<PAGE>

                                                                    Exhibit 10.2

                             SECURED PROMISSORY NOTE

                                                                    May 30, 2002

$50,000                                                    Newton, Massachusetts

         FOR VALUE RECEIVED, Alan W. Milinazzo (the "Maker"), promises to pay to
Aspect Medical Systems, Inc. (the "Company"), or order, at the offices of the
Company or at such other place as the holder of this Promissory Note may
designate, the principal sum of fifty thousand dollars ($50,000), together with
interest on the unpaid principal balance of this Promissory Note from time to
time outstanding at the rate of 5.0% per year until paid in full. Principal and
interest shall be paid as follows:

             -    all outstanding principal and interest on the loan will be
                  paid to the Company on the earlier of a) the closing date of
                  the sale of the property located at 19 Harmon Park Road, York
                  Harbor, Maine, or b) May 31, 2003.

         Interest on this Promissory Note shall be computed on the basis of a
year of 360 days for the actual number of days elapsed, compounded annually. All
payments by the Maker under this Promissory Note shall be in immediately
available funds.

         Maker hereby covenants and agrees that payment of the entire amount of
this Promissory Note shall be secured by a security interest in certain real
property of the Maker (the "Collateral"), as described in Exhibit A to this
Promissory Note, pursuant to a mortgage (the "Mortgage") to be granted, executed
and delivered in recordable form concurrent with the execution of this
Promissory Note. Maker covenants and agrees that the Mortgage shall be recorded
so as to fully encumber the Collateral in the appropriate Registry of Deeds so
as to fully perfect the security interest in the Collateral. The Mortgage shall
be on the terms and in the form set forth in Exhibit B to this Promissory Note.

         This Promissory Note shall become immediately due and payable without
notice or demand upon the occurrence at any time of any of the following events
of default (individually, "an Event of Default" and collectively, "Events of
Default"):

         (1)      default in the payment when due of any principal, premium or
                  interest under this Promissory Note;

         (2)      the occurrence of any event of default under the Mortgage;

         (3)      the occurrence of the termination or other cessation of the
                  Maker's full-time employment with the Company, for any reason
                  whether by the Maker or by the Company;

         (4)      the institution against the Maker or any indorser or guarantor
                  of this Promissory Note of any proceedings 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 of filing;
                  or

<PAGE>

         (5)      the institution by the Maker or any indorser or guarantor of
                  this Promissory Note of any proceedings 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 the
                  making by the Maker or any indorser or guarantor of this
                  Promissory Note of a composition or an assignment or trust
                  mortgage for the benefit of creditors;

         (6)      failure by the Maker to execute the Mortgage within 10 days
                  from the date of this Promissory Note.

         Upon the occurrence of an Event of Default, the holder shall have then,
or at any time thereafter, all of the rights and remedies afforded by the
Uniform Commercial Code as from time to time in effect in the Commonwealth of
Massachusetts or afforded by other applicable law.

         Every amount overdue under this Promissory Note shall bear interest
from and after the date on which such amount first became overdue at an annual
rate which is two (2) percentage points above the rate per year specified in the
first paragraph of this Promissory Note. Such interest on overdue amounts under
this Promissory Note shall be payable on demand and shall accrue and be
compounded monthly until the obligation of the Maker with respect to the payment
of such interest has been discharged (whether before or after judgment). In no
event shall any interest charged, collected or reserved under this Promissory
Note exceed the maximum rate then permitted by applicable law and if any such
payment is paid by the Maker, then such excess sum shall be credited by the
holder as a payment of principal.

         All payments by the Maker under this Promissory Note shall be made
without set-off or counterclaim and be free and clear and without any deduction
or withholding for any taxes or fees of any nature whatever, unless the
obligation to make such deduction or withholding is imposed by law. The Maker
shall pay and save the holder harmless from all liabilities with respect to or
resulting from any delay or omission to make any such deduction or withholding
required by law.

         Whenever any amount is paid under this Promissory Note, all or part of
the amount paid may be applied to principal, premium or interest in such order
and manner as shall be determined by the holder in its discretion.

         No reference in this Promissory Note to the Mortgage or any guaranty or
any other document shall impair the obligation of the Maker, which is absolute
and unconditional, to pay all amounts under this Promissory Note strictly in
accordance with the terms of this Promissory Note.

         The Maker agrees to pay on demand all costs of collection, including
reasonable attorneys' fees, incurred by the holder in enforcing the obligations
of the Maker under this Promissory Note.

         No delay or omission on the part of the holder in exercising any right
under this Promissory Note or the Mortgage shall operate as a waiver of such
right or of any other right of such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar to or waiver of the same or any other
right on any future occasion. The Maker and every indorser or

<PAGE>

guarantor of this Promissory Note regardless of the time, order or place of
signing waives presentment, demand, protest and notices of every kind and
assents to any extension or postponement of the time of payment or any other
indulgence, to any substitution, exchange or release of collateral, and to the
addition or release of any other party or person primarily or secondarily
liable.

         This Promissory Note may be prepaid in whole or in part at any time or
from time to time upon ten days' prior written notice with the consent of the
holder, with the giving of such consent to be in the sole discretion of the
holder. Any such prepayment shall be without premium or penalty.

