<PAGE>

                                                                    Exhibit 10.1

          Confidential Materials omitted and filed separately with the
        Securities and Exchange Commission. Asterisks denote omissions.

[ASPECT(R) LOGO]                                                          [LOGO]

                BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT (hereinafter "Agreement") dated this
28th day of January, 2004 (the "Effective Date"), by and between Aspect Medical
Systems, Inc., a Delaware corporation with its principal offices located at 141
Needham Street, Newton, Massachusetts ("Aspect") and Draeger Medical Systems,
Inc., a Delaware corporation with its principal offices located at 16
Electronics Avenue, Danvers, MA ("Draeger") for the development and purchase of
products and the licensing of software by Draeger from Aspect under the terms
and conditions contained in this Agreement.

1.    BACKGROUND

      1.1   Aspect is a developer, manufacturer and distributor of medical
            devices, equipment and related hardware, software and accessories,
            including BISx, a device adapted to process selected EEG
            measurements and display the results thereof ("BIS") on a host
            patient monitor system.

      1.2   Draeger is a developer, manufacturer and distributor of medical
            devices, equipment and related hardware, software and accessories,
            including patient monitors.

      1.3   Draeger desires to integrate Aspect's BIS technology into Draeger's
            multiparameter patient monitors.

      1.4   Aspect agrees to sell and/or license to Draeger selected Aspect
            Products, subject to the terms and conditions contained in this
            Agreement.

2.    DEFINITIONS.

      "Aspect's Bispectral Index" or "BIS" is Aspect's proprietary processed EEG
      parameter that may be used as an aid in monitoring the effects of certain
      anesthetic agents.

      "Draeger Patient Monitors " means systems currently installed that have
      had the necessary software upgrades to be BIS compatible, as well as the
      Delta model monitors currently in production. Draeger Patient Monitors may
      include future models of Draeger monitors at Draeger's choice and
      discretion.

      "BISx" is the integrated solution of Aspect's BIS engine processing
      technology and the DSC-XP.

      "DCS-XP" is Aspect's Digital Signal Converter using XP technology. The
      DSC-XP is a small box that is kept close to the patient that converts the
      analog EEG signals to digital signals for processing the BIS value.

FINAL

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      "Aspect BISx Kit" is the Aspect components of the Draeger BISx System that
      are developed and manufactured by or for Aspect and licensed/sold to
      Draeger under this Agreement including the BISx and the Patient Interface
      Cable ("PIC") and the Fixed Monitor Cable (if necessary).

      "Fixed Monitor Cable" is a cable that is semi-permanently attached to the
      BISx and connects the BISx to the Draeger Patient Monitor. This cable will
      be primarily designed by Aspect with assistance from Draeger and supplied
      as part of the Aspect BISx Kit. It can be disconnected from the BISx only
      by a qualified service person.

      "Detachable Monitor Cable" is a cable that connects the BISx to the
      Draeger Patient Monitor. This cable will be primarily designed by Draeger,
      with assistance from Aspect and supplied by Draeger or its manufacturer
      for final assembly with the Aspect BISx Kit.

      "Pod-Com Interface" is a Draeger proprietary interface used to connect
      external devices to the Draeger Patient Monitoring Systems.

      "Pod-Com Connector" is the connector that will be integrated into the BISx
      system that will allow the Detachable Monitor Cable to plug into the BISx
      unit.

      "Draeger BISx System" is the combined Aspect BISx Kit and Monitor Cable.

      "Aspect BIS Sensor" means a single use disposable sensor manufactured by
      Aspect for use with the Aspect BISx Kit in the OR and ICU that is required
      to generate Aspect's Bispectral Index. These sensors include the BIS
      Quatro Sensor, the BIS Extend Sensor and the BIS Pediatric Sensor.

      "Aspect BIS Engine" is the processing unit for deriving BIS data from the
      raw EEG signal and consists of a PC board and connectors. This component
      is used in OEM modules to provide the BIS index on modular patient
      monitoring systems.

      "Aspect Products" means Aspect BISx Kit and any other product that can be
      ordered by Draeger as listed in Exhibit A (Aspect Products and Purchase
      Prices).

      "Software" means Aspect software programs in binary code form that are
      designed for use with the Aspect BISx Kit.

      "Documentation" means the BISx Serial Interface Specification.

      "Party" or "Parties" shall mean Aspect and Draeger each individually or
      jointly.

      "Affiliate" shall mean, with respect to either Aspect or Draeger, any
      other business entity which, directly or indirectly, controls, is
      controlled by, or is under common control with Aspect or Draeger,
      respectively.

3.    BISx DEVELOPMENT PROJECT.

      3.1   Project Management.

            (a)   Each Party shall appoint a "Project Manager" who shall oversee
                  and manage the joint project on a day-to-day basis.

FINAL                                 2/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            (b)   The Project Managers shall meet regularly based on the project
                  needs to assess the project status and discuss and resolve any
                  issues or problems. These meetings may be held face-to-face or
                  as telephone or videoconferences.

            (c)   Each Party shall bear its own communication and travel costs.

            (d)   All communication in conjunction with this Agreement shall be
                  directed to the appropriate person and address as listed in
                  Exhibit C (Contact Persons/Addresses).

      3.2   Draeger Responsibilities.

            (a)   Draeger will jointly design with Aspect the Detachable Monitor
                  Cable and Draeger, or one of its designees, will develop, test
                  and manufacture the Detachable Monitor Cable.

            (b)   Draeger will develop the necessary software for the Draeger
                  Patient Monitor to communicate with the Aspect BISx, allow the
                  user to configure BIS parameters, and display the BIS related
                  information on the Patient Monitor display.

            (c)   Draeger shall integrate and test the integration of the
                  components of the Aspect BISx Kit with the Draeger Patient
                  Monitors.

            (d)   Any additional responsibilities defined in Section 3.4.

      3.3   Aspect Responsibilities.

            (a)   Aspect, with assistance from Draeger, will incorporate the
                  Pod-Com interface hardware directly into the BISx and will
                  provide a Pod-Com Connector (receptacle) on the BISx unit
                  itself.

            (b)   Aspect shall design, develop and test the Aspect BISx Kit
                  according to the mutually agreed specifications.

            (c)   Upon Draeger completing the integration of BIS into the
                  Draeger Patient Monitoring Systems, Aspect will "certify" this
                  integration. This entails Aspect verifying the accurate
                  display of BIS on the Draeger Patient Monitor. Once
                  successfully verified, Aspect will provide Draeger with a
                  Certification Letter so indicating. To facilitate the
                  certification process, Draeger will lend to Aspect a Draeger
                  Patient Monitor for testing purposes. Said Draeger Patient
                  Monitor will be provided to Aspect, at Draeger's cost and
                  expense, within thirty (30) days after execution of this
                  Agreement, and it will be returned to Draeger, at Aspect's
                  cost and expense, within thirty (30) days after either
                  Draeger's written demand therefore, or termination of this
                  Agreement, whichever first occurs.

            (d)   Any additional responsibilities as defined in Section 3.4

      3.4   BISx to Monitor Cable Design and Development

FINAL                                 3/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            (a)   A technical feasibility study will be conducted jointly
                  between Aspect and Draeger to assess the capability to use
                  current production Draeger Pod-Com cables as the Detachable
                  Monitor Cable with the BISx system. If this is determined to
                  be feasible, Aspect will develop, [**], and with technical
                  assistance from Draeger, a Pod-Com Connector that will allow
                  the Detachable Monitor Cable to plug directly into the Pod-Com
                  Connector on the BISx unit

            (b)   Draeger will provide Aspect with necessary hardware interface
                  information to electrically interface the BISx to the Pod-Com
                  Interface port of the Draeger Patient Monitoring System. This
                  may include, but is not limited to: Electrical schematics,
                  FPGA design information (e.g. VHDL code) or access to
                  pre-existing interface Integrated Circuits (e.g. FPGA, ASIC,
                  etc.)

            (c)   Draeger will provide Aspect with necessary mechanical
                  interface information to mechanically interface the BISx to
                  the Pod-Com Interface port of the Draeger Patient Monitoring
                  System. This may include, but is not limited to, mechanical
                  drawings, access to (potentially pre-existing) Pod-Com
                  connectors, or access to Draeger's third-party manufacturer of
                  Pod-Com connectors.

            (d)   If it is determined that use of the Detachable Monitor Cable
                  is not feasible, both parties will agree to work jointly
                  together to design a Fixed Monitor Cable.

      3.5   Development Schedule

            (a)   Aspect will use all reasonable efforts to meet the following
                  development timeline:

                  [**]:   [**]
                  [**]:   [**]
                  [**]:   [**]

                  This schedule assumes the following:

                  (i)   Draeger to provide tested VHDL code for Pod Com
                        converter FPGA by [**]

                  (ii)  Draeger to provide verification and "certification" of
                        Pod Com converter hardware

                  (iii) Draeger to provide technical assistance to Aspect on
                        implementation of converter circuitry

                  (iv)  No significant FDA delays

                  (v)   Aspect (or designee) has authorization to purchase Pod
                        Com Connectors

FINAL                                 4/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

4.    PURCHASE AND SALE OBLIGATIONS:

      4.1   Licenses - General.

            Subject to the terms and conditions of this Agreement, Aspect agrees
            to sell to Draeger the Aspect Products listed on Exhibit A (Aspect
            Products and Purchase Prices). The components of the Aspect BISx
            Kits purchased from Aspect under this Agreement shall only be used
            as components in, incorporated into or integrated with the BISx
            System which Draeger sells or leases to third-party users in the
            regular course of business. The components of the BISx System shall
            only be resold, leased, rented, licensed or otherwise transferred to
            third parties for use as a part of a Draeger BISx System
            incorporated into a Draeger Patient Monitor or as replacement parts
            used in Draeger BISx Systems and Draeger shall only sell Aspect
            approved accessories including cables and sensor products in
            connection with any Draeger BISx System.

