Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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IV.      Certain Covenants of Stereotaxis.

         A.       Stereotaxis agrees to provide initial training for all sales,
                  marketing and service employees of Distributor, who are
                  employees of the Distributor at the time of execution of this
                  Agreement and who will sell and/or service the Products (the
                  "Initial Training"). Such training shall consist of two
                  sessions, one of which shall relate to the sales and marketing
                  of the Products and one of which shall relate to the servicing
                  of the Products. Distributor shall require its personnel
                  performing functions covered by any such training course to
                  attend such course. The costs of travel and related expenses
                  shall be borne by the Party incurring such travel. The Parties
                  agree that such training shall be provided at locations and
                  with methods that minimize the total cost of travel and
                  location expense. Upon completion of the Initial Training and
                  other than as provided in Section IV.B., Distributor agrees to
                  be responsible for the training of all of its sales, marketing
                  and service employees, including the training of any new
                  employees.

         B.       Distributor shall appoint a marketing or training coordinator
                  in order to supervise the training, including the Initial
                  Training, of such personnel. In connection with any new
                  advancements in technology related to the Products,
                  Stereotaxis agrees to provide additional training to the
                  marketing or training coordinator selected by the Distributor.
                  Distributor shall require its marketing or training
                  coordinator to attend such training. The costs of travel and
                  related expenses of such training shall be borne by the Party
                  incurring such travel. The Parties agree that such training
                  shall be provided at locations and with methods that minimize
                  the total cost of travel and location expense.

         C.       Stereotaxis agrees to provide, or cause to be provided,
                  clinical applications support to the customer for the [***]
                  NIOBE Systems sold by Distributor until the Distributor
                  sells its [***] NIOBE System. Upon the sale by the Distributor
                  of its third NIOBE System, Stereotaxis will cease providing
                  clinical applications support to the customers for any of the
                  NIOBE Systems sold by the Distributor and Distributor agrees
                  to become solely responsible for providing such clinical
                  applications support to such customers for all NIOBE Systems
                  sold by the Distributor. Distributor represents and warrants
                  to Stereotaxis that Distributor will establish and maintain an
                  adequate Stereotaxis trained technically competent staff to
                  provide all required service and support to Distributor's
                  customers. This representation is a material inducement for
                  Stereotaxis to enter into and continue this Agreement.

         D.       Stereotaxis shall have the right to subcontract to Siemens AG
                  or a designated affiliate thereof any services to be performed
                  by Stereotaxis in connection with any NIOBE Systems sold
                  hereunder by Distributor.

[*** 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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