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                                                                    EXHIBIT 10.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                  To Purchase 71,429 Shares of Common Stock of

                   CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.

            THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that,
for value received, Silicon Valley Bank (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the "Initial Exercise Date")
and on or prior to the close of business on the ten year anniversary of the
Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe
for and purchase from Cyberkinetics Neurotechnology Systems, Inc., a Delaware
corporation (the "Company"), up to 71,429 shares (the "Warrant Shares") of
Common Stock, par value $0.001 per share, of the Company (the "Common Stock").
The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).

      Section 1. Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms shall have
the meanings indicated in this Section 1:

            "Affiliate" means any Person that, directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under
      common control with a Person as such terms are used in and construed under
      Rule 144. With respect to a Holder, any investment fund or managed account
      that is managed on a discretionary basis by the same investment manager as
      such Holder will be deemed to be an Affiliate of such Holder.

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            "Closing Price" means on any particular date (a) the last reported
      closing bid price per share of Common Stock on such date on the Trading
      Market (as reported by Bloomberg L.P. at 4:15 PM (New York time), or (b)
      if there is no such price on such date, then the closing bid price on the
      Trading Market on the date nearest preceding such date (as reported by
      Bloomberg L.P. at 4:15 PM (New York time) for the closing bid price for
      regular session trading on such day), or (c) if the Common Stock is not
      then listed or quoted on the Trading Market and if prices for the Common
      Stock are then reported in the "pink sheets" published by the National
      Quotation Bureau Incorporated (or a similar organization or agency
      succeeding to its functions of reporting prices), the most recent bid
      price per share of the Common Stock so reported, or (d) if the shares of
      Common Stock are not then publicly traded the fair market value of a share
      of Common Stock as determined by a qualified independent appraiser
      selected in good faith by the Company's Board of Directors.

            "Commission" means the Securities and Exchange Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "SEC Reports" means all reports and exhibits thereto filed by the
      Company under the Securities Act and the Exchange Act, including pursuant
      to Section 13(a) or 15(d) thereof, for the two years preceding the Initial
      Exercise Date.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq
      National Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

      Section 2. Exercise.

            a)    Exercise of Warrant. Exercise of the purchase rights
      represented by this Warrant may be made at any time or times on or after
      the Initial Exercise Date and on or before the Termination Date by
      delivery to the Company of a duly executed facsimile copy of the Notice of
      Exercise Form annexed hereto (or such other office or agency of the
      Company as it may designate by notice in writing to the registered Holder
      at the

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      address of such Holder appearing on the books of the Company); provided,
      however, within five (5) Trading Days of the date said Notice of Exercise
      is delivered to the Company, the Holder shall have surrendered this
      Warrant to the Company and the Company shall have received payment of the
      aggregate Exercise Price of the shares thereby purchased by wire transfer
      or cashier's check drawn on a United States bank.

            b)    Exercise Price. The exercise price of the Common Stock under
      this Warrant shall be $2.10 per share (the "Exercise Price").

            c)    Cashless Exercise. This Warrant may be exercised at any time
      by means of a "cashless exercise" in which the Holder shall be entitled to
      receive a certificate for the number of Warrant Shares equal to the
      quotient obtained by dividing [(A-B) (X)] by (A), where:

            (A) = the Closing Price on the Trading Day immediately preceding the
                  date of such election;

            (B) = the Exercise Price of this Warrant, as adjusted; and

            (X) = the number of Warrant Shares issuable upon exercise of this
                  Warrant in accordance with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            d)    Mechanics of Exercise.

