<PAGE>
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC,  20549

                                       FORM 10-K
                                           
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
                                    September 30, 1998
For the fiscal year ended__________________________________________________  

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

For the transition period
from______________________________to__________________________________
                           1-10285
Commission File
Number_____________________________________________________________________

                            BIOMAGNETIC TECHNOLOGIES, INC.

                (Exact name of registrant as specified in its charter)

     California                                                  95-2647755
_______________________________________________________________________________
(State or other jurisdiction of            (IRS Employer Identification Number)
incorporation or organization)  

9727 Pacific Heights Boulevard, San Diego, California              92121-3719 
_______________________________________________________________________________
(Address of principal executive offices)        (zip code)

                                                       (619) 453-6300
Registrant's telephone number, including area code_____________________________

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, No
                                                            Par Value Per Share
                                                            ____________________

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

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

The aggregate market value of the voting stock (which consists solely of shares
of Common Stock) held by non-affiliates of the registrant as of December 17,
1998 was $ 5,337,000, based on the closing price on that date on the Nasdaq Over
the Counter Bulletin Board. Shares of Common Stock held by each officer,
director, and holder of 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

The number of shares outstanding of the registrant's Common Stock, no par value,
as of December 17, 1998 was  83,367,112 shares.

                         DOCUMENTS INCORPORATED BY REFERENCE

1.   Certain portions of Registrant's Proxy Statement and Notice of Annual 
     Meeting, to be filed not later than 120 days after September 30, 1998 
     pursuant to Regulation 14A of the Securities Exchange Act of 1934, as 
     amended, in connection with the 1999 Annual Meeting of shareholders to 
     be held are incorporated by reference into Part III of this report where 
     indicated. 

2.   Certain Exhibits filed with the Registrant's prior registration 
     statements and reports are incorporated herein by reference into Part IV 
     of this report.   

<PAGE>

                            BIOMAGNETIC TECHNOLOGIES, INC.

                                      FORM 10-K

                    FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998

                                        INDEX

                                                                           Page

PART I

Item  1.  Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

Item  2.  Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Item  3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 18

Item  4.  Submission of Matters to a Vote of Security Holders. . . . . . . . 18


PART II


Item  5.  Market for Registrant's Common Stock and Related Shareholder 
          Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Item  6.  Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . 18

Item  7.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations . . . . . . . . . . . . . . . . . . . . 19

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk. . . . . 24

Item  8.  Financial Statements and Supplementary Data. . . . . . . . . . . . 24

Item  9.  Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure. . . . . . . . . . . . . . . . . . . 24


PART III


Item 10.  Directors and Executive Officers of the Registrant . . . . . . . . 24

Item 11.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 24

Item 12.  Security Ownership of Certain Beneficial Owners and Management . . 24

Item 13.  Certain Relationships and Related Transactions . . . . . . . . . . 25



PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K. . 26

          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30


<PAGE>

                                       PART I

ITEM 1. BUSINESS.

Except for the historical information contained herein, the following discussion
may contain forward-looking statements that involve substantial risks and
uncertainties.  The Company's future results could differ materially from those
discussed here.  Factors that could cause or contribute to such differences are
discussed  in greater detail under "Risks and Uncertainties" on pages 15 through
17 and under Item 7 "Management's Discussion and Analysis of Financial Condition
and Results of Operations". The Company does not undertake to update the results
discussed herein as a result of changes in risks or operating results.

Company Overview

Biomagnetic Technologies, Inc., a California corporation, (the "Company", "BTi",
"we" "us" and "our") was established in 1970 to produce specialized instruments
for ultra-sensitive magnetic field and low temperature measurements.  These
products were supplied to physicists for basic research.  The Company has been
developing its core magnetic sensing technologies since the early 1970s and has
incorporated these technologies into its magnetic source imaging ("MSI")
systems. Since 1984, the primary business of the Company has been the
development of MSI systems to assist in the noninvasive diagnosis of a broad
range of medical disorders.

The MSI systems developed by the Company use advanced superconducting technology
to measure and locate the source of magnetic fields generated by the human body
as it functions. These fields are one billion times smaller than the earth's
magnetic fields.  While traditional medical imaging methods such as X-ray,
magnetic resonance imaging ("MRI"), and computed tomography ("CT") provide
anatomical detail, the measurement of the body's magnetic fields by MSI provides
information about normal and abnormal function of the brain, heart and other
organs.  The Company is focusing the development of its technology for potential
commercial market applications such as mapping of functional cortex at risk
during surgery for tumors and other lesions, and the diagnosis and planning for
surgical treatment of epilepsy. The Company is continuing to investigate 
potential applications of its technology for disorders of the heart, spine and
gastrointestinal system, as well as disorders of the brain such as closed-head
trauma, schizophrenia and other neuro-psychiatric problems.

MSI differs significantly from other existing functional and anatomical imaging
methods.  The Company believes MSI is the only method that can precisely capture
and locate rapid changes in organ function without the injection of radioactive
isotopes or costly invasive procedures such as surgical placement of electrodes
into the brain.  Other functional imaging methods such as electroencephalography
("EEG") or positron emission tomography ("PET")  or functional MRI ("fMRI")
either require invasive procedures to provide the needed accuracy in locating
functional areas or respond too slowly to capture transient physiological events
such as those that occur with epilepsy.  Anatomically oriented diagnostic
methods such as CT and MRI produce images showing cross-sectional slices of
various parts of the body. The Company's MSI system, when used in conjunction
with anatomically oriented diagnostic methods, provides the clinician with an
image that links anatomy with function to give a more complete picture of the
patient's condition without the use of radioactive isotopes or costly invasive
procedures.

As part of its development strategy, the Company has targeted pre-surgical
function mapping ("PSFM") and the pre-surgical evaluation of epilepsy as the
near-term clinical and commercial applications for MSI.  In the United States
alone there are  119 tertiary care epilepsy centers which the Company has
identified and believes could benefit from the use of MSI technology. The
Company is currently directing its marketing and sales efforts toward the
development of these centers as potential customers for MSI systems in the U.S.
In addition to the 119 centers in the U.S., the Company believes that there are
likely to be an approximate equal number of epilepsy centers with similar needs
throughout the rest 

                                      1
<PAGE>

of the world.  There is no assurance that the Company's MSI systems will be 
accepted for commercial use in these hospitals and imaging centers.

As part of the market development for its technology, the Company has been
seeking to obtain reimbursement for MSI technology from insurers and other
health care providers.  Since the first third party reimbursement was received
in September 1993, more than 130  insurance companies and other health care
providers have approved reimbursement for certain MSI procedures performed with
the Company's Magnes MSI systems. Expanding this reimbursement acceptance will
be a priority for the company over the next fiscal year.  The Company will work
with leading institutions in the treatment of epilepsy to establish the efficacy
of MSI in the surgical evaluation of epilepsy patients as well as in PSFM. 
There can be no guarantee regarding the outcomes of these efforts.

Magnes systems were installed in twenty one medical and research institutions 
worldwide as of September 30, 1998.   Ten  sites located in the United 
States, Germany, Japan and France operate the Company's latest 148 channel 
Magnes 2500 WH system.  Ten sites located in the United States, Germany, 
France, Austria and Japan operate the Company's 37 channel Magnes I and 74 
channel Magnes II systems, and one site located in Germany operates a Magnes 
1300 C cardiothoracic system. 

Most of the Company's Magnes I, Magnes II and Magnes 2500 WH MSI systems are
currently being used by physicians in clinical applications such as planning the
surgical removal of brain tumors and vascular malformations in order to reduce
the risk of neurological injury resulting in paralysis and expensive
rehabilitation therapy.  The Company's MSI systems are also being used to assist
physicians specializing in epilepsy to evaluate whether the surgical treatment
of drug-resistant epileptic seizures is appropriate by helping to locate brain
tissue that triggers such seizures.  Other potential neurological applications
for the Company's MSI systems include stroke, trauma, neuro-psychiatric
disorders, and learning disorders. The Company's MSI systems have also been used
to investigate certain cardiac applications.  A new model of the Company's
systems, the Magnes 1300C, was developed specifically for a research institute
in Germany for measurements of heart function.  Preliminary studies using the
Magnes 1300C indicate that it may also be useful for measurements of
gastrointestinal and spinal cord activity.

The Company has received 510(k) premarket notification clearance from the Food
and Drug Administration, ("FDA")  for its Magnes I, Magnes II and Magnes 2500 WH
systems allowing the marketing of the Company's systems in the United States. In
addition, the Company has received similar clearance for sale of these systems
as a clinical device from the Japanese Ministry of Health and Welfare ("JMHW").
The Company has not yet applied to the FDA or similar regulatory agencies to
obtain clearance for sale of the Magnes 1300C. There can be no assurance that
such clearance will be obtained, if applied for.

CURRENT MEDICAL IMAGING TECHNOLOGY

Most debilitating or life threatening disorders of the body, such as stroke,
seizures, dementia, movement disorders, mental illness, cardiac arrhythmias and
gastrointestinal disorders involve a disruption of function.  Because electrical
activity plays a critical role in many functions of the body, such activity is
frequently monitored as a means to diagnose functional disorders.  The
electrocardiogram ("ECG") and EEG are recordings of electrical activity of the
heart and brain used to obtain information about heart and brain functions,
respectively. Electrical activity is also recorded to diagnose functional
disorders of skeletal muscles, the spine and peripheral nerves.

In the diagnosis and treatment of certain disorders, knowledge of the 
specific location of the malfunctioning tissue is a key factor.  Numerous 
medical imaging technologies have been developed in response to this need.  
These include imaging technologies oriented toward organ structure and 
anatomy, such as CT and MRI, and imaging technologies oriented toward 
function, such as PET, single-photon emission computed tomography ("SPECT") 
and fMRI.

                                      2
<PAGE>


CT and MRI produce anatomical images showing cross-sectional slices of 
various parts of the body.  These anatomical imaging methods help in locating 
structural malformations and assessing physical organ damage.  Their 
applications are limited, however, in that many functional disorders have no 
corresponding structural abnormality or multiple structural problems which 
may make the identification of the problematic location difficult.

Other imaging technologies have been developed specifically to show the 
location of certain functional areas.  PET and SPECT produce cross-sectional 
pictures showing the location where certain radioactively labeled substances 
have accumulated after having been injected into the body. Two measures of 
cell function,  relative levels of metabolic activity and regional blood 
flow,  are determined by measuring the amount of radiation emitted by 
different tissues.
                                          
Functional Magnetic Resonance Imaging is used to create images related to 
localized changes in blood flow and oxygenation in the brain.  While fMRI has 
an advantage compared with PET and SPECT in that it does not involve 
injecting radioactive substances into the body, fMRI, PET and SPECT all have 
a relatively long response time which prevents observation of rapidly 
changing activities. Much of the valuable diagnostic information observed in 
electrical activity in the body occurs in intervals much less than one 
second, typically tens of milliseconds, and is spontaneous in nature.  
Because the physiological response time of PET, SPECT and fMRI is several 
seconds at best, critical information about the sequence of activity, which 
is essential for understanding disorders such as epilepsy, is unavailable 
from these technologies.

Conventional ECG and EEG have a faster response time than fMRI, PET and 
SPECT, and provide critical information about the sequence of electrical 
activity but, in many cases, lack the ability to locate the source of such 
activity with sufficient accuracy to guide therapy.  Locational accuracy is 
lost because the electrical activity is distorted as it passes through body 
tissues between the electrical source in the brain or heart and the 
electrodes on the body's surface.  For this reason, electrodes are generally 
inserted into the brain in an attempt to obtain accurate localization of 
functional abnormalities in the brain prior to surgery or in the heart prior 
to ablation procedures.  These procedures are invasive, very costly and 
involve risk and discomfort to the patient. 

MSI TECHNOLOGY

MSI is based on a measurement of the magnetic fields produced by 
intracellular electrical activity which, as discussed above, is associated 
with many of the body's most critical functions.  Unlike electrical activity 
generated by the body, the corresponding magnetic fields pass through the 
body without distortion and without obscuring the location of the source.  By 
measuring the magnetic fields and analyzing them to extract information about 
the location of the source, MSI can noninvasively provide information about 
the location of the origin of normal and abnormal electrical activity.  MSI 
can do this with a combination of millimeter spatial resolution and 
millisecond time resolution which has otherwise been available only from 
highly invasive procedures.  The Company believes that MSI has a unique 
capability to obtain such information without introducing radioactive or 
other tracer substances into the body or the use of other costly, invasive 
procedures.

THE MAGNES MSI SYSTEMS

The Company's current MSI systems, the single sensor Magnes I, the dual 
sensor Magnes II, the whole-head Magnes 2500,  and the cardiothoracic Magnes 
1300C, are integrated systems capable of measuring, analyzing and locating 
magnetic fields associated with the body's electrical activity in millisecond 
time scales.  The Magnes II was announced in fiscal 1994 and is an 
enhancement of the Company's original  Magnes I system.  The Magnes II system 
employs two sensors, each containing an array of 37 magnetic detectors (for a 
total of 74 detectors, each consisting of a superconducting detection coil 
and an amplifier called a superconducting quantum interference device 
("SQUID")).  Magnes I and Magnes II systems 

                                      3
<PAGE>

have been used in both neurological and cardiac applications and incorporate 
a number of unique technologies which are discussed later under the caption 
"Proprietary Core Technologies".

The Magnes 2500 WH system employs a total of 148 magnetic detectors 
incorporated into a sensor with a helmet shaped recess which is placed over 
the patient's head and is limited to neurological applications.  This design 
allows simultaneous examination of the entire brain and is designed for 
evaluating both ambulatory and critically ill patients in fully seated or 
fully reclined positions.  

The Magnes 1300C system employs 67 magnetic detectors installed in a sensor 
with a shallow concave lower surface designed to fit the human chest, abdomen 
or lower back.  

The Company has received 510(k) premarket notification clearance from the  FDA
for its Magnes I, Magnes II and Magnes 2500 WH systems for marketing the
Company's systems in the United States. In addition, the Magnes I, Magnes II and
Magnes 2500 WH systems have received similar approval from the JMHW for sale in
Japan as a clinical device. The Company has not yet applied to the FDA or
similar regulatory agencies to obtain clearance for the sale of the Magnes
1300C. There can be no assurance that such clearance will be obtained, if
applied for.  

MEDICAL APPLICATIONS

The Company believes its Magnes systems have commercial potential in the
diagnosis and treatment of neurological and other disorders.  However, as a
developing medical technology, the Magnes systems face several challenges to
commercial success.  Medical applications for the Magnes systems must be
developed that result in better patient care than existing technologies. The
Company has regulatory approval to market its Magnes I, Magnes II and Magnes
2500 WH systems for applications relating to the brain. However, in general,
reimbursement for MSI procedures must be obtained from third party payors, and
the use of Magnes systems must, therefore, provide a demonstrated economic
benefit to the health care provider. 

Currently, the Company believes there are two medically accepted applications
for its Magnes systems, namely, presurgical functional mapping of the brain
("PSFM") and assistance in the diagnosis and surgical treatment planning for
epilepsy.  To date, reimbursements from more than 130 insurance companies have
been obtained for both procedures on a case - by- case basis. However, the
expected volume of such procedures at most hospitals under current standard
treatment practices may not provide sufficient operating revenue to completely
offset the investment and operating cost of a Magnes system.

The Company believes the systems are appropriate for presurgical functional
mapping and epilepsy surgery; however, significant applications development and
clinical testing must be conducted before these systems can be deemed
appropriate for the other applications described below. The Company is primarily
focused on establishing the clinical and functional efficacy of MSI applications
for functional mapping and epilepsy.  The Company is  pursuing programs to
increase awareness of MSI technology to its target market of neurosurgeons,
electrophysiologists, neurologists, psychologists, epileptologists, and
gastroenterologists. There can be no assurance that the Company's systems will
be accepted for commercial use in any of the areas mentioned in the foreseeable
future.

NEUROLOGICAL APPLICATIONS

Research at leading medical centers has demonstrated that the Company's MSI
systems can be used by physicians to noninvasively locate specific functional
regions of the brain in preparation for surgery.  In addition, research has
shown that the Company's MSI systems can assist physicians to noninvasively
locate brain tissue suspected of triggering epileptic seizures and abnormal
neurological activity associated with closed head injury and trauma, ischemic
disorders and stroke.

                                      4
<PAGE>

PRESURGICAL FUNCTIONAL MAPPING:  The Company believes that currently 
approximately 100,000 brain surgeries are performed annually in the U.S.  
These procedures include tumor resection, surgical correction of epilepsy and 
removal of vascular malformations.  The precise locations of functional 
regions vary even among healthy individuals and more widely among patients 
with large brain lesions, and the locations can not be reliably determined 
solely from anatomical imaging such as MRI.  However, by relating information 
about the primary sensory function areas provided by the Company's MSI 
systems to MRI generated anatomical images,  a function map of the brain can 
be obtained and presented on a screen or recorded on film.  Thus, images 
produced with the Company's MSI systems allow the surgeon to reliably 
estimate the risk of damage to the identified functional areas which might 
arise from the surgery itself.  These images also help the surgeon to select 
the best surgical approach, such as where to open the head, and from which 
direction to access the targeted area to minimize the surgical risk.

