Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                                   EXHIBIT 10.12

                  AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENT

         This amendment ("Amendment") is made this 3rd day of November 2003 to
the Development and Supply Agreement (the "Master Collaboration Agreement")
between Biosense Webster, Inc. ("Biosense Webster") and Stereotaxis, Inc.
("Stereotaxis").

PREAMBLE

         Pursuant to this Amendment, Biosense Webster and Stereotaxis set forth
the principal terms and conditions for an expanded strategic alliance for the
development of new technologies focusing on the key role of Biosense Webster's
catheter technology and Stereotaxis' NIOBE System in the integrated digital
"Catheterization lab of the future" through the combination of Stereotaxis'
advanced programmatic digital instrument control technology and Biosense
Webster's advanced catheter technology in electrophysiology mapping and
ablation.

                                    RECITALS

         WHEREAS Stereotaxis and Biosense Webster have pursuant to the Master
Collaboration Agreement agreed to jointly develop a Compatible NIOBE -- CARTO
System and to jointly develop certain associated proprietary, interventional,
disposable, electrophysiology devices and to manufacture, market and sell such
products

         WHEREAS, Stereotaxis and Biosense
 Webster desire to extend their
alliance under the Master Collaboration Agreement to include collaboration in
respect of the development and commercialization of non-Localized
electrophysiology ablation and mapping comprising devices described in or
pursuant to the Appendix ("Partnered NL Catheters") having the functionality of
non-Localized electrophysiology devices that are products of Biosense Webster
("Biosense Webster NL Catheters") and that are navigable with the NIOBE System;
and

         WHEREAS, Stereotaxis has developed a computerized instrument control
system known as the NIOBE System(TM) that enables navigation utilizing
externally applied magnetic fields of inter alia associated proprietary,
interventional, disposable, electrophysiology devices; 

         WHEREAS, Biosense Webster has developed and commercialized an
electrophysiology mapping and Localization system known as the CARTO(TM) system
and associated proprietary, interventional, disposable, electrophysiology
devices; and

         WHEREAS Biosense Webster will contribute to the costs of the
development and commercialization of the Partnered NL Catheters by inter alia
providing development support, manufacturing, engineering and administrative
support, regulatory resources and intellectual property rights and Biosense
Webster will also contribute certain costs allocated to the marketing,
promotions and distribution of products and Stereotaxis will contribute inter
alia intellectual property




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