         None of the terms or provisions of this Promissory Note may be
excluded, modified or amended except by a written instrument duly executed on
behalf of the holder expressly referring to this Promissory Note and setting
forth the provision so excluded, modified or amended.

         All rights and obligations hereunder shall be governed by the laws of
the Commonwealth of Massachusetts and this Promissory Note is executed as an
instrument under seal.

ATTEST:                                      /s/ Alan W. Milinazzo
                                             ----------------------------------
                                             Alan W. Milinazzo

By:    /s/ J. Neal Armstrong
       ----------------------------------------------
       J. Neal Armstrong
Title: Vice President and Chief Financial Officer
       ------------------------------------------

<PAGE>

                                    EXHIBIT A

                                   Collateral

The property located at 19 Harmon Park Road, York Harbor, Maine, more
particularly described as follows:

A certain lot or parcel of land located on the westerly side of Harmon Lane in
the Town of York, County of York and State of Maine and bounded and described as
follows:

         Beginning at an iron pipe located on the westerly sideline of Harmon
         Lane at land now or formerly of Henry W. Clark, Jr.;

         THENCE, South 40 degrees - 23 minutes 09 seconds East along the
         westerly sideline of Harmon Lane for a distance of 159.57 feet to an
         iron pipe;

         THENCE, South 33 degrees - 13 minutes - 42 seconds East along said Lane
         for a distance of 59.05 feet to an iron pipe at other land now or
         formerly of Robert M. Tonge and Muriel S. Tonge;

         THENCE South 58 degrees - 43 minutes - 25 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         88.03 feet;

         THENCE, South 70 degrees - 25 minutes - 19 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         76.45 feet to the York River;

         THENCE, along the River by the following courses: North 31 degrees - 40
         minutes - 27 seconds West for a distance of 61.21 feet; North 31
         degrees - 49 minutes - 11 seconds West for a distance of 71.33 feet;
         North 30 degrees - 47 minutes - 16 seconds West for a distance of 46.66
         feet to land of said Clark;

         THENCE, North 49 degrees - 36 minutes - 32 seconds East along land of
         said Clark for a distance of 138.07 feet to the point of beginning.

Including rights of record to the land between the low and high water lines.
Containing 0.711 acres, more or less, to the high water line of the York River.

Subject to and benefiting from all rights-of-way, easements, covenants and other
matters of record.

<PAGE>

                                    Exhibit B

                                Form of Mortgage

                                    MORTGAGE

         Alan W. Milinazzo and Anne T. Milinazzo (the "Mortgagor"), FOR

CONSIDERATION PAID, hereby GIVE, GRANT, BARGAIN, SELL, ASSIGN and CONVEY to

Aspect Medical Systems, Inc., a Delaware corporation with its principal place of

business at 141 Needham Street, Newton, Massachusetts (the "Mortgagee"), with

MORTGAGE COVENANTS to secure the payment of FIFTY-THOUSAND DOLLARS ($50,000) at

the times, in the manner and with interest all as provided in a certain Secured

Promissory Note, dated May __, 2002 from Alan W. Milinazzo to Mortgagee (the

"Note"), and also to secure the performance of all covenants and agreements

herein and in said note contained, the real estate described in Exhibit A

attached hereto and made a part hereof (the "Premises"), together with all

equipment and fixtures now or hereafter thereon which are, or can by agreement

be made, a part of the realty.

         Mortgagor covenants and agrees with the Mortgagee as follows:

         (1)      The Note and interest thereon and any obligations of Mortgagor
                  to Mortgagee, will be paid all as the same become due and
                  payable;

         (2)      To pay prior to the time when interest starts to accrue all
                  taxes, charges, assessments and all water and sewer charges
                  assessed on the Premises or on any interest therein and in
                  order to assure payment of all such items from time to time
                  assessed on the Premises, to pay to the holder on dates when
                  installments of principal or interest are payable such sums as
                  the holder determines are sufficient to provide in the
                  aggregate a fund adequate to pay such taxes, charges,
                  assessments and water and sewer charges as they become due,
                  all sums so paid to be applied by the holder toward such
                  payment and any balance to be accounted for to Mortgagor, but
                  without any responsibility on the part of the holder to
                  account to the Mortgagor for any interest, earnings or profits
                  on or with respect to such payments except as provided by law;

         (3)      To keep the Premises in good repair, order, and condition, and
                  not to commit or suffer any strip or waste thereof or any
                  violation of any law or ordinance affecting

<PAGE>

                  the same or the use thereof (any such use prohibited or
                  enjoined by any public official or court being conclusively
                  deemed a violation for purposes of this mortgage), or any act
                  thereon tending to harm the Premises whether or not such act
                  may constitute waste; and not to make nor permit any material
                  alteration in the use, occupancy or structural condition of
                  the Premises without in each instance obtaining the prior
                  written consent of the holder;

         (4)      To keep the buildings now or hereafter on the Premises insured
                  against fire and perils included under standard extended
                  coverage and such other hazards as the holder may from time
                  to time reasonably require, and to obtain liability insurance
                  with respect to the Premises as the holder may from time to
                  time reasonably require, all policies of such insurance or
                  certificates thereof to be deposited with the holder, if the
                  holder so requests, and first payable in case of loss to the
                  holder and to be written by such companies, on such terms, in
                  such form and for such periods and amounts as the holder
                  shall from time to time require (hereby irrevocably granting
                  to the holder, in the event of foreclosure, full authority as
                  Mortgagor's true and lawful attorney-in-fact, coupled with an
                  interest, with full power of substitution, to cancel such
                  insurance and retain the return premiums thereof or to
                  transfer such insurance to any person or persons claiming
                  title to the Premises or any part thereof by virtue of
                  foreclosure proceedings);

