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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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1.2.9    "Clinical" will mean in respect of interventional procedures, and
         procedures on human subjects; and "clinic" will have a corresponding

1.2.10   "Commercial Failure" will have occurred (i) if the sales of Daughter
         Products at any time following the first anniversary of the Commercial
         Launch Date are at an aggregate run rate of less than one catheter
         month Compatible NIOBE-CARTO System, provided that Compatible NIOBE
         Systems sold for less than $450,000 will be excluded from such
         calculation; (ii) the Compatible CARTO Installation Ratio is less than
         25%; or (iii) Stereotaxis' installed base of Compatible NIOBE Systems
         comprises less than 25% of the Stereotaxis' forecast provided to
         Biosense in a letter of even date herewith.

1.2.11   "Commercial Launch Date" will mean the first date upon which a Daughter
         Product is made commercially available in the U.S. market (or where
         otherwise specified herein, an alternative geographical market) and on
         which the Compatible CARTO System and the Compatible NIOBE System are
         also commercially available the U.S. market (or where otherwise
         specified herein, an alternative geographical market).

1.2.12   "Components" will mean any components included in the Daughter Products
         that are manufactured by or on behalf of Stereotaxis and supplied to
         Biosense by Stereotaxis hereunder.

1.2.13   "Component Specifications" will mean the specifications for the
         Components agreed upon by the Joint Steering Committee (which will,
         with full cooperation of the Parties, use reasonable efforts to
         integrate into Components improvements in cost, performance or
         reliability of features).

1.2.14   "Component Manufacturing Specifications" means the detailed
         manufacturing release specifications for the Components established in
         accordance with Section 8.

1.2.15   "Component Transfer Price" will have the meaning set forth in
         Section 5.

1.2.16   "Control" of Stereotaxis' will mean a direct or indirect ownership or
         control of more than fifty percent (50%) of the relevant voting stock
         entitled to elect directors, or more than a fifty percent (50%)
         interest in the decision-making authority of such corporation.
         "Relevant voting stock" will be considered stock issued to or acquired
         by venture capital or other financial investors (other than those
         venture capital or financial investors affiliated with a Restricted
         Party), to Stereotaxis management or employees, to Siemens AG, Philips
         Medical System, GE Medical Systems, Toshiba Medical Systems, Meditec
         Corporation (Marubeni affiliate), Sumitomo Corporation, Mitsui Bussain
         Medical Inc., MC Medical, Inc. (Mitsubishi affiliate) and to Hitachi
         Medical Corp., will not be included in calculating whether a change of
         Control of Stereotaxis has occurred.

1.2.17   "Compatible CARTO Installation Ratio" means at any time the aggregate
         number of Compatible CARTO System installations then completed, divided
         by the aggregate number of Compatible NIOBE System installations as at
         the time 6 months prior, provided that


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