Using the Company's MSI systems, reliable and practical methods of providing a
functional map of the brain have been developed and verified.  These results
have been reported in several medical journals.  The Company's MSI systems allow
the surgeon, hospital, insurer and patient to more accurately assess the risk of
a proposed surgery and the possibility of improving the outcome of the surgery.

EPILEPSY SURGERY:  There are approximately  1.2 million people in the United
States with recurrent epileptic seizures, and approximately  150,000 new cases
emerge each year.  The seizures for many of these people can be controlled with
drugs, but a number require alternative treatments.  It is estimated that there
are at least 100,000 people in the United States who could benefit from surgical
intervention, although, based on the most recent data published in 1993, it is
believed that only about 2,500 such procedures are being performed annually.  It
is the Company's opinion that the small number of surgical procedures for
epilepsy being performed annually,  is primarily due to limitations of
facilities available for such surgeries, and the small number of trained
clinicians expert in the area.

Over the past decade, a number of research studies have demonstrated that MSI
can noninvasively locate brain tissue suspected of triggering epileptic
seizures.  It is this tissue which is the target of the surgery.  In the absence
of a noninvasive method, it is often necessary to implant an array of electrodes
directly on or into the brain to locate this tissue.  The invasive evaluation
approach requires lengthy hospitalization in facilities that are equipped for
long-term intensive monitoring of patients, 24 hour nursing care and
participation of a highly trained team of specialists.  To date, the cost and
relative scarcity of appropriate facilities for this long-term monitoring
procedure severely limit the number of patients who can benefit from a surgical
approach to epilepsy treatment.

Recent medical literature shows that the information provided by MSI could, in
many cases, avoid invasive evaluation procedures.  The Company believes the
necessary information can be obtained with its MSI systems in a clinically
acceptable time frame and at a cost that will allow for routine use in
evaluating patients for epilepsy surgery.  The results to date suggest that the
use of the Company's MSI system would be a cost-effective alternative to
currently used invasive evaluation procedures.  The company is currently working
with three epilepsy centers in the U.S. to look at the effectiveness of MSI in
epilepsy in a prospective clinical trial.

ISCHEMIC DISORDERS, STROKE AND OTHER BRAIN APPLICATIONS: Ischemia and stroke are
common neurological disorders resulting from the disruption of blood supply to
the brain.  The total direct cost to the U.S. health care system for treatment
and rehabilitation of stroke exceeds $30 billion per year, according to the
Annals of Internal Medicine published in 1994.  MSI may potentially assist
physicians treating stroke by identifying damaged brain areas before they are
detectable by CT or MRI scans. As an indicator of neurological function, MSI may
be useful to monitor rehabilitation and treatment of stroke patients. Studies
have also suggested that the Company's MSI systems could be beneficial in the
diagnosis of brain disorders such as Alzheimer's disease, dyslexia, autism and
schizophrenia.

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APPLICATIONS IN THE BODY: The Magnes 1300 C system could be beneficial in
evaluating various parts of the body, including applications to gastrointestinal
ischemia, spinal cord function and fetal heart monitoring. The Company has not
applied to the FDA or similar regulatory agencies to obtain clearance for the
marketing of the Magnes 1300C. There can be no assurance that such clearance
will be obtained, if applied for.

CLINICAL COLLABORATIONS

The Company's primary near term objective is to accelerate the development, use
and commercialization of its MSI systems by cooperating with researchers and
physicians at key medical centers. The Company's MSI systems must be established
by clinical researchers as an effective tool suitable for mainstream clinical
applications in order to establish a commercial market.  Accordingly, the early
clinical research sales and collaborations with clinical sites are strategically
important to the Company's overall market development plan.  

As of September 30, 1998, the Company's MSI systems are installed for
neurological research at twenty (20) sites and non-neurological research at one
(1) site worldwide, listed in Table 1. The Company provides technical support to
all of these sites. While the sites listed in Table 1 below do not all have
formalized clinical applications development agreements with BTi, the Company
benefits from the extensive research conducted at these sites through the
clinical results disseminated to the medical community and from potential future
applications that may be developed.  To date, the findings of BTi and its
collaborators have been presented in more than 75 published papers. 

<TABLE>
<CAPTION>


TABLE 1
SYSTEM INSTALLED    NAME OF INSTITUTION                                  LOCATION
-----------------------------------------------------------------------------------
<S>                 <C>                                              <C>
Magnes I            University of Colorado                            United States 
Magnes II           University of California, San Francisco           United States
Magnes 2500 WH      The Scripps Clinic & Research Foundation (1)      United States 
Magnes 2500 WH      New York University Medical Center                United States
Magnes 2500 WH      University of Texas, Houston                      United States
Magnes I            Kyushu University Hospital                        Japan
Magnes II           National Institute for Physiological Sciences     Japan
Magnes II           National Epilepsy Center                          Japan
Magnes II           National Chubu Hospital                           Japan
Magnes 2500 WH      Tokyo Medical and Dental University               Japan
Magnes 2500 WH      Communications Research Laboratory                Japan
Magnes I            University of Munster                             Germany
Magnes I            University of Rennes                              France
Magnes II           University of Erlangen                            Germany
Magnes II           University of Vienna General Hospital             Austria
Magnes 2500 WH      Institute of Medicine-KFA Julich                  Germany
Magnes 2500 WH      University of Magdeburg                           Germany
Magnes 2500 WH      Max Planck Institute, Leipzig                     Germany
Magnes 2500 WH      University of Konstantz                           Germany
Magnes 2500 WH      FORENAP Institute for Research in                 France
                    Neuroscience and Psychiatry
Magnes 1300 C       University of Bochum (2)                          Germany

                    (1) Company equipment used as beta site.
                    (2)  Represents non-neurological site.
</TABLE>
                                      6

                                      
<PAGE>

MARKETING, SALES AND DISTRIBUTION

MARKET DESCRIPTION

The overall market for the Company's Magnes systems can be divided into three
overlapping segments: the basic research market, the clinical research market
and the commercial clinical market.  Customers in each market segment are
identified by the focus of their work, the source of purchase funds, and other
characteristics, as described below.

The basic research market consists of scientists working in university and
government laboratories to discover new information about organ function and to
make fundamental advances in their scientific fields.  Patient treatment is not
their principal concern.  Equipment used by these scientists is generally 
purchased with funds provided by government and private research grants.  The
basic research market has been to date, and continues to represent the majority
of the Company's sales.

The clinical research market consists primarily of teaching medical centers 
where the majority of clinical applications development work for new medical 
technologies and procedures is conducted.  Because of their size, buying 
power, prestige, and early involvement in assessing and using new medical 
technologies, teaching medical centers continue to be the primary focus of 
the Company's near-term marketing plans.  The Company has identified more 
than 150 key members of this group in the U.S., Europe and Asia which are 
centers of excellence in (i) neurosurgery, neurology and neurophysiology, 
(ii) neuroradiology and radiology and (iii) cardiology.  

The potential commercial clinical market for MSI systems if applications for
various neurological diseases in addition to epilepsy could be developed,
includes hospitals and clinics that could use the MSI systems in routine
diagnosis and therapeutic monitoring of patients.  The primary commercial
clinical market in the United States consists of approximately 450 major medical
centers each with 500 or more beds and approximately 780 hospitals each with
between 300 and 500 beds.  In addition, independent imaging centers in major
metropolitan areas have often been among the first buyers of new imaging
technologies, and the Company believes this pattern may be applicable for its
MSI systems.  Of the top 25 neurology centers in the United States, 24 have
significant and growing epilepsy centers.  There are approximately 200 epilepsy
surgery centers in the United States, Western Europe and Asia which could be
candidates for the Company's MSI systems.  Multiple sales at the same site are
not likely in the near term.  Sales to the commercial clinical market are
expected to develop when further regulatory approvals are obtained, adequate
third-party reimbursement for MSI tests becomes routine, MSI procedure costs
decline, and physician and decision makers in medical institutions conclude that
MSI procedures are more beneficial and economical than existing diagnosis and
treatment methods . If the Company is unable to gain general market acceptance
of its MSI systems, the Company's business, financial position and results of
operations will be materially adversely affected.

The National Institute of Health (NIH) has estimated that there are
approximately 90 million cases annually of neurological and mental illness
disorders in the U.S.  Each case represents a separate incident of such
disorders and not separate patients. In most cases, diagnostic methods for these
disorders remain inadequate.  According to NIH estimates, the annual cost
associated with these neurological and mental illness disorders in the U.S. is
more than $285 billion.  This amount includes the direct cost of health care
and, in the case of neurological disorders, the indirect cost of income lost due
to illness.  The majority of these disorders are functional in nature and are a
major cause of disability and death.  In most cases, no noninvasive test exists
to help physicians diagnose or effectively monitor the functional activity
associated with these neurological and mental illness disorders.  The Magnes
systems are designed to address this need.

There is substantial medical evidence supporting the view that a significant
percentage of mental illness disorders have a physiological origin which may be
treated by pharmaceuticals.  In most cases, 

                                      7
<PAGE>

however, it has not been possible to detect physiological dysfunctions 
clearly associated with the symptoms of mental illness.  There has been no 
objective measure to use for the diagnosis of mental illness, for the 
prescription of therapy,  or for measuring the effectiveness of the therapy 
on the patient. MSI has demonstrated the ability to provide accurate 
spatio-temporal maps of neurophysiological function which may serve as an 
objective measure and, the Company believes, the Magnes systems could fulfill 
a major need of physicians dealing with mental disorders.  Researchers are in 
the early stages of investigating MSI applications for mental illness and 
therefore no reliable estimates can be made of the number of patients who 
might be aided by data provided by the Magnes system.

MARKETING STRATEGIES

In order to promote sales in both the clinical applications development and 
commercial clinical markets, the Company's fundamental marketing strategy is 
to accelerate clinical applications development for the Magnes systems by 
collaborating with and promoting the work of a core group of influential 
medical centers engaged in applications development.  The Company plans to 
continue implementation of this strategy by (i) encouraging physicians 
developing applications for the Company's Magnes systems to publish their 
results in professional journals, (ii) participating in key medical meetings 
to generate interest among targeted medical specialists, (iii) direct 
mailings to encourage communication between research groups working with the 
Magnes systems, (iv) site visits by key customers, (v) public relations 
activities, and (vi) continuing its patient referral program.

DISTRIBUTION

The Company has a small direct sales organization with the specialized skills
needed to sell the Company's MSI systems in the United States. The European and
Asian markets are served, respectively, by the Company's branch office in
Aachen, Germany and by the biomedical division of Sumitomo Metal Industries,
LTD.  ("SMI")  in Japan.  In March 1990, the Company entered into a distribution
agreement granting SMI the exclusive rights to market, sell, distribute and
service the Company's MSI products in certain regions of Asia and in Australia
and New Zealand for an initial period of seven years.  The agreement established
a minimum number of units to be purchased by SMI during the period and granted
to SMI a right of first refusal to negotiate a license to manufacture and sell
the Company's MSI products in certain regions of Asia, Australia and New
Zealand.  This distribution agreement with SMI was extended for an additional
five (5) years on January 23, 1997 with the modification that SMI's distribution
rights outside of Japan would be non-exclusive. BTi is currently seeking
additional representation in other areas of Asia,  such as Korea and Taiwan.

REIMBURSEMENT

The Company's long-term commercial success in the United States is dependent
upon obtaining approval of routine payment for clinical MSI procedures by
Medicare and other third-party payors.  The Health Care Financing
Administration, which is responsible for the administration of Medicare, and
most third-party payors follow similar guidelines for determining whether a
specific procedure or health care technology is "reasonable" and "necessary"
and, therefore, reimbursable under Medicare or private insurance coverage. 
These guidelines generally include consideration of whether (i) the procedure or
technology is more or less costly than an alternative already covered by
insurance, (ii) the added benefit of the procedure or technology is significant
enough to justify the expense, and (iii) the procedure or technology provides
significant medical benefits not otherwise available from other procedures or
technologies. 

Substantial data is already available to support the use of MSI, and the 
Company's Magnes systems, for presurgical functional mapping and epileptic 
foci localization.  This includes a number of publications in NEUROSURGERY, 
AMERICAN JOURNAL OF NEURORADIOLOGY, EPILEPSIA, ANNALS OF NEUROLOGY and THE 
JOURNAL OF EPILEPSY AND BRAIN, among others. The data have been successfully 
used by a number of medical centers to receive third-party reimbursement on a 
case-by-case basis.  Since the first reimbursement was 

                                      8
<PAGE>

received in September 1993, more than 130 insurance companies and other 
healthcare providers have now approved reimbursement for certain MSI 
procedures.  Although initial results are encouraging and a number of 
third-party payors have approved reimbursement, there is no assurance that 
third-party reimbursement will become widely accepted.  

In Japan, a large number of hospitals are government funded and operated.  These
hospitals are paid by the JMHW only for procedures that have been approved by a
reimbursement board of the JMHW.  The JMHW follows guidelines similar to those
followed by third-party payors in the U.S. in determining whether the Japanese
government will reimburse a new medical procedure.  Once reimbursement for a
procedure is approved by the JMHW, all hospitals, both public and private, are
reimbursed for the procedure at the same reimbursement rate.  Since the
Company's Magnes I, Magnes II and Magnes 2500 WH systems received approval from
the JMHW for sales in Japan as clinical devices, Japanese public and private
hospitals may purchase the systems for clinical use on patients.  Reimbursement
is not yet available from the Japanese government or Japanese third-party
payors, but private Japanese hospitals are allowed to charge individual patients
privately for procedures with the Magnes systems.  The Kyushu University Magnes
I system and the National Epilepsy Center Magnes II system, in Shizuoka, have
been designated as Highly Advanced Medical Technology Sites by the Japanese
government.  This designation is required for application to the JMHW for
reimbursement.  SMI, with assistance from the Company, continues to work with
medical centers in Japan in an effort to have the JMHW establish a reimbursement
level for Magnes system procedures which will help support future purchases of
the Magnes system in Japan.

In Europe, the current Magnes sites have concentrated primarily on research, and
have not pursued governmental or private approval for reimbursement of MSI
procedures.

PRODUCT PRICES AND TERMS OF SALE 

The current prices for the Company's MSI systems range from approximately 
$1.0-$2.5 million, depending upon system configuration.  Standard terms of 
sale provide for payments of 40% of the purchase price upon placement of the 
order, 40% upon shipment and the remaining 20% when installation is completed 
and final acceptance is obtained from the customer.  For European customers 
who receive their funding from governmental agencies, the Company is 
generally required to provide a bank guarantee for the amount of the deposit 
which is usually released upon shipment and/or acceptance by the customer. 
The time between placement of an order and installation typically ranges 
between six and twelve months.  The Company also enters into special 
collaboration and sale arrangements with certain medical centers to promote 
clinical applications development.

INSTALLATION, SERVICE AND TRAINING

In the medical device market, the ability to provide comprehensive and timely
service is a key competitive advantage and is important for establishing
customer confidence.  Installation and service for the Company's products in the
United States and Europe is provided from its San Diego, California headquarters
and from the Company's branch office in Aachen, Germany, both of which maintain
customer service departments capable of performing sophisticated systems
installation and equipment maintenance.  SMI has its own service capabilities in
Japan to service MSI systems sold in their distribution areas.

Installation and a service agreement for the first year is included as part of
the standard terms of sale in the United States and Europe.  Thereafter, service
and maintenance are available on a time and materials basis or pursuant to a
yearly service agreement for an annual fee.

Initial customer training in the operation of the Company's MSI systems is
provided by the Company's personnel at the customer's site and is included in
the selling price of the system.  Physician training in 

                                      9
<PAGE>

interpreting the clinical significance of MSI information is currently 
provided at the Company's cooperating United States clinical sites.

COMPETITION 

The Company operates in an industry characterized by rapid technological change.
New products using other technologies or improvements to existing competing
products may reduce the size of the potential markets for the Company's
products, and may render them obsolete or non-competitive. Competitors may
develop new or different products using technology or imaging modalities that
may provide or be perceived as providing greater value than the Company's
products.  Any such development would have a material adverse effect on the
Company's financial position and results of operations.

Additionally, there continues to be significant price competition from the
Company's main competitors for the limited number of whole head systems
purchased worldwide.  This aggressive competition has and will affect  profit
margins on sales of the Company's whole head system, the extent of which is not
presently determinable.

