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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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         (b) In the event that the appointment of SAM as distributor for the
NIOBE System and accessories in Japan is not renewed in the manner set out above
during the [***] and where SAM has complied with its obligations as distributor
and has achieved the distribution goals agreed upon as provided in the previous
paragraph, Stereotaxis will pay to Siemens an amount comprising the reasonable
costs actually incurred by SAM for regulatory and other NIOBE distribution
start-up costs in Japan, [***]. The determination of such regulatory and
distribution start-up costs shall be determined on a reasonable and customary
basis as agreed between the parties. Siemens shall provide an annual accounting
for such actual costs incurred, subject to the approval of Stereotaxis.

         (c) Japanese distribution and service of the NIOBE System and
accessories will encompass placements that are integrated with the ARTIS dF
FLUOROSCOPY System and with third party imaging systems. Stereotaxis can provide
marketing and promotional support for NIOBE System and accessories that are
integrated with third-party imaging systems, including related activities such
as sales force training and presentations to customers. In the case of such
placements, SAM shall act as the import and distribution agent (subject to the
limitations on transfer pricing set forth below), and SAM shall be responsible
for the installation and service of such NIOBE Systems, provided that SAM may
subcontract such installation and service obligations to one or more parties
acceptable to Stereotaxis and to the third party imaging company. SAM agrees use
its best efforts to carry out its distribution, installation and service
obligations under this Agreement on a timely basis in connection with such sales
and marketing activities between Stereotaxis and such third party imaging

         (d) Stereotaxis will provide a level of training to SAM's Japanese
sales force in respect of NIOBE Systems and accessories as would be commercially
reasonable for equivalent U.S. sales force training. Stereotaxis shall provide
two days of training per

[*** 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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