SOFTWARE DISTRIBUTION AGREEMENT

PREAMBLE

WHEREAS, Siemens and Stereotaxis have entered into an extended collaboration

agreement to improve interventional procedures in the cardiac cathlab by

enabling visualization and navigation with pre-operative anatomical 3D images

(hereinafter referred to as the "Extended Collaboration Agreement");

WHEREAS, Siemens and Stereotaxis do not intend for any provision of this

Agreement to alter or amend the rights or obligations provided under the

Extended Collaboration Agreement;

WHEREAS, Siemens has developed the Siemens "Pre-operative Imaging Component"

software and/or is the owner of or is entitled to dispose of the proprietary

rights of and/or titles to such software product;

WHEREAS, Stereotaxis desires to obtain license and distribution rights in such

software product;

WHEREAS, Siemens is willing to license such software product to Stereotaxis as

consideration for license fees stated herein and on the terms and conditions set

forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein

contained Stereotaxis and Siemens agree as follows:

ARTICLE 1 - DEFINITIONS

Wherever used in this Agreement, unless otherwise indicated expressly in the

context of this Agreement, the following terms shall have the following meanings

ascribed to them:

1.1      "Agreement" shall mean this software distribution agreement including

         all Annexes and any matters specifically incorporated herein by

         reference and made a part hereof.

1.2      "End-user" shall mean the customer of Stereotaxis who uses the Licensed

         Software as embedded within the Product for its own medical or

         scientific purposes.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

1.3      "Licensed Software" shall mean the software program presently known as

         3D Pre-Operative Image Navigation V1.00 in Object Code and finally and

         conclusively described in ANNEX 1 and all Updates thereto.

1.4      "Software Documentation" shall mean the information needed to draft

         End-user manuals and all other information related to the Licensed

         Software, as set-out in ANNEX 2 and all Updated Software Documentation

         thereto. Siemens will provide this in machine-readable form.

1.5      "Effective Date" shall mean the date on which the last of the Parties

         has executed this Agreement.

1.6      "Hardware" shall mean the hardware equipment as described in ANNEX 3.

1.7      "Object Code" shall mean code for the Licensed Software resulting from

         translation of source code into machine readable format appropriate for

         operation on the Hardware.

1.8      "Product" shall mean the Stereotaxis Navigant system or similar or

         extended successor systems.

1.9      "Reference Environment" shall mean a system consisting of the Hardware

         and the software described in ANNEX 1 and shall be used for testing the

         Licensed Software and for communicating, duplicating and reproducing

         errors of the Licensed Software.

1.10     "Updated Software Documentation" shall mean any change in the Software

         Documentation that is needed because of an Update or changes of the

         Hardware.

1.11     "Update" shall mean a new release of the Licensed Software that

         incorporates error corrections; software changes due to vendor-

         required Hardware changes, or for migration to higher versions of

         Windows software or DICOM networking standard, improved performance

         and other minor changes, none of which will delete any functionality.

         Improved performance will only be part of Updates, if and to the

         extent Siemens is contractually allowed to license such improvement

         to Stereotaxis. It is designated by a change in the second digit to

         the right of the decimal point in the Licensed Software version

         number.

1.12 "Affiliate" shall mean a corporation, company or other entity

         (i)      more than fifty percent (50%) of whose outstanding shares or

                  securities representing the right to vote for the election of

                  the board of directors or a similar managing authority or a

                  supervisory board are, or

         (ii)     which does not have outstanding shares or securities, as may

                  be the case in a partnership, joint venture or unincorporated

                  association, but more than fifty percent (50%) of the

                  ownership interest representing the right to make decisions

                  for such entity is

         now or hereafter, owned or controlled directly or indirectly, by

         Stereotaxis or its parent companies or Siemens, respectively, but such

         corporation, company or other entity shall be deemed to be an Affiliate

         only so long as such ownership or control exists.

1.13     "Party" shall mean either Siemens or Stereotaxis.

1.14     "Parties" shall mean both Siemens and Stereotaxis.

ARTICLE 2 - LICENSE GRANT

2.1      Subject to the terms of this Agreement and without limiting the rights

         of the parties under the Extended Collaboration Agreement, Siemens

         hereby grants to Stereotaxis for the term of this Agreement subject to

         the payment of the license fees as set forth in Article 8 a

         non-exclusive, non-transferable, worldwide license to use, copy,

         distribute to End-users and to sublicense End-users the right to use

         the Licensed Software.

