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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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      o     The total amount as at the date of signing of this Letter Agreement,
            and based upon commercially reasonable principles of calculation, of
            the sum of: (i) the aggregate R&D Milestone Payment; (ii) the
            aggregate payments per co placement to Stereotaxis; and (iii) the
            aggregate purchase price of the three NIOBE System purchased by
            Philips for placement in Centers of Excellence described above will
            never exceed 7.5M$

6.    [***]


The parties will co-ordinate installation of delivery of their respective
components of Integrated Cath Labs.

Stereotaxis will provide service and support for its components of not less than
three of installations of Integrated Cath Labs for initial periods after
installation to be mutually agreed.

Philips to provide service for Integrated Cath Labs other than at mutually
agreed sites and geographies on commercially reasonable terms.

Stereotaxis' to provide training for a reasonable number of Philips' specialists
in the service of Stereotaxis' components of Integrated Cath Labs.

Stereotaxis to provide a commercially reasonable level of helpdesk service as
backup support for Philips service of Stereotaxis components of Integrated Cath


Philips recognizes that Stereotaxis can integrate with third party X-ray systems
without limitation in the same manner as is comprised in Integrated Cath Labs or


Each party shall pay its own fees and expenses in connection with this Letter
Agreement including, without limitation, legal fees and other expenses.


Each party intends to ship directly to the customer site in accordance with the
schedule coordinated by the Philips' project manager

The first Integrated Cath Labs will be tested at Philips before shipment to the
customer to assure compatibility


The parties agree that they shall not disclose and shall keep confidential any
information furnished to them by the other party in connection with the alliance
set forth in this Letter Agreement and as elaborated in the mutual Non
Disclosure Agreement between the parties dated January 24th 2003 and will not
make any disclosure in relation to the alliance without the prior written
consent of the other. The parties will mutually agree an announcement regarding
their strategic alliance on signing of this Letter Agreement.

The parties acknowledge and agree that regulatory constraints including in the
U.S. and Europe, prohibit their promoting or marketing either directly or
indirectly, through announcements, sales force representations or otherwise the
specifications, functionality, anticipated time to market or other details of
any jointly developed products pursuant to this strategic alliance prior to
relevant regulatory

Initial Philips:                                            Initial Stereotaxis:

/s/ JURGEN TIEMANN                                             /s/ BEVIL HOGG

[*** Indicates portions of this exhibit that have been omitted and separately 
     filed with the Securities and Exchange Commission pursuant to a request 
     for confidential treatment.]


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