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<SEC-DOCUMENT>0000891836-04-000209.txt : 20040524
<SEC-HEADER>0000891836-04-000209.hdr.sgml : 20040524
<ACCEPTANCE-DATETIME>20040524150412
ACCESSION NUMBER:		0000891836-04-000209
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040524
GROUP MEMBERS:		PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
GROUP MEMBERS:		PHILIPS HOLDING USA INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			QUINTON CARDIOLOGY SYSTEMS INC
		CENTRAL INDEX KEY:			0001166409
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				943300396
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78261
		FILM NUMBER:		04826729

	BUSINESS ADDRESS:	
		STREET 1:		3303 MONTE VILLA PKWY
		CITY:			BOTHELL
		STATE:			WA
		ZIP:			98021
		BUSINESS PHONE:		4254022000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	QUINTON HOLDING CORP
		DATE OF NAME CHANGE:	20020201

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC
		BUSINESS PHONE:		31 20 59 77777

	MAIL ADDRESS:	
		STREET 1:		BREITNER CENTER
		STREET 2:		AMSTELPLEIN 2
		CITY:			AMSTERDAM
		STATE:			P7
		ZIP:			1096 BC

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS NV
		DATE OF NAME CHANGE:	19910903
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc0099.txt
<DESCRIPTION>AMENDMENT NO. 4 TO SCHEDULE 13D
<TEXT>
                                                    Filing Date:  May 24, 2004


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              -----------------------------------------------------

                                 SCHEDULE 13D/A
                               (Amendment No. 4)*

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
                   RULE 13d-1(a) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(a)

                        Quinton Cardiology Systems, Inc.
                                (Name of Issuer)

                  Common Stock, with $0.001 par value per share
                         (Title of Class of Securities)

                                   748773 10 8
                                 (CUSIP Number)

                                 Sijze W. Plokker
                             Senior Vice President
                  Philips Electronics North America Corporation
                           1251 Avenue of the Americas
                            New York, New York 10020
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  May 19, 2004
                              --------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

         PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
         FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
         VALID OMB CONTROL NUMBER.

SEC 1746 (03-00)



<PAGE>


- ------------------------------
CUSIP NO. 748773 10 8                  SCHEDULE 13D/A
- ------------------------------

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons
     Koninklijke Philips Electronics N.V.
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [ ]
                                                                         (b) [x]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS*
          WC
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d) OR 2(e)                                                      [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
- --------------------------------------------------------------------------------
                            7. SOLE VOTING POWER
NUMBER OF                          1,394,024
SHARES                      ----------------------------------------------------
BENEFICIALLY                8.  SHARED VOTING POWER
OWNED BY EACH                      0
REPORTING                   ----------------------------------------------------
PERSON                      9.  SOLE DISPOSITIVE POWER
WITH                               1,394,024
                            ----------------------------------------------------
                            10. SHARED DISPOSITIVE POWER
                                   0
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON                                                            1,394,024
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*
                                                                             [ ]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    11.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* CO/HC

*    SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
     RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE
     SIGNATURE ATTESTATION.



                                       2
<PAGE>


- ------------------------------
CUSIP NO. 748773 10 8                  SCHEDULE 13D/A
- ------------------------------

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons
     Philips Holding USA Inc.
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [ ]
                                                                         (b) [x]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS*
          AF
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d) OR 2(e)                                                      [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
                            7. SOLE VOTING POWER
NUMBER OF                          1,394,024
SHARES                      ----------------------------------------------------
BENEFICIALLY                8.  SHARED VOTING POWER
OWNED BY EACH                      0
REPORTING                   ----------------------------------------------------
PERSON                      9.  SOLE DISPOSITIVE POWER
WITH                               1,394,024
                            ----------------------------------------------------
                            10. SHARED DISPOSITIVE POWER
                                   0
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON                                                            1,394,024
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*
                                                                             [ ]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    11.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* CO

*    SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
     RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE
     SIGNATURE ATTESTATION.


                                       3
<PAGE>




- ------------------------------
CUSIP NO. 748773 10 8                  SCHEDULE 13D/A
- ------------------------------

- --------------------------------------------------------------------------------
1.   NAME OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons
     Philips Electronics North America Corporation
- --------------------------------------------------------------------------------
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [ ]
                                                                         (b) [x]
- --------------------------------------------------------------------------------
3.   SEC USE ONLY
- --------------------------------------------------------------------------------
4.   SOURCE OF FUNDS*
          AF
- --------------------------------------------------------------------------------
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d) OR 2(e)                                                      [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
                            7. SOLE VOTING POWER
NUMBER OF                          1,394,024
SHARES                      ----------------------------------------------------
BENEFICIALLY                8.  SHARED VOTING POWER
OWNED BY EACH                      0
REPORTING                   ----------------------------------------------------
PERSON                      9.  SOLE DISPOSITIVE POWER
WITH                               1,394,024
                            ----------------------------------------------------
                            10. SHARED DISPOSITIVE POWER
                                   0
- --------------------------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON                                                            1,394,024
- --------------------------------------------------------------------------------
12.  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
     SHARES*
                                                                             [ ]
- --------------------------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    11.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON* CO

*    SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
     RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE
     SIGNATURE ATTESTATION.


                                       4

<PAGE>



         This Amendment No. 4 amends and restates in its entirety the Schedule
13D/A filed by the Reporting Persons (as defined herein) on March 28, 2003.

ITEM 1.  SECURITY AND ISSUER

         The class of equity securities to which this statement relates is the
shares of common stock, with par value of $0.001 per share (the "Shares"), of
Quinton Cardiology Systems, Inc., a Delaware corporation ("Quinton"). According
to a report on Form 8-K filed by Quinton with the Securities and Exchange
Commission on May 21, 2003, Quinton is the successor, by means of a
reincorporation merger, to all of the business, properties, assets and
liabilities of Quinton Cardiology Systems, Inc. (formerly QIC Holding Corp.), a
California corporation ("Quinton California"), which was merged with and into
Quinton. Pursuant to that merger, each outstanding share of common stock, no par
value per share, of Quinton California (the "California Shares") was converted
into one Share. In this statement, the terms "Quinton" and "Shares" may refer,
as context requires, respectively to Quinton California and to the California
Shares.

         The principal executive office of Quinton is located at 3303 Monte
Villa Parkway, Bothell, Washington 98021.

ITEM 2.  IDENTITY AND BACKGROUND

         (a) This statement is being filed by Koninklijke Philips Electronics
N.V. ("KPENV"), Philips Holding USA Inc. ("PHUSA") and Philips Electronics North
America Corporation ("PENAC" and, collectively with KPENV and PHUSA, the
"Reporting Persons"). PENAC is a wholly owned subsidiary of PHUSA, which, in
turn, is a wholly owned subsidiary of KPENV.

         Certain information concerning each director and executive officer of
(i) KPENV is set forth in Schedule I hereto and incorporated herein by
reference, (ii) PHUSA is set forth in Schedule II hereto, and (iii) PENAC is set
forth in Schedule III hereto and is, in each case, incorporated herein by
reference.

         (b) The principal business address of KPENV is Breitner Centre,
Amstelplein 2, 1096 BC Amsterdam, The Netherlands. The principal business
address of PHUSA and PENAC is 1251 Avenue of the Americas, New York, New York
10020.

         (c) The primary business of each of the Reporting Persons is the
manufacture and distribution of electronic and electrical products, systems and
equipment, as well as information technology services.

         (d) None of the Reporting Persons or, to the best knowledge and belief
of the Reporting Persons, any of the individuals listed on Schedule I, II or III
has, during the past five years, been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).

         (e) None of the Reporting Persons or, to the best knowledge and belief
of the Reporting Persons, any of the individuals listed on Schedule I, II or III
has, during the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

         (f) KPENV is a company incorporated under the laws of the Netherlands.
PHUSA and PENAC are Delaware corporations.