Companies known to BTi that have manufactured an integrated large-array MSI 
system are CTF Systems Inc., a Canadian company, Neuromag Ltd., a Finnish 
company, Siemens AG, a German company, Phillips N.V., a Netherlands company, 
and Yokagawa, Shimadzu and Daikin, all three Japanese companies. Neuromag 
Ltd. has received FDA clearance for marketing one of its systems as a 
clinical device in the United States.  It is being marketed by Picker, Inc. 
in the United States and Europe, and by Elekta in Asia. An MSI system 
produced by CTF Systems, Inc. has been cleared for sale as a clinical device 
in Japan by the JMHW.  Yokagawa has installed one system in the United States 
and three  additional systems in Japan.  Siemens AG and Phillips N.V. do not 
currently manufacture or market integrated large-array MSI systems.  The 
Company believes that  Magnes systems compete favorably with other MSI 
systems on the basis of performance for detecting magnetic fields. The 
Company's ability to compete successfully, particularly in the Japanese 
market, may be negatively affected by the emergence of Japanese based 
competitors providing similar equipment.
  
Other large multinational corporations, including GE Corporation, a United
States company, have initiated product investigation programs in magnetic source
imaging.  The Company's ability to compete successfully, particularly against
any of its current or potential future competitors, many of which have
significantly greater financial, manufacturing, distribution, and technical
resources than the Company, will depend upon various factors, including BTi's
ability to continue its technological and market development leadership role and
BTi's ability to raise necessary capital for further development and
commercialization.

BACKLOG

As of September 30, 1998, the aggregate amount of firm backlog orders for
Company products and services was approximately  $5,312,000,  of which the
Company expects to fill approximately $4,581,000 before September 30, 1999. The
backlog is composed primarily of an order for a Magnes 2500 WH which was
shipped, but not yet accepted by the customer prior to September 30, 1998,  an
order for an expanded 248-channel sensor,  orders  for a 2500 WH system and a
1300C cardiac system, and deferred service revenues on systems accepted before
September 30, 1998. Future cash proceeds to the Company pertaining to backlog as
of September 30, 1998 total approximately $1,559,000. As sales of the Company's
systems typically involve transactions of $1 million or more, backlog is
expected to fluctuate significantly from year to year depending upon timing of
orders received, installations completed and customer acceptances received
during the reporting period.

                                      10
<PAGE>

PROPRIETARY CORE TECHNOLOGIES

BTi has pioneered the development of technologies associated with MSI.  Several
core technologies that have been developed by and are proprietary to the
Company, include superconducting magnetic field detectors, magnetic noise
reduction, data analysis and clinically useful displays. The Company believes it
has established an industry  leadership position in MSI.

SUPERCONDUCTING MAGNETIC FIELD DETECTORS

The Company's magnetic field detectors consist of a superconducting detection
coil and an extraordinarily sensitive amplifier called a SQUID. 
Superconductivity describes the ability of certain materials, when refrigerated
to near absolute zero (-460EF or -273EC), to carry electricity without
electrical resistance.  This property enables the detection coil to act as a
noise-free antenna to pick up magnetic fields and transfer them to the SQUID. 
The SQUID utilizes other unique electrical properties of superconductors to
generate readily measured voltage changes in response to very small magnetic
field changes.  Together, the superconducting detection coil and SQUID amplifier
are able to detect magnetic fields that are at least 1,000 times smaller than is
possible with other magnetic field detectors.

BTi has developed proprietary processes for fabricating highly reliable
superconducting magnetic field detectors and integrating a large number of such
detectors into complex sensors which measure magnetic fields generated by
electrical activity in the body.  Sensors are comprised of the magnetic field
detectors and the components required to refrigerate them to their operating
temperature.  The magnetic field detectors are refrigerated to a near absolute
zero temperature with liquid helium.  Novel methods have been developed by the
Company to accomplish the necessary refrigeration without the requirement of
immersing the magnetic field detectors directly in liquid helium.  Because of
this innovation, the magnetic field detectors can be used in any orientation
with respect to the body, thereby overcoming limitations of previous designs
that have prevented simultaneous measurements on the entire brain of a patient
lying in a horizontal position. BTi believes this unique ability may provide a
competitive advantage for the Company's future MSI systems. This construction
technique and the subsequent system design have received U.S. patent numbers
4,827,217; 5,494,101; 5,494,033; 5,497,828; 5,441,107; 5,471,985 and Canadian
patent number 2,155,076.  The Company has also applied for additional patents
covering innovative work.

The Company has also developed proprietary processes for fabricating detection
coils and SQUIDs from materials that become superconducting at the temperature
of liquid nitrogen, which is significantly higher than the temperature of liquid
helium.  The availability of superconducting detection coils and SQUIDs
refrigerated with liquid nitrogen would greatly simplify the design and reduce
the costs to build and operate an MSI system.  The Company has built and tested
experimental magnetic detectors fabricated from superconductors operating at
liquid nitrogen temperature.  While their noise properties are currently less
favorable than those obtained by using liquid helium superconductors, further
improvements may make them suitable for certain MSI applications.  The Company
believes its novel high-temperature SQUID fabrication process is the only
process having the reliability and reproducibility required of a commercial
manufacturing process. The use of those processes has been licensed to
Magnesensors, a related party, for applications other than in medical equipment.

MAGNETIC NOISE REDUCTION

The ability to detect weak magnetic fields created by the body depends upon the
elimination or reduction of magnetic noise generally present in the environment.
The magnetic fields generated by the electrical activity of the body can easily
be overwhelmed by the stronger magnetic fields generated by automobile traffic,
elevators, electrical machinery or even an ordinary wrist watch worn by a
patient.  The Company has developed techniques to reduce interference from
magnetic noise.  The Company houses its MSI systems in a shielded room
constructed according to the Company's specifications from 

                                       11
<PAGE>

special alloys that reduce magnetic noise.  All equipment used in the 
shielded room is selected or fabricated to avoid contaminating this low-noise 
environment.  In addition, the configuration of the detection coils, 
reference coils, and supporting software processing algorithms in the 
Company's Magnes systems sharply reduces their sensitivity to magnetic fields 
from sources located more than about 10 inches from the sensor, which allows 
the Company to focus the sensors on the specific portion of the body being 
measured.  The Company is investigating whether its noise reducing algorithms 
could allow a reduction in magnetic shielding requirements, which could 
substantially lower the cost of future MSI systems.

DATA ANALYSIS

The Company has developed techniques to automate the collecting and processing
of reliable clinical data according to standardized protocols.  The use of
standardized protocols enables the Company's MSI system to be operated by a
trained technician and helps to ensure the reliability of the results.  BTi's
proprietary software has dramatically reduced the time to compute specific
sources of electrical activity. These developments have been critical factors in
the Company's efforts at making its MSI system suitable for routine clinical
use.

In analyzing a patient's magnetic field data, it is usually assumed that a very
small region of electrically active tissue generates the magnetic field at any
instant of time.  There are situations of potential clinical interest in which
the assumption of this single focal source of electrical activity cannot be
used, and new analysis techniques are needed.  The Company has developed,  and
is working with other third parties to develop techniques to extend the analysis
to multi-focal and spatially extended sources of electrical activity to address
this need.

CLINICALLY USEFUL DISPLAYS

Effective display of the results of an MSI examination is required to allow the
technician operator to assess the data quality and to allow the physician to
interpret the significance of the MSI results relative to the patient's
condition.  The Company provides a number of displays ranging from temporal
displays, which allow the physician to determine the time sequence of events, to
overlay displays, which estimate the location of the analyzed functions relative
to the patient's anatomical images provided by MRI or CT.  The Company has
developed or has access to data interfaces compatible with a wide variety of MRI
and CT scanners.

RESEARCH AND DEVELOPMENT

The Company has funded its product research and development primarily through 
public and private sales of stock, and revenues from product sales and 
product-related services. During fiscal 1998, 1997 and 1996, the Company's 
research and development expenses totaled $1,756,000, $2,953,000 and  
$7,767,000, respectively. The Company  substantially completed the design of 
its Magnes 2500 WH system in fiscal 1996 and decreased expenditures in 1997 
and 1998 as part of the Company's restructuring and focus on developing a 
market for sale of the Company's Magnes 2500 WH system.

MANUFACTURING AND MATERIALS

The Company engineers and manufactures every major component of its Magnes 
systems, other than the host computer and its peripherals, the magnetically 
shielded room which houses the sensor, and the sensor position indicator 
hardware used to determine how the sensor is oriented to the body. The 
Company is also currently purchasing its SQUID production requirements.  
However, through the Company's joint ownership of Magnesensors, Inc., the 
Company has the ability to fabricate SQUIDS from materials that become 
superconductive at liquid helium and liquid nitrogen temperatures should such 
a need arise.

                                       12
<PAGE>

Of the major components of the Magnes system not manufactured by the Company,
the host computer and peripherals are widely available standard items.  The
other major purchased components are constructed in accordance with Company
specifications that ensure compatibility with its MSI system.  The magnetically
shielded rooms for Magnes systems sold in the United States and Europe are
currently supplied by two European manufacturers and a third U.S. based
manufacturer has recently delivered its first room.  In 1991, the Company
completed development of a magnetically shielded room of its own design in
cooperation with SMI and retains an option to manufacture the room or purchase
it from SMI for sales outside the SMI distribution area. The Company believes it
has adequate alternate sources of supply for this major system component from
these sources.

The Company believes its current manufacturing capacity is sufficient to satisfy
present demand.  In order to achieve its long-term objectives, however, the
Company will be required to expand production capabilities, mainly through
additional manufacturing personnel and by potential subcontracting assembly of
certain system components.  There can be no assurance that the Company will be
able to increase its level of output.  The Company believes that its control
over the development and manufacture of its MSI systems will enable it to modify
its devices to address specific needs of anticipated clinical applications
without significant dependence upon outside suppliers, manufacturers or
providers of technology.

GOVERNMENTAL REGULATION

The Company is subject to various regulations of the FDA and California Health
Services.  In particular, the FDA and California Health Services have
promulgated regulations to which the Company must adhere including, but not
limited to, minimum manufacturing standards, product operating effectiveness and
functional safety of the Company's diagnostic products.  The FDA regulates
marketing of medical devices, requiring premarket clearance or premarket
approval based upon review of information submitted by the Company relating to
intended product use, labeling, safety and efficacy.  The premarket clearance or
approval processes are based upon risk class and degree of equivalence to
devices already marketed that are proven to be safe and effective.

Medical devices are placed in one of three classes, depending upon their use or
the degree to which they provide functions critical to sustaining life.  Class I
devices are subject to general controls, including Quality System Regulations
(QSR, formally known as Good Manufacturing Practice), and examples of such
devices are tongue depressors and hot water bottles.  Class II devices are
subject to general performance standards not yet established by regulation. 
General controls of Class I devices presently apply to Class II devices, because
no performance standards have been developed or promulgated by the FDA for Class
II devices.  Examples of Class II devices are ECG and EEG.  Class III devices
consist of "critical devices," those represented to be life sustaining or life
supporting, implanted in the body or presenting potential unreasonable risk of
illness or injury.  Safety and efficacy must be demonstrated and supported by
clinical data submitted to the FDA for "premarket approval."  Examples are
kidney dialysis systems and cardiac pacemakers.  Class I and II devices may be
marketed by demonstration of "substantial equivalence" to existing devices via a
Section 510(k) premarket notification, and subsequent FDA clearance to market. 
The Magnes I and Magnes II systems have been determined under the 510(k) process
to be substantially equivalent to BTi's prior Model 607 Neuromagnetometer and to
EEG.  The Magnes 2500 WH system has been found to be substantially equivalent to
the Magnes II system. The Company's Magnes MSI systems are classified as Class
II devices, and therefore are subject to the general controls of Class I devices
and to performance standards that have not yet been defined for Class II
devices. The Company believes that its Magnes 1300C system will be found
substantially equivalent to previous Magnes devices.  However, the FDA has made
no such determination, nor is the Company pursuing such clearance at this time.

The Company has filed, and subsequently received clearance, for Section 510(k)
premarket notifications with the FDA for applications of the Magnes I, Magnes II
and Magnes 2500 WH systems relating to the brain. This clearance enables the
Company to market the Magnes I, Magnes II and Magnes 2500 WH 

                                       13
<PAGE>

systems as diagnostic devices for clinical use relating to applications of 
the brain rather than research equipment. The Company has not yet applied to 
the FDA or similar regulatory agencies to obtain clearance for sale of the 
Magnes 1300C.

The Company's continued compliance with applicable governmental regulations 
is assessed by internal audits and by audits of manufacturing operations and 
procedures conducted by the FDA and California Health Services.  These 
agencies have the authority, among other rights, to limit or stop product 
shipments and require product recall should a failure to comply with 
regulations be observed. The Company has registered with the FDA and 
California Health Services as a medical device manufacturer. California 
Health Services has completed an inspection of the Company's facilities and 
manufacturing processes and has issued the Company a license which permits it 
to manufacture, sell and ship the Magnes systems as medical devices for 
diagnostic purposes.  The FDA conducted an audit of the Company for 
compliance with federal current Good Manufacturing Practices ("cGMP") 
regulation requirements in July 1996.  All areas of the Company's internal 
cGMP program were observed to be in compliance with the regulations.

In order to export its products, the Company must comply with United States 
export control regulations, which restrict the export of devices containing 
certain of the Company's technology to certain foreign nations.  Although the 
export control regulations have not prohibited the Company from exporting its 
MSI systems to foreign nations, there can be no assurance that the Company 
will continue to be able to obtain the necessary export licenses in the 
future.  The Company is currently allowed to export the Magnes systems to 
many foreign countries, including all Western European countries and Japan, 
under a general license that requires no additional approval prior to 
shipment.

While Western Europe and Japan have regulatory agencies that are somewhat 
similar to the FDA, each country's regulatory requirements for product 
acceptance are unique and will require the expenditure of substantial time, 
money and effort to obtain and maintain regulatory acceptance for marketing 
for clinical use.  There can be no assurance that the Company will be able to 
obtain and maintain such approvals.  The Magnes I system,  Magnes II system 
and Magnes 2500 WH systems have all received JMHW approval.

PATENTS AND PROPRIETARY INFORMATION

The Company relies on proprietary technology and seeks to maintain 
confidentiality of its trade secrets, unpatented proprietary know-how and 
other proprietary information and to obtain patent protection when 
appropriate.  As of September 30, 1998, the Company held forty two (42)  
patents in the United States of which four (4)  pertain to the Company's 
current whole head system Eight  (8)  of the forty two (42)  patents had 
counterpart patents issued in certain members of the European Patent 
Organization, in Canada and in Japan.  As of September 30, 1998 the Company 
had filed three (3) U.S. patent applications that are in various stages of 
the patent prosecution process.  The Company has also filed five (5) 
applications with the European Patent Organization for patent protection in 
Western Europe,  ten (10)  applications in Japan and two (2) in Canada.  The 
Company anticipates that patents, if issued, will be issued (i) within two to 
20 months with respect to the pending patent applications in the U.S., and 
(ii) within three years with respect to the pending patent applications in 
Western Europe.  The Company has reserved its priority with respect to 
receiving patents on its applications in Japan, and may pursue those 
applications in due course.

The Company's patents protect several fundamental aspects of the technology 
used in its products.  Patents have been issued with respect to 
superconducting devices, ultra-low-noise electronics circuits, 
biomagnetometer design, biomagnetic signal processing, magnetic shielding 
techniques, noise suppression methodologies, cryogenic apparatus construction 
techniques, and system design concepts.  Patent applications have been filed 
with respect to a new process for fabrication of electronic devices using 
high-temperature superconducting materials, superconducting device designs, 
magnetic shielding technology, cryogenic refrigeration, ultra-low-noise 
electronic circuits, patient handling equipment and 

                                       14
<PAGE>

biomagnetic signal processing and data analysis.  The Company currently is 
considering additional patent applications covering inventions already made 
in these and related fields of technology.  BTi is not aware of any 
infringement by any of its products on patents issued to others. Rights to 
certain of the Company's patents associated with the application of so-called 
high temperature superconductors  have been assigned to Magnesensors, Inc., 
partially owned by BTi and Quantum Magnetics.

Magnes-Registered Trademark- and Biomagnetic Technologies-TM- (with and 
without the design) and BTi-TM- are registered  trademarks of the Company  by 
registration with the State of California and by registration with the U.S. 
Patent and Trademark Office.  

HUMAN RESOURCES

As of September 30, 1998, the Company employed 59 full-time employees at its 
facilities in San Diego, California and Aachen, Germany combined.  None of 
the Company's employees are covered by a collective bargaining agreement and 
the Company has experienced no work stoppages.  The Company believes that it 
maintains good relationships with its employees.

RISKS AND UNCERTAINTIES

HISTORICAL OPERATING LOSSES AND ACCUMULATED DEFICIT

Our financial position reflects that we have been principally focused on 
research and development with only low volume sales to medical research 
institutions. For example, our net losses in the last three years have been 
as follows:

                   * $4,968,000 of losses in fiscal 1998,
                   * $5,242,000 of losses in fiscal 1997, and
                   * $15,566,000 of losses in fiscal 1996.

