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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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            Compatible CARTO System, including coordinating with one another so
            as to jointly manage clinical and regulatory activities including
            without limitation protocol selection and site selection and so as
            to jointly participate, where practicable, in communications with
            FDA, provided that in case of disagreement in any respect, the final
            decision will be made by the sponsor of the relevant regulatory

9.1.3       Foreign Approvals. Subject to the direction of the Joint Steering
            Committee or as mutually agreed by the Parties, the Parties will
            file for and pursue applications for regulatory approval to sell the
            Daughter Products (at Stereotaxis expense) and Compatible CARTO
            System and Compatible NIOBE System in countries outside the United
            States comprising at least the filing and pursuing a CE Mark in
            Europe for such products.

9.2         Cooperation to Obtain and Maintain Approvals. The Parties agree to
            maintain all information regarding the Daughter Products and
            Compatible CARTO System and the Compatible NIOBE System filed with
            the FDA and other regulatory bodies current and reflective of
            current manufacturing practices and product specifications and to
            update this information as required. From time to time dining the
            term of this Agreement, Stereotaxis and Biosense will provide such
            further letters of authorization, instruments and/or documents, and
            take such other actions, as the other may reasonably request for
            purposes of obtaining regulatory approvals, in accordance with this
            Article 9, to Distribute the Daughter Products.

9.3         Exchange of Information. Each Party will keep appropriate records
            relating to its activities with respect to regulatory approvals
            hereunder and will report to the other Party on the status of such
            activities on a regular basis.

9.4         Inspections. The Parties will permit (and will use commercially
            reasonable efforts to cause its vendors to permit) the FDA and other
            regulatory agencies to conduct such inspections of the facilities at
            which the products are manufactured pursuant to this Agreement upon
            request by such agencies and will cooperate with the FDA or such
            other regulatory agencies with respect to such inspections and any
            related matters. Each Party will give the other Party prompt written
            notice of any such inspections and will keep such other Party
            informed about the results and conclusions of each such regulatory
            inspection, including actions taken by the relevant Party or Parties
            to remedy conditions cited in such inspections. Each Party will
            provide the other Party with copies of any written inspection
            reports issued by such agencies and all correspondence between it
            and the agency involved pertaining to such inspections or products.


10.1        Stereotaxis. Stereotaxis represents and warrants that:

10.1.1      it has full power to enter into the Agreement and to perform its
            obligations hereunder, 

10.1.2      it has obtained all necessary corporate approvals to enter and
            execute into this Agreement;


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