SEVERANCE AGREEMENT AND GENERAL RELEASE

a.

The effective date of the end of your employment with the Company will be December 31, 2008, or such earlier date as may be determined by the Company in accordance with this Paragraph 1 (the "Separation Date"). The period of time from your execution of this Agreement until the Separation Date is defined as the "Transition Period." During the Transition Period, you agree to continue to satisfactorily perform your normal employment duties and any other task as requested by the Company and consistent with your position, and to be available to assist the Company in transitioning your duties. The Company will continue to pay your base salary, less all applicable taxes and withholdings, as well as customary benefits, through the Separation Date, unless you voluntarily resign from your position before the Separation Date or the Company ends your employment with "Cause, " which for purposes of this Paragraph 1 is defined as: (a) your willful and continued failure to perform your duties as set forth in this Paragraph 1; or (b) your willful engagement in illegal conduct or misconduct which is materially injurious to the Company.

b.

Provided that you satisfactorily perform your duties through December 31, 2008 as set forth in Paragraph 1.a. above and you have met the requirements of the Aspect Medical Systems 2008 Annual Incentive Plan (the "Plan"), you will be eligible to receive your 2008 bonus in accordance with and under the terms of the Plan. The amount of your bonus shall be determined and paid after the Company’s Board of Directors determines your bonus award, but no later than by March 15, 2009. This bonus is separate from and unrelated to the Severance Bonus set forth in Attachment A below and constitutes compensation unrelated to the severance benefits.

c.

The Company agrees to engage you as a Consultant pursuant to the terms and conditions set forth in the Consulting Agreement attached to this Agreement as Attachment C.

2.

Description of Severance Benefits — The severance benefits paid to you if you timely sign and return this Agreement and the Release of Claims at Attachment B, do not revoke your acceptance to either agreement within the applicable seven (7) day revocation period, and satisfactorily fulfill all your obligations set forth in this Agreement and in the Consulting Agreement attached to this Agreement as Attachment C are described in the "Description of Severance Benefits" attached as Attachment A.

If you fail to fulfill your obligations set forth in this Agreement or the Consulting Agreement attached to this Agreement as Attachment C, including your obligation to timely execute and not revoke your acceptance of this Agreement and the Release of Claims at Attachment B, (x) you shall forfeit any portion of the severance benefits with respect to which payment has not yet been made; (y) all of the Company’s obligations under this Agreement to provide any remaining severance benefits shall immediately cease; and (z) you shall reimburse the Company for all severance benefits previously received from the Company under this Agreement within five (5) business days, including any portion of the Severance Pay, the Severance Bonus, and payments for group health insurance and your attorney’s fees described in Attachment A.

3.

Release — In consideration of the payment of the severance benefits described in Attachment A, which you acknowledge you would not otherwise be entitled to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the "Released Parties") from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which you ever had or now have against the Released Parties, including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq ., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq ., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq ., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq ., the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. § 2101 et seq. , Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1514(A), and the Massachusetts Fair Employment Practices Act., M.G.L. c.151B, §1 et seq ., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq ., the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. §1001 et seq ., the Massachusetts Civil Rights Act, M.G.L. c.12 §§11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, §102 and M.G.L. c.214, §1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq ., the Massachusetts Maternity Leave Act, M.G.L. c. 149, § 105D, and the Massachusetts Privacy Act, M.G.L. c. 214, §1B, all as amended; all common law claims including, but not limited to, actions in tort, defamation, intentional infliction of

emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including, but not limited to, claims to stock or stock options; and any claim or damage arising out of your employment with or separation from the Company (including a claim for retaliation, wrongful discharge, or wrongful discharge in violation of public policy) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement (i) prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not be able to recover any monetary benefits in connection with any such claim, charge or proceeding); (ii) affects your rights, if any, to vested benefits under the Company’s benefit plans or programs; (iii) affects any of your rights to indemnification which you possessed as of the Separation Date; or (iv) shall be construed to bar or limit your rights to enforce your rights under this Agreement.

4.

Non-Disclosure and Non-Solicitation — As additional consideration for your execution and non-revocation of this Agreement and the Release of Claims at Attachment B, the Company agrees to waive the non-competition obligations set forth at Paragraph 5 of the Non-disclosure, Developments, Non-Competition and Non-Solicitation Agreement you executed at the inception of your employment (the "NDA"). However, the remaining provisions of the NDA shall remain in full force and effect, and you hereby acknowledge and reaffirm your obligation to keep confidential all non-public information concerning the Company which you acquired during the course of your employment with the Company, as well as your obligations with respect to non-solicitation, all as stated more fully in the NDA.

5.

Return of Company Property — You confirm that by the Separation Date, you will have returned to the Company all Company property including, but not limited to, all keys, files, records (and all copies thereof), documents (and all copies thereof), electronic data (and all copies thereof), software (and all copies thereof), equipment, (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, Company vehicles and any other Company-owned property which is in your possession or control, and will leave intact all electronic Company documents, including, but not limited to, those which you developed or help develop during your employment. You further confirm that by the Separation Date, you will have cancelled all accounts for your benefit, if any, in the Company’s name, including but not limited to, all credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

6.

Mutual Non-Disparagement — You understand and agree that as a condition for payment to you of the consideration herein described, you shall not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs and financial condition. The Company agrees to instruct those of its officers and members of its Board of Directors as of the date of this Agreement, not to make any false, disparaging or derogatory statements about you, or your employment with or separation from the Company.

7.

Tax Provision — In connection with the severance benefits provided to you pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such severance benefits under applicable law. You acknowledge that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the severance benefits set forth in Attachment A.

8.

Section 409A — The Company makes no representations or warranty and shall have no liability to you if any provisions of this Agreement are determined to constitute deferred compensation subject to Internal Revenue Code Section 409A but not to satisfy the conditions of that section.

9.

Amendment — This Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

10.

Waiver of Rights — No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

11.

Validity — Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

12.

Confidentiality — To the extent permitted by law, you understand and agree that as a condition for payment to you of the severance benefits herein described, the terms and contents of this Agreement (including Attachments A, B, and C), and the contents of the negotiations and discussions resulting in this Agreement and its Attachments, shall be maintained as confidential by you and your agents and representatives and shall not be disclosed to any persons except your immediate family, attorneys, and financial advisors, and to them only provided that they also agree to keep the information completely confidential. Nothing in this paragraph limits your rights to disclose the existence and terms of this Agreement: (a)&n