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                                                                    Exhibit 10.2

(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

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

                 BISX LICENSE, DEVELOPMENT, AND SUPPLY AGREEMENT

BISx LICENSE, DEVELOPMENT AND SUPPLY AGREEMENT (hereinafter "Agreement") dated
this 17th day of October, 2005 (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 Spacelabs Medical,
Inc., a Delaware corporation, with offices at 5150 220th Ave SE, Issaquah, WA
98029 ("Spacelabs") for the development, purchase of products and the licensing
of software by Spacelabs 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 the BISx Device, a device adapted to process selected EEG
          measurements and display the results thereof ("BIS") on a host patient
          monitor system.

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

     1.3  Spacelabs desires to use Aspect's BISx technology in conjunction with
          Spacelabs' Patient Monitoring Systems.

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

2.   DEFINITIONS

<TABLE>
<S>                       <C>
Bispectral Index or BIS   Aspect's proprietary processed EEG parameter that may
                          be used as an aid in monitoring the effects of certain
                          anesthetic agents.

Spacelabs Patient         Spacelabs designed multi-parameter patient monitoring
Monitoring System(s)      systems including monitors and modules.

BISx Device               The integrated solution of Aspect's BIS processing
                          technology and digital signal conversion technology.

BISx Kit                  BISx Device, Host Monitor Cable, and PIC designed for
                          use with Spacelabs Patient Monitoring Systems.

PIC or PIC Plus           Patient interface cable

Host Monitor Cable        The cable that connects the BISx Device to the
                          Spacelabs BISx Module. This cable will be designed by
                          Aspect, with assistance from Spacelabs.
</TABLE>

<PAGE>

(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

<TABLE>
<S>                       <C>
Host Cable Connector      The connector that will be integrated into the Host
                          Monitor Cable for connection to the Spacelabs BISx
                          Module.

Spacelabs BISx Module     The Spacelabs host device that provides power,
                          communication, and control to the BISx Kit.

BIS Sensor                A single-use disposable or semi-reusable sensor
                          manufactured by Aspect for use with the BISx Kit that
                          is required to generate the Bispectral Index.

Aspect Products           BISx Kit, BIS Sensors and any other product that can
                          be ordered by Spacelabs as listed in Exhibit A.

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

Party (ies)               Aspect and Spacelabs each individually or jointly.

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

Specification             Technical Specification for the BISx Kit as attached
                          in Exhibit C.

BIS Ready                 Spacelabs patient monitor that is capable of
                          communicating with the Spacelabs BISx Module.
</TABLE>

3.   LICENSE.

     3.1  Licenses - General.

          Aspect agrees to sell to Spacelabs the Aspect Products listed on
          Exhibit A (Aspect Products and Purchase Prices). The components of the
          BISx Kits purchased from Aspect under this Agreement shall only be
          used in conjunction with the Spacelabs BISx Module which Spacelabs
          uses or sells, leases or otherwise makes available to third-party
          users in the regular course of business. The components of the BISx
          Kit shall only be resold, leased, rented, licensed or otherwise
          transferred to third parties for use with Spacelabs BISx Modules or as
          replacement parts used in BISx Kits and Spacelabs shall only sell
          Aspect approved sensor products in connection with any BISx Kits.

     3.2  Aspect Software License.

          Aspect hereby grants to Spacelabs and its Affiliates a non-exclusive
          and non-transferable license, with the right to sublicense only to
          purchasers of the Spacelabs BISx Module, during the term of the
          Agreement to use the Software loaded in the BISx Kit and related
          documentation provided by Aspect solely in connection with operation
          of the components of the BISx Kit with the Spacelabs BISx Module. All
          rights sublicensed to Spacelabs customers to use the BISx Kit shall
          survive any termination of this Agreement as long as they are in
          compliance with applicable sublicense agreements.


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

     3.3  Distribution of BIS Sensors.

          (a)  Outside of the United States

               Aspect hereby grants to Spacelabs (and Spacelabs' Affiliates) the
               right to distribute outside the United States Aspect BIS Sensors
               purchased from Aspect. The parties acknowledge that neither
               Aspect nor Spacelabs has the ability to control the actual and
               specific use of the Aspect BIS Sensors by their customers.

          (b)  Within the United States

               Spacelabs may sell one box of twenty-five (25) Aspect BIS Sensors
               with each Spacelabs BISx Module sold by Spacelabs.

               Spacelabs 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.

     3.4  Trademark License.

          Aspect hereby grants to Spacelabs (and Spacelabs' Affiliates) a
          nonexclusive, worldwide, royalty-free license (without the right to
          sublicense) to use Aspect's trademarks (as shown in Exhibit E) on the
          Spacelabs patient monitor screen display, the operator manuals
          provided by Spacelabs to its customers, or other locations designed to
          designate or promote the inclusion of BIS technology in the Spacelabs
          Patient Monitoring Systems provided that Aspect shall have the right
          to terminate such license if such products do not satisfy Aspect's
          quality standards, provided Spacelabs has been given reasonable notice
          of such standards, an explanation of how Spacelabs has failed to meet
          such standards and a reasonable opportunity to cure such failure.
          Aspect shall have the right to use Spacelabs' trademarks only with
          Spacelabs' prior written consent, which consent shall be granted in
          Spacelabs' 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.

     3.5  Labeling.

          Spacelabs Patient Monitoring Systems that have BIS capability shall be
          labeled with a mutually agreed on logo located in a mutually agreed
          upon location.

4.   PRICES

     4.1  Purchase Prices.

          The prices of Aspect Products purchased by Spacelabs 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).

     4.2  Customization Costs.

          Additional costs which have been agreed upon in writing (both NRE and
          incremental unit cost) for customization of the product (mold color,
          labeling) will be borne by Spacelabs. Spacelabs shall be responsible
          for any charges associated with scrap of inventory due to any
          subsequent changes made to customized product.


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

     4.3  Competitive Products and "BIS Ready" Price Discounts

          If Spacelabs offers a directly competitive product to the BISx Kit ,
          the discounts for "% of Systems BIS Ready" shown in Exhibit A will be
          eliminated. Only discounts based on volume of BISx Kits shipped (with
          [**]% of Systems BIS Ready) will be available from that time forward.
          Products that display a parameter claiming to be a measure of the
          hypnotic effect of anesthesia and sedation are considered to be
          directly competitive products ("Competitive Products") for the
          purposes of this Section 4.

     4.4  Notwithstanding the provisions of Section 4.3 above, in the event
          Spacelabs advises Aspect that it has begun marketing a Competing
          Product because the Bispectral Index and/or the BISx Device are no
          longer sufficiently competitive from a technological or pricing
          standpoint, the application of Section 4.3 shall be tolled for a
          period of up to six months from the date of such notification (the
          "Tolling Period"). During the Tolling Period:

               -    Spacelabs shall promptly provide Aspect with written
                    documentation of the technological or pricing issues.

               -    Aspect shall either provide documentation to (i) contest
                    such assertion by Spacelabs or (ii) correct the
                    technological or pricing issues identified by Spacelabs.

               -    Aspect and Spacelabs shall agree in writing to the rationale
                    provided to address the assertion of non-competitiveness or
                    the proposal to correct the technological or pricing issues.

