EXHIBIT 10.2    ELEKTA AGREEMENT DATED FEBRUARY 1, 2002

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EXHIBIT 10.2

DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT(hereinafter the "Agreement"), is made and entered into as of the 1st day of
February, 2002 by and between4-D NEUROIMAGING, a corporation organized and existing under the laws of California (hereinafter
"Manufacturer") andELEKTA INSTRUMENTS, INC., a corporation organized and existing under the laws of Georgia (hereinafter "Distributor").

W I T N E S S E T H:

WHEREAS,Manufacturer is the owner and manufacturer of the Products defined below (the "Products");

WHEREAS,Distributor is in the business of marketing medical devices in the United States of America;

WHEREAS,Distributor wishes to obtain exclusive distributorship rights with respect to the Products in connection with sales to customers
throughout the Territory (as defined hereinafter); and

WHEREAS,Manufacturer desires to appoint Distributor as its exclusive distributor for the Products for sales to customers in the
Territory;

NOW, THEREFORE,in consideration of the mutual promises herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Manufacturer and Distributor hereby agree as follows:

1.    Definitions.

For the purpose of this Agreement the following terms shall have the following meanings:



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2.    Appointment and Duties of Distributor.

2.1.  Manufacturer
hereby appoints Distributor, and Distributor hereby accepts appointment, as Manufacturer' exclusive distributor for the Products in connection with sales
to customers in the Territory. Manufacturer shall not grant to any other Person the right to represent, sell, or sublicense any of the Products for use by customers in the Territory during the term of
this Agreement without the consent of Distributor. Manufacturer shall not sell or license any of the Products for use by customers within the Territory during the term of this Agreement. Without the
consent of Distributor, Manufacturer shall not send personnel to any place within the Territory to assist in any sale of, or other transaction relative to, the Products, to contact potential
customers, to provide technical assistance or to promote any of the Products. Without the consent of Distributor, Manufacturer shall not have the right to sell any Products for use by customers in the
Territory except through Distributor.

2.2.  If
Manufacturer introduces or begins to manufacture new Magnetoencephalography ("MEG") products, Distributor shall be entitled to the right of first refusal to
exclusively distribute such new MEG products within the Territory, andExhibit 1.14hereto of this Agreement shall be modified accordingly.

2.3.  If
Manufacturer introduces or begins to manufacture any other new products than those described in Section 2.2 hereof, Manufacturer shall immediately so inform
Distributor. Distributor, for a period of ninety (90) days following the day it receives such information, shall be granted the first right of refusal to exclusively distribute such new
products within the Territory. Upon exercise of such right, Distributor shall demonstrate to Manufacturer's reasonable satisfaction that it is capable of distributing the new products. If Distributor
does not make an election within the ninety (90) day

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period or elects not to distribute such new product, Manufacturer may freely arrange for alternative distribution of such new products within the Territory.

2.4.  Neither
party hereto shall reveal, use to its financial benefit or utilize to the financial detriment of the other, any trade secrets or other similarly protected
confidential information of the other party supplied pursuant to this Agreement, whether during the term of this Agreement or after the expiration or termination of this Agreement for a period of five
years for any reason, but only if such information was designated in writing as being "confidential" or "proprietary" at the time such information was provided by the other party.

2.5.  Distributor
shall distribute each Product under the trademark listed for such Product onExhibit 2.5hereto (the
"Trademarks"). Manufacturer shall label each Product accordingly. Manufacturer shall for the term of this Agreement and at its own cost register and maintain the Trademarks registered within the
Territory. Distributor shall not use any Trademark other than for the purposes described in this Agreement. No right or title in the name "Elekta" is hereby granted to Manufacturer and Manufacturer
acknowledges that notwithstanding anything to the contrary contained in this Agreement the trade name "Elekta" and the goodwill attached to same is and shall remain the sole and exclusive property of
Distributor. No right or title in the Trademarks, other than those granted explicitly in this agreement elsewhere, is hereby granted to Distributor and Distributor acknowledges that notwithstanding
anything to the contrary in this Agreement said Trademarks and the goodwill attached to some are and shall remain the sole and exclusive property of Manufacturer.

2.6.  Distributor
covenants and agrees that during the term of this Agreement it will give and invest reasonable commercial efforts to the energetic and diligent distribution
and sale of the Products for use by customers in the Territory, including such advertising and promotional efforts as are reasonably necessary in the opinion of Distributor. In connection therewith,
the Distributor shall maintain an active and effective commercial organization designed to maximize sales of the Products. Except as otherwise provided herein, all promotional expenses and operating
expenses incurred by Distributor in fulfillment of its role as distributor shall not be reimbursed by Manufacturer.

