Exhibit 99.2

ANNUAL REPORT

For the fiscal year ended September 30, 2000

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full title of the plan)

4-D NEUROIMAGING
(formerly Biomagnetic Technologies, Inc.)
9727 Pacific Heights Blvd., San Diego, California 92121-3719
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(Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office)

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN

INDEX TO FINANCIAL STATEMENTS

Page
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Report of Independent Public Accountants 2

Statements of Net Assets Available for Benefits 3
at September 30, 2000 and 1999

Statements of Changes in Net Assets Available for Benefits 4
for the years ended September 30, 2000, 1999 and 1998

Notes to Financial Statements 5

Signatures 9

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Administrative Committee and Participants of the Biomagnetic
Technologies, Inc. 1992 Employee Stock Purchase Plan:

We have audited the accompanying statements of net assets available for benefits
of the Biomagnetic Technologies, Inc. 1992 Employee Stock Purchase Plan (the
"Plan") as of September 30, 2000 and 1999, and the related statements of changes
in net assets available for benefits for each of the three years in the period
ended September 30, 2000. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
September 30, 2000 and 1999, and the changes in its net assets available for
benefits for each of the three years in the period ended September 30, 2000 in
conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Plan
will continue as a going concern. As discussed in Note C to the financial
statements, 4-D Neuroimaging (the "Company," formerly Biomagnetic Technologies,
Inc.) has historically reported significant net losses and negative cash flows
from operations and has serious liquidity concerns. As of September 30, 2000,
the Company had a working capital deficiency of $14,186,000 and a shareholders'
deficit of $3,720,000. Further, on December 29, 2000, the Company did not make
payment at maturity of a note payable to a bank of $11.9 million, including
accrued interest. These matters raise substantial doubt about the Plan's ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note C. The accompanying financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

/s/ Arthur Andersen LLP
San Diego, California
January 25, 2001

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

September 30,
--------------------
2000 1999
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Assets:

Cash and cash equivalents $ 64,913 $ 78,091

Participant contributions receivable 11,699 --

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76,612 78,091
Liabilities:

Payable to participants (76,612) --

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Net assets available for benefits $ - $ 78,091
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See accompanying notes to financial statements

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Years Ended September 30,
---------------------------------
2000 1999 1998
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Participant contributions $104,679 $68,688 $77,277
Interest income 2,526 1,186 3,229
Benefits paid to participants (185,296) (33,973) (182,046)
--------- -------- ---------
Net (decrease) increase in net assets
available for benefits (78,091) 35,901 (101,540)

Net assets available for benefits:

Beginning of year 78,091 42,190 143,730
--------- -------- ---------
End of year $ - $78,091 $42,190
========= ======== =========

See accompanying notes to financial statements

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE A. PLAN DESCRIPTION

In January 1992, the shareholders approved the establishment of the Biomagnetic
Technologies, Inc. 1992 Employee Stock Purchase Plan (the "Plan") under Section
423 of the Internal Revenue Code. The Plan is intended to provide eligible
employees with the opportunity to acquire an equity interest in 4-D Neuroimaging
(the "Company," formerly Biomagnetic Technologies, Inc.) through the acquisition
of purchase rights, implemented in a series of purchase periods. The Plan is
administered by a committee of two or more members of the Company's board of
directors (the "Plan Administrator"), as appointed by such board.

Generally, employees are eligible for participation in the Plan in the calendar
quarter following their first 90 days of continuous employment with the Company.
After enrollment, payroll deductions are made to acquire shares under the Plan
up to a maximum of the lesser of 15% of base salary or $25,000 per calendar
year. Participants are fully vested at all times in the portion of their account
attributable to their contributions. A participant may purchase a maximum of
40,000 shares during any one purchase period. In addition, each participant is
limited to purchases of $25,000 worth of the Company's stock when combined with
any other Company stock purchase plan during any calendar year. Under no
circumstances shall a purchase right be granted under the Plan to any Eligible
Employee if such individual would immediately after the grant, own more than 5%
of the total combined voting power of the Company.

The purchase price of the shares is the lesser of 85% of the fair market value
of the shares on the date the purchase right is granted or 85% of the fair
market value of the shares on the date the purchase period ends. The purchase
rights may be terminated by the participant at any time. The balance in the
participant's account, including accrued interest, which is credited to the
participant's account based on the participant's contributions proportionate to
the total contributions of all participants, will be returned to the participant
upon such termination. In addition, if the participant's employment is
terminated, any outstanding purchase rights are terminated and the balance in
the payroll deduction account will be returned to the participant. If the
participant dies or is permanently disabled, the participant's estate or the
participant has the option to receive the balance in the payroll deduction
account or purchase the shares at the end of the purchase period.

The Plan provides for automatic purchase of shares from the funds deducted from
the participant's pay and earnings thereon at the end of the purchase period,
subject to a pro-rata allocation if the Plan is oversubscribed.

