Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                  [***] It shall be a mutual goal of the Parties that each NIOBE
                  System placed by Distributor hereunder shall be utilized by
                  Distributor's customers for an average of five procedures per
                  week by 12 months following installation, and any NIOBE System
                  which does not reach such level of customer utilization shall
                  not be counted toward Distributor achieving any Sales Quotas
                  hereunder.

II.      Territory. "Territory" shall mean Italy and the following
         [cantons/regions] in Switzerland, which comprise the Italian speaking
         geographic region in Switzerland: [Ticino]. [DISTRIBUTOR TO CONFIRM
         AND/OR COMPLETE WITH ADDITIONAL REFERENCES.]

III.     Certain Covenants of Distributor. Distributor agrees during the term of
         this Agreement, and at its own cost:

         A.       In order to ensure patient safety, not to use or permit others
                  to use the NIOBE System with any disposable devices, software
                  or other accessories except those provided by or approved in
                  writing by Stereotaxis or with any fluoroscopy system other
                  than the Siemens ARTIS digital fluoroscopy system that has
                  been integrated by Stereotaxis and Siemens to allow use with
                  the NIOBE System or any other fluoroscopy system approved in
                  writing by Stereotaxis. Distributor further agrees that it
                  will not, or permit others to, modify the NIOBE System or any
                  of the devices or software provided by Stereotaxis for use
                  with the system;

         B.       To use its best efforts to sell, advertise and otherwise
                  promote the sale and use of the Products throughout the
                  Territory, to maintain a representative, and to fulfill such
                  additional goals as it may agree upon with Stereotaxis;

         C.       To maintain an adequate sales and service staff, as well as
                  adequate facilities;

         D.       To use its best efforts to assist end users in acquiring
                  replacement of defective parts, through Stereotaxis or an
                  approved vendor of Stereotaxis;

         E.       To appoint and supervise such persons as may be necessary to
                  provide adequate sales throughout the Territory and instruct
                  them as to appropriate methods of sales, advertisement,
                  demonstration and promotion of the Products;

         F.       To prepare and transmit to Stereotaxis regular, timely,
                  accurate and complete reports and other information pertinent
                  to the sale of the Products and semi-annual, annual and other
                  statements of its financial condition, all in form and
                  substance satisfactory to Stereotaxis. Such information shall
                  include (i) a quarterly non-binding forecast of Products to be
                  purchased by Distributor (which shall include projected NIOBE
                  System and disposable sales) from Stereotaxis during the
                  following year (on a quarterly basis) and (ii) a list of
                  customers and potential customers of Distributor, including
                  information describing the contacts with such potential
                  customer and the status of the discussions, in reasonable
                  detail;


[*** 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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