                        i. Authorization of Warrant Shares. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant, be duly authorized, validly issued, fully paid and
                  nonassessable and free from all taxes, liens and charges in
                  respect of the issue thereof (other than taxes in respect of
                  any transfer occurring contemporaneously with such issue). The
                  Company covenants that during the period the Warrant is
                  outstanding, it will reserve from its authorized and unissued
                  Common Stock a sufficient number of shares to provide for the
                  issuance of the Warrant Shares upon the exercise of any
                  purchase rights under this Warrant. The Company further
                  covenants that its issuance of this Warrant shall constitute
                  full authority to its officers who are charged with the duty
                  of executing stock certificates to execute and issue the
                  necessary certificates for the Warrant Shares upon the
                  exercise of the purchase rights under this Warrant. The
                  Company will take all such reasonable action as may be
                  necessary to assure that such Warrant Shares may be issued as
                  provided herein without violation of any applicable law or
                  regulation, or of any requirements of the Trading Market upon
                  which the Common Stock may be listed.

                        ii. Delivery of Certificates Upon Exercise. Certificates
                  for shares purchased hereunder shall be transmitted by the
                  transfer agent of the

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                  Company to the Holder by crediting the account of the Holder's
                  prime broker with the Depository Trust Company through its
                  Deposit Withdrawal Agent Commission ("DWAC") system if the
                  Company is a participant in such system, and otherwise by
                  physical delivery to the address specified by the Holder in
                  the Notice of Exercise within 3 Trading Days from the delivery
                  to the Company of the Notice of Exercise Form, surrender of
                  this Warrant and payment of the aggregate Exercise Price as
                  set forth above ("Warrant Share Delivery Date"). This Warrant
                  shall be deemed to have been exercised on the date the
                  Exercise Price is received by the Company. The Warrant Shares
                  shall be deemed to have been issued, and Holder or any other
                  person so designated to be named therein shall be deemed to
                  have become a holder of record of such shares for all
                  purposes, as of the date the Warrant has been exercised by
                  payment to the Company of the Exercise Price and all taxes
                  required to be paid by the Holder, if any, pursuant to Section
                  2(e)(vii) prior to the issuance of such shares, have been
                  paid.

                        iii. Delivery of New Warrants Upon Exercise. If this
                  Warrant shall have been exercised in part, the Company shall,
                  at the time of delivery of the certificate or certificates
                  representing Warrant Shares, deliver to Holder a new Warrant
                  evidencing the rights of Holder to purchase the unpurchased
                  Warrant Shares called for by this Warrant, which new Warrant
                  shall in all other respects be identical with this Warrant.

                        iv. Rescission Rights. If the Company fails to cause its
                  transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to this
                  Section 2(e)(iv) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                        v. Compensation for Buy-In on Failure to Timely Deliver
                  Certificates Upon Exercise. In addition to any other rights
                  available to the Holder, if the Company fails to cause its
                  transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to an
                  exercise on or before the Warrant Share Delivery Date, and if
                  after such date the Holder is required by its broker to
                  purchase (in an open market transaction or otherwise) shares
                  of Common Stock to deliver in satisfaction of a sale by the
                  Holder of the Warrant Shares which the Holder anticipated
                  receiving upon such exercise (a "Buy-In"), then the Company
                  shall (1) pay in cash to the Holder the amount by which (x)
                  the Holder's total purchase price (including brokerage
                  commissions, if any) for the shares of Common Stock so
                  purchased exceeds (y) the amount obtained by multiplying (A)
                  the number of Warrant Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times (B) the price at which the sell order giving rise to
                  such purchase obligation was executed, and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent number of

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                  Warrant Shares for which such exercise was not honored or
                  deliver to the Holder the number of shares of Common Stock
                  that would have been issued had the Company timely complied
                  with its exercise and delivery obligations hereunder. For
                  example, if the Holder purchases Common Stock having a total
                  purchase price of $11,000 to cover a Buy-In with respect to an
                  attempted exercise of shares of Common Stock with an aggregate
                  sale price giving rise to such purchase obligation of $10,000,
                  under clause (1) of the immediately preceding sentence the
                  Company shall be required to pay the Holder $1,000. The Holder
                  shall provide the Company written notice indicating the
                  amounts payable to the Holder in respect of the Buy-In,
                  together with applicable confirmations and other evidence
                  reasonably requested by the Company. Nothing herein shall
                  limit a Holder's right to pursue any other remedies available
                  to it hereunder, at law or in equity including, without
                  limitation, a decree of specific performance and/or injunctive
                  relief with respect to the Company's failure to timely deliver
                  certificates representing shares of Common Stock upon exercise
                  of the Warrant as required pursuant to the terms hereof.