2.7.  The
relationship established between Manufacturer and Distributor by this Agreement is solely that of seller and buyer. The Distributor and Manufacturer are independent
contractors and neither is in any way the legal representative of the other. Neither party is authorized to, nor shall it, assume or incur any obligation of any kind, express or implied, on behalf of
the other party. The Distributor shall
at all times identify itself as an independent contractor that has been appointed as a distributor for the Products in the Territory.

2.8.  Each
party shall promptly notify the other party of any complaints or problems reported to, or encountered by, the first party in connection with the design or
operation of the Products.

2.9.  Distributor
shall be responsible for service and support of the Products throughout the Territory. However, Manufacturer will provide such support as requested by
Distributor in accordance withExhibit 2.9hereof.

2.10.
For the first three (3) years following the date of this Agreement or the date upon which the Centers for Medicare/Medicaid Services ("CMS") has issued an updated
reimbursement level for the APC code associated with epilepsy with a reimbursement rate in excess of $2,500 per procedure, whichever is later, Distributor covenants and agrees to minimum sales (the
"Minimum Sales") and management target sales (the "Target Sales") as set forth onExhibit 2.10.

3.    Duties of Manufacturer.

3.1.  Manufacturer
shall, at its sole cost and expense, be responsible for obtaining and maintaining all regulatory approvals and licenses from any and all governmental
agencies which may be necessary or required for the importation and sale of the Products in the Territory.

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3.2.  Manufacturer
shall:



3.3.  (a)
Manufacturer shall defend and indemnify Distributor and its Affiliates, agents, servants, officers, directors and employees from and against all damages, claims,
judgments and liabilities by or to third parties (plus litigation costs incurred) resulting from:



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4.    Common Duties and Covenants.

Manufacturer and Distributor covenant and agree to the following:

4.1.  Distributor's
and Manufacturer's respective research and development teams will cooperate and work together to expeditiously provide end users of the Products with the
ability to merge MEG and Gamma Knife data sets and make such information available in Distributor's planning software.

4.2.  Distributor
and Manufacturer agree to cooperate to create a communications process identifying currently active prospects and any potential customers so as to keep the
other informed on a monthly basis. Distributor and Manufacturer agree to have sales meetings on a monthly basis at a location mutually agreed upon, in an effort to promote coordination of the sales
process in the neurosurgery, research and other markets as they emerge.

4.3.  Distributor
and Manufacturer agree to have meetings at the end of each Agreement Year, in which the performance of Distributor's management, discount levels, sales
volumes and other matters under this Agreement shall be reviewed.

4.4.  Distributor
and Manufacturer each covenant and agree to perform its respective obligations under this agreement in such manner as to satisfy all applicable regulatory
and legal requirements. In particular, both Parties agree to use all reasonable efforts to satisfy those regulatory requirements that pertain to medical devices sold, offered for sale, services, and
used in the Territory.

5.    Sales Terms and Conditions.

The following terms and conditions shall be incorporated by reference into and shall control any purchase order or sale whereby Distributor purchases Products
from Manufacturer pursuant to this Agreement:

5.1.  The
Distributor agrees to purchase from Manufacturer the Products as set forth in written purchase orders to be submitted to Manufacturer. Distributor shall attach a
Total System Specification to each purchase order and Manufacturer's confirmation of the purchase order shall be deemed an approval of such Total System Specification.

5.2.  Manufacturer
agrees to sell Products to Distributor at the price as set forth inExhibit 1.14hereto and to
accept each purchase order submitted by Distributor pursuant to Section 5.1 hereof provided that the Total System Specification is acceptable to Manufacturer. The prices set forth in Exhibit 1.14may be amended from time to time by mutual written agreement of Manufacturer and Distributor. To ensure an efficient sales process
Distributor agrees to submit a proposed Total System Specification to Manufacturer for review and comment prior to executing a final purchase agreement with an End User.

5.3.  The
purchase price shall be paid by Distributor as follows: thirty percent (30%) shall be paid within thirty (30) calendar days from the date of order
confirmation by Manufacturer; fifty percent (50%) shall be paid within thirty (30) calendar days from the date of delivery of the Product; and twenty percent (20%) shall be paid within thirty
(30) calendar days as from the date of the issuance of the Certificate of Acceptance (as defined hereinafter).

