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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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1.2.41   "Parent Product One" will mean the Biosense Navi-Star catheter used as
         the electrophysiological mapping catheter for data acquisition in the
         CARTO System, which contains a miniature sensor embedded in the
         catheter tip that collects data and relays it to the CARTO System.

1.2.42   "Parent Product Two" will mean the Biosense Navi-Star TC ablation
         catheter used to ablate heart tissue in electrophysiological

1.2.43   "Parent Products" will mean any of the proprietary, interventional,
         disposable, electrophysiology devices developed and/or marketed by
         Biosense for use with the CARTO System, as modified or improved from
         time to time, and includes, without limitation, Parent Product One and
         Parent Product Two.

1.2.44   "Party" will mean a Party to this Agreement. "Parties" will have a
         corresponding meaning.

1.2.45   "Patent Rights" will mean all classes or types of patents, utility
         models and design patents including, without limitation, originals,
         divisions, continuations, continuations-in-part, extensions or reissues
         and patent applications for these classes or types of patent rights, in
         all countries of the world.

1.2.46   "PMA" will mean premarket approval by U.S. FDA in respect of an
         application for such approval pursuant to the Federal Food, Drug, and
         Cosmetic Act.

1.2.47   "preclinical" will mean in respect of procedures or research, animal or
         phantom procedures or other research not conducted on human subjects.

1.2.48   "Revenue Share" will have the meaning set forth in Section 7.

1.2.49   "Stereotaxis Field" will mean the field of computerized control of the
         motion of interventional or other percutaneous devices using externally
         applied magnetic fields.

1.2.50   "Stereotaxis NIOBE System" will mean the NIOBE advanced permanent
         magnet system designed by Stereotaxis that provides computerized remote
         control and guidance of the distal (internal), end of proprietary
         catheters guidewires and other percutaneous devices during certain
         interventional procedures.

1.2.51   "Stereotaxis Localization System" will mean Stereotaxis' catheter-based
         electromagnetic Localization system having only a basic level of
         Localization functionality, as more fully described in Exhibit D.

1.2.52   "Stereotaxis IP" will have the meaning set forth in Section 12.1.

1.2.53   "Target Completion Date" in respect of a Milestone will mean the date
         for such Milestone determined in accordance with Exhibit A.


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