Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         reason of integration of PROPRIETARY SIEMENS REGISTERED IMAGING
         pursuant to this Agreement.

2.5      [***]

2.5.1    [***]

2.6      Subject to Section 2.3, the ADVANCED IR LAB DEVELOPMENT WORK will be
         undertaken by the parties in an expeditious fashion and the parties
         will use all reasonable commercial efforts to achieve completion of
         such work so as to enable the commercial introduction of the ADVANCED
         IR LAB during 2004. The ADVANCED IR LAB DEVELOPMENT WORK shall be
         regarded as being completed successfully if the ADVANCED IR LAB
         fulfills the specifications as agreed upon in accordance with Section
         1.1 and when final system testing and readiness for shipment of the
         system to the customer is achieved.

2.7      Stereotaxis agrees that during the period commencing on the date hereof
         and ending 12 months following the placement of the first ADVANCED IR
         LAB at a customer site or until year end 2005, whichever is the
         earlier, it will not place any NIOBE SYSTEMs or NEXT GENERATION NIOBE
         SYSTEMs that are integrated with a third party x-ray imaging system
         and provide proprietary solutions that are substantially comparable to
         the proprietary advanced interventional radiology solutions provided
         by the ADVANCED IR CATH LAB. Each party shall bear the costs incurred
         by such party for its efforts under or in connection with the
         DEVELOPMENT WORK.

2.8      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


[*** 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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