In the last three years, our negative cash flows from operations have been as
follows:

                   * $5,360,000 in fiscal 1998,
                   * $2,032,000 in fiscal 1997, and
                   * $12,808,000 in fiscal 1996.

At September 30, 1998, our accumulated deficit was $90,823,000 with working
capital of $11,139,000.  Our working capital at September 30, 1998 resulted
primarily from the sale of 30,000,000 shares of common stock for proceeds of
$15,000,000 during August 1998.  We believe that cash projected to be generated
from operations alone will not be sufficient to meet our capital and working
capital requirements in fiscal 1999.

DEPENDENCE ON MEETING CUSTOMER REQUIREMENTS

Our success may be limited by our ability to satisfy customer performance 
requirements for our systems; as well as our ability to complete, in a timely 
fashion, product developments and enhancements to satisfy customer 
requirements.

FUTURE CAPITAL NEEDS AND UNCERTAINTIES OF ADDITIONAL FUNDING

If we achieve the projections in our current business plan, we believe that we
will be able to meet our business obligations through June 2000.  However, we
may not meet our sales projections due to the current limited and competitive
market for MSI systems.  If we do not meet our sales projections, we may not
have sufficient available funds and cash flows from operations to meet our
business obligations through June 2000.  Even if we meet our business plan
projections, we will likely seek additional financing in fiscal 2000 to fund
operations.  We may not find such financing on terms acceptable to us, if at
all.  For more information, you should also read the "Liquidity and Capital
Resources" section starting on page 22.

                                       15
<PAGE>

DEPENDENCE UPON A SINGLE PRODUCT AND UNCERTAINTY WITH RESPECT TO THE 
DEVELOPMENT OF ADDITIONAL PRODUCTS OR APPLICATIONS

Our future success may be limited by our dependence on one product, our 
Magnes 2500 WH system, which currently has limited clinical applications.  
Before we can penetrate the commercial clinical market, we need to develop 
additional clinical applications for our MSI system by experimenting with its 
diagnostic and monitoring uses at major medical centers.  We cannot assure 
you that a commercial market will develop for these uses of our MSI system.  
Our financial position will be materially adversely affected if we do not 
develop additional clinical applications or if we are not able to develop a 
commercial market for our Magnes 2500 WH system.

DEPENDENCE ON AND UNCERTAINTY WITH RESPECT TO THIRD PARTY REIMBURSEMENT AND 
HEALTHCARE REFORM

Our commercial success is also highly dependent on reimbursement for 
procedures using the MSI system.  Currently, Medicare, insurance companies 
and other healthcare providers approve payment for MSI procedures on a 
case-by-case basis. As of September 30, 1998, these third party payors have 
only approved limited reimbursements in the United States.  Although third 
party payors have increasingly approved reimbursements, we cannot assure you 
that third party reimbursements will become widely available.  The United 
States government does not currently reimburse for MSI procedures.  If 
reimbursement does not become more widely available, our financial position 
will be materially adversely affected.  Further, if the Federal government or 
any state legislature enacts legislation relating to our business or the 
health care industry, including legislation relating to third party 
reimbursement, our financial position could be negatively affected. In 
addition, there is currently no reimbursement for MSI procedures outside of 
the United States.

RISK OF TECHNOLOGICAL OBSOLESCENCE

Our industry is characterized by rapid technological change, which may also 
impact our commercial success.  Competitors may develop products using other 
technologies or may improve existing products.  This competition may reduce 
the size of the potential market for our products or make them obsolete or 
non-competitive.  Competitors may also develop new or different products 
using technology or imaging modalities that provide, or are perceived as 
providing, greater value than the Company's products.  Our financial position 
will be materially adversely affected if such competitive developments occur.

COMPETITION

Our industry is also characterized by ongoing significant price competition. 
Our competitors compete with us aggressively for the currently limited number 
of whole head systems being purchased worldwide.  The future profitability of 
our Magnes 2500 WH system may be affected by this aggressive competition, but 
we cannot presently determine the extent.

FOREIGN EXCHANGE AND RELATED RISK

A significant portion of our sales to date have been in foreign markets. 
Revenues from export sales represented 71% of our revenues of MSI systems for 
the year ended September 30, 1998 compared to 77% of similar revenues for the 
prior year. We expect that revenues from international sales will continue to 
represent a significant portion of our annual revenues.  Because we sell in 
foreign markets, we are exposed to potential risks of increases and decreases 
in foreign currency exchange rates. Although at September 30, 1998 and 1997 
we did not have any open forward exchange contracts, on occasion, we enter 
into forward exchange contracts to partially hedge ( or protect) against such 
foreign currency exchange risks.  Nonetheless, these fluctuations may reduce 
the return in U.S. dollars that we actually receive on our sales.  We price 
our Japanese sales in U.S. dollars. We generally price our European sales in 
the currency of the country in which our MSI systems are sold.  The prices of 
our products in U.S. dollars will vary as the value of the U.S. dollar 
fluctuates against the quoted foreign 

                                       16
<PAGE>

currency price.  

YEAR 2000 ASSESSMENT

Many currently installed computer systems and software products are coded to 
accept only 2 digit entries in the date code field. Beginning in the year 
2000, these date code fields will need to accept 4 digit entries to 
distinguish 21st century dates from the 20th century dates.   Systems that do 
not properly recognize such information could generate erroneous data or 
cause a system to fail. As a result, in less than two years, computer systems 
and/or software used by many companies may need to be upgraded to comply with 
Year 2000 requirements. 

The Company is utilizing both internal and external resources as applicable, 
to identify, correct or reprogram, and test its internal systems for Year 
2000 compliance.  The total cost of compliance and its effect on the 
Company's future results of operations is being determined as part of the 
detailed conversion process.  The Company has preliminarily determined that 
it may be necessary to acquire new Year 2000 compliant hardware and software 
systems for its accounting, purchasing , production control and inventory 
management systems. Current estimates indicate potential costs may amount to 
approximately $250,000 for expenditures, including hardware, software and 
systems conversions, plus additional, yet to be quantified internal and 
external labor costs for systems conversions  and implementation.

The  Company is currently seeking to ensure that the software and operating 
systems included in its Magnes 2500WH are Year 2000 compliant. Failure or 
perceived failure of such product to be Year 2000 compliant could 
significantly adversely affect sales of the Company. Year 2000 issues could 
cause potential customers to reevaluate their current system needs and as a 
result consider deferring purchase of the Company's Magnes systems. 
Additionally, the Company could have potential warranty or other claims with 
existing Magnes systems placed with customers if such systems are not year 
2000 compliant. Any of the foregoing could result in a material adverse 
effect on the Company's business, operating results,  and financial condition.

The Company is also in the process of requesting information and assurances 
from its major vendors, service providers and customers about their state of 
Year 2000 compliance and readiness.  In the event that significant Year 2000 
issues are identified with such parties, the Company will identify 
contingency plans such as the use of alternate vendors or manual systems.

As of September 30, 1998, the Company has spent approximately $40,000 in 
addressing Year 2000 issues including consultant and in-house labor costs.

ITEM 2.   PROPERTIES.

The Company's executive offices and manufacturing facilities are located in a 
55,000 square foot facility at 9727 Pacific Heights Boulevard, San Diego, 
California.  All domestic operations of the Company are conducted from this 
facility, which was first occupied in December 1989.  The Company leases this 
facility pursuant to a five year lease agreement which expires in February 2003.
Average monthly lease payments over the term of the lease approximate $50,700. 

The Company's branch office in Germany leases approximately 3,000 square feet at
Gruener Weg 82, D-5100 Aachen, Germany pursuant to a year-to-year lease
agreement expiring in December 1998, which the Company is in the process of
renewing.  Monthly lease payments are approximately $2,000.  Sales and service
for the Company's European operations are conducted from the German facility.

                                       17
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS.

Neither the Company nor its German subsidiary are involved in any litigation
which is expected to have a material adverse effect on the Company's business,
consolidated financial position, or results of operations. 

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

None.

PART II

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

The Company's Common Stock, formerly traded on the Nasdaq National Market under
the symbol "BTIX",  was delisted as of March 10, 1997 for lack of then
compliance with the net tangible assets requirement of $4 million dollars. The
Company's stock is currently trading on the Nasdaq Over the Counter Bulletin
Board.  The following table sets forth the range of high and low closing sales
prices by quarter for the Company's Common Stock as reported by Nasdaq. Such
quotations represent inter-dealer prices without retail markup, markdown or
commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>

     Fiscal Year 1998    High      Low
     ----------------   -----     -----
     <S>                <C>       <C>
     1st Quarter        $1.50     $0.37
     2nd Quarter        $0.68     $0.38
     3rd Quarter        $0.42     $0.28
     4th Quarter        $0.64     $0.26
     
     Fiscal Year 1997    High      Low
     ----------------   -----     -----
     1st Quarter        $1.00     $0.47
     2nd Quarter        $0.44     $0.16
     3rd Quarter        $0.73     $0.20
     4th Quarter        $0.74     $0.36
</TABLE>

As of December 17, 1998, there were approximately 269 holders of record of 
the Company's Common Stock. The last reported closing price for the Company's 
Common Stock on the Nasdaq Over the Counter Bulletin Board on December 17, 
1998 was $.18 per share.

The Company has never declared or paid dividends on its Common Stock.  The
Company does not anticipate declaring any dividends on its Common Stock in the
foreseeable future and intends to retain earnings, if any, for the development
of its business.

ITEM 6.   SELECTED FINANCIAL DATA.
     
The selected financial data set forth below with respect to BTi's consolidated
statements of operations for each of the three years in the period ended
September 30, 1998 and with respect to the consolidated balance sheets at
September 30, 1998 and 1997, are derived from the audited consolidated financial
statements which are included elsewhere in this document.  The statement of
operations data for the years ended September 30, 1995 and 1994 and the balance
sheet data at September 30, 1996, 1995 and 1994 are derived from audited
consolidated financial statements not included in this document.  The data set
forth below should be read in conjunction with the consolidated financial
statements and 

                                       18
<PAGE>

related notes included elsewhere in this document.  Dollars are stated in 
thousands, except per-share amounts.

<TABLE>
<CAPTION>

                                                                       Years Ended September 30,
                                                     --------------------------------------------------------------------
STATEMENT OF OPERATIONS DATA:                          1998           1997         1996            1995          1994
                                                     --------       --------      ---------       --------      ---------
<S>                                                  <C>            <C>           <C>             <C>           <C>
Total revenues                                       $ 2,839        $10,592       $    733        $ 8,981       $  3,119
Operating loss                                        (4,898)        (3,318)       (15,467)        (5,720)       (10,147)
Net loss                                              (4,968)        (5,242)       (15,566)        (6,673)       (10,313)
Basic and diluted net loss per share                    (.09)          (.11)          (.39)          (.27)         (1.03)
Shares used in computing
   basic and diluted net loss                         56,430         45,790         39,950         24,783          9,977
   per share
</TABLE>

<TABLE>
<CAPTION>

                                                                              September 30,
                                                     --------------------------------------------------------------------
BALANCE SHEET DATA:                                   1998            1997          1996           1995            1994
                                                     -------        --------       --------       -------        --------
<S>                                                  <C>            <C>            <C>            <C>            <C>
Working capital (deficiency)                         $11,139        $(2,284)       $  (785)       $10,274        $(2,114)
Total assets                                          17,343          6,002         16,250         20,124          9,419
Long term obligations                                    216            219             48            493            459
Shareholders' equity (deficit)                        11,569         (1,286)           854         13,368          2,283
</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.

Except for the historical information contained herein, the following discussion
may contain forward-looking statements that involve risks and uncertainties. 
The Company's future results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
specifically limited to, failure to satisfy performance obligations, timely
product development,  changes in economic conditions in various markets the
Company serves, uncertainty regarding the Company's patents and propriety
rights,  as well as the other risks detailed in this section. The Company does
not undertake to update the results discussed herein as a result of changes in
risks or operating results.

OVERVIEW
Since 1984, the primary business of the Company has been the development of MSI
systems that measure magnetic fields generated by the human body and assist in
the noninvasive diagnosis of a broad range of medical disorders.  The
measurement of the body's magnetic fields by MSI provides information about the
normal and abnormal functions of the brain, heart and other organs. The Company
is focusing on the development of its technology for potential commercial market
applications such as mapping of functional cortex at risk during surgery for
tumors and other lesions, and the diagnosis and planning for surgical treatment
of epilepsy. The Company is continuing to investigate the potential applications
of its technology for problems of the heart, spine, and gastrointestinal system,
as well as for disorders of the brain such as closed-head trauma, schizophrenia
and other neuro-psychiatric disorders.

Twenty one (21) Magnes systems were installed in medical and research
institutions worldwide at the end of fiscal 1998.  To date, more than 5,000 MSI
examinations have been performed on patients and control subjects at the
Company's application development sites. Related findings by BTi and its
collaborators have been published in more than 75 scientific and medical papers.
Since the first reimbursement for MSI procedures was received in September 1993,
more than 130 insurance companies have approved reimbursement on a case-by-case
basis for certain MSI procedures performed with the Company's Magnes MSI
systems.  

                                       19
<PAGE>

In fiscal 1995, BTi announced development of the Magnes 2500 WH, an expansion 
of the existing Magnes I and Magnes II systems product line.  Development of 
the Magnes 2500 WH hardware was substantially completed in fiscal year 1996. 
The Magnes 2500 WH allows simultaneous examination of the entire brain and is 
designed for evaluating ambulatory or critically ill patients in seated or 
fully reclined positions. As of September 30, 1998, the Company had shipped 
ten Magnes 2500 WH systems and  received nine final acceptances from 
customers.

The current price of BTi's MSI systems ranges from approximately $1.0 to $2.5 
million, depending upon system configuration.  A portion of the Company's 
sales have been in foreign markets.  The Company has previously priced 
certain of its European sales in the currency of the country in which the 
product was sold and the prices of such products in dollars varied as the 
value of the dollar fluctuated against the quoted foreign currency price.  
There can be no assurance that currency fluctuations will not reduce the 
dollar return to the Company on such sales, if made in the future. Although 
at September 30, 1998 and 1997, the Company did not have any open forward 
exchange contracts.  The Company may in the future enter into forward 
exchange contracts to partially hedge such foreign currency exposure, if 
appropriate.

Since concentrating on the development of its MSI  systems in 1984, the 
Company's corporate strategy and commitment of resources have focused on 
long-term product applications and continued product development rather than 
near-term operating performance.  Since the development of the Magnes 2500 WH 
system was substantially completed in fiscal year 1996, the Company has 
significantly reduced product and applications development expenses and 
expects that such expenditures may continue at comparatively reduced levels 
in 1999.

In December 1996, the Company reported a restructuring of its operations due 
to lower short-term market projections for its MSI systems.  The 
restructuring resulted in a reduction of 44  employees. 

The Company believes that the relatively small number of proven medical 
applications for the Magnes systems,  the lack of routine reimbursement for 
MSI procedures, and the uncertainty of product acceptance in the U.S. market  
have limited system sales  through fiscal 1998.  Additionally,  it is not 
possible to reliably predict the timing and extent of future product sales 
due to the uncertainties of medical applications, reimbursement  and product 
acceptance. The Company does not anticipate multiple sales to the same 
end-user at current sales volumes, and the sale of one Magnes system may have 
a significant impact on the Company's financial position and results of 
operations during any reporting period.  As a result, quarterly and annual 
operating performance will continue to fluctuate. 

RESULTS OF OPERATIONS

The consolidated financial statements and notes thereto which appear in Part II,
Item 8 should be read in conjunction with the following review:

FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997

Results of operations in fiscal 1998 declined as compared to fiscal 1997
primarily due to having only two final customer acceptances consisting of a
Magnes 2500 WH system and a Magnes II system in fiscal 1998, as compared to
seven final customer acceptances of Magnes 2500 WH systems in fiscal 1997.
However, as a result of the restructuring of the Company which commenced in
December 1996, additional cost savings were realized in general and
administrative, marketing and sales, and research and development expenses.

Product revenues for fiscal 1998 totaled $2,103,000 as compared to $10,131,000
in fiscal 1997.  Decreased product revenues is the result of only two final
customer acceptances of systems in fiscal 1998 as compared to  seven final
customer acceptances of systems in fiscal 1997.

                                       20
<PAGE>

Product costs totaled $1,935,000 in fiscal 1998 as compared to $6,333,000 in 
fiscal 1997.  Product costs decreased due to the sale of two systems  in 
fiscal 1998 as compared to seven systems in fiscal year 1997.  Product costs  
as a percentage of product revenues amounted to 92% in fiscal 1998 as 
compared to 63% in fiscal 1997. The decreased margin is primarily the result 
of  fixed production expenses being absorbed over fewer units in fiscal 1998 
as compared to fiscal 1997.

