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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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<PAGE>    it is required by law or regulation to be disclosed; provided,
            however, that the Party subject to such disclosure requirement has
            provided written notice to the other Party promptly upon receiving
            notice of such requirement in order to enable the other Party to
            seek a protective order or otherwise prevent disclosure of the other
            Party's Confidential Information.

13.2.5      Proprietary Notices. Any reproduction of any Confidential
            Information by the receiving Party to the extent permitted under
            this Agreement will contain any and all confidential or proprietary
            notices or legends, which appear on the original.

13.2.6      Biosense IP. In order to ensure that the Biosense IP is not
            disseminated unintentionally or otherwise by Stereotaxis to any
            permitted Localization contract developer, Stereotaxis agrees that
            during the Term:    In respect of material communications, it will communicate with the
            developer only in writing.    All such written communications will be copied to Biosense. and    Any such communication that contains, or could reasonably be
            interpreted as disclosing information comprised in the Biosense IP
            or Biosense Intellectual Property will be submitted for pre-approval
            by Biosense (which approval will not be unreasonably withheld and
            which will be provided within twenty-four (24) hours of written
            request from Stereotaxis to Biosense' such employee or employees as
            nominated by Biosense from time to time for the purpose of
            responding to such requests) before being sent to such Localization
            contractor. Email will comprise written communication for the
            purposes hereof.


14.1        Term. This Agreement will become effective on the Effective Date and
            will remain in force and effect for seven (7) years or until
            terminated pursuant to the terms hereof, including pursuant to the
            provisions of Sections 2.3,4 and 14.2 (such period to be referred to
            as the "Term").

14.2        Termination.

14.2.1      For Breach. Either Party may terminate this Agreement effective upon
            written notice to the other if the other Party materially breaches
            any provision herein in any or fails to make any payment when due
            (provided such payment is not subject to bona fide dispute of which
            prior written notice has been given), which breach is not cured
            within thirty (30) days from the non-defaulting Party stating its
            intention to terminate this Agreement by reason of that default or
            failure or, provided that the defaulting Party has taken significant
            steps toward remedying the default, such longer period of time as is
            reasonably necessary defaulting Party to cure.


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