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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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                                                                   EXHIBIT 10.32

MAY 2004


Stereotaxis, Inc. ("Stereotaxis") -- on the one side -- and Siemens
Aktiengesellschaft, Medical Solutions ("Siemens") and Siemens Asahi Medical
Technologies Ltd. ("SAM") -- on the other side -- set forth in this letter
agreement (this "Agreement") the general terms of their collaboration in respect
of development of the Japanese market for NIOBE Systems, whether integrated with
Siemens imaging systems or those of third parties, as follows:


The objective of the collaboration of Stereotaxis and Siemens in respect of the
Japanese market is to facilitate penetration of the Japanese interventional
cardiology and electrophysiology cath lab markets with NIOBE Systems and the
utilization of these systems by Japanese customers. Siemens, through its
subsidiary SAM, will take primary responsibility for and coordinate the
regulatory process to achieve approval by the Ministry of Health, Labour and
Welfare of Japan ("MHLW") under the Pharmaceutical Affairs Law to obtain
regulatory clearance ("Shonin") for commercial use of the NIOBE System in Japan
in a manner that permits the Shonin to be transferred to Stereotaxis at
Stereotaxis election,
 in the manner set out below. Siemens will also, at
Stereotaxis' request, support the regulatory process to achieve Shonin
regulatory clearance in respect of disposable products for use with the NIOBE
System in a manner that permits the Shonin to be transferred to Stereotaxis on
its written request, in the manner set out below. In order to facilitate these
objectives, except as noted in paragraph 3(c) of this Agreement, Stereotaxis
agrees to appoint SAM as its sole distributor in Japan on the terms and
conditions set forth herein. Stereotaxis and SAM agree that the pricing defined
in sections 5 and 8 below of this Agreement applies to the current generation of
the Niobe system only.


Siemens will be ready to submit its sponsorship of the regulatory protocol for
Shonin regulatory clearance on or before the date which is 30 days following the
time Siemens


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