posting a bond or similar 
security;  provided, however, that nothing contained herein shall 
limit the remedies, legal, or equitable, otherwise available to 
Purchaser, and all remedies of the parties herein are in addition to 
any remedies available to the parties at law or otherwise.

6.2 Access to Books and Records. 


(a) Seller shall afford to Purchaser and Purchaser's auditing staff, 
accountants and other authorized representatives, upon reasonable 
notice, full access to the books and records of the Product Line 
not acquired by Purchaser hereunder pertaining to the Product Line 
operations prior to the Closing Date for a period of three (3) 
years following the Closing Date in connection with tax and 
accounting matters and other reasonable business purposes.  
Purchaser shall reimburse Seller for all out-of-pocket costs 
incurred in complying with this Section 6.2 other than with respect 
to the storage of records.

For a period of three (3) years after the Closing Date, Purchaser 
shall allow Seller, its affiliates and their auditing staffs, 
accountants and other authorized representatives, at Seller's expense, 
and during normal business hours upon reasonable notice to Purchaser, 
to inspect and copy any records of the Product Line with respect to 
periods prior to the Closing Date for  the purposes of  (a) preparing 
and /or defending tax returns for any period prior to the Closing 
Date, (b) obtaining information relating to  claims arising from the 
conduct of the business of the Product Line prior to the Closing Date, 
or (c) for such other purposes as Seller may reasonably request.  
During such three (3) year period, Purchaser shall make the records 
available to Seller and shall not destroy or discard such financial 
records without giving Seller thirty (30) days prior written notice of 
its intentions and giving Seller the right, at its expense, to remove 
from Purchaser's premises any such financial records.  Seller shall 
reimburse Purchaser for all out-of-pocket costs incurred in complying 
with this Section 6.2, other than with respect to the storage of records. 

6.3   Collection of Receivables.  After the Closing Date, all cash, 
checks or other proceeds received by Seller or CSI or their banks that 
relate to the accounts receivable of Seller purchased by Purchaser 
shall be paid to Purchaser within five (5) days after receipt by 
Seller or CSI, which payments shall be accompanied by a statement 
identifying the payee, the amount of the payment and the related 
invoice number. Seller agrees to endorse and Purchaser shall have the 
right to endorse the name of Seller on any such checks or proceeds 
(whether received directly by Purchaser or received from Seller or its 
banks) and shall deposit such checks and other proceeds in bank 
accounts maintained in Purchaser's name.  From and after the Closing 
Date, Seller shall cooperate with, and provide reasonable assistance 
to, Purchaser in collecting such  accounts.

7.0   [Intentionally Omitted]

7.1	[Intentionally Omitted]
  

8.0   Closing

8.1   Time and Place.  The Closing shall take place at 5:00 o'clock 
p.m. on December 31, 1998 by facsimile transmission (and overnight 
mailing) of the signature pages to this Agreement and all ancillary 
agreements.  As soon as practicable following the Closing, Seller 
shall cause to be delivered to Purchaser and its counsel an original 
set of the closing documents. 

8.2   Deliveries At the Closing:

(a)   Seller shall execute and deliver to Purchaser such bills of 
sale, assignments and other good and sufficient instruments of 
conveyance and transfer, in form and substance reasonably 
satisfactory to Purchaser, as are effective to transfer the Assets.

(b)   Purchaser shall execute and deliver to Seller such documents 
of assumption, in form and substance reasonably satisfactory to 
Seller, as are effective to assume the Assumed Liabilities.

(c)   Purchaser shall issue to Seller, in accordance with Section 
3.0 of this Agreement, shares of fully paid, non assessable Common 
Stock of Purchaser.


(d)   The parties shall each deliver to the other such other 
documentation, such as Board of Director and Shareholder 
resolutions, as the other party shall reasonably request.