Service revenues for fiscal 1998 totaled $498,000 as compared to $395,000 in 
fiscal 1997.  The increase of 26% is attributable to  customer acceptances of 
seven systems in fiscal 1997, resulting in service revenues in fiscal 1998 
inherent in the first year service contracts.

Research and development expenses totaled $1,756,000 in fiscal 1998 compared 
to $2,953,000 in fiscal 1997. The decrease of 41% is the result of reduced 
payroll and related research and development costs which commenced with the 
Company's restructuring in December 1996.  The Company also reduced research 
and development expenditures in fiscal 1998 to preserve cash flows for other 
uses including market development for the Company's systems.

Marketing and sales expenses amounted to $1,281,000 in fiscal 1998 as 
compared to $1,902,000 in fiscal 1997, a decrease of 33%.  This decrease is 
attributed to the general reduction of marketing and sales expenses due to 
the restructuring of operations which commenced in December 1996.

General and administrative expenses totaled $1,721,000 in fiscal 1998, a 
reduction of 21% from  $2,190,000 in fiscal 1997.  This reduction was 
primarily due to the restructuring of the Company's operations, including 
reductions in administrative personnel.

Interest expense totaled $72,000 for fiscal 1998 as compared to $2,339,000 in 
fiscal 1997.  Interest expense of $2,339,000 in fiscal 1997 consisted 
primarily of a non-cash charge of $2,250,000 pertaining to the conversion 
feature of a note payable to shareholder. 

Loss on equity investment in fiscal 1998 represents the Company's portion of 
net losses incurred by Magnesensors, Inc. of approximately $78,000 and a 
write down of the Company's remaining equity investment of approximately 
$82,000. Magnesensors, Inc. is 38% owned by the Company. 

FISCAL YEARS ENDED SEPTEMBER 30, 1997 AND 1996

Results of operations improved in fiscal 1997 compared to fiscal  1996 
primarily due to the receipt of seven final customer acceptances of Magnes 
2500 WH systems and the Company's restructuring which began in December 1996. 
The restructuring reduced headcount by 44 employees, resulting in scaling 
back and cost savings in general and administrative, marketing and sales, and 
research and development expenses. 

Product revenues for fiscal 1997 totaled $10,131,000 as compared to $168,000 
in fiscal 1996. Increased product revenues in fiscal 1997 resulted primarily 
from customer acceptances of seven Magnes 2500 WH systems. The Company's 
product revenues in fiscal 1996 consisted solely of Magnes components as no 
Magnes systems were accepted by customers. 

Service revenues for fiscal  1997 totaled $395,000 as compared to $565,000 in 
fiscal 1996, a decrease of 30%. The reduction in service revenues is the 
result of first year service contracts on Magnes I and Magnes II systems 
having been substantially completed in 1996 for units shipped in 1995.  
Service contracts pertaining to the Magnes 2500 WH systems did not commence 
until final customer acceptances  were received in the second quarter of 
fiscal 1997.

Product costs totaled $6,333,000 in fiscal 1997 as compared to  $2,565,000 in 
fiscal 1996. Product costs increased due to sales of seven Magnes systems in 
fiscal 1997 as compared to no system sales in fiscal 1996.

                                       21
<PAGE>

Research and development expenses totaled  $2,953,000 as compared to 
$7,767,000 in fiscal 1996.  The decrease of 62%  is related to substantial 
completion of the development of the Magnes 2500 WH system in fiscal 1996 and 
the Company's restructuring in fiscal 1997 which resulted in reduced payroll 
and related research and development costs. 

Marketing and sales expenses totaled  $1,902,000 in fiscal 1997 as compared 
to $2,798,000 in fiscal 1996, a decrease of 32%. The decrease was primarily 
due to the restructuring of operations, including a reduction in marketing 
and sales personnel, which commenced in December 1996.

General and administrative expenses totaled $2,190,000 for fiscal 1997 as 
compared to $2,958,000 for fiscal 1996,  a decrease of 26% attributed to the 
restructuring of the Company's operations and reduction of administrative 
personnel.

Interest expense totaled $2,339,000 for fiscal 1997 as compared to $788,000 
for fiscal 1996. Interest expense consisted primarily of a  non-cash charge 
of $2,250,000 and $750,000 in fiscal 1997 and 1996 respectively,  pertaining 
to the conversion feature of a note payable to shareholder. 

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1998 the Company had working capital of $11,139,000. At 
September 30, 1997, the Company's current liabilities exceeded current 
assets, resulting in a working capital deficiency of $2,284,000. The net 
increase in working capital is primarily due to the sale of 30,000,000 shares 
of common stock to offshore investors at $.50 per share for a total of 
$15,000,000 during August 1998. Accordingly, cash and cash equivalents and 
short-term investments, exclusive of any restricted cash, increased  
$11,136,000 from September 30, 1997 to $12,365,000 at September 30, 1998.

Capital equipment expenditures totaled $95,000 in fiscal 1998, $145,000 in 
fiscal 1997 and $577,000 in fiscal 1996. The Company anticipates that capital 
equipment expenditures will amount to less than $100,000 in fiscal 1999.

BTi has financed its operations largely through private and public sales of 
equity and debt securities. In August 1996, the Company entered into a loan 
agreement with Dassesta International S.A. ("Dassesta") for $3,000,000  
bearing interest at 9% per annum, maturing in February 1997.  Under the terms 
of the agreement, the note plus accrued interest was convertible at the 
option of the company  into common shares upon execution of the agreement at 
$.40 per share or by Dassesta upon the earlier of maturity, default, or 
significant change in ownership of BTi at $.40 per share.  The Company 
converted the $3,000,000 loan principal and related accrued interest of 
$87,040 into 7,717,602 shares of the Company's common stock on December 31, 
1996.

In May 1997, the Company entered into a loan facility with Dassesta 
International, S.A. ("Dassesta"), the Company's then controlling shareholder. 
The loan facility provided for maximum borrowings of $1,700,000 and expired 
on December 31, 1998.  Interest accrued on outstanding principal at 10% and 
was payable on December 31, 1997 and 1998.  The loan was collateralized by 
certain of the Company's accounts receivable and required principal repayment 
upon collection of such receivables.  As of September 30, 1997, the Company 
had $975,000 outstanding under the loan which was repaid in 1998.

In December 1997, the Company sold 4,000,000 unregistered shares of common 
stock to Dassesta and 1,500,000 additional unregistered shares of common 
stock to Bank Leu under Regulation S at $.50 per share.  Consideration 
received by the Company in relation to the common stock sales consisted  of 
cash totaling $793,000 and cancellation of its then outstanding loan 
principal of $1,700,000, related accrued interest of $38,000 and accounts 
payable of $219,000, all owed to Dassesta. 

                                       22
<PAGE>

In the period January 1998 through July 1998 the Company borrowed a total of 
$2,000,000 from Dassesta International S.A., a major shareholder of the 
Company to meet working capital needs.  In August 1998 the Company concluded 
the sale of 30,000,000 shares of unregistered common stock to overseas 
investors pursuant to Regulation S. Dassesta, which first became an investor 
in the Company in March 1995, purchased 10,000,000 shares, "La Caixa", Caja 
de Ahorras y Pensiones de Barcelona, a leading Spanish financial institution, 
purchased 10,000,000 shares, and the balance of the additional 10,000,000 
shares were purchased by Experta Bil, Bank Leu and LGT Bank Luxembourg.  The 
sale of the entire 30,000,000 shares was consummated at $.50 per share, 
yielding $15,000,000. The Company immediately repaid Dassesta the $2,000,000 
of working capital loans plus $35,824 of accrued interest, and retained  
proceeds of $12,964,176, of which $10,100,000 was invested in short term 
U.S. Treasury Notes as of September 30, 1998.

Based on the Company's current operating plans, capital and working capital 
expenditures necessary to support the on-going development and 
commercialization of the Company's products through September 30, 1999 are 
expected to substantially exceed cash projected to be generated from 
operations. However, the Company believes that its current cash and 
short-term investments exclusive of restricted cash are sufficient to support 
its operating needs through June 2000 based upon the Company's current 
business plan. The realization of this business plan is dependent upon the 
Company' ability to successfully capture a number of Magnes 2500 WH system 
sales in the current highly competitive market for the limited number of 
systems being purchased worldwide. There can be no assurance that sufficient 
numbers of Magnes 2500WH systems sales will be made by the Company in order 
to realize the current business plan.  If these sales are not achieved as 
planned, the Company's available funds and projected cash flows from 
operations may not be sufficient to meet operating needs through June 2000. 
In either case, the Company will likely seek additional financing in fiscal 
2000, or prior thereto, to continue to fund operating needs. There can be no 
assurance that such financing will be available on terms acceptable to the 
Company, if at all. See "Risks and Uncertainties".

YEAR 2000 ASSESSMENT

Many currently installed computer systems and software products are coded to 
accept only 2 digit entries in the date code field. Beginning in the year 
2000, these date code fields will need to accept 4 digit entries to 
distinguish 21st century dates from the 20th century dates.  Systems that do 
not properly recognize such information could generate erroneous data or 
cause a system to fail. As a result, in less than two years, computer systems 
and/or software used by many companies may need to be upgraded to comply with 
Year 2000 requirements. 

The Company is utilizing both internal and external resources as applicable, 
to identify, correct or reprogram, and test its internal systems for Year 
2000 compliance.  The total cost of compliance and its effect on the 
Company's future results of operations is being determined as part of the 
detailed conversion process.  The Company has preliminarily determined that 
it may be necessary to acquire new Year 2000 compliant hardware and software 
systems for its accounting, purchasing , production control and inventory 
management systems. Current estimates indicate potential costs may amount to 
approximately $250,000 for expenditures, including hardware, software and 
systems conversions, plus additional, yet to be quantified internal and 
external labor costs for systems conversions  and implementation.

The  Company is currently seeking to ensure that the software and operating 
systems included in its Magnes 2500WH are Year 2000 compliant. Failure or 
perceived failure of such product to be Year 2000 compliant could 
significantly adversely affect sales of the Company. Year 2000 issues could 
cause potential customers to reevaluate their current system needs and as a 
result consider deferring purchase of the Company's Magnes systems. 
Additionally, the Company could have potential warranty or other claims with 
existing Magnes systems placed with customers if such systems are not year 
2000 compliant. Any of the foregoing could result in a material adverse 
effect on the Company's business, operating results, and financial condition.

                                       23
<PAGE>

The Company is also in the process of requesting information and assurances 
from its major vendors, service providers and customers about their state of 
Year 2000 compliance and readiness.  In the event that significant Year 2000 
issues are identified with such parties, the Company will identify 
contingency plans such as the use of alternate vendors or manual systems.

As of September 30, 1998, the Company has spent approximately $40,000 in 
addressing Year 2000 issues including consultant and in-house labor costs.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Company's consolidated financial statements as of September 30, 1998 and 
1997, and for each of the three years in the period ended September 30, 1998 
and the reports of independent accountants are included in this report as 
listed in the index on page 26 of this report ( Item 14 (a)).

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING      
          AND FINANCIAL DISCLOSURE.

Information required for this item is set forth in Form 8-K dated September 
26, 1997 and filed with the Securities and Exchange Commission on October 2, 
1997 and is incorporated by reference as part of this report.

                                       PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information required for this item with respect to directors and executive 
officers is set forth in the sections entitled "Election of Directors", 
"Security Ownership of Management-Business Experience of Executive Officers" 
and "Section 16(a) Beneficial Ownership Reporting Compliance" in the 
Company's Proxy Statement and Notice of Annual Meeting of Shareholders the 
"Proxy Statement" to be filed with the Commission within 120 days of the 
Company's fiscal year end and delivered to shareholders in connection with 
the 1999 Annual Meeting of Shareholders, which sections are incorporated 
herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION.

Information required for this item is set forth in the section entitled 
"Executive Compensation and Other Information" in the Proxy Statement, which 
section is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required for this item is set forth in the section entitled 
"Security Ownership of Management" and "Principal Shareholders" in the Proxy 
Statement, which sections are incorporated herein by reference.

                                       24

<PAGE>

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required for this item is set forth in the sections entitled 
"Executive Compensation and Other Information" and "Certain Relationships and 
Related Transactions" in the Proxy Statement, which sections are incorporated 
herein by reference.

                                       25



<PAGE>


                                  PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.


 (a) The following documents are filed as part of this report:

     (1) Financial Statements

         Reports of Independent Accountants . . . . . . . . . . . . . . . 32

         Consolidated Balance Sheets at September 30, 1998 and 1997 . . . 35

         Consolidated Statements of Operations for the three years
         ended September 30, 1998 . . . . . . . . . . . . . . . . . . . . 36
         
         Consolidated Statement of Shareholders' Equity (Deficit) for 
         the three years ended September 30, 1998 . . . . . . . . . . . . 37
         
         Consolidated Statements of Cash Flows for the three years 
         ended September 30, 1998 . . . . . . . . . . . . . . . . . . . . 38
         
         Notes to Consolidated Financial Statements . . . . . . . . . . . 39


     (2) Financial Statement Schedule
         
         Schedule II - Consolidated Valuation and Qualifying Accounts
         
         All other schedules are omitted because they are not applicable
         or the required information is shown in the consolidated
         financial statements or notes thereto.

     (3) Exhibits
         
         The Exhibits listed in the accompanying Exhibit Index are filed
         or incorporated by reference as part of this report.

 (b) Reports on Form 8-K during the fourth quarter:
     None
 
 (c) Exhibits

     The following documents are exhibits to this Form 10-K:


                                      26
<PAGE>

  Exhibit
    No.        Description of Document

    3.1 (1)    Articles of Incorporation of the Company, as amended.

    3.2 (1)    Bylaws of the Company, as amended.

   3.3 (10)    Certificate of Amendment of Fourth Restated Articles of
               Incorporation (numbered originally as 10.73)

  +10.6 (4)    The Company's 1987 Stock Option Plan, as amended.

  +10.7 (4)    Form of Incentive Stock Option and related exercise documents.

  +10.8 (1)    The Company's 1985 Incentive Stock Option Plan, as amended.

  +10.9 (1)    Form of Incentive Stock Option and related exercise documents.

 +10.10 (1)    The Company's 1985 Non-Qualified Stock Option Plan, as amended.

 +10.11 (1)    Form of Non-Qualified Stock Option and related exercise
               documents.

 +10.12 (1)    The Company's 1984 Incentive Stock Option Plan, as amended.

 +10.13 (1)    Form of Incentive Stock Option and related exercise documents.

  10.17 (1)    Option Agreement dated July 16, 1986 between the Company and
               Quantum Design, Inc.

 +10.36 (1)    Form of Indemnification Agreements for directors and officers.

  10.41 (2)    License and R & D Agreement dated January 22, 1990 between the
               Company and Sumitomo Metal Industries, Ltd.

  10.43 (2)    Registration Rights Agreement dated January 22, 1990 between the
               Company and Sumitomo Metal Industries, Ltd.

  10.45 (3)    Memorandum of Understanding dated January 18, 1991, as amended,
               between the Company and Sumitomo Metal Industries, Ltd. (with
               certain confidential portions omitted).

  10.46 (3)    New R & D Program for Small MSR (Supplementary Agreement to
               License and R & D Agreement) dated February 28, 1991 between the
               Company and Sumitomo Metal Industries, Ltd., and Memorandum (not
               dated) modifying the agreement.

  10.48 (3)    Exclusive Patent and Technology License Agreement dated July 15,
               1991 between the Company and Stanford University (with certain
               confidential portions omitted).

 +10.49 (7)    Biomagnetic Technologies, Inc. 1992 Employee Stock Purchase Plan.
               Exhibit 

 +10.55 (6)    Employment Agreement, dated July 12, 1993, between the Company
               and James V. Schumacher.

 +10.56 (6)    Form of Trust Agreement between the Company and James V.
               Schumacher.

                                      27
<PAGE>

Exhibit
  No.          Description of Document

 +10.57 (8)    Amendment to Option Agreements between the Company and Stephen O.
               James (numbered originally as Exhibit 10.3). 

  10.58 (6)    Real Estate Lease, dated April 3, 1989, between the Company and
               Cornerstone Income Properties, plus First and Second Amendments
               to the Real Estate Lease.

  10.64 (9)    Form of Purchase Option Agreement, as amended.

  10.67 (9)    Magnetically Shielded Room (MSR) Development and Production
               Program Agreement, dated June 6, 1994 (with certain confidential
               portions omitted).

  10.68 (6)    Letter Agreement between the Company and Dassesta International
               S.A. regarding the purchase of 25,000,000 Shares of Common Stock
               of the Company.

  10.69 (6)    Loan and Security Agreement with a bank dated December 13, 1994.

  10.70 (6)    Schedule to Loan and Security Agreement dated December 13, 1994.

 10.71 (11)    Offshore Subscription Agreement between the Company and Dassesta
               International S.A. (Numbered  originally as Exhibit 2.1).

 10.72 (11)    Form of Offer Letter to Holders of 10% Secured Promissory Notes
               (Numbered originally as Exhibit 2.2).

