Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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     (b) For all Field Modification Instructions (FMIs), Stereotaxis will
contract Siemens to install the updates. Safety FMIs will be installed on an
emergency basis; routine FMIs will be installed at the next routine service
calls. Siemens will be reimbursed for these services on a time basis in
accordance with the rates set forth on Exhibit A attached hereto.

     (c) Distribution of the FMIs and routing of return paperwork for
traceability shall be agreed to by the parties, with the goal of using Siemens
normal distribution channels. Stereotaxis will write the instructions and
Siemens will distribute the FMIs to the responsible person(s) within Siemens. If
parts are needed they will be handled like spare parts with a Siemens Part
number and distributed by the order processing and fulfillment center.

     19. SERVICE DOCUMENTATION. Stereotaxis will develop the following service
documents for the Stereotaxis Products. Stereotaxis will provide a hard copy of
such documents (in English) to each customer and such documents will be provided
in Adobe Acrobat Portable Document Format (PDF) for Siemens" internal use and
distribution.

       Site Planning Guide
       Pre-Installation Manual
       Installation Manual
       Service Manual
       Periodic Maintenance
       Parts & Special Tools Manual
       User Manual
       System Maintenance Requirements, Hazardous Waste Disposal instructions

     20. SERVICE TOOLS. Standard service tools will be used by Siemens during
installation of the Stereotaxis Products prior to the time of magnet mounting.
Specialized tools required for installation of the magnet and for servicing of
the same will be provided by Stereotaxis and will remain on the customer site
after installation is completed. The kit will include the test leads for limit
switch adjustment and a small kit of fuses, drift pins, etc. Stereotaxis will
provide Siemens with a list of part numbers of the specialized tools and the
toll kit in order to expedite any ordering of additional items. Subsequent
service work performed by both Siemens and Stereotaxis can be performed using
standard tools so long as adequate safety precautions are taken. Service
training shall include instruction on such safety precautions.

     21. ACCESS. Stereotaxis will provide Siemens with access to the equipment
being serviced, subject to Stereotaxis' customers' reasonable security
requirements. Stereotaxis' personnel will be available to respond to Siemens'
technicians when Siemens is performing Services.

     22. INSURANCE. At all times throughout the term of this Agreement, Siemens
shall maintain in full force and effect the following insurance coverage, and
shall provide Stereotaxis with a certificate of insurance evidencing such
coverage upon request of Stereotaxis:

     (a) Workman's compensation insurance in accordance with the jurisdiction in
which the work is to be performed.

     (b) General liability Insurance with limits of at least [***] per
occurrence and an annual aggregate of [***].

     23. INDEPENDENT CONTRACTORS. Based solely on this Agreement, and without
regard to relationships based on other agreements to which Siemens and
Stereotaxis may be parties, Siemens and Stereotaxis are independent contractors,
neither is the agent or representative of the other; and neither is authorized
to enter into any agreements to bind the other. The relationship between Siemens
and Stereotaxis based on this Agreement shall remain that of independent
contractors and nothing herein shall create or imply any relationship or
agreement of joint venture, partnership, franchise, or hire. Siemens' personnel
that are assigned to perform any Services hereunder shall be and remain at all
times during such assignment employees of Siemens. Siemens and its employees and
personnel shall be solely responsible for any and all city, state and federal
income taxes, social security


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


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