      4.2   Aspect Software License.

            Aspect hereby grants to Draeger and its Affiliates a non-exclusive
            and non-transferable license, without the right to sublicense
            (except to purchasers of Draeger BISx Systems), during the term of
            the Agreement to use the Software loaded in the Aspect BISx Kit and
            related documentation provided by Aspect solely in connection with
            operation of the components of the Aspect BISx Kit in the Draeger
            BISx System. All rights sublicensed to Draeger customers to use the
            Draeger BISx Systems shall survive any termination of this
            Agreement.

      4.3   Distribution of Aspect BIS Sensors.

            (a)   Outside of the United States

                  Aspect hereby grants to Draeger the right to distribute Aspect
                  BIS Sensors solely for use on Draeger BISx Systems sold to
                  Draeger customers outside of the United States who have
                  purchased Draeger BISx Systems Aspect shall not [**] Aspect
                  shall [**] Aspect BIS Sensors for use with [**]. Draeger, [**]
                  Aspect BIS Sensors [**]such Aspect BIS Sensors [**]. Draeger
                  and Aspect also acknowledge that [**] Aspect BIS Sensors [**]
                  Aspect BIS Sensors, [**] Aspect BIS Sensors [**].

            (b)   Within the United States

                  Draeger may sell one starter kit of five (5) Aspect BIS
                  Sensors with each Draeger BISx System sold to the customer
                  purchasing the corresponding Draeger BISx System.

                  Draeger may also purchase Aspect BIS Sensors in the United
                  States for demonstration purposes. Aspect BIS Sensors
                  purchased for demonstration use may not be resold to
                  customers.

            (c)   Prices

                  Prices for Aspect BIS Sensors purchased by Draeger hereunder
                  shall be as set forth in Exhibit A (Aspect Products and
                  Purchase Prices).

FINAL                                 5/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      4.4   System Compatibility.

            [**] Draeger Patient Monitoring systems shipped to [**] will have
            host system software configured to support the Draeger BISx System
            and Aspect's BIS Index display.

            (a)   Draeger Patient Monitoring Systems that have BIS capability
                  will be labeled with a mutually agreed upon "BIS Ready" label
                  in a mutually agreed upon location on the monitor.

      4.5   Exclusivity.

            The Draeger BISx System will be [**] in the BISx [**] BISx [**] are
            the [**] can be [**] used [**]. Nothing in this Agreement shall be
            construed to grant Aspect any license to sell, distribute or license
            to any third party any Draeger components, including the enabling
            software and Monitor Cable (Fixed or Detachable), in the Draeger
            BISx System. It is understood that Aspect sells, distributes, and
            licenses to other third parties both generic and customized Aspect
            BIS Engines and Aspect BISx Kits to meet the needs of other OEM
            customers, and nothing in this Agreement shall prohibit Aspect from
            continuing to sell, distribute, or license these products or
            components thereof to customers other than Draeger.

5.    SCOPE OF DELIVERY.

      5.1   Purchase Orders.

            Purchase orders (via Fax, e-mail, other electronic transmission or
            paper) for Aspect Products to be purchased under this Agreement (the
            "Orders") must be received by Aspect during the term of this
            Agreement and must specify a delivery date in accordance with the
            lead-time schedule outlined below under Section 5.6. All Draeger
            Purchase Orders shall make reference to the appropriate engineering
            drawing or manufacturing reference numbers.

      5.2   Order Acknowledgements.

            Draeger purchase orders shall be acknowledged in writing by Aspect
            within [**] [**] after receipt of the order, provided that the order
            is correct (pricing and part numbers) and that the requested
            delivery time is within the agreed lead time. If the requested
            delivery time is less than the agreed lead time, or if the quantity
            ordered exceeds by more than [**] percent ([**]%) the quantity
            ordered in the preceding month, Aspect shall use reasonable efforts
            to complete the requirements of such nonconforming orders within
            [**] from the date it receives such nonconforming order and to
            acknowledge such orders within [**] of its receipt. Order
            acknowledgements shall not be unreasonably withheld.

      5.3   Forecasts.

            Draeger shall furnish to Aspect a non-binding [**] forecast during
            the term of this Agreement with the number and type of Aspect
            Products for which Draeger expects to submit orders for the
            following [**].

      5.4   Installed Base Reporting.

            On a [**] basis, Draeger will report the number of BISx Systems
            installed during that [**] in the United States,

FINAL                                 6/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            dates of installation and overall installed base of BISx Systems by
            hospital on a [**] basis. Outside of the United States, Draeger will
            report on a [**] basis the total number of BISx Systems installed,
            and overall install base of Draeger BISx Systems by country.

      5.5   Cancellation and Rescheduling.

            (a)   In the event of the cancellation of any Order by Draeger,
                  Draeger shall be liable for the payment of cancellation
                  charges based on the number of days prior to scheduled
                  delivery date that written notice of cancellation is received
                  by Aspect, as outlined below:

<TABLE>
<S>                                          <C>
[**] weeks prior to acknowledged delivery    [**]
[**] weeks prior to acknowledged delivery    [**]% of order value
[**] weeks prior to acknowledged delivery    [**]% of order value
[**] weeks prior to acknowledged delivery    [**]% of order value
[**] weeks prior to acknowledged delivery    [**]% of order value
</TABLE>

            (b)   Notwithstanding anything to the contrary herein, the Parties
                  agree that Draeger shall have the right to reschedule Orders,
                  and to delay delivery of such Orders up to [**] later than the
                  original delivery date.

      5.6   Lead Times.

            Lead times for the Draeger BISx System are expected to be [**] days.
            Late deliveries are subject to late fees of 1% per month (pro-rated
            daily). In the event of late deliveries by Aspect, Aspect will also
            promptly reimburse Draeger for documented and reasonable expedited
            shipment charges that Draeger incurs as a direct result of late
            shipments of the Aspect BISx Kit from Aspect.

6.    ROYALTIES AND COMMISSIONS.

      6.1   Commissions on Sales of Aspect BIS Sensors.

            For each Aspect BIS Sensor sold by Aspect to Draeger customers in
            the United States for use with Draeger BISx Systems, Aspect shall
            pay Draeger a commission equal to [**] percent of the net sales
            revenue (invoice price after discounts) billed by Aspect for such
            Aspect BIS Sensors. Aspect shall pay such commissions to Draeger on
            a [**] basis. With such [**] payments, Aspect shall provide to
            Draeger a list of Draeger customers to which such sales were made,
            the number of sensors sold in that [**], and the net revenue billed
            for the sale of the sensors by Aspect. This [**] payment shall be
            provided to Draeger no later than [**] following the end of each
            [**]. In the event that Aspect's standalone BIS monitors, the BIS
            modules and/or the BISx Systems of other manufacturers have also
            been installed at such sites in addition to Draeger BISx Systems,
            Draeger will be entitled to a [**] percent commission only on BIS
            Sensor sales intended for use with Draeger BISx Systems. A pro rata
            determination will be based on the total number of BIS units of
            different types installed at such locations during the period
            according to Aspect's

FINAL                                 7/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            installed base records. To facilitate such calculations, Draeger
            will be responsible for providing Aspect with the documentation
            required in Section 5.4, and Aspect shall be responsible for
            providing Draeger with accurate information regarding the total
            number of non-Draeger units which have been installed, and are in
            use, at such sites. The information on total installed BIS systems
            at Draeger accounts is auditable by an independent auditor at
            Draeger's expense.

7.    PRICES

      7.1   Purchase Prices.

            The prices of Aspect Products purchased by Draeger hereunder (the
            "Purchase Prices"), which are ordered during the term of the
            Agreement, shall be as set forth in Exhibit A (Aspect Products and
            Purchase Prices) as long as Draeger offers complementary, but not
            directly competitive products to the Draeger BISx System. Products
            that display a parameter claiming to be a measure of the hypnotic
            effect of anesthesia are considered to be directly competitive
            products for the purposes of this Section 7.

      7.2   Customization Costs.

            Additional cost (both NRE and incremental unit cost) for
            customization of the product (mold color, labeling) will be borne by
            Draeger. Draeger shall be responsible for any charges associated
            with scrap of inventory due to any subsequent changes made to
            customized product.

      7.3   Competitive Products and "BIS Ready" Price Discounts

            If Draeger offers a directly competitive product to the Draeger BISx
            System (any parameter that claims to be a measure of the hypnotic
            effect of anesthesia), the discounts for "% of Systems BIS Ready"
            shown in Exhibit A will be eliminated. Only discounts based on
            volume of BISx Systems shipped will be available from that time
            forward.

      7.4   Purchase Price Changes.

            (a)   Initial Prices

                  The initial prices set forth in Exhibit A (Aspect Products and
                  Purchase Prices) are based on known material and labor costs
                  for the BISx unit, and an estimated cost of $[**] for the
                  Pod-Com Connector on the BISx unit. If the actual cost of the
                  BISx Pod-Com Connector differs from the estimated cost of
                  $[**] by more than [**]%, or the feasibility study referenced
                  in Section 3.4 shows that a Fixed Monitor Cable is required,
                  and the cost of the Fixed Monitor Cable solution differs from
                  the estimated BISx Pod-Com Connector cost of $[**] by more
                  than [**]%, the initial prices will be increased or decreased,
                  as appropriate, by the difference between the actual cost and
                  the estimated cost of $[**]. In any case, [**] will be
                  responsible for any additional development costs for fixed or
                  detachable monitor cables.

