Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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and certain development and regulatory resources, certain supplemental
promotions and marketing as set forth in and pursuant to this Amendment;

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND CONDITIONS
HEREIN, THE PARTIES AGREE AS FOLLOWS:

AMENDMENT

1A. Interpretation: Terms and definitions used in the Master Collaboration
Agreement will have the same meaning in this Amendment unless otherwise
indicated and references herein to this Amendment or provisions thereof include
references to terms of the Master Collaboration Agreement incorporated herein by
reference. Unless expressly provided for herein, the Master Collaboration
Agreement remains in full force and effect. In the event of conflict between
this Amendment and the Master Collaboration Agreement, this Amendment will
control.

1B. For purposes of giving effect to this Amendment, references in the Master
Collaboration Agreement to Daughter Products contained in the definitions
"Components", "Defects" and "Net Revenue" will be taken to include references to
Partnered NL Catheters (as that term is defined in the Amendment) in addition
to Daughter Products.

1C. The definition in the Master Collaboration Agreement of "Daughter Product
Specifications", is amended to include a reference to Partnered NL Catheters and
Additional Partnered NL Catheters in addition to references to Daughter Product
One and Daughter Product Two and Additional Daughter Products.

1D. The definition in the Master Collaboration Agreement of "Technical Failure"
is amended to include a reference to all catheters sold under this Agreement by
Biosense, including Partnered NL Catheters and other Stereotaxis Catheters as
well as the reference to Initial Daughter Products.

1E. Where applicable for purposes of giving effect to Section 2
below of this Amendment, references in Section 7 of the Master Collaboration
Agreement to Parent Products are taken to comprise references to Biosense NL
Catheters

1F. Further Definitions

         (i) "Additional Partnered NL Catheters" shall have the meaning set
forth in Section 12 below.

         (ii) "Amendment Exclusivity Period" shall have the meaning set forth in
Section 5 below.

         (iii) "Biosense NL Catheters" shall have the meaning set forth in the
Recitals above.

         (iv) "Delay Date" shall have the meaning set forth in Section 6 below.

         (v) "High Technology Partnered NL Catheter" shall have the meaning set
forth in Section 2.1 below.



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