               -    In the event Aspect is unable to successfully correct or
                    contest technological or pricing issues within the Tolling
                    Period, the provisions of Section 4.3 shall be deemed to be
                    void for the term of this Agreement.

               -    In the event that Aspect does correct the technological or
                    pricing issue during such six-month period, the Tolling
                    Period shall end and the provisions of Section 4.3 shall
                    once again become in effect on a going forward basis.

5.   DEVELOPMENT.

     5.1  Project Management.

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

          The Project Managers shall meet regularly based on the project needs
          to assess the project status and discuss and resolve any issues or
          problems.

          Each Party shall bear its own communication and travel costs.

     5.2  Spacelabs Responsibilities.

          (a)  Spacelabs and Aspect shall cooperate by the mutual provision of
               information necessary for the development of compatible Spacelabs
               BISx Modules and BISx


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

               Kits. Spacelabs will assume the reasonable cost, as agreed to in
               writing by the two parties, which will not be unreasonably
               withheld, for any custom modifications to the BISx Kit to meet
               the technical requirements of the Spacelabs Patient Monitoring
               Systems. Spacelabs will authorize work to be performed by Aspect
               through the Purchase Order process.

          (b)  Spacelabs will develop and own all intellectual property rights
               with respect to the necessary software for the Spacelabs BISx
               Module to communicate with the BISx Device. This software will
               allow the user to configure BIS parameters, and display the BIS
               related information on the Spacelabs Patient Monitoring System.

          (c)  Spacelabs shall integrate and test the integration of the
               components of the BISx Kit with the Spacelabs BISx Module and the
               Spacelabs Patient Monitoring System.

          (d)  Spacelabs will lend to Aspect a Spacelabs patient monitor and a
               Spacelabs BISx Module for testing purposes only. Said Spacelabs
               patient monitor and Spacelabs BISx Module will be provided to
               Aspect, at Spacelabs' cost and expense, at the appropriate time
               in the development process.

          (e)  Spacelabs will identify a Host Cable Connector that will allow
               the Host Monitor Cable to plug directly into the Spacelabs BISx
               Module.

          (f)  Spacelabs will provide Aspect with necessary mechanical interface
               information to mechanically interface the BISx Kit to Spacelabs
               BISx Module. This may include, but is not limited to, mechanical
               drawings or access to Spacelabs' third-party manufacturer of
               connectors.

          (g)  Spacelabs will pay any agreed to NRE associated with the
               development of the Spacelabs Host Monitor Cable.

     5.3  Aspect Responsibilities.

          (a)  Aspect shall provide Spacelabs with a proposal and receive
               Spacelabs authorization in writing before Aspect initiates any
               billable work or tasks.

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

          (c)  Upon Spacelabs completing the integration of the BIS Kit into the
               Spacelabs BISx Module, Aspect will verify the accurate display of
               BIS on the Spacelabs Patient Monitoring System. Once successfully
               verified, Aspect will provide Spacelabs with a certification
               letter so indicating.

          (d)  Aspect will be responsible for maintaining and returning the
               Spacelabs Patient Monitor and Spacelabs BISx Module in the same
               condition as received, subject to normal wear and tear. Aspect
               shall return such items to Spacelabs within thirty (30) days of
               receipt of written request for return from Spacelabs.


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

          (e)  Aspect will be responsible for developing the Software to insure
               the terms of the Exclusivity section of this agreement are met.

6.   MINIMUM PURCHASE VOLUME, PURCHASE ORDERS, FORECASTS, AND DELIVERY.

     6.1  Scheduled Order Products.

          All Aspect Products purchased under the Scheduled Order Process will
          follow the process set forth in Exhibit B.

     6.2  Discrete Purchase Order.

          For products not identified as "Scheduled Order Products" in Exhibit
          B, and/or for orders of Scheduled Order Products that are in addition
          to previously forecasted need, Spacelabs will issue to Aspect
          individual purchase orders ("Discrete Purchase Orders"). Each such
          Discrete Purchase Order shall be in the form of a written or
          electronic communication and shall contain, at a minimum, the
          following information: (i) a description of the product by part
          number; (ii) the quantity of the product; (iii) the delivery date or
          shipping schedule; (iv) the location to which the product is to be
          shipped; (v) transportation instructions; and (vi) any special
          instructions. Each Discrete Purchase Order shall provide an order
          number for billing purposes, and may include other instructions and
          terms as may be appropriate under the circumstances. All Discrete
          Purchase Orders shall be accepted or rejected by Aspect within five
          (5) business days of receipt. Except as provided below, Aspect shall
          use commercially reasonable good faith efforts to accept all Discrete
          Purchase Orders, to the extent practicable. In the event that an
          individual Discrete Purchase Order is neither accepted nor rejected
          within five (5) days by Aspect, such order shall be deemed to have
          been accepted by Aspect, unless Aspect establishes to Spacelabs'
          reasonable satisfaction that the order in question was not received by
          Aspect. In the event Spacelabs submits an order for product with
          changes in the Specifications which causes Aspect to be unable to meet
          the delivery schedule set forth in a proposed Discrete Purchase Order,
          the parties shall negotiate in good faith to agree upon a delivery
          schedule.

     6.3  Forecast.

          Upon the execution of this Agreement, Spacelabs shall provide Aspect
          with an initial six month forecast. Aspect shall make purchase
          commitments to suppliers based upon open orders and the forecast
          (subject to purchase commitments for long lead-time items and minimum
          buys in accordance with the lead-times and lot sizes set forth in
          Exhibit B), and Spacelabs shall be responsible for all such
          non-returnable components purchased in support of Spacelabs
          then-current forecast and open purchase orders. For all other
          purposes, however, the forecast shall be non-binding. Each week after
          the initial forecast, Spacelabs shall provide an updated forecast, so
          that a rolling forecast of twelve (12) months is always maintained.

     6.4  Reschedule of Discrete Purchase Orders.

          Spacelabs may reschedule all or part of a scheduled delivery under a
          Discrete Purchase Order in accordance with the table below


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

<TABLE>
<CAPTION>
DAYS BEFORE P.O. DELIVERY   PERCENTAGE RESCHEDULE
           DATE                   ALLOWANCE
-------------------------   ---------------------
<S>                         <C>
        00 - 14                      [**]
        15 - 44                      [**]%
        > 45                         [**]%
</TABLE>

     6.5  Cancellation.

          Discrete Purchase Orders may be terminated for convenience in whole or
          in part by Spacelabs in accordance with this provision. Termination
          hereunder shall be effected by the delivery to Aspect of a "Purchase
          Order Cancellation Notice" specifying the date upon which such
          termination becomes effective. Spacelabs liability to Aspect for
          cancelled orders shall be as follows:

          In the event of the cancellation of Discrete Purchase Orders by
          Spacelabs, that is not superseded by another purchase order or
          Scheduled Order, Spacelabs 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>
> 8 weeks prior to acknowledged delivery     [**]
4-8 weeks prior to acknowledged delivery     [**]% of order value
2 - 4 weeks prior to acknowledged delivery   [**]% of order value
< 2 weeks prior to acknowledged delivery     [**]% of order value
</TABLE>

     6.6  Delivery.

          Aspect shall use commercially reasonable efforts to ship the product
          to fill purchase orders submitted by Spacelabs to the delivery point
          and by the delivery date requested in such purchase orders.

