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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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2.5      The DEVELOPMENT WORK shall be regarded as being completed successfully
         if the PRODUCT fulfills the specifications as agreed upon in accordance
         with Section 1.1. Time for the completion of the DEVELOPMENT WORK,
         including final system testing and readiness for shipment of the system
         to the customer is May 31, 2002

2.6      Each party shall bear the costs incurred by such party for its efforts
         under or in connection with the DEVELOPMENT WORK.


3.1      Stereotaxis' systems for magnetic navigation (represented by NIOBE,
         including equivalent, enhancements, new developments thereto whether
         sold under NIOBE or other trademarks) [***] shall not be sold in a form
         that is integrated with third party imaging components comparable or
         competitive to the Siemens X-Ray System through a common or integrated
         user interface during the period from the date hereof to the date 30
         months from the date hereof and this period of exclusivity
         ("Exclusivity Period") shall relate to all fields of medical
         application. Basis for this exclusivity is Siemens effort to define and
         develop in cooperation with Stereotaxis the PRODUCT and the provision
         of the INFORMATION, which represents considerable valuable know-how,
         which is normally not accessible to third parties and is dependent on
         the supply to Stereotaxis customers of Siemens' components of
         Integrated Labs (including the PRODUCT) [***] (or such other maximums
         as are mutually agreed) on a competitive basis and in timely fashion
         and the provision of support in the field as provided for herein.
         Without limitation to the foregoing, in the event Siemens reasonably
         determines it is unable to so supply such Siemens' components of
         Integrated Labs it will promptly inform Stereotaxis of the same, in
         which event the Exclusivity Period will lapse. Upon written request
         from Stereotaxis from time to time, Siemens will provide a prompt
         written response indicating whether it reasonably determines it will be
         able to so supply such components. Further, where Stereotaxis
         reasonably determines (upon request by Siemens from time to time or
         otherwise) that it is unable to so supply its components of such
         installations, it will promptly inform Siemens of the same, in which
         event Siemens may elect that the Exclusivity Period and its obligations
         in respect of the Development Work will lapse.

[*** 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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