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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
(Mark One)
     [x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended NOVEMBER 30, 2002 OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the transition period from ______ TO ______ Commission File No. 0-19095

                             SOMANETICS CORPORATION
             (Exact name of Registrant as specified in its charter)

               MICHIGAN                                38-2394784
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

  1653 EAST MAPLE ROAD, TROY, MICHIGAN                 48083-4208
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (248) 689-3050

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON SHARES, PAR VALUE $.01 PER SHARE
        -----------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes ____  No X

The aggregate market value of the common shares held by non-affiliates of the
Registrant as of May 31, 2002 (the last business day of the Registrant's most
recently completed second fiscal quarter), computed by reference to the closing
sale price as reported by Nasdaq on such date, was approximately $25,282,000.

            The number of the Registrant's common shares outstanding
                      as of February 3, 2003 was 9,077,863

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2003 Annual Meeting of Shareholders,
scheduled to be held April 10, 2003, are incorporated by reference in Part III,
if the Proxy Statement is filed no later than March 31, 2003.

================================================================================
<PAGE>
                             SOMANETICS CORPORATION

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2002

                                TABLE OF CONTENTS

                                      PART I

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
Item 1.     Business  ....................................................................................        2
Item 2.     Properties....................................................................................       24
Item 3.     Legal Proceedings.............................................................................       24
Item 4.     Submission of Matters to a Vote of Security Holders...........................................       24
Supplemental Item. Executive Officers of the Registrant...................................................       25
                                                      PART II
Item 5.     Market for Registrant's Common Equity and Related Shareholder Matters.........................       27
Item 6.     Selected Financial Data.......................................................................       28
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations.........       29
Item 7A     Quantitative and Qualitative Disclosures About Market Risk....................................       39
Item 8.     Financial Statements and Supplementary Data...................................................       40
Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..........       57
                                                      PART III
Item 10.    Directors and Executive Officers of Registrant................................................       58
Item 11.    Executive Compensation........................................................................       58
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related
            Stockholder Matters...........................................................................       58
Item 13.    Certain Relationships and Related Transactions................................................       58
                                                      PART IV
Item 14.    Controls and Procedures.......................................................................       59
Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K...............................       59
</TABLE>
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                                     PART I

ITEM 1. BUSINESS

THE COMPANY

         We were incorporated in 1982. We develop, manufacture and market the
INVOS(R) Cerebral Oximeter, the only non-invasive patient monitoring system
commercially available in the United States that continuously measures changes
in the blood oxygen level in the brain. We also develop and market the
CorRestore(TM) System for use in cardiac repair and reconstruction, including
heart surgeries called surgical ventricular restoration, or SVR.

         We developed the Cerebral Oximeter to meet the need for information
about oxygen in the brain, the organ least tolerant of oxygen deprivation.
Without sufficient oxygen, brain damage may occur within a few minutes, which
can result in paralysis, severe and complex disabilities or death. Brain oxygen
information, therefore, is important, especially in surgical procedures
requiring general anesthesia and in other critical care situations with a high
risk of the brain getting less oxygen than it needs. We target surgical
procedures with a high risk of brain oxygen imbalances, primarily cardiac
surgeries, as well as other blood vessel surgeries, such as carotid artery
surgeries, and surgeries involving elderly patients. Surgeons,
anesthesiologists, perfusionists and other medical professionals use the
Cerebral Oximeter to identify brain oxygen imbalances and take corrective
action, potentially improving patient outcome and reducing the cost of care.

         The Cerebral Oximeter is a relatively inexpensive, portable and
easy-to-use monitoring system placed at a patient's bedside in hospital critical
care areas, especially operating rooms, recovery rooms, intensive care units and
emergency rooms. It is comprised of

         -     a portable unit including a computer and a display monitor,

         -     dual single-use, disposable sensors, called SomaSensors(R),

         -     proprietary software, and

         -     a preamplifier cable.

SomaSensors can be placed on both sides of a patient's forehead to offer
bi-lateral monitoring and are connected to the computer through the preamplifier
cable. The computer uses our proprietary software to analyze information
received from the SomaSensors and provides a continuous digital and trend
display on the monitor of an index of the oxygen saturation in the area of the
brain under the SomaSensors. Users of the Cerebral Oximeter are required to
purchase disposable SomaSensors on a regular basis because of their single-use
nature. We began shipping the model 4100 Cerebral Oximeter in the first quarter
of fiscal 1998. We began international shipments of the model 5100 Cerebral
Oximeter in August 1999. The model 5100 Cerebral Oximeter has the added
capability of being able to monitor pediatric patients. In September 2000, we
received clearance from the FDA to market the model 5100 Cerebral Oximeter in
the United States and began shipping the model 5100 Cerebral Oximeter in the
United States.

         Our objective is to establish the Cerebral Oximeter as a standard of
care in surgical procedures requiring general anesthesia and in other critical
care situations.

         We develop and market the CorRestore System, which includes a cardiac
implant designed by CorRestore LLC, for use in cardiac repair and
reconstruction, including heart surgeries called surgical ventricular
restoration, or SVR. During SVR, the surgeon restores an enlarged,
poorly-functioning left ventricle to more normal size and function by inserting
an implant, in most instances, or closing the defect

                                       2
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directly. We entered into a License Agreement as of June 2, 2000 giving us
exclusive, worldwide, royalty-bearing licenses to specified rights relating to
the CorRestore System, subject to the terms and conditions of the license
agreement. In November 2001 we received clearance from the FDA to market the
CorRestore patch in the United States. The first surgical procedure using the
CorRestore System was performed in January 2002. We began shipping the
CorRestore System in the first quarter of fiscal 2002. Our objective is to have
the CorRestore System used in SVR surgeries in the United States, and to obtain
regulatory clearances or approvals necessary to market the CorRestore System in
international markets. Our initial target market is SVR surgeries on patients
with dilated ischemic cardiomyopathy due to a previous myocardial infarction
involving the anterior wall of the ventricle. Ischemic cardiomyopathy is a
damaged heart muscle caused by the obstruction of the inflow of blood from the
arteries, resulting in an enlarged ventricle. Myocardial infarction is the death
of an area of the middle muscle layer in the heart wall.

MARKET OVERVIEW

Industry Background

         The brain is the human organ least tolerant of oxygen deprivation.
Without sufficient oxygen, brain damage may occur within a few minutes, which
can result in paralysis, severe and complex disabilities, or death. Undetected
brain hypoxia, which is the insufficiency of oxygen delivery, and ischemia,
which is tissue oxygen starvation due to the obstruction of the inflow of
arterial blood, are common causes of brain damage and death during and after
many surgical procedures and in other critical care situations. A December 1996
article in The New England Journal of Medicine and a March 1998 article in The
Lancet reported separately on the results of multi-center studies involving
surgeries. The New England Journal of Medicine article concluded that adverse
cerebral outcomes after coronary artery bypass graft surgery are relatively
common and serious and are associated with substantial increases in death,
length of hospitalization and use of intermediate- or long-term care facilities.
Adverse cerebral outcomes occurred in 6.1% of the patients included in the
study. The Lancet article reported that approximately 26% of patients over age
60 who had major abdominal or orthopedic surgery under general anesthesia
experienced a neurological injury. Additional studies have estimated that a
higher percentage of patients experience some neurological decline after heart
surgery and that insufficient oxygen delivery to the brain is a frequent cause
of this problem. The Lancet article reported that injured patients require more
assistance with everyday actions, and The New England Journal of Medicine
article further concluded that new diagnostic and therapeutic strategies must be
developed to lessen these injuries.

         Oxygen is carried to the brain by hemoglobin in the blood. Hemoglobin
passes through the lungs, bonds with oxygen and is pumped by the heart through
arteries and capillaries to the brain. Brain cells extract the oxygen and the
blood carries away carbon dioxide through the capillaries and veins back to the
lungs. Brain oxygen imbalances can be caused by several factors, including
changes in oxygen saturation, which is the percentage of hemoglobin contained in
a given amount of blood which carries oxygen, in the arteries, blood flow to the
brain, hemoglobin concentration and oxygen consumption by the brain.

         Brain oxygen information is important in surgical procedures requiring
general anesthesia, in other critical care situations with a high risk of brain
oxygen imbalances, as well as in the treatment of patients with head injuries or
strokes. These procedures include

         -     heart surgeries,

         -     heart blood vessel surgeries,

         -     other blood vessel surgeries,

         -     surgeries involving elderly patients,

                                       3
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         -     any neurosurgery,

         -     major surgeries involving the neck,

         -     transplant surgeries,

         -     treatment of patients with diseases resulting from high blood
               pressure,

         -     lung problems,

         -     head, organ or heart injuries, and

         -     treatment of patients suffering from strokes.

These patients are most commonly found in operating rooms as well as in the
other critical care areas of hospitals, especially recovery rooms, intensive
care units and emergency rooms. We believe that medical professionals need
immediate and continuous information about changes in the oxygen levels in the
blood in the brain to identify brain oxygen imbalances. After they are alerted
to these imbalances, medical professionals have the information to take
corrective action through the introduction of medications, anesthetic agents or
mechanical intervention, potentially improving patient outcome and reducing the
costs of care. Immediate and continuous information about changes in brain
oxygen levels also provides immediate feedback regarding the adequacy of the
selected therapy. Equally important, without information about brain oxygen
levels, therapy that may not be necessary might be initiated to assure adequate
brain oxygen levels. Unnecessary therapy can have an adverse impact on patient
safety and increase hospital costs.

         A 1999 independent industry report estimates that there are
approximately 60,000 operating rooms worldwide performing approximately 50
million surgeries involving general anesthesia every year. Industry sources
estimate that, in 1993, there were more than 4.4 million surgeries involving the
heart or the blood vessels around the heart in the United States. Such surgeries
include more than 600,000 open heart surgeries and 89,000 carotid
endarterectomies, which is the removal of blockage in the artery.

         Currently, several different methods are used to detect one or more of
the factors affecting brain oxygen levels or the effects of brain oxygen
imbalances. These methods include

         -     invasive jugular bulb catheter monitoring,

         -     transcranial Doppler,

         -     electroencephalograms, or EEGs,

         -     intracranial pressure monitoring, and

         -     neurological examination.

These methods have not been widely adopted to monitor brain oxygen levels in
critical care situations for a variety of reasons. The use of any of these
methods is limited because it is either

         -     expensive,

         -     difficult or impractical to use as a brain monitor,

         -     invasive,

         -     not available under some circumstances, such as when the patient
               is unconscious or has suppressed neural activity,

         -     not able to measure all of the factors that may affect brain
               oxygen imbalances,

         -     not organ specific,

         -     not able to provide continuous information, or

         -     able to measure only the effects of brain oxygen imbalances.

         Arterial oxygen saturation is only one of the factors that can affect
oxygen imbalances in the brain. Pulse oximetry measures oxygen saturation in the
arteries. It is non-invasive, uses optical

                                       4
<PAGE>
spectroscopy and has become a standard of care for measuring arterial oxygen
saturation in critical care situations. However, pulse oximeters require a
strong pulse, making them unavailable during bypass surgeries, surgeries
involving induced hypothermia or any other time the patient does not have a
strong peripheral pulse. Pulse oximeters provide information about the oxygen
saturation of the arteries in a finger or earlobe, not oxygen imbalances in the
brain. Changes in the oxygen balance in the brain may not have any affect on the
oxygen levels in a finger or earlobe. For example, a blocked artery to the brain
would affect oxygen in the brain, but would not affect the amount of oxygen in
the arteries in the finger.

         The Cerebral Oximeter is the only non-invasive monitoring system
commercially available in the United States that provides continuous information
about changes in the blood oxygen level in the brain. It is easy to use and
relatively inexpensive, and provides medical professionals with information to
help them identify brain oxygen imbalances. This information may help medical
professionals intervene in a timely manner to correct brain oxygen imbalances,
provide feedback regarding the adequacy of the selected therapy and provide
medical professionals with additional assurance when they make decisions
regarding the need for therapy, thereby potentially improving patient outcome
and reducing the cost of care.

Market Trends

         We believe the market for our products is driven by the following
market trends:

         Less Invasive Medical Procedures. We believe there is a trend toward
less invasive medical procedures. Notable examples include laparoscopic
procedures in general surgery and arthroscopic procedures in orthopedic surgery.
Such procedures are designed to reduce trauma, thereby decreasing complications,
reducing pain and suffering, speeding recovery and decreasing costs associated
with patient care. We also believe that there is a trend to minimize invasive
procedures relating to the brain to increase the safety of patients and medical
professionals, reduce recovery time and minimize costs.

         Demand to Reduce Health Care Costs. Hospitals in the United States are
increasingly faced with direct economic incentives to control health care costs
through improved labor productivity, shortened hospital stays and more selective
performance of medical procedures and use of facilities and equipment. Hospitals
often receive a fixed fee from Medicare, managed care organizations and private
insurers based on the disease diagnosed, rather than based on the services
actually performed. Therefore, hospitals are increasingly focused on avoiding
unexpected costs, such as those associated with increased hospital stays
resulting from patients with brain damage or other adverse outcomes following
surgery. This focus on avoiding unexpected costs is especially pronounced in the
operating room and other hospital critical care areas due to their high
operating costs. The economic and human costs of brain damage can be tremendous.
Even short extensions of hospital stays resulting from brain damage can be
expensive. In addition, over-treating a patient as a result of lack of knowledge
about brain oxygen levels can result in unnecessary costs.

         Organ-Specific Monitoring; Current Emphasis on the Brain. We believe
that physicians and hospitals are increasingly interested in monitoring the
status of specific organs in the body, especially the brain. We also believe
there is an increased interest in understanding how the brain functions and in
finding ways to prevent injury to the brain and finding cures to diseases
affecting the brain. We believe that this interest has led to a greater focus on
monitoring the brain, both to determine how it functions and to monitor the
effects of various actions on the brain.

         Aging Population. According to the Administration on Aging, United
States Department of Health and Human Services, approximately 33.5 million
persons in the United States were age 65 or older in 1995, representing 13% of
the population. The number of Americans age 65 or older increased by

                                       5
<PAGE>
approximately 2.3 million, or 7%, between 1990 and 1995, compared to an increase
of 5% for the under-65 population. The Administration on Aging predicts that the
number of Americans age 65 or older will increase to approximately 39.4 million
by the year 2010 and to approximately 69.4 million by the year 2030. We believe
that older patients require a higher level of medical care using more procedures
in which the patient or the procedure involves a risk of brain oxygen
imbalances.

BUSINESS STRATEGY

         Our objective is to establish the Cerebral Oximeter as a standard of
care in surgical procedures requiring general anesthesia and in other critical
care situations. Key elements of our strategy are as follows:

         Target Surgical Procedures With a High Risk of Brain Oxygen Imbalances.
We target surgical procedures with a high risk of brain oxygen imbalances,
primarily cardiac surgeries, as well as other blood vessel surgeries, such as
carotid artery surgeries, and surgeries involving elderly patients. We believe
that the medical professionals involved in these surgeries are the most aware of
the risks of brain damage resulting from brain oxygen imbalances. Therefore, we
believe that it will be easier to demonstrate the clinical benefits of the
Cerebral Oximeter and potentially gain market acceptance for our products in
connection with these surgeries.

         Demonstrate Clinical Benefits and Promote Acceptance of the Cerebral
Oximeter. We sponsor clinical studies using the Cerebral Oximeter to provide
additional evidence of its benefits. We use the resulting publication of any
favorable peer-reviewed papers to help convince the medical community of the
clinical benefits of the Cerebral Oximeter. We also promote acceptance of the
Cerebral Oximeter in the medical community by encouraging surgeons,
anesthesiologists, perfusionists and nurses in leading hospitals, whose opinions
and practices we believe are valued by other hospitals and physicians, to use
the Cerebral Oximeter on a trial basis. We believe that successful evaluations
of the Cerebral Oximeter by these medical professionals will accelerate the
acceptance of the Cerebral Oximeter by other medical professionals. We are
sponsoring discussions among physicians who have used the Cerebral Oximeter
about its clinical benefits.

         Invest in Marketing and Sales Activities. We have established a
distribution network consisting of our direct sales employees, independent sales
representatives and distributors. We invest in our marketing and sales efforts
to increase the medical community's exposure to our INVOS technology and the
Cerebral Oximeter, including continued participation in trade shows and medical
conferences, and ongoing product evaluations. We are marketing our products
through our existing sales force and independent sales representatives and we
leverage our sales resources through the use of our distributors, including Tyco
Healthcare, formerly Nellcor Puritan Bennett Export, Inc., in Europe and Canada,
and Edwards Lifesciences Ltd., formerly Baxter Limited, in Japan.

         License Our Technology to Medical Device Manufacturers. We plan to
license our Cerebral Oximeter technology to other medical device manufacturers
to expand the installed base of Cerebral Oximeters and increase the demand for
SomaSensors. Such a license might be made to a company interested in
incorporating the Cerebral Oximeter into a multi-function monitor. We believe
that such an arrangement could provide another distribution channel for our
Cerebral Oximeter. We, however, have no current commitments for any such
licenses.

         Develop Additional Applications of the Cerebral Oximeter. In September
2000, we received clearance from the FDA to market the model 5100 Cerebral
Oximeter in the United States. The model 5100 Cerebral Oximeter has the added
capability of being able to monitor pediatric patients. Over the longer term, we
expect to focus efforts on developing product-line extensions of the Cerebral

                                       6
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Oximeter for use on newborns and in other non-brain tissue applications. We
believe that these natural extensions of our existing products will increase the
market for the Cerebral Oximeter without the more significant development
efforts required for entirely new products. Research conducted on children has
resulted in a SomaSensor that can fit smaller heads. We believe that
non-invasive monitoring is especially important in this patient population, as
they generally have lower oxygen reserves than adults, have less blood volume
from which to make invasive blood gas measurements and are less tolerant of
painful skin punctures and infections.

PRODUCTS AND TECHNOLOGY

The Cerebral Oximeter

         Our Cerebral Oximeter is the only non-invasive patient monitoring
system commercially available in the United States that provides continuous
information about changes in the blood oxygen level in the brain. It is a
portable and easy-to-use monitoring system that is placed at a patient's bedside
in hospital critical care areas, especially operating rooms, recovery rooms,
ICUs and emergency rooms. Surgeons, anesthesiologists, perfusionists and other
medical professionals use the information provided by the Cerebral Oximeter to
identify brain oxygen imbalances and take corrective action, potentially
improving patient outcome and reducing the cost of care. Once the cause of a
cerebral oxygen imbalance is identified and therapy is initiated, the Cerebral
Oximeter provides immediate feedback regarding the adequacy of the selected
therapy. It can also provide medical professionals with an additional level of
assurance when they make decisions regarding the need for therapy.

         Unlike some existing monitoring methods, the Cerebral Oximeter
functions even when the patient is unconscious, lacks a strong peripheral pulse
or has suppressed neural activity. The measurement made by the Cerebral Oximeter
is dominated by the blood in the veins. Therefore, it responds to the changes in
factors that affect the balance between cerebral oxygen supply and demand,
including changes in arterial oxygen saturation, cerebral blood flow, hemoglobin
concentration and cerebral oxygen consumption. The Cerebral Oximeter responds to
global changes in brain oxygen levels and to events that affect the brain oxygen
levels in the region beneath the SomaSensor.

         The Cerebral Oximeter monitoring system is comprised of

         -    a portable unit including a computer and a display monitor,

         -    dual single-use, disposable sensors, called SomaSensors,

         -    proprietary software, and

         -    a preamplifier cable.

         SomaSensors can be placed on both sides of a patient's forehead to
offer bi-lateral monitoring and are connected to the computer through the
preamplifier cable. The SomaSensors continuously transmit and receive
predetermined wavelengths of light sent through the scalp, muscle and skull into
the brain tissue. The computer receives the information about the intensity of
the light scattered by the blood and tissue in the area being monitored. The
computer uses our proprietary software to analyze this information and provide a
continuous digital and trend display on the monitor of an index of the oxygen
saturation in the area of the brain under the SomaSensors.

         The portable unit includes menus that make it easy for users to set
high and low audible alarms, customize the display and retrieve data.
Single-function keys provide a convenient means to turn on the Cerebral
Oximeter, silence alarms, mark important events and print results that can be
stored for up to 24 hours and retrieved by a variety of standard,
commercially-available printers. The model 4100 and model

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5100 Cerebral Oximeters each measure approximately 9 inches wide, 8
inches high, and 8 inches deep and weigh approximately 15 pounds.

         Our suggested list prices in the United States are as follows: the
model 4100 Cerebral Oximeter $18,000, the model 5100 Cerebral Oximeter $25,000,
the adult SomaSensor $95.00, and the pediatric SomaSensor $125.00. Users of the
Cerebral Oximeter are required to purchase disposable SomaSensors on a regular
basis. The SomaSensor may only be used once because after one use it may become
contaminated and we do not warrant its effectiveness after one use. We provide a
one-year warranty on the Cerebral Oximeter, which we will satisfy by repairing
or exchanging those units in need of repair, and we offer service for the
Cerebral Oximeter for a fee after the warranty expires.