         This Item 2 is qualified in its entirety by reference to Schedules I,
II and III, which are incorporated herein by reference.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         Pursuant to the Asset Purchase Agreement (the "APA"), dated as of
November 17, 2000, between Agilent Technologies, Inc., a Delaware corporation
("Agilent"), and KPENV and the Amendment and Supplemental


                                       5
<PAGE>

Agreement (together with the APA, the "Agreement"), dated as of August 1, 2001,
between Agilent and KPENV, on August 1, 2001, PENAC acquired 19 shares of Class
A Common Stock and 2,330,000 shares of Series A Preferred Stock of Quinton for
$4,000,000, the source of which funds was working capital. Each share of Series
A Preferred Stock was convertible into one share of Class A Common Stock at the
option of the holder, subject to certain adjustments.

         In addition, pursuant to the Agreement, PENAC acquired 100% equity
ownership of Zymed, Inc., a California corporation ("Zymed"). The source of the
funds PENAC used to acquire Zymed was working capital.

         Pursuant to Article III(d)(3)(ff) of the Certificate of Amendment of
Articles of Incorporation of Quinton, dated June 2, 1998 (the "Certificate of
Amendment"), the holders of Series A Preferred Stock were entitled to receive
certificates of adjustment regarding certain anti-dilution adjustments upon the
grant of certain shares of Class A Common Stock or certain options to purchase
shares of Class A Common Stock under Quinton's 1998 Equity Incentive Plan. In
place of these certificates of adjustment, PENAC was granted 287,977 additional,
uncertificated shares of Series A Preferred Stock, recorded on the books of
Quinton as of August 1, 2001.

         On April 5, 2002, pursuant to a 2.2-for-1 stock split and a
redesignation of the Class A Common Stock into Shares, the 19 shares of Class A
Common Stock held by PENAC were redesignated into 8 Shares.

         As a result of a 2.2-for-1 stock split and conversion of the Series A
Preferred Stock into Shares at the closing of Quinton's initial public offering
referred to in the Registration Statement on Form S-1, filed on February 22,
2002 (as amended from time to time, the "Registration Statement"), the 2,617,977
shares of Series A Preferred Stock held by PENAC were converted into 1,189,989
Shares.

         As previously reported, Zymed was a non-control member of W.R.
Hambrecht/QIC, LLC, a California limited liability company ("WRH"), which the
Reporting Persons believe was the beneficial owner of approximately 5,056,215
Shares, as to which Shares the Reporting Persons disclaimed beneficial
ownership. In April 2003, the Reporting Persons concluded, on the basis of their
review of certain tax documentation received from WRH on or about March 28,
2003, that WRH had distributed the Shares it owned to its members and that
Zymed, as a non-control member of WRH, had received 225,327 Shares on or about
November 11, 2002 as part of such distribution. Zymed had been merged into PENAC
as of August 31, 2002, so such Shares were acquired by PENAC.

         See Item 5 for a discussion of transactions by the Reporting Persons in
securities of Quinton in the last 60 days.

         None of the persons listed on Schedule I, II or III hereto has
contributed any funds or other consideration towards the purchase of the shares
of Quinton reported in this statement.

ITEM 4.  PURPOSE OF THE TRANSACTION

         Pursuant to a Letter Agreement, dated February 19, 2002 (the "Agilent
Letter Agreement"), by and among PENAC, KPENV and Agilent, which is attached as
Exhibit 1 and is incorporated herein by reference, PENAC is a successor in
interest to Hewlett-Packard Company, a Delaware corporation ("HP"), in an
Investors' Rights Agreement, dated as of May 27, 1998 (the "Investors' Rights
Agreement"), among Quinton, WRH and HP, which is attached as Exhibit 2 and is
incorporated herein by reference.

         The Investors' Rights Agreement imposes certain restrictions on the
transfer of shares held by PENAC, and by any successors in interest to it,
including requiring any transferee to agree to be bound by the transfer
restrictions in the Investors' Rights Agreement and requiring either that an
effective registration statement cover the disposition or that Quinton be
notified of the disposition by the transferor and that the transfer not require
registration.

         PENAC intends to sell to certain underwriters all of the Shares
beneficially owned by the Reporting Persons in connection with the public
offering of securities (the "Offering") described in Amendment No. 2 to
Quinton's Registration Statement on Form S-3 (No. 333-114908), which was filed
on May 20, 2004. In connection with the Offering, PENAC entered into a Power of
Attorney in the form attached as Exhibit 4, which is hereby incorporated herein
by reference (the "Power of Attorney"), and anticipates that its
attorneys-in-fact will execute and deliver on its behalf an Underwriting
Agreement in the form attached as Exhibit 3, which is hereby incorporated herein
by reference (the "Underwriting Agreement").

         Other than as set forth herein, none of the Reporting Persons, or to
the best knowledge and belief of the Reporting Persons, any of the individuals
listed on Schedule I, II or III hereto has plans or proposals which relate to or
would result in any of the events described by Items 4(a) through 4(j) of
Schedule 13D.

                                       6
<PAGE>

         The foregoing discussion is qualified in its entirety by reference to
the Agilent Letter Agreement, the Investors' Rights Agreement, the Power of
Attorney and the Underwriting Agreement.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

         (a) The percentage interest held by each Reporting Person presented
below is based on the number of Shares reported in Quinton's registration
statement on Form S-3 (No. 333-114908), filed on April 27, 2004, and as amended
on May 20, 2004.

         PENAC is the direct beneficial owner of 1,394,024 Shares, representing
approximately 11.4% of the Outstanding Shares.

         PHUSA may be deemed to beneficially own 1,394,024 Shares, representing
approximately 11.4% of the Outstanding Shares.

         KPENV may be deemed to beneficially own 1,394,024 Shares, representing
approximately 11.4% of the Outstanding Shares.

         None of the Reporting Persons or, to the best knowledge and belief of
the Reporting Persons, any of the persons listed on Schedules I, II or III
hereto beneficially owns any Shares other than as set forth herein.

         (b) Each Reporting Person has the power to vote or direct the vote and
dispose or direct the disposition of the Shares beneficially owned by such
Reporting Persons as indicated in pages 2 through 4.

         (c) There have been no transactions in the Common Stock effected by the
Reporting Persons in the last 60 days.

         (d) No other person has the right to receive or the power to direct the
receipt of dividends from or proceeds from the sale of Shares.

         (e) Not applicable.


                                       7
<PAGE>

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

         There are no contracts, arrangements, understandings or relationships
between the Reporting Persons (or their wholly owned subsidiaries), and to the
best knowledge and belief of the Reporting Persons, none of the persons listed
on Schedules I, II or III hereto, and other persons with respect to the Shares
aside from the Investors' Rights Agreement, the Power of Attorney and the
Underwriting Agreement. The Investors' Rights Agreement imposes restrictions on
the transfer of shares held by WRH and PENAC, and by any successors in interest
to them, including requiring any transferee to agree to be bound by Section 2 of
the Investors' Rights Agreement (which section contains the restrictions on
transfer) and requiring either that an effective registration statement cover
the disposition or that Quinton be notified of the disposition by the transferor
and that the transfer not require registration. The Power of Attorney empowers
the attorneys-in-fact specified therein to take certain actions to complete the
Offering on PENAC's behalf. The Underwriting Agreement will provide for the sale
to the underwriters specified therein of the Shares to be sold by PENAC in
connection with the Offering.

         The foregoing discussion is qualified in its entirety by reference to
the Investors' Rights Agreement, the Power of Attorney and the Underwriting
Agreement, which are incorporated herein by reference.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

   Exhibit No.                        Exhibit Description
- ------------------  ------------------------------------------------------------

     1.             Letter Agreement, dated as of February 19, 2002, among
                    PENAC, KPENV and Agilent (incorporated herein by reference
                    to Exhibit 10.2 of the Schedule 13D filed by the Reporting
                    Persons on May 13, 2002).

     2.             Investors' Rights Agreement, dated as of May 27, 1998, among
                    Quinton, WRH and HP (incorporated herein by reference to
                    Exhibit 10.3 of the Schedule 13D filed by the Reporting
                    Persons on May 13, 2002).

