Exhibit 10.2

AIGPrivate Bank

4-D
Neuroimaging, Inc.
Attn: Dr. Scott Buchanan, CEO
9727 Pacific Heights Blvd.
San Diego, CA 92121-3719
USA

Zurich,
November 5, 2002

Loan Agreement Nr 2498380

Dear
Sirs,

With
reference to our various discussions, we are pleased to make available to you a loan facility on the following terms and conditions (hereinafter referred to as the "Agreement"):

Borrower

4-D Neuroimaging, Inc. 9727 Pacific Heights Blvd., San Diego, CA 92121-3719, USA, formerly known as Biomagnetic
Technologies, Inc. (hereinafter referred to as the "Borrower")

Lender

AIG Private Bank Ltd., Pelikanstrasse 37, P.O. Box 1376, CH-8021 Zurich

(hereinafter
referred to as the "Lender")

Loan Amount

USD 1,000,000 (United States Dollars one million 00/100)

Purpose

For general corporate purposes and for repayment of advances and/or services provided in 2002 to the Borrower totaling USD 570,000 payable to Dassesta
International S.A., as follows: Re. Dr. Enrique Maso, USD 125,000, Re. Swisspartners USD 125,000, Re. Sequoia Int. USD 200,000, Re. Carnet AG USD 120,000.

Utilization & Payout

In the form of a fixed term advance in US Dollars payable as follows:



Term / Duration

This credit facility will be granted for an overall duration of one year after disbursement.

Repayment

The Borrower shall repay in full all outstanding advances and interest amounts made to it on the Final Maturity Date, or before at his discretion, on any
roll-over date.

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Interest Rate

The Borrower agrees to pay interest on all outstanding principal amounts in accordance with the following provisions:

The
interest rate for fixed term advances is based on our refinancing costs in line with the current market conditions plus a fixed margin of 2.5% p.a.

Interest
will be calculated on the basis of the exact number of days elapsed, divided by a 360-day year (365/360) and will be payable at the end of each interest period.

If
any sum due and payable by the Borrower is not paid when due, the interest on any such amounts will be calculated on the basis of the refinancing costs of the Lender, together with
the margin of 5% (five per cent) per annum, for the period beginning with the due date until receipt by the Lender of the payment.

If
any payment date shall fall on a day on which banks in Zurich or New York are not open for business, such payment date shall be extended to the next succeeding business day unless
such business day falls in the next calendar month in which event such due date shall be the immediately preceeding business day.

Security

Establishment Fee

The Borrower shall pay to the lender an Establishment Fee of USD 10,000 flat, due upon signing of this Agreement. At the Lender's discretion, this fee may be
either paid immediately or deducted upon disbursement.

Costs, Fees and Expenses

The Borrower shall pay to the Lender on demand an amount equal to all costs, charges and expenses (including, but not limited to, legal expenses and stamp
registration or other duties) incurred by the Lender in connection with preparation and execution of this Agreement and the security and other
documentation contemplated hereby and all costs, charges and expenses (including legal expenses on a full indemnity basis) of the Lender in connection with the enforcement of or preservation of any of
its rights under this Agreement or otherwise in connection with the facility.

2

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Prepayment

The Borrower may at any time, upon prior written notice of 3 days to the Lender, prepay a portion of or the entire amount outstanding, as of the end of any
interest period. Amounts prepaid may not be reborrowed.

Payments and Taxes

All payments to be made by the Borrower to the Lender under this Agreement shall be made in United States Dollars, freely disposable outside of bilateral or
multilateral payment agreements which may exist at the time of payment, free and clear of and without deduction of any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any
nature, now or hereafter imposed by or on behalf of any taxing authority or any other entity.

Assignability

The Lender has the right to assign this Agreement to any party without the consent of the Borrower but it requires the consent of the Guarantor 2.

Covenants

The Borrower covenants that, until full and final payment of all indebtedness and liabilities incurred hereunder, unless the Lender waives compliance in writing,
the Borrower will furnish the Lender with such information concerning the affairs of the Borrower as the Lender may reasonably request.

Events of Default

The principal and accrued interest on any outstanding balances as well as any and all accrued fees and charges whatsoever under this Agreement, shall become
immediately due and payable, without need of further legal formality, at the option of and upon the first demand by the Lender, if:



The
Borrower shall hold the Lender harmless of and indemnify the Lender against any losses or expenses which the Lender may sustain or incur as a consequence of any Event of Default by
the Borrower as stipulated herein.

If
there is an Event of Default, the Lender reserves the right to increase the interest rate and/or the commission rate, not to exceed twelve (12% p.a.) percent per annum.

3

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Conditions Precedent

This agreement its made under the condition and the Lender's obligation to make this loan available is subject to the conditions precedent that the Lender shall
have received and approved the following:



Law governing the legal relationship between the Lender and the Borrower and Place of Jurisdiction

All legal aspects of the relationship between the Borrower and the Lender shall be governed by Swiss law. The place of performance, the exclusive place of
jurisdiction for lawsuits and all other kinds of legal proceedings and place of foreclosure shall be the domicile of the Lender.

