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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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      17.11.3   to legal counsel of the Parties, accountants, and other
                professional advisors;

      17.11.4   in confidence: to banks, investors and other financing sources and their
                advisors, or to Parties with whom the disclosing Party has or is proposing to
                enter into a business relationship not prohibited by the terms
                of this Agreement and only to the extent such Parties have a
                need to know such terms and conditions in order to conduct or
                assess such business relationship.

      17.11.5   in connection with the enforcement of this Agreement or rights
                under this Agreement; or

      17.11.6   in confidence, in connection with an actual or prospective
                merger or acquisition or similar transaction

      17.11.7   With respect to disclosure required by a court order, the
                disclosing Party will provide prior notification of such
                impending disclosure to the non-disclosing Party. All reasonable
                efforts to preserve the confidentiality of the terms of this
                Agreement will be expended by the disclosing Party in complying
                with such an order, including obtaining a protective order to
                the extent reasonably possible. The Parties will cooperate in
                preparing and releasing an announcement or other form of
                publicity, if any, relating to this Agreement.

      17.12     Authority. Each Party represents that all corporate action
                necessary for the authorization, execution and delivery of this
                Agreement by such Party and the performance of its obligations
                hereunder has been taken.

      17.13     Counterparts. This Agreement may be executed in two (2) or more
                counterparts, all of which, taken together, will be regarded as
                one and the same instrument.

         IN WITNESS WHEREOF, the Parties hereto have caused this Development and
      Supply Agreement to be signed by duly authorized officers or

         STEREOTAXIS, INC.                    BIOSENSE WEBSTER, INC.

      By: /s/ BJ HOGG                         By: /s/ GUY LEBEAU
         -------------------------------         -------------------------------
      Print Name:   BJ Hogg                   Print Name:   Guy Lebeau
                 -----------------------                 -----------------------
      Title:           CEO                    Title:     WW President
            ----------------------------            ----------------------------
      Date:       May 9, 2002                 Date:          May 9, 2002
           -----------------------------           -----------------------------


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