            (b)   Annual Purchase Price Review

FINAL                                 8/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                  Purchase Prices set forth in Exhibit A (Aspect Products and
                  Purchase Prices) shall be reviewed 12 months after first
                  delivery of production units and annually thereafter on a
                  calendar year schedule. In the event material costs for the
                  Aspect Products increase by more than [**] percent, Aspect
                  shall have the right no more than once per year during the
                  term of this Agreement to increase the Purchase Price of the
                  Aspect Products by an equivalent amount by delivering
                  reasonable documentation supporting such increase and by
                  giving Draeger written notice of the increase not less than
                  ninety (90) days prior to the date upon which the increased
                  Purchase Price is to become effective. No Purchase Price
                  increase shall apply to orders for Aspect Products accepted by
                  Aspect prior to or during such ninety (90) day period.
                  Notwithstanding anything to the contrary in this Section 6.2,
                  no Purchase Price increase shall apply unless Aspect has used
                  its reasonable efforts to find alternate suppliers of the
                  materials that have increased in cost and, despite exercising
                  such reasonable efforts, was not able to locate such alternate
                  suppliers.

      7.5   [**]

            In no case shall the [**] Draeger [**] with Aspect [**] this
            Agreement [**].

      7.6   Taxes.

            All prices for Aspect Products are exclusive of all federal, state
            and local taxes, levies and assessments, and Draeger shall be
            responsible for the payment of all such taxes, levies and/or
            assessments imposed on Aspect Products purchased and/or licensed by
            Draeger hereunder, excluding taxes based on Aspect's net income from
            the transaction. Draeger shall be responsible for providing in a
            timely manner all documentation, in the nature of exemption
            certificates or otherwise, necessary to allow Aspect to refrain from
            collections, such as sales tax, which it would otherwise be
            obligated to make.

8.    TERMS OF PAYMENT.

      8.1   Invoices.

            Draeger shall pay to Aspect the Purchase Price and all other charges
            invoiced (i.e. freight) for all Aspect Products shipped hereunder
            within [**] days after the date of the invoice from Aspect. Nothing
            herein shall affect Aspect's right to withhold shipment or otherwise
            exercise its rights under Section 22 (Termination) hereof in the
            event of Draeger's failure to make payment when due for Aspect
            Products delivered to Draeger. Draeger shall have the right to
            provide Aspect with a specific address to which Aspect will send
            invoices for Aspect Products purchased under this Agreement.

      8.2   Late Payment Charge.

FINAL                                 9/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            Subject to applicable law, service and/or interest charges not
            exceeding the lesser of 1% per month or the highest amount permitted
            by law may, at the election of Aspect, be assessed on amounts past
            due more than thirty (30) days (that is, more than thirty (30) days
            after the payment due date as specified in Section 8.1).

9.    SHIPMENT AND DELIVERY.

      9.1   Delivery Location. Each shipment must indicate the exact address of
            the recipient on the outside of the packaging as follows:

                                     Draeger
                                       XXX
                                       XXX

      9.2   Delivery Terms.

            All shipments hereunder shall be EXW Aspect's Massachusetts point of
            origin (Incoterms 1990). All Aspect Products shall be deemed
            delivered and subject to Draeger's dominion and control only when
            properly packed and ready for shipment to Draeger and placed in the
            possession of a carrier designated by Draeger. Aspect shall
            cooperate with Draeger in the documentation and proof of loss claims
            promptly presented by Draeger to the appropriate carrier and/or
            insurer.

      9.3   Delivery Date and Date of Dispatch.

            The requested delivery date shall be specified on the Draeger
            Purchase Order provided that such delivery date must be at least
            [**] days after the date Aspect receives the Order; provided,
            however, that Aspect shall use its reasonable efforts to deliver the
            Order as close to requested date as reasonably possible (taking
            other customer demands on Aspect into account). Aspect shall utilize
            reasonable efforts to ensure that the order is delivered in
            accordance with Aspect's order acknowledgement and that the date of
            dispatch is [**] calendar days prior to the delivery date. Late
            delivery penalties to Aspect will apply as specified in Section 5.6
            of this Agreement.

10.   ACCEPTANCE.

      Any Aspect Product shipped hereunder may be subjected to inspection and
      performance testing by Draeger, to confirm that it functions in accordance
      with Aspect's applicable product specifications in effect at the time of
      the ordering of such Aspect Products by Draeger. If mandatory changes or
      upgrades occur with the Aspect Products between the time of order and
      shipment, Aspect shall provide written documentation of the changes and
      Draeger shall review and approve or reject the changes within [**] days of
      receipt of notification. The two companies will work together to identify
      a mutually acceptable product.

      Draeger shall provide written notice to Aspect of the rejection of any
      such Aspect

FINAL                                 10/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      Product within [**] days of the date of receipt of any Aspect Product.
      Aspect shall have [**] days from receipt of a notice from Draeger
      rejecting an Aspect Product either, at its option, to make any necessary
      repairs to the defective Aspect Product or to replace it. If Aspect
      replaces an Aspect Product, Draeger shall dispose of the replaced Aspect
      Product in accordance with Aspect's instructions and at Aspect's expense.
      Draeger's sole remedy for rejected Aspect Products shall be limited to
      prompt repair or replacement of such Aspect Products. The Parties
      understand and agree that repaired or replaced Products shall be subjected
      to inspection and performance testing by Draeger, to the same extent as
      first delivered Products.

11.   WARRANTY.

      11.1  General.

            Aspect warrants solely to Draeger that Aspect Products (including
            Software) delivered hereunder shall perform substantially in
            accordance with the specifications in Exhibit B (Aspect's BISx Kit)
            and shall be free from defects in materials and workmanship, when
            given normal, proper and intended usage, for [**] months from the
            date of shipment of the Draeger BISx System to the Draeger end
            customer site or [**] months from the date of shipment by Aspect to
            Draeger, whichever is less. This warranty shall not apply to
            expendable components and supply items, such as, but not limited to,
            cables (except for failures occurring within [**] days of receipt of
            shipment by Draeger), or disposable items such as an Aspect BIS
            Sensor after the expiration date marked on the Aspect BIS Sensor
            packaging. Aspect shall not have any obligation under this Agreement
            to make repairs or replacements which are required by normal wear
            and tear, or which result, in whole or in part, from catastrophe,
            fault or negligence of Draeger, or anyone claiming through or on
            behalf of Draeger, or from improper or unauthorized use of Aspect
            Products, or use of Aspect Products in a manner for which they were
            not designed, or by causes external to Aspect Products such as, but
            not limited to, power or air conditioning failure.

      11.2  Warranty Procedures.

            Draeger shall notify Aspect of any Aspect Products which it believes
            to be defective during the applicable warranty period and which are
            covered by the warranties set forth in Section 11.1. At Aspect's
            option, such Aspect Products shall be returned by Draeger to
            Aspect's designated facility for examination and testing, or may be
            repaired on site by Aspect. Aspect shall either repair or replace,
            within [**] days of receipt by Aspect, any such Aspect Product found
            to be defective and return these Products to Draeger. Transportation
            and insurance costs shall be borne by Aspect. Should Aspect's
            examination and testing disclose that there was no defect covered by
            the foregoing warranty, Aspect shall so advise Draeger and dispose
            of or return the Aspect Product in accordance with Draeger's
            instructions and at Draeger's expense, and Draeger shall reimburse
            Aspect for transportation and insurance costs.

      11.3  Repair Warranty.

            Aspect warrants its repair work

FINAL                                 11/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            and/or replacement parts for the duration of the original warranty
            period as set forth in Section 11.1 or at least [**] months,
            whichever is longer.

      11.4  DISCLAIMER OF WARRANTIES.

            THE PROVISIONS OF THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER
            WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING ANY
            WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
            NONINFRINGEMENT.

12.   SERVICE AND SUPPORT

      12.1  Service and Support.

            Draeger shall be responsible for providing installation, customer
            training, service and support (including repair) to its end
            customers for the Aspect Products Draeger sells to such customers,
            and Draeger shall bear all related costs incurred for labor, parts,
            or travel to perform such service.

      12.2  Service Training.

            Aspect agrees to provide initial service training, without charge to
            Draeger, to a mutually agreed upon number of Draeger service
            representatives prior to the market release of the BISx Systems, as
            well as periodic (typically [**]) ongoing training for existing and
            new Draeger service personnel.

      12.3  Service Period.

            For a period of [**] years following the last delivery to Draeger of
            the applicable Aspect Product ordered by Draeger hereunder, Aspect
            shall use its reasonable efforts to make available repair service
            (or at Aspect's sole discretion, exchange units for the Aspect
            Products) for purchase by Draeger and third party users of the
            Aspect products at Aspect's then-current prices for such repair
            services and exchange units. After expiry of this [**] year period,
            Aspect may, in its sole discretion, continue to supply repair
            services (and/or exchange units for the Aspect Products) subject to
            the mutual written agreement of the Parties.

      12.4  Service Reporting.

            For a period of ten (10) years, Aspect shall maintain a complete
            record of all repair activities performed on any Aspect Products
            received for repair.

13.   QUALITY ASSURANCE.

      13.1  Certification Status. Both parties agree to maintain, as applicable,
            ISO900x or ISO13485, EN460x, European directive 93/42/EEC Annex II
            ("MDD AX-II") certification status and compliance with the U.S. Food
            and Drug Administration's ("FDA") Quality System Regulation ("QSR"),
            the European Medical Device Directive ("MDD"), and other appropriate
            regulations pertinent to the development, manufacturing and
            marketing of medical products similar to the Aspect Products.

      13.2  Aspect Product Compliance. All Aspect Products sold by Aspect under
            this Agreement shall fully comply with the above quality
            requirements and guidelines

FINAL                                 12/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            (MDD AX-II, FDA QSR, etc.)

      13.3  QA and Regulatory Audits. Aspect shall permit Draeger's Quality
            Assurance department to conduct a reasonable audit of its facilities
            at a mutually agreed upon date after the date of this Agreement for
            the purpose of approving its status as an OEM supplier, and
            reasonable periodic audits thereafter for the purpose of confirming
            continuing compliance with applicable quality and regulatory
            requirements and guidelines. Such audits shall be scheduled with at
            least [**] advance notice during normal business hours and shall not
            take place more than once per calendar year. All costs incurred by
            Draeger for such audits shall be the sole responsibility of Draeger.