9.0	Survival of Representations and Warranties; Identification

9.1	Survival of Representations, Warranties, etc.  All representations and 
warranties of the parties made in this Agreement or as provided in 
this Agreement shall survive the Closing Date for a period of two (2) 
years thereafter notwithstanding any investigation at any time made by 
or on behalf of the other party ("Survival Period").  All 
representations and warranties related to any specific claim asserted 
in writing prior to the expiration of the Survival Period shall 
survive until such claim shall be resolved and payment in respect 
thereof, if any is owing, shall be made.

9.2	Indemnification.


(a) Seller and CSI, jointly and severally, will fully indemnify and hold 
harmless Purchaser, its officers, directors, employees and affiliates 
against and in respect of any and all liabilities, losses,  damages, 
deficiencies, costs, or expenses (including, without limitation, the 
reasonable fees and expenses of investigation and counsel) 
(collectively, "Losses") resulting from:


(i) any misrepresentation or breach of any representation, warranty, 
covenant or agreement by Seller made in this Agreement;

(i) any claims, proceedings, actions or investigations made or brought 
by third parties based on or arising from acts, omissions or states 
of fact relating to Seller, the Assets or the Product Line and 
occurring or in existence prior to the Closing Date, except to the 
extent they constitute an Assumed Liability;

(i) the failure of Seller to timely pay any taxes relating to or 
resulting from the operation of the Product Line for any and all 
periods through and including the Closing Date (except where an 
Assumed Liability); or 

(i) the noncompliance with any Bulk Sales Law.

(b)	Purchaser will fully indemnify and hold harmless the Seller, its 
officers, directors, shareholders, employees and affiliates against 
and in respect of any and all Losses resulting from:


(i) any misrepresentation or breach of any representation, warranty, 
covenant or agreement by Purchaser made in this Agreement 
(including, without limitation, the certificates delivered under 
this Agreement) or as provided in this Agreement;

(i) the failure by Purchaser to pay, perform or discharge when due any 
Assumed Liability; or

(i) any claims, proceedings, actions or investigations made or brought 
by third parties based on or arising from acts, omissions or states 
of fact relating to Purchaser, the Assets or the Product Line and 
occurring after the Closing Date.

(c)	Any indemnification claim of a party must be asserted prior to the 
expiration of the Survival Period.  Following the expiration of the 
Survival Period, a party may not assert any claims for 
indemnification under this Section 9.2.
(d)	Each parties' responsibility shall not apply to the first $1,000 of 
Losses, and is subject to a maximum responsibility of $500,000.

9.3	Procedure for Indemnification.  Any person entitled to indemnification 
under this Agreement shall (i) give prompt notice to the indemnifying 
party of any third party claim with respect to which it seeks 
indemnification and (ii) permit such indemnifying party to assume the 
defense of such claim with counsel reasonably satisfactory to the 
indemnified party;  provided, that any person entitled to indemnification 
under this Agreement shall have the right to employ separate counsel and 
to participate in the defense of such claim, but the fees and expenses of 
such counsel shall be at the expense of such person.

10.0	Miscellaneous.

10.1	Binding Effect. This Agreement shall be binding upon and inure to the 
benefit of and be enforceable against the parties and their 
respective successors and permitted assigns.  Nothing in this 
Agreement, express or implied, is intended to, or shall confer on, 
any person other than any of the parties hereto any rights, benefits 
or remedies of any nature whatsoever under or by reason of this Agreement.

10.2	Governing Law.  This Agreement shall in all respects be governed by, 
and enforced and interpreted in accordance with the laws of the State 
of Minnesota without giving effect to choice of law principles. 

