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                                                                   EXHIBIT 10.40

                              ACUSON CORPORATION

           7.83% SERIES C SENIOR UNSECURED NOTE DUE DECEMBER 12, 2006

No. 1                                                          December 13, 1999
$5,000,000                                                     PPN 00511# AC 2

          FOR VALUE RECEIVED, the undersigned, ACUSON CORPORATION (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Delaware, hereby promises to pay to MODERN WOODMEN OF AMERICA, or registered
assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000), as hereinafter
provided, with interest (computed on the basis of a 360-day year of twelve 30-
day months) (a) on the unpaid balance thereof at the rate of 7.83% per annum
from the date hereof, payable semi-annually, on the 12th day of December and
June in each year, commencing June 12, 2000, until the principal hereof shall
have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semi-annually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum equal to 9.83%.

          The Company agrees to pay the principal of this Note in five equal
installments on December 12 in each of the years 2002 through 2006, inclusive,
each in the amount of ONE MILLION DOLLARS ($1,000,000), with the final
installment on December 12, 2006 in such amount, or in any case the then unpaid
principal amount of this Note.

          Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Mountain View, California  or at such other place as the Company
shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreement and Supplemental Note Purchase Agreement referred
to below.

          This Note is one of the 7.83% Series C Senior Unsecured Notes due
December 12, 2006 (the "Series C Notes") issued pursuant to a certain Note
Purchase Agreement, dated as of April 9, 1999 (as from time to time amended, the
"Note Purchase Agreement"), between the Company and the Initial Note Purchasers
named therein, as amended on December 13, 1999, and a Supplemental Note Purchase
Agreement dated as of December 13, 1999 (as from time to time amended, the
"Supplemental Note Purchase Agreement") entered into by the Company with the
Supplemental Purchasers (as such term is defined in the Note Purchase Agreement)
named therein and is entitled to the benefits, and subject to the terms and
conditions, thereof. Except as set forth in the Agreement, this Series C Note
and the holder hereof are entitled equally and ratably with the holders of all
other Notes outstanding under the Note Purchase Agreement to all the benefits
provided for thereby or referred to therein.  Reference is hereby made to the
Note Purchase Agreement and the Supplemental Note Purchase Agreement for a
statement of such rights and benefits.

          Each holder of this Series C Note shall be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
         -
Section 11.7 of the Note Purchase
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Agreement and (ii) to have made the representation set forth in Section 4.2 of
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the Note Purchase Agreement.


          This Series C Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Series C Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Series C Note for a like principal amount shall be
issued to, and registered in the name of, the transferee.  Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Series C Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.

          This Series C Note is subject to prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

          If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Series C Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

          This Series C Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of New
York excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.

                              ACUSON CORPORATION

                              By:___________________________________

                              Name:_________________________________

                              Title:__________________________________