The Plan will terminate upon the earlier of (i) December 31, 2001, (ii) sale of
all shares available for issuance or, (iii) termination by the Company
immediately following the close of any

purchase period. The total number of shares authorized for future purchases
under the Plan is 320,631 at September 30, 2000. The purchase period from April
1, 1998 to March 31, 2000 resulted in the issuance of 247,913 shares of common
stock of the Company. The purchase period from April 1, 2000 to September 30,
2000 resulted in the issuance of 67,405 shares of common stock of the Company.
The next purchase period is from October 1, 2000 to March 31, 2001.

Participants should refer to the Plan document for a more complete description
of the Plan's provisions.

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Plan's financial statements are prepared on the accrual basis of accounting.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that effect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of short-term highly liquid investments with
original maturities of three months or less. Cash equivalents, consisting
principally of money market accounts, are stated at cost, which approximates
market value. Cash and cash equivalents are held in a Company administered bank
account and all investment decisions are directed by the Plan Administrator.

PAYABLE TO PARTICIPANTS

Payable to participants represents $55,627 of cash payout elections and $20,985
of stock purchase elections made by participants at the end of the September 30,
2000 purchase period.

INTEREST INCOME

Interest income is recorded on the accrual basis.

ADMINISTRATIVE EXPENSES OF THE PLAN

All expenses incurred in the administration of the Plan are paid by the Company.

CONTRIBUTIONS

Contributions to the Plan originate from after-tax payroll deductions of the
participants.

BENEFITS PAID

Benefits paid represent the cost to the participants of the stock acquired as
well as any cash payouts due to terminations or elections by the participants.

INCOME TAXES

The Plan Administrator believes that the Plan was established under, and is
operated in compliance with, Section 423 of the Internal Revenue Code.
Therefore, the Plan Administrator believes the Plan and earnings of the Plan are
tax exempt as of the financial statement date.

NOTE C. OPERATIONS AND CAPITAL RESOURCES OF THE COMPANY

The Company is experiencing serious liquidity issues and incurred net losses of
$8,127,000, $7,464,000 and $4,968,000 in fiscal 2000, 1999 and 1998,
respectively. The Company had negative cash flows from operations of $5,217,000,
$8,602,000 and $5,520,000 in fiscal 2000, 1999 and 1998, respectively. At
September 30, 2000, the Company had an accumulated deficit of $106,413,000, a
net capital deficiency of $3,720,000 and working capital deficiency of
$14,186,000.

On December 29, 2000, the Company did not make a principal payment at maturity
of a note payable originating from the acquisition of Neuromag Oy, (the
"Neuromag Note") totaling $11,400,000, and related accrued interest of $540,000.
The Neuromag Note had an original maturity date of June 30, 2000. In June 2000,
the Company obtained loans totaling approximately $835,000 from Brain
Diagnostics Network, a related party, and used approximately $485,000 of the
proceeds to pay interest due AIG at June 22, 2000 in conjunction with extending
the maturity to December 29, 2000. During September 2000, the Company borrowed
approximately $450,000 from Swisspartners Investment Network, Ltd., a related
party, for working capital purposes.

The Company is currently negotiating with AIG to extend the maturity of the
Neuromag Note to December 29, 2001. There can be no assurance that the Company
will be successful in negotiating an extension on terms acceptable to the
Company, if at all. The Neuromag Note is secured by the shares of Neuromag Oy
and is guaranteed by an entity affiliated with a member of the Company's Board
of Directors. As a result of the non-payment of principal and interest on
December 29, 2000, AIG has the right to exercise its security interest and take
ownership of Neuromag Oy. As of January 25, 2001, AIG has not exercised such
right.

In an event of acceleration of the Company's indebtedness, it is possible that
the Company may be required to seek protection under bankruptcy laws, either
voluntarily or involuntarily.

Historically, the Company has been dependent on certain of its shareholders and
board members to raise the capital necessary to fund its operations and meet its
obligations. Management is currently attempting to raise additional capital. In
an effort to address its operational and liquidity issues, management is
developing cost reduction measures on a worldwide basis to bring its cost
structure more in line with expected revenues. If management is not successful
in initiating and executing its plans, management anticipates that capital,
working capital, and debt service requirements in fiscal 2001 will substantially
exceed cash projected to be generated by MSI systems sales.

Based on its current operating plans, revenue expectations, expected capital
expenditures, expected working capital requirements and existing capital
resources, the Company anticipates that it will be able to fund operations
through March 2001, assuming that the Company will be able to extend the
maturity of its Neuromag Note as discussed above.

The accompanying financial statements have been prepared assuming that the Plan
will continue as a going concern. The Plan's continuance is dependent on the
Company's ability to continue as a going concern. Based on the factors described
above, there is substantial doubt about the Company's, and therefore the Plan's,
ability to continue as a going concern.

Participants should refer to the Company's filing on Form 10-K for its year
ended September 30, 2000 for a complete presentation of the Company's financial
position, results of operations, and risks and uncertainties.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee of Biomagnetic Technologies, Inc. 1992 Employee Stock
Purchase Plan has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.

BIOMAGNETIC TECHNOLOGIES, INC.
1992 EMPLOYEE STOCK PURCHASE PLAN

By: /s/ D. Scott Buchanan Date: January 29, 2001
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D. Scott Buchanan
Biomagnetic Technologies, Inc.
1992 Employee Stock Purchase
Plan Administrative Committee