<PAGE>
                                                                    Exhibit 10.1
4172545-001

      *LOAN5404*

                                 PROMISSORY NOTE

                                 JANUARY 10, 2006
                                 ----------------
                                     (DATE)


FOR VALUE RECEIVED, CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC. a corporation
located at the address stated below ("MAKER") promises, jointly and severally if
more than one, to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION or
any subsequent holder hereof (each, a "PAYEE") at its office located at 83
WOOSTER HEIGHTS ROAD , DANBURY, CT 06810 or at such other place as Payee or the
holder hereof may designate, the principal sum of FOUR MILLION DOLLARS
($4,000,000.00), with interest on the unpaid principal balance, from the date
hereof through and including the dates of payment, at a fixed interest rate of
Ten and Seventy Two Hundredths percent (10.72%) per annum, to be paid in lawful
money of the United States, in Thirty-Six (36) consecutive monthly installments
of principal and interest as follows:

<TABLE>
<CAPTION>
    Periodic
    Installment       Amount
    -----------       ------
<S>                   <C>
    Six (6)           $35,733.19 (Interest Only)
    Twenty-Nine (29)  $152,588.15 (Principal & Interest)
</TABLE>

each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding principal and interest. The first Periodic
Installment shall be due and payable on March 1, 2006 and the following Periodic
Installments and the final installment shall be due and payable on the same day
of each succeeding month (each, a "Payment Date"). Such installments have been
calculated on the basis of a 360 day year of twelve 30-day months. Each payment
may, at the option of the Payee, be calculated and applied on an assumption that
such payment would be made on its due date.

The acceptance by Payee of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of Payee's
right to receive payment in full at such time or at any prior or subsequent
time.

The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.

This Note may be secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinafter called a "SECURITY
AGREEMENT").

Time is of the essence hereof. If any installment or any other sum due under
this Note or any Security Agreement is not received within ten (10) days after
its due date (except if such delay is caused by Payee's failure to automatically
debit such payment from immediately available funds of Maker pursuant to the
authorization provided by Maker to Payee, the Maker agrees to pay, in addition
to the amount of each such installment or other sum, a late payment charge of
five percent (5%) of the amount of said installment or other sum, but not
exceeding any lawful maximum. If (i) Maker fails to make payment of any amount
due hereunder within ten (10) days after the same becomes due and payable
(except if such delay is caused by Payee's failure to automatically debit such
payment from immediately available funds of Maker pursuant to the authorization
provided by Maker to Payee, and Maker fails to make such payment within ten (10)
days following the date Maker receives notice of such delay); or (ii) Maker is
in default under, or fails to perform under any term or condition contained in
any Security Agreement, and Maker fails to cure such default or non-performance
within ten (10) days after receipt of written notice of such default or
non-performance from Payee then the entire principal sum remaining unpaid,
together with all accrued interest thereon and any other sum payable under this
Note or any Security Agreement, at the election of Payee, shall immediately
become due and payable, with interest thereon at the lesser of eighteen percent
(18%) per annum or the highest rate not prohibited by applicable law from the
date of such accelerated maturity until paid (both before and after any
judgment).

Notwithstanding anything to the contrary contained herein or in the Security
Agreement, Maker may not prepay in full or in part any indebtedness hereunder
without the express written consent of Payee in its sole discretion.

It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agreement,
<PAGE>
or if all of the principal balance shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or any Security Agreement on the principal balance shall exceed the
maximum amount of interest permitted by applicable law, then in such event (a)
the provisions of this paragraph shall govern and control, (b) neither Maker nor
any other person or entity now or hereafter liable for the payment hereof shall
be obligated to pay the amount of such interest to the extent that it is in
excess of the maximum amount of interest permitted by applicable law, (c) any
such excess which may have been collected shall be either applied as a credit
against the then unpaid principal balance or refunded to Maker, at the option of
the Payee, and (d) the effective rate of interest shall be automatically reduced
to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is further
agreed that without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received under this Note or any Security
Agreement which are made for the purpose of determining whether such rate
exceeds the maximum lawful contract rate, shall be made, to the extent permitted
by applicable law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the indebtedness evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise by Payee in connection with such indebtedness; provided, however,
that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for the
Payee to receive a greater interest per annum rate than is presently allowed,
the Maker agrees that, on the effective date of such amendment or preemption, as
the case may be, the lawful maximum hereunder shall be increased to the maximum
interest per annum rate allowed by the amended state law or the law of the
United States of America.

The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an "OBLIGOR") who may at any time become liable
for the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of, and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note or enforcing any of the security hereof, and agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee's actual attorneys'
fees.

THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

This Note and other Debt Documents constitute the entire agreement of the Maker
and Payee with respect to the subject matter hereof and supercedes all prior
understandings, agreements and representations, express or implied.

No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee. Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.
<PAGE>
Any provision in this Note or any of the other Debt Documents which is in
conflict with any statute, law or applicable rule shall be deemed omitted,
modified or altered to conform thereto.

                                     CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.

                                     By:    /s/ Timothy R. Surgenor
----------------------------------          ------------------------------------
(Witness)
                                     Name:  Timothy R. Surgenor
----------------------------------          ------------------------------------
(Print name)
                                     Title: President and CEO
----------------------------------          ------------------------------------
(Address)
                                     Federal Tax ID #: 13-4287300
                                                      -----------

                                     Address:  100 Foxborough Blvd., Suite 240,
                                               Foxborough, MA 02035