                        vi. No Fractional Shares or Scrip. No fractional shares
                  or scrip representing fractional shares shall be issued upon
                  the exercise of this Warrant. As to any fraction of a share
                  which Holder would otherwise be entitled to purchase upon such
                  exercise, the Company shall pay a cash adjustment in respect
                  of such final fraction in an amount equal to such fraction
                  multiplied by the Exercise Price.

                        vii. Charges, Taxes and Expenses. Issuance of
                  certificates for Warrant Shares shall be made without charge
                  to the Holder for any issue or transfer tax or other
                  incidental expense in respect of the issuance of such
                  certificate, all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; provided, however, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                        viii. Closing of Books. The Company will not close its
                  stockholder books or records in any manner which prevents the
                  timely exercise of this Warrant, pursuant to the terms hereof.

      Section 3. Certain Adjustments.

            a)    Stock Dividends and Splits. If the Company, at any time while
      this Warrant is outstanding: (A) pays a stock dividend or otherwise make a
      distribution or

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      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for
      avoidance of doubt, shall not include any shares of Common Stock issued by
      the Company pursuant to this Warrant), (B) subdivides outstanding shares
      of Common Stock into a larger number of shares, (C) combines (including by
      way of reverse stock split) outstanding shares of Common Stock into a
      smaller number of shares, or (D) issues by reclassification of shares of
      the Common Stock any shares of capital stock of the Company, then in each
      case the Exercise Price shall be multiplied by a fraction of which the
      numerator shall be the number of shares of Common Stock (excluding
      treasury shares, if any) outstanding before such event and of which the
      denominator shall be the number of shares of Common Stock outstanding
      after such event and the number of shares issuable upon exercise of this
      Warrant shall be proportionately adjusted. Any adjustment made pursuant to
      this Section 3(a) shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision, combination or re-classification.

            b)    [INTENTIONALLY OMITTED].

            c)    Pro Rata Distributions. If the Company, at any time prior to
      the Termination Date, shall distribute to all holders of Common Stock (and
      not to Holders of the Warrants) evidences of its indebtedness or assets or
      rights or warrants to subscribe for or purchase any security other than
      the Common Stock (which shall be subject to Section 3(b)), then in each
      such case the Exercise Price shall be adjusted by multiplying the Exercise
      Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the Closing Price determined as
      of the record date mentioned above, and of which the numerator shall be
      such Closing Price on such record date less the then per share fair market
      value at such record date of the portion of such assets or evidence of
      indebtedness so distributed applicable to one outstanding share of the
      Common Stock as determined by the Board of Directors in good faith. In
      either case the adjustments shall be described in a statement provided to
      the Holders of the portion of assets or evidences of indebtedness so
      distributed or such subscription rights applicable to one share of Common
      Stock. Such adjustment shall be made whenever any such distribution is
      made and shall become effective immediately after the record date
      mentioned above.

            d)    Fundamental Transaction. If, at any time while this Warrant is
      outstanding, (A) the Company effects any merger or consolidation of the
      Company with or into another Person, (B) the Company effects any sale of
      all or substantially all of its assets in one or a series of related
      transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of
      Common Stock are permitted to tender or exchange their shares for other
      securities, cash or property, or (D) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (in any such case, a
      "Fundamental Transaction"), then, upon any subsequent conversion of this
      Warrant, the Holder shall have the right to receive, for each Warrant
      Share that would have been