5.4.  Delivery
of the Products ordered and accepted for all End Users shall be made FOB End User site on or around the delivery date set forth in the purchase order
confirmation (the "Delivery Date"). Manufacturer shall arrange for shipping and insurance on each shipment of Products at the

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expense of Manufacturer. The date upon which the shipment of Products under such purchase order is actually made by Manufacturer shall be referred to as the "Shipment Date." Distributor shall have
the right to cancel any purchase order, without penalty, if the Products covered by such purchase order have not been shipped (or, for orders for Japan, delivered) within 90 days after the
Delivery Date for such purchase order.

5.5.  Distributor
shall inspect the shipped Products promptly on their arrival at the Site or when such Products otherwise first come into the possession of Distributor and
shall promptly give written notice
to the Manufacturer of any claim that the Products do not conform with the terms of the accepted purchase order.

5.6.  Manufacturer
warrants each Product against defective material and workmanship for a period of twelve (12) months from the Acceptance Date. Distributor shall make
all reasonable good faith efforts to obtain the Certificate of Acceptance, such Certificate of Acceptance shall not be unreasonably withheld. Distributor shall, on behalf of Manufacturer, promptly
repair or replace, at its option, any defective Product or component thereof during the warranty period, and provide labor in connection therewith, at the location of the end-user at which
such Product is installed. Manufacturer shall provide "third line support" in relation to each Product during its warranty period in accordance with Exhibit 2.9hereof. Manufacturer shall supply
replacement Products or components thereof as may be required by Distributor for performance of
warranty obligations, without charge. In addition, Manufacturer shall reimburse Distributor for costs incurred plus a per diem of $40 per employee time spent in relation to warranty work. This
warranty is contingent upon proper use in the application for which the Products are intended and shall be void as to (a) Products which have been modified or altered without the approval of
Manufacturer; (b) Products which have been subjected to unusual physical stress, negligence or accident; (c) Products on which the original identification marks have been removed or
altered; or (d) Products used in contravention of Manufacturer' instructions, recommendations, or warnings.

5.7.  Each
purchase order and the sales terms and conditions stated in Sections 5.1 through 5.6 hereof shall be a binding contract at the time such purchase order is
confirmed in writing by Manufacturer at Manufacturer' home office in San Diego, California and are intended by the parties as the final expression of their agreement and as a complete and exclusive
statement of its terms. In the event of a conflict between the purchase order and the foregoing terms and conditions, the foregoing terms and conditions shall control. These sales terms and conditions
shall not be modified, varied, qualified, supplemented or interpreted by any prior course of dealing between Manufacturer and Distributor or by any usage of trade. No waiver, alteration or
modification of these terms and conditions whether on Distributor's purchase order or otherwise shall be valid, and additional or different terms and terms and conditions by causing one of its
authorized officers to execute a signed writing which specifically sets forth such additional or different terms and conditions.

5.8.  Distributor
shall obtain from each end-user of the Products an executed copy of a software license substantially similar to Manufacturer's standard software
license attached asExhibit 5.8hereto.

6.    Installation, Training, Service, etc.

6.1.  Distributor
shall take responsibility for installation of the Products at the end-user's Site. Distributor shall furthermore provide technical training to
its end-users. Distributor shall maintain an adequately trained service force and provide service for the Products within the Territory. Manufacturer will provide Distributor with training
and technical support to enable Distributor to perform these functions in accord with 3.2(b) above.

6.2.  Manufacturer
will confirm that the Site-Criteria are met as described onExhibit 6.2hereto and warrants
their correctness and adequacy for the purpose of planning and preparing the Site and the Magnetically Shielded Room. Upon distributor's request, Manufacturer shall perform necessary tests to ensure
compliance of the Site and the Magnetically Shielded Room with the Site-Criteria. Upon completion of said tests Manufacturer shall issue the Verification. Distributor will pay Manufacturer
for the services in accord with 3.2(b) above.

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6.3.  Upon
installation of the product in the Magnetically Shielded Room, the Acceptance Test shall be performed as described onExhibit 6.3hereto. When the Acceptance Test has been successfully performed
Distributor shall issue a certificate of acceptance (the "Certificate of Acceptance") to Manufacturer.

6.4.  After
the expiry of the warranty period, Manufacturer shall deliver spare parts for the Product according to price-lists applicable at the time of order of same.
Manufacturer guarantees the availability of spare parts for a minimum period of 8 years after a Product has been delivered to end-user. Said guarantee shall survive termination of this
Agreement.

7.    Term of Agreement; Remedies of Manufacturer.

7.1.  This
Agreement shall commence upon the date first written above and shall terminate five (5) years thereafter, unless earlier terminated or extended pursuant to
the terms hereof.

