Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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Products. These site plans shall be based upon the information provided in the
joint site-planning guide. Siemens shall provide to Stereotaxis details of
turnaround commitments for specific site planning drawings. Siemens shall
provide the estimated amount of extra work (hours) for each site plan over and
above those required in respect of the Siemens Products when including details
for the Stereotaxis Products. Based upon this estimate, the parties shall
negotiate the compensation to be paid to Siemens by Stereotaxis for these
services, which shall be on a time basis at the rate set forth in Exhibit A.
Siemens will use its best efforts to provide Preliminary plans or revisions to
Preliminary plans within a 7 calendar day turnaround time. Siemens will use its
best efforts to provide final plans or revisions to final plans within a 21
calendar day turnaround time.

     (b) STEREOTAXIS' RESPONSIBILITIES. Until such time as Siemens and
Stereotaxis agree upon site planning proficiency, Stereotaxis will review each
site plan involving Stereotaxis Products and will not unreasonably withhold its
approval of same.

     11. PROJECT MANAGEMENT OF THE ROOM PREPARATION.

     (a) SIEMENS' RESPONSIBILITIES. Siemens' project managers shall coordinate
the site construction of the room for both the Stereotaxis Products and the
Siemens Products. Siemens' project managers shall provide Stereotaxis with
weekly updates on current construction projects via e-mail. Should Stereotaxis
choose to initiate visits to a customer site during the construction process,
Siemens' project managers shall assist in facilitating these visits. Siemens'
project managers shall furnish a project timeline for each construction project
including projected installation start dates and such timelines shall be
consistent to the extent reasonably feasible with the installation start dates
agreed to at the time of issuance by the relevant customer of purchase orders to
Stereotaxis and Siemens for the Stereotaxis Products and the Siemens Products.
This timeline shall be updated regularly by Siemens' project managers (no less
than monthly). Siemens shall provide the estimated amount of extra work (hours)
for each site's project management activities over and above those required in
respect of the Siemens Products. Based upon this estimate, the parties shall
negotiate the compensation to be paid to Siemens by Stereotaxis for these
services, which shall be on a time basis at the rate set forth in Exhibit A.

     (b) STEREOTAXIS' RESPONSIBILITIES. Stereotaxis will visit each site one
time at the completion of the site construction to verify that the room is
correctly prepared. Siemens and Stereotaxis will mutually determine if
additional Stereotaxis visits are to be made during the construction phase.
Stereotaxis will provide technical support to Siemens' project managers as
reasonably required. Stereotaxis will provide a dedicated telephone number for
service related issues. Stereotaxis will track all questions and develop a
frequently asked questions list for distribution to Siemens' personnel and
inclusion in the site-planning guide.

     12. PRE-INSTALLATION MATERIALS/DEVELOPMENT OF PRE-INSTALLATION KIT.
Stereotaxis will develop a pre-installation kit for use prior to equipment
delivery. This kit will comprise the following:.

    o  Alignment jig for locating Niobe floor bolt locations relative to the
       AXIOM Artis dFC system. 

    o  All items that can be installed prior to equipment delivery such as floor
       plates, rotational tracks, etc.


The pre-installation kit shall be available for shipment to the customer site as
requested by Siemens' project manager. For the first 5 systems installed, a
Stereotaxis service representative shall visit the site to aid in accurate
installation of the pre-installation kit. Detailed instructions on the
use/installation of the pre-installation kit shall be provided by Stereotaxis in
both English and German.

        13. INSTALLATION SERVICES. Stereotaxis, where commercially feasible,
will contract with the same subcontractor that Siemens uses for the mechanical
installation and cabling part of the equipment installation. Stereotaxis will
provide adequate training and documentation for the subcontractor to perform
these duties in accordance with the required specifications. Stereotaxis will
also provide a field service engineer on site to complete power on, system
verification and calibration. Siemens' customer service engineer ("CSE") shall
be available on site for the duration of this phase for on site training.



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