     3.             Form of Underwriting Agreement (incorporated by reference to
                    Exhibit 1.1 of the Registration Statement on Form S-3 (File
                    No. 333-114908) filed by Quinton Cardiology Systems, Inc.,
                    as filed with Amendment No. 2 thereto, filed on May 20,
                    2004).

     4.             Form of Power of Attorney.

     5.             Joint Filing Agreement, dated as of May 13, 2002, among the
                    Reporting Persons (incorporated herein by reference to
                    Exhibit 99.1 of the Schedule 13D filed by the Reporting
                    Persons on May 13, 2002).


                                       8
<PAGE>



                                    SIGNATURE

         After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.

Dated:  May 24, 2004

                                       KONINKLIJKE PHILIPS ELECTRONICS N.V.

                                       By: /s/ A. Westerlaken
                                          --------------------------------------
                                          Name:  A. Westerlaken
                                          Title: Secretary to the Board of
                                                   Management of Koninklijke
                                                   Philips Electronics N.V.

                                       PHILIPS HOLDING USA INC.

                                       By: /s/ Wilhelmus C.M. Groenhuysen
                                          --------------------------------------
                                          Name:  Wilhelmus C.M. Groenhuysen
                                          Title: Senior Vice President and CFO


                                       PHILIPS ELECTRONICS NORTH AMERICA
                                       CORPORATION

                                       By: /s/ Wilhelmus C.M. Groenhuysen
                                          --------------------------------------
                                          Name:  Wilhelmus C.M. Groenhuysen
                                          Title: Senior Vice President and CFO



                                       9
<PAGE>


                                   SCHEDULE I

         Name, Business Address, Principal Occupation or Employment and
Citizenship of:

(a) Members Of The Supervisory Board of Koninklijke Philips Electronics N.V.

Unless otherwise indicated, each person listed below is not employed, other than
as a member of the Supervisory Board, and thus no employer, employer's address
or employer's principal business is listed.

Name:                                 L.C. van Wachem
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired. Former Chairman of the Committee
                                      of Managing Directors of the Royal
                                      Dutch/Shell Group.
Citizenship:                          The Netherlands

Name:                                 W. de Kleuver
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired. Former Executive Vice-President
                                      of Koninklijke Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 J.M. Hessels
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired. Former Chief Executive Officer of
                                      Royal Vendex KBB.
Citizenship:                          The Netherlands

Name:                                 Sir Richard Greenbury
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired.  Former Chairman and Chief
                                      Executive Office of Marks & Spencer.
Citizenship:                          United Kingdom

Name:                                 J.M. Thompson
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired. Former Vice Chairman of the Board
                                      of Directors of IBM.
Citizenship:                          Canada

Name:                                 C.J.A. van Lede
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Retired.  Former Chairman of the Board of
                                      Management of Akzo Nobel.
Citizenship:                          The Netherlands


                                       10
<PAGE>

Name:                                 Prof. K.A.L.M. van Miert
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 President of Nyenrode University.
Employer:                             Nyenrode University
Employer's Address:                   Straatweg 25
                                      3621 BG Breukelen
                                      The Netherlands
Employer's Principal Business:        Higher education
Citizenship:                          Belgium

Name:                                 L. Schweitzer
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Chairman and Chief Executive Officer of la
                                      regie nationale des usines Renault.
Employer:                             La regie nationale des usines Renault
Employer's Address:                   34 Quai du Point du Jour
                                      BP 103 92109
                                      Boulogne Bilancourt
                                      Cedex, France
Employer's Principal Business:        Design, manufacture and sale of
                                      automobiles and related businesses
Citizenship:                          France

(b) Members Of Board Of Management And Group Management Committee Of Koninklijke
Philips Electronics N.V.

Unless otherwise indicated, each member of the Board of Management and Group
Management Committee is employed by Koninklijke Philips Electronics N.V. at
Breitner Centre, Amstelplein 2, 1096 BC Amsterdam, The Netherlands, whose
principal business is set forth in this Statement, and thus no employer,
employer's address or employer's principal business is listed.

Name:                                 Gerard J. Kleisterlee
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 President and Chief Executive Officer of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Jan H.M. Hommen
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Vice-Chairman of the Board of Management
                                      and Chief Financial Officer of Koninklijke
                                      Philips Electronics N.V.
Citizenship:                          The Netherlands


                                       11
<PAGE>

Name:                                 Gottfried H. Dutine
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Executive Vice-President, and President
                                      and Chief Executive Officer of the
                                      Consumer Electronics Division, of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          Germany

Name:                                 Ad Huijser
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Executive Vice-President and Chief
                                      Technology Officer of Koninklijke Philips
                                      Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Andrea Ragnetti
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President and Chief Marketing
                                      Officer of Koninklijke Philips
                                      Electronics N.V.
Citizenship:                          Italy

Name:                                 Daniel Hartert
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President and Chief
                                      Information Officer of Koninklijke
                                      Philips Electronics N.V.
Citizenship:                          Germany

Name:                                 Tjerk Hooghiemstra
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice-President of Koninklijke
                                      Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Scott McGregor
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President, and President and
                                      CEO of the Semiconductors Division, of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          United States

Name:                                 Jouko A. Karvinen
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice-President, and President and
                                      CEO of the Medical Systems Division, of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          Finland


                                       12
<PAGE>

Name:                                 Johan van Splunter
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President, and President and
                                      CEO of the Domestic Appliances and
                                      Personal Care Division, of Koninklijke
                                      Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Frans van Houten
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President, and CEO of the
                                      Consumer Electronics Business Groups, of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Barbara Kux
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President and Chief
                                      Procurement Officer of Koninklijke
                                      Philips Electronics N.V.
Citizenship:                          Switzerland

Name:                                 Theo van Deursen
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President, and President and
                                      CEO of the Lighting Division, of
                                      Koninklijke Philips Electronics N.V.
Citizenship:                          The Netherlands

Name:                                 Rudy Provoost
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice President, and CEO of
                                      Consumer Electronics Global Sales and
                                      Services, of Koninklijke Philips
                                      Electronics N.V.
Citizenship:                          Belgium

Name:                                 Arie Westerlaken
Business Address:                     Koninklijke Philips Electronics N.V.
                                      Breitner Centre
                                      Amstelplein 2
                                      1096 BC Amsterdam, The Netherlands
Principal Occupation:                 Senior Vice-President, General Secretary,
                                      Chief Legal Officer and Secretary to the
                                      Board of Management of Koninklijke Philips
                                      Electronics N.V.
Citizenship:                          The Netherlands



                                       13
<PAGE>



                                   Schedule II

         Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Philips Holding USA, Inc.
Unless otherwise indicated, each member of the board of directors and executive
officer is employed by Philips Electronics North America Corporation at 1251
Avenue of the Americas, New York, New York 10020, whose principal business is
set forth in this Statement, and thus no employer, employer's address or
employer's principal business is listed.

Name:                                 Robert M. Westerhof
Business Address:                     Philips Holding USA, Inc.
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, President and Chief Executive
                                      Officer of Philips Electronics North
                                      America Corporation.
Citizenship:                          The Netherlands

Name:                                 Sijze W. Plokker
Business Address:                     Philips Holding USA, Inc.
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, Senior Vice President of
                                      Philips Electronics North America
                                      Corporation.
Citizenship:                          The Netherlands

Name:                                 Wilhelmus C.M. Groenhuysen
Business Address:                     Philips Holding USA, Inc.
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, Senior Vice President, Chief
                                      Financial Officer and Treasurer of Philips
                                      Electronics North America Corporation.
Citizenship:                          The Netherlands

Name:                                 Robert N. Smith
Business Address:                     Philips Holding USA, Inc.
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Vice President of Philips Electronics
                                      North America Corporation.
Citizenship:                          United States

Name:                                 Warren T. Oates, Jr.
Business Address:                     Philips Holding USA, Inc.
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Secretary of Philips Electronics
                                      North America Corporation.
Citizenship:                          United States


                                       14
<PAGE>



                                  Schedule III

         Name, Business Address, Principal Occupation or Employment and
Citizenship of all Directors and Executive Officers of Philips Electronics North
America Corporation. Unless otherwise indicated, each member of the board of
directors and executive officer is employed by Philips Electronics North America
Corporation at 1251 Avenue of the Americas, New York, New York 10020, whose
principal business is set forth in this Statement, and thus no employer,
employer's address or employer's principal business is listed.