         The following table summarizes the principal features and related
benefits of the Cerebral Oximeter:

<TABLE>
<CAPTION>
                FEATURES                                              BENEFITS
------------------------------------                 --------------------------------------------
<S>                                                  <C>
FDA-cleared                                          - Access to United States and certain foreign markets
Non-invasive                                         - Consistent with market trend toward less invasive medical
                                                       procedures
                                                     - No risk to patients and medical professionals
                                                     - No added patient recovery costs
Continuous Information                               - Immediate information regarding brain oxygen imbalances
                                                     - Real-time guide to therapeutic interventions
Organ-Specific Information                           - Provides information about oxygen imbalances in both sides
                                                       of the brain
Relatively Inexpensive                               - Low cost relative to other brain monitors and medical devices
                                                     - Small portion of the cost of the procedures in which it is used
                                                     - New information can potentially improve patient outcome and
                                                       reduce the cost of care
Easy-to-Use                                          - Does not require a trained technician to operate or interpret
                                                     - Automatic SomaSensor calibration
                                                     - Simple user interface and controls
                                                     - Audible alarm limits
Effective in Difficult Circumstances                 - Provides information when the patient is unconscious, lacks a
                                                       strong peripheral pulse or has suppressed neural activity,
                                                       specifically during cardiac arrest, hypothermia,
                                                       hypertension, hypotension and hypovolemia
                                                     - Indicates oxygen imbalances in the brain, not just blood flow,
                                                       oxygenation of the arteries or the effects of imbalances
Portable                                             - Placed at patient's bedside
</TABLE>

Optical Spectroscopy Technology

         Our proprietary In Vivo Optical Spectroscopy, or INVOS, technology is
based primarily on the physics of optical spectroscopy. Optical spectroscopy is
the interpretation of the interaction between matter and light. Spectrometers
and spectrophotometers function primarily by shining light through matter and
measuring the extent to which the light is transmitted through, or scattered or
absorbed by, the matter. Physicians and scientists can use spectrophotometers to
examine human blood and tissue. Although most human tissue is opaque to ordinary
light, some wavelengths penetrate tissue more easily than others. Therefore, by
shining appropriate wavelengths of light into the body and measuring its
transmission, scattering and absorption, or a combination, physicians can obtain
information about the matter under analysis. Optical spectroscopy generates no
ionizing radiation and produces no known hazardous effects.

                                       8
<PAGE>
         Optical spectroscopy was first used clinically in the 1940s at the
Sloan-Kettering Institute for cancer research. The pulse oximeter uses optical
spectroscopy to determine the oxygen saturation of the blood in the arteries in
peripheral tissue, such as in a finger or an earlobe. By identifying the
hemoglobin and the oxygenated hemoglobin and measuring the relative amounts of
each, oxygen saturation of hemoglobin can be measured. However, optical
spectroscopy was generally not useful when the substances to be measured were
surrounded by, were behind, or were near bone, muscle or other tissue, because
they produce extraneous data that interferes with analysis of the data from the
area being examined.

INVOS Technology

         The Cerebral Oximeter is based on our INVOS technology. In 1982, we
began developing a spectroscopic instrument to measure breast tissue
abnormalities. Our first product, the Somanetics INVOS 2100 System, used the
same INVOS technology as the Cerebral Oximeter. Later, we began analyzing the
use of INVOS technology to measure changes in cellular metabolism in the brain.
Early studies conducted with the Henry Ford Neurosurgical Institute demonstrated
the ability of our INVOS technology to make measurements that were highly
correlated to controlled changes in animal brain cell metabolism. In 1988, we
began clinical studies of the Cerebral Oximeter on human patients in operating
rooms, emergency rooms and intensive care units at Henry Ford Hospital and later
at Bowman Gray School of Medicine and Mount Sinai Medical Center.

         Like other applications of optical spectroscopy, INVOS analyzes various
characteristics of human blood and tissue by measuring and analyzing
low-intensity visible and near-infrared light transmitted into portions of the
body. It measures the composition of substances by detecting the effect they
have on light. The INVOS technology measurement is made by transmitting
low-intensity visible and near-infrared light through a portion of the body and
detecting the manner in which the molecules of the exposed substance interact
with light at specific wavelengths. INVOS technology detects this interaction by
measuring the intensity of the various wavelengths of light received by light
sensors. By measuring the effect on specific wavelengths of light caused by
oxygenated hemoglobin contained in blood in the region of the brain being
monitored, the Cerebral Oximeter can monitor changes in the approximate oxygen
saturation of the hemoglobin in that region of the brain.

         We have developed a method of reducing extraneous spectroscopic data
caused by surrounding bone, muscle and other tissue. This method allows us to
gather information about portions of the body that previously could not be
analyzed using traditional optical spectroscopy. The dual detector design of the
SomaSensor enables us to measure scattered light intensities from the
intermediate tissues of skin, muscle and skull in a separate process. Each
SomaSensor contains two light detectors and a light source. While both detectors
receive similar information about the tissue outside the brain, the detector
further from the light source detects light that has penetrated deeper into the
brain, and, therefore, receives more information specific to the brain than does
the detector closer to the light source. By subtracting the two measurements,
INVOS technology is able to suppress the influence of the tissues outside the
brain to provide a measurement of changes in brain oxygen saturation.

                                       9
<PAGE>
RESEARCH AND DEVELOPMENT

         We are currently focusing our research and development efforts on the
advancement of the design and production processes of the Cerebral Oximeter and
SomaSensor. Over the longer term, we expect to focus efforts on developing
product-line extensions of the Cerebral Oximeter for use on newborns, other
non-brain tissue applications, and advancement of the design and production
processes of the Cerebral Oximeter and SomaSensor. In September 2000, we
received clearance from the FDA to market the model 5100 Cerebral Oximeter in
the United States. The model 5100 Cerebral Oximeter has the added capability of
being able to monitor pediatric patients. We have redesigned the SomaSensor for
use on smaller heads. We believe that non-invasive monitoring is especially
important in this patient population, as they generally have lower oxygen
reserves than adults, have less blood volume from which to make invasive blood
gas measurements, and are less tolerant of painful skin punctures and
infections.

         We spent $571,126 during fiscal 2002 on research, development and
engineering, $777,974 during fiscal 2001, and $513,816 during fiscal 2000.

MARKETING, SALES AND DISTRIBUTION

MARKETING

         The Cerebral Oximeter is for use on patients at risk of brain oxygen
imbalances. These patients are most commonly found in operating rooms undergoing
general anesthesia for various surgical procedures as well as in the other
critical care areas of hospitals, especially recovery rooms, intensive care
units and emergency rooms. After the Cerebral Oximeter is accepted in hospitals,
future markets might include free-standing operating rooms, clinics, ambulances
and nursing homes.

         We market the Cerebral Oximeter primarily to cardiac, cardiovascular
and vascular surgeons, neurosurgeons, anesthesiologists and perfusionists. We
believe that these specialists are the medical professionals most aware of the
risks of brain damage resulting from brain oxygen imbalances. We and our
distributors have concentrated our sales efforts on the larger hospitals in the
United States and selected foreign markets in which we have commenced commercial
sales, because theses hospitals have a larger volume of surgical procedures and
we consider them to be opinion leaders in the medical community. In addition, we
sponsor discussions among physicians who have used the Cerebral Oximeter about
its clinical benefits.

         We believe that favorable peer review is a key element to a product's
success in the medical equipment industry. Accordingly, we support clinical
research programs with third-party clinicians and researchers intended to
demonstrate the need for the Cerebral Oximeter and its clinical benefits with
the specific objective of publishing the results in peer-reviewed journals. The
research primarily consists of studies comparing cerebral oximetry measurements
with measures of patient outcome and hospital costs, including patient length of
stay, length of time on the ventilator, cognitive dysfunction and incidence of
stroke. In addition, fully randomized studies are being pursued that investigate
the ability of clinicians to improve patient outcomes and reduce hospital costs
by managing patients based on information provided by the Cerebral Oximeter. We
attend trade shows and medical conferences to introduce and promote the Cerebral
Oximeter and to meet medical professionals with an interest in performing
research and reporting their results in peer-reviewed medical journals and at
major international meetings. For example, a number of studies were presented in
2002 demonstrating the benefits of monitoring changes in regional brain blood
oxygen saturation using the Cerebral Oximeter:

                                       10
<PAGE>
    -    A 1,153-patient study in cardiac surgery conducted by Dr. Scott
         Goldman, M.D., Lankenau Hospital and Institute for Medical Research,
         found that patients whose regional brain blood oxygen saturation levels
         during cardiac surgery were maintained, by monitoring with the Cerebral
         Oximeter and intervening as needed, had significantly reduced stroke
         rates compared to patients undergoing similar surgeries in the year
         before the hospital adopted use of the Cerebral Oximeter. The monitored
         group of 362 patients had a stroke rate of 0.28%, significantly lower
         than the 1.77% stroke rate for the 791 patients in the unmonitored
         group. These findings suggest that even very low stroke rates can be
         significantly improved by monitoring regional brain blood oxygen
         saturation levels. These results were presented at the October 2002
         annual meeting of the Pennsylvania Society for Thoracic Surgeons in
         Miami Beach, Florida.

    -    A 399-patient prospective study performed at the University of Florida,
         Gainesville indicated an association between brain blood oxygen
         desaturation during major general, non-cardiac surgery in the elderly,
         as monitored with the Cerebral Oximeter, and cognitive dysfunction
         after the operation. The surgical procedures included major abdominal,
         orthopedic and gynecological surgeries that used general anesthesia for
         the patient and were two or more hours in length. In the group of
         patients who demonstrated cognitive decline, 62% suffered brain blood
         oxygen desaturations during the surgical procedure, compared to 8% for
         the patients that did not demonstrate a cognitive decline. These
         findings suggest that elderly patients undergoing any major surgical
         procedure may benefit from the monitoring and managing of brain oxygen
         saturation levels. These results were presented at the October 2002
         annual meeting of the American Society of Anesthesiologists in Orlando,
         Florida.

    -    A 12-patient ICU study of patients that suffered traumatic brain
         injuries conducted by Professor Alexander Brawanski, University of
         Regensburg, Regensburg, Germany, demonstrated that measurements of
         brain oxygen levels using the Cerebral Oximeter were highly correlated
         with the measurements taken using an oxygen probe inserted into the
         brain. The patients were monitored continuously over periods of days
         yielding over 100,000 simultaneous data points for analysis. This
         study, published in the Journal of Cerebral Blood Flow and Metabolism,
         provides data supporting the substitution of noninvasive cerebral
         oximetry in place of invasive brain probes in patients requiring
         continuous brain monitoring.

    -    A 17-patient observational study of patients undergoing resuscitation
         from cardiac arrest in a pre-hospital setting, conducted by Dr. Brian
         O'Neil, M.D. and associates, Wayne State University School of Medicine,
         demonstrated an association between low brain blood oxygen saturation
         levels during and following resuscitation, and patient death or poor
         neurologic outcomes. These findings were based on data collected using
         the Cerebral Oximeter on location and during the ambulance journey to
         the hospital. Using the Cerebral Oximeter allowed EMS personnel to
         focus on the brain in addition to the heart during cardiopulmonary
         resuscitation (CPR), and provided immediate feedback on the adequacy of
         some interventions undertaken to restart the heart. The results were
         presented at the May 2002 annual meeting of the Society for Academic
         Emergency Medicine in St. Louis, Missouri.

Sales and Distribution

         We sell the Cerebral Oximeter through our direct sales force,
independent sales representatives and independent distributors. In the United
States, we sell the Cerebral Oximeter through our seven direct salespersons, two
clinical specialists and nine independent sales representatives. Our sales
compensation and incentive plans are designed to motivate our direct sales force
by making half of their targeted

                                       11
<PAGE>
compensation dependent on meeting targeted sales levels. We believe that the
minimum selling cycle for new medical devices is approximately six to nine
months.

         Internationally, we have distribution agreements with six independent
distributors covering 59 countries for the model 4100 Cerebral Oximeter, and our
distribution agreements with four of those distributors cover 57 countries for
the model 5100 Cerebral Oximeter. Our distributors include Tyco Healthcare,
formerly Nellcor Puritan Bennett Export, Inc., part of Tyco International Ltd.,
in Europe and Canada, and Edwards Lifesciences Ltd., formerly Baxter Limited, in
Japan. Our agreement with Tyco Healthcare covers 40 countries for the model 4100
and model 5100 Cerebral Oximeters. In March 1995, we engaged Baxter Limited as
our exclusive distributor in Japan. In January 1999, the Japanese Ministry of
Health and Welfare licensed Baxter Limited to market the INVOS 4100 Cerebral
Oximeter in Japan. During 2002, Baxter Limited changed its name to Edwards
Lifesciences Ltd. as part of a corporate reorganization.

         During fiscal 1998, we began a no-cap sales program whereby we ship the
Cerebral Oximeter to the customer at no charge, and the customer agrees to
purchase at a premium a minimum monthly quantity of SomaSensors. It has been our
experience that the larger hospitals in the United States prefer to use this
method to acquire Cerebral Oximeters.

         We did not have any backlog of firm orders as of January 10, 2003 or as
of January 10, 2002. We generally do not have a backlog of firm orders.

         For a description of sales to major customers, see Note 10 of Notes to
Financial Statements included in Item 8 of this Report. Tyco Healthcare was our
largest customer in fiscal 2002, 2001 and 2000. We are dependent on our sales to
Tyco Healthcare, and the loss of them as a customer would have an adverse effect
on our business, financial condition and results of operations.

         Our export sales were approximately $1,348,000 for the fiscal year
ended November 30, 2002, $1,595,000 for the fiscal year ended November 30, 2001,
and $2,265,000 for the fiscal year ended November 30, 2000. See Note 10 of Notes
to Financial Statements. For a description of the breakdown of sales between
model 5100 Cerebral Oximeters, model 4100 Cerebral Oximeters, SomaSensors, and
CorRestore Systems, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Results of Operations."

MANUFACTURING

         We assemble the Cerebral Oximeter in our facilities in Troy, Michigan,
from components purchased from outside suppliers. We assemble the Cerebral
Oximeter to control its quality and costs and to permit us to make changes to
the Cerebral Oximeter faster than we could if third-parties assembled it. We
believe that each component is generally available from several potential
suppliers. The SomaSensor, the printed circuit boards, other mechanical
components and the unit enclosure are the primary components that must be
manufactured according to specifications provided by us. Although we are
currently dependent on one manufacturer of the SomaSensor, we believe that
several potential suppliers are available to assemble the components of the
Cerebral Oximeter. We would, however, require approximately three to four months
to change SomaSensor suppliers. We do not currently intend to manufacture on a
commercial scale the disposable SomaSensor or the components of the Cerebral
Oximeter.

         On June 11, 1998, we received ISO 9001 certification and met the
requirements under the European Medical Device Directive to use the CE Mark,
thereby allowing us to continue to market our

                                       12
<PAGE>
products in the European Economic Community. Our most recent ISO 9001 compliance
surveillance audit occurred in July 2002.

COMPETITION

         We do not believe there is currently any direct commercial competition
for the Cerebral Oximeter. We believe, however, that the market for cerebral
oximetry products is in the early stages of its development and, if it develops,
might become highly competitive. We are aware of foreign companies that have
sold products relating to cerebral metabolism monitoring for research or
evaluation.

         The medical products industry is characterized by intense competition
and extensive research and development. Other companies and individuals are
engaged in research and development of non-invasive cerebral oximeters, and we
believe there are many other potential entrants into the market. Some of these
potential competitors have well established reputations, customer relationships
and marketing, distribution and service networks, and have substantially longer
histories in the medical products industry, larger product lines and greater
financial, technical, manufacturing, research and development and management
resources than ours. Many of these potential competitors have long-term product
supply relationships with our potential customers. These potential competitors
might develop products that are at least as reliable and effective as our
products, that make additional measurements, or that are less costly than our
products. These potential competitors might be more successful than we are in
manufacturing and marketing their products and might be able to take advantage
of the significant time and effort we have invested to gain medical acceptance
of cerebral oximetry. In addition, two patents issued to an unaffiliated third
party and relating to cerebral oximetry expired in 2000, one patent issued to an
unaffiliated third party and relating to cerebral oximetry expired in 1999, and
two patents issued to an unaffiliated third party and relating to cerebral
oximetry expired in 1998. These expired patents make that technology generally
available and potentially help the development of competing products. See
"Market Overview."

         We also compete indirectly with the numerous companies that sell
various types of medical equipment to hospitals for the limited amount of
funding allocated to capital equipment in hospital budgets. The market for
medical products is subject to rapid change due to an increasingly competitive,
cost-conscious environment and to government programs intended to reduce the
cost of medical care. Many of these manufacturers of medical equipment are
large, well-established companies whose resources, reputations and ability to
leverage existing customer relationships might give them a competitive advantage
over us. Our products and technology also compete indirectly with many other
methods currently used to measure blood oxygen levels or the effects of low
blood oxygen levels.

         We believe that a manufacturer's reputation for producing accurate,
reliable and technically advanced products, references from users, features
(speed, safety, ease of use, patient convenience and range of applicability),
product effectiveness and price are the principal competitive factors in the
medical products industry.

PROPRIETARY RIGHTS INFORMATION

         We have fifteen United States patents and fifteen patents in various
foreign countries. Our patents basically cover methods and apparatus for
introducing light into a body part and receiving, measuring and analyzing the
resulting light and its interaction with tissue. These methods also involve
receiving, measuring and analyzing the light transmissivity of various body
parts of a single subject, as well as of body parts of different subjects, which
provides a standard against which a single subject can be compared. Although we
believe that one or more of our issued patents cover some of the underlying

                                       13
<PAGE>
technology used in the Cerebral Oximeter, only ten of the issued patents
expressly refer to examination of the brain or developments involving the
Cerebral Oximeter.

         Our initial United States patent, covering the in vivo tissue
examination technology developed in conjunction with the INVOS 2100 and its
predecessor, the SOMA 100, was allowed and issued in 1986 and will expire on
October 14, 2003. We do not expect the expiration of this patent to have a
material effect on our business. The corresponding Canadian patent was issued in
1987, the corresponding European Community patent was issued in 1990, with
related patents issued in the ten Western European countries that were then
member states, and the corresponding Japanese patent was issued in 1991. Our
fourteen additional United States patents expire on various dates from February
2005 to December 2014. We also have one patent application pending in the United
States and a number of patent applications in various foreign countries with
respect to other aspects of our technology relating to the interaction of light
with tissue.

         Many other patents have previously been issued to third parties
involving optical spectroscopy and the interaction of light with tissue, some of
which relate to the use of optical spectroscopy in the area of brain metabolism
monitoring, the primary use of the Cerebral Oximeter. No patent infringement
claims have been asserted against us.

         In addition to our patent rights, we have obtained United States
Trademark registrations for our trademarks "SOMANETICS," "SOMAGRAM," "INVOS,"
"SOMASENSOR" and "WINDOW TO THE BRAIN." We have also obtained registrations of
our basic mark, "SOMANETICS," in eleven foreign countries.

         We also rely on trade secret, copyright and other laws and on
confidentiality agreements to protect our technology, but we believe that
neither our patents nor other legal rights will necessarily prevent third
parties from developing or using similar or related technology to compete
against our products. Moreover, our technology primarily represents improvements
or adaptations of known optical spectroscopy technology, which might be
duplicated or discovered through our patents, reverse engineering or both.

GOVERNMENT REGULATION

         The testing, manufacture and sale of our products are subject to
regulation by numerous governmental authorities, principally the FDA and
corresponding state and foreign agencies. Pursuant to the Federal Food, Drug,
and Cosmetic Act, and the related regulations, the FDA regulates the preclinical
and clinical testing, manufacture, labeling, distribution and promotion of
medical devices. If we do not comply with applicable requirements, we can be
subject to, among other things,

         -    fines,

         -    injunctions,

         -    civil penalties,

         -    recall or seizure of products,

         -    total or partial suspension of production,

         -    failure of the government to grant premarket clearance or
              premarket approval for devices,

         -    withdrawal of marketing clearances or approvals and

         -    criminal prosecution.

         A medical device may be marketed in the United States only if the FDA
gives prior authorization, unless it is subject to a specific exemption. Devices
classified by the FDA as posing less risk than class

                                       14
<PAGE>
III devices are categorized as class I or II and are eligible to seek "510(k)
clearance." 510(k) clearance generally is granted when submitted information
establishes that a proposed device is "substantially equivalent" in intended use
and other factors, such as technological characteristics, to a class I or II
device already legally on the market or to a "preamendment" class III device,
which is one that has been in commercial distribution since before May 28, 1976,
for which the FDA has not called for PMA applications, which are defined below.
In recent years, the FDA has been requiring a more rigorous demonstration of
substantial equivalence than in the past, including requiring clinical trial
data in many cases. For any devices that are cleared through the 510(k) process,
modifications or enhancements that could significantly affect safety or
effectiveness, or constitute a major change in the intended use of the device,
will require new 510(k) submissions. We believe that it now usually takes from
three to six months from the date of submission to obtain 510(k) clearance, but
it can take substantially longer. We cannot assure you that any of our devices
or device modifications will receive 510(k) clearance in a timely fashion, or at
all. The Cerebral Oximeter has been categorized as a class II device. The
CorRestore patch has been categorized as a class II device.