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      issuable upon such exercise absent such Fundamental Transaction, at the
      option of the Holder, (a) upon exercise of this Warrant, the number of
      shares of Common Stock of the successor or acquiring corporation or of the
      Company, if it is the surviving corporation, and Alternate Consideration
      receivable upon or as a result of such reorganization, reclassification,
      merger, consolidation or disposition of assets by a Holder of the number
      of shares of Common Stock for which this Warrant is exercisable
      immediately prior to such event or (b) if the Company is acquired in an
      all cash transaction, cash equal to the value of this Warrant as
      determined in accordance with the Black-Scholes option pricing formula
      (the "Alternate Consideration"). For purposes of any such exercise, the
      determination of the Exercise Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of one share of Common Stock in such
      Fundamental Transaction, and the Company shall apportion the Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting
      the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate
      Consideration it receives upon any exercise of this Warrant following such
      Fundamental Transaction. To the extent necessary to effectuate the
      foregoing provisions, any successor to the Company or surviving entity in
      such Fundamental Transaction shall issue to the Holder a new warrant
      consistent with the foregoing provisions and evidencing the Holder's right
      to exercise such warrant into Alternate Consideration. The terms of any
      agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 3(d) and insuring that this Warrant
      (or any such replacement security) will be similarly adjusted upon any
      subsequent transaction analogous to a Fundamental Transaction.

            Exempt Issuance. Notwithstanding the foregoing, no adjustments,
      Alternate Consideration nor notices shall be made, paid or issued under
      this Section 3 in respect of an Exempt Issuance. "Exempt Issuance" means
      the issuance of (a) shares of Common Stock or options to employees,
      officers or directors of the Company pursuant to any stock or option plan
      duly adopted by a majority of the non-employee members of the Board of
      Directors of the Company or a majority of the members of a committee of
      non-employee directors established for such purpose, (b) securities upon
      the exercise of or conversion of any securities issued hereunder, or
      convertible securities, options or warrants issued and outstanding on the
      date of this Agreement, provided that such securities have not been
      amended since the date of this Agreement to increase the number of such
      securities, and (c) securities issued pursuant to strategic transactions
      with an operating company in a business synergistic with the business of
      the Company and in which the Company receives benefits in addition to the
      investment of funds or pursuant to acquisitions, but shall not include a
      transaction in which the Company is issuing securities primarily for the
      purpose of raising capital or to an entity whose primary business is
      investing in securities.

            e)    Calculations. All calculations under this Section 3 shall be
      made to the nearest cent or the nearest 1/100th of a share, as the case
      may be. The number of shares of Common Stock outstanding at any given time
      shall not includes shares of Common

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      Stock owned or held by or for the account of the Company, and the
      description of any such shares of Common Stock shall be considered on
      issue or sale of Common Stock. For purposes of this Section 3, the number
      of shares of Common Stock deemed to be issued and outstanding as of a
      given date shall be the sum of the number of shares of Common Stock
      (excluding treasury shares, if any) issued and outstanding.

            f)    Voluntary Adjustment By Company. The Company may at any time
      during the term of this Warrant reduce the then current Exercise Price to
      any amount and for any period of time deemed appropriate by the Board of
      Directors of the Company.

            g)    Notice to Holders.

                        i. Adjustment to Exercise Price. Whenever the Exercise
                  Price is adjusted pursuant to this Section 3, the Company
                  shall promptly mail to each Holder a notice setting forth the
                  Exercise Price after such adjustment and setting forth a brief
                  statement of the facts requiring such adjustment.