2.2      Subject to the terms of this Agreement, Siemens hereby grants to

         Stereotaxis for the term of this Agreement, subject to the payment of

         the license fees as set forth in Article 8, a non-exclusive,

         non-transferable, worldwide license to use, copy, change, translate and

         distribute to End-users the Software Documentation as part of an

         End-user manual that is handed over to the End-user. There shall be no

         reference in End-user manuals as to the origin of the Software

         Documentation.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

2.3      Each licensing of Licensed Software to End-users shall be subject to

         legally binding, written license agreements the terms and conditions of

         which shall contain appropriate terms that are substantially similar to

         the terms of Articles 2, 3 and 11 of this Agreement.

2.4      If the Parties agree to incorporate freeware, shareware or open source

         software into the Licensed Software, no license fee shall be charged to

         Stereotaxis for the use of such freeware, shareware or open source

         software. Stereotaxis acknowledges and agrees that Siemens provides no

         warranties and shall have no liability whatsoever in respect of

         Stereotaxis's possession and/or use of the freeware, shareware or open

         source software. Regarding such portions of Licensed Software,

         Stereotaxis hereby accepts the specific license conditions either being

         part of the Software Documentation or accompanying the Hardware ("Open

         Source Conditions"). Upon request of Stereotaxis, Siemens shall provide

         a copy of the source code of the open source software, if required by

         the Open Source Conditions. To the extent there is a conflict between

         this Agreement and the Open Source Conditions, the terms of the Open

         Source Conditions shall prevail over the terms and conditions of this

         Agreement with regard to the open source software.

ARTICLE 3 -- COPYRIGHT, TRADEMARKS, TITLE

3.1      All rights, title and interest in and to the Licensed Software (and any

         part thereof) and the Software Documentation (and any part thereof),

         other than those expressly granted herein, shall remain wholly vested

         in Siemens or its third party licensors. Stereotaxis acknowledges that

         it has no rights whatsoever in respect of the Licensed Software and

         Software Documentation save for those expressly granted to it by this

         Agreement.

3.2      Nothing in this Agreement entitles either Party to use any trademark of

         the other Party or its Affiliates or any other mark confusingly similar

         thereto, without the express written consent of the other Party.

3.3      Stereotaxis shall in any case use reasonable efforts to safeguard the

         Licensed Software and the Software Documentation in its possession and

         control the rights therein with the same degree of case as is used with

         respect to Stereotaxis's own equally important software, documentation

         and rights therein, but at least with

         reasonable care.

Other than as permitted hereunder, as contemplated under the Extended

Collaboration Agreement or required by law, Stereotaxis shall not copy,

translate, modify, create derivative works, disassemble, reverse engineer,

decompile, attempt, directly or indirectly, to otherwise obtain or create source

code of the Licensed Software or otherwise use the Licensed Software and

Software Documentation

3.4      Stereotaxis agrees that using, distributing, copying, duplicating or

         otherwise reproducing all or any part of the Licensed Software other

         than in accordance with this Agreement, and Stereotaxis's failure to

         perform its obligations for End-users as set forth in this Agreement,

         may be considered a material breach of this Agreement.

3.6      In case of Siemens' knowledge or reasonable assumption that, as a

         result of an action or inaction by Stereotaxis a third party is using

         or has used the Licensed Software or Software Documentation without

         proper authorization, then upon receipt of written request from

         Siemens, Stereotaxis shall confirm in writing whether such third party

         is an End-user or not. If such third party is an End-user, then Siemens

         and Stereotaxis shall mutually decide on the proper course of action to

         address the potential infringement. If such third party is not an

         End-user, then Stereotaxis shall reasonably assist Siemens in enforcing

         its rights (which assistance shall not include preparation for or

         participation in litigation) against such third party, and shall

         furnish all available information thereto which Stereotaxis is

         permitted to disclose.

ARTICLE 4 - SUPPLY OF LICENSED SOFTWARE AND SOFTWARE DOCUMENTATION

4.1      Siemens will supply to Stereotaxis the Object Code of the Licensed

         Software and Software Documentation on CD or other electronic form as a

         master copy. During the term of this Agreement, Stereotaxis may use,

         copy and distribute the Licensed Software and the Software

         Documentation. Stereotaxis shall provide to Siemens on a quarterly

         basis a list of the number of new End-users. Siemens may audit

         Stereotaxis in accordance with Section 9 below.

