Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                  coordination of sales force incentives, sales force and
                  customer training and conference presentations and
                  publications;

         (v)      To provide for global first level service by Siemens of LABs;
                  and

         (vi)     to provide for collaboration of the parties in respect of new
                  technologies applicable to LABs by mutual agreement from time
                  to time:

         in the manner set out below.

1. DEFINITIONS

1.1      The terms "NIOBE SYSTEM", ARTIS dFC FLUOROSCOPY SYSTEM", and "COMMON
         USER INTERFACE" mean:

1.1.1    The "NIOBE SYSTEM" means Stereotaxis' digital instrument control system
         and subsequent generations of that system whether sold under NIOBE or
         other trademarks, which allows navigation and control of guidewires,
         catheters and other instruments in the body by external magnetic
         forces. Unless the context requires otherwise, this will be taken to
         include major accessories designed to be used with such system.

1.1.2    The "ARTIS dFC FLUOROSCOPY SYSTEM" means Siemens' ARTIS dFC digital
         cardiology X-ray imaging system and subsequent generations of Siemens
         digital cardiology X-ray system whether sold under ARTIS or other
         trademarks. Unless the context requires otherwise, this will be taken
         to include major accessories designed to be used with such system.

1.1.3    The "COMMON USER INTERFACE" means the common interface developed by the
         parties pursuant to the COLLABORATION AGREEMENT for the integration of
         the NIOBE SYSTEM and the ARTIS dFC FLUOROSCOPY SYSTEM to comprise the
         INTEGRATED CATH LAB.

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 "ADVANCED CARDIOLOGY CATH LAB DEVELOPMENT WORK" means any and
         all development work to be performed by the parties to develop the
         ADVANCED CARDIOLOGY CATH LAB by adding to the INTEGRATED CATH LAB the
         capability of navigating using PROPRIETARY SIEMENS REGISTERED IMAGING,
         in accordance with Section 2 below.

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