         A device requiring prior marketing authorization that does not qualify
for 510(k) clearance is categorized as class III, which is reserved for devices
classified by the FDA as posing the greatest risk, such as life-sustaining,
life-supporting or implantable devices, or devices that are not substantially
equivalent to a legally marketed class I or class II device. A class III device
generally must receive approval of a premarket approval, or PMA, application,
which requires proving the safety and effectiveness of the device to the FDA.
The process of obtaining PMA approval is expensive and uncertain. We believe
that it usually takes from one to three years after filing, but it can take
longer, and some are never approved.

         If human clinical trials of a device are required, whether for a 510(k)
or a PMA application, and the device presents a "significant risk," the sponsor
of the trial, which is usually the manufacturer or the distributor of the
device, will have to file an investigational device exemption, or IDE,
application before beginning human clinical trials. The IDE application must be
supported by data, typically including the results of animal and laboratory
testing. If the IDE application is approved by the FDA and one or more
appropriate Institutional Review Boards, or IRBs, human clinical trials may
begin at a specific number of investigational sites with a specific number of
patients, as approved by the FDA. If the device presents a "nonsignificant risk"
to the patient, a sponsor may begin the clinical trial after obtaining approval
for the study by the IRB at each clinical site without the need for FDA
approval.

         In June 1992, we received 510(k) clearance from the FDA to market the
Cerebral Oximeter in the United States for use on adults. We began commercial
shipments of Cerebral Oximeters and SomaSensors in May 1993. In November 1993,
we received notification that the FDA had rescinded our 510(k) clearance to
market the Cerebral Oximeter. As a result, all commercial sales of our product
were suspended. In February 1994, we resumed marketing our product in several
foreign countries. In June 1996, we received 510(k) clearance from the FDA to
market the Cerebral Oximeter, including the SomaSensor, in the United States. In
October 1997, we obtained FDA clearance for new advances in our INVOS technology
that are incorporated in our model 4100 Cerebral Oximeter. We introduced the
model 4100 Cerebral Oximeter in October 1997 and began shipments in the first
quarter of fiscal 1998. In September 2000, we received 510(k) clearance from the
FDA to market the model 5100 Cerebral Oximeter in the United States. The model
5100 Cerebral Oximeter has the added capability of being able to monitor
pediatric patients.

         In October 1997, we obtained FDA clearance for advances in our INVOS
technology that are incorporated in our model 4100 Cerebral Oximeter. We made
additional minor changes to the model 3100A Cerebral Oximeter that resulted in
the model 4100 Cerebral Oximeter and we have made additional minor changes to
the SomaSensor. We do not believe that these changes could significantly

                                       15
<PAGE>
affect the safety or efficacy of the Cerebral Oximeter or the SomaSensor and,
therefore, we believe that these changes do not require the submission of a new
510(k) notice. The FDA, however, could disagree with our determination not to
submit a new 510(k) notice for the model 4100 Cerebral Oximeter or SomaSensor
and could require us to submit a new 510(k) notice for any changes made to the
device. If the FDA requires us to submit a new 510(k) notice for our model 4100
Cerebral Oximeter or SomaSensor or for any device modification, we might be
prohibited from marketing the modified device until the 510(k) notice is cleared
by the FDA.

         In November 2001 we received clearance from the FDA to market the
CorRestore patch in the United States.

         Any devices we manufacture or distribute pursuant to FDA clearances or
approvals are subject to pervasive and continuing regulation by the FDA and some
state agencies. Manufacturers of medical devices marketed in the United States
must comply with detailed Quality System Regulation, or QSR, requirements, which
include testing, control, documentation and other quality assurance procedures.
Manufacturers must also comply with Medical Device Reporting requirements. These
requirements require a manufacturer to report to the FDA any incident in which
its product may have caused or contributed to a death or serious injury, or in
which its product malfunctioned and, if the malfunction were to recur, it would
likely cause or contribute to a death or serious injury. Labeling and
promotional activities are subject to scrutiny by the FDA and, in some
circumstances, by the Federal Trade Commission. Current FDA enforcement policy
prohibits promoting approved medical devices for unapproved uses.

         We are subject to routine inspection by the FDA and some state agencies
for compliance with QSR requirements and other applicable regulations. Our most
recent FDA QSR inspection occurred in October 2001. We are also subject to
numerous federal, state and local laws relating to such matters as safe working
conditions, manufacturing practices, environmental protection, fire hazard
control and disposal of hazardous or potentially hazardous substances.

         If any of our current or future FDA clearances or approvals are
rescinded or denied, sales of our applicable products in the United States would
be prohibited during the period we do not have such clearances or approvals. In
such cases we would consider shipping the product internationally and/or
assembling it overseas if permissible and if we determine such product to be
ready for commercial shipment. The FDA's current policy is that a medical device
that is not in commercial distribution in the United States, but which needs
510(k) clearance to be commercially distributed in the United States, can be
exported without submitting an export request and prior FDA clearance provided
that

         -    the company believes the device can be found to be substantially
              equivalent through a 510(k) submission,

         -    the device is labeled and intended for export only,

         -    the device meets the specifications of the foreign purchaser, and

         -    other conditions of the export provisions of the Federal Food,
              Drug, and Cosmetic Act and the Export Reform Act have been met.

Rules for export of PMA devices are more stringent.

         Congress has enacted the Medical Device User Fee Modernization Act of
2002. Among other things, this law has provisions which affect the assessment of
user fees for product approvals and clearances. Given the recent enactment of
this law, the effect of the law as it relates to us and our products is still
unknown.

                                       16
<PAGE>
SEASONALITY

         Our business is seasonal. Our third quarter sales have typically been
lower, compared to other fiscal quarters, principally because the fiscal quarter
coincides with the summer vacation season, especially in Europe, the United
States and Japan.

THE CORRESTORE SYSTEM

Market Overview

         Congestive heart failure is when the heart is unable to pump enough
blood to meet the circulation needs of the body. It is the number one cause of
death for persons over age 65. Approximately 5,000,000 persons in the United
States have been diagnosed with congestive heart failure, and each year an
estimated 550,000 additional persons in the United States are diagnosed with
this condition. An estimated 30% of those with congestive heart failure are in
Class III or IV, based on the New York Heart Association classifications. These
classifications divide patients into four classes based on how debilitating
their condition is. Of these patients in Classes III and IV, only approximately
61% survive one year after they are diagnosed with congestive heart failure,
and, for all classes, there is a 40% annualized rate of admission to the
hospital for congestive heart failure.

         One of the many causes of congestive heart failure is dilated
cardiomyopathy, which is generally a disease that damages the heart muscle,
resulting in an enlarged ventricle. The left ventricle is the chamber of the
heart that pumps the blood through the body. Most cases of congestive heart
failure result from the failure of the left ventricle and the resulting backup
of fluid in the lungs. As a result of dilated cardiomyopathy, the muscles in the
ventricle become thinner and weaker, the ventricle becomes enlarged, and it is
not able to pump blood through the body with enough force. Often the body reacts
with short-term solutions that further damage the muscle. Drug therapies can be
used to treat congestive heart failure, but they often only relieve symptoms or
reduce the body's reactions to the problem with the pump.

         Surgical ventricular restoration is a surgical technique that can be
used to treat some patients suffering from congestive heart failure. It involves
reducing the size of the ventricle to restore more normal function. During SVR,
the surgeon restores an enlarged, poorly functioning left ventricle to more
normal size and function by inserting an implant, in most instances, or closing
the defect directly. One study of SVR surgeries using existing dacron patches
indicates a higher 12-month, 18-month and 36-month survival rate and a lower
hospital re-admission rate for patients undergoing SVR. Two heart surgeons and
their company, CorRestore LLC, have designed and patented a patch for use in SVR
that they believe is easier to implant and provides a better seal against leaks
at the perimeter than existing patches, which are formed by the surgeon during
the surgery out of dacron or bovine pericardium tissue. These existing patches
take time for the surgeon to form, can be difficult to insert, and can leak
around the edges. Therefore, we believe it will be possible to demonstrate the
clinical benefits of the CorRestore System and to gain market acceptance for
this product in connection with these surgeries.

         We believe that the trends in aging of the population and the demand to
reduce health care costs, and the increased survival rate after initial heart
problems, will increase the number of persons diagnosed with congestive heart
failure and will increase the demand for procedures that can increase the
survival rate and decrease the hospital re-admission rate for these patients.

                                       17
<PAGE>
Business Strategy

         Our objective is to have the CorRestore System used in SVR surgeries in
the United States, and to obtain regulatory clearances or approvals necessary to
market the CorRestore System in international markets. Key elements of our
strategy are as follows:

         Obtain Regulatory Clearances or Approvals for the CorRestore System. We
are currently working to obtain regulatory approvals for the CorRestore System
in international markets, including CE certification. In November 2001 we
received clearance from the FDA to market the CorRestore patch in the United
States.

         Target and Promote Surgical Procedures Where Benefits Have Been
Demonstrated. Our initial target market is SVR surgeries on Class III and IV
congestive heart failure patients with dilated ischemic cardiomyopathy due to a
previous myocardial infarction in the anterior wall of the left ventricle.
Dilated ischemic cardiomyopathy is a damaged heart muscle caused by the
obstruction of the inflow of blood from the arteries and resulting in an
enlarged ventricle. Myocardial infarction is death of an area of the middle
muscle layer in the heart wall. One study of SVR surgeries on these patients,
using patches that were formed by the surgeon during the surgery out of dacron,
indicates a higher 12-month, 18-month and 36-month survival rate and a lower
hospital re-admission rate for patients undergoing SVR. We promote SVR by
sponsoring education programs teaching SVR with the CorRestore System. We plan
to expand the program to more centers in 2003, providing regional access for
cardiac surgeons and primary-care physicians to obtain accredited continuing
medical education for learning SVR. Existing patches used in SVR take time for
the surgeon to form, can be difficult to insert, and can leak around the edges.
Therefore, we believe it will be possible to demonstrate the clinical benefits
of the CorRestore System and to gain market acceptance for this product in
connection with these surgeries.

         Demonstrate the Clinical Benefits and Promote Acceptance of the
CorRestore System. We expect to promote the acceptance of the CorRestore System
in the medical community by encouraging cardiac surgeons in leading hospitals,
whose opinions and practices we believe are valued by other hospitals and
physicians, to use the CorRestore System. We believe that the successful
evaluations of the CorRestore System by these medical professionals will
accelerate the acceptance of the CorRestore System by other medical
professionals.

         Invest in Marketing and Sales Activities. We sell the CorRestore System
through our direct sales force and independent sales representatives in the
United States. We expect to be dependent on international distributors for
international sales of the CorRestore System. We invest in marketing and sales
efforts to increase the medical community's exposure to SVR and the CorRestore
System, including participation in trade shows, conducting training seminars and
direct advertising. We have realized some synergies with our Cerebral Oximeter
selling efforts because our sales personnel call on some of the same customers
to sell both products. In addition, our SVR training programs have enabled us to
establish relationships that benefit both the CorRestore System and the Cerebral
Oximeter.

Product

         We are developing and marketing the CorRestore System for use in
cardiac repair and reconstruction, including heart surgeries called surgical
ventricular restoration, or SVR. During SVR, the surgeon restores an enlarged,
poorly functioning left ventricle to more normal size and function by inserting
an implant, in most instances, or closing the defect directly. SVR is currently
generally performed using a patch that is formed by the surgeon during the
surgery out of dacron or bovine pericardium tissue. These existing patches take
time for the surgeon to form, can be difficult to insert, and can leak around
the edges.

                                       18
<PAGE>
         As a result of these problems, the inventors developed a non-circular
bovine pericardium, or cow heart-sac, tissue patch with an integrated soft
dacron suture ring. It is being developed to make SVR easier for the surgeon and
to provide a better seal on the edges of the patch to minimize leaking. The
inventors and their company, CorRestore LLC, filed for a patent with respect to
their patch, which was issued in part in February 2000 and expires in May 2018.
Other claims under the patent application are still pending. The claims allowed
relate primarily to the product design of a soft suture ring integrated with a
patch. In addition, other United States and foreign patent applications are
pending.

         We offer the CorRestore System, which contains the patch and the
accessories for aiding the implantation of the patch, to hospitals performing
SVR. The retail price of the CorRestore System is approximately $4,000. See
"Competition." Prices to distributors will be significantly discounted from the
retail price. Because of the requirements for sterility and pursuant to our
license agreement, the patches and accessories will be manufactured for us by PM
Devices, Inc. We are dependent on PM Devices, Inc. to manufacture our entire
requirements for the patches and the accessories. We have already entered into a
Contract Development and Manufacturing Agreement with PM Devices, Inc. Although
we are currently dependent on PM Devices, Inc. as a manufacturer, we believe
that several potential suppliers are available. However, we are uncertain as to
the length of time it would take to change suppliers.

Marketing

         We believe that favorable peer review is a key element to a product's
success in the medical equipment industry. In November 2002, the results of a
13-center, 1,113-patient study evaluating the safety and effectiveness of SVR
reported improvement in patient function based on New York Heart Association
classification criteria, improvement in readmission and survival rates, and
improvement in ejection fraction for SVR patients. Most of the patients in the
study were severe New York Hospital Association Class III and Class IV
congestive heart failure patients. For those patients whose New York Hospital
Association Class was reported at last follow-up, 89 percent were functionally
Class I or Class II. In addition, 89 percent of the patients were not readmitted
to the hospital for congestive heart failure during the three years after their
SVR surgery. By comparison, the annual hospital admission rate for Class III and
IV heart failure patients is more than 40 percent and 24 percent are admitted
two or more times each year.

         The overall survival rate for the study group was 83 percent at three
years. In addition, post-operatively, the ejection fraction of these patients
increased from 28% to 40% and the left ventricular end systolic volume index
decreased from 96 ml/m2 to 62 ml/m2. These results were presented at the
November 2002 meeting of the American Heart Association. These results updated
the three-year results of a study of 662 SVR patients that were presented at the
May 2001 meeting of the American Association for Thoracic Surgery, and were
published in the October 2001 issue of Seminars in Thoracic and Cardiovascular
Surgery. The initial three-year results had updated the 18-month results of a
study of 439 SVR patients that was published in a peer-reviewed article in the
April 2001 issue of the Journal of the American College of Cardiology.

Sales and Distribution

         We sell the CorRestore System through our seven direct salespersons,
two clinical specialists and four independent sales representatives in the
United States. Internationally, we are currently working to obtain regulatory
approvals for the CorRestore System, including CE certification. We intend to
sell the CorRestore System through independent distributors in international
markets.

                                       19
<PAGE>
License Agreement

         We entered into a license agreement as of June 2, 2000 with the
inventors and their company, CorRestore LLC. The license grants us exclusive,
worldwide, royalty-bearing licenses to specified rights relating to the
CorRestore System and related products and accessories for SVR, subject to the
terms and conditions of the license agreement. The license also grants us the
right to use the names of the inventors and CorRestore on CorRestore System
products, as trademarks and in advertising, as long as they do not object to
such use within 20 days after the proposed use is submitted to them. We also
have specified rights to future developments relating to the CorRestore System
products if we incorporate the developments in the products, begin testing them,
receive clearances to market them and actually begin marketing them within
specified time periods. Transfer and sublicensing of our licenses are restricted
by the license agreement.

         Pursuant to the license agreement, CorRestore LLC has agreed to provide
us with various consulting services for up to 10 days during each of our fiscal
years during the term of the licenses. These services include the following
relating to the CorRestore System:

         -    assisting us in designing and executing the clinical tests
              necessary to demonstrate the safety and efficacy of the CorRestore
              System or to obtain regulatory approvals;

         -    assisting us in preparing and defending applications for
              regulatory approvals and patent and other intellectual property
              applications;

         -    training our personnel and customers in the use of the CorRestore
              System;

         -    providing ongoing technical and general consulting and advice;

         -    assisting with product designs; and

         -    consulting with us in connection with regulatory applications and
              marketing efforts.

We have agreed to pay all of the expenses of such consultation, of clinical
testing of the CorRestore System and of the existing patent and future patent
applications or registrations after the date of the license. We are dependent on
the inventors for further development of the CorRestore System, training doctors
in SVR and training our personnel and customers in the use of the CorRestore
System.

         In exchange for the licenses and consulting services, we agreed to the
following compensation for CorRestore LLC and its agent, Wolfe & Company:

         -    A royalty of 10% of our net sales of products subject to the
              licenses, for the term of the patent relating to the CorRestore
              System, or for 10 years from the date of the first commercial sale
              if the patent is determined to be invalid.

         -    Five-year warrants to purchase up to 400,000 common shares at
              $3.00 a share. The warrants became exercisable to purchase 300,000
              shares immediately and became exercisable to purchase an
              additional 50,000 shares when we received clearance from the FDA
              to market the CorRestore patch in the United States and become
              exercisable to purchase another 50,000 shares when we receive CE
              certification for the CorRestore System. The warrant expires when
              the licenses terminate, except that the vested portion of the
              warrant remains exercisable for an additional 90 days or, if the
              licenses terminate because of specified breaches by us, for the
              remaining term of the warrant.

         -    Five-year warrants to purchase 2,100,000 common shares at $3.00 a
              share, granted when we received clearance from the FDA to market
              the CorRestore patch in the United States. The warrants will
              become exercisable based on our cumulative net sales of the
              CorRestore System products as follows:

                                       20
<PAGE>
<TABLE>
<CAPTION>
                    Additional Portion
 Net Sales              of Shares
 ---------              ---------
<S>                 <C>
$ 5,000,000              233,330
$10,000,000              233,330
$20,000,000              233,340
$35,000,000              350,000
$55,000,000              466,000
$80,000,000              584,000
</TABLE>

              The warrant expires when the licenses terminate, except that the
              vested portion of the warrant remains exercisable for an
              additional 90 days or, if the licenses terminate because of
              specified breaches by us, for the remaining term of the warrant.

         -    A consulting fee of $25,000 a year to each of the inventors until
              we sell 1,000 CorRestore patches.

         We have also agreed to increase the size of our Board of Directors and
add CorRestore LLC's designee as a director. Joe B. Wolfe is CorRestore LLC's
designee and he has been added as a Class I director. We have also agreed to
cooperate with CorRestore LLC to establish a mutually acceptable medical
advisory board to provide us with information and advice regarding the
CorRestore System. The inventors and CorRestore LLC also agreed to specified
confidentiality, non-competition and non-solicitation provisions in the license
agreement and we agreed to specified confidentiality provisions in the license
agreement.

         CorRestore LLC and the inventors may terminate the licenses as follows:

         -    In their sole discretion, within 120 days after we consummate
              specified types of business combination transactions with another
              entity and the holders of our common shares immediately before the
              transaction hold less than 50% of the surviving entity's or its
              ultimate parent's outstanding voting securities immediately after
              the transaction, but only if (1) the transaction is consummated
              before June 2, 2004, and (2) the consideration received by our
              shareholders in the transaction has a fair market value of less
              than $10.00 a share.

         -    In their sole discretion, if Bruce J. Barrett ceases to be our
              chief executive officer or ceases to be responsible for our
              activities relating to the licenses, but only if (1) one of these
              events happens before June 2, 2005, and (2) CorRestore LLC or
              either of the inventors exercises the right to terminate within
              120 days after the event occurs.

         -    In their sole discretion, if we materially breach specified
              covenants in the license agreement and fail to cure the breach
              within 90 days (30 days for payment obligations) after CorRestore
              LLC notifies us of the breach, but only if CorRestore LLC
              exercises its right to terminate within 120 days after the 90-day
              cure period expires.

         -    In their sole discretion, if our common shares are delisted from
              The Nasdaq Stock Market and are not re-listed within 90 days, but
              only if CorRestore LLC exercises its right to terminate within 120
              days after the 90-day period expires.

         -    In their sole discretion, if we make an assignment for the benefit
              of our creditors or voluntarily commence any bankruptcy,
              receivership, insolvency or liquidation proceedings and the action
              is not reversed or terminated within 90 days, but only if
              CorRestore LLC exercises its right to terminate within 120 days
              after the 90-day period expires.

                                       21
<PAGE>
         CorRestore LLC and the inventors may limit the licenses as follows:

         -    CorRestore LLC may exclude specified countries from the geographic
              scope of the license if we have not begun marketing the CorRestore
              System products or begun the process of obtaining necessary
              regulatory approval to sell CorRestore System products in that
              country within one year after the date we file a 510(k) clearance
              application or PMA approval application with the FDA with respect
              to the CorRestore patch products. We filed a 510(k) clearance
              application with the FDA with respect to the CorRestore patch
              products on May 15, 2001. The countries may be excluded from the
              license only if we fail to cure the breach of this provision
              within 90 days after CorRestore LLC notifies us of the breach. We
              have not received any such notice.

