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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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year to the Japanese sales force in Japan. Each party will be responsible for
the travel and expenses of their respective representatives to attend such
two-day training. Stereotaxis will forward a training schedule to SAM after the
two training days are determined. Siemens will pay for any additional training
requests at a [***] per Stereotaxis representative per day, plus the reasonable
travel and expenses of such Stereotaxis representatives. Additional training
days will include training of new sales representatives during the same
agreement year and training for any software upgrades provided at no charge. For
each new software release purchased at an agreed upon incremental cost,
Stereotaxis will provide one day of training by a Stereotaxis representative at
Stereotaxis' cost, at a time and location to be mutually determined by the

         (e) Further details of the distributor relationship between Stereotaxis
and SAM will be set forth in a Distributorship Agreement to be separately
concluded not later than 60 days after the date of this Agreement, provided that
the terms of the Distribution Agreement shall be consistent with, and shall not
conflict with, this Agreement.

         (f) [***]

         (g) [***]

         (h) The inclusion of any additional applications contemplated by
subparagraphs (f) and (g) shall be subject to a mutually agreed upon increase of
NIOBE System distribution goals specific to the clinical application for a
specified period of time. Stereotaxis may integrate either application with
third party imaging systems other than the ARTIS dF FLUOROSCOPY System. If the
parties do not agree to move forward with respect to the neurological or the
interventional radiology applications described in

[*** 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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