Amendment To Revolving Credit Facility

FIRST AMENDMENT TO LOAN AGREEMENT


THIS AMENDMENT is made as of December 21, 2001 by ASPECT MEDICAL SYSTEMS, INC. (the "BORROWER") and FLEET NATIONAL BANK ("the LENDER").


RECITALS


A. The Lender and the Borrower are parties to a letter agreement dated as of May 16, 2001 (the "LOAN AGREEMENT"). Capitalized terms used herein without definition have the meanings assigned to them in the Loan Agreement.


B. The Borrower and the Bank desire to clarify Section 3. 7 of the Loan Agreement.


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


I. AMENDMENT TO LOAN AGREEMENT. Section 3.7 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:


"The Borrower will maintain at all times an aggregate amount of Ready
Assets with a net equity value (determined at face value) in excess of
$25,000,000."


II. NO FURTHER AMENDMENTS.


Except as specifically amended hereby, the Loan Agreement and the Pledge Agreement shall remain unmodified and in full force and effect and are hereby ratified and affirmed in ...