7.2.  If
either party is in compliance with this Agreement in all material respects and the other party commits a material breach of this Agreement and fails to cure such
breach within thirty (30) days after written notice thereof is delivered to the breaching party, the nonbreaching party may terminate this Agreement effective ten (10) days after
delivery to the breaching party of notice thereof;provided,however, that if Distributor fails to meet
the minimum sales requirements set forth onExhibit 2.10the parties will negotiate in good faith to remedy the failure; if
non-performance prevails for a period of ninety (90) days following such negotiations, Manufacturer may terminate this Agreement upon ten (10) days prior written notice.

7.3.  Upon
the expiration or earlier termination of this Agreement, for any cause whatsoever, Distributor agrees to return to Manufacturer any of the following items which
have been supplied by Manufacturer
to Distributor: advertising materials, price lists, technical documents, documents outlining terms and conditions of sale, and any other information embodied in tangible form. When and in such event,
Distributor further agrees to cooperate in the transfer of all regulatory or commercial registrations, permits, licenses or allowances obtained by Distributor in connection herewith, to such party or
parties as directed by Manufacturer. Distributor and Manufacturer agree to negotiate in good baith to designation of responsibilities required to ensure all end users of Products distributed by
Distributor receive uninterrupted service for those Products.

8.    Force Majeure.

Neither Manufacturer nor Distributor shall be responsible for any losses resulting therefrom to the other party, or to third parties, if fulfillment by it of any
terms or provisions of this Agreement, or any order, is delayed or prevented by revolution or other disorder, war, acts of enemies, strike, fire, flood, labor dispute, riot, insurrection, accident,
storm, inability to obtain materials or supplies, act of God, act of any government, or other cause not within the control of Manufacturer or Distributor, as the case may be. Where only part of
Manufacturer's capacity to perform shall have been excused under this Section 8, Manufacturer shall use its best efforts to allocate deliveries among its customers, including Distributor, in a
commercially fair and reasonable manner. Where such allocation has been made, reasonable notice of the estimated quota to be made available to Distributor shall be given.

9.    Arbitration.

All disputes arising in connection with this Agreement shall be finally settled by arbitration in Atlanta, Georgia under the then applicable Rules of Arbitration
of the American Arbitration Association by one or more arbitrators appointed in accordance with such Rules. Judgment upon the award rendered may be entered in any court of competent jurisdiction or
application may be made to such court for judicial acceptance of such award and an order of enforcement, as the case may be. The parties hereby agree that the rendering of an award by the arbitrator
or arbitrators shall be a condition precedent to the initiation of any legal proceedings with respect to any dispute arising in connection with this Agreement.

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10.  Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of Georgia.

11.  Miscellaneous Terms.

11.1.
This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior and contemporaneous agreements and
understandings, whether oral or written, relating to the subject matter hereof.

11.2.
No waiver by either party of any breach or default hereunder of the other party or the giving of time for performance shall be deemed to be a waiver of any subsequent breach or
default.

11.3.
This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the respective parties hereto.Provided, however:(i) Distributor shall have the right to
appoint agents and/or sub-distributors within the Territory; and (ii) Distributor shall have the right to
designate one or more of its Affiliates which may purchase Products and services from Manufacturer pursuant to this Agreement for resale in certain countries within the Territory, in which event such
purchases shall be deemed to have been made by Distributor for purposes of this Agreement.

11.4.
No rights or duties under this Agreement shall be assigned or delegated by either party without the prior written consent of the other party.Provided,
however,Distributor shall be permitted to assign its rights and delegate its obligations under this Agreement to any Affiliate of Distributor, subject to the conditions that:
(i) such Affiliate shall assume all of the obligations of Distributor hereunder; and (ii) Distributor shall not be thereby relieved of its obligations hereunder.

11.5.
The Distributor shall assist Manufacturer in any Product recall, Product safety inspection, or Product update which Manufacturer reasonably believes is necessary to protect the
health and welfare of the public or the proper functioning of any of the Products.

11.6.
Any notice or request to be given by either party to the other hereunder shall be given in writing, shall be sent by prepaid air courier, registered air mail, postage prepaid, or,
facsimile. Whenever a notice or request is required hereunder to be given at or prior to a particular time, such notice or request must be actually received by the party to whom it is required to be
given at or prior to such time. Notices shall be addressed to the respective parties at the following addresses or to such other addresses as either party may hereafter from time to time designate in
writing to the other party for the reception of notices:

|If to Manufacturer: |  | 4-D Neuroimaging
9727 Pacific Heights Blvd.
San Diego, CA 92121-3719
Fax: (858) 458-5698
Attention: Scott Buchanan                     
|------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|If to Distributor:  |  | Elekta Instruments, Inc.
3155 Northwoods Parkway
Norcross, GA 30071
Fax: (770) 448-6338
Attention: Dennis J. Quagliani
V.P., Operations

11.7.
If any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such section shall be deemed amended to delete therefrom the portion adjudicated
to be invalid or unenforceable.