The
Lender reserves the right to bring legal proceedings against the Borrower before any competent court at the domicile of the Borrower or any other court having jurisdiction over the
Borrower.

No
failure to exercise and no delay in exercising on the part of the Lender any of its rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or any
rights preclude any other or further exercise thereof.

The
Borrower will furnish the Lender with the actual tested annual reports immediately after publication.

The
general pledge and assignment and our "General Banking Conditions" which you already received, form an integral part of this loan agreement.

We
hope that the above terms and conditions meet your requirements, and kindly request that you duly sign and return to us the enclosed duplicates of this agreement together will all
other required documents.

We
look forward to hearing from you and remain

Yours
truly,

|AIG Private Bank Ltd.                                            |  |                                                       
|---------------------------------------------------------------- |  | ------------------------------------------------------
|/s/WERNER VONTOBELWerner Vontobel
Member of Executive Management |  | /s/RENATO DEPRETTORenato DePretto
Member of Management

To
AIG Private Bank Ltd.:

We
fully agree with and accept all of the terms and conditions contained in the above mentioned agreement.

4

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4-D
Neuroimaging, San Diego

|Place/Date: |  | San Diego / Nov. 7, 2002 |  | /s/D. SCOTT BUCHANANScott Buchanan, CEO & President
|----------- |  | ------------------------ |  | ---------------------------------------------------

We
have taken notice of this Agreement and agree with all terms and conditions therein and relevant to the Guarantor.

Dassesta
International S.A.

|Place/Date: |  |  |  | 
|----------- |  |  |  | 
|            |  |  |  | 

I,
Martin P. Egli, hereby personally guarantee the obligation of this loan agreement up to the amount of USD 500,000.

Martin
P. Egli

|Place/Date: |  |  |  |               
|----------- |  |  |  | --------------
|            |  |  |  | Martin P. Egli

5

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Exhibit 1

GENERAL DEED OF PLEDGE

BE IT KNOWN, for value received, 4-D NEUROIMAGING ("Pledgor"), a California corporation, hereby pledges as collateral security to secure its repayment
of all amounts outstanding under the terms of the Loan Agreement between 4D and AIG Private Bank, Zurich, Switzerland dated November 7, 2002:

All
rights, titles, and interests in the United States Patents listed on the attached Exhibit A.

Further,
Pledgor hereby warrants and represents that it has good title to the patents being pledged, that they are free from liens and encumbrances or prior pledge, and that Pledgor has
full authority to transfer its interests in each and every patent listed in Exhibit A

Pledgor
further agrees that as long as this security is pledged to AIG Private Bank, it will take all reasonable actions to maintain the validity of each and every patent so listed and
that it will take no actions that will in any manner reduce the value of the pledged security.

Upon
default of payment of the debt by Pledgor, or upon breach of this pledge agreement, AIG Private Bank shall have full rights to foreclose on the pledged security and to exercise its
rights as a secured party pursuant to Article 9 of the Uniform Commercial Code; and said rights being cumulative with any other rights the Pledgee or holder may have against the Pledgor.

The
Pledgor understands that upon foreclosure the pledged security may be sold at public auction or public sale. The Pledgor shall be provided reasonable notice of any said intended sale
and the Pledgor shall have full rights to redeem said security at any time prior to said sale upon payment of the balance due hereunder, and accrued costs of collection. In the event the security
shall be sold for less than the amount then owing, the Pledgor shall be liable for any deficiency.

Upon
full repayment of the obligation for which the security is pledged, this security interest shall be returned to the Pledgor and this pledge agreement shall be terminated.

This
pledge agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

This
pledge shall be governed by the laws of Switzerland.

Upon
default the Pledgor shall pay all reasonable attorneys' fees and cost of collections.

Signed
this 7th day of November, 2002

|/s/D. SCOTT BUCHANAND. Scott Buchanan
President and CEO
4-D Neuroimaging |  | AIG Private Bank
|------------------------------------------------------------------------ |  | ----------------

List
of Exhibits



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EXHIBIT A

ACTIVE U.S. PATENTS held by 4-D NEUROIMAGING
as of October 24, 2002(Sort by Patent Number)

