Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                       9

                           [***] The parties will ensure that at the time of
                           installation and thereafter that their components
                           provided to such LAB have the most up to date
                           software releases installed that are designed for use
                           with such components. Such demonstration site will
                           remain installed until such time as mutually agreed
                           by the parties. [***] and

                  (v)      Coordinate and establish Center of Excellence
                           Clinical Sites targeting key interventional hospitals
                           such as [***] and such other sites as are mutually
                           agreed, the object being to promote the capabilities
                           of the integrated systems and to establish new
                           clinical solutions.

                  Further details on the sales cooperation will be agreed to by
                  a "collaborative sales working group" to be established after
                  the signing of this Agreement, the object being to promote
                  sales and promotions cooperation between the parties while
                  continuing to maintain distinct and separate business and
                  sales operations and identities.

4.       LOGISTICS

For placements of LABs, Stereotaxis as well as Siemens will ship directly to 
the customer site. Time schedule is coordinated by the Siemens and Stereotaxis 
project managers. The first unit of any LAB will be tested in Siemens AX before 
shipment to the customer to assure successful integration and system 
performance. The number of units that have to pass the compatibility test after 
the first units testing will be defined separately and mutually agreed. Further 
details on logistics will be agreed to by the collaborative logistics working 
group established pursuant to the Collaboration Agreement, which will also be 
used to coordinate logistics issues arising under this Agreement.

5.       INSTALLATION AND SERVICE

5.1      For installations of LABs, at least one Stereotaxis person will be on
         site at the customer facility, at Stereotaxis cost and expense, at the
         time of installation. Siemens will support the installation of
         Stereotaxis components to Siemens' system.

5.2      Service of LABs on site will be done by Siemens in accordance with a
         service contract between the Siemens and Stereotaxis, on commercially
         reasonable terms to be mutually agreed or, where applicable, in
         accordance with existing service contracts in respect of LABs that are
         already in place.

[*** 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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