4.2      Siemens will without undue delay make available to Stereotaxis any new

         Update for licensing under the terms and conditions of this Agreement.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

ARTICLE 5 - TIMELINES

         Both Parties will use commercially reasonable efforts to meet the

         timelines set forth in Annex 1. As part of these efforts, Siemens will

         support Stereotaxis, at no cost to Stereotaxis, in Stereotaxis's

         integration of the Licensed Software into the Product by providing

         assistance with respect to the Licensed Software, including, but not

         limited to, providing error corrections on a timely basis for any

         errors identified in the Licensed Software, during Stereotaxis's

         initial integration testing and subsequent Alpha and Beta testing with

         potential End-users.

ARTICLE 6 - WARRANTY

6.1      Siemens warrants that the Licensed Software: 1) is free of viruses

         and/or programming devices (e.g. license keys) that are designed to (a)

         disrupt the use of the Licensed Software, or any system with which the

         Software operates, or (b) destroy or damage data or make data

         inaccessible or delayed; and 2) as originally delivered by Siemens to

         Stereotaxis, is free from and will remain free from substantial

         non-conformities in design, material and workmanship during the

         warranty period of twelve months from the date of delivery. The

         Licensed Software is considered free from such non-conformities if it

         operates in substantial conformance with the Software Documentation. In

         the event of a breach of the foregoing warranties, Siemens shall

         perform maintenance service as defined in Article 10, below, at no cost

         to Stereotaxis or any End-user, during the warranty period of twelve

         months from the date of delivery and thereafter on a fee-paid basis as

         defined in Article 6.2, below.

6.2      With respect to an End-user, such cost-free maintenance period shall

         start at the time such End-user's sublicense of the Licensed Software

         commences for such End-user. The maintenance shall be provided without

         cost to Stereotaxis or its End-users for twelve (12) months from the

         End-user's sublicensing of the Licensed Software, after which Siemens

         may charge for its performance of maintenance services as described in

         Annex 5.

6.3      UNLESS EXPLICITLY STATED IN THIS AGREEMENT, SIEMENS MAKES NO WARRANTIES

         RELATED TO THE LICENSED SOFTWARE OR SOFTWARE DOCUMENTATION EITHER,

         EXPRESS, STATUTORY, OR IMPLIED INCLUDING

         BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND

         FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING

         FROM COURSE OF DEALING OR USAGE OF TRADE.

ARTICLE 7 - INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES

7.1      (A) Except as set forth below in this Article, and subject to the

         conditions and limitations stated below in this Article, Siemens shall

         be liable for any claim, suit, action or proceeding brought against

         Stereotaxis, or an End-user, by a third party to the extent it is based

         on: a) any alleged infringement of patents, trademarks or copyrights of

         a third party and protected under the laws of the USA or Germany b) any

         alleged unlawful or improper disclosure or use or misappropriation of a

         trade secret; or (c) any alleged violation of any other intellectual

         property or moral right, in any such case, asserted against Stereotaxis

         or an End-user by virtue of Stereotaxis's or an End-user's use,

         distribution or possession of the Licensed Software or Software

         Documentation or respective updates as provided in this Agreement

         (hereinafter collectively referred to as "Claim(s)").

         (B) If, as a result of such a Claim, Stereotaxis becomes enjoined or it

         is likely, in Siemens' reasonable opinion, that Stereotaxis will become

         enjoined from using the Licensed Software, Software Documentation,

         Updates and/or Updated Software Documentation, Siemens shall at its

         election and its cost - except as set forth below in this Article, and

         subject to the conditions and limitations stated below in this Article:

         (i) procure for Stereotaxis the right to continue to use the Licensed

         Software, Software Documentation, Updates and/or Updated Software

         Documentation as provided in this Agreement; (ii) provide Stereotaxis

         with a non-infringing replacement product and/or documentation, or

         modify the Licensed Software, Software Documentation, Updates and/or

         Updated Software Documentation so that it becomes non-infringing,

         provided that the replacement/modified Licensed Software and/or Updates

         meet substantially the same performance and functional specifications

         provided in the Software Documentation or Updated Software

         Documentation; or, only if options (i) and (ii) are not possible

         despite the exercise of commercially reasonable efforts, (iii) upon

         return of the infringing Licensed Software at Siemens request, refund

         to Stereotaxis the purchase price actually paid. Except with respect to

         the obligations in the following paragraph (C), upon Siemens' execution

         of one of the options set out in this Section, Siemens shall be

         relieved of any further obligation or liability to Stereotaxis as a

         result

                                                       CONFIDENTIAL TREATMENT

                                                    REQUEST BY STEREOTAXIS, INC.

         of any such infringement and Siemens shall not be obligated to deliver

         any replacement Licensed Software if Siemens has met the requirements

         to exercise option (iii) above. Any modified or replacement software

         and/or documentation provided under this Article 7 shall be subject to

         all of the terms and conditions of this Agreement, including without

         limitation, the provisions of this Article 7.