                        ii. Notice to Allow Exercise by Holder. If (A) the
                  Company shall declare a dividend (or any other distribution)
                  on the Common Stock; (B) the Company shall declare a special
                  nonrecurring cash dividend on or a redemption of the Common
                  Stock; (C) the Company shall authorize the granting to all
                  holders of the Common Stock rights or warrants to subscribe
                  for or purchase any shares of capital stock of any class or of
                  any rights; (D) the approval of any stockholders of the
                  Company shall be required in connection with any
                  reclassification of the Common Stock, any consolidation or
                  merger to which the Company is a party, any sale or transfer
                  of all or substantially all of the assets of the Company, of
                  any compulsory share exchange whereby the Common Stock is
                  converted into other securities, cash or property; (E) the
                  Company shall authorize the voluntary or involuntary
                  dissolution, liquidation or winding up of the affairs of the
                  Company; then, in each case, the Company shall cause to be
                  mailed to the Holder at its last addresses as it shall appear
                  upon the Warrant Register of the Company, at least 20 calendar
                  days prior to the applicable record or effective date
                  hereinafter specified, a notice stating (x) the date on which
                  a record is to be taken for the purpose of such dividend,
                  distribution, redemption, rights or warrants, or if a record
                  is not to be taken, the date as of which the holders of the
                  Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) the date on which such reclassification,
                  consolidation, merger, sale, transfer or share exchange is
                  expected to become effective or close, and the date as of
                  which it is expected that holders of the Common Stock of
                  record shall be entitled to exchange their shares of the
                  Common Stock for securities, cash or other property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided, that the failure
                  to mail such notice or any defect therein or in the mailing
                  thereof shall not affect the validity of the corporate action
                  required to be specified in such notice.

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      Section 4. Transfer of Warrant.

            a)    Transferability. Subject to compliance with any applicable
      securities laws and the restrictions on transfer on the Warrant and the
      Warrant Shares set forth herein, including without limitation the
      conditions set forth in Sections 2(f), 4(d) and 5(a) hereof, this Warrant
      and all rights hereunder are transferable, in whole or in part, upon
      surrender of this Warrant at the principal office of the Company, together
      with a written assignment of this Warrant substantially in the form
      attached hereto duly executed by the Holder or its agent or attorney and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Company
      shall execute and deliver a new Warrant or Warrants in the name of the
      assignee or assignees and in the denomination or denominations specified
      in such instrument of assignment, and shall issue to the assignor a new
      Warrant evidencing the portion of this Warrant not so assigned, and this
      Warrant shall promptly be cancelled. A Warrant, if properly assigned, may
      be exercised by a new holder for the purchase of Warrant Shares without
      having a new Warrant issued.

            b)    New Warrants. This Warrant may be divided or combined with
      other Warrants upon presentation hereof at the aforesaid office of the
      Company, together with a written notice specifying the names and
      denominations in which new Warrants are to be issued, signed by the Holder
      or its agent or attorney. Subject to compliance with Section 4(a), as to
      any transfer which may be involved in such division or combination, the
      Company shall execute and deliver a new Warrant or Warrants in exchange
      for the Warrant or Warrants to be divided or combined in accordance with
      such notice.

            c)    Warrant Register. The Company shall register this Warrant,
      upon records to be maintained by the Company for that purpose (the
      "Warrant Register"), in the name of the record Holder hereof from time to
      time. The Company may deem and treat the registered Holder of this Warrant
      as the absolute owner hereof for the purpose of any exercise hereof or any
      distribution to the Holder, and for all other purposes, absent actual
      notice to the contrary.

            d)    Transfer Restrictions. If, at the time of the surrender of
      this Warrant in connection with any transfer of this Warrant, the transfer
      of this Warrant shall not be registered pursuant to an effective
      registration statement under the Securities Act and under applicable state
      securities or blue sky laws, the Company may require, as a condition of
      allowing such transfer (i) that the Holder or transferee of this Warrant,
      as the case may be, furnish to the Company a written opinion of counsel
      (which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions) to the effect that such
      transfer may be made without registration under the Securities Act and
      under applicable state securities or blue sky laws, (ii) that the holder
      or transferee execute and deliver to the Company an investment letter in
      form and substance acceptable to the Company and (iii) that the transferee
      be an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3),
      (a)(7), or (a)(8) promulgated under the Securities Act or a qualified
      institutional buyer as defined in Rule 144A(a) under the Securities Act,
      provided, that the Holder may transfer to an Affiliate without an opinion
      of counsel if the transferee is an "accredited investor" or a qualified
      institutional buyer.