14.   REGULATORY MATTERS.

      14.1  Aspect Products.

            Aspect shall assume full regulatory responsibility for the Aspect
            Products, including obtaining and maintaining all applicable
            governmental authorizations and regulatory approvals required to
            distribute the Aspect BISx Kit. Both Parties shall work together to
            develop a regulatory plan which defines precisely what the
            regulatory and localization requirements are for Draeger. In
            particular, Aspect shall be responsible for generating its own
            Device Master Record for the Aspect BISx Kit. It is understood that
            the Aspect BISx Kit shall be a component of the Draeger BISx System.
            The Aspect product shall be labeled as manufactured by Aspect and
            include the Aspect CE mark.

      14.2  Draeger BISx System.

            Draeger shall assume the regulatory responsibility for the Draeger
            BISx System. Aspect shall provide commercially reasonable support to
            Draeger as required in the process of obtaining regulatory approvals
            by making available to Draeger any required information, data,
            certificates, or technical files in the requested formats as
            requested by the regulatory authorities.

      14.3  Product Complaints and Incident Reporting.

            Draeger and Aspect shall inform each other's Regulatory Affairs
            office (in writing) within [**] about any event involving mutually
            used technology that may require mandatory incident reporting to US
            & International Regulatory Agencies. Draeger and Aspect shall inform
            each other (in writing) within [**] business days of a customer
            complaint regarding the Draeger BISx System or Aspect BIS Sensors
            that were used in conjunction with a Draeger BISx System and
            relating to Aspect technology. Both parties will cooperate and use
            commercially reasonable efforts to resolve such customer complaints.
            Closure of any customer such complaints relating to the Draeger BISx
            will occur when Draeger notifies Aspect that the problem is
            resolved. Closure of any customer complaint relating solely to
            Aspect Products or Aspect BIS Sensors will occur when Aspect
            notifies Draeger that the problem is resolved.

      14.4  Notifications to Draeger.

FINAL                                 13/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            Aspect agrees to promptly inform Draeger of any official
            observations of FDA relating to any Aspect Product manufactured for
            Draeger or the manufacturing of such Product as well as Aspect's
            response to such findings. Aspect will immediately inform Draeger of
            any Aspect Product manufactured for Draeger that does not meet the
            Specifications or does not perform as intended or any information
            which may suggest that an Aspect Product manufactured for Draeger
            does not meet the Specifications or does not perform as intended, as
            well as any possible Medical Device Report ("MDR") reportable event
            of which it becomes aware.

      14.5  Recall.

            If any government agency requires Draeger to recall, destroy and/or
            withhold from marketing or selling any Product that are still under
            Aspect's warranty pursuant to this Agreement ("Recall") based upon
            such agency's reasonable determination that Aspect's workmanship in
            manufacturing such Products is the sole and direct cause of the
            Product defect necessitating the Recall ("Covered Products"), Aspect
            shall, subject to the parties' mutual written agreement by
            authorized representatives, (i) repair or replace, at Aspect's sole
            discretion, the Covered Products without charge to Draeger, and (ii)
            reimburse Draeger for its reasonable out-of-pocket expenses actually
            incurred by Draeger, as evidenced by supporting documentation
            provided to Aspect, in connection with Draeger's implementation of
            the Recall. Draeger shall bear all costs and expenses, and shall
            indemnify and hold Aspect and its Affiliates harmless, for any
            Product recall to the extent such recall is the result of any act or
            omission attributable to Draeger. This clause shall survive the
            expiration or termination of this Agreement.

      14.6  Delegation.

            Draeger may at its sole discretion delegate some of the obligations
            under this Section 14 to its sub-distributors. Notwithstanding
            anything to the contrary herein, Draeger shall remain responsible
            for compliance with this Section 14 even after such delegation.

      14.7  Traceability.

            Draeger agrees to maintain traceability through serial number and/or
            lot code for all Aspect products shipped to customer.

15.   PRODUCT CHANGES; DISCONTINUED PRODUCTS; FUTURE PRODUCTS; CONTINUED SUPPLY,
      ENGINEERING CHANGES.

      15.1  Software Updates.

            Aspect shall make available to Draeger all future software features
            and performance improvements to the BIS software in the Aspect BISx
            Kit.

      15.2  Product Changes

            Aspect shall have the right, at any time and from time to time, to
            make substitutions and modifications to Aspect Products, provided
            that such substitutions or modifications shall not materially affect
            form, fit, function,

FINAL                                 14/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            reliability, serviceability, performance, functional
            interchangeability or interface capability of Aspect Products. In
            the event that any proposed substitution or modification affects, in
            Aspect's reasonable judgment, the form, fit, function, reliability,
            serviceability, performance, functional interchangeability or
            interface capability of an Aspect Product, Aspect shall give Draeger
            written notice of such proposed substitution or modification at
            least [**] days prior to its taking effect and Draeger shall have
            the right, during such [**] day period and for [**] days thereafter,
            to order Aspect Products without such substitution or modification
            for delivery up to [**] days after such substitution or modification
            takes effect. Aspect shall provide the appropriate verification and
            validation information for evaluating the effect of the change on
            the Draeger BISx System.

      15.3  Discontinued Products.

            Aspect agrees to notify Draeger in writing not less than [**] months
            in advance of the discontinuance of any Aspect Products purchased by
            Draeger. Draeger shall be able to place orders for at least [**]
            months after receipt of the written notice in any case. In addition,
            Draeger shall be entitled to determine its lifetime-buy quantities
            and place a corresponding last purchase order.

      15.4  Draeger-Initiated Product Engineering Changes

            Draeger may from time to time request in writing that Aspect
            implement an Engineering Change. Such request shall be accompanied
            by an Engineering Change Order ("ECO") form or equivalent with a
            written description of the proposed Engineering Change sufficient to
            permit Aspect to evaluate its feasibility, a revised Bill of
            Materials ("BOM"), drawings, media, and a proposed implementation
            date. Within a maximum of [**] business days of such request, Aspect
            will advise Draeger in writing of the conditions under which Aspect
            would implement the Engineering Change, if any. Aspect's evaluation
            will include, at a minimum, the cost to implement, any cost savings
            or increase as a result of the Engineering Change. The parties shall
            agree to any Engineering Change that may apply directly to the unit
            price of a Product within a maximum of [**] business days from the
            date that Aspect receives Draeger's notice of an Engineering Change.
            Purchase Orders shall be amended accordingly. In the event that
            Draeger designates an Engineering Change as "URGENT" or "RUSH",
            Aspect will use all reasonable efforts to respond to Draeger's
            request within [**] of receipt. If any Engineering Change causes an
            increase or decrease in the total number of Products due under a
            purchase order issued hereunder or in the time required for its
            performance, an equitable adjustment shall be made, provided,
            however, that any claim by either party must be made in writing in
            the form of a quotation within thirty (30) days from the
            acknowledged receipt date of the change notice by Aspect.

      15.5  Disposition of Product Parts

            If an Engineering Change is implemented by Aspect, Aspect will
            notify Draeger in writing of the disposition to be made of those
            parts affected in raw inventory, work in process, and finished

FINAL                                 15/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            goods. Further, Aspect will advise Draeger of the disposition of
            current purchase orders not yet processed at the time of the
            Engineering Change. Aspect and Draeger shall mutually agree on
            reimbursement to Aspect for any and all obsolete materials and
            rework that result from the implementation of any Draeger-initiated
            Engineering Changes prior to Aspect initiating implementation of the
            same. Aspect will use all reasonable efforts to minimize the cost
            exposure generated by obsolete Product parts. Aspect will make all
            reasonable efforts to return all goods to suppliers prior to
            reimbursement and settlement. Notwithstanding anything to the
            contrary contained herein, Draeger's liability for any material
            identified by Aspect as obsolete due to the implementation of any
            Draeger-initiated ECO will be limited to that quantity and price
            identified by Aspect at the time of Aspect's notice of acceptance of
            the ECO.

16.   OWNERSHIP AND PROTECTION OF RESULTS.

      16.1  No Transfer of Ownership.

            It is expressly agreed that neither Aspect nor Draeger shall
            transfer to the other Party any patent rights, copyrights or other
            intellectual property of any kind that either Party owns as of the
            date of this Agreement.

      16.2  Models, Patterns, Dies, etc.

            The Party paying for the design, development and manufacture of any
            models, patterns, dies, molds, jigs, fixtures, and other tools made
            for or obtained in connection with this Agreement shall have title
            thereto, and possession thereof shall be transferred to such title
            holder no later than thirty (30) days after termination of this
            Agreement.

17.   DOCUMENTATION AND TRAINING.

      Aspect agrees to provide Draeger with product literature, sales team and
      customer training tools, operations and maintenance manuals, and other
      existing information to train the Draeger sales team to sell and maintain
      Aspect Products.

18.   CONFIDENTIALITY.

      No confidential information disclosed by either Party to the other in
      connection with this Agreement shall be disclosed to any person or entity
      other than the recipient Party's employees and contractors directly
      involved with the recipient Party's use of such information who are bound
      by written agreement to protect the confidentiality of such information,
      and such information shall otherwise be protected by the recipient Party
      from disclosure to others with the same degree of care accorded to its own
      confidential information of like importance. In addition, each Party and
      its representatives shall use the confidential information only for the
      purposes specified under this Agreement and such information shall not be
      used for any other purpose without the prior written consent of the
      disclosing Party. Both sides should consider as confidential and protect
      any information that could reasonably be construed as confidential. This
      would include but

FINAL                                 16/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      not be limited to, technical information and specifications, sales plans
      including customer names and locations and product information including
      new developments and product roadmaps. Information shall not be subject to
      this provision if it is or becomes a matter of public knowledge without
      the fault of the recipient Party, if it was a matter of written record in
      the recipient Party's files prior to disclosure to it by the other Party,
      if it was or is received by the recipient Party from a third person under
      circumstances permitting its unrestricted disclosure by the recipient
      Party, or if it was independently developed by the recipient Party without
      reference to the confidential information. Upon termination of this
      Agreement, each Party shall promptly destroy all confidential information
      of the other Party in the possession or control of such Party and all
      copies thereof, provided that each Party may retain one copy thereof for
      archival purposes. The obligations under this Section 18 shall continue
      for both Parties for a period of five (5) years after delivery by Aspect
      to Draeger of the last Aspect Product under this Agreement. Draeger is
      entitled to transmit confidential information of Aspect to Draeger
      subsidiaries and affiliated companies. In such case these subsidiaries and
      affiliated companies may only use such information to the same extent as
      Draeger is entitled to use such information under this Agreement. Draeger
      shall be responsible if any of these subsidiaries and affiliated companies
      fails to comply with the confidentiality provisions of this Agreement.

