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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         A.       Any drawings, data, designs, software programs or other
                  technical or confidential information supplied by Stereotaxis
                  to Distributor in connection with the sale of the Products are
                  not included in the sale of the Products to Distributor, will
                  remain Stereotaxis' property and will at all times be held in
                  confidence by Distributor. Such information will not be
                  reproduced or disclosed to others without Stereotaxis' prior
                  written consent.

         B.       Distributor acknowledges and agrees that any and all software
                  incorporated into the NIOBE System, or contained or comprised
                  in any Products or other accessories provided by Stereotaxis
                  to Distributor for use with the NIOBE System remains the
                  property of Stereotaxis or where applicable, its licensor(s)
                  and is licensed to Distributor on a non-exclusive,
                  non-transferable basis (for the license fees described in any
                  purchase order), not sold. This software is the confidential
                  information of Stereotaxis and Distributor will not copy or
                  modify this software, reverse engineer, decompile or
                  disassemble or use this software except in conjunction with
                  the NIOBE System at the installation site. Notwithstanding
                  anything else contained in this Agreement there is no warranty
                  or condition of non-infringement, quiet enjoyment or
                  possession or title regarding such software. Distributor
                  acknowledges that the software is of such complexity that it
                  may have inherent or latent defects and agrees that its sole
                  remedy for any defects during the warranty period is that
                  Stereotaxis will correct documented software errors. There are
                  no licenses or rights in respect of software upgrades or
                  future software products implied or provided for by this

         C.       Distributor agrees that it will not use the Products in a
                  manner that infringes any of Stereotaxis' patents.

XII.     Distributor is not Agent. Distributor is an independent contractor and
         this Agreement does not create the relation of principal and agent
         between Stereotaxis and Distributor. Distributor shall not act or
         assume to act as a representative or agent of Stereotaxis, nor will it
         contract or incur debts or other obligations in the name of or on
         behalf of Stereotaxis. Stereotaxis shall have no obligation to make
         withholdings of any kind from amounts payable to Distributor, including
         without limitation, any obligations for income tax, workers
         compensation or unemployment compensation.

XIII.    Term; Breach and Termination.

         A.       This Agreement shall be effective as of the date first written
                  above upon signature hereof by the Parties and shall remain in
                  effect through December 31, 2004, unless earlier terminated or
                  extended pursuant to the provisions hereof. This Agreement
                  shall be automatically renewed for one (1) year at the end of
                  the initial term hereof and for successive one-year renewal
                  periods thereafter, unless either Party shall provide written
                  notice to the other Party at least ninety (90) days prior to
                  the end of the initial term or any subsequent one-year renewal


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