         (5)      That if the Premises, or any part thereof, shall be damaged by
                  fire or other hazard, the proceeds of any contract of
                  insurance shall, to the extent of the indebtedness then
                  remaining unpaid, be paid to the holder, and, at its option,
                  may be applied in whole or in part to the payment of the debt
                  secured hereby or to the cost of repairing or rebuilding of
                  the Premises;

         (6)      In case of a taking of the Premises or any part thereof by any
                  public authority pursuant to the power of eminent domain, the
                  proceeds of all judgments and awards of damages and of all
                  settlements made by the parties in interest, shall be paid to
                  the holder, and, at its option, may be applied in whole or in
                  part to the payment of the debt secured hereby or the holder
                  may release the same to the owner of the Premises;

         (7)      At any time upon notice from the holder to submit for
                  examination all leases then in force affecting the Premises
                  and on demand to assign and deliver to the holder any or all
                  of such leases, such assignments to be made by instruments in
                  form satisfactory to the holder (hereby irrevocably granting
                  to the holder full authority as Mortgagor's true and lawful
                  attorney-in-fact, coupled with an interest, with full power of
                  substitution, to make, execute, acknowledge and deliver such
                  assignments);

         (8)      Not to contract for the payment of nor accept rents for
                  periods of more than one month in advance; and to deliver to
                  the holder within 15 days after written demand therefor a
                  detailed statement certified by Mortgagor setting forth the
                  rents and profits received from the Premises for the period
                  specified in such demand, the disbursements made for said
                  period, and the names of all tenants of the Premises; and, if
                  requested by the holder, to furnish to the holder within 60
                  days



<PAGE>

                  after the end of each fiscal year during the term of this
                  mortgage a statement of annual income and expenses with
                  respect to the Premises certified by a certified public
                  accountant;

         (9)      To pay to the holder on demand the amount of any tax assessed
                  on the debt or obligation (including both principal and
                  interest) secured hereby, and also that portion of any tax on
                  the holder's deposits which may result from the fact that the
                  amount invested in this mortgage is not exempt from such tax;

         (10)     Not to purchase any equipment, fixtures or materials now or
                  hereafter becoming a part of the realty whether by agreement
                  of the parties or otherwise which are subject to a security
                  interest in favor of others unless prior written consent
                  thereto has been obtained from the holder;

         (11)     To permit the holder or the holder's representative to examine
                  the Premises at any reasonable time;

         (12)     In case any default in any covenant or condition of this
                  mortgage, any prior mortgage or other agreements herein
                  referred to, if any, shall exist: the entire mortgage debt
                  shall become due at the option of the holder; the holder
                  shall have the right to enter immediately upon and take
                  possession of the Premises without consent of the owner
                  thereof and without the commencement of any action to
                  foreclose this mortgage; the holder shall have the further
                  right, with or without such possession, to collect and
                  receive all rents, issues, and profits arising out of or in
                  connection with the Premises and to apply the same (after the
                  payment of all necessary charges and expenses in connection
                  with the operation of the Premises, including any managing
                  agent's commission) toward any sums due the holder under the
                  terms hereof and of said note; and the holder, to cure such
                  default, may apply any deposits or any sums credited by or
                  due from the holder to Mortgagor (without being first
                  required to enforce any other rights of the holder against
                  Mortgagor, or against the Premises);

         (13)     In the event that title to the Premises becomes vested in
                  anyone other than Mortgagor the entire mortgage debt shall, at
                  the option of the holder, become due and payable on demand;
                  however, the holder may without notice to Mortgagor deal with
                  such successor in interest with reference to the mortgage, the
                  Premises and the debt hereby secured, in the same manner as
                  with Mortgagor, without in any way discharging the liability
                  of the Mortgagor or of any endorser or guarantor under the
                  mortgage or upon the debt hereby secured;

         (14)     No forbearance on the part of the holder, and no change,
                  modification or extension, whether oral or in writing of the
                  time or manner for the payment of the whole or any part of the
                  debt hereby secured or change in the interest rate on said
                  debt, or any other indulgence given by the holder to any
                  persons other than Mortgagor, shall operate to release or in
                  any manner affect the original liability of Mortgagor or of
                  any endorser or guarantor, notice of any such change,
                  modification, extension, or indulgence being waived;



<PAGE>

         (15)     In case of a foreclosure sale, the holder shall be entitled to
                  retain one percent of the purchase money, in addition to the
                  costs, charges, and expenses incurred by the holder or allowed
                  under the Statutory Power of Sale, if applicable, or any other
                  method of foreclosure applicable under local law; and if
                  surplus proceeds are realized from a foreclosure sale,
                  Mortgagee shall not be liable for any interest thereon pending
                  distribution of such proceeds by Mortgagee;