19.   INDEMNITIES.

      19.1  Indemnification by Aspect.

            (a)   Aspect represents and warrants that it has not granted
                  anywhere in the world any exclusive licenses or exclusive
                  sublicenses in the Aspect Products that would prevent it from
                  granting Draeger the licenses set forth in Section 4.2 (Aspect
                  Software License). Aspect also represents and warrants that it
                  has the right and authority to engage in the joint development
                  of the Draeger BISx system as contemplated hereunder and
                  further, that to its knowledge, such activity will not
                  infringe upon or misappropriate any third party's intellectual
                  property rights or violate the terms of any agreement Aspect
                  has entered into with a third party.

            (b)   Aspect warrants that it will deliver all Aspect Products free
                  from the rightful claims of any third party for infringement
                  of any Patents, Trademarks or Copyrights or misappropriation
                  of Trade Secrets. Aspect also warrants that as of the date of
                  this Agreement, Aspect has received no notice of a claim of
                  infringement or misappropriation from any third party
                  regarding Aspect Products. Draeger's exclusive remedy with
                  respect to breach of any warranty provided in this Section
                  19.1 shall be that Aspect will defend at its own expense, and
                  will pay the costs and damages (including reasonable attorneys
                  fees, other professional fees and other costs of litigation or
                  settlement) made in settlement or awarded as a result of, any
                  action brought against Draeger or any of Draeger's customers
                  based on an allegation of such infringement or
                  misappropriation with respect to any Aspect

FINAL                                 17/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                  Product.

            (c)   In the event that any claim is brought against Draeger as a
                  result of personal injuries and/or property damages resulting
                  from that portion of the Draeger BISx System developed and
                  manufactured by Aspect, and provided further that such claims
                  are a result of the defective design or manufacture of the
                  Aspect Products, do not arise as a result of the misuse of the
                  Aspect Products, or the use of the Aspect Products in an
                  application for which it was not designed by Aspect, where
                  such claim would not have occurred but for such misuse or use,
                  Aspect agrees that it shall indemnify and hold Draeger and its
                  directors, officers, employees, representatives and agents
                  harmless from and against any damages, liabilities, costs and
                  expenses (including reasonable attorneys' and other
                  professional fees and other costs of litigation) arising out
                  of such claim, provided that the procedures set forth in
                  Section 19.3 are followed.

      19.2  Indemnification by Draeger.

            (a)   Draeger represents and warrants that it has the right and
                  authority to engage in the development of the Draeger BISx
                  System as contemplated hereunder and that to its knowledge
                  such activity will not infringe upon or misappropriate any
                  third party's intellectual property rights or violate the
                  terms of any agreement Draeger has entered into with a third
                  party.

            (b)   Draeger warrants that all Draeger Patient Monitors used with
                  Aspect Products will be free from the rightful claims of any
                  third party for infringement of any Patents, Trademarks or
                  Copyrights or misappropriation of Trade Secrets. Draeger
                  warrants that as of the date of this Agreement, Draeger has
                  received no notice of a claim of infringement or
                  misappropriation from any third party regarding the Draeger
                  Patient Monitors. Aspect's exclusive remedy with respect to
                  breach of any warranty provided in this Section 19.2 shall be
                  that Draeger will defend at its own expense, and will pay the
                  costs and damages (including reasonable attorneys fees, other
                  professional fees and other costs of litigation or settlement)
                  made in settlement or awarded as a result of, any action
                  brought against Aspect based on an allegation of such
                  infringement or misappropriation with respect to any
                  Draeger-supplied component of the Draeger BISx System.

            (c)   In the event that any claim is brought against Aspect as a
                  result of personal injuries and/or property damages resulting
                  from the Draeger BISx System, and provided further that such
                  claims do not arise as a result of the defective design or
                  manufacture of that portion of the Draeger BISx System
                  developed or manufactured by Aspect, Draeger agrees that it
                  shall indemnify and hold Aspect and its directors, officers,
                  employees, representatives and agents harmless from and
                  against any damages,

FINAL                                 18/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                  liabilities, costs and expenses (including reasonable
                  attorneys' and other professional fees and other costs of
                  litigation) arising out of such claim, provided that the
                  procedures set forth in Section 19.3 are followed.

      19.3  Indemnification Procedures.

            (a)   In the event that any person intends to claim indemnification
                  pursuant to this Agreement, (an "Indemnitee"), it shall
                  promptly notify the indemnifying Party (the "Indemnitor") in
                  writing of such alleged liability, provided that the failure
                  to promptly notify the Indemnitor shall not relieve the
                  Indemnitor of any obligation under this Agreement except to
                  the extent such failure to provide prompt notice adversely
                  impairs the Indemnitor's ability to defend against the claim,
                  suit or proceeding.

            (b)   The Indemnitor shall have the sole right to control the
                  defense and settlement thereof, provided, that (i) the
                  Indemnitor may not consent to imposition of any obligation or
                  restriction on the Indemnitee in any settlement unless
                  mutually agreed among Aspect and Draeger (ii) Indemnitor shall
                  keep Indemnitee fully informed and permit the Indemnitee to
                  participate (at Indemnitee's expense) as the Indemnitee may
                  reasonably request and (iii) Indemnitee may, without affecting
                  its right to indemnity hereunder, defend and settle any such
                  claim, suit or proceeding if Indemnitor declines to defend
                  against such claim, suit or proceeding or Files for
                  Bankruptcy. The Indemnitee shall cooperate with the Indemnitor
                  and its legal representatives in the investigation of any
                  action, claim or liability covered by this Agreement.

            (c)   The Indemnitee shall not, except at its own cost, voluntarily
                  make any payment or incur any expense with respect to any
                  claim or suit without the prior written consent of Indemnitor,
                  which Indemnitor shall not be required to give, provided that
                  the Indemnitee may, without affecting its right to indemnity
                  hereunder, defend and settle any such claim, suit or
                  proceeding if the Indemnitor declines to take responsibility
                  or Files for Bankruptcy.

20.   TRADEMARKS.

      20.1  Trademarks.

            (a)   Ownership.

                  Draeger acknowledges and agrees that Aspect is the sole and
                  exclusive owner of all right, title and interest in, or has
                  valid licenses to the trademarks (the "Aspect Trademarks")
                  identified on Exhibit D (Aspect Trademarks). Aspect
                  acknowledges and agrees that Draeger is the sole and exclusive
                  owner of all right, title and interest in and to the
                  trademarks (the "Draeger Trademarks") identified on Exhibit D
                  (collectively the "Trademarks"). Each Party recognizes the
                  value of the other Party's

FINAL                                 19/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                  Trademarks and the good will associated with the other Party's
                  Trademarks. Draeger agrees that its use of the Aspect
                  Trademarks and any good will arising therefrom shall inure to
                  the benefit of Aspect. Aspect agrees that its use of the
                  Draeger Trademarks and any good will arising therefrom shall
                  inure to the benefit of Draeger. Nothing contained herein
                  shall create, nor shall be construed as an assignment of, any
                  right, title or interest in or to the Aspect Trademarks to
                  Draeger, or the Draeger Trademarks to Aspect, other than the
                  grant of the licenses in Section 20.1 (c) below; it being
                  acknowledged and agreed that all other right, title and
                  interest in and to the Aspect Trademarks is expressly reserved
                  by Aspect and its licensors, and all other right, title and
                  interest in and to the Draeger Trademarks is expressly
                  reserved by Draeger. Each Party shall keep the other Party's
                  Trademarks free from all liens, mortgages or other
                  encumbrances. Each Party agrees that it shall not attack or
                  otherwise challenge the title, validity or any other rights of
                  the other Party in or to its Trademarks.

            (b)   Notice.

                  All Draeger BISx Systems that use the Aspect Trademarks shall
                  be accompanied, where reasonable and appropriate, by a
                  proprietary notice consisting of the following elements:

                  (i)   The statement "[insert trademark(s)] is a trademark(s)
                        of [or licensed to] Aspect Medical Systems, Inc."

                  (ii)  Draeger shall include the "(TM)" or "(R)" symbol, as
                        instructed by Aspect, after the first prominent use of
                        the Aspect Trademark in the Draeger Patient Monitor and
                        related materials. Draeger shall have a period of sixty
                        (60) days in which to begin to use the "(R)" symbol in
                        replacement of the "(TM)" symbol upon receiving
                        instructions to do so by Aspect for all new stock of
                        such materials. Draeger may continue to deliver stocked
                        literature printed before the change becomes effective.

            (c)   License.

                  Aspect hereby grants to Draeger (and Draeger's Affiliates) a
                  nonexclusive, worldwide, royalty-free license (without the
                  right to sublicense) to use Aspect's Trademarks on the Draeger
                  Patient Monitor screen display, the operator manuals provided
                  by Draeger to its customers, or other locations designed to
                  designate or promote the inclusion of BIS technology in the
                  Draeger systems. Aspect shall have the right to use Draeger's
                  trademarks only with Draeger's prior written consent, which
                  consent shall be granted in Draeger's sole discretion. Neither
                  Party shall have any other right to use, display or utilize
                  the other Party's Trademarks for any other purpose or in any
                  other manner.

