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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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<PAGE> If Biosense disputes Stereotaxis' right to proceed with a transaction
          with a third party, Biosense will request that such dispute be
          resolved in accordance with Section 15.

2.6       Single Purchase Offers. The parties agree to discuss in good faith
          whether to implement distribution arrangements whereby customers are
          provided with a single offer to purchase a Compatible NIOBE-CARTO

2.7       Latest Localization Platform. The Parties acknowledge that the latest
          generation Biosense's Localization technology platform used as of the
          Effective Date is the CARTO XP system. In the event that Biosense at
          any time during the Term launches a new Localization technology
          platform Biosense will use reasonable efforts to develop and commence
          distribution of a NIOBE compatible upgrade to the new Localization
          technology platform. In such case the parties will enter into good
          faith negotiations to determine the technically feasible and
          commercially reasonable development cycle for such upgrade and to
          determine the contributions of the Parties to its development funding,
          provided that in the event the new Localization technology platform
          includes technologies that are reasonably determined by Biosense as
          not being reasonably capable of being made compatible with the NIOBE
          System, Biosense will notify Stereotaxis in writing of the same (and
          of the reasons therefor) at the earliest practicable opportunity in
          the development cycle of the new Localization technology platform and
          the Parties will enter into good faith negotiations to consider
          amending this Agreement in a manner that adequately and reasonably
          addresses any substantially negative consequences for Stereotaxis as a
          result of the such incompatibility. This Section 2.7 will apply to any
          new Localization technology platform in the same manner as it is
          applicable to the Compatible CARTO System.


3.1       Joint Steering Committee.

3.1.1     Establishment. The Parties will establish a Joint Steering Committee.
          Each Party may appoint up to three (3) representatives to the Joint
          Steering Committee. The initial representatives of each Party are as
          set forth in Exhibit E. Subject to the foregoing, replacement
          representatives maybe appointed by either Party on written notice to
          the other Party. All decisions of the Joint Steering Committee shall
          be taken by a majority vote of all of the representatives on the Joint
          Steering Committee and in the event of deadlock after ninety (90)
          days, either Party may refer that decision in question to settlement
          by the presidents of the Parties. In the event the presidents are
          unable to agree within a period of ninety (90) days after being
          presented with the question, a Party may elect to take the matter to
          arbitration on the terms set out in Section 15 or otherwise as
          mutually agreed in writing by the parties. The Joint Steering
          Committee shall not meet or take any actions unless at least one
          representative of each Party is in attendance.

3.1.2     Responsibilities. Each Party's representative to the Joint Steering
          Committee will act reasonably and in good faith. The Joint Steering
          Committee will oversee the Parties' performance in accordance with
          Agreement including, without limitation:


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