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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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use of the integrated imaging and guidance system. The PRODUCT will be 
specified fully in mutual understanding between the parties in a separate 
document later to be attached to this Agreement as an Annex.

1.2  The term "INFORMATION" means written and/or oral technical information 
     with regard to the components mentioned in Section 1.1 herein above, such 
     information being available to one party at any time during the term of 
     this Agreement and not resulting from performing DEVELOPMENT WORK.

1.3  The term "DEVELOPMENT WORK" means any and all development work to be 
     performed by the parties for the PRODUCT in accordance with Section 2 

1.4  The term "DEVELOPMENT RESULTS" means any and all results, whether 
     patentable or not, in written or oral form, achieved by performing 

1.5  The term "LAB" or "INTEGRATED LAB" represents an Integrated Cath Lab or an 
     Integrated Neuro Lab [***].


2.1  Details of the DEVELOPMENT WORK are set forth in Annex 1 hereto.

2.2  Each party, insofar as it lawfully may, shall make available to the other 
     within a reasonable period of time following the Effective Date of this 
     Agreement, and from time to time during the carrying out of the DEVELOPMENT
     WORK its INFORMATION and DEVELOPMENT RESULTS insofar as it considers such 
     INFORMATION and DEVELOPMENT RESULTS necessary for the other party for 
     carrying out the DEVELOPMENT WORK.

     Disclosure of INFORMATION and DEVELOPMENT RESULTS will be effected without 
     charges to the receiving party.

2.3  The DEVELOPMENT WORK will be carried out in close cooperation between the 
     parties and in a joint effort to keep cost and expenditures to a minimum.

2.4  Each party undertakes to carry out the DEVELOPMENT WORK as stipulated in 
     this Agreement. Each party shall make a faithful effort to arrive at a 
     successful completion of the relevant DEVELOPMENT WORK.

[*** 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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