         -    CorRestore LLC may change our licenses to be non-exclusive for
              developments that we do not incorporate in the CorRestore System
              products, begin marketing or testing, receive clearances to market
              or IDE approvals and actually begin marketing within specified
              time periods.

         We may terminate the licenses as follows:

         -    In our sole discretion, within 120 days after we sign a definitive
              agreement for specified types of business combination transactions
              with another entity and the holders of our common shares
              immediately before the transaction hold less than 50% of the
              surviving entity's or its ultimate parent's outstanding voting
              securities immediately after the transaction. If we use this
              provision to terminate the licenses, we must pay $1,000,000 to
              CorRestore LLC and the inventors.

         -    In our sole discretion, if CorRestore LLC or either of the
              inventors materially breaches specified covenants in the license
              agreement and fails to cure such breach within 90 days after we
              notify the applicable party of the breach, but only if we exercise
              our right to terminate within 120 days after the 90-day cure
              period expires.

Competition

         The CorRestore System competes against existing patches, which are
formed by the surgeon during SVR surgeries out of dacron or bovine pericardium
tissue. These existing patches take time for the surgeon to form, can be
difficult to insert, and can leak around the edges. Although we believe the
CorRestore System has important advantages over patches that are currently used,
including its ease of use and better seal against leaks at the edge, existing
patches are significantly less expensive. In addition to promoting SVR in
general as a treatment for congestive heart failure, we must convince users that
the advantages of the CorRestore System outweigh its additional cost. At least
one study using dacron patches indicates that they are effective. SVR is in the
early stages of its development and, if it develops, the market for patches used
in SVR might become highly competitive. There are many larger companies in this
industry that have significantly larger research and development budgets than
ours. Competitors may be able to develop additional or better treatments for
congestive heart failure.

         We believe that a manufacturer's reputation for producing effective,
sterile, reliable and technically advanced and patented products, clinical
literature, association with leaders in the field, references from users,
surgeon convenience and price are the principal competitive factors in the
medical supply industry.

                                       22
<PAGE>
INSURANCE

         Because the Cerebral Oximeter and the CorRestore System are intended to
be used in hospital critical care units with patients who may be seriously ill
or may be undergoing dangerous procedures, we might be exposed to serious
potential products liability claims. We have obtained products liability
insurance with a liability limit of $5,000,000. We also maintain coverage for
property damage or loss, general liability, business interruption,
travel-accident, directors' and officers' liability and workers' compensation.
We do not maintain key-man life insurance.

EMPLOYEES

         As of January 31, 2003, we employed 28 full-time individuals, including
12 in sales and marketing, four in research and development, six in general and
administration and six in manufacturing, quality and service. We also use two
consultants. We believe that our future success is dependent, in large part, on
our ability to attract and retain highly qualified managerial, marketing and
technical personnel. We expect to add additional sales and marketing employees
in fiscal 2003. Our employees are not represented by a union or subject to a
collective bargaining agreement. We believe that our relations with our current
employees are good.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

         We are located in Troy, Michigan and have no other locations. Our
export sales were approximately $1,348,000 for the fiscal year ended November
30, 2002, $1,595,000 for the fiscal year ended November 30, 2001 and $2,265,000
for the fiscal year ended November 30, 2000, including approximately $820,000 in
fiscal 2002, $939,000 in fiscal 2001and $1,190,000 in fiscal 2000 to Tyco
Healthcare, formerly Nellcor Puritan Bennett Export, Inc., our distributor in
Europe and Canada, and approximately $352,000 in fiscal 2002, $369,000 in fiscal
2001, and $582,000 in fiscal 2000 to Edwards Lifesciences Ltd., formerly Baxter
Limited, our distributor in Japan. See Note 10 of Notes to Financial Statements
included in Item 8 of this Report.

WHERE YOU CAN GET INFORMATION WE FILE WITH THE SEC

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any materials we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers, such as us, that file
electronically with the SEC. The address of the SEC's Web site is
http://www.sec.gov.

         We also maintain a Web site at http://www.somanetics.com. We make
available free of charge on or through our Web site, our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. We will voluntarily provide electronic
or paper copies of our filings free of charge upon request.

                                       23
<PAGE>
ITEM 2.       PROPERTIES

         We lease 23,392 square feet of office, manufacturing and warehouse
space in Troy, Michigan. Approximately 12,000 square feet is office space for
sales and marketing, engineering, accounting and other administrative
activities. The lease agreement was extended in January 2003, with the extension
commencing January 1, 2004 and expiring December 31, 2004. The minimum monthly
lease payment is approximately $16,200 for fiscal 2001, $16,500 for fiscal 2002,
$16,800 for fiscal 2003, and $16,800 for fiscal 2004 excluding other occupancy
costs. We believe that, depending on sales of the Cerebral Oximeter and the
CorRestore System, our current facility is more than suitable and adequate for
our current needs, including our assembly of the Cerebral Oximeter, storing
inventories of CorRestore System products and conducting our operations in
compliance with prescribed FDA QSR guidelines, and will allow for substantial
expansion of our business and number of employees.

ITEM 3.       LEGAL PROCEEDINGS

         We are not a party to any pending legal proceedings.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended November 30, 2002.

                                       24
<PAGE>
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT

         Our current executive officers and the positions held by them are as
follows:

<TABLE>
<CAPTION>
                               Executive
        Name                 Officer Since    Age                    Position
        ----                 -------------    ---                    --------
<S>                          <C>              <C>   <C>
Bruce J. Barrett                 6/94         43    President and Chief Executive Officer
Dana L. Capocaccia               8/02         42    Vice President, Corporate Development
William M. Iacona                12/00        32    Vice President, Finance, Controller, and Treasurer
Richard S. Scheuing              1/98         47    Vice President, Research and Development
Dominic J. Spadafore             8/02         43    Vice President, Sales and Marketing
Mary Ann Victor                  1/98         45    Vice President, Communications and Administration,
                                                    and Secretary
Ronald A. Widman                 1/98         52    Vice President, Medical Affairs
Pamela A. Winters                1/98         44    Vice President, Operations
</TABLE>

Our officers serve at the discretion of the Board of Directors.

BIOGRAPHICAL INFORMATION

         Mr. Bruce J. Barrett has served as our President and Chief Executive
Officer and as one of our directors since June 1994. Mr. Barrett previously
served, from June 1993 until May 1994, as the Director, Hospital Products
Division for Abbott Laboratories, Ltd., a health care equipment manufacturer and
distributor, and from September 1989 until May 1993, as the Director, Sales and
Marketing for Abbott Critical Care Systems, a division of Abbott Laboratories,
Inc., a health care equipment manufacturer and distributor. While at Abbott
Critical Care Systems, Mr. Barrett managed Abbott's invasive oximetry products
for approximately four years. From September 1981 until June 1987, he served as
the group product manager of hemodynamic monitoring products of Baxter Edwards
Critical Care, an affiliate of Baxter International, Inc., another health care
equipment manufacturer and distributor. Mr. Barrett received a B.S. degree in
marketing from Indiana State University and an M.B.A. degree from Arizona State
University. Mr. Barrett is a party to an employment agreement with us that
requires us to elect him to the offices he currently holds.

         Mr. Dana L. Capocaccia has served as our Vice President, Corporate
Development since August 2002. Mr. Capocaccia previously served, from July 1999
until July 2002, as our Director, U.S. Sales and from October 1996 to July 1999
as our Director, Eastern U.S. Sales. Before joining us, Mr. Capocaccia was Vice
President of Sales for Contour Medical, Inc., a healthcare supplies manufacturer
and distributor, from May 1995 until October 1996 and Vice President of
Marketing for Express Care, a healthcare products affiliate of The ServiceMaster
Company, from November 1994 until May 1995. He also was a Regional Accounts
Manager for Owens & Minor, Inc., a healthcare products distributor, from June
1993 until November 1994, Western Regional Sales Manager for Cardiovascular
Devices, Inc., now part of the healthcare division of Minnesota Mining and
Manufacturing Company, or 3M, from February 1991 until February 1993 and Sales
Representative and Trainer with Becton, Dickinson and Company, a manufacturer of
health care products, from May 1987 until February 1991. Mr. Capocaccia received
a B.S. in Nursing from the University of Tennessee.

         Mr. William M. Iacona has served as our Vice President, Finance since
December 2000, as our Treasurer since February 2000 and as our Controller since
April 1997. Before joining us, he was in the Finance Department of Ameritech
Advertising Services, a telephone directory company and a division of

                                       25
<PAGE>
Ameritech Corporation (now SBC Communications), from November 1994 until April
1997, and was on the audit staff of Deloitte & Touche LLP, independent auditors,
from September 1992 until October 1994. He is a certified public accountant and
received a B.S. degree in accounting from the University of Detroit.

         Mr. Richard S. Scheuing has served as our Vice President, Research and
Development since January 1998. From March 1993 to January 1998, he served as
our Director of Research and Development. He joined us in 1991 as our Director
of Mechanical Engineering. He is an inventor on four of our issued patents, and
one patent that is pending. Before joining us, he was Director of Mechanical
Engineering for Irwin Magnetic Systems, Inc. from 1987 until 1991 and was a
Development Engineer with the Sarns division of Minnesota Mining and
Manufacturing Company, or 3M, from 1982 to 1987. He received a B.S. degree in
mechanical engineering from the University of Michigan.

         Mr. Dominic J. Spadafore has served as our Vice President, Sales and
Marketing since August 2002. Mr. Spadafore previously served, from July 2000
until July 2002, as National Sales and Clinical Director of the Cardiac Assist
Division of Datascope Corporation, a medical device company that manufactures
and markets healthcare products including medical devices used in high-risk
cardiac patients. In this position, Mr. Spadafore supervised approximately 50
sales and clinical personnel, and approximately $80 million in domestic
revenues. From July 1997 until July 2000 he served as Western Area Manager of
the Patient Monitoring Division of Datascope Corporation, and from January 1990
until July 1997 held field sales representative and regional manager positions
with progressive responsibilities with Datascope Corporation. From May 1983 to
January 1984 Mr. Spadafore was a sales representative with the Upjohn Company, a
pharmaceutical manufacturer and from January 1984 until January 1990 was a sales
representative with White and White Incorporated, a medical supply distributor.
He received a BA degree in pre-medicine from Oakland University. Mr. Spadafore
is a party to an employment agreement with us that requires us to elect him to
the office he currently holds.

         Ms. Mary Ann Victor has served as our Vice President, Communications
and Administration and Secretary since January 1998. From July 1997 until
January 1998, she served as our Director, Communications and Administration and
was our consultant from September 1996 until July 1997. She also served as our
Director of Corporate Communications from July 1991 until February 1994. Prior
experience includes serving as Director of Investor Relations with the Taubman
Company from February to May 1994, legal assistant from June 1994 to November
1994 and then attorney from November 1994 to September 1995 with Varnum
Riddering Schmidt & Howlett, and Human Resources Consultant in the Actuarial
Benefits and Compensation Consulting Group of Deloitte & Touche LLP from
September 1995 to September 1996. Ms. Victor received a B.S. in political
science from the University of Michigan and a J.D. from the University of
Detroit.

         Mr. Ronald A. Widman has served as our Vice President, Medical Affairs
since January 1998. From August 1994 to January 1998, he served as our Director
of Medical Affairs. Before joining us as Marketing Manager in 1991, he was
employed by Mennen Medical, Inc., a manufacturer and marketer of medical
monitoring and diagnostic devices, for 12 years, where he held various positions
in domestic and international medical product marketing, including Senior
Product Manager from 1982 until 1991. He is the author of several papers and
articles related to medical care and monitoring devices.

         Ms. Pamela A. Winters has served as our Vice President, Operations
since January 1998. From February 1996 to January 1998, she served as our
Director of Operations. From May 1992 to February 1996, she served as our
Manager of Quality Assurance. From October 1991 to May 1992, Ms. Winters served
as our Quality Assurance Supervisor. Ms. Winters received a B.S. degree in
management from the University of Phoenix.

                                       26
<PAGE>
                                     PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
              MATTERS

         Our common shares trade on The Nasdaq SmallCap Market under the trading
symbol "SMTS." The following table sets forth, for the periods indicated, the
range of high and low closing sales prices as reported by Nasdaq.

<TABLE>
<CAPTION>
                                                       HIGH         LOW
                                                       ----         ---
<S>                                                  <C>         <C>
Fiscal Year Ended November 30, 2001
  First Quarter..................................    $   2.75    $   1.13
  Second Quarter.................................        4.07        1.88
  Third Quarter..................................        3.90        2.62
  Fourth Quarter.................................        3.95        1.91

Fiscal Year Ended November 30, 2002
  First Quarter..................................    $   4.95    $   3.65
  Second Quarter ................................        4.10        2.38
  Third Quarter .................................        2.84        1.40
  Fourth Quarter ................................        2.10        1.43
</TABLE>

         As of January 30, 2003, we had 637 shareholders of record.

         We have never paid cash dividends on our common shares and do not
expect to pay such dividends in the foreseeable future. We currently intend to
retain any future earnings for use in our business. The payment of any future
dividends will be determined by the Board in light of the conditions then
existing, including our financial condition and requirements, future prospects,
restrictions in financing agreements, business conditions and other factors
deemed relevant by the Board.

         Effective August 1, 2002, we granted 10-year, non-plan options to
purchase 100,000 common shares to a new executive officer at an exercise price
of $2.30 per share (the closing sale price of the common shares as of the date
of grant). The options were not registered, but were issued in reliance upon the
exemptions from registration contained in Sections 4(2) and 4(6) of the
Securities Act. We intend to register the common shares underlying such options
on Form S-8 before the options become exercisable.

                                       27
<PAGE>
ITEM 6.       SELECTED FINANCIAL DATA

         The following selected financial data as of November 30, 2002, 2001,
2000, 1999 and 1998, and for each of the years in the five-year period ended
November 30, 2002 have been derived from our audited financial statements, some
of which appear in Item 8 of this Report together with the report of Deloitte &
Touche LLP, independent auditors. In June 2000 we entered into the CorRestore
license, in November 2001 we received clearance from the FDA to market the
CorRestore patch in the United States, and in fiscal 2002 we began selling the
CorRestore System in the United States. See Item 1. "Business - The CorRestore
System."

         This selected financial data might not be a good indicator of our
expected results for fiscal 2003. You should read the selected financial data
together with the Financial Statements and Notes to Financial Statements
included in Item 8 of this Report and with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in Item 7 of this
Report.

<TABLE>
<CAPTION>
                                                                      FISCAL YEAR ENDED NOVEMBER 30,
                                                   ---------------------------------------------------------------
                                                      2002           2001          2000          1999        1998
                                                      ----           ----          ----          ----        ----
                                                                 (in thousands, except per share data)
<S>                                                <C>             <C>            <C>          <C>        <C>
STATEMENT OF OPERATIONS DATA:
Net revenues (1).............................      $  6,706        $  5,656       $  5,103     $  4,001   $  2,491
Cost of sales................................         2,049           2,094          2,370        1,906      1,326
Gross margin.................................         4,657           3,561          2,733        2,095      1,165
Research, development and engineering
    expenses.................................           571             778            514          598        665
Selling, general, and administrative expenses         5,344           5,133          5,722        6,436      6,347
Net loss.....................................        (1,207)         (2,331)        (3,622)      (4,665)    (5,470)
Net loss per common share-basic and
    diluted (2)..............................          (.13)           (.31)          (.57)        (.77)     (1.01)
Weighted average number of common
    shares outstanding-basic and diluted(2)..         8,951           7,606          6,310        6,036      5,422
</TABLE>

<TABLE>
<CAPTION>
                                                                          AT NOVEMBER 30,
                                               -----------------------------------------------------------------
                                                   2002         2001          2000         1999          1998
                                                   ----         ----          ----         ----          ----
                                                                         (in thousands)
<S>                                            <C>            <C>           <C>          <C>           <C>
BALANCE SHEET DATA:
Cash and marketable securities.............    $    2,382     $      168    $      122   $   2,257     $   6,894
Working capital............................         4,047          1,724         1,393       2,960         7,633
Total assets...............................         6,164          3,587         3,659       4,444         9,047
Total liabilities..........................           664            575           776         762           629
Accumulated deficit (4)....................       (53,661)       (52,455)      (50,124)    (46,502)      (41,836)
Shareholders' equity (3) (4)...............         5,501          3,013         2,883       3,682         8,418
</TABLE>

(1) Net revenues recorded in fiscal years 2001, 2000, 1999 and 1998 relate
    primarily to the sale of Cerebral Oximeters and SomaSensors for commercial
    use. Fiscal year 2002 net revenues include sales of CorRestore Systems.

(2) See Note 4 of Notes to Financial Statements included in Item 8 of this
    Report for information with respect to the calculation of per share data.

(3) See Statements of Shareholders' Equity of the Financial Statements included
    in Item 8 of this Report for an analysis of common share transactions for
    the period from December 1, 1999 through November 30, 2002.

(4) We believe our accumulated deficit has increased and our shareholders'
    equity has decreased since November 30, 2002.

                                       28
<PAGE>
ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

         Some of the statements in this report are forward-looking statements.
These forward-looking statements include statements relating to our performance
in this Management's Discussion and Analysis of Financial Condition and Results
of Operations. In addition, we may make forward-looking statements in future
filings with the Securities and Exchange Commission and in written material,
press releases and oral statements issued by us or on our behalf.
Forward-looking statements include statements regarding the intent, belief or
current expectations of us or our officers, including statements preceded by,
followed by or including forward-looking terminology such as "may," "will,"
"should," "believe," "expect," "anticipate," "estimate," "continue," "predict"
or similar expressions, with respect to various matters.

         It is important to note that our actual results could differ materially
from those anticipated from the forward-looking statements depending on various
important factors. These important factors include our history of losses and
ability to continue as a going concern, our current dependence on the Cerebral
Oximeter and SomaSensor, the challenges associated with developing new products,
the uncertainty of acceptance of our products by the medical community, the
lengthy sales cycle for our products, competition in our markets, our dependence
on our distributors, and the other factors discussed under the caption "Risk
Factors" and elsewhere in our Registration Statement on Form S-1 (file no.
333-74788) effective January 11, 2002 and elsewhere in this report.

         All forward-looking statements in this report are based on information
available to us on the date of this report. We do not undertake to update any
forward-looking statements that may be made by us or on our behalf in this
report or otherwise. In addition, please note that matters set forth under the
caption "Risk Factors" in our registration statement constitute cautionary
statements identifying important factors with respect to the forward-looking
statements, including certain risks and uncertainties , that could cause actual
results to differ materially from those in such forward-looking statements.

RESULTS OF OPERATIONS

Overview

         We develop, manufacture and market the INVOS Cerebral Oximeter, the
only non-invasive patient monitoring system commercially available in the United
States that continuously measures changes in the blood oxygen level in the
brain. We also develop and market the CorRestore System for use in cardiac
repair and reconstruction, including heart surgeries called surgical ventricular
restoration, or SVR. During the third quarter of fiscal 1999, we began
international shipments of the model 5100 Cerebral Oximeter. The model 5100 has
the added capability of being able to monitor pediatric patients. In September
2000, we received clearance from the FDA to market the model 5100 Cerebral
Oximeter in the United States. In June 2000, we entered into a license agreement
for the CorRestore System. In November 2001 we received clearance from the FDA
to market the CorRestore patch in the United States.

         During fiscal 2000 and 2001, our primary activities consisted of sales
and marketing of the Cerebral Oximeter and related disposable SomaSensor. During
fiscal 2002, our primary activities consisted of sales and marketing of the
Cerebral Oximeter, the related disposable SomaSensor, and the CorRestore System.

         We derive our revenues from sales of Cerebral Oximeters and SomaSensors
to our distributors, and from sales of Cerebral Oximeters, SomaSensors and
CorRestore Systems to hospitals in the United States through our direct sales
employees and independent sales representatives. We offer to our

                                       29
<PAGE>
customers a no-cap sales program whereby we ship the Cerebral Oximeter to the
customer at no charge, in exchange for the customer agreeing to purchase at a
premium a minimum monthly quantity of SomaSensors. We recognize revenue when
there is persuasive evidence of an arrangement with the customer, the product
has been delivered, the sales price is fixed or determinable, and collectibility
is reasonably assured. The product is considered delivered to the customer once
we have shipped it, as this is when title and risk of loss have transferred.
Payment terms are generally net 30 days for United States sales and net 60 days
or longer for international sales. Our primary expenses, excluding the cost of
our products, are selling, general and administrative and research, development
and engineering.

