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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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V.       Sales and Terms.

         A.       Products will initially be sold to Distributor at such prices
                  and terms as set forth on SCHEDULE THREE attached hereto.
                  Thereafter, in November of each year during the term hereof,
                  Stereotaxis shall establish the prices for the Products, which
                  shall be equal to [***] below the net sales price in the US
                  (exclusive of shipping and installation charges). Such prices
                  shall be effective for purchase orders made by the Distributor
                  in the following calendar year, provided that any Products so
                  ordered are shipped within nine months of such order;
                  otherwise the effective price for Products shipped more than
                  nine months after the date of the purchase order shall be the
                  then-prevailing pricing in effect for such Products.
                  Distributor shall submit a written purchase order in
                  substantially the form provided to Distributor by Stereotaxis
                  from time to time, for each of the Products sold hereunder,
                  which shall be subject to the terms and conditions in this

         B.       Distributor shall be responsible for and shall defray all
                  costs and expenses pertaining to the importation of the
                  Products into the Territory (including all costs associated
                  with shipping and installation) and shall pay all taxes,
                  duties, fees and charges, including all value added taxes,
                  related to the importation of the Products into the Territory
                  and the conclusion and fulfillment of this Agreement (other
                  than as provided in Section V.G.).

         C.       Sales shall be governed only by this Agreement and
                  Stereotaxis' standard terms and conditions for the Products in
                  effect at the time of shipment. A current form of Stereotaxis'
                  standard terms and conditions is attached hereto as SCHEDULE
                  FOUR and is hereby incorporated by reference into this
                  Agreement. Resales by the Distributor shall also be made
                  subject to Stereotaxis' standard terms and conditions. The
                  terms and conditions of this Agreement take precedence over
                  all purchase orders, acknowledgment forms and other documents
                  between the Parties relating to the Products. The provisions
                  of this Section shall survive termination, for whatever
                  reason, of this Agreement.

         D.       Stereotaxis will endeavor to make the Products available as
                  ordered, but reserves the right to allocate its available
                  Products as it may determine in its sole and absolute
                  discretion, without thereby incurring any liability to
                  Distributor or otherwise provided that the delivery of the
                  ordered Products is not unreasonably delayed and that
                  Stereotaxis, upon written request of the Distributor, is able
                  to indicate an estimated date of delivery and respects such
                  date of delivery. Stereotaxis also reserves the right to add a
                  service charge, or alternatively to refuse orders for Products
                  for less than minimum dollar values or less than standard
                  quantities as established by Stereotaxis from time to time.

[*** 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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