 10.75 (11)    Purchase and Distributorship Agreement dated January 23, 1997
               between the Company and Sumitomo Metal Industries, Ltd. (with
               certain confidential portions omitted).
               
10.76          Form of Offshore Stock Subscription Agreements for August 1998 
               Sale of Company Common Stock
               
10.77          Joint Venture Agreement with Magnesensors
         
      23.1     Consent of Arthur Andersen LLP
               
      23.2     Consent of PricewaterhouseCoopers LLP

         24         Power of Attorney

         27         Financial Data Schedule

(1)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in the Registration Statement filed pursuant to the
     Securities Act of 1933 on Form S-1, Registration Statement No. 33-29095,
     filed June 7, 1989, as amended by Amendment No. 1, filed June 13, 1989,
     Amendment No. 2, filed July 21, 1989 and Amendment No. 3, filed July 28,
     1989.

(2)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in the Fiscal 1990 Form 10-K.

                                      28
<PAGE>

(3)  These exhibits were previously filed as a part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in the Fiscal 1991 Form 10-K.

(4)  These exhibits were previously filed as part of, and are hereby
     incorporated by, reference to the same numbered exhibits (except as
     otherwise indicated) in the Fiscal 1992 Form 10-K.

(5)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in the Fiscal 1994 Form 10-K.

(6)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in the Registration Statement filed pursuant to the
     Securities Act of 1933 on Form S-1, Registration Statement No. 33-46758,
     filed March 26, 1992, as amended by Amendment No. 1, filed May 8, 1992.

(7)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to the same numbered exhibits (except as
     otherwise indicated) in the Registration Statement filed pursuant to the
     Securities Act of 1933 on Form S-8, Registration Statement No. 33-68136
     filed August 27, 1993.

(8)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to the same numbered exhibits (except as
     otherwise indicated) in the Registration Statement filed pursuant to the
     Securities Act of 1933 on Form S-1, Registration Statement No. 33-81294,
     filed July 8, 1994.

(9)  These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in Fiscal 1995 Form 10-K

(10) These exhibits were previously filed as part of, and are hereby
     incorporated by reference to, the same numbered exhibits (except as
     otherwise indicated) in form 8-K, filed April 14, 1995.

(11) These exhibits were previously filed as part of, and are hereby
     incorporated by reference , to the 
     same numbered exhibits (except as otherwise indicated) in Fiscal 1997 Form
     10-K 

+    Management contract or compensatory plan or arrangement.

SUPPLEMENTAL INFORMATION

Proxy materials have not been sent to shareholders as of the date of this
report.  The Proxy materials will be furnished to the Company's shareholders
subsequent to the filing of this report and the Company will furnish such
material to the Securities and Exchange Commission at that time.


                                      29
<PAGE>

                              SIGNATURES


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

BIOMAGNETIC TECHNOLOGIES, INC.



By   /s/D. Scott Buchanan                      December 24, 1998
     -------------------------                --------------------
     D. Scott Buchanan                              Date 
     President, Chief Executive Officer





                                      30
<PAGE>


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


By   /s/D. Scott Buchanan                              December 24 , 1998
     -----------------------------------               -------------------
     D. Scott Buchanan                                 Date
     President, Chief Executive Officer 
     Director


By   /s/ Herman Bergman                                December 24 , 1998
     -----------------------------------               -------------------
     Herman Bergman                                    Date
     Vice President Finance, Chief Financial Officer,
     Chief Accounting Officer, Corporate Secretary
     Director

By                 *                                   December 24, 1998
     -----------------------------------               -------------------
     Rodolfo Llinas, Director                          Date


By                 *                                   December 24, 1998
     -----------------------------------               -------------------
     Martin P. Egli, Director                          Date


By                 *                                   December 24, 1998
     -----------------------------------               -------------------
     Enrique Maso, Chairman of the Board               Date


By                 *                                   December 24, 1998
     -----------------------------------               -------------------
     Galleon Graetz,  Director                         Date

                    

*By     /s/ D. Scott Buchanan
     -----------------------------------
             D. Scott Buchanan
             (Attorney-in-Fact)

                                      31
<PAGE>


                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of Biomagnetic Technologies, Inc.:

We  have  audited  the  accompanying consolidated balance sheets of  
Biomagnetic Technologies,  Inc. (a California Corporation) and subsidiary as 
of September 30, 1998 and 1997, and the related consolidated statements of 
operations, shareholders' equity (deficit)  and cash flows for  the years 
then ended.  These financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits. 

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

As discussed in Note 1  to the financial statements, the Company has 
historically reported net losses and negative cash flows from operations. 
Currently, the Company anticipates that it will seek additional financing to 
allow it to execute its business plan  through the year 2000. For a 
discussion of management's plans in this regard, see Note 1.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Biomagnetic Technologies, 
Inc. and subsidiary as of September 30, 1998 and 1997, and the results of 
their operations and their cash flows for the years then ended in conformity 
with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  Schedule II-Valuation and Qualifying 
Accounts is presented for purposes of complying with the Securities and 
Exchange Commission's rules and is not part of the basic financial 
statements.  The schedule has been subjected to the auditing procedures 
applied in the audits of the basic financial statements and, in our opinion, 
fairly states in all material respects, as of and for the years ended 
September 30, 1998 and 1997 the financial data required to be set forth 
therein in relation to the basic financial statements taken as a  whole.

/s/ARTHUR ANDERSEN LLP

San Diego, California 
November  13, 1998


                                      32
<PAGE>


                         REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Biomagnetic Technologies, Inc.:

In our opinion, the consolidated  statements of operations, of changes in 
shareholders' equity (deficit) and of cash flows for the year ended September 
30, 1996 (appearing on pages 36 through 38 of the Biomagnetic Technologies, 
Inc. Form 10-K) present fairly, in all material respects,  the results of 
operations and cash flows of Biomagnetic Technologies, Inc. and its 
subsidiary for the year ended September 30, 1996, in conformity with 
generally accepted accounting principles.  These financial statements are the 
responsibility of the Company's management; our responsibility is to express 
an opinion on these financial statements based on our audit.  We conducted 
our audit of these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation. We 
believe that our audit provides a reasonable basis for the opinion expressed 
above. We have not audited the consolidated financial statements of 
Biomagnetic Technologies, Inc. for any period subsequent to September 30, 
1996.

The accompanying consolidated financial statements referred to above have been
prepared assuming that the Company will continue as a going concern.  As
discussed in Note 1 to the consolidated financial statements, the Company has
suffered recurring losses from operations and has an accumulated deficit that
raise substantial doubt about its ability to continue as a going concern. 
Management's plans in regard to these matters are also discussed in Note 1.  The
consolidated financial statements referred to above do not include any
adjustments that might result from the outcome of this uncertainty.



/s/ PRICEWATERHOUSECOOPERS LLP

San Diego, California
January 10, 1997, except as to the 
last paragraph of Note 8, which is
as of December 19, 1997


                                      33
<PAGE>



                         REPORT OF INDEPENDENT ACCOUNTANTS
                          ON FINANCIAL STATEMENT SCHEDULE
                                          

To the Board of Directors of Biomagnetic Technologies, Inc.:

Our audit of the consolidated financial statements of Biomagnetic 
Technologies, Inc. and its subsidiary referred to in our report dated January 
10, 1997, except as to the last paragraph of Note 8, which is as of December 
19, 1997  appearing on page 33 of this Form 10-K also included an audit of 
the Financial Statement Schedule II of Biomagnetic Technologies, Inc. and its 
subsidiary  for the year ended September 30, 1996 appearing on page 53.  In 
our opinion, this Financial Statement Schedule of Biomagnetic Technologies, 
Inc. and its subsidiary presents fairly, in all material respects, the 
information set forth therein when read in conjunction with the related 
consolidated financial statements.

/s/PRICEWATERHOUSECOOPERS LLP

San Diego, California
January 10, 1997, except as to
the last  paragraph of Note 8, which is
as of December 19, 1997


                                      34
<PAGE>



                            BIOMAGNETIC TECHNOLOGIES, INC.
                             CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                       September 30,
                                                                     1998           1997
                                                                 ----------    ----------
<S>                                                             <C>            <C>
ASSETS
Cash and cash equivalents                                        $2,282,002     $1,228,734
Short-term investments                                           10,082,500            -  
Restricted cash                                                     137,747        500,181
Accounts receivable, less allowance for doubtful
     accounts of  $10,420 in 1998 and 1997                          932,161        398,454
Inventories                                                       2,990,759      2,387,975
Prepaid expenses and other current assets                           271,095        269,457
                                                                -----------     ----------
Total current assets                                             16,696,264      4,784,801
                                                                -----------     ----------
Net property and equipment                                          303,874        526,444
Investment in Magnesensors                                              -          160,000
Restricted cash                                                     186,601        192,020
Other assets                                                        155,839        339,063
                                                                -----------     ----------
TOTAL ASSETS                                                    $17,342,578     $6,002,328
                                                                -----------     ----------
                                                                -----------     ----------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable                                                   $782,664     $1,340,992
Accrued liabilities                                                 747,978        934,012
Accrued salaries and employee benefits                              460,482        511,843
Customer deposits                                                 2,909,100      2,172,160
Deferred revenue                                                    656,800      1,134,938
Note payable to shareholder                                             -          975,000
                                                                -----------     ----------
Total current liabilities                                         5,557,024      7,068,945
Other long-term liabilities                                         216,183        219,489
                                                                -----------     ----------
Total liabilities                                                 5,773,207      7,288,434
                                                                -----------     ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Common stock -- no par value, 100,000,000 shares authorized;
Shares issued and outstanding 83,367,112 in 1998 and 
 47,720,887 in 1997                                              99,391,882     81,568,769
Additional paid-in capital                                        3,000,000      3,000,000
Accumulated deficit                                             (90,822,511)   (85,854,875)
                                                                -----------     ----------
Total shareholders' equity (deficit)                             11,569,371     (1,286,106)
                                                                -----------     ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            $17,342,578     $6,002,328
                                                                -----------     ----------
                                                                -----------     ----------
</TABLE>

                   See Notes to Consolidated Financial Statements.


                                      35
<PAGE>



                                    BIOMAGNETIC TECHNOLOGIES, INC.
                                 CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                          Years Ended September 30,
                                                                     1998           1997           1996
                                                                -----------    -----------   ------------
<S>                                                             <C>            <C>           <C>
REVENUES
    Products                                                     $2,102,967    $10,130,727       $167,684
    Product services                                                497,988        395,327        564,921
    Contract research                                               238,053         65,838            -  
                                                                -----------    -----------   ------------
                                                                  2,839,008     10,591,892        732,605

COST OF REVENUES
      Products                                                    1,935,049      6,333,270      2,565,454
      Product  services                                             809,599        466,763        111,173
      Contract research                                             233,860         64,771            -  
                                                                -----------    -----------   ------------
                                                                  2,978,508      6,864,804      2,676,627
                                                                -----------    -----------   ------------
GROSS MARGIN                                                       (139,500)     3,727,088     (1,944,022)

OPERATING EXPENSES
      Research and development                                    1,755,756      2,953,009      7,767,199
      Marketing and sales                                         1,281,428      1,902,157      2,798,248
      General and administrative                                  1,721,032      2,189,878      2,957,571
                                                                -----------    -----------   ------------
                                                                  4,758,216      7,045,044     13,523,018
                                                                -----------    -----------   ------------
OPERATING LOSS                                                   (4,897,716)    (3,317,956)   (15,467,040)

       Interest expense                                             (72,129)    (2,339,439)      (788,291)
       Interest income                                               99,894        223,565        524,895
       Other income, net                                             63,115        193,064        164,623
       Loss on equity investment                                   (160,000)           -              -  
                                                                -----------    -----------   ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                           (4,966,836)    (5,240,766)   (15,565,813)
     Provision for Income Taxes                                         800            800            -  
                                                                -----------    -----------   ------------
NET LOSS                                                        $(4,967,636)   $(5,241,566)  $(15,565,813)
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------

BASIC AND DILUTED NET LOSS PER SHARE                                  $(.09)         $(.11)         $(.39)
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------
Weighted Average Number of
     Common Shares Outstanding                                   56,429,913     45,789,916     39,950,047
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------
</TABLE>

                               See Notes to Consolidated Financial Statements.

                                                  36
<PAGE>
<TABLE>
<CAPTION>

                    BIOMAGNETIC TECHNOLOGIES, INC.
         CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)


                                                        Common Stock          Additional      Accumulated
                                                    Shares         Amount   Paid-In Capital     Deficit         Total
                                                  ----------    ----------- ---------------  -------------   -----------
<S>                                               <C>           <C>         <C>              <C>             <C>
BALANCE, SEPTEMBER 30, 1995                       39,921,174    $78,415,590 $          -     $(65,047,496)   $13,368,094
Exercise of stock options                             26,765         17,965            -              -           17,965
Stock issued to Employee Stock Purchase
   Plan participants                                  26,283         33,642            -              -           33,642
Interest cost for conversion feature of note
  payable to shareholder                                 -              -        3,000,000            -        3,000,000
Net loss                                                 -              -              -      (15,565,813)   (15,565,813)
                                                  ----------    ----------- ---------------  -------------   -----------
BALANCE, SEPTEMBER 30, 1996                       39,974,222     78,467,197      3,000,000    (80,613,309)       853,888

Exercise of stock options                             29,063         14,532            -              -           14,532
Conversion of note payable to shareholder
  and related accrued interest to common stock     7,717,602      3,087,040            -              -        3,087,040
Net loss                                                 -              -              -       (5,241,566)    (5,241,566)
                                                  ----------    ----------- ---------------  -------------   -----------
BALANCE, SEPTEMBER 30, 1997                       47,720,887     81,568,769      3,000,000    (85,854,875)    (1,286,106)
Exercise of stock options                            146,225         73,113            -              -           73,113
Conversion of note payable to shareholder,
  related accrued interest and accounts payable
  to common stock                                  3,914,000      1,957,000            -              -        1,957,000
Sale of common stock                              31,586,000     15,793,000            -              -       15,793,000
Net loss                                                 -              -              -       (4,967,636)    (4,967,636)
                                                  ----------    ----------- ---------------  -------------   -----------
BALANCE, SEPTEMBER 30, 1998                       83,367,112    $99,391,882     $3,000,000   $(90,822,511)   $11,569,371
                                                  ----------    ----------- ---------------  -------------   -----------
                                                  ----------    ----------- ---------------  -------------   -----------
</TABLE>
                   See Notes to Consolidated Financial Statements

                                       37
<PAGE>

                         BIOMAGNETIC TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        Years ended September 30,
                                                                    1998           1997           1996
                                                                ------------   ------------  -------------
<S>                                                             <C>            <C>           <C>
OPERATING ACTIVITIES
Net loss                                                        $(4,967,636)   $(5,241,566)  $(15,565,813)
Adjustments to reconcile net loss to net
   cash used in operating activities:
         Interest cost for conversion feature
           of note payable to shareholder                               -        2,250,000        750,000
         Loss on disposition of assets                               10,752          9,401        345,677
         Loss on equity investment                                  160,000            -              -  
         Depreciation and amortization                              307,163        437,552      1,248,141
         Changes in operating assets and liabilities:
               Restricted cash                                      367,853      5,892,354     (5,484,555)
               Accounts receivable                                 (533,707)      (381,723)       757,888
               Inventories                                         (602,784)     3,239,540     (3,150,721)
               Prepaid expenses and other current assets             (1,638)        68,335        118,314
               Other assets                                         183,224        (60,249)       283,742
               Accounts payable                                    (339,328)    (1,291,925)     2,435,363
               Accrued liabilities                                 (148,034)      (875,193)      (311,674)
               Accrued salaries and employee benefits               (51,361)      (348,312)       249,582
               Customer deposits                                    736,940     (7,036,166)     5,352,139
               Deferred revenue                                    (471,955)     1,344,938            -  
               Other liabilities                                     (9,489)       (38,581)       164,147
                                                                ------------   ------------  -------------
Net cash used in operating activities                            (5,360,000)    (2,031,595)   (12,807,770)
                                                                ------------   ------------  -------------

INVESTING ACTIVITIES
Investment in Magnesensors                                              -          (80,000)           -  
Change in short-term investments, net                           (10,082,500)       744,138      9,771,564
Payments for property and equipment                                 (95,345)      (145,433)      (577,237)
                                                                ------------   ------------  -------------
Net cash (used in) provided by investing activities             (10,177,845)       518,705      9,194,327
                                                                ------------   ------------  -------------

FINANCING ACTIVITIES
Proceeds from issuance  of common stock                          15,866,113         14,532         51,607
Payment of notes payable to shareholder                          (2,000,000)           -              -  
Proceeds from notes payable to shareholder                        2,725,000        975,000      3,000,000
                                                                ------------   ------------  -------------
Net cash provided by financing activities                        16,591,113        989,532      3,051,607
                                                                ------------   ------------  -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              1,053,268       (523,358)      (561,836)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                    1,228,734      1,752,092      2,313,928
                                                                ------------   ------------  -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                         $2,282,002     $1,228,734     $1,752,092
                                                                ------------   ------------  -------------
                                                                ------------   ------------  -------------
</TABLE>
                   See Notes to Consolidated Financial Statements.