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      Section 5. Miscellaneous.

            a)    Title to Warrant. Prior to the Termination Date and subject to
      compliance with applicable laws and Section 4 of this Warrant, this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the office or agency of the Company by the Holder in person or by duly
      authorized attorney, upon surrender of this Warrant together with the
      Assignment Form annexed hereto properly endorsed. The transferee shall
      sign an investment letter in form and substance reasonably satisfactory to
      the Company.

            b)    No Rights as Shareholder Until Exercise. This Warrant does not
      entitle the Holder to any voting rights or other rights as a shareholder
      of the Company prior to the exercise hereof. Upon the surrender of this
      Warrant and the payment of the aggregate Exercise Price (or by means of a
      cashless exercise), the Warrant Shares so purchased shall be and be deemed
      to be issued to such Holder as the record owner of such shares as of the
      close of business on the later of the date of such surrender or payment.

            c)    Loss, Theft, Destruction or Mutilation of Warrant. The Company
      covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this
      Warrant or any stock certificate relating to the Warrant Shares, and in
      case of loss, theft or destruction, of indemnity or security reasonably
      satisfactory to it (which, in the case of the Warrant, shall not include
      the posting of any bond), and upon surrender and cancellation of such
      Warrant or stock certificate, if mutilated, the Company will make and
      deliver a new Warrant or stock certificate of like tenor and dated as of
      such cancellation, in lieu of such Warrant or stock certificate.

            d)    Saturdays, Sundays, Holidays, etc. If the last or appointed
      day for the taking of any action or the expiration of any right required
      or granted herein shall be a Saturday, Sunday or a legal holiday, then
      such action may be taken or such right may be exercised on the next
      succeeding day not a Saturday, Sunday or legal holiday.

            e)    Authorized Shares.

                  The Company covenants that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a sufficient number of shares to provide for the issuance of
            the Warrant Shares upon the exercise of any purchase rights under
            this Warrant. The Company further covenants that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the necessary certificates for the Warrant Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such reasonable action as may be necessary to assure that
            such Warrant Shares may be issued as provided herein without
            violation of any applicable law or regulation, or of any
            requirements of the Trading Market upon which the Common Stock may
            be listed.

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                  Except and to the extent as waived or consented to by the
            Holder, the Company shall not by any action, including, without
            limitation, amending its certificate of incorporation or through any
            reorganization, transfer of assets, consolidation, merger,
            dissolution, issue or sale of securities or any other voluntary
            action, avoid or seek to avoid the observance or performance of any
            of the terms of this Warrant, but will at all times in good faith
            assist in the carrying out of all such terms and in the taking of
            all such actions as may be necessary or appropriate to protect the
            rights of Holder as set forth in this Warrant against impairment.
            Without limiting the generality of the foregoing, the Company will
            (a) not increase the par value of any Warrant Shares above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value, (b) take all such action as may be necessary
            or appropriate in order that the Company may validly and legally
            issue fully paid and nonassessable Warrant Shares upon the exercise
            of this Warrant, and (c) use commercially reasonable efforts to
            obtain all such authorizations, exemptions or consents from any
            public regulatory body having jurisdiction thereof as may be
            necessary to enable the Company to perform its obligations under
            this Warrant.

                  Before taking any action which would result in an adjustment
            in the number of Warrant Shares for which this Warrant is
            exercisable or in the Exercise Price, the Company shall obtain all
            such authorizations or exemptions thereof, or consents thereto, as
            may be necessary from any public regulatory body or bodies having
            jurisdiction thereof.

            f)    Restrictions. The Holder acknowledges that the Warrant Shares
      acquired upon the exercise of this Warrant, if not registered, will have
      restrictions upon resale imposed by state and federal securities laws.

            g)    Nonwaiver and Expenses. No course of dealing or any delay or
      failure to exercise any right hereunder on the part of Holder shall
      operate as a waiver of such right or otherwise prejudice Holder's rights,
      powers or remedies, notwithstanding the fact that all rights hereunder
      terminate on the Termination Date. In the event of any dispute between the
      parties concerning the terms and provisions of this Warrant, the party
      prevailing in such dispute shall be entitled to collect from the other
      party all costs incurred in such dispute, including reasonable attorney's
      fees.