     6.7  Shipment.

          Aspect will ship products FOB origin.

     6.8  Acceptance.

          Within ten (10) business days after arrival at destination, Spacelabs
          shall conduct its inspection and inform Aspect in writing if the
          Aspect Product in the given shipment is non-conforming to the
          Specification or in the number and type of product ordered. Spacelabs
          shall have the right to reject and return to Aspect for credit any
          Aspect Products in excess of quantities ordered, or the Aspect
          Products that are damaged before shipment or that do not conform to
          the requirements of this Agreement.

7.   GENERAL CONDITIONS OF THIS AGREEMENT.

     7.1  Exclusivity.

          Neither Spacelabs nor Aspect shall create any products, nor assist any
          third party in the creation of any products, compatible with the
          Spacelabs BISx Module which would act


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(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

          as a substitute for the BISx Kit. Nothing in this Agreement shall be
          construed to grant Aspect any license to sell, distribute or license
          to any third party any Spacelabs specific components, including the
          enabling Software and portions of the Host Monitor Cable customized
          for Spacelabs. It is understood that Aspect sells, distributes, and
          licenses to other third parties both generic and customized Aspect BIS
          engines and BISx Kits to meet the needs of other OEM customers, and,
          subject to the exclusivity provisions of this Section 7.1, nothing in
          this Agreement shall prohibit Aspect from continuing to sell,
          distribute, or license these products or components thereof to
          customers other than Spacelabs.

8.   ROYALTIES AND COMMISSIONS.

     8.1  Commissions on Sales of Aspect BIS Sensors.

          For each BIS Sensor sold by Aspect to Spacelabs customers in the
          United States deemed to be for use with Spacelabs BISx Module, Aspect
          shall pay Spacelabs a commission equal to[**] percent of the net sales
          revenue (invoice price after discounts) billed by Aspect for such BIS
          Sensors. Aspect shall pay such commissions to Spacelabs on a calendar
          quarter basis. With such quarterly payments, Aspect shall provide to
          Spacelabs a list of Spacelabs customers to which such sales were made,
          the number of sensors sold in that quarter, and the net revenue billed
          for the sale of the sensors by Aspect. This quarterly payment shall be
          provided to Spacelabs no later than 30 days following the end of each
          calendar quarter. In the event that Aspect's standalone BIS monitors,
          the BIS modules and/or the BISx kits for other manufacturers have also
          been installed at such sites in addition to Spacelabs BISx Module,
          Spacelabs will be entitled to a [**] percent commission only on BIS
          Sensor sales deemed to be for use with the Spacelabs BISx Module. For
          the purposes of this Section 8.1, BIS Sensors shall be deemed to be
          for use with Spacelabs BISx Modules on the basis of a pro rata
          determination, based on the total number of BIS units of different
          types installed at such locations during the period according to
          Aspect's installed base records. To facilitate such calculations,
          Spacelabs will be responsible for providing Aspect with the
          documentation required in Section 8.2, and Aspect shall be responsible
          for providing Spacelabs with accurate information regarding the total
          number of non-Spacelabs units which have been installed, and are in
          use, at such sites. Such information shall be auditable by an
          independent auditor at Spacelabs' expense; provided, however, if the
          results of such audit reveal that the number of such non-Spacelabs
          units has been over reported by fifteen percent (15%) or more, Aspect
          shall reimburse Spacelabs for the cost of such audit.

     8.2  Installed Base Reporting.

          In the United States, Spacelabs will be responsible for providing
          Aspect with documentation, on a monthly basis for the month just
          ended, of the total number of Spacelabs BISx Modules shipped in the
          United States and the locations of such Spacelabs BISx Modules in the
          United States.


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          Outside the United States, Spacelabs will be responsible for providing
          Aspect with documentation, on a monthly basis, for the month just
          ended, of the total number of Spacelabs BISx Modules shipped outside
          the United States and the country locations of such Spacelabs BISx
          Modules.

9.   WARRANTY.

     9.1  General.

          Aspect warrants solely to Spacelabs that Aspect Products (including
          Software) delivered hereunder shall perform in accordance with the
          Specifications in Exhibit C (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 BISx Kit to
          the Spacelabs end customer site or [**] months from the date of
          shipment by Aspect to Spacelabs, whichever is sooner. This warranty
          shall not apply to expendable components and supply items, such as,
          but not limited to, cables (except for failures occurring within 180
          days of receipt of shipment by Spacelabs), or disposable items such as
          a BIS Sensor after the expiration date marked on the BIS Sensor
          packaging. Aspect shall not have any obligation under this Agreement
          to make repairs or replacements which result, in whole or in part,
          from catastrophe, fault or negligence of Spacelabs, or anyone claiming
          through or on behalf of Spacelabs, or from improper or unauthorized
          use of Aspect Products, or use of Aspect Products in a manner for
          which they were not designed.

     9.2  Warranty Procedures.

          Spacelabs 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 9.1. At Aspect's
          option, such Aspect Products shall be returned by Spacelabs to
          Aspect's designated facility for examination and testing, or may be
          repaired on site by Aspect. Aspect shall either repair or replace,
          within thirty (30) days of receipt by Aspect, any such Aspect Product
          found to be defective and return these Products to Spacelabs.
          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 Spacelabs
          and dispose of or return the Aspect Product in accordance with
          Spacelabs' instructions and at Spacelabs' expense, and Spacelabs shall
          reimburse Aspect for transportation and insurance costs.

     9.3  Repair Warranty.

          Aspect warrants its repair work and/or replacement parts for the
          duration of the original warranty period as set forth in Section 9.1
          or at least [**] months, whichever is longer; provided, however, if
          the applicable law in any country in which such Aspect Products are
          repaired or replaced requires a longer warranty period for such
          repaired or replaced items, the applicable warranty period offered by
          Aspect shall be increased by the amount necessary to comply with such
          laws.

     9.4  DISCLAIMER OF WARRANTIES.

          THE PROVISIONS OF THE FOREGOING WARRANTIES ARE IN LIEU OF ANY OTHER
          WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL,


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          INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
          PURPOSE OR NONINFRINGEMENT.

10.  SERVICE AND SUPPORT

     10.1 Installation, Service, and Support.

          Subject to the warranty provisions of Section 9, Spacelabs shall be
          responsible for providing installation, service (including repair) and
          support to its end customers for the Aspect Products Spacelabs sells
          to such customers, and, except as otherwise required by the warranty
          provisions herein, Spacelabs shall bear all related costs incurred for
          labor, parts, or travel to perform such service. Aspect shall make
          available world-wide technical and clinical support to Spacelabs
          during normal business hours (7AM - 5PM ET).

     10.2 Central Repair Service

          For the term of this Agreement, Aspect agrees to provide central
          repair service (as opposed to field service) to Spacelabs for Aspect
          Products sold hereunder. For Aspect Product no longer under warranty,
          repair will be charged at Aspect's then current service rate for labor
          and materials.

