Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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clearances being obtained and each party will take all steps required to ensure
that it and its representatives comply with all such regulatory constraints.

12.   AMENDMENT

This Letter Agreement may not be amended without the written consent of the
parties

13.   ASSIGNMENT TO PHILIPS' SUBSIDIARY/ASSOCIATED COMPANY

Philips shall have the right to assign its rights and obligations hereunder to
any of its subsidiaries and/or associated companies

14.   GOVERNING LAW

This Letter Agreement and the Detailed Agreement contemplated herein shall be
governed by and construed in accordance with the laws of Germany without regard
to the conflicts of laws provisions thereof. This Term Sheet is executed in the
English language version which version shall prevail over any translation
hereof.




AGREED:

SIGNATURE: /s/ JURGEN TIEMANN

NAME: JURGEN TIEMANN

TITLE: EXECUTIVE VICE PRESIDENT & CEO

COMPANY: PHILIPS MEDICAL SYSTEMS DMC GMBH

DATE SIGNED: 15 SEPT. 2003



SIGNATURE: /s/ BEVIL HOGG



NAME: BEVIL HOGG

TITLE: PRESIDENT & CEO

COMPANY: STEREOTAXIS, INC.


DATE SIGNED: 6 OCT. 2003


Initial Philips:                                            Initial Stereotaxis:

                                                               /s/ BEVIL HOGG


                                       6


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