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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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time to time that are designed for use with the NIOBE system. "Accessories"
shall not include disposable interventional devices such as catheters,
guidewires and stent delivery devices.


         (a) Service and Warranty. Stereotaxis will subcontract to SAM the
warranty and all service for the NIOBE Systems and accessories placed in Japan
and all obligations and benefits related thereto, including for NIOBE System
placements that are integrated with third party imaging systems. SAM shall
perform its service and warranty obligations on commercially reasonable terms
and conditions, including as to price, and such terms, conditions, pricing and
performance levels shall be the same for NIOBE placements integrated with the
Siemens' imaging systems as for those placements integrated with third party
imaging systems. Stereotaxis will provide spare parts as reasonably required to
SAM for the Japanese market at commercially reasonable transfer prices (refer to
Schedule C, spare parts Stereotaxis will provide a level of training to SAM's
Japanese service and field support representatives in respect of NIOBE Systems
and accessories as would be commercially reasonable for equivalent U.S. service
and field support representatives training. If training is required in Japan,
each party will be responsible for the travel and expenses of their respective
representatives to attend such training. [***]

         (b) [***] Recurring Costs/License Fees. There shall be a license fee
for the Navigant(TM) software of [***]. Navigant(TM) is tailored toward either
electrophysiology or interventional cardiology applications. If both
applications are chosen the license fee for Navigant(TM) will be [***]. Software
license fees are a condition of the sale of the Navigant software and will
continue after the termination or expiration of this Agreement. [***].

[*** 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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