Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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subparagraphs (f) and (g), then Stereotaxis shall have the right to pursue
either or both of those applications with one or more third parties.

         (i) SAM will provide all necessary translations of documents into
Japanese relating to the matters set forth herein and will also be responsible
for importation and customs processes for products landed in Japan at SAM's cost
and expense (with reasonable cooperation from Stereotaxis).

4. COSTS OF REGULATORY CLEARANCE

[***] SAM and Stereotaxis will contribute [***] of the reasonable costs of
obtaining regulatory clearance for the NIOBE System and accessories (except in
respect of clinical trials, for which costs will be split [***] between SAM,
Stereotaxis and Stereotaxis' appointed Japanese distributor for disposables).
Stereotaxis or its disposables partner will pay for all incremental costs
associated with disposable devices clearance.

5. TRANSFER PRICE

The transfer price of NIOBE Systems and accessories to SAM for distribution in
Japan [***]. The pricing for a third party hereunder will be determined and
denominated in U.S. Dollars and does not include any services such as shipping,
insurance, room preparation or installation.

6. ACCESSORIES FOR JAPANESE MARKET

NIOBE accessories covered by the distribution alliance will comprise the
Navigant Advanced Workstation, the CardioDrive catheter advancer hardware (but
not including the Stereotaxis CardioDrive disposable device), discrete
navigation software products and such other accessories as are reasonably
nominated by Stereotaxis from

[*** 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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