         (16)     That the holder is authorized: to pay all taxes, charges,
                  assessments, and water and sewer charges with interest, costs
                  and charges accrued thereon, which may at any time be a lien
                  upon the Premises or any part thereof; to pay the premiums
                  for any policies of insurance required hereunder; to incur
                  and pay reasonable expenses in protecting its rights
                  hereunder and the security hereby granted including, without
                  limitation, expenses for repairs to the Premises and
                  attorneys' fees in connection with the enforcement or
                  protection of any right or interest of the holder hereunder
                  and under said note; to pay any sums required in order to
                  obtain a discharge of any security interest of others in any
                  equipment, fixtures, or materials comprising part of the
                  Premises, all in the event that such payments have not been
                  made by Mortgagor as herein provided; and to add all amounts
                  so paid to the principal sum secured hereby; and to apply to
                  any of the foregoing purposes or to the repayment of any
                  amounts so paid by the holder any sums held hereunder by
                  Mortgagee;

         (17)     The holder in the exercise of the power of sale herein given
                  may sell the entire Premises or any part thereof, in any
                  order, as elected by the holder in its sole discretion; and in
                  case the holder elects to sell in parcels the sales of such
                  parcels may be held from time to time and the power shall not
                  be exhausted until all of the Premises not previously released
                  shall have been sold;

         (18)     The entire indebtedness secured hereby shall become
                  immediately due and payable at the option of holder without
                  notice to Mortgagor, and a default shall exist hereunder, if
                  (a) Mortgagor is in default under its covenant to pay the
                  Note; (b) Mortgagor is not paying its debts as such debts
                  become due, becomes insolvent, files or has filed against it
                  a petition under any chapter of the U.S. Bankruptcy Code, 11
                  U.S.C. [sec] 101 et seq. or any similar petition under any
                  insolvency law of any jurisdiction (and in the case of a
                  petition filed against it, such petition is not dismissed
                  within 30 days), proposes any dissolution liquidation,
                  composition, financial reorganization or recapitalization
                  with creditors, makes an assignment or trust mortgage for the
                  benefit of creditors, or if a receiver, trustee, custodian or
                  similar agent is appointed or takes possession with respect
                  to the Premises; (c) the Premises or any part thereof shall
                  be sold, transferred, assigned, or otherwise disposed of; (d)
                  any security interest, lien or encumbrance shall be created
                  on the Premises or any part thereof by operation of law or
                  otherwise and is not discharged of record within 30 days,
                  except with the written consent of Mortgagee; (e) any
                  foreclosure of a junior mortgage or any junior lien of any
                  kind on the Premises or any part thereof should be commenced;
                  (f) any levy or sale upon execution or other proceedings of
                  any nature shall occur whereby Mortgagor shall be deprived of
                  its title or right of possession to the Premises or any part
                  thereof; or (g) any license or permit to operate the business



<PAGE>

                  conducted on the Premises by Mortgagor is suspended or
                  revoked and such suspension or revocation is not terminated
                  within 30 days. If any default in the performance or
                  observance of any other term or condition of this mortgage
                  shall continue for 15 days after written notice from
                  Mortgagee to Mortgagor, or in the case of defaults which
                  cannot be cured within such 15 day period, if Mortgagor has
                  not commenced to cure such default within such 15 day period
                  and does not reasonably continue to prosecute such cure until
                  completion, the entire indebtedness secured hereby shall
                  become immediately due and payable at the option of the
                  holder.

         (19)     If this mortgage, by its terms, is now, or at any time,
                  subject or subordinate to a prior mortgage or mortgages,
                  Mortgagor agrees (a) not to agree, without the consent of the
                  holder, to the modification, amendment or extension of the
                  terms or conditions of such prior mortgage or mortgages and
                  (b) to comply with the terms of such prior mortgage or
                  mortgages, the holder hereof having the right to cure any
                  default under a prior mortgage and to add to the debt secured
                  by this mortgage the reasonable costs of curing such default;

         (20)     Mortgagor will not create or permit, and will promptly
                  discharge, any lien or other encumbrance on the Premises
                  whether inferior or superior to this mortgage unless Mortgagee
                  otherwise agrees in writing.

         The word "holder" as used herein shall be construed as descriptive of

Mortgagee named herein and of any subsequent holder or holders hereof; the word

"Mortgagor" as used herein shall be construed as descriptive of Mortgagor named

herein and of any subsequent owner or owners of the equity of redemption of the

Premises; and all of the covenants and agreements of Mortgagor herein contained

are joint and several if Mortgagor is more than one person and shall be binding

upon the heirs, executors, administrators, successors and assigns of Mortgagor.

         This MORTGAGE is upon the STATUTORY CONDITION, and upon the further

condition that all covenants and agreements of Mortgagor herein and in said note

contained shall be kept and fully performed for any breach of which the holder

hereof shall have the STATUTORY POWER OF SALE pursuant to M.R.S.A. Sec. 501-A,

which is hereby granted to Mortgagee and is incorporated herein and made a part

hereof by reference. The above described Statutory Power of Sale shall only

apply if Mortgagor is a "Corporation," "Partnership," "Limited Liability

Company," or "Trustee of a Trust" as provided in 33 M.R.S.A. Sec. 501-A.