            h)    Notices. Any and all notices or other communications or
      deliveries required or permitted to be provided hereunder shall be in
      writing and shall be deemed given and effective on the earliest of (a) the
      date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number set forth on the signature pages
      attached hereto prior to 6:30 p.m. (New York City time) on a Trading Day,
      (b) the next Trading Day after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile number set forth
      on the signature pages attached hereto on a day that is not a Trading Day
      or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the
      second Trading Day following the date of mailing, if sent by U.S.
      nationally recognized overnight courier service, or (d) upon actual
      receipt by the party to whom such notice is required to be given. The
      address

                                       11
<PAGE>

      for such notices and communications shall be as set forth on the signature
      pages attached hereto.

            i)    Limitation of Liability. No provision hereof, in the absence
      of any affirmative action by Holder to exercise this Warrant or purchase
      Warrant Shares, and no enumeration herein of the rights or privileges of
      Holder, shall give rise to any liability of Holder for the purchase price
      of any Common Stock or as a stockholder of the Company, whether such
      liability is asserted by the Company or by creditors of the Company.

            j)    Remedies. Holder, in addition to being entitled to exercise
      all rights granted by law, including recovery of damages, will be entitled
      to specific performance of its rights under this Warrant. The Company
      agrees that monetary damages would not be adequate compensation for any
      loss incurred by reason of a breach by it of the provisions of this
      Warrant and hereby agrees to waive the defense in any action for specific
      performance that a remedy at law would be adequate.

            k)    Successors and Assigns. Subject to applicable securities laws,
      this Warrant and the rights and obligations evidenced hereby shall inure
      to the benefit of and be binding upon the successors of the Company and
      the successors and permitted assigns of Holder. The provisions of this
      Warrant are intended to be for the benefit of all Holders from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

            l)    Amendment. This Warrant may be modified or amended or the
      provisions hereof waived with the written consent of the Company and the
      Holder.

            m)    Severability. Wherever possible, each provision of this
      Warrant shall be interpreted in such manner as to be effective and valid
      under applicable law, but if any provision of this Warrant shall be
      prohibited by or invalid under applicable law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions
      of this Warrant.

            n)    Headings. The headings used in this Warrant are for the
      convenience of reference only and shall not, for any purpose, be deemed a
      part of this Warrant.

                              ********************

                                       12
<PAGE>

            IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated: March 31, 2005

                               CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.

                               By: /s/ Tim Surgenor
                                   ---------------------------------------------
                                   Name: Tim Surgenor
                                   Title: CEO & President
                                   Address: 100 Foxborough Boulevard, Suite 240
                                            Foxborough, MA 02035

                               ACKNOWLEDGED AND AGREED:

                               SILICON VALLEY BANK

                               By: /s/ Jacquelyn Le
                                   ---------------------------------------------
                                   Name: Jacquelyn Le
                                   Title: Operations Supervisor
                                   Address: 3003 Tasman Drive
                                            Santa Clara, CA 95054

                                       13
<PAGE>

                               NOTICE OF EXERCISE

TO: Cyberkinetics Neurotechnology Systems, Inc.

            (1) The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                  necessary, in accordance with the formula set forth in
                  subsection 2(c), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares purchasable pursuant to the
                  cashless exercise procedure set forth in subsection 2(c).

            (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                  _____________________________________

The Warrant Shares shall be delivered to the following:

                  _____________________________________

                  _____________________________________

                  _____________________________________

            (4) Accredited Investor. The undersigned is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity: _____________________________________________________
Signature of Authorized Signatory of Investing Entity: ________________________
Name of Authorized Signatory: _________________________________________________
Title of Authorized Signatory: ________________________________________________
Date: _________________________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

            FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

________________________________________________________________.

________________________________________________________________

                                   Dated:  ______________, _______

                           Holder's Signature: _____________________________

                           Holder's Address:   _____________________________

                                               _____________________________

Signature Guaranteed:  ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.