Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                              EXHIBIT 10.29
                                                                         
                              DISTRIBUTOR AGREEMENT

         This Agreement (this "Agreement") made this 17 day of SEPTEMBER, 2003,
by and between Stereotaxis, Inc., a Delaware corporation ("Stereotaxis") having
its principal place of business at 4041 Forest Park Avenue, St. Louis, MO, 63108
USA, and [AB Medica], a INCORPORATED COMPANY organized under the laws of ITALY
having its principal place of business at VIA NERVIANO 31 LAINATE (H1)
("Distributor"). Stereotaxis and Distributor are sometimes hereinafter referred
to individually as a "Party" and collectively as the "Parties."

I.       Appointment.

         A.       Subject to all the terms and conditions of this Agreement,
                  Stereotaxis hereby appoints Distributor, and Distributor
                  accepts such appointment, as its distributor within the
                  Territory (as defined below) for resale, for use only in the
                  Territory, of those particular products and services (the
                  "Products") described in SCHEDULE ONE attached hereto.
                  Notwithstanding the foregoing, Products shall not include any
                  products or services that are subject to distribution
                  alliances or agreements with major manufacturers of imaging or
                  interventional products including, without limitation, those
                  products or services which are subject to the agreement
 dated
                  May 7, 2002 between Stereotaxis and Biosense Webster, Inc. The
                  list of Products may be enlarged or diminished in respect of
                  the provisions of Section V.E. at any time and from time to
                  time during the term of this Agreement, but only by written
                  notice from an authorized representative of Stereotaxis.

         B.       Stereotaxis and Distributor acknowledge and agree that the
                  foregoing appointment is exclusive, provided that Distributor
                  both (i) at all times and continuously achieves at least one
                  hundred percent (100%) of the sales quota (the "Sales Quota")
                  as set forth below in Section I.C. for the years ending
                  December 31, 2003 and December 31, 2004 and in each and every
                  annual Sales Quota Agreement (as defined below) between the
                  Parties, and (ii) is not at any time in breach of any of its
                  obligations under this Agreement, then Stereotaxis shall not
                  appoint any other distributor for distribution of the
                  Products, nor shall Stereotaxis itself distribute the
                  Products, in the Territory during the term hereof. The
                  preceding sentence contains additional, and not exclusive,
                  remedies available to Stereotaxis in the event that
                  Distributor breaches this Agreement. Notwithstanding the
                  foregoing, Stereotaxis shall be entitled to appoint other
                  distributors within or for the Territory for any of its
                  products not specified in SCHEDULE ONE, including products
                  identical to the Products except for the brand name, during
                  the term hereof, or to sell such products itself in the
                  Territory.

         C.       For the year ending December 31, 2003, the Sales Quota shall
                  equal [***] ordered and installed. For the year ending
                  December 31, 2004, the Sales Quota shall equal


[*** 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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