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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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3.2.1    The Exclusivity Period shall not apply in respect of neuro applications
         if and as soon as Stereotaxis can evidence that there is a
         substantially superior Flat Panel Detector available to Stereotaxis on
         the market. "Substantially superior" as used herein shall mean that the
         detector shows in specifications and in practical use superiority in
         all materially significant respects over the Siemens detector.

3.2.2    Stereotaxis and Siemens agree that there will be reasonable
         compensation of licensing to third party vendors the Siemens
         intellectual property regarding the Product (and compatibility and
         interface of the Stereotaxis and Siemens components) after expiration
         of the Exclusivity Period and Siemens will so license to Stereotaxis
         and/or third parties on request to enable them to make, use and sell
         the Product or modifications thereof based on such compensation. The
         value of such Siemens intellectual property has to be defined on a case
         by case during the engineering process. The compensation per unit will
         be [***] of the total of such Siemens intellectual property value (to
         be determined as mutually agreed) sold in combination with or by non
         Siemens vendors, but will in no event exceed [***] of the sales price
         of the Stereotaxis System being sold in conjunction with the Product or
         modification thereof. The parties will, no later than 6 months prior to
         the termination of the Exclusivity Period, confer and mutually agree a
         final determination of the level of such compensation.

3.2.3    This agreement covers magnetic guiding (represented by NIOBE, including
         equivalent systems, enhancements, and new developments thereto whether
         sold under NIOBE or other trademarks) [***]

3.3      As appropriate, customer sales approach can be jointly or separately by
         each party. Where the Exclusivity Period applies each party shall
         inform the other promptly of any potential customer in respect of in
         respect of Integrated Lab(s) and each party agrees to fully cooperate
         with the other in respect of reasonable requests for coordination of
         customer sales efforts, provided that the parties continue to maintain
         distinct and separate business and sales operations and identities and
         that the distinct separation

[*** 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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