     10.3 Training.

          Aspect agrees to provide training, without charge to Spacelabs, at
          mutually agreed upon times and locations in the United States, Europe,
          Asia and Latin America, to a mutually agreed upon number of Spacelabs
          personnel prior to the market release of the Spacelabs BISx Module and
          BISx Kit. Aspect shall provide additional training from time-to-time
          to Spacelabs personnel to keep Spacelabs up to date on product and
          clinical applications changes.

     10.4 Customer In-service.

          Aspect shall provide initial in-service support to Spacelabs customers
          within the United States with respect to BIS theory and algorithm, BIS
          sensor usage and clinical applications upon request. Spacelabs shall
          provide customer training on all other aspects of Spacelabs products.
          Spacelabs shall provide training to its customers outside the Unites
          States with respect to Aspect Products.

     10.5 Service Period.

          For a period of seven (7) years following the last delivery to
          Spacelabs of the applicable Aspect Product (excluding refurbished
          product) ordered by Spacelabs hereunder, Aspect shall use its
          reasonable efforts to make available repair service (or at Aspect's
          sole discretion, exchange units or replacement parts for the Aspect
          Products) for purchase by Spacelabs 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 seven (7) 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.

     10.6 Service Records.

          For a period beginning with the first shipment of BISx Kits from
          Aspect to Spacelabs,


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          to ten years ten (10) years after the last shipment of new BISx Kits
          from Aspect to Spacelabs, Aspect shall maintain a complete record of
          all repair activities performed on any Aspect Products received from
          Spacelabs or Spacelabs customers for repair. Aspect shall make such
          records available for inspection by Spacelabs upon reasonable written
          notice.

11.  QUALITY ASSURANCE

     11.1 Certification Status.

          Both parties agree to maintain, as applicable, ISO900x or ISO13485,
          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.

     11.2 Aspect Product Compliance.

          All Aspect Products sold by Aspect under this Agreement shall fully
          comply with applicable laws and regulations, including the above
          quality requirements, and with the standards set forth in Exhibit F.

     11.3 QA and Regulatory Audits.

          Aspect shall permit Spacelabs' 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. Such audits shall be scheduled
          with at least thirty (30) days advance notice during normal business
          hours and shall not take place more than once per calendar year. All
          costs incurred by Spacelabs for such audits shall be the sole
          responsibility of Spacelabs.

12.  REGULATORY MATTERS.

     12.1 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 BISx Kit. In particular, Aspect shall be responsible
          for generating its own Device Master Record for the BISx Kit. The BISx
          Device shall be labeled as manufactured by Aspect.

     12.2 Spacelabs BISx Module.

          Spacelabs shall assume the regulatory responsibility for the Spacelabs
          BISx Module and the integrated system with the BISx Kit. Aspect shall
          provide commercially reasonable support to Spacelabs as required in
          the process of obtaining regulatory approvals by making available to
          Spacelabs any required information, data, certificates, or technical
          files in the requested formats as requested by the regulatory
          authorities. The Spacelabs BISx Module shall be labeled as
          manufactured by Spacelabs.


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     12.3 Product Complaints and Incident Reporting.

          Spacelabs and Aspect shall inform each other (in writing) monthly of
          any and all customer complaints that have come to their attention
          during the prior month regarding the Spacelabs BISx Module, the BISx
          Kit or Aspect BIS Sensors that were used in conjunction with a
          Spacelabs Patient Monitoring System and relating to Aspect technology.
          Both parties will cooperate and use reasonable efforts to resolve such
          customer complaints. Closure of any such customer complaints relating
          to the Spacelabs BISx Module will occur when Spacelabs notifies Aspect
          that the problem is resolved. Closure of any such customer complaint
          relating solely to Aspect Products or Aspect BIS Sensors will occur
          when Aspect notifies Spacelabs that the problem is resolved.

          Spacelabs and Aspect shall inform each other in writing of all
          incidents relating to Aspect Products or the Spacelabs BISx Module,
          within 48 hours of making a determination that such event requires
          reporting under any applicable regulatory or other governmental
          reporting requirements, including without limitation incidents
          involving death or serious injury, malfunctions that, if recurrent,
          may cause or contribute to death or serious injury or other material
          quality problems or concerns; provided, however, for the purposes of
          clarity, if such reportable event involves a third party product into
          which BIS, a BISx Device or other Aspect Product has been
          incorporated, but the cause of reportable incident was some other
          aspect or attribute of such third party product, then the notification
          requirement in this paragraph shall not apply. Aspect will be
          responsible for reporting such incidents to the appropriate regulatory
          authority for the BIS Sensors and BISx Devices. Spacelabs will be
          responsible for reporting such incidents to the appropriate regulatory
          authority for the Spacelabs BISx Module. Both parties shall fully
          cooperate with each other as may be necessary to comply with any
          reporting obligations regarding such incidents or quality concerns. If
          FDA or other authorities contact either party to inquire about or
          investigate the Products sold to Spacelabs under this Agreement, the
          contacted party, unless required to maintain confidentiality by such
          authorities, shall inform the other party immediately thereof. The
          parties shall cooperate closely to clear any regulatory issues or
          potential regulatory issues promptly.

     12.4 Notifications to Spacelabs.

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

     12.5 Recall.

          In the event that a corrective action (including notifications or
          recalls) is initiated with respect to any Aspect Product, and such
          action (i) is required to comply with applicable laws or regulations,
          (ii) is initiated by Aspect in its discretion for a reasonable
          business purpose or for safety reasons or (iii) is the result of
          Aspect's failure to supply Aspect Products that conform in all
          material respects to the applicable standards, Aspect shall


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          be responsible for the repair or replacement of the Aspect Products
          without cost to Spacelabs. Aspect agrees to consult with Spacelabs to
          establish a reasonable process for managing the corrective action and
          Aspect shall be responsible for all reasonable out-of-pocket
          expenditures incurred by Spacelabs if Aspect fails to take such
          action. In the event that Aspect or Spacelabs is required to take such
          action to comply with applicable laws or regulations or such action is
          reasonably necessary for safety and efficacy reasons or for the
          failure of the Aspects Products to comply with specifications (other
          than minor deviations from specifications) and fails to do so within
          10 days of being notified of the need for such action, Spacelabs shall
          have the right to take such action and Aspect shall reimburse
          Spacelabs for all reasonable out-of-pocket expenditures incurred in
          connection with such action by Spacelabs. If it is determined by an
          arbitrator that such action was not necessary for safety reasons or
          for the failure of Aspect Products to comply with specifications
          (other than a minor deviation from such specifications), Spacelabs
          will return to Aspect any amounts previously paid to Spacelabs by
          Aspect in connection with such action.

     12.6 Delegation.

          Spacelabs may at its sole discretion delegate some of the obligations
          under this Section 12 to its sub-distributors. Notwithstanding
          anything to the contrary herein, Spacelabs shall remain responsible
          for compliance with this Section 12 even after such delegation.

     12.7 Traceability.

          Spacelabs agrees to maintain traceability through Aspect serial number
          and/or lot code for all Aspect Products shipped to Spacelabs.