<PAGE>

         All notices required or permitted to be given hereunder shall be in

writing and delivered by hand or mailed postage prepaid, by registered or

certified mail, addressed in the case of Mortgagor to 23 Appleton Street,

Boston, Massachusetts 02116 and in the case of Mortgagee to 141 Needham Street,

Newton, Massachusetts 02464 or in the case of either party to such other address

as shall be designated by written notice given to the other party. Any such

notice shall be deemed given when so delivered by hand or, if so mailed, when

deposited with the U.S. Postal Service.

         Executed under seal on __________, _____ 2002.

                                                        ________________________
                                                        Alan W. Milinazzo

                                                        ________________________
                                                        Anne T. Milinazzo



<PAGE>

                       THE COMMONWEALTH OF MASSACHUSETTS

                    , ss.                        May 30, 2002

         Then personally appeared the above-named J. Neal Armstrong, Vice

President and CFO of Aspect Medical Systems, Inc., and acknowledged the

foregoing instrument to be the free act and deed of Aspect Medical Systems,

Inc., before me,

          KATELYN KELLEHER                      /s/ Katelyn Kelleher
           Notary Public                        --------------------------------
    Commonwealth of Massachusetts               Notary Public
       My Commission Expires                    My commission expires: 12/26/08
         December 26, 2008

                        THE COMMONWEALTH OF MASSACHUSETTS

                    ,ss.                         May 30, 2002

         Then personally appeared the above-named Alan W. Milinazzo, and

acknowledged the foregoing instrument to be his free act and deed, before me,

          KATELYN KELLEHER                      /s/ Katelyn Kelleher
            Notary Public                       --------------------------------
    Commonwealth of Massachusetts               Notary Public
        My Commission Expires                   My commission expires: 12/26/08
          December 26, 2008

                              THE STATE OF MAINE

                    ,ss.                           ________________, 2002

         Then personally appeared the above-named Anne T. Milinazzo, and

acknowledged the foregoing instrument to be her free act and deed, before me,

                                                ________________________________
                                                Notary Public
                                                My commission expires:



<PAGE>

                                    EXHIBIT A

The property located at 19 Harmon Park Road, York Harbor, Maine, more
particularly described as follows:

A certain lot or parcel of land located on the westerly side of Harmon Lane in
the Town of York, County of York and State of Maine and bounded and described as
follows:

         Beginning at an iron pipe located on the westerly sideline of Harmon
         Lane at land now or formerly of Henry W. Clark, Jr.;

         THENCE, South 40 degrees - 23 minutes 09 seconds East along the
         westerly sideline of Harmon Lane for a distance of 159.57 feet to an
         iron pipe;

         THENCE, South 33 degrees - 13 minutes - 42 seconds East along said Lane
         for a distance of 59.05 feet to an iron pipe at other land now or
         formerly of Robert M. Tonge and Muriel S. Tonge;

         THENCE South 58 degrees - 43 minutes - 25 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         88.03 feet;

         THENCE, South 70 degrees - 25 minutes - 19 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         76.45 feet to the York River;

         THENCE, along the River by the following courses: North 31 degrees - 40
         minutes - 27 seconds West for a distance of 61.21 feet; North 31
         degrees - 49 minutes - 11 seconds West for a distance of 71.33 feet;
         North 30 degrees - 47 minutes - 16 seconds West for a distance of 46.66
         feet to land of said Clark;

         THENCE, North 49 degrees - 36 minutes - 32 seconds East along land of
         said Clark for a distance of 138.07 feet to the point of beginning.

Including rights of record to the land between the low and high water lines.
Containing 0.711 acres, more or less, to the high water line of the York River.

Subject to and benefiting from all rights-of-way, easements, covenants and other
matters of record.


<PAGE>

                                    MORTGAGE

         Alan W. Milinazzo and Anne T. Milinazzo (the "Mortgagor"), FOR

CONSIDERATION PAID, hereby GIVE, GRANT, BARGAIN, SELL, ASSIGN and CONVEY to

Aspect Medical Systems, Inc., a Delaware corporation with its principal place of

business at 141 Needham Street, Newton, Massachusetts (the "Mortgagee"), with

MORTGAGE COVENANTS to secure the payment of FIFTY-THOUSAND DOLLARS ($50,000) at

the times, in the manner and with interest all as provided in a certain Secured

Promissory Note, dated May 30, 2002 from Alan W. Milinazzo to Mortgagee (the

"Note"), and also to secure the performance of all covenants and agreements

herein and in said note contained, the real estate described in Exhibit A

attached hereto and made a part hereof (the "Premises"), together with all

equipment and fixtures now or hereafter thereon which are, or can by agreement

be made, a part of the realty.

         Mortgagor covenants and agrees with the Mortgagee as follows:

         (1)      The Note and interest thereon and any obligations of Mortgagor
                  to Mortgagee, will be paid all as the same become due and
                  payable;

         (2)      To pay prior to the time when interest starts to accrue all
                  taxes, charges, assessments and all water and sewer charges
                  assessed on the Premises or on any interest therein and in
                  order to assure payment of all such items from time to time
                  assessed on the Premises, to pay to the holder on dates when
                  installments of principal or interest are payable such sums
                  as the holder determines are sufficient to provide in the
                  aggregate a fund adequate to pay such taxes, charges,
                  assessments and water and sewer charges as they become due,
                  all sums so paid to be applied by the holder toward such
                  payment and any balance to be accounted for to Mortgagor, but
                  without any responsibility on the part of the holder to
                  account to the Mortgagor for any interest, earnings or
                  profits on or with respect to such payments except as
                  provided by law;

