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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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Biosense Webster in writing, together with a summary description of the proposed
potential agreement that would be the subject of such negotiations ("Initial
Notice"). Stereotaxis herein assures Biosense Webster that any agreement
referred to in this Section 8.1 will provide that such agreement shall be
terminable on reasonable commercial terms following a change of control of
Stereotaxis. Upon request by Biosense Webster given within fifteen (15) days of
the date of such Initial Notice, Stereotaxis and Biosense Webster will discuss
the terms and conditions under which Stereotaxis and Biosense Webster would
enter into an agreement like the proposed potential agreement with a third
party. In the event that Stereotaxis and Biosense Webster have not agreed upon
such terms and conditions within fifteen (15) days (or forty (40) days in the
case of a Restricted Party) after the date Stereotaxis provided the Initial
Notice to Biosense Webster, Stereotaxis will be free to enter into such
agreement with a third party without further obligations to Biosense Webster,
and on any terms that Stereotaxis considers appropriate. It is understood that,
because Stereotaxis will be providing the Initial Notice to Biosense Webster
prior to the commencement of material and substantial negotiations with a third
party, Stereotaxis may not be able to define the entire or exact scope of the
rights and obligations of the potential agreement, and accordingly, so long as
the Initial Notice describes in general terms a product, field or rights that
overlap with the product, field or rights actually negotiated with, or granted
to, a third party, Stereotaxis will be deemed to have satisfied its obligations,
under this Section 6.1; also, it is understood that Stereotaxis need only
provide one (1) such Initial Notice in any twelve (12) month period before
engaging in such material and substantial negotiations with any third party or

9. Utilization Management:

         i.       The Parties will establish a Utilization Management Committee
                  comprising two appointees from either Party that will, subject
                  to the terms of this Amendment, meet quarterly to review
                  utilization of Partnered NL Catheters and Stereotaxis
                  Catheters with NIOBE Systems and discuss in good faith
                  strategies for mutual cooperation and coordination of the
                  Parties in order to drive increased utilization of NIOBE

         ii.      Without limitation to the foregoing, the Utilization
                  Management Committee will consider from time to time at the
                  request of either Party whether inclusion of Stereotaxis
                  catheter advancer disposables in the packaging of Partnered NL
                  Catheters would increase utilization of NIOBE Systems in
                  electrophysiology. Where the committee determines that
                  utilization is reasonably likely to be thereby increased, it
                  will recommend to the Parties for their consideration in good
                  faith a proposal for such inclusion of catheter advancer
                  disposables in packaging and an appropriate payment to
                  Biosense Webster

         iii.     In its role of conducting Marketing, Promotions and
                  Distribution of the Partnered NL Catheters and Stereotaxis
                  Catheters pursuant to this Amendment, Biosense Webster will in
                  good faith but in its sole discretion determine any
                  implementation of such strategies (excepting in respect of the
                  potential inclusion of the catheter advancer disposable in
                  packaging of Partnered NL Catheters, which will be determined
                  by Stereotaxis in good faith but in its sole discretion)

         iv.      Either Party may convene a special meeting of the Utilization
                  Management Committee upon 7 days written notice to the other.

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