Fiscal Year Ended November 30, 2002 Compared to Fiscal Year Ended November
30, 2001

         Our net revenues increased approximately $1,050,000, or 19%, from
$5,655,532 in the fiscal year ended November 30, 2001 to $6,705,647 in the
fiscal year ended November 30, 2002. The increase in net revenues is primarily
attributable to

         -     an increase in United States sales of approximately $1,296,000,
               or 32%, from approximately $4,061,000 in fiscal 2001 to
               approximately $5,357,000 in fiscal 2002, primarily due to a 45%
               increase in sales of the disposable SomaSensor, and approximately
               $268,000 in CorRestore System revenues in fiscal 2002, partially
               offset by a 33% decrease in sales of the Cerebral Oximeter
               primarily as a result of approximately $210,000 in stocking
               orders to independent representatives in fiscal 2001, and also
               partly as a result of a preference by larger U.S. hospitals to
               acquire Cerebral Oximeters using our no-cap sales program, and

         -     a 10% increase in the average selling price of SomaSensors
               primarily as a result of the 25% increase from the prior year in
               the suggested retail price of the SomaSensor effective September
               1, 2001, and a change in the sales mix between sales in the
               United States, which have higher average selling prices, and
               sales to international distributors.

The increase in net revenues was achieved despite a decrease in international
sales of approximately $246,000, or 15%, from approximately $1,595,000 in fiscal
2001 to approximately $1,348,000 in fiscal 2002. This decrease is primarily
attributable to decreased purchases by Tyco Healthcare in fiscal 2002.

         Sales of our products as a percentage of net revenues were as follows:

<TABLE>
<CAPTION>
                                                      PERCENT OF NET REVENUE
                                                  FISCAL YEAR ENDED NOVEMBER 30,
PRODUCT                                           2002                      2001
-------                                          ------                    ------
<S>                                              <C>                       <C>
SomaSensors........................                72%                        60%
Model 5100 Cerebral Oximeters......                13%                        12%
Model 4100 Cerebral Oximeters......                11%                        28%
CorRestore Systems.................                 4%                         0%
                                                  ---                        ---
    Total..........................               100%                       100%
                                                  ===                        ===
</TABLE>

Approximately 20% of our net revenues in fiscal 2002 were export sales, compared
to approximately 28% of our net revenues in fiscal 2001. One international
distributor accounted for approximately 12% of net revenues for the fiscal year
ended November 30, 2002, and approximately 17% of net revenues for the fiscal
year ended November 30, 2001.

         Effective December 1, 2002, we increased the suggested list price for
the adult SomaSensor and the pediatric SomaSensor in the United States to $95.00
and $125.00, respectively. Although these prices may not apply to existing
customers or to any existing sales quotations which were issued before

                                       30
<PAGE>
December 1, 2002, we expect to also increase the sales price of the adult
SomaSensor and pediatric SomaSensor for most existing customers. We expect that
the average selling price of SomaSensors will increase by approximately 10% in
fiscal 2003.

         Gross margin as a percentage of net revenues was approximately 69% for
the fiscal year ended November 30, 2002 and approximately 63% for the fiscal
year ended November 30, 2001. The increase in gross margin as a percentage of
net revenues is primarily attributable to

         -     a 10% increase in the average selling price of SomaSensors,
               described above,

         -     increased sales of our latest model SomaSensor, which is less
               costly to manufacture than the prior model SomaSensor,

         -     sales of the CorRestore system in fiscal 2002, and

         -     a change in sales mix with increased sales in the United States
               and decreased sales to international distributors which have
               lower average selling prices.

         Our research, development and engineering expenses decreased
approximately $207,000, or 27%, from $777,974 in fiscal 2001 to $571,126 in
fiscal 2002. The decrease is primarily attributable to approximately $222,000 in
decreased costs associated with the development of the CorRestore System and a
$35,000 decrease in engineering salaries as a result of one less engineer,
partially offset by approximately $64,000 in increased costs associated with the
development of our next generation Cerebral Oximeter.

         Selling, general and administrative expenses increased approximately
$210,000, or 4%, from $5,133,473 for the fiscal year ended November 30, 2001 to
$5,343,513 for the fiscal year ended November 30, 2002. The increase in selling,
general and administrative expense is primarily attributable to

         -     a $248,000 increase in commissions paid to our independent sales
               representatives,

         -     $234,000 in customer education expenses for the CorRestore System
               in fiscal 2002,

         -     a $141,000 increase in trade show expenditures for the Cerebral
               Oximeter and CorRestore System as a result of our increased sales
               and marketing activities,

         -     a $74,000 increase in insurance expense, primarily due to
               increased products liability insurance coverage since we began
               marketing the CorRestore System, and

         -     a $73,000 increase in professional service fees, primarily due to
               the timing of auditing and tax service expenses.

These increases were partially offset by

         -     a $219,000 decrease in intangible amortization expense as a
               result of discontinued amortization of license acquisition costs
               in connection with our adoption of Statement of Financial
               Accounting Standards No. 142, "Goodwill and Other Intangible
               Assets," described below,

         -     a $200,000 termination fee paid in fiscal 2001 related to the
               Kingsbridge Capital Limited Private Equity Line,

         -     a $129,000 decrease in salaries, wages, commissions and related
               expenses, primarily as a result of a reduction in the number of
               employees, principally sales and marketing (from an average of 31
               employees for the fiscal year ended November 30, 2001 to an
               average of 28 employees for the fiscal year ended November 30,
               2002) and reduced employee sales commissions, and

         -     $45,000 paid in fiscal 2001 in connection with the Loan and
               Security Agreement with Crestmark Bank.

                                       31
<PAGE>
We expect our selling, general and administrative expenses to increase in fiscal
2003 as a result of marketing and selling the Cerebral Oximeter and the
CorRestore System.

Fiscal Year Ended November 30, 2001 Compared to Fiscal Year Ended November 30,
2000

         Our net revenues increased approximately $552,000, or 11%, from
$5,103,098 in the fiscal year ended November 30, 2000 to $5,655,532 in the
fiscal year ended November 30, 2001. The increase in net revenues is primarily
attributable to

         -     an increase in United States sales of approximately $1,223,000,
               from approximately $2,838,000 in fiscal 2000 to approximately
               $4,061,000 in fiscal 2001, primarily due to increased sales of
               the disposable SomaSensor and initial purchases of demonstration
               equipment by independent sales representatives, and

         -     a 12% increase in the average selling price of SomaSensors
               primarily as a result of the 25% increase from the prior year in
               the suggested retail price of the SomaSensor effective September
               1, 2001, and a change in the sales mix between sales in the
               United States, which have higher average selling prices, and
               sales to international distributors, and

         -     a 10% increase in the average selling price of Cerebral
               Oximeters, primarily as a result of a change in the sales mix
               between sales in the United States and sales to international
               distributors, and increased sales of the model 5100 Cerebral
               Oximeter in the United States in fiscal 2001.

The increase in net revenues was achieved despite a decrease in international
sales of approximately $670,000, from approximately $2,265,000 in fiscal 2000 to
approximately $1,595,000 in fiscal 2001. This decrease is primarily attributable
to

         -     stocking orders for model 4100 and model 5100 Cerebral Oximeters
               and SomaSensors by Tyco Healthcare, formerly Nellcor Puritan
               Bennett Export Inc., in fiscal 2000, and delays in marketing the
               Cerebral Oximeter in 39 markets, including Europe, in fiscal
               2001, and

         -     decreased purchases by Baxter Limited in Japan in fiscal 2001
               attributable to a change in product focus by Edwards Lifesciences
               Corporation since being spun-off by Baxter International, Inc.
               Baxter Limited in Japan is now part of Edwards Lifesciences
               Corporation.

         Sales of our products as a percentage of net revenues were as follows:

<TABLE>
<CAPTION>
                                                      PERCENT OF NET REVENUE
                                                   FISCAL YEAR ENDED NOVEMBER 30,
PRODUCT                                           2001                       2000
-------                                     -----------------         -----------------
<S>                                         <C>                       <C>
SomaSensors........................                60%                        49%
Model 4100 Cerebral Oximeters......                28%                        30%
Model 5100 Cerebral Oximeters......                12%                        20%
Model 4100 Exchanges...............                 0%                         1%
                                                  ---                        ---
    Total..........................               100%                       100%
                                                  ===                        ===
</TABLE>

Approximately 28% of our net revenues in fiscal 2001 were export sales, compared
to approximately 44% of our net revenues in fiscal 2000. One international
distributor accounted for approximately 17% of net revenues for the fiscal year
ended November 30, 2001, and approximately 23% of net revenues for the fiscal
year ended November 30, 2000. Another international distributor accounted for
approximately 11% of net revenues in fiscal 2000.

                                       32
<PAGE>
         Gross margin as a percentage of net revenues was approximately 63% for
the fiscal year ended November 30, 2001 and approximately 54% for the fiscal
year ended November 30, 2000. The increase in gross margin as a percentage of
net revenues is primarily attributable to a 12% increase in the average selling
price of SomaSensors and a 10% increase in the average selling price of Cerebral
Oximeters described above, and increased sales of our latest model SomaSensor,
launched in May 2001, which is less costly to manufacture than the prior model
SomaSensor.

         Our research, development and engineering expenses increased
approximately $264,000, or 51%, from $513,816 in fiscal 2000 to $777,974 in
fiscal 2001. The increase is primarily attributable to a $328,000 increase in
costs associated with the development of the CorRestore System. This increase
was partially offset by

         -     a $36,000 decrease in costs associated with the development of
               the latest model SomaSensor, and

         -     a $19,000 decrease in engineering salaries as a result of one
               less engineer.

         Selling, general and administrative expenses decreased approximately
$589,000, or 10%, from $5,722,409 for the fiscal year ended November 30, 2000 to
$5,133,473 for the fiscal year ended November 30, 2001. The decrease in selling,
general and administrative expense is primarily attributable to

         -     a $541,000 decrease in salaries, wages, commissions and related
               expenses, primarily as a result of a reduction in the number of
               employees, principally sales and marketing (from an average of 40
               employees for the fiscal year ended November 30, 2000 to an
               average of 31 employees for the fiscal year ended November 30,
               2001),

         -     a $256,000 decrease in travel and selling-related expenses
               primarily related to reduced trade show and travel expenses as a
               result of the reduction in sales personnel, and reduced marketing
               expenses as a result of promotional materials, travel and
               training for Tyco Healthcare in fiscal 2000,

         -     a $124,000 decrease in office-related expenses primarily as a
               result of the reduced number of employees and our focus on cost
               containment,

         -     a $106,000 decrease in clinical research expenses, primarily
               related to the model 5100 Cerebral Oximeter, and

         -     a $90,000 decrease in incentive compensation expense primarily
               due to our executive officers not participating in the 2001
               Employee Incentive Compensation Plan in exchange for a grant of
               stock options,

These decreases were partially offset by

         -     $259,000 in commissions paid to our independent sales
               representatives engaged in fiscal 2001,

         -     a $200,000 termination fee related to the Kingsbridge Capital
               Limited Private Equity Line, and

         -     a $110,000 increase in intangible amortization expense related to
               the amortization of license acquisition costs.

         We realized a $212,000 loss on the sale of marketable securities in
fiscal 2000.

Effects of Inflation

         We do not believe that inflation has had a significant impact on our
financial position or results of operations in the past three years.

                                       33
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operations during fiscal 2002 was approximately $1,071,000.
Cash was used primarily to

         -     fund our net loss, including selling, general and administrative
               expenses and research, development and engineering expenses,
               totaling approximately $981,000, before depreciation and
               amortization expense,

         -     increase inventory by approximately $211,000, primarily due to
               purchases of CorRestore System inventory,

         -     increase prepaid expenses by approximately $22,000, primarily due
               to increased insurance costs and advance payments made for trade
               show reservations.

These uses of cash were partially offset by

         -     a $100,000 increase in accrued liabilities, primarily as a result
               of customer education expenses for the CorRestore System and
               clinical research expenses for the Cerebral Oximeter, and

         -     a $35,000 decrease in accounts receivable, primarily as a result
               of more timely collections in fiscal 2002.

         We expect to increase our inventory in fiscal 2003, as a result of our
fourth quarter 2002 sales, and our expected sales of the Cerebral Oximeter,
SomaSensor and CorRestore System in fiscal 2003. We expect our working capital
requirements to increase if sales increase.

         We capitalized approximately $239,000 of costs for model 4100 and model
5100 Cerebral Oximeters being used as demonstration units and no-cap units
during fiscal 2002, compared to approximately $115,000 in fiscal 2001. We
depreciate these costs over five years.

Capital expenditures in fiscal 2002 were approximately $404,000. These
expenditures were primarily

         -     approximately $239,000 for model 4100 and model 5100 Cerebral
               Oximeters being used as demonstration units and no-cap units,

         -     approximately $64,000 for a display booth and exhibit to be used
               at industry trade shows,

         -     approximately $54,000 in computer hardware and software to
               upgrade our computer infrastructure, and

         -     approximately $37,000 in tooling costs, primarily for the
               CorRestore System.

         Our principal sources of operating funds have been the proceeds of
equity investments from sales of our common shares. See Statements of
Shareholders' Equity of our Financial Statements included in Item 8 of this
Report.

         On March 6, 2000, we entered into the Private Equity Line Agreement
with Kingsbridge Capital Limited, a private institutional investor. We completed
the sales of 714,484 common shares under the Private Equity Line Agreement, for
gross proceeds of $2,000,000. Our net proceeds, after deducting the commissions
and the estimated expenses of the offerings, were approximately $1,793,000.
Effective March 5, 2001, we de-registered the remaining shares originally
registered for resale by Kingsbridge under the Private Equity Line Agreement,
because we no longer intended to sell any more shares to Kingsbridge, except
upon any exercise of its warrant, and Kingsbridge is no longer publicly offering
for resale the shares subject to the warrant we granted to them. On April 10,
2001, we mutually agreed with

                                       34
<PAGE>
Kingsbridge to terminate the Private Equity Line Agreement, the related
Registration Rights Agreement, and Kingsbridge's right to the discount on any
unsold shares, in exchange for our payment of $200,000 to Kingsbridge.

         On February 13, 2001, we entered into a Loan and Security Agreement
with Crestmark Bank for a working capital line of credit for up to $750,000,
collateralized by all of our assets. Under the Agreement, Crestmark Bank may,
but is not obligated to, lend us amounts we request from time to time, up to
$750,000, if no default exists. The loans are limited by a borrowing base based
on qualifying accounts receivable and lender reserves. The loan is payable on
demand, and collections of our receivables are directed to Crestmark Bank in
payment of any outstanding balance of the loan.

         The principal amount outstanding bears interest, payable monthly, at
the prime rate (4.25% at January 31, 2003) plus 2% plus a 2.4% service fee, and
we paid a $45,000 commitment fee for the loan. Through November 30, 2002, we
have borrowed an aggregate of $1,295,050 under the agreement and repaid
$1,295,050 in principal amount through Crestmark's collection of our receivables
and by using some of the proceeds from our April 9, 2001 and January 16, 2002
offerings. As of November 30, 2002, $750,000 was available for borrowing, at
Crestmark's discretion, under the facility. We have agreed to use the proceeds
of the loans solely as working capital. The line of credit requires us to
maintain minimum tangible net worth of $500,000 and a ratio of total liabilities
to tangible net worth not to exceed 3:1. The line of credit terminates upon
Crestmark's demand. As of January 31, 2003, we had no outstanding principal loan
balance, and $750,000 was available for borrowing, at Crestmark's discretion,
under the facility.

         On April 9, 2001, we completed the private placement of 1,325,000
newly-issued common shares at a price of $1.75 per share, for gross proceeds of
$2,318,750. Our estimated net proceeds, after deducting the placement agent's
commission and the expenses of the offering, were approximately $2,152,000.
Brean Murray & Co., Inc. was our exclusive placement agent for the offering and
received for its services (1) $104,363 as a placement agent fee, and (2)
warrants to purchase 25,000 common shares at $2.10 per share exercisable during
the four-year period beginning April 9, 2002. A. Brean Murray, one of our
directors, and his wife control Brean Murray & Co., Inc. In addition, the Brean
Murray & Co., Inc. Profit Sharing Plan purchased 32,285 common shares in the
offering, and Robert R. Henry, one of our directors, purchased 100,000 common
shares in the offering.

         On January 16, 2002, we completed the public offering of 1,000,000
newly-issued common shares at a price of $4.25 per share, for gross proceeds of
$4,250,000. Our estimated net proceeds, after deducting the placement agent's
commission and the estimated expenses of the offering, were approximately
$3,680,000. Brean Murray & Co., Inc. was our exclusive placement agent for the
offering and received for its services (1) $340,000 as a placement agent fee,
and (2) warrants to purchase 100,000 common shares at $5.10 per share
exercisable during the four-year period beginning January 11, 2003. A. Brean
Murray, one of our directors, and his wife control Brean Murray & Co., Inc.

         As of November 30, 2002, we had working capital of $4,046,560, cash and
cash equivalents of $2,381,808, total current liabilities of $663,646 and
shareholders' equity of $5,500,592. We had an accumulated deficit of $53,661,309
through November 30, 2002.

                                       35
<PAGE>
         We expect that our primary needs for liquidity in fiscal 2003 will be

         -     to fund our losses, if any, and sustain our operations, including
               funding for

                  -     marketing costs for the Cerebral Oximeter and the
                        CorRestore System, and

                  -     research and development efforts related to the
                        advancement of the design and production processes of
                        the Cerebral Oximeter and SomaSensor, and

         -     for working capital, including increased accounts receivable and
               inventories of components and sales units to satisfy expected
               sales orders.

In addition, we have budgeted approximately $300,000 for capital expenditures
during fiscal 2003, primarily for new demonstration and no-cap equipment, and
manufacturing tooling for the Cerebral Oximeter, SomaSensor, and CorRestore
System.

         We believe that the cash and cash equivalents on hand at November 30,
2002, together with the estimated net borrowings available under the Crestmark
Bank Loan and Security Agreement described above, will be adequate to satisfy
our operating and capital requirements for more than the next twelve months.

         The estimated length of time current cash, cash equivalents and
available borrowings will sustain our operations is based on estimates and
assumptions we have made. These estimates and assumptions are subject to change
as a result of actual experience. Actual funding requirements necessary to
market the Cerebral Oximeter and SomaSensor, to develop and market the
CorRestore System, to undertake other product development activities, and for
working capital might be substantially greater than current estimates.

         Our ability to use our accumulated net operating loss carryforwards to
offset future income, if any, for income tax purposes, is limited due to the
initial public offering of our securities in March 1991. See Note 6 of Notes to
Financial Statements included in Item 8 of this Report.

NEW ACCOUNTING PRONOUNCEMENTS

         Effective December 1, 2001, we adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The effect
of adopting this Statement has been to discontinue amortizing our license
acquisition costs related to our acquisition of exclusive, worldwide,
royalty-bearing licenses to specified rights relating to the CorRestore System
and related products and accessories because we believe these licenses have an
indefinite life. For fiscal 2001, we incurred amortization expense of
approximately $219,000 associated with these license acquisition costs. Our net
loss for fiscal 2001, excluding the effect of amortizing our license acquisition
costs, would have been approximately $2,112,000, or $(.28) per common share.

         During the third quarter of fiscal 2002, we adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective December 1, 2001. This statement
replaces Statement No. 121 and provisions of APB Opinion No. 30 for the disposal
of segments of a business. The statement creates one accounting model, based on
the framework established in Statement No. 121, to be applied to all long-lived
assets including discontinued operations. The adoption of this statement had no
impact on our financial statements.

         In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This Statement, which is effective
for fiscal years ending after December 15, 2002, amends Statement No. 123,
"Accounting for Stock-Based Compensation," and provides alternative methods of

                                       36
<PAGE>
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation. In addition, Statement No. 148 amends the
disclosure requirements of Statement No. 123 regardless of the accounting method
used to account for stock-based compensation. We have chosen to continue to
account for stock-based compensation of employees using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. However, the enhanced
disclosure provisions as defined by Statement No. 148 will be effective for our
fiscal quarter ending May 31, 2003.

CRITICAL ACCOUNTING POLICIES

         We believe our most significant accounting policies relate to the
recording of an intangible asset for license acquisition costs related to our
acquisition of exclusive, worldwide, royalty-bearing licenses to specified
rights relating to the CorRestore System and related products and accessories,
and our accounting treatment of stock options issued to employees.

         We have recorded an intangible asset related to our acquisition of
exclusive, worldwide, royalty-bearing licenses to specified rights relating to
the CorRestore System and related products and accessories. License acquisition
costs include our estimate of the fair value of ten-year vested stock options to
purchase common shares granted to one of our directors in connection with
negotiating and assisting us in completing the transaction, and our estimate of
the fair value of the vested portion of five-year warrants to purchase common
shares issued in the transaction.