13.  PRODUCT UPDATES, PRODUCT CHANGES; DISCONTINUED PRODUCTS;

     13.1 Product Updates.

          Promptly upon release, Aspect shall make available to Spacelabs all
          future features and performance improvements to the Aspect Products
          and/or Software.

     13.2 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, functional interchangeability or interface capability
          or materially negatively affect the reliability, serviceability or
          performance of Aspect Products. In the event that any proposed
          substitution or modification affects such form, fit, function,
          reliability, serviceability, performance, functional
          interchangeability or interface capability of an Aspect Product,
          Aspect shall give Spacelabs written notice of such proposed
          substitution or modification at least ninety (90) days prior to its
          taking effect and Spacelabs shall have the right, during such ninety
          (90) day period and for ninety (90) days thereafter, to order Aspect
          Products without such substitution or modification for delivery up to
          ninety (90) 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 BISx Kit.


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     13.3 Discontinued Products.

          Aspect agrees to notify Spacelabs in writing not less than twelve (12)
          months in advance of the discontinuance of any Aspect Products.
          Spacelabs shall be able to place orders for at least six (6) months
          after receipt of the written notice in any case. In addition,
          Spacelabs shall be entitled to determine its lifetime-buy quantities
          and place a corresponding last purchase order.

14.  OWNERSHIP AND PROTECTION OF RESULTS.

     14.1 No Transfer of Ownership.

          It is expressly agreed that neither Aspect nor Spacelabs shall
          transfer to the other Party ownership of any patent rights, copyrights
          or other intellectual property of any kind that either Party owns.

     14.2 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.

15.  DOCUMENTATION AND TRAINING.

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

16.  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 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 of 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


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     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 16 shall continue for both Parties for a
     period of five (5) years after delivery by Aspect to Spacelabs of the last
     Aspect Product under this Agreement. Spacelabs is entitled to transmit
     confidential information of Aspect to Spacelabs subsidiaries and affiliated
     companies. In such case these subsidiaries and affiliated companies may
     only use such information to the same extent as Spacelabs is entitled to
     use such information under this Agreement and shall be subject to the terms
     of this Section 16. Spacelabs shall be responsible if any of these
     subsidiaries and affiliated companies fails to comply with the
     confidentiality provisions of this Agreement.

17.  INDEMNITIES.

     17.1 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 Spacelabs
               the licenses set forth in Section 3.2 (Aspect Software License).
               Aspect also represents and warrants that it has the right and
               authority to engage in the joint development of the Spacelabs
               BISx Module and BISx Kit 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 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
               Spacelabs or any of Spacelabs' customers based on an allegation
               of infringement or misappropriation with respect to any Aspect
               Product, provided Spacelabs shall have promptly provided Aspect
               written notice thereof and reasonable cooperation, information,
               and assistance in connection therewith, and (ii) Aspect shall
               have sole control and authority with respect to the defense,
               settlement, or compromise thereof. Should any Aspect Product
               become or, in Aspect's opinion, be likely to become the subject
               of an injunction preventing its use as contemplated herein,
               Aspect may, at its option, (1) procure for Spacelabs the right to
               continue using such Aspect Product, (2) replace or modify such
               Aspect Product so that they become non-infringing, or, if (1) and
               (2) are not reasonably available to Aspect, then (3) terminate
               Spacelabs' right to use the allegedly infringing Aspect Product
               and, subject to the provisions of Section 23.6 below, shall
               compensate Spacelabs for any loss or damages incurred by
               Spacelabs as a result of such alleged infringement or
               misappropriation or such termination of rights. Aspect shall have
               no liability or obligation to Spacelabs hereunder with respect to
               any patent, copyright or trade secret infringement or claim
               thereof based upon (i) use of the Aspect Product by Spacelabs in
               combination with devices or products not provided by Aspect, (ii)
               use of the Aspect Product in an application or environment for
               which such Aspect Product


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               were not designed or contemplated, (iii) modifications,
               alteration or enhancements of the Aspect Product not created by
               or for Aspect, or (iv) any claims of infringement of a patent,
               copyright or trade secret in which Spacelabs or any affiliate of
               Spacelabs has an interest.

          (c)  In the event that any claim is brought against Spacelabs as a
               result of personal injuries and/or property damages resulting
               from any Aspect Product or that portion of the BISx Kit developed
               and/or manufactured by or for Aspect, and provided further that
               such claims are a result of the defective design or manufacture
               of the Aspect Products or other negligence on the part of Aspect,
               and 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 Spacelabs 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 17.3 are followed.

     17.2 Indemnification by Spacelabs.

          (a)  Spacelabs represents and warrants that it has the right and
               authority to engage in the development of the Spacelabs BISx
               Module and BISx Kit 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 Spacelabs has entered into with a third
               party.

          (b)  Spacelabs 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 infringement or
               misappropriation with respect to any Spacelabs-supplied component
               of the Spacelabs BISx Module or BISx Kit.

          (c)  In the event that any claim is brought against Aspect as a result
               of personal injuries and/or property damages resulting from the
               Spacelabs BISx Module, and provided further that such claims do
               not arise as a result of the defective design or manufacture of
               that portion of the Spacelabs BISx Module developed or
               manufactured by Aspect or as a result of reliance by Spacelabs
               upon faulty information received from Aspect, Spacelabs agrees
               that it shall indemnify and hold Aspect 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 17.3 are followed.

     17.3 Indemnification Procedures.


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          (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, or the
               admission of any wrongdoing on the part of, the Indemnitee in any
               settlement unless mutually agreed among Aspect and Spacelabs (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 reasonably cooperate with the
               Indemnitor and its legal representatives in the investigation of
               any action, claim or liability covered by this Agreement, at the
               expense of the Indemnitor.

          (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.

18.  TRADEMARKS.

     18.1 Trademarks.

          (a)  Ownership.

               Spacelabs acknowledges and agrees that, as between Aspect and
               Spacelabs, Aspect is the sole and exclusive owner of all right,
               title and interest in the trademarks identified on Exhibit E
               ("Aspect Trademarks"). Aspect acknowledges and agrees that, as
               between Aspect and Spacelabs, Spacelabs is the sole and exclusive
               owner of all right, title and interest in and to the trademarks
               identified on Exhibit E ("Spacelabs Trademarks") (collectively
               the "Trademarks"). Each Party recognizes the value of the other
               Party's Trademarks and the good will associated with the other
               Party's Trademarks. Spacelabs 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 Spacelabs
               Trademarks and any good will arising therefrom shall inure to the
               benefit of Spacelabs. 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 Spacelabs, or the
               Spacelabs Trademarks to Aspect, other than the grant of the


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               licenses in Section 3.4; 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 Spacelabs
               Trademarks is expressly reserved by Spacelabs. 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, unless in the context of
               a claim for indemnification resulting from an allegation by a
               third party of trademark infringement arising from a Party's use
               of the other Party's Trademark as permitted hereunder.

          (b)  Notice.

               All Spacelabs BISx Modules or BISx Kits 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) Spacelabs shall include the "(TM)" or "(R)" symbol, as
                    instructed by Aspect, after the first prominent use of the
                    Aspect Trademark in Spacelabs patient monitor related
                    materials. Spacelabs 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. Spacelabs may
                    continue to deliver stocked literature printed before the
                    change becomes effective.