         (C) Siemens agrees to defend and to the extent a Claim is asserted

         against Stereotaxis or an End-user, indemnify and hold the End-user and

         Stereotaxis, its officers, directors, shareholders, agents and

         employees (collectively, "Stx Indemnified Parties") harmless from and

         against any and all loss, cost, damage or liability, including counsel

         fees and costs, arising out of or related to any Claim. Siemens shall

         control and direct the investigation, defense and settlement of each

         such Claim and Stereotaxis agrees, at Siemens' request and expense, to

         reasonably cooperate with Siemens in connection with the foregoing and

         in Siemens' efforts to mitigate any potential damages, costs and

         expenses incurred by Siemens under this provision.

7.2      Stereotaxis, the End-user and the Stx Indemnified Parties shall give

         Siemens prompt written notice of any alleged or threatened Claims.

         Stereotaxis, the End-user and the Stx Indemnified Parties shall not

         consent to any judgment or decree or compromise of any Claim without

         first obtaining Seimens' written consent. Siemens shall give prompt,

         written notice to Stereotaxis of any actual or threatened Claim against

         Siemens or customers of Siemens which Siemens, in its reasonable

         discretion, deems to be of importance to Stereotaxis.

7.3      Siemens shall not be liable with respect to any Claim to the extent

         arising out of our relating to either:

         (i)      use or incorporation in any Licensed Software of any design or

                  technique, furnished or requested by Stereotaxis or an

                  End-user; or

         (ii)     the combination with or incorporation of the Licensed Software

                  into the Product, software, or subassembly not supplied or

                  specified by Siemens if such infringement would not have

                  occurred without such combination or use thereof; or

         (iii)    the modification of Licensed Software by Stereotaxis or an

                  End-user unless such modification is in accordance with

                  Siemens' instructions; or

         (iv)     the use of Licensed Software by Stereotaxis or an End-user

                  other than as permitted under this Agreement; or

         (v)      use or distribution by Stereotaxis of other than the most

                  current Update of the Licensed Software (if such Claim would

                  have been prevented by the use of such Update) after such

                  Update has been made available to Stereotaxis at no additional

                  charge.

7.4      (A) Except as set forth below in this Article, and subject to the

         conditions and limitations stated below in this Article, Stereotaxis

         shall be liable for any claim, suit, action or proceeding brought

         against Siemens by a third party to the extent it is based on: a) any

         alleged-infringement of patents, trademarks or copyrights of a third

         party and protected under the laws of the USA or Germany b) any alleged

         unlawful or improper disclosure or use or misappropriation of a trade

         secret; or (c) any alleged violation of any other intellectual property

         or moral right; in any such case, asserted against Siemens or one of

         the Siemens Indemnified Parties by virtue of Siemens' authorization of

         Stereotaxis for the use, incorporation, combination, distribution or

         possession of the Licensed Software or Software Documentation or

         respective updates as provided in this Agreement (hereinafter referred

         to as "Stx Claim(s)").

         (B) Stereotaxis agrees to defend and to the extent a Stx Claim is

         asserted against Siemens, indemnify and hold Siemens, its officers,

         directors, shareholders, agents, and employees ("Siemens Indemnified

         Parties") harmless from and against any and all loss, cost, damage or

         liability, including counsel fees and costs, arising out of or related

         to any Stx Claim. Stereotaxis shall control and direct the

         investigation, defense and settlement of each such Stx Claim and

         Siemens agrees, at Stereotaxis's request and expense, to reasonably

         cooperate with Stereotaxis in connection with the foregoing and in

         Stereotaxis's efforts to mitigate any potential damages, costs and

         expenses incurred by Stereotaxis under this provision.

7.5      Siemens shall give Stereotaxis prompt written notice of any alleged or

         threatened Stx Claims. Siemens shall not consent to any judgment or

         decree or compromise of any Stx Claim without first obtaining

         Stereotaxis's written consent. Stereotaxis shall give prompt, written

         notice to Siemens of any actual or threatened Stx Claim against

         Stereotaxis which Stereotaxis, in its reasonable discretion, deems to

         be of importance to Siemens.

7.6      Stereotaxis shall not be liable with respect to any Stx Claim to the

         extent arising out of or relating to either:

         (i)      the modification of the Product by any person or entity other

                  than Stereotaxis or not in accordance with Stereotaxis's

                  instructions; or

         (ii)     use or modification in the Product of any design or

                  technique, furnished or requested by Siemens.