|4,773,952 |  | 9/27/88  |  | 10185 |  | Nonmetallic cylindrical cryogenic container                                            
|--------- |  | -------- |  | ----- |  | ---------------------------------------------------------------------------------------
|4,827,217 |  | 5/2/89   |  | 10167 |  | Low noise cryogenic apparatus for making magnetic measurements (Ferritometer)          
|4,872,321 |  | 10/10/89 |  | 10238 |  | Nonimmersive cryogenic cooler (cryocooler)                                             
|4,933,040 |  | 6/12/90  |  | 10311 |  | Hollow article formed of composite material                                            
|4,977,896 |  | 12/18/90 |  | 10256 |  | Analysis of biological signals using data from arrays of sensors                       
|5,027,819 |  | 7/2/91   |  | 10449 |  | Measurement of Visually Induced Biomagnetic Response                                   
|5,043,529 |  | 8/27/91  |  | 10435 |  | Construction of shielded rooms using sealants                                          
|5,061,680 |  | 10/29/91 |  | 10364 |  | Superconducting biomagnetometer with remote pickup coil                                
|5,081,071 |  | 1/14/92  |  | 10239 |  | Magnetically shielded enclosure                                                        
|5,121,055 |  | 6/9/92   |  | 10436 |  | Verification of the operation of a biomagnetometer                                     
|5,134,117 |  | 7/28/92  |  | 10552 |  | High TC microbridge superconductor device utilizing stepped edge-to-edge SNS junction  
|5,142,229 |  | 8/25/92  |  | 10541 |  | Thin film three-axis magnetometer and SQUID detectors for use therein                  
|5,158,932 |  | 10/27/92 |  | 10442 |  | Superconducting biomagnetometer with inductively coupled pickup coil                   
|5,220,921 |  | 6/22/93  |  | 10556 |  | Nonmagnetic tactile stimulator and biomagnetometer utilizing the stimulator            
|5,265,609 |  | 11/30/93 |  | 10555 |  | Nonmagnetic body movement detector and biomagnetometer utilizing the detector          
|5,269,325 |  | 12/14/93 |  | 10450 |  | Analysis of biological signals using data from arrays of sensors                       
|5,305,751 |  | 4/26/94  |  | 10632 |  | Measurement of liquid flows in a living organism                                       
|5,313,944 |  | 5/24/94  |  | 10544 |  | Measurement of internal body structure during biomagnetometry                          
|5,341,555 |  | 8/30/94  |  | 10696 |  | Method of preparing film adhesive thermal foil                                         
|5,346,570 |  | 9/13/94  |  | 10695 |  | Cryogenic dewar and method of fabrication                                              
|5,367,178 |  | 11/22/94 |  | 10694 |  | High-Tc microbridge superconductor device utilizing stepped edge-to-edge SNS junction  
|5,441,107 |  | 8/15/95  |  | 10793 |  | Solid conductor thermal feedthrough                                                    
|5,442,289 |  | 8/15/95  |  | 10573 |  | Biomagnetometer having flexible sensor                                                 
|5,444,372 |  | 8/22/95  |  | 10557 |  | Magnetometer and method of measuring a magnetic field                                  
|5,444,373 |  | 8/22/95  |  | 10629 |  | Biomagnetometer with selectable pickup coil array                                      
|5,452,550 |  | 9/26/95  |  | 10907 |  | Magnetically shielded room with sliding door (cont. from 10545)                        
|5,471,985 |  | 12/5/95  |  | 10890 |  | Biomagnetometer with whole head coverage of a seated or reclined subject               
|5,494,033 |  | 2/27/96  |  | 10774 |  | Biomagnetometer with sealed vacuum enclosure and solid conduction cooling              
|5,494,101 |  | 2/27/96  |  | 11034 |  | Solid conductor thermal feedthru (divisional #2 to 10793)                              
|5,497,828 |  | 3/12/96  |  | 11033 |  | Solid conductor thermal feedthru (divisional #1 to 10793)                              
|5,506,200 |  | 4/9/96   |  | 10590 |  | Compact superconducting magnetometer having no vacuum insulation                       
|5,526,811 |  | 6/18/96  |  | 10607 |  | Apparatus and process for determining the sources of biomagnetic activity              
|5,713,354 |  | 2/3/98   |  | 11019 |  | Biomagnetometer with whole head coverage of a seated reclined subject                  
|5,794,622 |  | 8/18/98  |  | 10899 |  | Measurement of Liquid Flows in a Living Organism                                       
|5,806,318 |  | 9/15/98  |  | 11072 |  | Cooling using a cryogenic liquid and a contacting gas                                  
|5,962,866 |  | 10/5/99  |  | 10745 |  | Microbridge superconductor device utilizing stepped junctions                          
|6,144,872 |  | 11/7/00  |  | 11418 |  | Analyzing Events in the Thalamus by Noninvasive Measurements of the Cortex of the Brain

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Exhibit 2

GENERAL DEED OF PLEDGE

BE IT KNOWN, for value received, 4-D NEUROIMAGING ("Pledgor"), a California corporation, hereby pledges as collateral security to secure its repayment
of all amounts outstanding under the terms of the Loan Agreement between 4D and AIG Private Bank, Zurich, Switzerland dated November 7, 2002:

The
Magnes 2500 WH Magnetoencephalography ("MEG") System currently installed at the University of Alabama under the terms of THE MAGNES 2500 LEASE AGREEMENT dated January 26, 2000
("Lease"), attached hereto as Exhibit A.

Further,
Pledgor hereby warrants and represents that it has good title to the Magnes 2500 WH MEG System being pledged, that it is free from any liens and encumbrances or prior pledge
other than those under the terms of the Lease, and that Pledgor has full authority to transfer its interests in this System.

Pledgor
further agrees that as long as this security is pledged to AIG Private Bank, it will take all reasonable actions to maintain the Magnes 2500 WH MEG System pledged in good working
order, to fully meet Pledgor's obligations under the terms of the Lease, and that it will take no actions that will in any manner reduce the value of the pledged security.