FINAL                                 20/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            (d)   Quality Standards.

                  (i)   Inspection.

                        In the event that a Party uses the other Party's
                        Trademarks as authorized herein, then, upon reasonable
                        notice and request, the licensee Party will furnish to
                        the licensor Party samples of the licensee Party's
                        applicable advertising and promotional materials as
                        necessary to allow the licensor Party to monitor
                        compliance with this Agreement. In addition, upon
                        reasonable notice and request, each licensee Party will
                        permit the licensor Party to examine any products
                        bearing the licensor Party's Trademarks to verify that
                        such .products meet the licensor Party's quality control
                        standards for such products. If such products do not
                        meet the licensor Party's quality control standards, the
                        licensee Party shall not distribute such products with
                        the licensor Party's Trademarks.

                  (ii)  Protection and Infringement.

                        Each Party agrees to cooperate with and assist the other
                        Party in obtaining, maintaining, protecting, enforcing
                        and defending the other Party's proprietary rights in
                        and to its Trademarks. In the event that either Party
                        learns of any infringement, threatened infringement or
                        passing-off of the other Party's Trademarks, or that any
                        third party claims or alleges that the other Party's
                        Trademarks infringe the rights of the third party or are
                        otherwise liable to cause deception or confusion to the
                        public, the Party obtaining such information shall
                        notify the other Party giving the particulars thereof,
                        and if such claims or allegations relate to this
                        Agreement, the Draeger BISx System, the Aspect BISx Kit
                        or Aspect Products sold hereunder, shall provide
                        necessary information and assistance reasonably
                        requested by such other Party (at the requesting Party's
                        cost and expense) in the event that such other Party
                        decides that proceedings should be commenced.

            (e)   Termination.

                  In addition to the termination rights set forth in Section 22
                  hereof, in the event that either Party is in material breach
                  of any provision of this Section 20, the non-breaching Party
                  may, upon thirty (30) days written notice, terminate the
                  license granted in Section 20.1 (c) if the breaching Party
                  does not cure such breach or default within such thirty (30)
                  day period. In addition to the provisions of Section 22
                  hereof, upon termination of the license granted in Section
                  20.1 (c), or upon termination of this Agreement, for whatever
                  cause:

                  (i)   Each Party shall immediately cease and desist from any
                        further use of the other

FINAL                                 21/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                        Party's Trademarks and any trademarks confusingly
                        similar thereto, either directly or indirectly;

                  (ii)  All rights in the Aspect Trademarks granted to Draeger
                        hereunder shall immediately terminate, and all rights in
                        the Draeger Trademarks granted to Aspect hereunder shall
                        immediately terminate.

            (f)   Promotional Claims.

                  The general form of any promotional claims by Draeger
                  regarding Aspect's Bispectral Index technology and/or the
                  integration of Aspect's Bispectral Index technology in Draeger
                  Patient Monitors, and the specific form of the use of Aspect's
                  trade names and Trademarks, and of intended use claims
                  regarding Aspect's Bispectral Index technology, in promotional
                  material, advertisement, and/or in written technical
                  literature shall be subject to review and approval by Aspect
                  prior to its publication or display. The general form of any
                  promotional claims by Aspect regarding Draeger's Patient
                  Monitors or the integration of Aspect's Bispectral Index
                  technology in Draeger Patient Monitors, and the specific form
                  of the use of Draeger's trade names and Trademarks, and of
                  intended use claims regarding the Draeger BISx Systems, in
                  promotional material, advertisement, and/or in written
                  technical literature shall be subject to review and approval
                  by Draeger prior to its publication or display.

21.   EXPORT.

      Draeger shall not export, directly or indirectly, Aspect Products
      (including when integrated into a Draeger Patient Monitor) or other
      products, information or materials provided by Aspect hereunder, to any
      country for which the United States requires any export license or other
      governmental approval at the time of export without first obtaining such
      license or approval. It shall be Draeger's responsibility to comply with
      the latest United States export regulations, and Draeger shall defend and
      indemnify Aspect from and against any damages, fines, penalties,
      assessments, liabilities, costs and expenses (including reasonable
      attorneys' fees and court costs) arising out of any claim that Draeger
      Patient Monitors or other products, information or materials provided by
      Aspect hereunder were exported or otherwise shipped or transported in
      violation of applicable laws and regulations.

22.   TERM; DEFAULT AND TERMINATION.

      22.1  Term and Renewal.

            The initial term of this Agreement shall commence on the Effective
            Date and shall continue for a period of five (5) years following
            introduction of the Draeger BISx System. The term of this Agreement
            shall thereafter be renewed automatically for successive twelve (12)
            month periods, unless either Party provides written notice of

FINAL                                 22/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            termination to the other Party at least sixty (60) days prior to
            expiration of the Agreement.

      22.2  Termination for good cause.

            (a)   Termination by Aspect.

                  The Agreement may be terminated by Aspect giving thirty (30)
                  days prior written notice to Draeger in the event Draeger has
                  not filed a 510(k) submission with the FDA for the Draeger
                  BISx System by [**], but only if Aspect has provided an Aspect
                  BISx Kit consistent with the specifications outlined in
                  Exhibit B to Draeger by [**].

            (b)   Termination by Draeger.

                  The Agreement may be terminated by Draeger giving thirty (30)
                  days prior written notice to Aspect if Aspect has failed to
                  provide an Aspect BISx Kit consistent with the specifications
                  outlined in Exhibit B to Draeger by [**].

            (c)   Material Competitive Features.

                  Draeger may terminate this Agreement if the Aspect BISx Kit
                  does not have material competitive features for measuring the
                  hypnotic effects of anesthetic and sedative agents on the
                  brain. In order to exercise its rights under this Section
                  22.2(c), Draeger must provide [**] prior written notice to
                  Aspect, specifying in reasonable detail the material features
                  or capabilities that are required. Following receipt of such
                  notification, Aspect shall have [**] to include such features
                  in the Aspect BISx Kit. If at the end of such [**] period,
                  Aspect is unable to do so, Draeger may terminate the
                  Agreement.

      22.3  Events of Default.

            The following shall constitute events of default under this
            Agreement:

            (i)   if either Party assigns this Agreement or any of its rights or
                  obligations hereunder without the prior written consent of the
                  respective other Party, except: (a) as specifically permitted
                  under this Agreement; or (b) in connection with the sale or
                  other transfer of such Party's business to which this
                  Agreement relates (the word "assign" to include, without
                  limiting the generality thereof, a transfer of a majority
                  interest in the Party) or

            (ii)  if either Party shall neglect or fail to perform or observe
                  any of its material obligations to the other Party hereunder,
                  including, without limiting the generality thereof, the timely
                  payment of any undisputed sums due, and such failure is not
                  cured within thirty (30) days after written notice thereof
                  from the other Party; or

FINAL                                 23/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            (iii) if there is (a) a dissolution, termination of existence,
                  liquidation, insolvency or business failure of either Party,
                  or the appointment of a custodian or receiver of any part of
                  either Party's property, if such appointment is not terminated
                  or dismissed within thirty (30) days; (b) a composition or an
                  assignment or trust mortgage for the benefit of creditors by
                  either Party; (c) the commencement by either Party of any
                  bankruptcy proceeding under the United States Bankruptcy Code
                  or any other federal or state bankruptcy, reorganization,
                  receivership, insolvency or other similar law affecting the
                  rights of creditors generally; or (d) the commencement against
                  either Party of any proceeding under the United States
                  Bankruptcy Code or any other federal or state bankruptcy,
                  reorganization, receivership, insolvency or other similar law
                  affecting the rights of creditors generally, which proceeding
                  is not dismissed within thirty (30) days ("File for
                  Bankruptcy").

      22.4  Remedies.

            Upon any event of default, and in addition to any other remedies
            either Party may have at law or in equity, the non-defaulting Party
            may terminate the Agreement, cancel any outstanding Order, refuse to
            make or take further Orders or deliveries, and declare all
            obligations immediately due and payable. Any such termination or
            other action taken by the non-defaulting Party pursuant to this
            Section 22.4 shall not relieve the defaulting Party of its
            obligations hereunder and the non-defaulting Party shall retain all
            legal and equitable remedies after such termination.

23.   INSURANCE.

      Upon request, Aspect shall provide evidence of product liability, general
      liability and property damage insurance against an insurable claim or
      claims which might or could arise regarding Aspect Products purchased from
      Aspect. Such insurance shall contain a minimum limit of liability for
      bodily injury and property damage of not less than 1,000,000 (one million)
      US$.

24.   DISPUTE RESOLUTION

      24.1  General.

            Any dispute, controversy or claim arising out of or relating to this
            Agreement or any related agreement or the validity, interpretation,
            breach or termination thereof (a "Dispute"), including claims
            seeking redress or asserting rights under applicable law, shall be
            resolved in accordance with the procedures set forth herein. Until
            completion of such procedures, no Party may take any action not
            contemplated herein to force a resolution of the Dispute by any
            judicial or similar process, except to the limited extent necessary
            to; (i) avoid expiration of a claim that might eventually be
            permitted hereby; or (ii) obtain interim relief, including
            injunctive relief, to preserve the status quo or prevent irreparable
            harm.

FINAL                                 24/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      24.2  Waiver.

            In connection with any Dispute, the parties expressly waive and
            forego any right to (i) punitive, exemplary, statutory, enhanced or
            other indirect damages in excess of compensatory damages and (ii)
            trial by jury.

      24.3  Good Faith Negotiations.

            Any Dispute relating to this Agreement will be resolved first
            through good faith negotiations between appropriate management-level
            representatives of each Party having responsibility for the sale or
            use of products involved.