         (3)      To keep the Premises in good repair, order, and condition, and
                  not to commit or suffer any strip or waste thereof or any
                  violation of any law or ordinance affecting the same or the
                  use thereof (any such use prohibited or enjoined by any
                  public official or court being conclusively deemed a
                  violation for purposes of this mortgage), or any act thereon
                  tending to harm the Premises whether or not such act may
                  constitute waste; and not to make nor permit any material
                  alteration in the use, occupancy or structural condition of
                  the Premises without in each instance obtaining the prior
                  written consent of the holder;



<PAGE>

         (4)      To keep the buildings now or hereafter on the Premises insured
                  against fire and perils included under standard extended
                  coverage and such other hazards as the holder may from time
                  to time reasonably require, and to obtain liability insurance
                  with respect to the Premises as the holder may from time to
                  time reasonably require, all policies of such insurance or
                  certificates thereof to be deposited with the holder, if the
                  holder so requests, and first payable in case of loss to the
                  holder and to be written by such companies, on such terms, in
                  such form and for such periods and amounts as the holder
                  shall from time to time require (hereby irrevocably granting
                  to the holder, in the event of foreclosure, full authority as
                  Mortgagor's true and lawful attorney-in-fact, coupled with an
                  interest, with full power of substitution, to cancel such
                  insurance and retain the return premiums thereof or to
                  transfer such insurance to any person or persons claiming
                  title to the Premises or any part thereof by virtue of
                  foreclosure proceedings);

         (5)      That if the Premises, or any part thereof, shall be damaged by
                  fire or other hazard, the proceeds of any contract of
                  insurance shall, to the extent of the indebtedness then
                  remaining unpaid, be paid to the holder, and, at its option,
                  may be applied in whole or in part to the payment of the debt
                  secured hereby or to the cost of repairing or rebuilding of
                  the Premises;

         (6)      In case of a taking of the Premises or any part thereof by any
                  public authority pursuant to the power of eminent domain, the
                  proceeds of all judgments and awards of damages and of all
                  settlements made by the parties in interest, shall be paid to
                  the holder, and, at its option, may be applied in whole or in
                  part to the payment of the debt secured hereby or the holder
                  may release the same to the owner of the Premises;

         (7)      At any time upon notice from the holder to submit for
                  examination all leases then in force affecting the Premises
                  and on demand to assign and deliver to the holder any or all
                  of such leases, such assignments to be made by instruments in
                  form satisfactory to the holder (hereby irrevocably granting
                  to the holder full authority as Mortgagor's true and lawful
                  attorney-in-fact, coupled with an interest, with full power of
                  substitution, to make, execute, acknowledge and deliver such
                  assignments);

         (8)      Not to contract for the payment of nor accept rents for
                  periods of more than one month in advance; and to deliver to
                  the holder within 15 days after written demand therefor a
                  detailed statement certified by Mortgagor setting forth the
                  rents and profits received from the Premises for the period
                  specified in such demand, the disbursements made for said
                  period, and the names of all tenants of the Premises; and, if
                  requested by the holder, to furnish to the holder within 60
                  days after the end of each fiscal year during the term of
                  this mortgage a statement of annual income and expenses with
                  respect to the Premises certified by a certified public
                  accountant;

         (9)      To pay to the holder on demand the amount of any tax assessed
                  on the debt or obligation (including both principal and
                  interest) secured hereby, and also that



                                      -2-
<PAGE>

                  portion of any tax on the holder's deposits which may result
                  from the fact that the amount invested in this mortgage is
                  not exempt from such tax;

         (10)     Not to purchase any equipment, fixtures or materials now or
                  hereafter becoming a part of the realty whether by agreement
                  of the parties or otherwise which are subject to a security
                  interest in favor of others unless prior written consent
                  thereto has been obtained from the holder;

         (11)     To permit the holder or the holder's representative to examine
                  the Premises at any reasonable time;

         (12)     In case any default in any covenant or condition of this
                  mortgage, any prior mortgage or other agreements herein
                  referred to, if any, shall exist: the entire mortgage debt
                  shall become due at the option of the holder; the holder
                  shall have the right to enter immediately upon and take
                  possession of the Premises without consent of the owner
                  thereof and without the commencement of any action to
                  foreclose this mortgage; the holder shall have the further
                  right, with or without such possession, to collect and
                  receive all rents, issues, and profits arising out of or in
                  connection with the Premises and to apply the same (after the
                  payment of all necessary charges and expenses in connection
                  with the operation of the Premises, including any managing
                  agent's commission) toward any sums due the holder under the
                  terms hereof and of said note; and the holder, to cure such
                  default, may apply any deposits or any sums credited by or
                  due from the holder to Mortgagor (without being first
                  required to enforce any other rights of the holder against
                  Mortgagor, or against the Premises);

         (13)     In the event that title to the Premises becomes vested in
                  anyone other than Mortgagor the entire mortgage debt shall, at
                  the option of the holder, become due and payable on demand;
                  however, the holder may without notice to Mortgagor deal with
                  such successor in interest with reference to the mortgage, the
                  Premises and the debt hereby secured, in the same manner as
                  with Mortgagor, without in any way discharging the liability
                  of the Mortgagor or of any endorser or guarantor under the
                  mortgage or upon the debt hereby secured;