Upon
default of payment of the debt by Pledgor, or upon breach of this pledge agreement, AIG Private Bank shall have full rights to foreclose on the pledged security and to exercise its
rights as a secured party pursuant to Article 9 of the Uniform Commercial Code; said rights being cumulative with any other rights the Pledgee or holder may have against the Pledgor.

The
Pledgor understands that upon foreclosure the pledged security may be sold at public auction or public sale, subject to any limitations arising under the terms of the Lease. The
Pledgor shall be provided reasonable notice of any said intended sale and the Pledgor shall have full rights to redeem said security at any time prior to said sale upon payment of the balance due
hereunder, and accrued costs of collection. In the event the security shall be sold for less than the amount then owing, the Pledgor shall be liable for any deficiency.

Upon
full repayment of the obligation for which the security is pledged, this security interest shall be returned to the Pledgor and this pledge agreement shall be terminated.

This
pledge agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

This
pledge shall be governed by the laws of Switzerland.

Upon
default the Pledgor shall pay all reasonable attorneys' fees and cost of collections.

Signed
this 7th day of November, 2002

|/s/D. SCOTT BUCHANAND. Scott Buchanan
President and CEO
4-D Neuroimaging |  | AIG Private Bank
|------------------------------------------------------------------------ |  | ----------------

List
of Exhibits
                Exhibits A        Magnes 2500 Lease Agreement dated January 26, 2000

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Exhibit A

MAGNES 2500 LEASE AGREEMENT

THIS MAGNES 2500 LEASE AGREEMENT (hereinafter "Agreement") is made effective as of January 26, 2000 (hereinafter "Effective Date"), by and between
University of Alabama Health Services Foundation, P.C. ("Lessee") and 4-D Neuroimaging, Inc. ("Lessor").

WITNESSETH:

WHEREAS,
Lessor manufactures and supplies medical equipment necessary to perform magnetoencephalography (hereinafter "MEG"), a valuable new neurophysiologic tool that allows the combined
study of brain localization, described as magnetic source imaging ("MSI");

WHEREAS,
Lessor owns a Magnes 2500 WH System used to provide MSI services;

WHEREAS,
Lessee believes that the use of the Magnes 2500 WH System at The Kirklin Clinic operated by Lessee will improve patient care and facilitate research opportunities;

WHEREAS,
Lessee desires to lease, with an option to purchase, a Magnes 2500 WH System from Lessor, and Lessor desires to so contract with Lessee, on the terms and conditions set forth
herein below;

NOW,
THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

Section 1.The System.Subject to the provisions hereof, Lessor shall lease to Lessee, and Lessee shall
lease from Lessor, a Magnes 2500 WH System, as described in Exhibit A attached hereto and made a part hereof, together with all necessary replacement parts and accessories ("the System"), for
Lessee's exclusive use during the term of this Agreement. Lessee shall provide adequate space for the operation of the System. Lessor, at its sole cost and expense, shall construct a magnetically
shielded room to house the System and its supporting gantry, a patient table and other patient monitoring equipment, and shall install the System in good working condition at the location specified by
Lessee.

Section 2.Maintenance and Warranty.Lessor shall, at its sole cost and expense, be responsible for all
service and maintenance, including without limitation labor and parts, necessary to maintain the System in good working condition and repair during the entire term of this Agreement. Lessor warrants
and represents to Lessee that the System is and will be sufficient, safe and adequate for the uses to which it is intended to be put, specifically, the performance of MEG and related procedures.

Section 3.Training.Lessor shall ensure that Lessee's staff acquires the training necessary to operate
the System properly. Without limiting said training obligation, Lessor agrees to train one (1) technologist and one (1) physician designated by Lessee for up to four (4) weeks at
a site designated by Lessor. Lessor shall be solely responsible for all local expenses of said technologist and physician during the training, including without limitation reasonable food, lodging and
miscellaneous living expenses. Lessee shall be solely responsible for the travel expenses of said technologist and physician to and from the site of such training. Lessor will train additional Lessee
personnel during the same training session upon Lessee's request, provided Lessee agrees to be responsible for all of the local and travel expenses of each such additional trainee.

Section 4.Supplies.Lessee shall be responsible for purchasing all disposable materials used in
connection with the operation of the System.

Section 5.Title to the System.Lessor owns the System and shall retain title to the System at all times
during the term of this Agreement. This Agreement authorizes Lessee's exclusive use of the System only, and nothing in this Agreement transfers to Lessee any right, title or interest in the System,
except the exclusive right to use the System during the term of this Agreement. At the request of Lessor, Lessee will affix to the System a notice provided by Lessor identifying the System as owned by
Lessor. Lessee agrees to keep the System free from all liens, claims and other legal process of its creditors and other parties. Lessee shall give Lessor notice in writing of any lien, claim or other
legal

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process of its creditors and other parties that involves the System. Provided the parties do not enter into a lease extension or an alternative arrangement, including without limitation the exercise
of the purchase option described in Section 11 hereof, Lessee agrees to make the System available to Lessor upon expiration or termination of this Agreement. In such event, Lessor shall be
responsible for all costs associated with recovering the System.