      24.4  Mediation.

            If within sixty (60) days the parties are unable to resolve the
            Dispute through good faith negotiation, either Party may submit a
            Dispute for resolution by mediation pursuant to the Center for
            Public Resources Model Procedure for Mediation of Business Disputes
            as then in effect. The mediation shall be conducted in Boston,
            Massachusetts. Mediation will continue for at least thirty (30) days
            unless the mediator chooses to withdraw sooner. At the request of
            either Party, the mediator will be asked to provide an evaluation of
            the Dispute and the Parties' relative positions. Each Party shall
            bear its own costs of mediation effort.

      24.5  Arbitration.

            After completion of any mediation effort, a Party may submit the
            Dispute for resolution by arbitration pursuant to the
            Non-Administered Arbitration Rules of the Center for Public
            Resources as in effect on the date hereof, unless the parties agree
            to adopt such rules as in effect at the time of the arbitration. The
            arbitral tribunal shall be composed of one arbitrator; and the
            arbitration shall be conducted in Boston, Massachusetts. If the
            resolution of the Dispute is not found within the terms of this
            Agreement, the arbitrator shall determine the Dispute in accordance
            with the governing law of the Agreement, without giving effect to
            any conflict of law rules or other rules that might render such law
            inapplicable or unavailable. The prevailing Party in any arbitration
            conducted under this Section shall be entitled to recover from the
            other Party (as part of the arbitral award or order) its reasonable
            attorneys' fees and other costs of arbitration. The arbitrator shall
            not award punitive damages as part of the arbitration settlement.

      24.6  Applicable Law.

            The law applicable to the validity of this arbitration provision,
            the conduct of the arbitration, the challenge to or enforcement of
            any arbitral award or order or any other question of arbitration law
            or procedure shall be governed exclusively by the Federal
            Arbitration Act, 9 U.S.C. sections 1-16; however, the award can be
            modified or vacated on grounds cited in the Federal Arbitration Act
            or, if the arbitrator's findings of facts are not supported by
            substantial evidence or the conclusions of law are erroneous, under
            the laws of the Commonwealth of Massachusetts. The place of
            arbitration shall be in Boston, Massachusetts. The Parties agree
            that the federal and

FINAL                                 25/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            state courts located in the Commonwealth of Massachusetts shall have
            exclusive jurisdiction over any action brought to enforce this
            arbitration provision, and each Party irrevocably submits to the
            jurisdiction of said courts. Notwithstanding the foregoing sentence,
            either Party may apply to any court of competent jurisdiction,
            wherever situated, for enforcement of any judgment on an arbitral
            award.

      24.7  Time Limit.

            Except as time barred under any applicable statute of limitations of
            lesser duration, any claim by either Party shall be time-barred
            unless the asserting Party commences an arbitration proceeding with
            respect to such claim within two (2) years after the cause of action
            has accrued.

      24.8  Provisional or Interim Judicial Measures.

            Notwithstanding any other provision of this Agreement, the Parties
            expressly agree that prior to the first meeting of the arbitrator
            either Party shall have the right to apply to any state or federal
            court in the Commonwealth of Massachusetts or any other court that
            would otherwise have jurisdiction, for provisional or interim
            measures.

      24.9  Consolidated Proceedings.

            Each Party hereby consents to a single, consolidated arbitration
            proceeding of multiple claims, or claims involving more than two
            parties. The prevailing Party or parties in any arbitration
            conducted under this paragraph shall be entitled to recover from the
            other Party or parties (as part of the arbitral award or order) its
            or their reasonable attorneys' fees and other reasonable costs of
            arbitration.

25.   GENERAL PROVISIONS.

      25.1  Force Majeure.

            In the event that either Party is prevented from performing, or is
            unable to perform, any of its obligations under this Agreement due
            to any act of God, fire, casualty, flood, war, strike, lock out,
            failure of public utilities, injunction or any act, exercise,
            assertion or requirement of governmental authority, epidemic,
            destruction of production facilities, insurrection, inability to
            procure materials, labor, equipment, transportation or energy
            sufficient to meet manufacturing needs, or any other cause beyond
            the reasonable control of the Party invoking this provision, and if
            such Party shall have used its best efforts to avoid such occurrence
            and minimize its duration and has given prompt written notice to the
            other Party, then the affected Party's performance shall be excused
            and the time for performance shall be extended for the period of
            delay or inability to perform due to such occurrence.

      25.2  Publicity.

            Neither Party shall originate any publicity, news release or other
            public announcement relating to this Agreement or the existence of
            an arrangement between the Parties without the

FINAL                                 26/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            prior written approval of the other Party, except as otherwise
            required by law.

      25.3  Waiver.

            The waiver by either Party of a breach or a default of any provision
            of this Agreement by the other Party shall not be construed as a
            waiver of any succeeding breach of the same or any other provision,
            nor shall any delay or omission on the part of either Party to
            exercise or avail itself of any right, power or privilege that it
            has, or may have hereunder, operate as a waiver of any right, power
            or privilege by such Party.

      25.4  No Agency.

            Nothing contained in this Agreement shall be deemed to constitute
            either Party as the agent or representative of the other Party, or
            both Parties as joint venturers or partners for any purpose. Neither
            Party shall be responsible for the acts or omissions of the other
            Party, and neither Party shall have authority to speak for,
            represent or obligate the other Party in any way without prior
            written authority from the other Party.

      25.5  Survival of Obligations.

            All obligations of either Party under Sections 11 (Warranty), 12
            (Service and Support), 14 (Regulatory Matters), 16 (Ownership and
            Protection of Results), 18 (Confidentiality), 19 (Indemnities), 20
            (Trademarks), 24 (Dispute Resolution), and 25.6 (Limitation on
            Liability) 14.5 (recall) shall survive the expiration or termination
            of this Agreement and continue to be enforceable.

      25.6  LIMITATION ON LIABILITY.

            EXCEPT AS PROVIDED IN SECTION 19, EACH PARTY'S LIABILITY ARISING OUT
            OF THE MANUFACTURE, SALE OR SUPPLYING OF PRODUCTS OR THEIR USE OR
            DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR
            OTHERWISE, SHALL NOT EXCEED ALL AMOUNTS PAID AND PAYABLE BY DRAEGER
            TO ASPECT UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE
            LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
            OTHER INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
            PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THE
            MANUFACTURE, SALE OR SUPPLYING OF PRODUCTS.

      25.7  Severability.

            In the event that any provision of this Agreement is held by a court
            of competent jurisdiction to be unenforceable because it is invalid
            or in conflict with any law of any relevant jurisdiction, the
            validity of the remaining provisions shall not be affected and the
            rights and obligations of the Parties shall be construed and
            enforced as if the Agreement did not contain the particular
            provisions held to be unenforceable, unless the stricken provisions
            affect the basis of the Agreement.

FINAL                                 27/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      25.8  Governing Law.

            This Agreement shall be governed by and construed in accordance with
            the laws of the Commonwealth of Massachusetts, without reference to
            conflict of laws principles, and the UN Convention on Contracts for
            the International Sale of Goods shall not be applicable.

      25.9  Notices.

            Any notice or communication with regard to the termination of or
            changes to this Agreement from one Party to the other shall be in
            writing and either personally delivered or sent via certified mail,
            postage prepaid and return receipt requested addressed, to such
            other Party at the address of such Party specified in this Agreement
            or such other address as either Party may from time to time
            designate by notice hereunder.

      25.10 Entire Agreement.

            This Agreement constitutes the entire agreement between the Parties.
            No waiver, consent, modification or change of terms of this
            Agreement shall bind either Party unless in writing signed by both
            Parties, and then such waiver, consent, modification or change shall
            be effective only in the specific instance and for the specific
            purpose given. There are no understandings, agreements,
            representations or warranties, expressed or implied, not specified
            herein regarding this Agreement or the Aspect Products purchased
            and/or licensed hereunder. Only the terms and conditions contained
            in this Agreement shall govern the transactions contemplated
            hereunder, notwithstanding any additional, different or conflicting
            terms which may be contained in any Order or other document provided
            by one Party to the other. Failure of either Party to object to
            provisions contained in any Order or other document provided by the
            other Party shall not be construed as a waiver of the terms and
            conditions of this Agreement nor an acceptance of any such
            provision.

      25.11 Headings.

            Captions and headings contained in this Agreement have been included
            for ease of reference and convenience and shall not be considered in
            interpreting or construing this Agreement.

      25.12 Exhibits:

            The following Exhibits shall be part of this Agreement:

                  Exhibit A: Aspect Products and Purchase Prices

                  Exhibit B: Specifications: Aspect's BISx Kit

                  Exhibit C: Contact Persons/Addresses

                  Exhibit D: Aspect and Draeger Trademarks

FINAL                                 28/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      25.13 Beneficiaries.

            Except for the provisions of Section 19 hereof, which are also for
            the benefit of the other persons indemnified, this Agreement is
            solely for the benefit of the parties hereto and their respective
            affiliates, successors in interest and permitted assigns and shall
            not confer upon any other person any remedy, claim, liability,
            reimbursement or other right in excess of those existing without
            reference to this Agreement.

      25.14 Assignment.

            Neither Party may assign or delegate this Agreement or any rights or
            obligations under this Agreement without the prior written consent
            of the other, which shall not be unreasonably withheld; provided,
            however, that Draeger may, without the prior written consent of
            Aspect, assign and delegate this Agreement and any or all of its
            rights and obligations hereunder to any of its Affiliates, and
            provided that either party shall have the right to assign this
            Agreement in connection with a sale of the business of such party to
            which this Agreement relates.

IN WITNESS WHEREOF, this Agreement has been duly executed as a sealed instrument
as of the date specified above.

Aspect Medical Systems, Inc.                  Draeger Medical Systems, Inc.

By: /s/ J. Neal Armstrong                     By: /s/ William Isenberg
    --------------------------                    ---------------------------

Title: CFO                                    Title: CEO

                                              /s/ Douglas Leavitt
                                                  Strategic Purchasing Manager

FINAL                                 29/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

EXHIBIT A

                       ASPECT PRODUCTS AND PURCHASE PRICES

A)    ASPECT BISX KIT:

      List price for the Aspect BISx Kit: $[**]

      -     Pricing is based on volume and "% of systems shipped BIS Ready"

                  -     "BIS Ready" means BIS port standard on all systems ready
                        to accept a BISx system, with BIS software installed on
                        host monitor. If a dedicated BIS port is not utilized,
                        then at least one multi-connector port must be available
                        on a system in order for that system to qualify as "BIS
                        Ready".