Name:                                 Robert M. Westerhof
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, President and Chief Executive
                                      Officer of Philips Electronics North
                                      America Corporation.
Citizenship:                          The Netherlands

Name:                                 Sijze W. Plokker
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, Senior Vice President of
                                      Philips Electronics North America
                                      Corporation.
Citizenship:                          The Netherlands

Name:                                 Wilhelmus C.M. Groenhuysen
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Director, Senior Vice President, Chief
                                      Financial Officer and Treasurer of Philips
                                      Electronics North America Corporation.
Citizenship:                          The Netherlands

Name:                                 Thomas B. Patton
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1300 I Street N.W., Suite 1070-E
                                      Washington, D.C. 20005
Principal Occupation:                 Vice President of Philips Electronics
                                      North America Corporation.
Citizenship:                          United States

Name:                                 Robert N. Smith
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Vice President of Philips Electronics
                                      North America Corporation.
Citizenship:                          United States


                                       15
<PAGE>

Name:                                 Raymond C. Fleming
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Controller of Philips Electronics North
                                      America Corporation.
Citizenship:                          United States

Name:                                 Warren T. Oates, Jr.
Business Address:                     Philips Electronics North America
                                      Corporation
                                      1251 Avenue of the Americas
                                      New York, New York 10020
Principal Occupation:                 Secretary of Philips Electronics
                                      North America Corporation.
Citizenship:                          United States




                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>sc0099a.txt
<DESCRIPTION>EXHIBIT 4 -- IRREVOCABLE POWER OF ATTORNEY
<TEXT>
                                                                       EXHIBIT 4


               IRREVOCABLE POWER OF ATTORNEY AND CUSTODY AGREEMENT

                                       for

            Sale of Shares of Common Stock, Par Value $.001 Per Share

                                       of

                        QUINTON CARDIOLOGY SYSTEMS, INC.


To:      John R. Hinson
         Quinton Cardiology Systems, Inc.
         3303 Monte Villa Parkway
         Bothell, Washington  98021
              acting as attorney-in-fact, for
              the undersigned

         Michael K. Matysik
         Quinton Cardiology Systems, Inc.
         3303 Monte Villa Parkway
         Bothell, Washington  98021
              acting as attorney-in-fact, for
              the undersigned

To:      Quinton Cardiology Systems, Inc.
         3303 Monte Villa Parkway
         Bothell, Washington  98021
              as Custodian

Dear Sirs:

                  The  undersigned,  as a holder of shares of common stock,  par
value $.001 per share (the "Common Stock"), of Quinton Cardiology Systems, Inc.,
a Delaware  corporation (the  "Company"),  wishes to enter into this Irrevocable
Power of Attorney and Custody  Agreement in connection with the proposed sale of
shares of Common  Stock,  par value  $.001 per share (the  "Common  Stock") to a
group of  underwriters  (the  "Underwriters")  represented by Needham & Company,
Inc.;  SunTrust  Robinson  Humphries;  Adams,  Harkness  & Hill;  and  Delafield
Hambrecht (the  "Representatives")  for  distribution to the public (the "Public
Offering") in the United  States,  under a  Registration  Statement on Form S-3,
Commission File No. 333-114908 (the "Registration  Statement") at a price and on
terms to be  hereafter  determined  (the  "Initial  Offering").  The offering of
shares  of  Common  Stock to the  public  by the  Underwriters  pursuant  to the
Underwriting  Agreement  (as  defined  below)  is  referred  to  herein  as  the
"Offering."  The  Underwriters  shall only be purchasing  shares of Common Stock
pursuant to the  Underwriting  Agreement.  The maximum  number or  percentage of
shares of Common Stock to be sold by the


<PAGE>

undersigned to the  Underwriters  in the Offering are indicated on the signature
page  hereto and are  referred to herein as the  "Shares."  The  undersigned  is
hereinafter  referred to herein as the "Selling  Shareholder" and, together with
the other selling  shareholders,  if any, in connection  with the Offering,  the
"Selling  Shareholders."  Except as herein provided,  all capitalized terms used
herein  which are  defined in the  Underwriting  Agreement  have the  respective
meanings specified therein. The undersigned  acknowledges receipt of (i) a draft
of the Underwriting Agreement and (ii) a copy of the Registration Statement. The
undersigned  understands that, subject to the terms of this Irrevocable Power of
Attorney  and Custody  Agreement,  the draft of the  Underwriting  Agreement  is
subject to revision  before  execution  and that the  Registration  Statement is
subject to revision before it is declared effective and to amendment thereafter.

         (1) Appointment of Attorney-in-Fact;  Grant of Authority.  For purposes
of effecting the sale of the Shares to the Underwriters,  the undersigned hereby
irrevocably   makes,   constitutes,   and   appoints   the   persons   named  as
attorneys-in-fact  on the first  page  hereof  the true and  lawful  agents  and
attorneys-in-fact  of the undersigned  (each, an  "Attorney-in-Fact")  with full
power and authority to act hereunder  (either singly or jointly,  or through any
additional  Attorney-in-Fact  (a  "Proxy")  duly  appointed  as such  by  either
Attorney-in-Fact),  in any of their sole discretion, as hereinafter provided, in
the  name  of and  for  and  on  behalf  of the  undersigned,  as  fully  as the
undersigned  could if present and acting in person,  with respect to all matters
in  connection  with  the  Public  Offering  and  sale  of  the  Shares  to  the
Underwriters to be sold by the  undersigned  under the  Underwriting  Agreement,
including but not limited to the power and authority to:

          (a)  For the  purpose  of  offering  and  selling  the  Shares  to the
     Underwriters and consummating the other  transactions  referred to therein,
     execute and deliver the  Underwriting  Agreement  by and among the Company,
     the Selling Shareholder and the several  Underwriters (in substantially the
     form  attached as Annex B hereto,  as the same may be amended  from time to
     time as provided in and subject to the  limitations set forth in clause (h)
     below, the "Underwriting  Agreement") (the  undersigned's  approval of such
     execution  and  delivery  of such  agreement  on its  behalf  and any  such
     changes,  additions,  or  other  form  or  provisions  shall  be  evidenced
     conclusively by the execution and delivery of such  Underwriting  Agreement
     by any  Attorney-in-Fact);  carry out and  comply  with each and all of the
     provisions  of the  Underwriting  Agreement,  including  the  making of all
     representations,  agreements,  covenants  and  indemnities  provided in the
     Underwriting  Agreement  to be made by the  undersigned;  and  exercise all
     authority given to the undersigned under the Underwriting Agreement;

          (b) Arrange for,  prepare,  or cause to be prepared  the  Registration
     Statement and any amendment or amendments to the Registration Statement and
     include in the Registration Statement information regarding the undersigned
     delivered  to the  Company or  Company  legal  counsel  by the  undersigned
     explicitly  for  use in the  Registration  Statement  and  Prospectus,  and
     execute,  acknowledge  and  deliver any and all  certificates,  assurances,
     reports,  documents,  letters and consents to  appropriate  authorities  of
     states or  territories  of the United  States,  the  Underwriters  or legal
     counsel  to the  Company  or the  Underwriters,  which  may  reasonably  be
     required  or  deemed  to  be  appropriate  by  either


                                       2
<PAGE>

     Attorney-in-Fact  in  connection  with  the  sale  of the  Shares  and  the
     registration  of the Shares under the  securities  or blue sky laws of such
     states  or  territories  to  facilitate  offers  and  sales of the  Shares;
     provided,  however,  that no such action shall require the  undersigned  to
     qualify to do business or consent to service of process in any jurisdiction
     in  which  it is not  currently  so  qualified  or has  so  consented.  The
     undersigned hereby authorizes the Company and its counsel to make a request
     for acceleration of the Registration Statement on its behalf;