Section 6.Billing.Lessee shall be solely responsible for the submission of all claims for payment for
procedures performed using the System, and all payments received by Lessee for such procedures shall be the sole property of Lessee. Lessee shall make best effort attempts to obtain claims for
payment. Lessor agrees not to bill under any circumstances any amounts for procedures performed using the System.

Section 7.Lease Payment.



Section 8.Insurance; Risk of Loss.Lessor shall, at its sole cost and expense, at all times during the
term of this Agreement maintain liability insurance covering the System against and all damage, loss or theft. Lessor shall be solely liable for any damage to the System from any cause whatsoever, and
shall indemnify and hold harmless Lessee and its directors, officers, employees and agents from any and all claims, actions, liability, and expenses (including costs of judgments, settlements, court
costs, and attorneys fees, regardless of the outcome of such claim or action) caused by or resulting from the operations of the System, unless such items are the sole result of the negligent acts or
omissions of Lessee. Said indemnification and hold harmless obligation on the part of Lessor shall survive termination or expiration of this Agreement.

Section 9.Taxes.Lessee will assist Lessor in qualifying the System for a personal property tax
exemption. In the event the exemption is not granted, or until the granting of the exemption, Lessor shall pay, at its sole cost and expense, any and all personal property taxes attributed to the
System. Lessor shall indemnify and hold harmless Lessee and its directors, officers, employees and agents from any and all claims, actions, liability and expense expenses (including costs of
judgments, settlements, court costs, and attorneys fees, regardless of the outcome of such claim or action) caused by or resulting from Lessor's failure to comply with this Section 9.

Section 10.Term and Termination.



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Section 11.Option to Purchase.Lessee shall have the option, at any time during the term of this
Agreement, to purchase the System. In such event, Lessee shall notify Lessor in writing of its intent to purchase the System, and the parties will negotiate in good faith a purchase price for the
System and an agreement of purchase and sale. The parties agree to use their best efforts to consummate said transaction within sixty (60) days of the date of Lessee's notice to Lessor under
this Section 11.

Section 12.Confidential Information.All information that has not been specifically designated for
release to the public by an authorized representative of the party owning the information, or that has not actually been released to the public, including without limitation, trade secrets, plans,
pricing information, medical records, patient lists, and other information developed by or originated by either party for its own use (hereinafter "Confidential Information"), which comes into the
possession of the other party by reason of this Agreement is, and shall remain, the sole property of the originating party. Neither party shall, during the term of this Agreement or thereafter,
disclose or acknowledge the contents of any Confidential Information of the other party to any person, other than as authorized in writing by an authorized representative of the party to whom the
information belongs. The provisions of this Section 12 shall survive the termination of this Agreement.

Section 13.Compliance With Laws.It is not a purpose, nor is it a requirement, of this Agreement or of
any other agreement between the parties, to offer, receive, solicit or pay any remuneration directly or indirectly to induce or encourage the referral of any patient for items and services for which
payment may be made in whole or in part by any federal or state health care program, including, but not limited to, Medicare, Medicaid or TRICARE/CAMPUS. The parties expressly acknowledge that it has
been and continues to be their intent to comply fully with all applicable federal, state and local laws, rules and regulations governing the health care industry and tax-exempt entities.
Accordingly, the parties agree to renegotiate, in good faith, any term, condition or provision of this Agreement that any applicable governmental or regulatory authority, or counsel for either party
hereto, determines to be in contravention of any regulation or law or agency interpretation thereof. In conducting the negotiations, the parties shall consult and negotiate with each other in good
faith and, recognizing their mutual
interest, attempt to reach a just and equitable solution satisfactory to both parties. If they are not able to reach a mutually acceptable solution within thirty (30) days of the date on which
a party notifies the other in writing of the need for negotiation, then the party providing such notice may terminate this Agreement on thirty (30) days written notice. Either party may
withhold any payments it believes violate the applicable law, regulation or agency interpretation thereof.

Section 14.Independent Contractors.The parties are independent contractors. Neither party is an agent,
partner, associate, joint venturer or employee of the other. The employees of each party shall not be eligible for any employee benefit programs of the other party. Neither party shall withhold or be
responsible for the payment of any income taxes, social security payments, unemployment payments, or other like taxes imposed by any federal, state, or local government on account of any amounts due
from any party to its employees under the terms of this Agreement. Neither party shall be responsible for the direct payment of any compensation to any employees of the other party for any services
performed pursuant to this Agreement, and each party acknowledges that it shall be solely responsible for the payment of any such compensation or other remuneration to any of its employees. Nothing in
this Agreement shall be construed to be inconsistent with this independent relationship or status.

Section 15.Interpretation.This Agreement has been negotiated at arm's-length by the Lessor and Lessee,
and its terms shall not be construed against or interpreted to the disadvantage of any party by reason of such party having being deemed to have structured or dictated such provision.

