Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                                  EXECUTION COPY

                    DEVELOPMENT ALLIANCE AND SUPPLY AGREEMENT

         This Development Alliance and Supply Agreement (the "Agreement") is
made and entered into on May          2002 (the "Effective Date") by and between
Biosense Webster, Inc., a California corporation, having a place of business at
3333 Diamond Canyon Rd., Diamond Bar CA 91765 ("Biosense") and Stereotaxis, 
Inc., a Delaware corporation, having a principal place of business at 4041 
Forest Park Avenue, St. Louis, MO, 63108 ("Stereotaxis").

                                    RECITALS

         WHEREAS, Stereotaxis has developed a computerized instrument control
system. ("Stereotaxis NIOBE System", as defined below) that enables navigation
utilizing externally applied magnetic fields of inter alia associated
proprietary, interventional, disposable, electrophysiology devices;

         WHEREAS, Biosense has developed and commercialized an electrophysiology
mapping and Localization system known as the CARTO(TM) system ("CARTO System",
as defined below) and associated proprietary, interventional, disposable,
electrophysiology devices;

         WHEREAS Stereotaxis and Biosense desire to jointly develop a Compatible
NIOBE - CARTO System (as defined below) and to jointly develop certain
associated proprietary, interventional, disposable, electrophysiology devices
("Daughter Products", as defined below) and to manufacture, market and sell such
Daughter Products; and

         "WHEREAS Biosense will contribute to the costs of the development of
the Compatible NIOBE - CARTO System and the Daughter Products by inter alia
providing development facilities, manufacturing, engineering and administrative
support, regulatory resources and intellectual property rights and Biosense will
also contribute certain costs allocated to the marketing, promotions and
distribution of products as set forth in this Agreement;

         WHEREAS Stereotaxis will contribute inter alia intellectual property
rights and certain development support and financial contributions to the
development of the Compatible NIOBE - CARTO Systems (it being acknowledged by
the parties that certain financial burdens in accordance with this Agreement
also rest with Biosense);

         NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions herein, the Parties agree as follows:

                                    AGREEMENT

1 DEFINITIONS

1.1 Construction. All references in this Agreement to "Articles" "Sections and
"Exhibit" refer to the articles, sections and exhibits of this Agreement.



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