          (c)  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 reasonably cooperate with and assist
                    the other Party, at such other Party's expense, 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


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                    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 Spacelabs BISx Module, the
                    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.

          (d)  Termination.

               In addition to the termination rights set forth in Section 20
               hereof, in the event that either Party is in material breach of
               any provision of this Section 18, the non-breaching Party may,
               upon thirty (30) days written notice, terminate the license
               granted in Section 3.4 if the breaching Party does not cure such
               breach or default within such thirty (30) day period. In addition
               to the provisions of Section 18 hereof, upon termination of the
               license granted in Section 3.4, or upon termination of this
               Agreement, for whatever cause:

               (i)  Each Party shall immediately cease and desist from any
                    further use of the other Party's Trademarks and any
                    trademarks confusingly similar thereto, either directly or
                    indirectly;

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

          (e)  Promotional Claims.

               The general form of any promotional claims by Spacelabs regarding
               Aspect's Bispectral Index technology and/or the integration of
               Aspect's Bispectral Index technology in Spacelabs 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, which approval shall not be unreasonably withheld.
               The general form of any promotional claims by Aspect regarding
               Spacelabs' Patient Monitors or the integration of Aspect's
               Bispectral Index technology in Spacelabs Patient Monitors, and
               the specific form of the use of Spacelabs' trade names and
               Trademarks, and of intended use claims regarding the Spacelabs
               BISx Modules, in promotional material, advertisement, and/or in
               written technical literature shall be subject to review and
               approval by Spacelabs prior to its publication or display, which
               approval shall not be unreasonably withheld.

19.  EXPORT.


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     Spacelabs shall not export, directly or indirectly, Aspect Products
     (including when integrated into a Spacelabs BISx Module) 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 Spacelabs' responsibility to comply with the latest
     United States export regulations, and Spacelabs 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 the BISx Kit or other products,
     information or materials provided by Aspect hereunder were exported or
     otherwise shipped or transported in violation of applicable laws and
     regulations.

20.  TERM: DEFAULT AND TERMINATION.

     20.1 Term and Renewal.

          The initial term of this Agreement shall commence on the Effective
          Date and shall continue for a period of three (3) years following
          introduction of the Spacelabs BISx Module. The term of this Agreement
          shall thereafter be renewed automatically for successive twelve (12)
          month periods, unless either Party provides written notice of
          termination to the other Party at least one hundred eighty (180) days
          prior to expiration of the Agreement.

     20.2 Termination for Cause.

          Material Competitive Features.

          Either party may terminate this Agreement if the other Party's
          component products do 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 20.2(a),
          a Party must provide six months prior written notice to the other
          Party, specifying in reasonable detail the material features or
          capabilities that are required. Following receipt of such
          notification, the notified Party shall have six calendar months to
          include such features in its component products. If at the end of such
          six month period, the notified Party is unable to do so, the notifying
          Party may terminate the Agreement.

     20.3 Events of Default.

          The following shall constitute events of default under this Agreement:

          (a)  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

          (b)  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


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               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

          (c)  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").

     20.4 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 20.4 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.

21.  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$.

22.  DISPUTE RESOLUTION.

     22.1 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.


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     22.2 Waiver.

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

     22.3 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.

     22.4 Arbitration.

          If within thirty (30) days the parties are unable to resolve the
          Dispute through good faith negotiation, a Party may submit the Dispute
          for resolution by arbitration pursuant to the Commercial Arbitration
          Rules of the American Arbitration Association 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 may, in the discretion of
          the arbitrator, be entitled to recover from the other Party (as part
          of the arbitral award or order) all or a portion of its reasonable
          attorneys' fees and other costs of arbitration.

     22.5 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 state
          courts located in the Commonwealth of Massachusetts shall have
          non-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.

     22.6 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 Party has actual notice
          of the events or circumstances giving rise to the cause of action.


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     22.7 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.

     22.8 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 may, in the discretion of the arbitrator, be
          entitled to recover from the other Party or parties (as part of the
          arbitral award or order) all or a portion of its or their reasonable
          attorneys' fees and other reasonable costs of arbitration.

23.  GENERAL PROVISIONS.

     23.1 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, labor, equipment, transportation
          or energy insufficient 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.

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

     23.3 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.

     23.4 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


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          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.

     23.5 Survival of Obligations.

          All obligations of either Party under Sections 9 (Warranty), 10
          (Service and Support), 12 (Regulatory Matters), 12.5 (Recall) 14
          (Ownership and Protection of Results), 16 (Confidentiality), 17
          (Indemnities), 18 (Trademarks), 22 (Dispute Resolution), and 23.6
          (Limitation on Liability) shall survive the expiration or termination
          of this Agreement and continue to be enforceable.

     23.6 LIMITATION ON LIABILITY.

          EXCEPT AS PROVIDED IN SECTION 17, 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 THE SUM OF ALL AMOUNTS PAID AND PAYABLE BY SPACELABS
          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, USE, SALE OR SUPPLYING OF PRODUCTS BY SPACELABS OR
          ASPECT.

     23.7 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.

     23.8 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.

     23.9 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, sent via confirmed overnight
          delivery, 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.

     23.10 Entire Agreement.

          This Agreement constitutes the entire agreement between the Parties
          for the Products defined herein. No waiver, consent, modification or
          change of terms of this Agreement


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          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 or modification of the terms and conditions of this
          Agreement.

     23.11 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.

     23.12 Exhibits:

          The following Exhibits shall be part of this Agreement:

               Exhibit A: Aspect Products and Purchase Prices

               Exhibit B: Scheduled Order Process

               Exhibit C: Specifications: BISx Kit

               Exhibit D: Contact Persons/Addresses

               Exhibit E: Aspect and Spacelabs Trademarks

               Exhibit F: Applicable Standards

     23.13 Beneficiaries.

          Except for the provisions of Section 17 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.

     23.14 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 Spacelabs 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.


                                    25 of 39

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

Aspect Medical Systems, Inc.            Spacelabs Medical, Inc.


By: /s/ Michael Falvey                  By: /s/ Dave Tilley
    ---------------------------------       ------------------------------------
Title: CFO                              Title: President


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                                    EXHIBIT A

                       ASPECT PRODUCTS AND PURCHASE PRICES

A) BISX KIT:

<TABLE>
<CAPTION>
ASPECT PART NUMBER   SPACELABS PART NUMBER   PRODUCT DESCRIPTION   UNIT OF MEASURE   LIST PRICE
------------------   ---------------------   -------------------   ---------------   ----------
<S>                  <C>                     <C>                   <C>               <C>
186-0195-SL          719-0006-00             BISx Kit              1 (one) each         $[**]
</TABLE>

Volume discounts:

<TABLE>
<CAPTION>
 % OF NEW MONITORS      BISX KITS PURCHASED (AS A
SHIPPED "BIS READY"   % OF TOTAL NEW MONITORS SOLD)   SPACELABS PRICE
-------------------   -----------------------------   ---------------
<S>                   <C>                             <C>
       <[**]%                      [**]%                   $[**]
                                   [**]%                   $[**]
                                  >[**]%                   $[**]