          (c) Sell,  assign and  transfer  to the  Underwriters  pursuant to the
     Underwriting  Agreement up to and including the number of Shares identified
     on the  signature  page of this  Irrevocable  Power of Attorney and Custody
     Agreement and  deposited by the  undersigned  hereunder,  and determine the
     allocation   of  the   Shares   sold   in   the   Initial   Offering.   The
     Attorneys-in-Fact  agree that they will sell to the Underwriters all of the
     Shares received by the undersigned's Zymed subsidiary prior to including in
     the  Offering or selling to the  Underwriters  any other shares held by the
     undersigned;

          (d) Agree upon the price  (including any discounts or  commissions) at
     which  the  Shares  will  be  sold  to  the  Underwriters  pursuant  to the
     Underwriting Agreement; provided that (i) the net proceeds per share (after
     the  deduction  of any  discounts  or  commissions)  to be  received by the
     undersigned  shall not be less than the net  proceeds per share (after such
     deductions)  to be received by the Company in respect of Shares sold by the
     Company,  and (ii) the net proceeds per share (after such deductions) to be
     received  by the  undersigned  shall not in any event be less than $___ per
     share;

          (e)  Endorse  (in  blank,  undated)  on  behalf of the  undersigned  a
     certificate  or  certificates  representing  the  Shares,  or stock  powers
     attached to the  certificates,  and transfer and deliver such  certificates
     representing such Shares to or upon the order of the  Underwriters,  or, if
     the Shares are  registered  in book-entry  form by the  Company's  transfer
     agent or other  authorized  stock  registrar,  authorize by appropriate and
     necessary  action  the  transfer  of  the  Shares  to the  accounts  of the
     Underwriters;

          (f) Give such written  orders and  instructions  to the  Custodian (as
     hereinafter  defined) or the Company's  registrar and transfer agent as any
     Attorney-in-Fact may in his discretion  determine,  with respect to (i) the
     transfer  on the books of the Company of the Shares in order to effect such
     sale (including the names in which new  certificates for such Shares are to
     be issued and the denominations  thereof),  (ii) the delivery to or for the
     account of the  Underwriters  of the  certificates  for such Shares against
     receipt by the  Custodian  (for the account of the  undersigned)  of a wire
     transfer for the purchase price to be paid therefor as set forth in Section
     3 below,  (iii) the remittance to the  undersigned of such wire  transfers,
     and (iv) the return to the undersigned of a new certificate or certificates
     representing the number of shares (if any) of Common Stock represented by a
     certificate or  certificates  deposited  with the  Custodian,  which are in
     excess  of the  number  of  Shares  to be  sold by the  undersigned  to the
     Underwriters;


                                       3
<PAGE>

          (g)  Retain  legal  counsel  in  connection  with any and all  matters
     referred to herein (which counsel fees shall be borne by the Company); and

          (h)  Take,  or cause to be taken,  any and all  further  actions,  and
     execute  and  deliver,   or  cause  to  be  executed  and  delivered,   the
     Underwriting Agreement and any and all agreements,  documents,  instruments
     and  certificates  specified  in the  draft of the  Underwriting  Agreement
     attached to this  instrument  as may be necessary or deemed to be desirable
     by either Attorney-in-Fact to effectuate, implement, or otherwise carry out
     the  transactions  contemplated  by the  Underwriting  Agreement  and  this
     Irrevocable  Power of Attorney and Custody  Agreement  and generally to act
     for and in the name and on behalf of the  undersigned,  with respect to the
     sale of  Shares  to the  Underwriters  and the  offering  of  Shares by the
     Underwriters  and the registration of Shares by the Company pursuant to the
     Securities Act of 1933 (the  "Securities  Act") as fully as the undersigned
     could if personally  present and acting;  provided,  however,  that (1) the
     provisions  in  the   Underwriting   Agreement   relating  to  the  Selling
     Shareholder  or  its  representations,  warranties,  covenants,  rights  or
     obligations  may not be  modified  without  the  consent  of  such  Selling
     Shareholder  and (2) no such action shall  increase  the maximum  number of
     shares to be sold by the  undersigned  above the number of Shares set forth
     on such Selling Shareholder's signature page hereto.

         (2) Irrevocability. The undersigned has conferred and granted the power
of attorney and all other authority  contained  herein in  consideration  of the
Company's  and  the  Underwriters'  proceeding  with,  and for  the  purpose  of
completing, the transactions contemplated by the Underwriting Agreement. Subject
to Section 9 hereof,  the undersigned hereby agrees that all power and authority
hereby  conferred  is coupled with an interest  and is  irrevocable;  and to the
extent  not  prohibited  by law  shall  not  be  terminated  by  any  act of the
undersigned  or by  operation of law whether by the death or  incapacity  of the
undersigned or by the occurrence of any other event.  If, after the execution of
this Irrevocable Power of Attorney and Custody Agreement, any such act, death or
other event shall occur before the completion of the  transactions  contemplated
by the Underwriting Agreement and this Irrevocable Power of Attorney and Custody
Agreement, each Attorney-in-Fact, the Custodian and the Company are nevertheless
authorized  and directed to complete all of such  transactions,  as if such act,
death or other  event had not  occurred  and  regardless  of  whether or not the
Attorney-in-Fact,  the Custodian or the Company  shall have  received  notice of
such act, death or other event.

         (3) Deposit and Delivery of Shares.  The  undersigned  hereby  deposits
with the Company,  as custodian (in such capacity,  the "Custodian") one or more
certificates  representing shares of Common Stock, which represent not less than
the aggregate number of Shares that the undersigned may become obligated to sell
to the Underwriters as set forth on the signature page of this Irrevocable Power
of  Attorney  and Custody  Agreement.  The  undersigned  hereby  represents  and
warrants  to each  Attorney-in-Fact  and the  Custodian  that  each  certificate
delivered  (i) has  been  duly  executed  and is in  negotiable  form or (ii) is
accompanied by a duly executed stock power or powers in blank.  In the event any
of the shares of Common Stock  deposited  with the Custodian by the  undersigned
with are registered in book-entry  form, the undersigned  hereby  designates the
Custodian  as the sole  authority  to hold such  shares  for the


                                       4
<PAGE>

benefit of the  Underwriters  for purposes of performance of the  obligations of
the undersigned pursuant to this Agreement and the Underwriting  Agreement.  The
Custodian  shall hold the shares of Common  Stock,  and shall dispose of them in
accordance  with the written  instructions  of the  Attorney-in-Fact  and as set
forth  herein,  with full  power in the name of,  and for and on behalf  of, the
undersigned.

         The  Custodian is hereby  authorized  and directed by the  undersigned,
subject to the written  instructions  of any  Attorney-in-Fact,  (i) to hold the
shares  of  Common  Stock  in  custody,  (ii) to  make  such  other  appropriate
arrangements as may be necessary for the safekeeping of the certificates,  (iii)
to cause certificates  representing the Shares to be sold to the Underwriters to
be issued,  or, if in book entry form,  to effect the  transfer of the Shares to
the account of the underwriter,  (iv) to deliver the certificates for the Shares
to be  sold by the  undersigned,  or  replacement  certificates  evidencing  the
Shares, to the  Representatives for the accounts of the Underwriters at the date
(or dates) of delivery in accordance  with the  Underwriting  Agreement and this
Irrevocable  Power of Attorney  and Custody  Agreement  and (v) to return to the
undersigned certificates  representing the unsold balance, if any, of the shares
of Common Stock covered by the enclosed certificates.

         The  Custodian  shall  be  fully  entitled  to act and  rely  upon  any
statement,  request,  notice or instruction respecting this Irrevocable Power of
Attorney and Custody  Agreement  given to it by either  Attorney-in-Fact  or any
Proxy thereof.