10.3	Notices.   All notices, consents, requests, demands, instructions or 
other communications provided for in this Agreement shall be in 
writing and shall be deemed validly given, made and served when 
delivered personally, or sent by certified or registered mail, 
postage prepaid, overnight courier or by telephone facsimile, pending 
the designation of another address, addressed as follows:



        If to Seller:                    Cardiac Science Inc.
				                                     1176 Main Street Bldg. "C"
				                                     Irvine, Ca 92614
				                                     Attn:  Mr. Raymond Cohen
				                                     Fax No. (949) 951-7315

	With a copy to:		Breslow & Walker
              				767 Third Avenue
				              New York, New York 10017
				              Attn:  Mr. Howard Breslow
				              Fax No. (212) 888-4955


                  If to Purchaser:		
		                                        Biosensor Corporation
				                                      6 Woodcross Drive
				                                      Columbia, SC 29212
				                                      Attn:  Ronald G. Moyer
				                                      Fax No. (803) 407-1967


With a copy to:		
     				Blanco, Tackabery, Combs & Matamoros
				     P.O. Drawer 25000
				     Winston-Salem, NC 27114-5000
				     Attn:  Brian L. Herndon
				     Fax No. (910) 761-1530

10.4	Entire Agreement and Counterparts.   This Agreement and  the attached 
Exhibits and Schedules evidence the entire agreement among the Seller 
and Purchaser relating to the purchase and sale of the Assets and the 
Product Line and supersede in all respects any and all prior oral or 
written agreements or understandings.  This Agreement shall be 
amended or modified only by written instrument signed by Seller and 
Purchaser.  This Agreement may be executed in counterparts.

10.5	Headings.   Section and article headings used in this Agreement have 
no legal significance and are used solely for convenience of reference.

10.6	Expenses.   Each party shall pay for its own legal, accounting and 
other similar expenses incurred in connection with the transactions 
contemplated by this Agreement, whether or not such transactions are 
consummated.

10.7	Bulk Sales Laws.   Purchaser and Seller waive compliance with the 
provisions of any bulk sales laws, including Article 6 of the Uniform 
Commercial Code as it may be in effect in any applicable jurisdiction 
("Bulk Sales Laws").

10.8	Taxes.   Any sales, use or excise taxes payable in connection with 
these transactions shall be shared equally by Seller and Purchaser.  
Each party agrees to execute all of the documents and to take such 
other action or corporate proceedings as may be necessary or 
desirable to structure the transaction which is the subject of this 
Agreement as an "exempt occasional sale" under applicable tax law, to 
obtain the relevant tax exemption certificates and to provide copies 
of such certificates to the other parties hereto.

10.9	Severability.   Each and every provision of this Agreement shall be 
deemed valid, legal and enforceable in all jurisdictions to the 
fullest extent possible.  Any provision of this Agreement that is 
determined to be invalid, illegal or enforceable in any jurisdiction 
shall, as to that jurisdiction, be adjusted and reformed rather than 
voided, if possible, in order to achieve the intent of the parties.  
Any provision of this Agreement that is determined to be invalid, 
illegal or unenforceable in any jurisdiction which cannot be adjusted 
and reformed shall for the purposes of that jurisdiction, be voided.  
Any adjustment, reformation or voidance of any provision of this 
Agreement shall only be effective in the jurisdiction requiring such 
adjustment or voidance, without affecting in any way the remaining 
provisions of this Agreement in such jurisdiction or adjusting, 
reforming, voiding or rendering that provision or any other provision 
of this Agreement invalid, illegal or unenforceable in any other jurisdiction. 

10.10	Interpretive Provision.   Whenever used in this Agreement "to the 
Knowledge of" or similar language shall mean the actual knowledge, 
after reasonable inquiry, of any person who, on the date hereof is an 
officer of Seller.

                      IN WITNESS WHEREOF, each of the parties hereto have 
executed this Agreement as of the date set forth in the first paragraph.


						INNOVATIVE PHYSICIAN SERVICES, INC.
						d/b/a Diagnostic Monitoring

						By:	
						Name:	
						Title:	
						Date:	


						CARDIAC SCIENCE, INC.


						By:	
						Name:	
						Title:	

						Date:	


						BIOSENSOR CORPORATION

						By:	
						Name:	
						Title:	
						Date:	







Exhibit A              Condensed Balance Sheet



Accounts Receivable			$119,043

Inventory				$  95,680

Equipment				$    9,850

Accounts Payable			$109,226

Net Book Value			$115,347