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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                          CONFIDENTIAL TREATMENT
                                                  REQUESTED BY STEREOTAXIS, INC.

1.3      "Licensed Software" shall mean the software program presently known as
         3D Pre-Operative Image Navigation V1.00 in Object Code and finally and
         conclusively described in ANNEX 1 and all Updates thereto.

1.4      "Software Documentation" shall mean the information needed to draft
         End-user manuals and all other information related to the Licensed
         Software, as set-out in ANNEX 2 and all Updated Software Documentation
         thereto. Siemens will provide this in machine-readable form.

1.5      "Effective Date" shall mean the date on which the last of the Parties
         has executed this Agreement.

1.6      "Hardware" shall mean the hardware equipment as described in ANNEX 3.

1.7      "Object Code" shall mean code for the Licensed Software resulting from
         translation of source code into machine readable format appropriate for
         operation on the Hardware.

1.8      "Product" shall mean the Stereotaxis Navigant system or similar or 
         extended successor systems.

1.9      "Reference Environment" shall mean a system consisting of the Hardware
         and the software described in ANNEX 1 and shall be used for testing the
         Licensed Software and for communicating, duplicating and reproducing
         errors of the Licensed Software.

1.10     "Updated Software Documentation" shall mean any change in the Software
         Documentation that is needed because of an Update or changes of the 

1.11     "Update" shall mean a new release of the Licensed Software that
         incorporates error corrections; software changes due to vendor-
         required Hardware changes, or for migration to higher versions of
         Windows software or DICOM networking standard, improved performance
         and other minor changes, none of which will delete any functionality.
         Improved performance will only be part of Updates, if and to the 
         extent Siemens is contractually allowed to license such improvement
         to Stereotaxis. It is designated by a change in the second digit to
         the right of the decimal point in the Licensed Software version

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