         (4) The Custodian.  The Custodian's execution of this Irrevocable Power
of  Attorney  and Custody  Agreement  shall  constitute  the  acceptance  by the
Custodian of the agency herein  conferred,  and shall  evidence its agreement to
carry out and perform only those duties set forth in this  Irrevocable  Power of
Attorney and Custody  Agreement in accordance  with the provisions  hereof.  The
Custodian  shall  exercise  the same degree of care toward the  certificates  of
Common Stock deposited  herewith as it exercises toward its own similar property
and shall not be held to any higher  standard  of care  under  this  Irrevocable
Power of Attorney and Custody  Agreement.  No implied  covenants or  obligations
shall be inferred from this Irrevocable  Power of Attorney and Custody Agreement
against the Custodian, nor shall the Custodian be bound by the provisions of any
agreement   among   the   undersigned,   the   Selling   Shareholders   or   any
Attorney-in-Fact or Proxy beyond the specific terms hereof.

         The  Custodian  shall be  entitled  to rely upon any  order,  judgment,
certification,   instruction,  notice  or  other  writing  delivered  to  it  in
compliance with the provisions of this Irrevocable Power of Attorney and Custody
Agreement   without  being  required  to  determine  the   authenticity  or  the
correctness of any fact stated therein or the proprietary or validity or service
thereof.  The Custodian may act in reliance upon any instrument  comporting with
the provisions of this  Irrevocable  Power of Attorney and Custody  Agreement or
signature believed by it to be genuine and may assume that any person purporting
to give  notice or  receipt  or  advice or make any  statement  or  execute  any
document in connection with the provisions hereof has been duly authorized to do
so.


                                       5
<PAGE>

         At any time the  Custodian  may  request in writing an  instruction  in
writing from the Attorneys-in-Fact,  or either of them, or the undersigned,  and
may at its own option  include in such  request the course of action it proposes
to take and the date on which it proposes to act,  regarding any matter  arising
in connection with its duties and obligations hereunder. The Custodian shall not
be liable for acting  without the consent of any such party in  accordance  with
such a  proposal  on or after  the date  specified  therein,  provided  that the
specified  date shall be at least two business  days after such parties  receive
the Custodian's  request for instructions and its proposed course of action, and
provided further,  that, prior to so acting,  the Custodian has not received the
written instructions requested.

         (5) Sale of Shares;  Remitting Net Proceeds.  Each  Attorney-in-Fact is
hereby  authorized  to,  and any of them  shall,  direct  the  Custodian  or its
registrar and transfer agent in writing to deliver  certificates  for, or effect
book-entry  transfer  of,  the  Shares  to be  sold  by the  undersigned  to the
Representatives as provided in the Underwriting  Agreement,  against delivery by
the  Representatives  to the  Custodian  of a wire  transfer,  in same day funds
payable to the order of the Custodian, for the account of the undersigned and in
the amount set forth in the Underwriting Agreement. The Custodian is authorized,
on behalf of the undersigned,  to accept and acknowledge  receipt of the payment
of the purchase price for the Shares to be sold by the undersigned and shall, as
soon as  practicable  but in any event  within one business day after the day it
receives such payment, remit to the undersigned, by wire transfer of immediately
available funds to a bank account  specified by the undersigned on the signature
page  hereof,  or,  if no such  account  is  specified,  by  certified,  bank or
cashier's  check payable to the undersigned and mailed to the undersigned at the
address specified on the signature page hereof (or such other account or address
or may be  specified  pursuant to notice  delivered  timely in  accordance  with
Section (10) below), its proportionate share of the proceeds of such sales.

         (6)  Representations,   Warranties  and  Agreements.   The  undersigned
represents and warrants to, and agrees with, the Company, the Underwriters, each
Attorney-in-Fact, each other Selling Shareholder and the Custodian that:

          (a)   Authorization   of   Agreements.   All   consents,    approvals,
     authorizations  and orders  necessary for the execution and delivery by the
     Selling Shareholder of this Power of Attorney and Custody Agreement and the
     Underwriting  Agreement,  and for the  sale  and  delivery  of the  Selling
     Shareholder  Firm  Shares to be sold by the Selling  Shareholder  under the
     Underwriting Agreement, have been obtained; and the Selling Shareholder has
     full corporate power and authority to enter into this Irrevocable  Power of
     Attorney and Custody Agreement and the Underwriting  Agreement, to make the
     representations, warranties and agreements hereunder and thereunder, and to
     sell,  assign,  transfer  and  deliver the Shares to be sold by the Selling
     Shareholder  under  the  Underwriting  Agreement.  The sale of the  Selling
     Shareholder Firm Shares to be sold by the Selling Shareholder  Underwriting
     Agreement  and  the   performance  by  the  Selling   Shareholder  of  this
     Irrevocable  Power of Attorney and Custody  Agreement and the  Underwriting
     Agreement and the consummation of the transactions  contemplated hereby and
     thereby will not result in the creation or imposition  of any lien,  charge
     or encumbrance upon any of the assets of the Selling  Shareholder  pursuant
     to the terms or provisions of, or result in


                                       6
<PAGE>

     a breach or violation of any of the terms or provisions of, or constitute a
     default  under,  or  give  any  party  a  right  to  terminate  any  of its
     obligations  under, or result in the acceleration of any obligation  under,
     any  indenture,  mortgage,  deed of trust,  voting  trust  agreement,  loan
     agreement,   bond,   debenture,   note   agreement  or  other  evidence  of
     indebtedness, lease, contract or other agreement or instrument to which the
     Selling  Shareholder is a party or by which the Selling  Shareholder or any
     of its  properties  is bound or affected,  or violate or conflict  with any
     judgment,  ruling,  decree, order, statute, rule or regulation of any court
     or other governmental  agency or body applicable to the Selling Shareholder
     or the organizational documents of the Selling Shareholder.

          (b) Good and Marketable Title.  Assuming that the Selling  Shareholder
     Firm Shares are  indorsed to DTC or in blank,  upon payment for the Selling
     Shareholder Firm Shares and the delivery to DTC or its agent of the Selling
     Shareholder Firm Shares  registered in the name of Cede & Co. or such other
     nominee designated by DTC, and DTC's crediting the Selling Shareholder Firm
     Shares to an  Underwriter's  account  with DTC,  Cede & Co.,  or such other
     nominee  designated by DTC, will be a "protected  purchaser" of the Selling
     Shareholder  Firm  Shares  (as  defined  in  Section  8-303 of the  Uniform
     Commercial  Code as  adopted in the State of New York (the  "Code")),  such
     Underwriter will acquire a valid "security entitlement" (within the meaning
     of  Section  8-501 of the Code) with  respect  to the  Common  Stock to the
     extent  that DTC  credits  the  Selling  Shareholder  Firm  Shares  to such
     Underwriter's  account,  and no  action  based on an  "adverse  claim"  (as
     defined  in  section  8-102  of the  Code)  may be  asserted  against  such
     Underwriter with respect to such security  entitlement  (assuming that such
     Underwriter is without notice of any such adverse claim).

          (c) Due Execution of Agreements.  This  Irrevocable  Power of Attorney
     and Custody  Agreement has been duly executed and delivered by or on behalf
     of the Selling  Shareholder,  and constitutes a valid and binding agreement
     of the  Selling  Shareholder  in  accordance  with  its  terms,  except  as
     enforceability may be limited by the application of bankruptcy, insolvency,
     reorganization,  moratorium  or  other  laws  affecting  creditors'  rights
     generally or by general principles of equity; and the Attorneys-in-Fact and
     the  Custodian  have been duly  authorized  by the Selling  Shareholder  to
     deliver  the  Selling  Shareholder  Firm  Shares on  behalf of the  Selling
     Shareholder in accordance with the terms of this Agreement.  At the Closing
     Time, the Underwriting Agreement will have been duly executed and delivered
     by or on behalf of the Selling Shareholder

          (d) Absence of Manipulation. The Selling Shareholder has not taken and
     will not at any time take,  directly or indirectly,  any action (other than
     entering  into the lock-up  agreement  contemplated  by Section 5(n) of the
     Underwriting  Agreement) designed, or that might reasonably be expected, to
     cause or result in, or that will constitute,  stabilization of the price of
     shares  of  Common  Stock to  facilitate  the sale or  resale of any of the
     Shares;  provided that the Selling  Shareholder  and its affiliates are not
     prohibited from making or amending any filings with the Commission required
     to be made or amended in connection  with the  execution of this  Agreement
     and consummation of the transactions contemplated hereby.