      -     Discount for "% of systems BIS Ready" takes effect upon commencement
            of shipment of systems that meet this criteria

      -     If Draeger offers a directly competitive product to the Draeger BISx
            System (any parameter that Draeger claims to be a measure of the
            hypnotic effect of anesthesia), the discounts for "% of Systems BIS
            Ready" will be eliminated. Only discounts based on volume of BISx
            Systems shipped will be available from that time forward.

      -     Additional incremental NRE charges and unit cost for customization
            of the product (i.e. Mold color, labeling), if included in the final
            product, will be borne by Draeger.

      -     Volume discounts are based on the total volume of BISx kits
            purchased. Each calendar year pricing levels will be set initially
            based on the volume of BISx kits [**], with subsequent volume
            discounts realized as additional volume discounts are achieved. The
            discounted price will apply only to the BISx kits purchased after
            the volume discount is achieved; it is not retroactive to BISx kits
            purchased prior to that point.

<TABLE>
<CAPTION>
SYSTEMS SHIPPED    % OF TOTAL SYSTEMS
   WITH BISx           "BIS READY"       BISx PRICE
---------------    ------------------    ----------
<S>                <C>                   <C>
     [**]                 [**]%            $[**]
                          [**]%            $[**]
                          [**]%            $[**]

     [**]                 [**]%            $[**]
                          [**]%            $[**]
                          [**]%            $[**]

     [**]                 [**]%            $[**]
                          [**]%            $[**]
                          [**]%            $[**]
</TABLE>

      -     Demonstration Aspect BISx Kit: High Volume price based on applicable
                           "BIS Ready" qualification

FINAL                                 30/36

<PAGE>

        ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

      -     Aspect and Draeger will agree to the initial size of the
            demonstration pool of Draeger BISx Systems. Demonstration kit
            pricing will be effective for the initial demonstration pool
            purchase only.

      -     Draeger will be responsible for providing Aspect with documentation,
            on a [**] basis, of the total number of Draeger BISx Systems
            installed in the [**], the locations of such Draeger BISx Systems
            and the dates of sale and installation.

B)    ASPECT BIS SENSORS

      Price for the Aspect BIS Sensors: $[**] per BIS Sensor.

      Volume discounts are based on the total volume of Aspect BIS Sensors
            purchased (excluding demonstration sensors). Each calendar year
            pricing levels will be set initially based on the volume of Aspect
            BIS Sensors [**], with subsequent volume discounts realized as
            additional volume discounts are achieved. The discounted price will
            apply only to the Aspect BIS Sensors purchased after the volume
            discount is achieved; it is not retroactive to Aspect BIS Sensors
            purchased prior to that point. The volume discounts are as follows:

<TABLE>
<CAPTION>
QUANTITY PER YEAR    BIS SENSOR PRICE
-----------------    ----------------
<S>                  <C>
       [**]               $[**]

       [**]               $[**]

       [**]               $[**]

       [**]               $[**]
</TABLE>

      Starter kit of five (5) Aspect BIS Sensors (of like kind): $[**]

      Demonstration kit of five (5) Aspect BIS Sensors (of like kind): $[**]
      NOTE: Demonstration kit Aspect BIS Sensors cannot be resold by Draeger.

      Pricing applicable to [**].

FINAL                                 31/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                                    EXHIBIT B
                         SPECIFICATIONS: ASPECT BISX KIT

            [PICTURE]

            BISx is a device that acquires up to two channels of EEG and
            computes BIS and other EEG parameters, uniting the functionality of
            the existing Aspect DSC-XP and Aspect BIS Engine. BISx is designed
            to mate with Aspect's XP platform 1 or 2 channel sensors. BISx has
            no display or user interface. It plugs into a host monitor system
            for display of EEG and processed parameters. BISx is designed for
            use wherever sedative drugs are administered, including but not
            limited to the following environments: Operating rooms, Intensive
            Care Units, Procedural Sedation, and Clinical Research areas.

            The standard BISx acquires EEG via single channel or two channel
            referential XP platform sensors and XP compatible sensors. The
            inputs are protected against damage from electrostatic discharge
            (ESD), a direct hit from an electrocautery device, and
            defibrillation of the patient to which it is attached. The BISx
            recovers from large signal saturation quickly. The BISx is resistant
            to electrosurgical (ESU) interference.

            BISx interfaces to one or more of the following interfaces: standard
            RS-232 asynchronous interface, RS-232 type asynchronous interface
            but with TTL 3.3V signal levels, Universal Serial Bus (USB)
            interface, or RS-485 interface. Availability of interfaces may be
            limited by the specific monitor cable connected to BISx. All
            interface versions also support USB interfacing for software upgrade
            and download purposes. BISx can be connected and disconnected to an
            already powered up host monitor. The host monitor should
            automatically detect its presence and configure it accordingly.

            The BISx is designed to be placed near the patient's head. It is
            unobtrusive and conveniently handled. It is sealed so as not to
            allow liquids to enter when splashed. The enclosure is not painted,
            but rather is of materials that are a solid color throughout. The
            BISx includes a convenient method for attaching and de-attaching the
            enclosure to surgical draperies, sheets, or an IV pole.

FINAL                                 32/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            The BISx connects to a sensor via the Aspect PIC Plus (Aspect part
            number 186-0107). The PIC Plus is approximately [**]. The PIC Plus
            connection is integral to the enclosure (no pigtail), and can be
            detached from the box for service or replacement without the use of
            tools. The enclosure is sealed against liquid ingress even when the
            PIC is detached.

            The BISx is attached to the host monitoring system via a [**]. The
            wire is narrow and highly flexible. The monitor connection is
            integral to the enclosure (no pigtail), and may require the use of
            tools for detachment from the box for service or replacement. The
            enclosure is sealed against liquid ingress only when the monitor
            cable is attached. The connector on the host monitor end is chosen
            in collaboration with the OEM host partner company. There are no
            adjustable parts inside the BISx. The cables may be replaced without
            opening the enclosure.

            The BISx software is stored in reprogrammable FLASH memory. Software
            upgrades can be accomplished on-site or remotely via the serial /
            USB interface. Each BISx is given a unique serial identifier,
            allowing for electronic identification and tracking of every BISx.

            [**]
            Main Parameters:          [**]
            Bispectral Index:         0 - 100 unitless scale

            USB Interface:            [**]
            RS-232 Interface:         [**]
            RS-485 Interface:         [**]

            Dimensions (main body):   [**]
                                      [**]
            Weight:                   [**]
                                      [**]
                                      [**]
            Cable Length:             [**]
                                      [**]
                                      [**]
            Temperature:              [**]
                                      [**]
            Humidity:                 [**]
                                      [**]
            Pressure:                 [**]
                                      [**]
            Electrical Safety:        [**]
            Input Impedance:          [**]
            Noise (RTI):              [**]
            Input Range:              [**]
            EEG Bandwidth:            [**]
            A/D Conversion:           [**]

FINAL                                 33/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

            Sample Rate:              [**]
            Patient Leakage:          [**]

FINAL                                 34/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                                    EXHIBIT C
                            CONTACT PERSONS/ADDRESSES

CONTACT PERSONS AND RESPONSIBILITIES AT ASPECT:

<TABLE>
<CAPTION>
                                                                                               EMAIL
                                                                                           PHONE NUMBER
    PERSON                     TITLE                        RESPONSIBILITY                  FAX NUMBER
---------------    -----------------------------    ------------------------------    -----------------------
<S>                <C>                              <C>                               <C>
Joan Rubin         Director, Global Partnerships    Contract and Marketing            jrubin@aspectms.com

Steve Mesrobian    Manager, OEM Engineering         Project Manager                   smesrobian@aspectms.com

Steve Perez        Director, Quality Systems        Quality and Regulatory Matters    sperez@aspectms.com
</TABLE>

   MAILING ADDRESS: Aspect Medical Systems, Inc.
                    141 Needham St.
                    Newton, MA 02464
                    USA

CONTACT PERSONS AND RESPONSIBILITIES AT DRAEGER:

[To be provided by Draeger within thirty (30) days of the date of this
Agreement]

<TABLE>
<CAPTION>
                                                                                               EMAIL
                                                                                           PHONE NUMBER
    PERSON                     TITLE                        RESPONSIBILITY                  FAX NUMBER
---------------    -----------------------------    ------------------------------    -----------------------
<S>                <C>                              <C>                               <C>
_______________    _____________________________    ______________________________    _______________________

_______________    _____________________________    ______________________________    _______________________

_______________    _____________________________    ______________________________    _______________________

_______________    _____________________________    ______________________________    _______________________
</TABLE>

   MAILING ADDRESS: Draeger Medical Systems, Inc.

FINAL                                 35/36

<PAGE>

         ASPECT/DRAEGER BISx DEVELOPMENT, PURCHASE AND LICENSE AGREEMENT

                                    EXHIBIT D
                          ASPECT AND DRAEGER TRADEMARKS

ASPECT TRADEMARKS        REFERENCE

Aspect(R)                Aspect  is a registered trademark of Aspect Medical
                         Systems, Inc.

A-2000(TM)               A-2000 is a trademark of Aspect Medical Systems, Inc.

Bispectral Index(R)      Bispectral is a registered trademark of Aspect Medical
                         Systems, Inc.

BIS(R)                   BIS is a registered trademark of Aspect Medical
                         Systems, Inc.

[BIS LOGO]               BIS logo is a registered trademark of Aspect Medical
                         Systems, Inc.

DRAEGER TRADEMARKS       REFERENCE

FINAL                                 36/36