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Section 16.Notices.Any notice, report or demand required or permitted by any provision of this
Agreement shall be deemed to have been sufficiently given or served for all purposes if it is sent by certified mail, postage and charges prepaid, and as follows:



Section 17.Entire Agreement.This Agreement contains the entire understanding and agreement of the
parties, and no modifications hereto or additions hereto have been agreed to or will be binding hereafter unless agreed to in writing by the parties to the Agreement. This Agreement supersedes all
prior agreements concerning the subject matter herein between the parties, and such prior agreements are hereby terminated by this Agreement.

Section 18.Severability.Should any court of competent jurisdiction decide, hold, adjudge or decree that
any provision, paragraph, clause or term of this Agreement is void or unenforceable, in whole or as applied in a particular situation, such determination shall not affect any other provision of this
Agreement, and all other provisions of this Agreement shall remain in full force and effect in such situation, and all provisions of this Agreement shall remain in full force and effect in any and all
other situations.

Section 19.Assignment.The Agreement may not be assigned by either party, whether voluntarily or by
operation of law, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. In the event Lessor makes any such assignment, it shall in any event
continue to be responsible for its warranty and maintenance obligations as set forth in Section 2 hereof, and its indemnification obligations as set forth in Section 8 hereof.

Section 20.Binding Effect of Agreement.This Agreement shall be binding upon annd inure to the benefit
of the successors and permitted assigns of any party hereto, and any such successor or assign shall be deemed substituted for such party under the terms of this Agreement.

Section 21.Waiver.No provision hereof may be waived except by an agreement in writing signed by the
waiving party. The waiver of any term or provision of this Agreement shall not be construed as a waiver of any other term or provision hereof. The waiver by any party hereto of a breach or violation
of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof.

Section 22.Governing Law.This Agreement shall be interpreted, construed and enforced according to the
laws of the State of Alabama without regard to provisions relating to conflicts of law.

Section 23.Counterparts.This Agreement may be executed in any number of counterparts, each of which
when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

Section 24.Captions and Headings.The captions and headings throughout this Agreement are for
convenience and reference only, and the words contained therein shall in no way be held or deemed to
define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of, or to the scope or intent of this Agreement nor in any way affect this
Agreement.

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IN
WITNESS WHEREOF, each of Lessee and Lessor have caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written.

| |  | University of Alabama Health Services Foundation, P.C.
| |  | ------------------------------------------------------
| |  | By:                                                   
| |  | Its:                                                  
| |  | 4-D Neuroimaging, Inc.                                
| |  | By:                                                   
| |  | Its:                                                  

|ACKNOWLEDGEMENT:        |                                                    | 
|----------------------- | -------------------------------------------------- | 
|DEPARTMENT OF NEUROLOGY |                                                    | 
|By:                     | /s/JOHN N. WHITAKERJohn N. Whitaker, M.D.
Chairman | 

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Exhibit A

MAGNES® 2500 WH DESCRIPTION

PRODUCT DESCRIPTION AND SPECIFICATIONS

| | SENSOR                                                       |                                                                                                                          |                                                                                                                                                           
| | ------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | Sensor Geometry                                              |                                                                                                                          | Helmet-Style design                                                                                                                                       
| |                                                              | Accommodates 98th percentile adult head size                                                                            
| |                                                              | Eye clearance allows for visual studies and reduces claustrophobia                                                      
| |                                                              | Ear relief provides greater patient comfort, closer average coil-to-head spacing and room for auditory stimulus delivery
| | Area of coverage                                             |                                                                                                                          | Covers entire cortical surface                                                                                                                            
| | Magnetic detection coils                                     |                                                                                                                          | 148                                                                                                                                                       
| | Average inter-coil spacing                                   |                                                                                                                          | 2.9 cm (varies between 2.8 and 3.2 cm)                                                                                                                    
| | Coil configuration                                           |                                                                                                                          | Magnetometers with fixed weight noise reduction                                                                                                           
| | Coil distance to helmet surface                              |                                                                                                                          | Not to exceed 1.6 cm                                                                                                                                      
| | Ambient noise detectors                                      |                                                                                                                          | 8                                                                                                                                                         
| | Measuring position                                           |                                                                                                                          | Any angle between vertical and horizontal to accommodate both seated and supine patient/subject positions                                                 
| | INTRINSIC SYSTEM NOISE                                       |                                                                                                                          |                                                                                                                                                           
| | Definition                                                   |                                                                                                                          | Intrinsic system noise is the system noise measured in the absence of any noise due to environmental sources and without a patient or test subject present
| | 0.5 Hz to 1500 Hz                                            |                                                                                                                          | <10 fT/vHz average over frequency and across all channels                                                                                                 
| | SENSOR GANTRY                                                |                                                                                                                          |                                                                                                                                                           
| | Mounting                                                     |                                                                                                                          | Ceiling mounted to conserve floor space                                                                                                                   
| |                                                              |                                                                                                                          | Mechanical construction reduces sensitivity to external vibration                                                                                         
| | Positioning adjustment                                       |                                                                                                                          | Sensor can be positioned to accommodate patient positions ranging from seated to supine                                                                   
| | LOCALIZATION ACCURACY (PHANTOM)                             
| | Dipole source localization in spherical test phantom surface |                                                                                                                          | Within 4 mm of true position for dipoles at depths from 1.5 to 5.5 cm below phantom                                                                       
| | MINIMUM DETECTABLE DIPOLE (PHANTOM)                         
| | Minimum detectable dipole in spherical test phantom          |                                                                                                                          | 0.2nAm/vHz at 2 cm depth                                                                                                                                  
| |                                                              | 2nAm/vHz at 5 cm depth                                                                                                  
| |                                                              |                                                                                                                         