         We estimated the value of the stock options to purchase common shares
and the warrants to purchase common shares using the Black-Scholes valuation
model. The Black-Scholes valuation model requires the following assumptions:
expected life period of the security, expected volatility of our stock price
during the period, risk-free interest rate, and dividend yield. Given the
assumptions inherent in the Black-Scholes valuation model, it is possible to
calculate a different value for our intangible asset by changing one or more of
the valuation model variables or by using a different valuation model. However,
we believe that the model is appropriate, that the judgments and assumptions
that we have made at the time of valuation were also appropriate, and that the
reported results would not be materially different had one or more of the
variables been different or had a different valuation model been used.

         In addition, as described above, effective December 1, 2001, we adopted
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets." The effect of adopting this Statement has been to
discontinue amortizing our license acquisition costs related to our acquisition
of exclusive, worldwide, royalty-bearing licenses to specified rights relating
to the CorRestore System and related products and accessories described above
because we believe these licenses have an indefinite life. Therefore, we
recorded no amortization expense related to these license acquisition costs in
fiscal 2002. For fiscal 2001, we incurred amortization expense of approximately
$219,000 associated with these license acquisition costs. Our net loss for
fiscal 2001, excluding the effect of amortizing our license acquisition costs,
would have been reduced to approximately $2,112,000, or $(.28) per common share.

         In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," was issued by the Financial
Accounting Standards Board. In addition, as described above, in December 2002,
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," was issued by the Financial
Accounting Standards Board, and amends Statement No. 123. We have chosen to
continue to account for stock-based compensation of employees using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation costs for stock options granted to employees are
measured as the excess, if any, of the market price of our stock at the date of
the grant over the amount an employee must pay to acquire the

                                       37
<PAGE>
stock. No compensation expense has been charged against income for stock option
grants to employees because our stock option grants are priced at the market
value as of the date of grant. During fiscal 2002, we granted 509,500 stock
options to our employees and directors. Had we recognized compensation expense
for stock options granted to employees in fiscal 2002, based on the fair value
of the options on the grant date using the Black-Scholes valuation model, our
net loss, on a pro forma basis, would have increased by approximately $760,000,
or $.08 per common share. Had we recognized compensation expense for our stock
options granted to employees in fiscal 2001, based on the fair value of the
options on the grant date using the Black-Scholes valuation model, our net loss
on a pro forma basis would have increased by approximately $606,000, or $.08 per
common share.

                                       38
<PAGE>
ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

                                       39
<PAGE>
ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Independent Auditors' Report

To the Board of Directors and Shareholders of
Somanetics Corporation
Troy, Michigan

We have audited the accompanying balance sheets of Somanetics Corporation (the
"Company") as of November 30, 2002 and 2001, and the related statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended November 30, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at November 30, 2002 and 2001,
and the results of its operations and its cash flows for each of the three years
in the period ended November 30, 2002 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 4 to the financial statements, the Company changed its
method of accounting for intangible assets in fiscal 2002.

/s/ DELOITTE & TOUCHE LLP
-------------------------

Detroit, Michigan
January 24, 2003

                                       40
<PAGE>
                             SOMANETICS CORPORATION

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          November 30,
                                                                                ------------------------------
                                                                                     2002             2001
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents (Note 4)........................................  $   2,381,808    $     167,873
    Accounts receivable.......................................................      1,227,785        1,263,039
    Inventory (Note 4)........................................................      1,004,305          793,757
    Prepaid expenses..........................................................         96,308           74,255
                                                                                -------------    -------------
        Total current assets..................................................      4,710,206        2,298,924
                                                                                -------------    -------------
PROPERTY AND EQUIPMENT:  (Note 4)
    Machinery and equipment...................................................      1,861,679        1,615,009
    Furniture and fixtures....................................................        241,295          183,497
    Leasehold improvements....................................................        171,882          165,642
                                                                                -------------    -------------
        Total.................................................................      2,274,856        1,964,148
    Less accumulated depreciation and amortization............................     (1,757,781)      (1,631,907)
                                                                                -------------    -------------
        Net property and equipment............................................        517,075          332,241
                                                                                -------------    -------------
OTHER ASSETS:
    Intangible assets, net (Note 4)...........................................        921,957          928,870
    Other.....................................................................         15,000           27,078
                                                                                -------------    -------------
        Total other assets....................................................        936,957          955,948
                                                                                -------------    -------------
TOTAL ASSETS..................................................................  $   6,164,238    $   3,587,113
                                                                                =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable..........................................................  $     470,880    $     482,137
    Accrued liabilities (Notes 5 and 7).......................................        192,766           92,429
                                                                                -------------    -------------
        Total current liabilities.............................................        663,646          574,566
                                                                                -------------    -------------
COMMITMENTS AND CONTINGENCIES (Note 7)........................................
SHAREHOLDERS' EQUITY: (Notes 3 and 13)
    Preferred shares; authorized, 1,000,000 shares of $.01 par
        value; no shares issued or outstanding................................             --               --
    Common shares; authorized, 20,000,000 shares of $.01 par
        value; issued and outstanding, 9,077,863 shares at November 30, 2002,
        and 8,075,055 shares at November 30, 2001.............................         90,779           80,751
    Additional paid-in capital................................................     59,071,122       55,386,453
    Accumulated deficit.......................................................    (53,661,309)     (52,454,657)
                                                                                -------------    -------------
        Total shareholders' equity............................................      5,500,592        3,012,547
                                                                                -------------    -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY....................................  $   6,164,238    $   3,587,113
                                                                                =============    =============
</TABLE>

                        See notes to financial statements

                                       41
<PAGE>
                             SOMANETICS CORPORATION

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            For the Years Ended November 30,
                                                   ---------------------------------------------------
                                                        2002               2001              2000
                                                   -------------      -------------      -------------
<S>                                                <C>                <C>                <C>
NET REVENUES (Notes 4 and 10).................     $   6,705,647      $   5,655,532      $   5,103,098
COST OF SALES.................................         2,048,758          2,094,472          2,370,205
                                                   -------------      -------------      -------------
    Gross margin..............................         4,656,889          3,561,060          2,732,893
                                                   -------------      -------------      -------------

OPERATING EXPENSES:
    Research, development and engineering
        (Note 4)..............................           571,126            777,974            513,816
    Selling, general and administrative
        (Note 9)..............................         5,343,513          5,133,473          5,722,409
                                                   -------------      -------------      -------------
        Total operating expenses..............         5,914,639          5,911,447          6,236,225
                                                   -------------      -------------      -------------

OPERATING LOSS................................        (1,257,750)        (2,350,387)        (3,503,332)
                                                   -------------      -------------      -------------

OTHER INCOME (EXPENSE):
    Loss on sale of securities................                --                 --           (211,560)
    Interest income...........................            51,892             22,177             92,805
    Interest expense and other................              (794)            (2,701)                --
                                                   -------------      -------------      -------------
        Total other income (expense)..........            51,098             19,476           (118,755)
                                                   -------------      -------------      -------------
NET LOSS......................................     $  (1,206,652)     $  (2,330,911)     $  (3,622,087)
                                                   =============      =============      =============

NET LOSS PER COMMON SHARE --
    BASIC AND DILUTED (Note 4)................     $        (.13)     $        (.31)     $        (.57)
                                                   =============      =============      =============
WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING --
    BASIC AND DILUTED (Note 4)................         8,951,266          7,605,865          6,310,109
                                                   =============      =============      =============
</TABLE>

                        See notes to financial statements

                                       42
<PAGE>
                             SOMANETICS CORPORATION

                       STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                        ADDITIONAL                       UNREALIZED         TOTAL
                                              SHARE      PAID-IN        ACCUMULATED      LOSSES ON      SHAREHOLDERS'  COMPREHENSIVE
                                              VALUE      CAPITAL          DEFICIT       INVESTMENTS       EQUITY           LOSS
                                            ---------  -------------   -------------   -------------   -------------   ------------
<S>                                         <C>        <C>             <C>             <C>             <C>             <C>
Balance at December 1,
   1999.................................    $ 60,356   $  50,290,067   $ (46,501,659)  $    (166,270)  $   3,682,494

For cash, less issuance costs of
   $193,619.............................       6,015       1,600,366                                       1,606,381
Warrants issued to acquire license,
   less acquisition costs of $46,791....                   1,050,107                                       1,050,107
Net loss................................                                  (3,622,087)                     (3,622,087)    (3,622,087)
Unrealized losses on investments........                                                     (45,290)        (45,290)       (45,290)
Reclassification of unrealized losses                                                        211,560         211,560        211,560
                                                                                                                       ------------
   Comprehensive loss...................                                                                               $ (3,455,817)
                                            --------   -------------   -------------   -------------   -------------   ============
Balance at November 30, 2000 ...........    $ 66,371   $  52,940,540   $ (50,123,746)  $          --   $   2,883,165

For cash, less issuance costs of
   $13,000 .............................       1,130         185,870                                         187,000
For cash, less issuance costs of
   $166,488 ............................      13,250       2,138,587                                       2,151,837
Warrants issued to acquire license .....                     116,472                                         116,472
Stock options issued to consultant .....                       4,984                                           4,984
Net loss and comprehensive loss ........                                  (2,330,911)                     (2,330,911)  $ (2,330,911)
                                            --------   -------------   -------------   -------------   -------------   ============
Balance at November 30, 2001 ...........    $ 80,751   $  55,386,453   $ (52,454,657)  $          --   $   3,012,547

For cash, less issuance costs of
   $570,418 ............................      10,000       3,669,582                                       3,679,582
For cash, exercise of stock options ....          28          10,103                                          10,131
Stock options issued to consultant .....                       4,984                                           4,984
Net loss and comprehensive loss ........                                  (1,206,652)                     (1,206,652)  $ (1,206,652)
                                            --------   -------------   -------------   -------------   -------------   ============
Balance at November 30, 2002 ...........    $ 90,779   $  59,071,122   $ (53,661,309)  $          --   $   5,500,592
                                            ========   =============   =============   =============   =============
</TABLE>

                        See notes to financial statements

                                       43
<PAGE>
                             SOMANETICS CORPORATION

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                        For the Years Ended November 30,
                                                             ---------------------------------------------------
                                                                  2002              2001                2000
                                                             -------------      -------------      -------------
<S>                                                          <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss.............................................     $  (1,206,652)     $  (2,330,911)     $  (3,622,087)
   Adjustments to reconcile net loss to net
          cash used in operations:
       Depreciation and amortization....................           225,898            497,640            446,962
       Realized losses on sales of marketable securities                --                 --            210,724
       Compensation expense for non-employee stock options           5,597              4,984                 --
       Changes in assets and liabilities:
          Accounts receivable (increase) decrease.......            35,254             86,687           (585,573)
          Inventory (increase)..........................          (210,548)          (179,827)            (2,598)
          Prepaid expenses (increase) decrease..........           (22,053)             8,845              6,602
          Other assets (increase) decrease..............            12,078            (12,078)           (46,789)
          Accounts payable increase (decrease)..........           (11,257)           (26,510)            10,639
          Accrued liabilities increase (decrease).......           100,337           (174,755)             3,289
                                                             -------------      -------------      -------------
       Net cash (used in) operating activities..........        (1,071,346)        (2,125,925)        (3,578,831)
                                                             -------------      -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of marketable securities..........                --                 --            789,282
   Acquisition of property and equipment (net)..........          (403,820)          (167,338)          (117,956)
                                                             --------------     -------------      -------------
       Net cash provided by (used in) investing activities        (403,820)          (167,338)           671,326
                                                             -------------      -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of Common Shares..............         3,689,101          2,338,837          1,606,381
                                                             -------------      -------------      -------------
       Net cash provided by financing activities........         3,689,101          2,338,837          1,606,381
                                                             -------------      -------------      -------------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS.....................................         2,213,935             45,574         (1,301,124)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD..................................           167,873            122,299          1,423,423
                                                             -------------      -------------      -------------

CASH AND CASH EQUIVALENTS,
   END OF PERIOD........................................     $   2,381,808      $     167,873      $     122,299
                                                             =============      =============      =============

Supplemental Disclosure of Non cash investing activities:
   Issuance of warrants and stock options in connection
       with license acquisition (Note 4)................                        $     116,472      $   1,050,107
</TABLE>

                        See notes to financial statements

                                       44
<PAGE>
                             SOMANETICS CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

1.       ORGANIZATION AND OPERATIONS

         We are a Michigan corporation that was formed in 1982. We develop,
manufacture and market the INVOS(R) Cerebral Oximeter, the only non-invasive
patient monitoring system commercially available in the United States that
continuously measures changes in the blood oxygen level in the brain. The
principal markets for our products are the United States, Europe, and Japan. The
Cerebral Oximeter is based on our proprietary In Vivo Optical Spectroscopy, or
INVOS, technology. INVOS analyzes various characteristics of human blood and
tissue by measuring and analyzing low-intensity visible and near-infrared light
transmitted into portions of the body.

         We also develop and market the CorRestore(TM) System for use in cardiac
repair and reconstruction, including heart surgeries called surgical ventricular
restoration, or SVR. We entered into a License Agreement as of June 2, 2000 with
the inventors and their company, CorRestore LLC. The license grants us
exclusive, worldwide, royalty-bearing licenses to specified rights relating to
the CorRestore System and related products and accessories for SVR, subject to
the terms and conditions of the license agreement (Note 4). In November 2001 we
received clearance from the FDA to market the CorRestore patch in the United
States.

2.       FINANCIAL STATEMENT PRESENTATION

         We have incurred an accumulated deficit of $53,661,309 through November
30, 2002. We had working capital of $4,046,560, cash and cash equivalents of
$2,381,808, total current liabilities of $663,646 and shareholders' equity of
$5,500,592, as of November 30, 2002.

         On June 6, 1996, we received clearance from the FDA to market our model
3100A Cerebral Oximeter in the United States, and on October 13, 1997, we
received clearance from the FDA to market enhancements to our Cerebral Oximeter
in the United States. On September 15, 2000, we received FDA clearance to market
our model 5100 Cerebral Oximeter in the United States. The model 5100 has the
added capability of being able to monitor pediatric patients. In November 2001,
we received clearance from the FDA to market the CorRestore patch in the United
States. Our current financial condition and results of operations and the status
of our product marketing efforts and sales have been affected by the process of
obtaining such clearances.

         As of January 31, 2003, we had six international distributors for the
model 4100 Cerebral Oximeter, four international distributors for the model 5100
Cerebral Oximeter, seven direct sales personnel, two clinical specialists, one
international sales consultant, and nine independent sales representatives.
During fiscal 2002, we devoted most of our marketing to continuing to introduce
cerebral oximetry patient monitoring and the CorRestore System into the
operating rooms of hospitals. There can be no assurance that we will be
successful or profitable in marketing the Cerebral Oximeter, the related
SomaSensor, and the CorRestore System.

         We believe that markets exist for the products we have developed and
are developing; however, whether our products will be successful is uncertain.
The following factors could impact the likelihood of our success: our limited
resources and current financial condition, the problems and expenses frequently
encountered by companies forming a new business, our ability to develop, apply
and market new technology, and our industry and competitive environment.

         We believe that the cash and cash equivalents on hand at November 30,
2002, together with the estimated net borrowings available under the Crestmark
Bank Loan and Security Agreement (Note 11), will be adequate to satisfy our
operating and capital requirements for more than the next twelve months.

                                       45
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS- (CONTINUED)

         The estimated length of time current cash, cash equivalents and
available borrowings will sustain our operations is based on estimates and
assumptions we have made. These estimates and assumptions are subject to change
as a result of actual experience. Actual capital requirements necessary to
market the Cerebral Oximeter and SomaSensor, to develop and market the
CorRestore System, to undertake other product development activities, and for
working capital might be substantially greater than current estimates.

3.       STOCK OFFERINGS AND COMMON SHARES

         Kingsbridge Capital Limited has warrants to purchase 205,097 common
shares exercisable at $4.25 per share until September 3, 2005 pursuant to the
Private Equity Line Agreement described below. In addition, CorRestore, LLC and
its agent, Wolfe & Company, received warrants to purchase 400,000 common shares
exercisable at $3.00 per share until June 2, 2005 pursuant to the CorRestore
license agreement, and received warrants to purchase an additional 2,100,000
common shares exercisable at $3.00 per share until November 21, 2006 pursuant to
the CorRestore license agreement. Also, as described below, the placement agent
in the April 9, 2001 private placement received warrants to purchase 25,000
common shares exercisable at $2.10 per share until April 9, 2006. Also, as
described below, the placement agent in the January 16, 2002 public offering
received warrants to purchase 100,000 common shares exercisable at $5.10 per
share until January 11, 2007.

         On March 6, 2000, we entered into the Private Equity Line Agreement
with Kingsbridge Capital Limited, a private institutional investor. In
consideration for Kingsbridge's commitment under the Private Equity Line
Agreement, we issued a warrant to Kingsbridge on March 6, 2000. The warrant
entitles the holder to purchase 205,097 common shares, after adjustment for the
April 2001 private placement and the January 2002 public offering, at a purchase
price of $4.25 per share. The warrant is exercisable at any time until September
3, 2005. The warrant contains standard provisions that protect the holder
against dilution by adjustment of the exercise price and the number of shares
issuable pursuant to the warrant if various events occur. The exercise price of
the warrant is payable either in cash or by a cashless exercise.

         Pursuant to the Private Equity Line Agreement, we completed the sales
of 714,484 common shares, for gross proceeds of $2,000,000. Our net proceeds,
after deducting the commissions and the estimated expenses of the offerings,
were approximately $1,793,000. Effective March 5, 2001, we de-registered the
remaining shares originally registered for resale by Kingsbridge under the
Private Equity Line Agreement, because we no longer intended to sell any more
shares to Kingsbridge, except upon any exercise of its warrant, and Kingsbridge
is no longer publicly offering for resale the shares subject to the warrant we
granted to them. On April 10, 2001, we mutually agreed with Kingsbridge to
terminate the Private Equity Line Agreement, the related Registration Rights
Agreement, and Kingsbridge's right to the discount on any unsold shares, in
exchange for our payment of $200,000 to Kingsbridge.

         On April 9, 2001, we completed the private placement of 1,325,000
newly-issued common shares at a price of $1.75 per share, for gross proceeds of
$2,318,750. Our net proceeds, after deducting the placement agent's commission
and the expenses of the offering, were approximately $2,152,000. Brean Murray &
Co., Inc. was our exclusive placement agent for the offering and received for
its services (1) $104,363 as a placement agent fee, and (2) warrants to purchase
25,000 common shares at $2.10 per share exercisable during the four-year period
beginning April 9, 2002. A. Brean Murray, one of our directors, and his wife
control Brean Murray & Co., Inc. In addition, the Brean Murray & Co., Inc.
Profit Sharing Plan purchased 32,285 common shares in the offering, and Robert
R. Henry, one of our directors, purchased 100,000 common shares in the offering.

                                       46
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

         On January 16, 2002, we completed a public offering of 1,000,000
newly-issued common shares at a price of $4.25 per share, for gross proceeds of
$4,250,000. Our estimated net proceeds, after deducting the placement agent's
commission and the estimated expenses of the offering, were approximately
$3,680,000. Brean Murray & Co., Inc. was our exclusive placement agent for the
offering and received for its services (1) $340,000 as a placement agent fee,
and (2) warrants to purchase 100,000 common shares at $5.10 per share
exercisable during the four-year period beginning January 11, 2003. A. Brean
Murray, one of our directors, and his wife control Brean Murray & Co., Inc.

         Common shares reserved for future issuance upon exercise of stock
options and warrants as discussed above at November 30, 2002, are as follows:

<TABLE>
<S>                                                                   <C>
1991 Incentive Stock Option Plan..............................           68,222
1993 Director Stock Option Plan...............................            2,498
1997 Stock Option Plan........................................        2,106,967
Options Granted Independent of Option Plans...................          258,678
Kingsbridge Capital Limited Warrants..........................          205,097
Placement Agent Warrants......................................          125,000
License Acquisition Warrants..................................        2,500,000
                                                                      ---------
         Total reserved for future issuance...................        5,266,462
                                                                      =========
</TABLE>

4.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Cash Equivalents consist of short-term, interest-bearing investments
maturing within three months of our acquisition of them.

         Inventory is stated at the lower of cost or market on a first-in,
first-out (FIFO) basis. Inventory consists of:

<TABLE>
<CAPTION>
                                                      NOVEMBER 30,
                                            --------------------------------
                                               2002                  2001
                                            -----------          -----------
<S>                                         <C>                  <C>
Finished goods........................      $   410,133          $    50,314
Work in process.......................          154,816              215,313
Purchased components..................          439,356              528,130
                                            -----------          -----------
       Total..........................      $ 1,004,305          $   793,757
                                            ===========          ===========
</TABLE>

         Property and Equipment are stated at cost. Depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the assets, which range from two to five years. We offer to our
customers a no-cap sales program whereby we ship the Cerebral Oximeter to the
customer at no charge, in exchange for the customer agreeing to purchase at a
premium a minimum monthly quantity of SomaSensors. The Cerebral Oximeters that
are shipped to our customers are classified as property and equipment and are
depreciated over five years.