                                       7
<PAGE>

          (e)   Absence  of  Further   Requirements.   No   consent,   approval,
     authorization or order of, or any filing or declaration  with, any court or
     governmental  agency or body is required in connection with the sale of the
     Selling   Shareholder  Firm  Shares  by  the  Selling  Shareholder  or  the
     consummation  by the Selling  Shareholder of the  transactions  on its part
     contemplated by this  Irrevocable  Power of Attorney and Custody  Agreement
     and the  Underwriting  Agreement,  except such as may be required under the
     Act or the Rules and  Regulations  and such as may be required  under state
     securities  or Blue  Sky  laws or the  by-laws  and  rules  of the  NASD in
     connection with the purchase and  distribution  by the  Underwriters of the
     Shares to be sold by the Selling Shareholder.

          (f)  Restriction on Sale of Securities.  The Selling  Shareholder  has
     duly  executed and  delivered to the  Custodian a lock-up  agreement in the
     form of Schedule III attached to the Underwriting Agreement.

          (g)  Certificates  Suitable for Transfer.  Certificates for all of the
     Shares to be sold by such Selling Shareholder  pursuant to the Underwriting
     Agreement, in suitable form for transfer by delivery or accompanied by duly
     executed  instruments  of transfer or assignment  in blank with  signatures
     guaranteed,  have  been  placed  in  custody  with  the  Custodian  to  the
     Underwriters pursuant to the Underwriting Agreement.

          (h) No Association with NASD. Neither such Selling Shareholder nor any
     of  his/her/its  affiliates  (within  the  meaning  of  NASD  Conduct  Rule
     2720(b)(1)(a))  directly, or indirectly through one or more intermediaries,
     controls,  or is controlled  by, or is under common  control with, or is an
     associated  person  (within the meaning of Article I,  Section  1(q) of the
     By-laws of the National  Association of Securities  Dealers,  Inc.) of, any
     member firm of the National Association of Securities Dealers,  Inc., other
     than as set  forth  on  Annex A  hereto  or the  shareholder  questionnaire
     provided to the Company.

          (i) Form  W-9/W-8.  The  undersigned  has delivered to the Custodian a
     true and complete copy of United States  Treasury  Department  Form W-9/W-8
     (or other  applicable  form or statement  specified by Treasury  Department
     regulations in lieu thereof).

          (j) Opinion.  The  undersigned  shall  provide to the  Custodian,  for
     delivery to the  Underwriters,  the opinion of the  undersigned's  internal
     counsel contemplated by Section 6(f) of the Underwriting Agreement.

         The foregoing  representations,  warranties  and agreements are for the
benefit of and may be relied upon by each  Attorney-in-Fact,  the  Company,  the
Underwriters, the Custodian, and their respective legal counsel. The undersigned
will notify the Company in writing  immediately  of any changes in the foregoing
information and representations,  warranties and agreements which should be made
as a result of  developments  occurring  after the date  hereof and prior to the
Closing Date or any Date of Delivery under the Underwriting  Agreement,  and the
Company  and  Attorneys-in-Fact  may  consider  that there has not been any such
development unless advised to the contrary.


                                       8
<PAGE>

         (7) Ownership of Shares.  Subject to the terms hereof, until payment in
full of the  purchase  price  for  such  Shares  being  sold by the  undersigned
pursuant to the  Underwriting  Agreement  has been made by or for the account of
the Underwriters, the undersigned shall remain the owner of the Shares and shall
have all rights thereto which are not inconsistent  with this Irrevocable  Power
of Attorney and Custody Agreement.  However, until such payment in full has been
made or until the Underwriting  Agreement has been  terminated,  the undersigned
agrees that the undersigned will not give, sell, pledge, hypothecate,  grant any
lien or security  interest in,  transfer,  deal with or contract with respect to
the Shares or any interest therein,  except to the Underwriters  pursuant to the
Underwriting Agreement (and, other than with respect to the Shares to be sold to
the Underwriters pursuant to the Underwriting  Agreement, in accordance with the
lockup  letter  signed by the  undersigned  in the form of  Schedule  III to the
Underwriting Agreement).

         (8) Liability and  Indemnification.  (a) Each  Attorney-in-Fact and the
Custodian  are  authorized  to accept this  Irrevocable  Power of  Attorney  and
Custody  Agreement and take any and all actions under this Irrevocable  Power of
Attorney  and  Custody  Agreement  as  they  shall,  in  their  own  discretion,
determine,  except as explicitly limited herein. Each  Attorney-in-Fact  and the
Custodian assume hereunder no  responsibility or liability to the undersigned or
to any other  person or  entity,  other  than to deal with the  Shares  held and
received  by  either   Attorney-in-Fact  or  deposited  with  the  Custodian  in
accordance with the provisions of this Irrevocable Power of Attorney and Custody
Agreement  and to deal  with the  proceeds  from  the sale of the  undersigned's
Shares in accordance with the provisions hereof.  Neither  Attorney-in-Fact  (in
such  capacity) nor the Custodian (in such  capacity)  make any  representations
with respect to and shall have no responsibility for the Registration  Statement
or Prospectus and shall not be liable to the  undersigned or any other person or
entity pursuant to this Irrevocable  Power of Attorney and Custody Agreement for
any  error  of  judgment  or for any act done or  omitted  to be done or for any
mistake  of fact or law except  for the gross  negligence,  bad faith or willful
misconduct  of each  Attorney-in-Fact  or  Custodian,  as the case  may be.  The
undersigned agrees that each Attorney-in-Fact and the Custodian may consult with
counsel  experienced in such matters of their own choice (which counsel shall be
paid by the Company and may, but need not, be counsel  retained on behalf of the
Company or any Selling Shareholder) and each  Attorney-in-Fact and the Custodian
shall have full and complete  authorization  and protection for any action taken
or suffered by each  Attorney-in-Fact  or the Custodian  hereunder in good faith
and in accordance with the advice of such counsel.

          (b) Neither Attorney-in-Fact nor the Custodian, as such, shall or will
     have any interest in the Shares deposited hereunder. The undersigned agrees
     to pay all  stock  and  other  transfer  taxes  relating  to  such  Selling
     Shareholder's  Common  Stock  resulting  from the sale of such  Shares  and
     agrees to reimburse,  indemnify and hold harmless each Attorney-in-Fact and
     the  Custodian  from any amounts that either of them is obligated to pay in
     the way of such stock and other transfer taxes.

          (c)  Neither  any   Attorney-in-Fact   nor  the  Custodian  makes  any
     representation as to the validity,  value, genuineness or collectability of
     any  security,  document or  instrument  held by or  delivered to either of
     them.


                                       9
<PAGE>

          (d) Neither any Attorney-in-Fact nor the Custodian will be called upon
     to advise or has  advised  the  undersigned  as to the merits of selling or
     retaining the Shares.

          (e) This  Irrevocable  Power of Attorney  and Custody  Agreement  sets
     forth  exclusively the respective duties of each  Attorney-in-Fact  and the
     Custodian  with  respect  to any and all  matters  pertinent  hereto and no
     implied duties or obligations  shall be read into this Irrevocable Power of
     Attorney  and Custody  Agreement  against  either  Attorney-in-Fact  or the
     Custodian.

         (9)  Withdrawal,   Termination  and  Release  of  Shares.  (a)  If  the
Underwriting  Agreement  is  entered  into on  behalf of the  undersigned,  this
Irrevocable  Power of Attorney  and Custody  Agreement,  other than  Section (8)
hereof, shall terminate  automatically on the 36th day following the date of the
Underwriting Agreement, and shall thereafter be of no further effect.

