Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         transfer price to Biosense from Stereotaxis) for a unit of such
         Daughter Product ("Daughter Product Transfer Price").

6.4      Purchase Orders.

6.4.1    Each delivery of the Daughter Products will be initiated by a written
         or electronic Stereotaxis Purchase Order in accordance with Section
         6.4.2 below. All Purchase Orders will state unit quantities, unit
         descriptions, Purchase Order coverage dates, and shipping instructions;
         and all Purchase Orders will also state the requested delivery date for
         the Daughter Products ("Delivery Date").

6.4.2    Stereotaxis will accept all Stereotaxis 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.

6.5      Terms. All prices set forth in this Section 6 will be F.O.B. Irwindale
         CA ("Biosense Delivery Point"). All Daughter Products delivered under
         this Agreement will be suitably packed for shipment, marked for
         shipment to the address specified in Stereotaxis' written purchase
         order ("Purchase Order"), and delivered at the Biosense Delivery Point
         to a carrier or forwarding agent chosen by Stereotaxis, at which time
         risk of loss and title pass to Stereotaxis. Should Stereotaxis fail to
         designate a carrier, forwarding agent or type of conveyance, Biosense
         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 Biosense, and after
         delivery to the Biosense Delivery Point will be borne by Stereotaxis.
         Biosense will use reasonable efforts to ship all Daughter Products
         within the same calendar month as the Delivery Date as defined in
         Section 6.4.1.

6.6      Taxes. Stereotaxis 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 Daughter Products to
         Stereotaxis at the Delivery Point, all of which will be Stereotaxis'
         responsibility, and the amounts owing to Stereotaxis hereunder will be
         paid without deduction for, or with respect to, any of the foregoing.

6.7      Conflicting Terms. In ordering and delivering the Daughter Products,
         Biosense and Stereotaxis may use their standard forms, but nothing in
         such forms will be construed to amend or modify the terms of this
         Agreement and in case of conflict herewith, the terms of this Agreement
         will control. No Stereotaxis 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.

6.8      Annual Stereotaxis Reports.

6.8.1    Reports. Within sixty (60) days after the close of each Biosense fiscal
         year, Biosense will provide a report to Stereotaxis which sets forth
         the average Cost of Goods for a unit of each of the Daughter Products,
         including a breakdown of the components and assumptions used to


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