         Intangible Assets consist of patents and trademarks, and license
acquisition costs. Patents and trademarks are recorded at cost and are being
amortized on the straight-line method over 17 years. The carrying amount and
accumulated amortization of these patents and trademarks is as follows:

                                       47
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

<TABLE>
<CAPTION>
                                                       NOVEMBER 30,
                                           ----------------------------------
                                              2002                    2001
                                           -----------            -----------
<S>                                        <C>                    <C>
Patents and trademarks..................   $   111,733            $   111,733
Less:  accumulated amortization.........       (74,076)               (67,163)
                                           -----------            -----------
       Total............................   $    37,657            $    44,570
                                           ===========            ===========
</TABLE>

         Amortization expense was $6,912 for the fiscal years ended November 30,
2002, November 30, 2001, and November 30, 2000. Amortization expense for each of
the next five fiscal years is expected to be approximately $6,900 per year.

         License acquisition costs are related to our acquisition of exclusive,
worldwide, royalty-bearing licenses to specified rights relating to the
CorRestore(TM) System, and related products and accessories. On June 2, 2000, we
entered into a License Agreement with the inventors and their company,
CorRestore LLC. The license grants us exclusive, worldwide, royalty-bearing
licenses to specified rights relating to the CorRestore System and related
products and accessories for SVR, subject to the terms and conditions of the
license agreement. Pursuant to the license agreement, CorRestore LLC has agreed
to provide various consulting services to us. We have agreed to pay all of the
expenses of such consultation, of clinical testing of the CorRestore System,
training doctors in SVR and training our personnel and customers in the use of
the CorRestore System.

         In exchange for the licenses and consulting services, we agreed to the
following compensation for CorRestore LLC and its agent, Wolfe & Company: (1) a
royalty of 10% of our "net sales" of products subject to the licenses, (2)
five-year warrants to purchase up to 400,000 common shares at $3.00 a share,
exercisable to purchase 300,000 shares immediately and to purchase an additional
50,000 shares upon our receipt of clearance or approval from the FDA to market
the CorRestore patch in the United States and another 50,000 shares upon our
receipt of CE certification for the CorRestore System, (3) additional five-year
warrants to purchase up to 2,100,000 common shares at $3.00 a share, granted
when we received clearance from the FDA to market the CorRestore patch in the
United States, exercisable based on our cumulative net sales of the CorRestore
System products, and (4) a consulting fee of $25,000 a year to each of the
inventors until we sell 1,000 CorRestore patches.

         License acquisition costs consist of professional service fees recorded
at cost, our estimate of the fair value of the ten-year vested stock options to
purchase 50,000 common shares at $3.00 a share granted to one of our directors
in connection with negotiating and assisting us in completing the transaction,
and our estimate of the fair value of the 350,000 common share vested portion of
the five-year warrants to purchase up to 400,000 common shares at $3.00 a share
issued in the transaction.

         We estimated the value of the stock options to purchase 50,000 common
shares using the Black-Scholes valuation model with the following assumptions:
expected volatility (the measure by which the stock price has fluctuated or is
expected to fluctuate during the period) 111.16%, risk-free interest rate of
7.5%, expected life of 4 years and dividend yield of 0%. We estimated the value
of the warrants to purchase 300,000 common shares that vested immediately in
this transaction using the Black-Scholes valuation model with the following
assumptions: expected volatility (the measure by which the stock price has
fluctuated or is expected to fluctuate during the period) 111.16%, risk-free
interest rate of 7.5%, expected life of 5 years and dividend yield of 0%. We
estimated the value of the warrants to purchase 50,000 common shares that vested
upon receipt of FDA clearance in November 2001 using the Black-

                                       48
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

Scholes valuation model with the following assumptions: expected volatility (the
measure by which the stock price has fluctuated or is expected to fluctuate
during the period) 100.68%, risk-free interest rate of 4.0%, expected life of 42
months and dividend yield of 0%.

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets." This statement establishes accounting and reporting standards for
goodwill and other intangible assets. We adopted this statement in the first
quarter of fiscal 2002. The effect of adopting this statement has been to
discontinue amortizing our license acquisition costs related to our acquisition
of exclusive, worldwide, royalty-bearing licenses to specified rights relating
to the CorRestore System and related products and accessories described above
because we believe these licenses have an indefinite life. The carrying amount
and accumulated amortization of these license acquisition costs is as follows:

<TABLE>
<CAPTION>
                                                       NOVEMBER 30,
                                           -----------------------------------
                                               2002                   2001
                                           ------------           ------------
<S>                                        <C>                    <C>
License acquisition costs............      $  1,213,370           $  1,213,370
Less:  accumulated amortization......          (329,070)              (329,070)
                                           ------------           ------------
       Total.........................      $    884,300           $    884,300
                                           ============           ============
</TABLE>

         Amortization expense was $219,378 for the fiscal year ended November
30, 2001, and $109,690 for the fiscal year ended November 30, 2000. Net loss for
fiscal 2001, excluding the effect of amortizing our license acquisition costs,
would have been approximately $2,112,000, or $(.28) per common share, and net
loss for fiscal 2000, excluding the effect of amortizing our license acquisition
costs, would have been approximately $3,512,000, or $(.56) per common share.

         Indefinite lived intangible assets are reviewed annually for impairment
and whenever events or changes in circumstances indicate that the carrying value
of the asset may not be recovered.

         Revenue Recognition occurs when there is persuasive evidence of an
arrangement with the customer, the product has been delivered, the sales price
is fixed or determinable, and collectibility is reasonably assured. The product
is considered delivered to the customer once we have shipped it, as this is when
title and risk of loss have transferred.

         Research, Development and Engineering costs are expensed as incurred.

         Loss Per Common Share - basic and diluted is computed using the
weighted average number of common shares outstanding during each period. Common
shares issuable under stock options and warrants have not been included in the
computation of net loss per common share - diluted, because such inclusion would
be antidilutive. As of November 30, 2002, we had outstanding 5,162,850 warrants
and options to purchase common shares, and as of November 30, 2001, we had
outstanding 4,774,228 warrants and options to purchase common shares.

         Accounting Pronouncements As described above, effective December 1,
2001, we adopted Statement of Financial Accounting Standards No. 142, "Goodwill
and Other Intangible Assets." See Intangible Assets.

         During the third quarter of fiscal 2002, we adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," effective December 1,

                                       49
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

2001. This statement replaces Statement No. 121 and provisions of APB Opinion
No. 30 for the disposal of segments of a business. The statement creates one
accounting model, based on the framework established in Statement No. 121, to be
applied to all long-lived assets including discontinued operations. The adoption
of this statement had no impact on our financial statements.

         In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." This Statement, which is effective
for fiscal years ending after December 15, 2002, amends Statement No. 123,
"Accounting for Stock-Based Compensation," and provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation. In addition, Statement No. 148 amends the
disclosure requirements of Statement No. 123 regardless of the accounting method
used to account for stock-based compensation. We have chosen to continue to
account for stock-based compensation of employees using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. However, the enhanced
disclosure provisions as defined by Statement No. 148 will be effective for our
fiscal quarter ending May 31, 2003.

         Use Of Estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses for each fiscal period. Actual results could differ from
those estimated.

5.       ACCRUED LIABILITIES

         Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                       NOVEMBER 30,
                                           ----------------------------------
                                               2002                   2001
                                           -----------            -----------
<S>                                        <C>                    <C>
Sales Commissions..............            $    55,381            $    60,109
Training.......................                 40,000                     --
Insurance......................                 34,464                 24,570
Clinical Research..............                 21,450                     --
Professional Fees..............                 15,000                     --
Royalty........................                 12,071                     --
Incentive......................                  8,000                     --
Warranty.......................                  6,400                  7,750
                                           -----------            -----------
     Total.....................            $   192,766            $    92,429
                                           ===========            ===========
</TABLE>

6.       INCOME TAX

         Deferred income taxes reflect the estimated future tax effect of (1)
temporary differences between the amount of assets and liabilities for financial
reporting purposes and such amounts as measured by tax laws and regulations and
(2) net operating loss and tax credit carryforwards. Our deferred tax assets
primarily represent the tax benefit of net operating loss carryforwards and
research and general business tax credit carryforwards. We had deferred tax
assets of approximately $17,210,000 and $17,100,000 for the years ended November
30, 2002 and 2001, respectively, which were entirely offset by valuation
allowances, due to the uncertainty of utilizing such assets against future
earnings, prior to their expiration. The components of deferred income tax
assets as of November 30, 2002 and 2001 were as follows:

                                       50
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

<TABLE>
<CAPTION>
                                                                          NOVEMBER 30,
                                                               ----------------------------------
                                                                  2002                   2001
                                                               -----------            -----------
                                                                        (IN THOUSANDS)

<S>                                                            <C>                    <C>
Net operating loss carryforwards...................            $    16,638            $    16,557
Other..............................................                    115                     79
Basis difference of fixed assets and intangibles...                     14                     55
Research and general business tax credit carryforwards                 443                    409
                                                                      ----            -----------
      Subtotal.....................................                 17,210                 17,100
Valuation allowance................................                (17,210)               (17,100)
                                                               -----------            -----------
      Deferred tax asset...........................            $        --            $        --
                                                               ===========            ===========
</TABLE>

         As of November 30, 2002, net operating loss carryforwards of
approximately $48.9 million were available for Federal income tax purposes. Our
ability to use the net operating loss carryforwards incurred on or before March
27, 1991 (the date we completed our initial public offering) is limited to
approximately $296,000 per year. Research and business general tax credits of
$443,386 are also available to offset future taxes. These losses and credits
expire, if unused, at various dates from 2002 through 2022.

         Use of our net operating loss carryforwards, tax credit carryforwards
and certain future deductions could be restricted, in the event of future
changes in our equity structure, by provisions contained in the Tax Reform Act
of 1986.

7.       COMMITMENTS AND CONTINGENCIES

         We have a lease agreement for a 23,392 square foot, stand-alone office,
assembly and warehouse facility. The current lease, as amended, expires December
31, 2003.

         Operating lease expense for the years ended November 30, 2002, 2001 and
2000 was approximately $205,000, $196,000, and $182,000, respectively.
Approximate future minimum lease commitments are as follows:

<TABLE>
YEAR ENDED NOVEMBER 30,
-----------------------
<S>                                        <C>
2003....................................   $   201,700
2004....................................        16,800
                                           -----------
Total...................................   $   218,500
                                           ===========
</TABLE>

         In December 1991, we amended and restated our profit sharing plan to
include a 401(k) plan covering substantially all employees. Under provisions of
the plan, participants may contribute, annually, between 1% and 15% of their
compensation. At the discretion of our Board of Directors, we may contribute
matching contributions or make other annual discretionary contributions to the
plan, all of which, together with the participants' contributions, cannot exceed
15% of the total compensation we pay to eligible employees. We did not make any
matching or discretionary contributions to the plan for the years ended November
30, 2002, 2001 or 2000.

         As of November 30, 2002, we had an employment agreement with Bruce J.
Barrett, our President and Chief Executive Officer. Mr. Barrett's employment
agreement, as amended, expires April 30, 2003 unless earlier terminated as
provided in the agreement. Mr. Barrett is entitled to receive an annual base

                                       51
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS- (CONTINUED)

salary, plus potential discretionary bonuses. Mr. Barrett has agreed not to
compete with us during specified periods.

         As of November 30, 2002, we had an employment agreement with Dominic J.
Spadafore, our Vice President of Sales and Marketing. Mr. Spadafore's employment
agreement terminates as provided in the agreement. Mr. Spadafore is entitled to
receive an annual base salary, plus potential bonuses. Mr. Spadafore has agreed
not to compete with us during specified periods.

         We may become subject to products liability claims by patients or
physicians, and may become a defendant in products liability or malpractice
litigation. We have obtained products liability insurance and an umbrella
policy. We might not be able to maintain such insurance or such insurance might
not be sufficient to protect us against products liability.

8.       STOCK OPTION PLANS

         In February 1991 and January 1997, we adopted stock option plans for
our key employees, directors, consultants and advisors. The plans provide for
our issuance of options to purchase a maximum of 115,000 common shares under the
1991 plan and 2,110,000 common shares under the 1997 plan. In addition, we
granted options to employees independent of the plans. Options granted generally
have a 10-year life, and vest over a three-year period. Awards and expirations
under the 1991 plan, 1997 plan, and independent of the plans during the years
ended November 30, 2002, 2001 and 2000 are listed below.

         At November 30, 2002, no additional options may be granted under the
1991 plan, and 103,612 common shares were available for options to be granted
under the 1997 plan.

         In January 1993, we adopted the Somanetics Corporation 1993 Director
Stock Option Plan. The directors plan provided up to 24,000 common shares for
the grant of options to each director who was not one of our officers or
employees. In January 1998, our Board of Directors terminated the directors
plan, except as to options previously granted under the directors plan.
Therefore, no additional options may be granted under the directors plan.

         In October 1995, SFAS No. 123, "Accounting for Stock-Based
Compensation," was issued. We have chosen to continue to account for stock-based
compensation of employees using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, compensation costs for
stock options granted to employees are measured as the excess, if any, of the
market price of our stock at the date of the grant over the amount an employee
must pay to acquire the stock. No compensation expense has been charged against
income for stock option grants to employees. Stock-based compensation of
consultants and advisors is determined based on the fair value of the options or
warrants on the grant date pursuant to the methodology of SFAS No. 123,
estimated using the Black-Scholes model with the assumptions described in the
next paragraph. The resulting amount is recognized as compensation expense and
an increase in additional paid-in capital over the vesting period of the option
or warrant. As a result, we recorded $5,597 of compensation expense, and an
equal increase in additional paid in capital, for stock options issued to
non-employees in fiscal 2002, and $4,984 of compensation expense in fiscal 2001.

         Had compensation expense for our stock options granted to employees
been determined based on the fair value of the options on the grant date
pursuant to the methodology of SFAS No. 123, our net loss on a pro forma basis
would have

                                       52
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

                  -    increased by approximately $760,000 to $(1,967,000), or
                       $(.22) per common share, for fiscal 2002,

                  -    increased by approximately $606,000 to $(2,937,000), or
                       $(.39) per common share, for fiscal 2001, and

                  -    increased by approximately $885,000 to $(4,507,000), or
                       $(.71) per common share, for fiscal 2000.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for 2002, 2001 and 2000: expected volatility (the measure by
which the stock price has fluctuated or is expected to fluctuate during the
period) 89.45% for 2002 (100.68% for 2001 and 109.94% for 2000), risk-free
interest rate of 4.0% for 2002 (4.0% for 2001 and 6.0% for 2000), expected lives
of 4 years and dividend yield of 0%.

         A summary of our stock option activity and related information for the
years ended November 30, 2002, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                          2002                          2001                           2000
                               -------------------------    ---------------------------    ---------------------------
                                                WEIGHTED                       WEIGHTED                     WEIGHTED
                                                AVERAGE                        AVERAGE                      AVERAGE
                                 COMMON         EXERCISE       COMMON          EXERCISE        COMMON       EXERCISE
                                 SHARES          PRICE         SHARES           PRICE          SHARES          PRICE
                               ----------       --------     ---------        ---------      ---------      ---------
<S>                            <C>             <C>           <C>              <C>            <C>            <C>
Options outstanding
    December 1,............    1,846,1201      $    4.52     1,394,537        $    5.74      1,226,537       $   6.16
    Options granted........       509,500           2.82       529,800             2.00        236,000           3.24
    Options exercised......        (2,833)          3.36            --               --             --             --
    Options canceled.......       (20,034)         17.17       (78,217)            9.25        (68,000)          4.65
                               ----------      ---------     ---------        ---------      ---------       --------
Options outstanding
    November 30,...........     2,332,753           4.04     1,846,120             4.52      1,394,537           5.74
                               ==========      =========     =========        =========      =========       ========
Options exercisable
    November 30,...........     1,606,767      $    4.80     1,267,849        $    5.63        958,152       $   6.66
                               ==========      =========     =========        =========      =========       ========
</TABLE>

         A summary of the price ranges of our stock options outstanding and
exercisable as of November 30, 2002 is as follows:

<TABLE>
<CAPTION>
                                          Options outstanding                      Options exercisable
                             ----------------------------------------           ---------------------------
                                              WEIGHTED     WEIGHTED                                WEIGHTED
                                              AVERAGE      AVERAGE                                 AVERAGE
RANGE OF EXERCISE              OPTIONS        EXERCISE     REMAINING              OPTIONS          EXERCISE
PRICES                       OUTSTANDING        PRICE     LIFE (YEARS)          EXERCISABLE         PRICE
--------------------------   -----------      --------    -----------           -----------       ---------
<S>                          <C>              <C>         <C>                   <C>               <C>
$  1.44 - $5.00............    1,757,787      $   3.02           7.61             1,031,801       $    3.30
$  5.01 - $10.00...........      493,672          6.11           4.85               493,672            6.11
$  10.01 - $42.50..........       81,294         15.74           1.88                81,294           15.74
                               ---------      --------      ---------           -----------       ---------
Total....................      2,332,753      $   4.04           6.82             1,606,767       $    4.80
                               =========      ========      =========           ===========       =========
</TABLE>

Also, see Note 13 for approval of an amendment to the 1997 plan.

9.       RELATED PARTY TRANSACTIONS

         Pursuant to an engagement letter between us and Brean Murray & Co.,
Inc., dated March 1, 2000, we agreed to pay Brean Murray & Co., Inc. a
commission of 3.5% on proceeds of specified securities

                                       53
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS-(CONTINUED)

sales, including sales pursuant to the Kingsbridge Capital Limited Private
Equity Line Agreement. During fiscal 2000, we paid Brean Murray & Co., Inc.
$63,000 in commissions pursuant to this engagement letter. During fiscal 2001,
we paid Brean Murray & Co., Inc. $7,000 in commissions pursuant to this
engagement letter.

         Also, during fiscal 2000, we granted A. Brean Murray (1) a 10-year
option to purchase 50,000 common shares on May 31, 2000, exercisable at $3.00 a
share, which was more than the fair market value of the common shares on the
date of grant, in connection with negotiating and assisting us in completing our
CorRestore licenses, and (2) a 10-year option to purchase 50,000 common shares
on May 31, 2000, exercisable at $4.36 a share, which was more than the fair
market value of the common shares on the date of grant, in connection with the
Kingsbridge Capital Limited Private Equity Line Agreement.

         In connection with our April 2001 private placement of common shares,
Brean Murray & Co., Inc. was our exclusive placement agent and received for its
services (1) $104,363 as a placement agent fee, and (2) warrants to purchase
25,000 common shares at $2.10 per share exercisable during the four-year period
beginning April 9, 2002. In addition, the Brean Murray & Co., Inc. Profit
Sharing Plan purchased 32,285 common shares in the offering, and Robert R.
Henry, one of our directors, purchased 100,000 common shares in the offering.

         In connection with our CorRestore license, effective June 2, 2000, we
granted Wolfe & Company a five-year warrant to purchase 20,000 common shares,
exercisable at $3.00 a share. These warrants were granted before Mr. Joe B.
Wolfe became one of our directors. Also, in connection with our CorRestore
license, effective November 21, 2001, we granted Wolfe & Company a five-year
warrant to purchase 180,000 common shares, exercisable at $3.00 a share.

         In connection with our January 2002 public offering of common shares,
Brean Murray & Co., Inc. was our exclusive placement agent and received for its
services (1) $340,000 as a placement agent fee, and (2) warrants to purchase
100,000 common shares at $5.10 per share exercisable during the four-year period
beginning January 11, 2003.

10.      MAJOR CUSTOMERS AND FOREIGN SALES

         One international distributor accounted for approximately 12% (Europe)
of net revenues for the fiscal year ended November 30, 2002, approximately 17%
(Europe) of net revenues for the fiscal year ended November 30, 2001, and
approximately 23% (Europe) for the fiscal year ended November 30, 2000. Another
international distributor accounted for approximately 11% (Japan) of net
revenues for the fiscal year ended November 30, 2000.

         Additionally, foreign net revenues for the fiscal year ended November
30, 2002 were approximately $1,348,000, for the fiscal year ended November 30,
2001 were approximately $1,595,000, and for the fiscal year ended November 30,
2000 were approximately $2,265,000.

11.      NOTES PAYABLE - BANK LINE OF CREDIT

         On February 13, 2001, we entered into a Loan and Security Agreement
with Crestmark Bank for a working capital line of credit for up to $750,000,
collateralized by all of our assets. Under the Agreement, Crestmark Bank may,
but is not obligated to, lend us amounts we request from time to time, up to
$750,000, if no default exists. The loans are limited by a borrowing base based
on qualifying accounts receivable and lender reserves. The loan is payable on
demand, and collections of our receivables are directed to Crestmark Bank in
payment of any outstanding balance of the loan.