         (14)     No forbearance on the part of the holder, and no change,
                  modification or extension, whether oral or in writing of the
                  time or manner for the payment of the whole or any part of the
                  debt hereby secured or change in the interest rate on said
                  debt, or any other indulgence given by the holder to any
                  persons other than Mortgagor, shall operate to release or in
                  any manner affect the original liability of Mortgagor or of
                  any endorser or guarantor, notice of any such change,
                  modification, extension, or indulgence being waived;

         (15)     In case of a foreclosure sale, the holder shall be entitled to
                  retain one percent of the purchase money, in addition to the
                  costs, charges, and expenses incurred by the holder or allowed
                  under the Statutory Power of Sale, if applicable, or any other
                  method of foreclosure applicable under local law; and if
                  surplus proceeds are realized from a foreclosure sale,
                  Mortgagee shall not be liable for any interest thereon pending
                  distribution of such proceeds by Mortgagee;



                                      -3-
<PAGE>

         (16)     That the holder is authorized: to pay all taxes, charges,
                  assessments, and water and sewer charges with interest, costs
                  and charges accrued thereon, which may at any time be a lien
                  upon the Premises or any part thereof; to pay the premiums
                  for any policies of insurance required hereunder; to incur
                  and pay reasonable expenses in protecting its rights
                  hereunder and the security hereby granted including, without
                  limitation, expenses for repairs to the Premises and
                  attorneys' fees in connection with the enforcement or
                  protection of any right or interest of the holder hereunder
                  and under said note; to pay any sums required in order to
                  obtain a discharge of any security interest of others in any
                  equipment, fixtures, or materials comprising part of the
                  Premises, all in the event that such payments have not been
                  made by Mortgagor as herein provided; and to add all amounts
                  so paid to the principal sum secured hereby; and to apply to
                  any of the foregoing purposes or to the repayment of any
                  amounts so paid by the holder any sums held hereunder by
                  Mortgagee;

         (17)     The holder in the exercise of the power of sale herein given
                  may sell the entire Premises or any part thereof, in any
                  order, as elected by the holder in its sole discretion; and in
                  case the holder elects to sell in parcels the sales of such
                  parcels may be held from time to time and the power shall not
                  be exhausted until all of the Premises not previously released
                  shall have been sold;

         (18)     The entire indebtedness secured hereby shall become
                  immediately due and payable at the option of holder without
                  notice to Mortgagor, and a default shall exist hereunder, if
                  (a) Mortgagor is in default under its covenant to pay the
                  Note; (b) Mortgagor is not paying its debts as such debts
                  become due, becomes insolvent, files or has filed against it
                  a petition under any chapter of the U.S. Bankruptcy Code, 11
                  U.S.C.[sec] 101 et seq. or any similar petition under any
                  insolvency law of any jurisdiction (and in the case of a
                  petition filed against it, such petition is not dismissed
                  within 30 days), proposes any dissolution liquidation,
                  composition, financial reorganization or recapitalization
                  with creditors, makes an assignment or trust mortgage for the
                  benefit of creditors, or if a receiver, trustee, custodian or
                  similar agent is appointed or takes possession with respect
                  to the Premises; (c) the Premises or any part thereof shall
                  be sold, transferred, assigned, or otherwise disposed of; (d)
                  any security interest, lien or encumbrance shall be created
                  on the Premises or any part thereof by operation of law or
                  otherwise and is not discharged of record within 30 days,
                  except with the written consent of Mortgagee; (e) any
                  foreclosure of a junior mortgage or any junior lien of any
                  kind on the Premises or any part thereof should be commenced;
                  (f) any levy or sale upon execution or other proceedings of
                  any nature shall occur whereby Mortgagor shall be deprived of
                  its title or right of possession to the Premises or any part
                  thereof; or (g) any license or permit to operate the business
                  conducted on the Premises by Mortgagor is suspended or
                  revoked and such suspension or revocation is not terminated
                  within 30 days. If any default in the performance or
                  observance of any other term or condition of this mortgage
                  shall continue for 15 days after written notice from
                  Mortgagee to Mortgagor, or in the case of defaults which
                  cannot be cured within such 15 day period, if Mortgagor has
                  not commenced to cure such default within such 15 day period
                  and does not reasonably continue to prosecute such cure until
                  completion, the entire



                                      -4-
<PAGE>

                  indebtedness secured hereby shall become immediately due and
                  payable at the option of the holder.

         (19)     If this mortgage, by its terms, is now, or at any time,
                  subject or subordinate to a prior mortgage or mortgages,
                  Mortgagor agrees (a) not to agree, without the consent of the
                  holder, to the modification, amendment or extension of the
                  terms or conditions of such prior mortgage or mortgages and
                  (b) to comply with the terms of such prior mortgage or
                  mortgages, the holder hereof having the right to cure any
                  default under a prior mortgage and to add to the debt secured
                  by this mortgage the reasonable costs of curing such default;

         (20)     Mortgagor will not create or permit, and will promptly
                  discharge, any lien or other encumbrance on the Premises
                  whether inferior or superior to this mortgage unless Mortgagee
                  otherwise agrees in writing.