          (b) If the Underwriting  Agreement shall not be entered into on behalf
     of the undersigned, or it shall not become effective pursuant to its terms,
     or if the Underwriting Agreement shall be terminated pursuant to its terms,
     or if the  shares  agreed to be sold as  contemplated  by the  Underwriting
     Agreement are not purchased and paid for by the  Underwriters  on or before
     June 30, 2004, then after such date the Attorney-in-Fact  shall, unless the
     undersigned  has agreed in  writing to extend the term of this  Irrevocable
     Power of Attorney and Custody  Agreement,  instruct promptly in writing the
     Custodian to return to the  undersigned  the Shares or the shares of Common
     Stock held for its account, together with any applicable stock powers.

          (c) In the  event  shares of Common  Stock  are sold  pursuant  to the
     Underwriting  Agreement,  the  Custodian  shall return any shares of Common
     Stock (with applicable stock powers) not purchased by the Underwriters.

          (d) Except as provided  in this  Section  (9),  and subject to Section
     (1), the  undersigned  shall have no right to revoke its request to include
     the Shares in the  Registration  Statement or to decline to sell the Shares
     as contemplated by the Underwriting Agreement.

          (e)  Termination  of this  Irrevocable  Power of Attorney  and Custody
     Agreement  shall not affect  any lawful  action  done or  performed  by the
     Custodian, the Attorney-in-Fact or the Company pursuant to this Irrevocable
     Power of Attorney and Custody  Agreement  prior to the  termination of this
     Irrevocable  Power of Attorney and Custody  Agreement.  The  provisions  of
     Section (8), other than the first sentence of paragraph (a) thereof,  shall
     survive  termination  of this  Irrevocable  Power of  Attorney  and Custody
     Agreement.

         (10)  Notices.  Any  notices  required  to be  given  pursuant  to this
Irrevocable  Power of Attorney and Custody Agreement shall be deemed given if in
writing  and  delivered  in  person,   by  overnight   courier  or  by  telecopy
subsequently confirmed by letter delivered by certified U.S. Mail, (i) if to the
Company, to Quinton Cardiology Systems, Inc., 3303 Monte Villa Parkway, Bothell,
Washington  98021,  Attention:  Chief  Executive  Officer;  (ii)  if  to  either


                                       10
<PAGE>

Attorney-in-Fact,  to the persons named as  attorneys-in-fact  on the first page
hereof;  and  (iii)  if to the  undersigned  at the  address  set  forth  on the
signature  page  hereof,  or at such other  address  and fax number as any party
shall communicate to the other parties by notice delivered as aforesaid.

         (11) APPLICABLE LAW. THE VALIDITY, ENFORCEABILITY,  INTERPRETATION, AND
CONSTRUCTION OF THIS IRREVOCABLE  POWER OF ATTORNEY AND CUSTODY  AGREEMENT SHALL
BE  DETERMINED  IN  ACCORDANCE  WITH THE INTERNAL  LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

         (12) Miscellaneous.  (a) This Irrevocable Power of Attorney and Custody
Agreement may be signed in any number of counterparts, each executed counterpart
constituting an original but all together constituting only one instrument.

          (b) This  Irrevocable  Power of Attorney and Custody  Agreement  shall
     inure to the benefit of, and shall be binding upon, the undersigned and the
     undersigned's heirs, executors, administrators,  successors and assigns, as
     the case may be.

          (c) If any provision of this Irrevocable Power of Attorney and Custody
     Agreement is found to be unenforceable as applied in any particular case or
     circumstance in any applicable  jurisdiction  because it conflicts with any
     other  provision  of  this  Irrevocable   Power  of  Attorney  and  Custody
     Agreement,  or any  constitution,  statute or rule of public policy, or for
     any other reason, such finding shall not render the provision unenforceable
     in any other case or  circumstance,  or render any other  provision of this
     Irrevocable  Power of Attorney and Custody  Agreement  unenforceable to any
     extent whatsoever.

          (d) The undersigned hereby irrevocably  submits in any suit, action or
     proceeding arising out of or relating to this Irrevocable Power of Attorney
     and Custody Agreement,  or any of the transactions  contemplated hereby, to
     the  jurisdiction  and venue of any federal or state court in the County of
     New York, State of New York.

          (e) The  Underwriters  and the Company are hereby  deemed  third-party
     beneficiaries of this Irrevocable  Power of Attorney and Custody  Agreement
     and are entitled to rely on the provisions hereof as if signatories hereto.

          (f) No party may assign any of its  rights or  obligations  under this
     Irrevocable  Power of Attorney  and Custody  Agreement  without the written
     consent  of  all  other  parties,  which  consent  may be  withheld  in the
     reasonable discretion of the party when consent is sought.  Notwithstanding
     the  foregoing,  the Company may engage,  consult with or assign any of its
     rights,  duties or  obligations  as Custodian to its transfer  agent or any
     other party who normally  serves in such capacity,  who shall be deemed the
     Custodian for all purposes hereunder in addition to the Company.


                                       11
<PAGE>

          (g) This  Irrevocable  Power of Attorney and Custody  Agreement may be
     modified only by a written amendment signed by all the parties hereto,  and
     no waiver of any provision  hereof shall be effective unless expressed in a
     writing signed by the party to be charged.







                                       12
<PAGE>



         This  Irrevocable  Power of  Attorney  and Custody  Agreement  shall be
effective as of the date hereof.

                                            Very truly yours,


                                            ------------------------------------
                                            PHILIPS ELECTRONICS NORTH AMERICA
                                            CORPORATION

Dated: ________________                     By
                                              ----------------------------------
                                              Name:

                                              Title:

Address, Telephone Number                   Philips Electronics North America
and Fax Number:                             Corporation
                                            1251 Avenue of the Americas
                                            New York, NY  10020
                                            Attention:  Anthony Eltvedt
                                            (212) 536-0702 (T)
                                            (212) 536-0712 (F)

Wire Instructions:                          Bank:

                                            ABA No.:

                                            Account Name:

                                            Account No.:

Total Number of  Shares of Common  Stock
      Deposited    for   Sale   to   the
      Underwriters in the form of Common
      Stock   (Represents   the  maximum
      number  of  shares  that you could
      sell  in  the  Initial  Offering):    1,394,024


                                       13
<PAGE>



                       ACCEPTANCE BY THE ATTORNEY-IN-FACT


         John R. Hinson  hereby  accepts  his  appointment  as  Attorney-in-Fact
pursuant to the foregoing  Irrevocable Power of Attorney and Custody  Agreement,
and agrees to act in accordance with the terms of said agreement.

Dated:
       ----------------
                                                 By
                                                     ---------------------------
                                                           Attorney-in-Fact


                       ACCEPTANCE BY THE ATTORNEY-IN-FACT

         Michael K. Matysik hereby accepts his  appointment as  Attorney-in-Fact
pursuant to the foregoing  Irrevocable Power of Attorney and Custody  Agreement,
and agrees to act in accordance with the terms of said agreement.

Dated:
       ----------------
                                                 By
                                                     ---------------------------
                                                           Attorney-in-Fact




                                       14


<PAGE>



                           ACCEPTANCE BY THE CUSTODIAN


                  Quinton  Cardiology  Systems,   Inc.,  as  Custodian,   hereby
acknowledges  receipt of the securities  described in this Irrevocable  Power of
Attorney and Custody  Agreement (and in the form described herein) and agrees to
act in accordance with this Irrevocable Power of Attorney and Custody Agreement.


Dated:                                      QUINTON CARDIOLOGY SYSTEMS, INC.,
       ----------------                        as Custodian

                                               By
                                                  ------------------------------
                                                      Authorized Signatory


                                       15
<PAGE>



                            ACCEPTANCE BY THE COMPANY


         Quinton  Cardiology  Systems,  Inc.  hereby  accepts  the terms of this
Irrevocable Power of Attorney and Custody Agreement.

Dated:                                      QUINTON CARDIOLOGY SYSTEMS, INC.
       ----------------
                                            By
                                               ---------------------------------
                                            Name:

                                            Title:





                                       16

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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