                                       38
<PAGE>

NOTE 1.     BUSINESS, RISKS AND UNCERTAINTIES

Biomagnetic Technologies, Inc. (the "Company"), founded in 1970 as a 
California corporation, is engaged primarily in the business of developing, 
manufacturing and selling innovative medical imaging systems to medical 
institutions located in the United States, Europe and Japan.  The magnetic 
source imaging ("MSI") systems developed by the Company measure magnetic 
fields created by the human body for the noninvasive diagnosis of a broad 
range of disorders.

To date, the Company has been engaged principally in research and development 
activities, and has made only low volume sales to medical research 
institutions. The Company is dependent on its current Magnes 2500WH system as 
its principal product for which there are currently limited clinical 
applications.  Additional clinical applications development needs to be 
conducted with the MSI system at major medical centers before the Company can 
begin to penetrate the commercial clinical market.  There can be no assurance 
that a commercial market will develop for diagnostic or monitoring uses of 
the MSI system.  A continued lack of clinical applications and commercial 
market for the Company's Magnes 2500WH system would have a material adverse 
impact on the Company's financial position, results of operations and cash 
flows.

The Company's commercial success is also highly dependent on the availability 
of reimbursement for procedures using the MSI system.  To date,  
reimbursements from third party payors are on a case-by-case basis.  As of 
September  30, 1998, there have been limited reimbursement from third party 
payors in the US. Although the number of third party payors making 
reimbursements has increased, there is no assurance that third party 
reimbursements will become widely available.  Reimbursements are not 
currently provided for MSI procedures by the United States government, nor is 
there any assurance that the US government will authorize or budget for such 
procedures in the future.  If widespread availability of reimbursement from 
the government and private insurers is not achieved, the Company's financial 
position, results of operations and cash flows would be materially adversely 
affected.  The Company also cannot predict what legislation relating to its 
business or the health care industry may be enacted in the future, including 
legislation relating to third party reimbursement, or what effect such 
legislation may have on its financial position, results of operations and 
cash flows.

The industry in which the Company operates is characterized by rapid 
technological change.  New products using other technologies or improvements 
to existing products may reduce the size of the potential markets for the 
Company's products, and may render them obsolete or non-competitive. 
Competitors may develop new or different products using technology or imaging 
modalities that may provide or be perceived as providing greater value than 
the Company's products.  Any such development could have a material adverse 
effect on  the Company's financial condition, results of operations and cash 
flows.

Additionally, there has been recently, and continues to be, ongoing 
significant price competition from the Company's competitors for the 
currently limited number of whole head systems being purchased worldwide.  
This aggressive competition is likely to affect potential future 
profitability of the Company's Magnes 2500WH system, the extent of which is 
not presently determinable.  

                                      39
<PAGE>

The Company incurred net losses of $4,968,000, $5,242,000, and $15,566,000 in 
fiscal 1998, 1997 and 1996, respectively. The Company had negative cash flow 
from operations of $5,360,000, $2,032,000, and $12,808,000 in fiscal 1998, 
1997 and 1996, respectively. At September 30, 1998,  the Company has an 
accumulated deficit of $90,823,000,  net capital  of $11,569,000 and working 
capital of $11,139,000. Management anticipates that  capital and working 
capital requirements in fiscal 1999 will  substantially exceed cash projected 
to be generated by operations.

In August 1998, the Company received total proceeds of $15,000,000 from the 
sale of 30,000,000 unregistered shares of common stock at $.50 per share to 
offshore investors pursuant to Regulation S.  Dassesta International S.A., a 
major shareholder of BTi since March 1995 purchased 10,000,000 shares. "La 
Caixa", Caja de Ahorros y Pensiones de Barcelona, one of the leading 
financial institutions of the Kingdom of Spain purchased 10,000,000 shares.  
A total of 2,000,000 shares were sold to Swisspartners Investment Network 
Ltd, and the remaining 8,000,000 shares were purchased by two European banks 
under the same terms and conditions.

As of July 1998, the Company had borrowed $2,000,000 from Dassesta 
International, S.A.  The loan was a 180 day unsecured loan bearing interest 
at 8%. In August 1998, the Company paid off the total principal of $2,000,000 
owed to Dassesta plus $36,000 of related accrued interest using proceeds from 
the August 1998 financing of $15,000,000.

In February 1998, the Company discounted two customer notes for a net amount 
of $355,000 received from Dassesta International S.A.  The face amount of 
these notes was 2,200,000 French Francs, equal to approximately $366,000 at 
the then current exchange rate.

In December 1997,  the Company sold 4,000,000 unregistered shares of common 
stock to Dassesta and an additional 1,500,000 unregistered shares of common 
stock to Bank Leu under Regulation S at $.50 per share. Consideration 
received by the Company in relation to the common stock sales consisted  of 
cash totaling $793,000 and cancellation of its then outstanding loan 
principal of $1,700,000, related accrued interest of $38,000 and accounts 
payable of $219,000, all  owed to Dassesta. 

The Company currently anticipates that its existing capital resources, 
including the net proceeds from the August  1998 sales of 30,000,000 shares 
of common stock to offshore investors will be sufficient to provide operating 
capital required to meet its obligations in the normal course of business 
through June 2000, based upon the Company's current business plan. There can 
be no assurance, however, that sales of the Company's systems projected in 
the current business plan will be achieved in the current limited and 
competitive market for its systems.  If these sales are not achieved as 
planned,  the Company's available funds may not be sufficient to meet 
operating capital needs through June 2000. Additionally, the Company will 
likely seek additional financing in fiscal 2000 or prior thereto, to continue 
to fund operating capital requirements at that time. There can be no 
assurance that such financing will be available on terms acceptable to the 
company, if at all. 

                                       40
<PAGE>

NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and 
Biomagnetic Technologies GmbH, a wholly owned foreign subsidiary located in 
Germany.  All material intercompany balances and transactions have been 
eliminated in consolidation.

CASH AND CASH EQUIVALENTS 

Cash and cash equivalents consist of short-term highly liquid investments 
purchased with original maturities of three  months or less.  Cash 
equivalents are stated at cost, which approximates market value.

SHORT-TERM INVESTMENTS

Management determines the appropriate classification of its short-term 
investments at the time of purchase and reevaluates such designation as of 
each balance sheet date.  The Company has classified its short-term 
investments as "available-for-sale". At September 30 1998, short-term 
investments are stated at cost which approximates market, and consist of U.S. 
Treasury Notes, maturing in December 1998 and March 1999. The Company had no 
realized gains or losses on short-term investments in fiscal 1998, 1997 and 
1996.

RESTRICTED CASH

Restricted cash consists of cash balances required to be held under 
contractual obligation to provide future services pertaining to sales of MSI 
systems and amounts held in trust for executive termination costs.

FAIR VALUE OF FINANCIAL INSTRUMENTS

It is management's belief that the carrying amounts shown for the Company's 
financial instruments are reasonable estimates of their related fair values.

INVENTORIES

Inventories are carried at the lower of cost or market.  Cost is determined 
on the first-in, first-out basis.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation. 
Depreciation is generally computed using the straight-line  method over 
estimated useful lives of three to ten years.  Leasehold 

                                       41
<PAGE>

improvements are amortized over the lesser of their estimated useful life or 
the related lease term. Maintenance and repairs are charged to expense as 
incurred and the costs of additions and betterments that increase the useful 
lives of related assets are capitalized.

LONG-LIVED ASSETS

The Company assesses potential impairments to its long-lived assets on an 
exception basis when there is evidence that events or changes in 
circumstances have made recovery of the asset's carrying value unlikely.  An 
impairment loss would be recognized when the sum of the expected future net 
cash flows is less than the carrying amount of the asset.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of 
Financial Accounting Standards (SFAS)  No. 109, "Accounting For Income 
Taxes." Deferred income tax assets or liabilities are recognized based on the 
temporary differences between financial statement and income tax bases of 
assets and liabilities using enacted tax rates in effect for the years in 
which the differences are expected to reverse.  Deferred income tax expenses 
or credits are based on the changes in the deferred income tax assets or 
liabilities from period to period.

REVENUE RECOGNITION

Standard terms of product sales provide for payment of 40% of the purchase 
price upon placement of the order, 40% upon shipment and the remaining 20% 
upon final customer acceptance.  Revenue from product sales is recognized at 
the time of customer acceptance.  Standard terms of sale also include a one 
year service period following the sale.  The Company defers and recognizes 
service revenues over the related service period.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

STOCK-BASED COMPENSATION ACCOUNTING

The Company accounts for stock-based compensation in accordance with SFAS 
No. 123 "Accounting for Stock-Based Compensation." The Company has elected to 
measure compensation expense for its stock-based employee compensation plans 
using the intrinsic value method prescribed by APB Opinion No. 25, 
"Accounting for Stock Issued to Employees" and has provided pro forma 
disclosures as if the fair value based method prescribed by SFAS No. 123 had 
been utilized. 

                                       42
<PAGE>

NET LOSS PER SHARE

Basic and diluted net loss per share is computed in accordance with SFAS 
No. 128 "Earnings Per Share," based upon the weighted average number of 
common shares outstanding. Common stock equivalents are anti-dilutive and are 
excluded from the computation of basic and diluted net loss per share.

FOREIGN CURRENCY REMEASUREMENT

The functional currency of the Company's foreign subsidiary is the U.S. 
dollar. The monetary assets and liabilities of the foreign subsidiary are 
translated into U.S. dollars at the exchange rate in effect at the balance 
sheet date while nonmonetary items are translated at historical rates.  
Revenue and expenses are translated at average exchange rates for the period, 
except cost of sales and depreciation, which are translated at historical 
rates.  Remeasurement gains or losses of the foreign subsidiary are 
recognized currently in consolidated operations.  For the years ended 
September 30, 1998, 1997 and 1996 such gains (losses) totaled approximately 
$79,000, $(17,000)  and $136,000,  respectively.

OFF-BALANCE SHEET RISK

The Company has periodically entered into forward exchange contracts to hedge 
foreign currency exposure associated with certain identifiable foreign 
currency commitments entered into in the ordinary course of business.  Gains 
and losses incurred on forward contracts associated with sales orders are 
deferred and included in the basis of the underlying sales transaction. Gains 
and losses are recognized when the offsetting gains and losses are recognized 
in the related hedged items.  At September 30, 1998 and  1997, the Company 
did not have any open forward exchange contracts. 

RECENT AUTHORITATIVE PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No. 
130 "Reporting Comprehensive Income" and SFAS No. 131 "Disclosures about 
Segments of an Enterprise and Related Information." SFAS No. 130 establishes 
standards for reporting of comprehensive income and its components in a full 
set of general purpose financial statements. SFAS No. 131 requires reporting 
certain information about operating segments in condensed financial 
statements of interim periods issued to shareholders. The Company adopted 
SFAS No. 130 in fiscal 1998 which had no impact on the Company's financial 
position or results of operations as presented as the Company has no 
components of comprehensive income. SFAS No. 131 is required to be adopted 
during fiscal 1999.  The adoption of this standard will not have a material 
effect  on the Company's financial position or results of operations as it 
pertains  to disclosure only.

In March 1998, the Accounting Standards Executive Committee (AcSEC) issued 
AICPA Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer 
Software Developed or Obtained for Internal Use."  This statement provides 
guidance on accounting for the costs of computer software developed or 
obtained for internal use and identifies characteristics to be used in 
determining when computer software is for internal use.  SOP 98-1 is 
effective for fiscal years beginning after December 15, 

                                       43
<PAGE>

1998, with earlier application permitted.  The Company anticipates that SOP  
98-1 will not have a material impact on the Company's financial position or 
results of operations.

In April 1998, the AcSEC issued AICPA SOP 98-5, "Reporting on the Costs of 
Start-Up Activities."  This statement provides guidance on the financial 
reporting of start-up costs and organization costs and requires that such 
costs of start-up activities be expensed as incurred.  SOP 98-5 is effective 
for fiscal years beginning after December 15, 1998, with earlier application 
permitted.  The Company anticipates that the adoption of SOP 98-5 will not 
have a material impact on the Company's financial position or results of 
operations.

In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative 
Instruments and Hedging Activities."  This Statement establishes accounting 
and reporting standards for derivative instruments, including certain 
derivative instruments embedded in other contracts, (collectively referred to 
as derivatives) and for hedging activities.  It requires that an entity 
recognize all derivatives as either assets or liabilities and measure those 
instruments at fair value.  SFAS No. 133 is effective for fiscal quarters 
beginning after June 15, 1999.  As of September 30, 1998 and 1997, the 
Company had not entered into any derivative instrument arrangements.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that effect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain prior year balances have been reclassified to conform to the current 
year presentation. 

NOTE 3.  SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in one industry segment which includes developing, 
manufacturing and selling magnetic source imaging products.  The overall 
market for the Company's operations can be further divided into three 
overlapping segments: the basic research market, the clinical applications 
development market, and the commercial clinical market.  Substantially all of 
the Company' revenues have been derived from,  and substantially all of the 
Company's assets have been devoted to,  the basic research  market.   The 
following represents information about operations in different geographic 
areas pertaining to the basic research market:

                                       44

<PAGE>

<TABLE>
<CAPTION>


                                                                          Years Ended September 30,
                                                                     1998          1997           1996
                                                                     ----          ----           ----
<S>                                                             <C>            <C>           <C>
Revenues
  United States                                                    $814,052     $2,401,984       $198,351
  Germany                                                           542,956      6,995,299        449,895
  France                                                          1,482,000            -              -  
  Japan                                                                 -        1,194,609         84,359
                                                                -----------    -----------   ------------
                                                                 $2,839,008    $10,591,892      $732 ,605
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------

Net loss
  United States                                                 $(4,311,817)   $(5,588,919)  $(13,893,993)
  Germany                                                          (655,819)       347,353     (1,671,820)
                                                                -----------    -----------   ------------
                                                                $(4,967,636)   $(5,241,566)  $(15,565,813)
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------

Identifiable assets
  United States                                                 $16,154,310     $3,162,666    $11,628,478
  Germany                                                         1,188,268      2,839,662      4,621,123               
                                                                -----------    -----------   ------------
                                                                $17,342,578     $6,002,328    $16,249,601
                                                                -----------    -----------   ------------
                                                                -----------    -----------   ------------
</TABLE>

NOTE 4.      CUSTOMER CONCENTRATIONS

On average, the Company's MSI systems sell for approximately $1.0 - $2.5 
million, resulting in significant concentrations of revenues and accounts 
receivable.  As of September 30, 1998 and 1997,  77% and 84%,  respectively, 
of accounts receivable pertained to 2 customers.  As of September 30, 1998, 
the Company has foreign currency denominated accounts receivable of 2,500,000 
French Francs, equal to $446,000 at September 30, 1998. For the years ended 
September 30, 1998, 1997 and 1996 total product revenues were derived from 2, 
9 and 4 customers, respectively.

NOTE 5.       FINANCIAL STATEMENT INFORMATION


Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                       1998           1997
                                                                       ----           ----
  <S>                                                            <C>            <C>
  Finished goods                                                 $  500,030       $578,702
  Work-in-process                                                 2,328,003      1,527,828
  Raw materials                                                     162,726        281,445
                                                                 ----------     ----------
                                                                 $2,990,759     $2,387,975
                                                                 ----------     ----------
                                                                 ----------     ----------
</TABLE>

Net property and equipment consists of the following:

<TABLE>
<CAPTION>

                                                                       1998           1997
                                                                       ----           ----
<S>                                                                <C>              <C>
  Machinery and equipment                                          $7,279,453       $7,192,248
  Office furniture and equipment                                      253,513          258,376
  Leasehold improvements                                              359,731          357,480
                                                                   ----------       ----------
                                                                    7,892,697        7,808,104
Less Accumulated Depreciation                                      (7,588,823)      (7,281,660)
                                                                   ----------       ----------
                                                                   $  303,874       $  526,444               
                                                                   ----------       ----------
                                                                   ----------       ----------
</TABLE>

                                       45



<PAGE>


Accrued liabilities consist of the following:


<TABLE>
<CAPTION>

                                                                       1998           1997
                                                                       ----           ----
  <S>                                                               <C>           <C>
  Warranty allowance                                                $350,000      $ 350,000               
  Customer obligations                                               300,000        450,000
  Other                                                               97,978        134,012
                                                                    --------      ---------
                                                                    $747,978      $ 934,012
                                                                    --------      ---------
                                                                    --------      ---------
</TABLE>


Supplemental Disclosure of Cash Flow Information:


In December 1997, the Company exchanged common stock with a value of 
$1,957,000 for cancellation of a note payable to shareholder of $1,700,000, 
related accrued interest of $38,000 and accounts payable of $219,000, all 
owed to Dassesta.