         The word "holder" as used herein shall be construed as descriptive of

Mortgagee named herein and of any subsequent holder or holders hereof; the word

"Mortgagor" as used herein shall be construed as descriptive of Mortgagor named

herein and of any subsequent owner or owners of the equity of redemption of the

Premises; and all of the covenants and agreements of Mortgagor herein contained

are joint and several if Mortgagor is more than one person and shall be binding

upon the heirs, executors, administrators, successors and assigns of Mortgagor.

         This MORTGAGE is upon the STATUTORY CONDITION, and upon the further

condition that all covenants and agreements of Mortgagor herein and in said note

contained shall be kept and fully performed for any breach of which the holder

hereof shall have the STATUTORY POWER OF SALE pursuant to M.R.S.A. Sec. 501-A,

which is hereby granted to Mortgagee and is incorporated herein and made a part

hereof by reference. The above described Statutory Power of Sale shall only

apply if Mortgagor is a "Corporation," "Partnership," "Limited Liability

Company," or "Trustee of a Trust" as provided in 33 M.R.S.A. Sec. 501-A.

         All notices required or permitted to be given hereunder shall be in

writing and delivered by hand or mailed postage prepaid, by registered or

certified mail, addressed in the case of Mortgagor to 23 Appleton Street,

Boston, Massachusetts 02116 and in the case of Mortgagee to 141 Needham Street,

Newton, Massachusetts 02464 or in the case of either party to such other


                                      -5-
<PAGE>

address as shall be designated by written notice given to the other party. Any

such notice shall be deemed given when so delivered by hand or, if so mailed,

when deposited with the U.S. Postal Service.

         Executed under seal on May, 30 2002.

                                                 /s/ Alan W. Milinazzo
                                                 -------------------------------
                                                 Alan W. Milinazzo

                                                 /s/ Anne T. Milinazzo
                                                 -------------------------------
                                                 Anne T. Milinazzo



                                      -6-
<PAGE>

                       THE COMMONWEALTH OF MASSACHUSETTS

                    , ss.                        May 30, 2002

         Then personally appeared the above-named J. Neal Armstrong, Vice

President and CFO of Aspect Medical Systems, Inc., and acknowledged the

foregoing instrument to be the free act and deed of Aspect Medical Systems,

Inc., before me,

         KATELYN KELLEHER                       /s/ Katelyn Kelleher
           Notary Public                        --------------------------------
   Commonwealth of Massachusetts                Notary Public
       My Commission Expires                    My commission expires: 12/26/08
         December 26, 2008

                               THE STATE OF MAINE

                    ,ss.                             May 30, 2002

         Then personally appeared the above-named Alan W. Milinazzo, and

acknowledged the foregoing instrument to be his free act and deed, before me,

                                                /s/ Lisa E. Desotelle
                                                --------------------------------
                                                Notary Public
                                                My commission expires:

                                               LISA E. DESOTELLE
                                                 NOTARY PUBLIC         [Seal]
                                                State of Maine
                                          MY COMMISSION EXPIRES JAN 7, 2006

                               THE STATE OF MAINE

                    ,ss.                         May 30, 2002

         Then personally appeared the above-named Anne T. Milinazzo, and

acknowledged the foregoing instrument to be her free act and deed, before me,

                                                /s/ Lisa E. Desotelle
                                                --------------------------------
                                                Notary Public
                                                My commission expires:

                                               LISA E. DESOTELLE
                                                 NOTARY PUBLIC         [Seal]
                                                State of Maine
                                          MY COMMISSION EXPIRES JAN 7, 2006


                                      -7-
<PAGE>

                                    EXHIBIT A

The property located at 19 Harmon Park Road, York Harbor, Maine, more
particularly described as follows:

A certain lot or parcel of land located on the westerly side of Harmon Lane in
the Town of York, County of York and State of Maine and bounded and described as
follows:

         Beginning at an iron pipe located on the westerly sideline of Harmon
         Lane at land now or formerly of Henry W. Clark, Jr.;

         THENCE, South 40 degrees - 23 minutes 09 seconds East along the
         westerly sideline of Harmon Lane for a distance of 159.57 feet to an
         iron pipe;

         THENCE, South 33 degrees - 13 minutes - 42 seconds East along said Lane
         for a distance of 59.05 feet to an iron pipe at other land now or
         formerly of Robert M. Tonge and Muriel S. Tonge;

         THENCE South 58 degrees - 43 minutes - 25 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         88.03 feet;

         THENCE, South 70 degrees - 25 minutes - 19 seconds West along land now
         or formerly of Robert M. Tonge and Muriel S. Tonge for a distance of
         76.45 feet to the York River;

         THENCE, along the River by the following courses: North 31 degrees - 40
         minutes - 27 seconds West for a distance of 61.21 feet; North 31
         degrees - 49 minutes - 11 seconds West for a distance of 71.33 feet;
         North 30 degrees - 47 minutes - 16 seconds West for a distance of 46.66
         feet to land of said Clark;

         THENCE, North 49 degrees - 36 minutes - 32 seconds East along land of
         said Clark for a distance of 138.07 feet to the point of beginning.

Including rights of record to the land between the low and high water lines.
Containing 0.711 acres, more or less, to the high water line of the York River.

Subject to and benefiting from all rights-of-way, easements, covenants and other
matters of record.