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

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

B) BIS DISPOSABLE SENSORS

<TABLE>
<CAPTION>
ASPECT PART NUMBER   SPACELABS PART NUMBER   PRODUCT DESCRIPTION    UNIT OF MEASURE   LIST PRICE
------------------   ---------------------   -------------------    ---------------   ----------
<S>                  <C>                     <C>                    <C>               <C>
186-0100             719-0008-00             BIS Standard Sensor    Box of 25            $[**]
186-0106             719-0002-00             BIS Quatro Sensor      Box of 25            $[**]
186-0200             719-0001-00             BIS Pediatric Sensor   Box of 25            $[**]
186-0160             719-0003-00             BIS Extend Sensor      Box of 25            $[**]
</TABLE>


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     i)   Volume discounts:

<TABLE>
<CAPTION>
ANNUAL SENSOR PURCHASE VOLUMES         SENSOR PRICE
     (BOXES OF 25 SENSORS)       (PER BOX OF 25 SENSORS)
------------------------------   -----------------------
<S>                              <C>
              [**]                        $[**]
              [**]                        $[**]
              [**]                        $[**]
             >[**]                        $[**]
</TABLE>

     Volume discount pricing is valid for all disposable BIS Sensors (BIS
     Standard Sensor, BIS Quatro Sensor, BIS Extend Sensor and BIS Pediatric
     Sensor).

     ii)  Demonstration sensors:

<TABLE>
<CAPTION>
ASPECT PART NUMBER   SPACELABS PART NUMBER      PRODUCT DESCRIPTION      UNIT OF MEASURE   SPACELABS PRICE
------------------   ---------------------   -------------------------   ---------------   ---------------
<S>                  <C>                     <C>                         <C>               <C>
186-XXXX             xxx-xxxx-xx             BIS Quatro Starter Kit      Box of 5               $[**]
186-XXXX             xxx-xxxx-xx             BIS Pediatric Starter Kit   Box of 5               $[**]
</TABLE>

     Demonstration sensors cannot be resold by Spacelabs.

C) BIS SEMI-REUSABLE SENSORS

<TABLE>
<CAPTION>
ASPECT PART NUMBER   SPACELABS PART NUMBER   PRODUCT DESCRIPTION   UNIT OF MEASURE         LIST PRICE   SPACELABS PRICE
------------------   ---------------------   -------------------   ---------------------   ----------   ---------------
<S>                  <C>                     <C>                   <C>                     <C>          <C>
186-0164             719-0005-00             SRS System            Box of 100 plus cable      $[**]          $[**]
</TABLE>

     BIS Semi-Reusable Sensors are not for sale or distribution in the United
     States.


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D) SPARE PARTS/ACCESSORY PRICES

<TABLE>
<CAPTION>
ASPECT PART NUMBER   SPACELABS PART NUMBER   ORDERABLE PARTS/PRODUCTS   UNIT OF MEASURE   ASPECT LIST PRICE       SPACELABS PRICE
------------------   ---------------------   ------------------------   ---------------   -----------------   ----------------------
<S>                  <C>                     <C>                        <C>               <C>                 <C>
186-0195-SL          719-0006-00             BISx Kit (replacement)            Ea               $[**]         Current Discount Price
                                                                                                                   for BISx Kit
186-0126             719-0004-00             PIC+ Cable (replacement)          Ea               $[**]                   $[**]
186-0137             719-0009-00             Sensor Simulator                  Ea               $[**]                   $[**]
</TABLE>

E) CALCULATION OF VOLUME DISCOUNT:

     For the purpose of calculating the volume discount for a given calendar
     year, all BISx Kits and BIS Disposable Sensors shipped during that calendar
     year (excluding Demonstration Sensors and Products that are shipped free of
     charge) will be included in the total volume discount calculation.

     The initial pricing for a given calendar year is based on the total volume
     of BISx Kits and BIS disposable sensors purchased in the prior calendar
     year. For example, if [**] boxes of BIS disposable sensors were purchased
     in year 1, the initial volume pricing level for year 2 will be the [**] box
     level.

     If a higher volume level of BISx Kits or BIS disposable sensors is achieved
     during a given calendar year, the price on purchases made after achieving
     the higher volume level will reflect the price associated with the
     appropriate volume level achieved. All price adjustments will apply on a
     going forward basis. For example, if midway through year 1, [**] boxes of
     BIS disposable sensors are purchased, the price on [**] box of BIS
     disposable sensors will reflect the next volume break.

F) CURRENCY

     United States Dollars


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                                    EXHIBIT B

                             SCHEDULE ORDER PROCESS

BACKGROUND

The purpose of this Exhibit is to provide a mechanism through which Spacelabs'
inventory of Aspect's Products may be maintained. Spacelabs shall provide a Firm
Order Commitment to purchase Parts from Aspect; Aspect shall commit to maintain
Parts inventory between established Minimum Levels and Maximum Levels.

1.   Definitions.

     1.1  PART shall mean an item sold by Aspect as is identified by Aspect part
          number and Spacelabs part number on the Part Detail Sheet.

     1.2  FIRM ORDER COMMITMENT shall mean the quantity of a Part that Spacelabs
          commits to purchase from Aspect. Such quantity shall be equal to the
          specified gross requirements for a week, as set in a Demand Schedule,
          multiplied by the time frame specified in the Part Detail Sheet.

     1.3  LONG LEAD TIME COMMITMENT shall mean the amount of long lead time or
          raw material components of a Part that Spacelabs commits to purchase
          from Aspect. Such Long Lead Time Commitment is shown as a monetary
          figure in the Part Detail Sheet.

     1.4  FORECASTED DEMAND shall mean Spacelabs' estimate of future demand
          based on anticipated and actual customer orders.

     1.5  SPACELABS PREMISES shall mean Spacelabs' manufacturing facility,
          located at 22011 SE 51st Street, Issaquah, WA 98029.

     1.6  MINIMUM LEVEL shall mean the minimum level of Part inventory that
          Aspect must maintain at the Spacelabs Premises, as set in the Part
          Detail Sheet.

     1.7  MAXIMUM LEVEL shall mean the maximum level of Part inventory that
          Aspect may maintain at the Spacelabs Premises, as set in the Part
          Detail Sheet.

     1.8  OVER SHIPMENT shall mean a delivery that causes the Quantity on Hand
          to exceed the agreed Maximum Level.

     1.9  QUANTITY ON HAND shall mean the total Part inventory physically
          available at the Spacelabs Premises.


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     1.10 PART DETAIL SHEET shall mean the information sheet stating Minimum
          Levels, Maximum Levels, Part Numbers, Firm Order Commitments, Purchase
          Price and Long Lead Time Commitment as is attached hereto and
          incorporated herein by this reference.

     1.11 DEMAND SCHEDULE IS AS DEFINED IN PARAGRAPH 3 (DEMAND SCHEDULE).

2.   Part Purchase Orders.

     Purchase Orders will be issued by Spacelabs for each Part covered under
     this Agreement. Part Purchase Orders authorize shipment to Spacelabs of the
     Parts identified in that Part Purchase Order in accordance with the terms
     of this Agreement.