                                       54
<PAGE>
                             SOMANETICS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

         The principal amount outstanding bears interest, payable monthly, at
the prime rate (4.25% at November 30, 2002) plus 2% plus a 2.4% service fee, and
we paid a $45,000 commitment fee for the loan. As of November 30, 2002, $750,000
was available for borrowing, at Crestmark's discretion, under the facility. We
have agreed to use the proceeds of the loans solely as working capital. The line
of credit requires us to maintain minimum tangible net worth of $500,000 and a
ratio of total liabilities to tangible net worth not to exceed 3:1. The line of
credit terminates upon Crestmark's demand.

12.      SEGMENT INFORMATION

         We operate our business in one reportable segment, the development,
manufacture and marketing of medical devices. Each of our two product lines have
similar characteristics, customers, distribution and marketing strategies, and
are subject to similar regulatory requirements. In addition, in making operating
and strategic decisions, our management evaluates net revenues based on the
worldwide net revenues of each major product line, and profitability on an
enterprise-wide basis due to shared costs. Approximately 96% of our net revenues
in fiscal 2002 were derived from our INVOS Cerebral Oximeter product line,
compared to 100% of our net revenues in fiscal 2001.

13.      SUBSEQUENT EVENTS

         On January 22, 2003, we extended the term of our building lease
agreement, beginning January 1, 2004 and expiring December 31, 2004. The minimum
monthly lease payment for the extension will be approximately $16,800.

         On January 23, 2003, our Board of Directors approved an amendment to
the Somanetics Corporation 1997 Stock Option Plan to increase the number of
common shares reserved for issuance pursuant to the exercise of options granted
under the 1997 plan by 450,000 shares, from 2,110,000 to 2,560,000 shares,
subject to shareholder approval at the 2003 Annual Meeting of Shareholders.

         Effective January 23, 2003, we granted 10-year options under the 1997
Stock Option Plan to purchase 11,500 common shares, to two of our employees at
an exercise price of $1.70 per share (the closing sale price of the common
shares as of the date of grant).

         On January 24, 2003, we entered into an amendment to the employment
agreement of Bruce J. Barrett, extending the term of his employment agreement
through April 30, 2006.

                                       55
<PAGE>
                        QUARTERLY INFORMATION (UNAUDITED)

         The following is a summary of our quarterly operating results for the
fiscal years ended November 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                     QUARTER
                                  -----------------------------------------------------------------------------
                                     FIRST                SECOND                 THIRD                FOURTH
                                  -----------          ------------           -----------           -----------
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                               <C>                  <C>                    <C>                   <C>
YEAR ENDED NOVEMBER 30, 2002

Net revenues...............       $ 1,591,820          $  1,659,606           $ 1,432,826           $ 2,021,395
Gross margin...............         1,098,430             1,116,990             1,023,750             1,417,719
Net loss...................          (354,508)             (389,253)             (377,042)              (85,849)
Net loss per
    common share -
    basic and diluted......       $     (0.04)         $      (0.04)          $     (0.04)          $     (0.01)

YEAR ENDED NOVEMBER 30, 2001

Net revenues...............       $ 1,437,492          $  1,261,513           $ 1,110,721           $ 1,845,806
Gross margin...............           837,333               843,834               720,106             1,159,787
Net income (loss)..........          (711,156)             (849,775)             (820,475)               50,495
Net income (loss) per
    common share - basic
    and diluted............       $     (0.11)         $      (0.11)          $     (0.10)          $      0.01
</TABLE>

                                       56
<PAGE>
ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

NONE

                                       57
<PAGE>
                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item 10 regarding our executive officers
is included in the Supplemental Item in Part I of this Report, and is
incorporated in this Item 10 by reference. The information required by this Item
10 regarding our directors will be set forth under the caption  "Election of
Directors" in our Proxy Statement in connection with the 2003 Annual Meeting of
Shareholders scheduled to be held April 10, 2003, and is incorporated in this
Item 10 by reference. The information required by this Item 10 concerning
compliance with Section 16(a) of the Securities Exchange Act of 1934 will be set
forth under the caption  "Section 16(a) Beneficial Ownership Reporting
Compliance" in our Proxy Statement in connection with the 2003 Annual Meeting of
Shareholders scheduled to be held April 10, 2003, and is incorporated in this
Item 10 by reference.

ITEM 11.      EXECUTIVE COMPENSATION

     The information required by this Item 11 concerning executive compensation
will be set forth under the caption  "Executive Compensation"  in our Proxy
Statement in connection with the 2003 Annual Meeting of Shareholders scheduled
to be held April 10, 2003, and is incorporated in this Item 11 by reference.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED STOCKHOLDER MATTERS

     The information required by this Item 12 concerning security ownership of
certain beneficial owners and management will be set forth under the captions
"Voting Securities and Principal Holders" and "Election of Directors" in our
Proxy Statement in connection with the 2003 Annual Meeting of Shareholders
scheduled to be held April 10,  2003, and is incorporated in this Item 12 by
reference. The equity compensation plan information required by this Item 12
will be set forth under the caption "Equity Compensation Plan Information" in
Part II of our Proxy Statement in connection with the 2003 Annual Meeting of
Shareholders scheduled to be held April 10, 2003, and is incorporated in this
Item 12 by reference.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item 13 concerning certain relationships
and related transactions, if any, will be set forth under the caption "Certain
Transactions" or "Compensation Committee Interlocks and Insider Participation"
in our Proxy Statement in connection with the 2003 Annual Meeting of
Shareholders scheduled to be held April 10, 2003, and is incorporated in this
Item 13 by reference.

                                       58
<PAGE>
                                     PART IV

ITEM 14.      CONTROLS AND PROCEDURES

     The Company, under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures within 90 days of the filing date of this
annual report, and, based on their evaluation, our principal executive officer
and principal   financial officer have concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.

     Our disclosure controls and other procedures are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
us in the reports that we file under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      (1)      Financial Statements

         Our financial statements for the following years are included in
         response to Item 8 of this Report:

                  Independent Auditors' Report
                  Balance Sheets - November 30, 2002 and 2001
                  Statements of Operations - For Each of the Three Years in the
                    Period Ended November 30, 2002
                  Statements of Shareholders' Equity  - For Each of the Three
                    Years in the Period Ended November 30, 2002
                  Statements of Cash Flows - For Each of the Three Years in the
                     Period Ended November 30, 2002
                  Notes to Financial Statements

         (2)      Financial Statement Schedule

         The following financial statement schedule is included in response to
         Item 8 of this Report:

                  None.

         (3)      Exhibits

         The Exhibits to this Report are as set forth in the "Index to Exhibits"
         on pages 63 to 66 of this Report. Each management contract or
         compensatory plan or arrangement filed as an exhibit to this Report is
         identified in the "Index to Exhibits" with an asterisk before the
         exhibit number.

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed by us during the fourth quarter of
         the fiscal year ended November 30, 2002.

                                       59
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             Somanetics Corporation
Date:  February 3, 2003                      By: /s/ Bruce J. Barrett
                                                 -----------------------
                                             Bruce J. Barrett
                                             President & Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                       Title                                    Date
---------                       -----                                    ----
<S>                             <C>                                      <C>
/s/ Bruce J. Barrett            President and Chief Executive Officer    February 3, 2003
--------------------            and a Director (Principal Executive
Bruce J. Barrett                Officer)

/s/ H. Raymond Wallace          Chairman of the Board of Directors       January 29, 2003
----------------------
H. Raymond Wallace

/s/ William M. Iacona           Vice President, Finance, Controller,     February 3, 2003
---------------------           and Treasurer (Principal Financial
William M. Iacona               Officer and Principal Accounting
                                Officer)

/s/ Daniel S. Follis            Director                                 February 3, 2003
--------------------
Daniel S. Follis

/s/ James I. Ausman             Director                                 February 3, 2003
-------------------
James I. Ausman, M.D., Ph.D.

/s/ Robert R. Henry             Director                                 February 3, 2003
-------------------
Robert R. Henry

/s/ A. Brean Murray             Director                                 February 3, 2003
-------------------
A. Brean Murray

/s/ Joe B. Wolfe                Director                                 February 3, 2003
----------------
Joe B. Wolfe
</TABLE>

                                       60
<PAGE>
                                 CERTIFICATIONS

I, Bruce J. Barrett, certify that:

1.       I have reviewed this annual report on Form 10-K of Somanetics
Corporation;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)       designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report
         is being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the
         filing date of this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a)       all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

         b)       any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  February 3, 2003

                                             /s/ Bruce J. Barrett
                                             -----------------------------------
                                             Bruce J. Barrett, President and
                                             Chief Executive Officer

                                       61
<PAGE>
                                 CERTIFICATIONS

I, William M. Iacona, certify that:

1.       I have reviewed this annual report on Form 10-K of Somanetics
Corporation;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)       designed such disclosure controls and procedures to ensure
         that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b)       evaluated the effectiveness of the registrant's disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a)       all significant deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b)       any fraud, whether or not material, that involves management
         or other employees who have a significant role in the registrant's
         internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  February 3, 2003

                                             /s/ William M. Iacona
                                             -----------------------------------
                                             William M. Iacona, Vice
                                             President, Finance, Controller,
                                             and Treasurer

                                       62
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                  DESCRIPTION
-------                                  -----------
<S>                    <C>
 3(i)                  Restated Articles of Incorporation of Somanetics Corporation, incorporated by reference to
                       Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28,
                       1998.

 3(ii)                 Amended and Restated Bylaws of Somanetics Corporation, incorporated by reference to
                       Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed with the
                       Securities and Exchange Commission on June 16, 1995.

 10.1                  Lease Agreement, dated September 10, 1991, between Somanetics Corporation and WS Development
                       Company, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q
                       for the quarter ended August 31, 1991.

 10.2                  Extension of Lease, between Somanetics Corporation and WS Development Company, dated July 22, 1994,
                       incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the
                       quarter ended August 31, 1994.

 10.3                  Change in ownership of Lease Agreement for 1653 E. Maple Road, Troy, MI 48083, dated September 12,
                       1994, between Somanetics Corporation and First Industrial, L.P., incorporated by reference to
                       Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1994.

 10.4                  Second Addendum, between Somanetics Corporation and First Industrial Mortgage Partnership, L.P.,
                       dated April 14, 1997, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
                       on Form 10-Q for the quarter ended May 31, 1997.

 10.5                  Third Amendment, between Somanetics Corporation and First Industrial Mortgage Partnership, L.P.,
                       dated April 23, 1999, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report
                       on Form 10-Q for the quarter ended May 31, 1999.

 10.6                  Fourth Amendment, between Somanetics Corporation and First Industrial Mortgage Partnership, L.P.,
                       dated April 13, 2000, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
                       on Form 10-Q for the quarter ended May 31, 2000.

 10.7                  Fifth Amendment, between Somanetics Corporation and First Industrial Mortgage Partnership, L.P.,
                       dated January 22, 2003.

*10.8                  Somanetics Corporation Amended and Restated 1991 Incentive Stock Option Plan, incorporated by
                       reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended
                       November 30, 1991.

*10.9                  Fourth Amendment to Somanetics Corporation 1991 Incentive Stock Option Plan, incorporated by
                       reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended
                       November 30, 1992.

*10.10                 Amended and Restated Fifth Amendment to Somanetics Corporation 1991 Incentive Stock Option Plan,
                       incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
                       fiscal year ended November 30, 1995.

*10.11                 Somanetics Corporation 1993 Director Stock Option Plan, incorporated by reference to Exhibit 10.8 to
                       the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1992.

*10.12                 Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to Exhibit 10.9 to the
                       Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1996.

*10.13                 First Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to
                       Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1997.

*10.14                 Second Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to
                       Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1998.

*10.15                 Third Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to
                       Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1999.

*10.16                 Fourth Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated by referenced to
                       Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2000.
</TABLE>

                                       63
<PAGE>
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT                                  DESCRIPTION
-------                                  -----------
<S>                    <C>
*10.17                 Fifth Amendment to Somanetics Corporation 1997 Stock Option Plan, incorporated by reference to
                       Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 2002.

*10.18                 Sixth Amendment to Somanetics Corporation 1997 Stock Option Plan.

*10.19                 Restated Somanetics Corporation 2001 Employee Incentive Compensation Plan, dated as of March 5, 2001,
                       incorporated by referenced to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
                       quarter ended February 28, 2001.

*10.20                 Somanetics Corporation 2003 Incentive Compensation Plan, dated as of October 24, 2002

*10.21                 Employment Agreement, dated May 13, 1994, between Somanetics Corporation and Bruce J. Barrett,
                       incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
                       quarter ended May 31, 1994.

*10.22                 Amendment to Employment Agreement, dated as of July 21, 1994, between Somanetics Corporation and
                       Bruce J. Barrett, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on
                       Form 10-Q for the quarter ended August 31, 1994.

*10.23                 Amendment to Employment Agreement, dated as of April 24, 1997, between Somanetics Corporation and
                       Bruce J. Barrett, incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Registration
                       Statement on Form S-1 (file no. 333-25275), filed with the Securities and Exchange Commission on
                       May 30, 1997.

*10.24                 Amendment to Employment Agreement, dated as of April 18, 2000, between Somanetics Corporation and
                       Bruce J. Barrett, incorporated by reference to Exhibit 10.3 to the Company's Quarterly report on
                       Form 10-Q for the quarter ended May 31, 2000.

*10.25                 Amendment to Employment Agreement, dated as of March 5, 2001, between Somanetics Corporation and
                       Bruce J. Barrett, incorporated by reference to Exhibit 10.2 to the Company's Quarterly report on
                       Form 10-Q for the quarter ended February 28, 2001.

*10.26                 Amendment to Employment Agreement, dated as of January 24, 2003, between Somanetics Corporation and
                       Bruce J. Barrett.

*10.27                 Employment Agreement, dated August 1, 2002, between Somanetics Corporation and Dominic J. Spadafore,
                       incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter
                       ended August 31, 2002.

*10.28                 Change in Control, Invention, Confidentiality, Non-Compete and Non-Solicitation Agreement, dated January
                       11, 2002, between Somanetics Corporation and Richard S. Scheuing, incorporated by reference to
                       Exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2001.

*10.29                 Stock Option Agreement, dated May 16, 1994, between Somanetics Corporation and Bruce J. Barrett,
                       incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter
                       ended August 31, 1994.

*10.30                 Stock Option Agreement, dated July 21, 1994, between Somanetics Corporation and Bruce J. Barrett,
                       incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
                       ended August 31, 1994.

*10.31                 Stock Option Agreement, dated July 21, 1994, between Somanetics Corporation and Gary D. Lewis,
                       incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter
                       ended August 31, 1994.

*10.32                 Stock Option Agreement, dated July 21, 1994, between Somanetics Corporation and Raymond W. Gunn,
                       incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter
                       ended August 31, 1994.

*10.33                 Stock Option Agreements, dated July 20, 1995, between Somanetics Corporation and Richard Farkas,
                       incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year
                       ended November 30, 1995.
</TABLE>

                                       64
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                  DESCRIPTION
-------                                  -----------
<S>                    <C>
*10.34                 Form of Stock Option Agreement, dated December 22, 1995, between Somanetics Corporation and various
                       employees, incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K
                       for the fiscal year ended November 30, 1995.

*10.35                 Form of Stock Option Agreement, dated December 22, 1995, between Somanetics Corporation and various
                       officers, incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for
                       the fiscal year ended November 30, 1995.

*10.36                 Form of new Stock Option agreement, dated December 22, 1995, between Somanetics Corporation and various
                       employees, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for
                       the fiscal year ended November 30, 1995.

*10.37                 Form of Stock Option Agreement, dated January 5, 1996, between Somanetics Corporation and two officers,
                       incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal
                       year ended November 30, 1995.

*10.38                 Form of Stock Option Agreement, dated as of April 24, 1997, between Somanetics Corporation and
                       twenty-three employees, incorporated by reference to Exhibit 10.32 to Amendment No. 1 to the
                       Registration Statement on Form S-1 (file no. 333-25275), filed with the Securities and Exchange
                       Commission on May 30, 1997.

*10.39                 Amendment to Stock Option Agreement, dated as of February 1, 1995, between Somanetics Corporation and
                       Gary D. Lewis, amending July 21, 1994 Stock Option Agreement, incorporated by reference to Exhibit 10.31
                       to Post-Effective Amendment No. 5 to the Company's Registration Statement on Form S-1 (file no. 33-38438)
                       filed with the Securities and Exchange Commission on March 30, 1995.

*10.40                 Stock Option Agreement, dated as of August 1, 2002, between Somanetics Corporation and Dominic J.
                       Spadafore, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for
                       the quarter ended August 31, 2002.

*10.41                 Consulting Agreement, dated February 28, 1983, as amended, between Somanetics Corporation and Hugh F.
                       Stoddart, incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for
                       the fiscal year ended November 30, 1991.

 10.42                 Current Form of Somanetics Corporation Confidentiality Agreement used for testing hospitals and
                       clinics, incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for
                       the fiscal year ended November 30, 1992.

 10.43                 Current Form of Somanetics Corporation Confidentiality Agreement used for the Company's employees
                       and agents, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form
                       10-Q for the quarter ended August 31, 1992.

 10.44                 Assignments, dated October 6, 1983, January 23, 1986, February 11, 1986 and February 11, 1986, from
                       Gary D. Lewis to Somanetics Corporation in connection with the Company's INVOS technology,
                       incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1
                       (file no. 33-38438).

 10.45                 Assignments, dated October 5, 1983, August 28, 1985, February 11, 1986, February 12, 1986, and
                       September 24, 1986, from Hugh F. Stoddart to Somanetics Corporation in connection with the Company's
                       INVOS technology, incorporated by reference to Exhibit 10.18 to the Company's Registration Statement
                       on Form S-1 (file no. 33-38438).

 10.46                 Warrant, dated as of March 6, 2000, from Somanetics Corporation to Kingsbridge Capital Limited,
                       incorporated by reference to Exhibit 10.43 to the Company's Registration Statement on Form S-1 (file no.
                       333-33262) filed on March 24, 2000 and effective March 31, 2000.
</TABLE>

                                       65
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                  DESCRIPTION
-------                                  -----------
<S>                    <C>
 10.47                 Termination Agreement, dated as of March 29, 2001, between Somanetics Corporation and Kingsbridge
                       Capital Limited, incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on
                       Form 10-Q for the quarter ended February 28, 2001.

 10.48                 Engagement Letter, dated as of March 29, 2001, between Somanetics Corporation and Brean Murray &
                       Co., Inc., incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
                       for the quarter ended February 28, 2001.

 10.49                 Registration Rights Agreement, dated as of April 9, 2001, among Somanetics Corporation and the
                       selling shareholders, incorporated by reference to Exhibit 4.3 to the Somanetics Corporation
                       Registration Statement on Form S-3 (file no. 333-59376) filed April 23, 2001 and effective May 3,
                       2001.

 10.50                 Form of Warrant Agreement, dated April 9, 2001, between Somanetics Corporation and Brean Murray &
                       Co., Inc., incorporated by reference to Exhibit 4.4 to the Somanetics Corporation Registration
                       Statement on Form S-3 (file no. 333-59376) filed April 23, 2001 and effective May 3, 2001.

 10.51                 Amendment to Warrant Agreement, dated December 6, 2001, between Somanetics Corporation and Brean
                       Murray & Co., Inc., incorporated by reference to Exhibit 10.53 to the Somanetics Corporation
                       Registration Statement on Form S-1 (file no. 333-74788) filed December 7, 2001 and effective
                       January 11, 2002.

 10.52                 Form of Placement Agency Agreement, dated as of January 11, 2002, between Somanetics Corporation
                       and Brean Murray & Co., Inc., incorporated by reference to Exhibit 1.1 to the Somanetics
                       Corporation Registration Statement on Form S-1 (file no. 333-74788) filed December 7, 2001 and
                       effective January 11, 2002.

 10.53                 Form of Warrant Agreement and Warrant, dated January 16, 2002, between Brean Murray & Co., Inc. and
                       Somanetics Corporation, incorporated by reference to Exhibit 1.3 to the Somanetics Corporation
                       Registration Statement on Form S-1 (file no. 333-74788) filed December 7, 2001 and effective
                       January 11, 2002.

 10.54                 Loan and Security Agreement, dated as of February 13, 2001, between Somanetics Corporation and Crestmark
                       Bank, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
                       quarter ended February 28, 2001.

 10.55                 License Agreement, dated as of June 2, 2000, among Somanetics Corporation, CorRestore LLC,
                       Constantine L. Athanasuleas, M.D. and Gerald D. Buckberg, M.D., including forms of warrants from
                       Somanetics Corporation to CorRestore LLC and Wolfe & Company, incorporated by reference to
                       Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2000.

 10.56                 Amendment No. 1 to License Agreement, dated as of August 1, 2002, among Somanetics Corporation,
                       CorRestore LLC, Constantine L. Athanasuleas, M.D., and Gerald D. Buckberg, M.D., incorporated by
                       reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
                       August 31, 2002.

 23.1                  Consent of Deloitte & Touche LLP.

 99.1                  Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.

 99.2                  Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
                       Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

                                       66