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

Stereotaxis intends that the Stereotaxis Niobe magnetic navigation system
("Magnetic Navigation System") will be used in Research Projects and Clinical
Studies in respect of various applications of the Magnetic Navigation System.
The Stereotaxis NIOBE system will be integrated with a Siemens AXIOM Artis dFC
Magnetic Navigation Digital Flat Panel Fluoroscopy System.

Siemens will be the Executive Project Manager for the project. This includes
that Siemens is to built the Laboratory, as well to install the ARTIS - NIOBE
system. Siemens will also be responsible for first level service of NIOBE in
addition to its own products after the installation.

LBK Hamburg, represented by proresearch is interested in conducting this
Research program and wants to form
 this joint research collaboration.

     SECTION 1 PERFORMANCE OF THE RESEARCH PROGRAM AND CONTRACT BASIS

Therefore, Siemens AG and Stereotaxis commission proresearch with the conduct of
a Research Program and proresearch intends to initiate a Center of Excellence
for the Stereotaxis Niobe system in Europe with a focus of electrophysiology and
interventional cardiology. This Center of Excellence shall be directed by:

         Prof. Dr. med. Karl-Heinz Kuck, Head of the Department of Cardiology,

                     AK St. Georg, Lohmuhlenstr. 5, 20099 Hamburg.

The project leader of the research laboratory shall be:

  Dr. rer. physiol. Gabriele Schonharl-Voss, Projectmanager medical products,
                                  proresearch,
                     AK St. Georg, Lohmuhlenstr.5,20099 Hamburg.

For each Research Project or Clinical Study a Subagreement ("Subagreement") will
be generated between proresearch and the respective contract partner 
(hereinafter "the Sponsor").

Based on the Research Agreement the following Attachments will be generated:
Attachment A:

         It regulates in detail the obligations of Siemens AG Medical Solution
         and proresearch.

         Added is an offer from Siemens Med.

Attachment B:

         It regulates the obligations of Stereotaxis Inc. and proresearch, e.g.
         the price and placement conditions for the Niobe system and is based on
         the Stereotaxis placement Agreement.


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