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| | DATA ACQUISITION         |                                                                                                                                               |                                                                                                                                              
| | ------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | Number of channels       |                                                                                                                                               | 258 channels total                                                                                                                           
| |                          | 148 magnetic signal channels                                                                                                                 
| |                          | 8 noise reference channels                                                                                                                   
| |                          | 3 derived reference channels                                                                                                                 
| |                          | 96 auxiliary channels available for electrical signals (e.g., user determined combination of EEG/ECG/EMG signals; preamplifiers not optional)
| |                          | 1 utility channel                                                                                                                            
| |                          | 2 trigger/response channels                                                                                                                  
| | Signal coupling          |                                                                                                                                               | DC or AC (high pass filtered at 0.1Hz or 1.0 Hz; other cutoffs available digital processing)                                                 
| | A/D Conversion           |                                                                                                                                               | 16 bit per channel (>92 dB dynamic range)                                                                                                    
| |                          | 2 kHz sampling rate for all channels, 4 kHz for 193 channels                                                                                 
| | DC offset control        |                                                                                                                                               | Automatic for magnetic channels (post processing)                                                                                            
| | Analog bandwidth         |                                                                                                                                               | User selectable from 12-1500 Hz                                                                                                              
| | Stimulus synchronization |                                                                                                                                               | Controlled via trigger inputs and outputs                                                                                                    
| |                          |                                                                                                                                               | Multiple stimulus recording is supported                                                                                                     
| | Trigger input            |                                                                                                                                               | 1-16 TTL-level single bit ports with 16-31 bits for trigger coding (user configurable)                                                       
| | Trigger output           |                                                                                                                                               | 16 TTL-level single bit ports (BNC connection)                                                                                               
| | Acquisition modes        |                                                                                                                                               | Continuous                                                                                                                                   
| |                          | Stimulus trigger epochs                                                                                                                      
| |                          | Manually triggered epochs                                                                                                                    
| |                          | Threshold triggered epochs (triggered from external channels)                                                                                
| | Signal Processing        |                                                                                                                                               | Collect individual epochs or averages only Multi-processor architecture                                                                      
| |                          | Real-time averaging                                                                                                                          
| |                          | User selectable digital filters                                                                                                              
| |                          | On-line noise removal using reference channels                                                                                               
| | EEG Interface            |                                                                                                                                               | Interfaces to existing Analog EEG interface provided at no charge
        Up to 96 channels
        Includes cabling and head box interface
| |                          |                                                                                                                                              

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| | Real-time outputs                 |                                                                                                                                                                                     | Continuous mode: Video display of up to 76 user-selected channels                                                                                                 
| | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                   | Epoch mode: Video display of up to 32 user-selected output signals (averaged and/or raw data)                                                                                      
| |                                   | Sensor geometry layout display in epoch mode for user-selected regions                                                                                                             
| |                                   | Mixed Continuous and Epoch mode display available                                                                                                                                  
| | DATA ANALYSIS SOFTWARE           
| | Post acquisition processing tools |                                                                                                                                                                                     | Average and variance calculation                                                                                                                                  
| |                                   | DC offset removal                                                                                                                                                                  
| |                                   | Digital filtering                                                                                                                                                                  
| |                                   | Selected channels may be deleted from analysis                                                                                                                                     
| |                                   | Dipole location estimation using entire array or user-defined subset                                                                                                               
| |                                   | Dipole selection and display (with labels)                                                                                                                                         
| |                                   | Decimation                                                                                                                                                                         
| |                                   | Waveform polarity inversion                                                                                                                                                        
| |                                   | Fast Fourier Transformation                                                                                                                                                        
| |                                   | Event identification                                                                                                                                                               
| |                                   | Boolean averaging according to stimulus and response criteria                                                                                                                      
| | Other features                    |                                                                                                                                                                                     | Selective averaging Rapid dipole fitting and automated screening of dipole fits against user-selected criteria (especially valuable for spontaneous data analysis)
| |                                   | Dipole modeling accounts for head shape (local sphere) and volume currents; multiple local spheres can be used to account for variations in head shape over the extent of the array
| |                                   | MR/CT image data import for dipole overlay display (file conversion provided for one user-specified MR/CT scanner)                                                                 
| |                                   | Patient database management                                                                                                                                                        
| |                                   | Somatosensory evoked response protocol                                                                                                                                             
| |                                   | Optical disk-to-tape data transfer utility                                                                                                                                         
| |                                   | Helium level and gas flow monitoring                                                                                                                                               
| | HOST COMPUTER                    
| | Internal description              |                                                                                                                                                                                     | Sun Microsystems  Ultra 60                                                                                                                                       
| |                                   | Solaris® 2.6                                                                                                                                                                       
| |                                   | Accelerated 3D color graphics                                                                                                                                                      
| |                                   | 256 MB of RAM                                                                                                                                                                      
| | Display                           |                                                                                                                                                                                     | 20-inch color monitor, 1280 X 1024 pixel resolution                                                                                                               
| | On-line data storage              |                                                                                                                                                                                     | 18 GB hard disk                                                                                                                                                   
| |                                   |                                                                                                                                                                                    

