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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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5.1      Manufacture of Components. Stereotaxis, at the direction of the Joint
         Steering Committee, will manufacture and supply to Biosense such
         Components as are specified by the committee provided that Biosense
         will have the option to source directly from relevant vendors.

5.2      Forecasts. Ninety (90) days prior to the beginning of each calendar
         quarter, Biosense will provide Stereotaxis with a non-binding twelve
         (12) month rolling forecast of Biosense's anticipated requirements for
         delivery of Components in each respective quarter ("Component 

5.3      Pricing. Biosense will pay Stereotaxis a transfer price for each
         Stereotaxis Component equal to the Stereotaxis's Cost of Goods for such
         Components (including packaging) plus [***] in respect of delivery
         costs ("Component Transfer Price").

5.4      Vendor Requirements. Stereotaxis will conform to Biosense's vendor
         requirements set forth in Exhibit C.

5.5      Purchase Orders. Stereotaxis will accept all Biosense Purchase Orders
         that comply in all material respects with the terms of this Agreement.
         Stereotaxis will deliver a written acknowledgment of such a Purchase
         Order within ten (10) Business Days of receipt of the Purchase Order.
         No Biosense Purchase Order may modify or changes the terms set forth
         herein and any such terms changing or purporting to change the terms
         hereof are hereby rejected.

5.6      Terms. All prices set forth in this Section 5 will be F.O.B. Irwindale,
         California ("Biosense Delivery Point"). All Components delivered under
         this Agreement will be suitably packed for shipment, marked for
         shipment to the address specified in Biosense's written purchase order
         ("Purchase Order"), and delivered at the Delivery Point to a carrier or
         forwarding agent chosen by Biosense, at which time risk of loss and
         title pass to Biosense. Should Biosense fail to designate a carrier,
         forwarding agent or type of conveyance, Stereotaxis will make such
         designation in conformance with its standard shipping practices. All
         freight, insurance and other shipping expenses, as well as any special
         packing expenses, incurred prior to delivery at the Biosense Delivery
         Point will be incurred by Stereotaxis, and after delivery to the
         Biosense Delivery Point will be borne by Biosense. Stereotaxis will use
         reasonable efforts to ship all Components within the same calendar
         month as the Biosense Delivery Date as defined in Section 5.5.1.

5.7      Taxes. Biosense will be responsible for the payment of any excise,
         sales, use, value added, withholding or other taxes, tariffs or duties
         that may be applicable on the transfer of Components to Biosense at the
         Delivery Point, all of which will be Biosense's responsibility, and the
         amounts owing to Stereotaxis hereunder will be paid without deduction
         for, or with respect to, any of the foregoing.

[*** 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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