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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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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 between the customer's purchase of components from 
Stereotaxis and from Siemens will be evident to the customer:

         (i)      In respect of INTEGRATED CATH LABs, as set forth in the
         (ii)     [***]
         (iii)    In respect of ADVANCED CARDIOLOGY CATH LABs and ADVANCED IR
                  LABs, until such time as either party provides the other with
                  written notice to the contrary.

3.5      For placements of LABS, sales brochures, bid specification and 
customer payment will be made in a way that a distinct separation between the 
Stereotaxis components and Siemens components is evident to the customer.

         (i)      Notwithstanding the above, there is a joint document for 
                  room planning and installation instructions.
         (ii)     Siemens will provide to the customer project management on 
                  site addressing room preparation, shipment and installation.
         (iii)    Contracts with customers will be signed by each party for 
                  their respective components to be delivered.
         (iv)     Each party will manufacture, warrant, sell and deliver its
                  components of such LABs in accordance with reasonable industry
                  practices and will not cease to so manufacture, warrant, sell 
                  and deliver such components based on customer purchase orders 
                  without 18 months prior notice to the other party.

3.6      Stereotaxis and Siemens may mutually agree upon cross-incentive 
programs to enhance sales force focus on placement on LABs

3.7      For placements of ADVANCED CARDIOLOGY CATH LABs, Stereotaxis and 
Siemens will cooperate to:

         (i)      Coordinate salesforce and customer training activities;
         (ii)     [***]
         (iii)    Coordinate and facilitate publications and conference
                  presentations as mutually agreed;
         (iv)     Coordinate and establish a minimum of two Exhibition Sites
                  at Barnes in St. Louis and at such other site as mutually
                  agreed (likely at St. Georg in Hamburg) [***]

[*** 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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