11.8.
The following sections of this Agreement shall survive its termination: 2.4, 2.5, 3.3, 7.3, 9 and 10.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals as of the date and year first above written.

| |  | ELEKTA INSTRUMENTS, INC.
| |  | ------------------------
| |  | By:                     
| |  |                         
| |  |                         
| |  | 4-D NEUROIMAGING        
| |  | By:                     
| |  |                         
| |  |                         

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LIST OF EXHIBITS

|Exhibit 1.14   |  | Prices to Distributor                                               
|-------------- |  | --------------------------------------------------------------------
|Exhibit 2.5    |  | Trade-Names, Trademarks and Service Marks                           
|Exhibit 2.9    |  | Provision of Third Line Support by ManufacturerTerms and Conditions
|Exhibit 2.10   |  | Minimum Sales and Target Sales                                      
|Exhibit 3.2(b) |  | Manufacturer Support and Cost                                       
|Exhibit 5.8    |  | Manufacturer's Standard Software License                            
|Exhibit 6.2    |  | Site-Planning Guide                                                 
|Exhibit 6.3    |  | Acceptance Test                                                     

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EXHIBIT 1.14    PRICES TO DISTRIBUTOR  (U.S. Dollars)

|Item |  | Description                           |  | Transfer Price |  | MSRP w/o MSR |  | MSR to be purchased from 4D
|---- |  | ------------------------------------- |  | -------------- |  | ------------ |  | ---------------------------
|1    |  | Magnes 2500 WH Standard Configuration |  | ***            |  | ***          |  | ***                        
|2    |  | Magnes 3600 WH Standard Configuration |  | ***            |  | ***          |  | ***                        

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EXHIBIT 2.5    TRADE-NAMES, TRADEMARKS AND SERVICE MARKS

Magnes®
and Biomagnetic Technologies® with the logo are registered trademarks of the Company by registration with the State of California and by registration with
the U.S. Patent and Trademark Office. Biomagnetic Technologies® and Magnetic Source Imaging® are registered trademarks in the State of California. Neuromag® and
Vectorview® are registered trademarks of the Company by registration with the Finnish National Board of Patents and Registration. The Company has applied for trademark registration with
the U.S. Patent and Trademark Office for the following marks: 4-D Neuroimaging, with and without the logo, and Vectorview.

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EXHIBIT 2.9    PROVISION OF THIRD LINE SUPPORT*  BY MANUFACTURERTERMS AND CONDITIONS

*(Note
that this exhibit is provisional until there is a definition of 'third line support')

At
the request of Distributor, Manufacturer will provide service support and personnel to repair and maintain end customer equipment as follows.



|Item                     |  | Description |  | Unit |  | Unit Cost
|------------------------ |  | ----------- |  | ---- |  | ---------
|***                      |  | ***         |  | ***  |  | ***      
|Spare Parts List Pricing |  |             |  |      |  |          
|***                      |  | ***         |  | ***  |  | ***      

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EXHIBIT 2.10
MINIMUM SALES AND TARGET SALES

|Year |  | Product                         |  | Minimum Sale Number |  | Target Sale Number
|---- |  | ------------------------------- |  | ------------------- |  | ------------------
|1    |  | Magnes 2500WH or Magnes 3600 WH |  | 2                   |  | 4                 
|2    |  | Magnes 2500WH or Magnes 3600 WH |  | 3                   |  | 9                 
|3    |  | Magnes 2500WH or Magnes 3600 WH |  | 5                   |  | 15                

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EXHIBIT 3.2(B)    MANUFACTURER SUPPORT AND COST

As
part of the initial training Manufacturer will provide the following for Distributor free of charge



ONGOING
MANUFACTURER SUPPORT AND COST

|Item                                                              |  | Unit  |  | Unit Cost |           | Comment
|----------------------------------------------------------------- |  | ----- |  | --------- | --------- | -------
|Training of Distributor personnel                                 |  | 1 day |  | $         | 1,000/day |        
|On-site marketing support at Trade Shows requested by Distributor |  | 1 day |  | $         | 1,500/day |        

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EXHIBIT 5.8    MANUFACTURER'S STANDARD SOFTWARE LICENSE

None
Exists

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EXHIBIT 6.2***    SITE PLANNING GUIDE

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EXHIBIT 6.3 * * *    ACCEPTANCE TEST

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