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

WHEREAS, Siemens and Stereotaxis have entered into an extended collaboration
agreement to improve interventional procedures in the cardiac cathlab by
enabling visualization
 and navigation with pre-operative anatomical 3D images
(hereinafter referred to as the "Extended Collaboration Agreement");

WHEREAS, Siemens and Stereotaxis do not intend for any provision of this
Agreement to alter or amend the rights or obligations provided under the
Extended Collaboration Agreement;

WHEREAS, Siemens has developed the Siemens "Pre-operative Imaging Component"
software and/or is the owner of or is entitled to dispose of the proprietary
rights of and/or titles to such software product;

WHEREAS, Stereotaxis desires to obtain license and distribution rights in such
software product;

WHEREAS, Siemens is willing to license such software product to Stereotaxis as
consideration for license fees stated herein and on the terms and conditions set
forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained Stereotaxis and Siemens agree as follows:

ARTICLE 1 - DEFINITIONS

Wherever used in this Agreement, unless otherwise indicated expressly in the
context of this Agreement, the following terms shall have the following meanings
ascribed to them:

1.1      "Agreement" shall mean this software distribution agreement including
         all Annexes and any matters specifically incorporated herein by
         reference and made a part hereof.

1.2      "End-user" shall mean the customer of Stereotaxis who uses the Licensed
         Software as embedded within the Product for its own medical or
         scientific purposes.


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