Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         Stereotaxis will be solely responsible for all costs and expenses
         related to performing its obligations and exercising its rights
         hereunder.

4.2.2    Compatible Stereotaxis NIOBE-CARTO Systems.

4.2.2.1  Biosense will be solely responsible for all costs and expenses related
         to the Marketing and Promotions and Distribution the Compatible CARTO
         System.

4.2.2.2  Stereotaxis will be solely responsible for all costs and expenses
         related to the Marketing and Promotions and Distribution of the
         Compatible NIOBE System.

4.2.2.3  The Parties further agree to cooperate in a commercially reasonable
         manner in respect of optimizing the number Compatible Stereotaxis
         NIOBE-CARTO Systems installed at hospital sites.

4.2.3    Biosense will provide commercially reasonable written proposals for
         sales of Compatible CARTO Systems to customers nominated by Stereotaxis
         within 45 days of such request. Such written proposals will be preceded
         or followed by at least the reasonable and customary level of Biosense
         sales force interaction with the prospective customer site as is
         typically required to secure sale of a CARTO System.

4.2.4    Biosense Distribution of Products. The parties recognize that in the
         event that Biosense is permitted to distribute any products under this
         Agreement, Biosense will be the Party solely responsible for setting
         price on products it distributes.

4.2.5    Stereotaxis Distribution of Products. In the event Stereotaxis has the
         right to distribute products under this Agreement (for instance, as
         specifically provided for, or by agreement of the Parties) Stereotaxis
         herein agrees that it shall not distribute any such products through a
         Restricted Party, except in the event where Stereotaxis is acquired by
         such Restricted Party. The parties recognize that in the event that
         Stereotaxis permitted to distribute any products under this Agreement,
         Stereotaxis will be the Party solely responsible for setting price on
         products it distributes.

4.2.6    Placement of Compatible CARTO Systems. In the event that the Compatible
         CARTO Installation Ratio is [***], Biosense agrees that it will sell
         Compatible CARTO Systems to Stereotaxis at [***] per system for resale
         to prior users of any CARTO system, and at [***] per system for resale
         to new users of the CARTO System, until such time as a [***] is
         reached.

4.3      Forecast. Ninety (90) days prior to the beginning of each calendar
         quarter, Biosense will provide Stereotaxis with a non-binding twelve
         (12) month rolling forecast (for the period commencing at the beginning
         of such calendar quarter) of Biosense's anticipated unit and dollar
         volume sales of Daughter Products in respect of each month and quarter
         during the such twelve month period. Additionally, in the event that
         Stereotaxis Distributes Daughter Products in accordance with the terms
         of this Agreement, Stereotaxis will provide a non-binding twelve


[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]

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