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| | Data archive                |                                                                                                                                                                               | 1.3 GB erasable optical disk drive                                                                                                                                  
| | --------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Local network               |                                                                                                                                                                               | Ethernet interface                                                                                                                                                  
| | Software                    |                                                                                                                                                                               | Sun Operating system Magnes MSI Software license                                                                                                                    
| | REMOTE ANALYSIS WORKSTATION
| | Internal description        |                                                                                                                                                                               | Sun Microsystems Ultra 60                                                                                                                                           
| |                             | Solaris 2.6                                                                                                                                                                  
| |                             | Accelerated 3D color graphics                                                                                                                                                
| |                             | 256 MB of RAM                                                                                                                                                                
| | Display                     |                                                                                                                                                                               | 20-inch color monitor, 1280 X 1024 pixel resolution                                                                                                                 
| | On-line data storage        |                                                                                                                                                                               | 18 GB hard disk                                                                                                                                                     
| | Data archive                |                                                                                                                                                                               | 1.3 GB erasable optical disk drive                                                                                                                                  
| | Local network               |                                                                                                                                                                               | Ethernet interface                                                                                                                                                  
| | Peripherals                 |                                                                                                                                                                               | Laser Printer
        1200 dpi print quality
        16 ppm at 600 dpi
        4 MB RAM
        Postscript Level 2 emulation                                    
| |                             | Color LaserPrinter
        Fully networkable
        Image Scaling, color adjustment and multiformatting
        Paper and transparency output
        Postscript Level 3
| | Software                    |                                                                                                                                                                               | Solaris Operating system                                                                                                                                            
| |                             | Magnes MSI Software license                                                                                                                                                  
| |                             | DAT tape drive                                                                                                                                                               
| |                             | CD Plus Package                                                                                                                                                              
| | CRYOGENIC SYSTEM           
| | Helium boil-off rate        |                                                                                                                                                                               | 12 liters/day maximum with Dewar in vertical position                                                                                                               
| | Average refill interval     |                                                                                                                                                                               | 2 times/week                                                                                                                                                        
| | Helium liquid level         |                                                                                                                                                                               | Video display monitor                                                                                                                                               
| | Helium gas flow             |                                                                                                                                                                               | Monitored for abnormally high or low flow rate with alarm                                                                                                           
| | Helium gas recovery         |                                                                                                                                                                               | Interface connector available                                                                                                                                       
| | Service tools               |                                                                                                                                                                               | Helium transfer line                                                                                                                                                
| |                             |                                                                                                                                                                               | Liquid helium handling accessories                                                                                                                                  
| | HEAD DIGITIZATION UNIT     
| | Description                 |                                                                                                                                                                               | Digitizing stylus with remote on/off switch to record head shape information used in dipole modeling analysis
May also be used to record locations of EEG electrodes
| |                             |                                                                                                                                                                              

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| | SENSOR/HEAD POSITION INDICATOR
| | ------------------------------
| | Description                   
| | HEAD PHANTON                  
| | General description           
| | Sources                       
| | Signal                        
| | Dipole strength               
| | PATIENT TABLE                 
| | Positioning                   
| | Vacuum pillow                 
| | MANUALS                       
| | Manuals                       
| |                               
| |                               
| |                               
| |                               
| | MAGNETICALLY SHIELDED ROOM    
| | Internal Dimensions           
| | External Dimensions           
| | Door Dimensions               
| | Total Weight                  
| | Internal Coverings            
| | External Coverings            
| | Accessories                   
| |                               
| |                               
| |                               

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Exhibit B

Lessee shall calculate the lease payment due under this Agreement in one of the following three manners, depending upon the type of patient served:

1.Indigent Patients.Lessee shall not be required to pay to Lessor any amount for services provided to indigent
patients using the System, provided each patient is determined to be indigent in accordance with UAHSF-MSO Policy Manual Charity and Discounted Care Guidelines, as amended from time to
time.

2.Research Patients.Lessee shall pay Lessor a per-use fee for each research patient evaluated
using the System, equal to sixty percent (60%) of the amount paid for the procedure under the arrangement negotiated by Lessee with the applicable research sponsor organization.

3.Patients other than Indigent Patients and Research Patients.Lessee shall pay Lessor a per use fee equal to
fifty percent (50%) of the Global Fee (such professional and technical fees as may be collected by Lessee) received from each third-party payor for each MEG procedure provided to a patient with the
use of System.

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