In June 1997, the Company contributed fixed assets with a net book value of 
$80,000 as part of its investment in Magnesensors.

On December 31, 1996, the Company converted principal outstanding under a 
note payable to shareholder of $3,000,000 and related accrued interest of 
$87,040 into 7,717,602 shares of common stock.

During the years ended September 30, 1998, 1997 and 1996, the Company paid 
approximately the following for :


<TABLE>
<CAPTION>

                                        1998          1997          1996
                                        ----          ----          ----
  <S>                                 <C>            <C>          <C>
  Interest                            $72,000        $89,000      $ 38,000
  Income Taxes                        $   800        $   800      $    800
</TABLE>


NOTE 6.            INVESTMENT IN MAGNESENSORS

In June 1997, BTi entered into a collaboration with Quantum Magnetics, Inc., 
a private company, to form a new company called Magnesensors, Inc.  BTi and 
Quantum Magnetics each own 38% of the outstanding stock of the new company 
and 24% of the outstanding stock is owned by the management of Magnesensors.  
BTi licensed certain technology, assigned certain patents and contributed 
cash and certain fixed assets in connection with the formation of 
Magnesensors. Magnesensors will continue the development of applications and 
products using high temperature superconductors.  BTi will receive 
royalty-free licenses to any technology developed by Magnesensors.

BTi accounts for its investment in Magnesensors under the equity method.  
During fiscal 1998 and 1997, BTi paid Magnesensors $160,000 and $36,000, 
respectively, for certain services rendered. As of September 30, 1998, the 
Company's equity investment in Magnesensors has been reduced to zero by 
recording the Company's portion of Magnesensors' losses for fiscal 1998 of 
approximately $78,000 and writing off the remaining balance of approximately 
$82,000 based upon current estimates of future cash flows and profitability 
of Magnesensors.

                                       46



<PAGE>


BTi and Quantum Magnetics have agreed to guarantee a working capital line of 
credit up to $200,000 through June 2000 upon the attainment of such line of 
credit by Magnesensors.

NOTE 7.            INCOME TAXES

The Company's provision for income taxes in fiscal 1998, 1997 and 1996 
consists of minimum state taxes. 

The components of deferred tax assets at September 30, 1998 and 1997 are as 
follows:

<TABLE>
<CAPTION>
                                                   1998           1997
                                                   ----           ----
  <S>                                            <C>          <C>
  Net operating loss carryforwards              $7,090,000     $  5,330,000
  Tax credits                                      830,000          780,000
  Capitalized research and development costs       941,000        1,771,000
  Allowances                                     1,310,000        1,063,000
  Other                                            339,000          397,000
                                                ----------     ------------
                                                10,510,000        9,341,000 
  Valuation allowance                          (10,510,000)      (9,341,000)
                                                ----------     ------------
  Deferred tax assets                           $        -     $          -                               
                                                ----------     ------------
                                                ----------     ------------
</TABLE>

A full valuation allowance for deferred tax assets has been provided because 
realization of such future tax benefits cannot be assured.  The Company has 
approximately $19,200,000 and $6,200,000 of Federal and State net operating 
loss carryforwards which will expire at various dates through 2013. As a 
result of ownership changes  (as defined by Section 382 of the Internal 
Revenue Code of 1986, as amended) which occurred in fiscal 1995 and fiscal 
1997, the Company's tax loss carryforwards generated prior to fiscal 1998 
have been limited to a total of approximately $18,650,000 of which 
approximately $930,000 can be utilized per year as of September 30, 1998.

The provision for income taxes reconciles to the amount computed by applying 
the federal statutory rate to income before taxes as follows:


<TABLE>
<CAPTION>

                                                        1998           1997           1996
                                                        ----           ----           ----
  <S>                                              <C>             <C>            <C>
  Computed expected federal tax benefit            $(1,688,996)    $(1,834,268)   $(5,448,035)
  State taxes, net of federal benefit                 (287,558)       (319,687)    (1,266,451)
  Change in valuation reserve                        1,169,000      (3,730,000)     6,318,000
  Limitation of net operating loss 
     carryforwards and tax benefits                    830,000       4,719,000              _
  
  Interest cost for conversion feature of
     note payable to shareholder                             -         924,750        332,250
  Other                                                (21,646)        241,005         64,236
                                                   -----------     -----------    -----------
  Provision for income taxes                       $       800     $       800    $         -
                                                   -----------     -----------    -----------
                                                   -----------     -----------    -----------
</TABLE>


NOTE 8.        DEBT 

During 1998, the Company  borrowed a total of $2,725,000 from Dassesta
International, S.A. at an interest rate of 8%. In December 1997 the Company
issued common stock for cancellation of loan


                                       47


<PAGE>


principal due Dassesta of $1,700,000 and repaid additional loan principal 
during 1998 totaling $2,000,000. Interest expense in 1998 related to Dassesta 
was approximately $72,000.

In February 1998, the Company discounted two customer notes for a net amount 
of $355,000 received from Dassesta International, S.A., a principal 
shareholder. The face amount of these notes was 2,200,000 French Francs, 
equal to approximately $366,000 at the then current exchange rate.

In May 1997, the Company entered into a loan facility with Dassesta 
International, S.A. ("Dassesta"), the Company's then controlling shareholder. 
The loan facility provided for maximum borrowings of $1,700,000 expiring on 
December 31, 1998.  Interest accrued on outstanding principal at 10%.  The 
loan was collateralized by certain of the Company's accounts receivable and 
required principal repayment upon collection of such receivables. Interest 
expense in 1997 related to loans from Dassesta was approximately $2,339,000.

In August 1996, the Company entered into a loan agreement with Dassesta for 
$3,000,000 bearing interest at 9% per annum, maturing in February 1997.  
Under the terms of the agreement, the note plus accrued interest was 
convertible at the option of the company into common shares upon execution 
of the agreement at $.40 per share or by Dassesta upon the earlier of 
maturity, default, or significant change in ownership of BTi at $.40 per 
share.  The Company converted the $3,000,000 loan principal and related 
accrued interest of $87,040 into 7,717,602 shares of the Company's common 
stock on December 31, 1996.

Upon execution of the convertible note in August 1996, the closing quoted 
market price of the Company's common stock was $.94 per share, and the 
conversion price to common stock under the note payable was $.40, a $.54 
discount from market. As a result, under the provisions of Topic D-60, the 
intrinsic value of the conversion feature was equal to the face value of the 
note and was required to be originally recorded as debt discount and 
additional paid-in capital, and amortized to interest expense from the date 
of the note to the earliest conversion date by Dassesta. This resulted in 
non-cash interest expense of $2,250,000 and $750,000 being charged to 
operations in 1997 and 1996, respectively.


NOTE 9.        LEASE OBLIGATIONS

The Company leases its office and production facilities and certain equipment 
under noncancelable operating leases expiring at various dates through 
February 2003.  The Company's main facility lease agreement expires in 
February 2003. Approximate future minimum cash payments under operating 
leases are as follows:

<TABLE>
<CAPTION>

  Year Ending September 30,
  <S>                           <C>
   1999                         $  637,000
   2000                            618,000
   2001                            618,000
   2002                            613,000
   2003                            253,000
                                ----------
                                $2,739,000
                                ----------
                                ----------
</TABLE>


                                       48
<PAGE>

Total rent expense under noncancelable operating leases was approximately 
$604,000, $580,000 and $608,000  for the years ended September 30, 1998, 1997 
and 1996, respectively.


NOTE 10.       SHAREHOLDERS' EQUITY

COMMON STOCK
On August 5, 1998, the Company received $15,000,000 from the sale of 
30,000,000 shares of common stock at $.50 per share to offshore investors 
pursuant to Regulation S. Of the total 30,000,000 shares, 10,000,000 shares 
were sold  to "La Caixa", Caja de Ahorros y Pensiones de Barcelona, one of 
the leading financial institutions of the Kingdom of Spain, 10,000,000 shares 
were sold to Dassesta International S.A., a major shareholder of BTi, 
2,000,000 shares were sold to Swisspartners Investment Network Ltd., and 
8,000,000 shares to other European banks.

In December 1997, the Company sold 4,000,000 unregistered shares of common 
stock to Dassesta and an additional 1,500,000 unregistered shares of common 
stock to Bank Leu under Regulation S at $.50 per share. Consideration 
received by the Company in relation to the common stock sales consisted  of 
cash totaling $793,000 and cancellation of its then outstanding loan 
principal of $1,700,000, related accrued interest of $38,000 and accounts 
payable of $219,000, all  owed to Dassesta. 

During August 1996, the Company completed negotiations with its then 
controlling shareholder,  Dassesta for an unsecured working capital loan of 
$3,000,000 which was to mature on February 14, 1997, bearing  interest at 9% 
per annum. The principal amount of the loan and any accrued interest was 
convertible at the option of the Company upon execution of the agreement at 
$.40 per share or at the option of Dassesta upon the earlier of maturity, 
default, or significant change in ownership of BTi at $.40 per share.  The 
Company elected to convert the $3,000,000 loan and related accrued interest 
of $87,040 into 7,717,602 shares of common stock on December 31, 1996. 


STOCK OPTION PLANS

The Company has various incentive and non-qualified stock option plans which 
provide that options to purchase shares of common stock may be granted to key 
employees and others at an option price of at least fair market value at the 
date of grant and vest over a maximum period of four years from date of 
grant. The exercise period for each option is not to exceed 10 years from the 
date of grant. On December 31, 1996,  the Company's 1987 Incentive Stock 
Option Plan which provided options to purchase up to 5,000,000 shares of 
common stock expired.  At January 1, 1997, a new 1997 Incentive Stock Option 
Plan was approved by the Board of Directors, authorizing options to purchase 
3,000,000 shares of common stock.  At September 30 1998, options to purchase 
2,645,038 shares of the Company's common stock are exercisable and 365,600 
shares are available for future grants under the plans. Options outstanding 
at September 30, 1998 have exercise prices between $6.00 and $.28 per share.  

                                       49
<PAGE>


On December 18 1996, the Board of Directors authorized the revaluation of all 
then outstanding options under its stock option plans to an exercise price of 
$.50 per share, the closing market value of the Company's stock on that day.

The following table summarizes common stock option plan activity:

<TABLE>
<CAPTION>

                                                                    Weighted Average
                                                  Options            Exercise Price
                                                -----------         ----------------
<S>                                             <C>                 <C>
Outstanding at September 30, 1995                1,854,966               $   1.64 
  Granted                                        2,480,400                   1.33
  Canceled                                         (75,134)                  1.38
  Exercised                                         (4,765)                  1.50
                                                 ---------               --------
  
Outstanding at September 30, 1996                4,255,467               $   1.46 
  Granted                                        1,510,400                    .50
  Canceled                                      (1,409,327)                  1.25
  Exercised                                        (29,063)                  1.00
                                                 ---------               --------

Outstanding at September 30, 1997                4,327,477               $   1.18
  Granted                                        2,510,000                    .45
  Canceled                                      (1,946,422)                  1.55
  Exercised                                       (146,225)                   .50
                                                 ---------               --------

Outstanding at September 30, 1998                4,744,830               $    .66
                                                 ---------               --------
                                                 ---------               --------
</TABLE>

The Company has adopted the disclosure-only provisions of SFAS No. 123, 
"Accounting for Stock-Based Compensation" under which no compensation cost 
has been recognized for employee stock options.  If the Company had elected 
to recognize compensation costs based on the fair value on the date of grant 
for awards in 1998, 1997 and 1996, consistent with the provisions of SFAS No. 
123, net loss and net loss per share would have been increased to the 
following amounts:

<TABLE>
<CAPTION>

                                           1998           1997            1996
                                       ------------    ------------     -------------
<S>                                    <C>             <C>              <C>
Pro forma net loss                     $(6,093,477)    $(6,138,480)     $(16,124,427)
Pro forma net loss per share           $      (.11)    $      (.13)     $       (.40)
</TABLE>

The pro forma effect on net loss for fiscal years 1998, 1997 and 1996  may 
not be representative of the pro forma effect on net loss of future years 
because the SFAS No. 123 method of accounting for pro forma compensation 
expense has not been applied to options granted prior to December 15, 1995.

The weighted-average fair values at date of grant for options granted during 
fiscal 1998 and 1997 were between $.58 and $.28 and were estimated using the 
Black-Scholes option pricing model.  The following


                                       50

<PAGE>


assumptions were applied: (i) expected dividend yield of 0%, (ii) expected 
volatility rate of 2.28, (iii) expected life of 8 years, and (iv) risk-free 
interest rates ranging from 4.67% to 6.88%.

The Black-Scholes option valuation model was developed for use in estimating 
the fair value of traded options which have no vesting restrictions and are 
fully transferable.  Option valuation models also require the input of highly 
subjective assumptions such as expected option life and expected stock price 
volatility.  Because the Company's employee stock-based compensation plan has 
characteristics significantly different from those of traded options and 
because changes in the subjective input assumptions can materially affect the 
fair value estimate, the Company believes that the existing option valuation 
models do not necessarily provide a reliable single measure of the fair value 
of awards  from those plans.

EMPLOYEE STOCK PURCHASE PLAN

The Company has established an Employee Stock Purchase Plan in which eligible 
employees may use funds from accumulated payroll deductions to purchase 
shares of common stock at the end of designated purchase periods.  Employees 
may contribute up to 15% of their base salary toward such purchases, not to 
exceed $25,000 per calendar year.  The purchase price is the lesser of 85% of 
the fair market value of common stock determined at the beginning or end of 
the purchase period.  For the purchase period ended March 31, 1996, the 
Company issued 26,283 shares of common stock to employees at an average price 
of $1.28 per share.  For the purchase period ended March 31, 1998, no shares 
were issued. A total of 635,949 shares of common stock have been authorized 
for future purchases under the Employee Stock Purchase Plan as of September 
30, 1998. 

NOTE 11.       EMPLOYMENT AGREEMENT

In June 1993, the Company and its former Chief Executive Officer entered into an
employment agreement that provided for the continuation of base salary payments
upon termination  for two years under certain circumstances.  Pursuant to terms
of the employment agreement, the Company secured potential future payments in a
trust fund established on behalf of the Chief Executive Officer.  At September
30, 1998,  the Company is contingently liable for approximately $186,000 of
continuation salary which is reflected as part  of restricted cash in the
accompanying balance sheets at September 30, 1998 and 1997.


                                       51

<PAGE>


NOTE 12.       SELECTED QUARTERLY DATA (UNAUDITED)


Unaudited quarterly data for fiscal 1998 and 1997 is presented below:

<TABLE>
<CAPTION>

(In thousands,  except per share)                      First         Second          Third        Fourth 
                                                      Quarter        Quarter        Quarter       Quarter
                                                      -------        -------        -------       -------
<S>                                                   <C>            <C>            <C>           <C>
      1998
      ----
Net revenues                                          $    324       $   1,736      $    616      $    163
Gross margin                                                58             488           203          (889)
Net loss                                                (1,285)           (597)       (1,026)       (2,060)
Basic and diluted net loss per share                      (.03)           (.01)         (.02)         (.03)


                                                       First         Second          Third        Fourth 
                                                      Quarter        Quarter        Quarter       Quarter
                                                      -------        -------        -------       -------

      1997
      ----
Net revenues                                          $    168       $   1,555      $   5,289     $  3,580
Gross margin                                                68             499          2,385          775
Net income (loss)                                       (4,615)         (1,178)           766         (215)
Basic and diluted net income
  (loss) per share                                        (.12)           (.03)           .02          .00
</TABLE>


                                       52



<PAGE>


BIOMAGNETIC TECHNOLOGIES, INC.

SCHEDULE II --VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>

                                                 Balance at     Charged to                       Balance at
                                                  Beginning      Costs and                         End of
Description                                       of Period       Expenses      Deductions         Period
                                                 ----------     ----------      ----------       -----------
<S>                                              <C>            <C>             <C>              <C>
Allowance for doubtful
  accounts on accounts
  receivable:

Fiscal Year 1998                                  $10,420         ----             ----           $10,420

Fiscal Year 1997                                  $10,420         ----             ----           $10,420

Fiscal Year 1996                                  $20,115         ----         $  9,695(A)        $10,420
</TABLE>

(A)   Uncollectible accounts charged against allowance

_______________

Allowance for obsolete
  and slow moving
  inventory:

<TABLE>
<CAPTION>
<S>                                            <C>               <C>           <C>             <C>
Fiscal Year 1998                               $1,710,659        $840,191      $250,256(B)     $2,300,594

Fiscal Year 1997                               $1,650,659        $ 60,000         ----         $1,710,659

Fiscal Year 1996                               $1,015,692        $918,522      $283,555(B)     $1,650,659
</TABLE>

(B)   Sale or disposal of items under allowance

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