3.   Demand Schedule.

     Spacelabs shall provide Aspect with a copy of a demand schedule stating,
     for the relevant Part, the Quantity on Hand, the Minimum Level and Maximum
     Level required as stated in the Part Detail Sheet, and nine months of
     Forecasted Demand (the first 8 weeks shown individually, then shown in
     monthly blocks thereafter). Such Demand Schedule shall be provided to
     Aspect on a weekly basis.

4.   Minimum Level Issue.

     Aspect agrees to provide at Spacelabs Premises sufficient quantities of
     such Part to meet or exceed such Minimum Level within a reasonable period
     of time from the provision to Aspect of the Demand Schedule.

5.   Maximum Level Issue.

     Aspect agrees to provide at Spacelabs Premises sufficient quantities of
     such Part not to exceed such Maximum Levels. Spacelabs reserves the right
     to reject that amount of the Parts exceeding the Maximum Level and return
     the same to Aspect at Aspect's cost, and Aspect agrees to issue a Return
     Merchandise Authorization to Spacelabs for such Parts.


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<TABLE>
<CAPTION>
                                                                           FIRM ORDER                     LONG LEAD TIME COMMITMENT
                                                                           COMMITMENT                           FOR LONG LEAD
      SLM P/N, REV.   SUPPLIER P/N, REV.   MINIMUM LEVEL   MAXIMUM LEVEL   TIME FRAME   PURCHASE PRICE   OR RAW COMPONENTS (IF ANY)
      -------------   ------------------   -------------   -------------   ----------   --------------   --------------------------
<S>   <C>             <C>                  <C>             <C>             <C>          <C>              <C>
1.
2.
3.
</TABLE>


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                                    EXHIBIT C

                            SPECIFICATIONS: BISX KIT

PHYSICAL SPECIFICATIONS

BISX KIT
[**]

BISX INTEGRAL CABLES
[**]

SAFETY SPECIFICATIONS

-    The BISx complies with the essential requirements of the Medical Device
     Directive 93/42/EEC, as well as IEC 60601-1 and IEC 60601-2-26.

-    It is a Type BF applied part. It has internal optical coupling and an
     isolation transformer for patient isolation.

-    It is protected against damage from defibrillation as long as the sensor is
     not located between the defibrillator pads and is resistant to artifact
     from electrosurgery.

-    United States federal law restricts this device to sale by or on the order
     of a physician.

-    BISx and cables are latex free.

ENVIRONMENTAL SPECIFICATIONS

WATER RESISTANCE: IEC 529 IPX4

TEMPERATURE RANGE
Operating: 0 to 40 degrees C (32 to 104 degrees F)
Storage: -40 to 70 degrees C (-40 to 158 degrees F)

HUMIDITY
Operating: 10 to 95% RH at 40 degrees C (104 degrees F), non-condensing
Storage: 10 to 95% RH at 60 degrees C (140 degrees F), non-condensing

ALTITUDE RANGE
Operating: Up to 6,130 m (20,000 ft)
Storage: Up to 15,300 m (50,000 ft)

PERFORMANCE SPECIFICATIONS

MEASUREMENT RANGES
[**]

NOISE (EEG WAVEFORM) [**]

<PAGE>

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BIS NUMERIC UPDATE FREQUENCY [**]
BANDWIDTH [**]
IMPEDANCE MEASUREMENT RANGE [**]


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                                    EXHIBIT D
                            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        Sr. Director, Global Upstream   Contract and Marketing           jrubin@aspectms.com
                  Marketing

Steve Mesrobian   Director, 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 SPACELABS:

<TABLE>
<CAPTION>
                                                                                             EMAIL
                                                                                         PHONE NUMBER
PERSON                         TITLE                     RESPONSIBILITY                   FAX NUMBER
-----------------   --------------------------   ------------------------------   --------------------------
<S>                 <C>                          <C>                              <C>
Chris Bild          Product Manager, Global      Marketing                        chris.bild@slmd.com
                    Strategic Marketing

Haji Habibi         Project Manager, Product     Engineering                      haji.habibi@slmd.com
                    Development

Al Van Houdt        Manager RA/QA                Quality and Regulatory Matters   al.vanhoudt@slmd.com

Katherine Stankus   Director,                    Marketing                        katherine.stankus@slmd.com
                    Global Strategic Marketing

Bill Labadie        Supply Chain Manager         Supplier Relationship and        bill.labadie@slmd.com
                                                 Agreements
</TABLE>


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MAILING ADDRESS: Spacelabs Medical, Inc.
                 PO Box 7018
                 Issaquah, WA 98027-7018

PHYSICAL ADDRESS: 5150 220th Avenue SE
                  Issaquah, WA 98029

And for official notices to Spacelabs hereunder, a copy of such notice shall be
delivered via telecopier to Spacelabs Legal Department at 425-657-7205.


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                                    EXHIBIT E
                         ASPECT AND SPACELABS TRADEMARKS

<TABLE>
<CAPTION>
ASPECT TRADEMARKS     REFERENCE
-----------------     ---------
<S>                   <C>
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.

BISx(TM)              BISx is a trademark of Aspect Medical Systems, Inc.

BIS Ready(TM)         BIS Ready is a trademark of Aspect Medical Systems, Inc.

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

(BISX(R) LOGO)        BISx logo is a registered trademark of Aspect Medical
                      Systems,
</TABLE>


                                                                        P. 37/39

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<TABLE>
<CAPTION>
SPACELABS TRADEMARKS   REFERENCE
--------------------   ---------
<S>                    <C>
(SPACELABS MEDICAL LOGO)
An OSI Systems Company

                       Spacelabs is a registered trademark of Spacelabs Medical,
                       Inc.

Ultraview(R)           Ultraview is a registered trademark of Spacelabs Medical,
                       Inc

Ultraview SL(TM)       Ultraview SL is a registered trademark of Spacelabs
                       Medical, Inc
</TABLE>


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<PAGE>

(ASPECT MEDICAL SYSTEMS(R) LOGO)                     (BRINGING INSIGHT OUT LOGO)

                                    EXHIBIT F

                              APPLICABLE STANDARDS

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<S>                       <C>
DOMESTIC

UL 60601-1                Medical Electrical Equipment, Part 1: General
                          Requirements for Safety
AAMI HE74:2001            Human Factors Design Process for Medical Devices

INTERNATIONAL

CSA 22.2 #601.1           Medical Electrical Equipment, Part 1: General
                          Requirements for Safety
AS/NZS 2064.1/2           Australian EMC Standard: Industrial, Scientific &
                          Medical Equipment

HARMONIZED EU STANDARDS

EN 475                    Medical Devices - Electrically generated alarm signals
EN 1041                   Information Supplied by the Manufacturer with Medical
                          Devices
EN 60601-1                Medical Electrical Equipment, Part 1: General
                          Requirements for Safety
EN 60601-1-2              Medical Electrical Equipment, Part 1: Electromagnetic
                          Compatibility
EN 60601-1-4              Medical Electrical Equipment, Part 1: Programmable
                          Medical Systems
ISO 14971-1               Medical Devices - Risk Management - Part 1:
                          Application of Risk Analysis
EN 60601-2-26             Medical Electrical Equip., Part 2: Particular
                          requirements for the safety of electroencephalographs.
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