7.7      THE FOREGOING SECTIONS STATE THE ENTIRE LIABILITY OF EACH PARTY AND

         THE EXCLUSIVE PERFORMANCE REMEDY OF THE OTHER PARTY WITH RESPECT TO

         INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, EITHER STATUTORY OR

         EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY PATENT RIGHTS,

         COPYRIGHTS, UTILITY MODELS, DESIGN PATENTS, MASK WORK RIGHTS, MORAL

         RIGHTS, TRADE SECRETS, TRADEMARKS, TRADE NAMES, SERVICE MARKS,

         KNOW-HOW AND ANY OTHER SIMILAR RIGHTS OR INTANGIBLE ASSETS RECOGNIZED

         UNDER ANY LAWS OR INTERNATIONAL CONVENTIONS, AND IN ANY COUNTRY OR

         JURISDICTION IN THE WORLD AS INTELLECTUAL CREATIONS TO WHICH RIGHTS OF

         OWNERSHIP ACCRUE, AND ALL REGISTRATIONS, APPLICATIONS, DISCLOSURES,

         RENEWALS, EXTENSIONS, CONTINUATIONS OR REISSUES OF THE FOREGOING NOW

         OR HEREAFTER IN FORCE. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,

         ALL WARRANTIES AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AS

         MENTIONED BEFORE ARE HERBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED

         BY LAW.

7.8      Article 12 (Limitation of Liability) is applicable to Siemens' and

         Stereotaxis's liability under this Article 7. This Article 7 shall

         survive any termination or expiration of this Agreement.

ARTICLE 8 - PRICE, PAYMENT

8.1      As compensation for the license rights granted to Stereotaxis under

         this Agreement,

         Stereotaxis agrees to pay to Siemens for each copy of the Licensed

         Software that has been licensed by Stereotaxis to and accepted by an

         End-user the license fees as stated in ANNEX 4 under terms and

         conditions detailed therein. There will be no license fee due during a

         trial period for an End-user, which shall not exceed six (6) months.

8.2      Siemens may issue invoices for fees and other amounts due hereunder

         quarterly for Licensed Software, as described in Section 8.1 above, and

         maintenance services. Such invoices shall regularly follow the receipt

         of the list of End-users provided by Stereotaxis in accordance with

         Section 4.1 above. Stereotaxis shall pay to Siemens all undisputed

         amounts set forth on each such invoice within thirty (30) days of

         Stereotaxis's receipt of such invoice.

8.3      Any payments to be made by Stereotaxis to Siemens under or in

         connection with this Agreement, shall be made by Stereotaxis to the

         following bank account of Siemens (until the next payment due after

         written notice of change is given by Siemens):

                                     [***]

8.4      If Stereotaxis fails to make any payment (other than payments

         reasonably disputed by Stereotaxis) in the manner described in this

         Article 8, i.e., within thirty (30) days of Stereotaxis's receipt of

         the corresponding invoice, then Siemens shall notify Stereotaxis in

         writing of the nature of such failure. If Stereotaxis fails to make

         such payment within thirty (30) days of Stereotaxis's receipt of such

         notice from Siemens that a payment has not been made within thirty (30)

         days of Stereotaxis's receipt of the corresponding invoice, then an

         interest at a rate of five percent (5%) per year above the 3 Month US $

         LIBOR rate shall be paid by Stereotaxis on such payment.

ARTICLE 9 - AUDITING RIGHTS

[*** 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.]

                                                          CONFIDENTIAL TREATMENT

                                                     REQUESTED BY STEREOTAXIS, I

9.1      Stereotaxis shall keep records of all sublicenses granted to

         End-users. Siemens shall have the right to appoint an independent,

         certified public accounting firm, provided that such firm regularly

         performs audit work for Fortune 500 companies but is not the

         predominant accounting firm of Siemens, to audit such Stereotaxis

         records, as well as such other documents as may be reasonably required,

         solely for the purpose of verifying Stereotaxis's compliance with its

         Licensed Software-related payment obligations hereunder. Such audit

         shall be conducted upon at least five (5) business days notice, during

         Stereotaxis's normal working hours, at the Stereotaxis location where

         such records are maintained and in a manner that will not be unduly

         disruptive to Stereotaxis's operations. The auditor shall prepare a

         report either verifying such compliance or summarizing the total of any

         deviations therefrom, which report shall be furnished to each Party but

         shall be deemed to be the Confidential Information (as defined in

         Article 11 below) of Stereotaxis. Such audit shall be conducted no more

         often than once every twelve (12) months and shall be conducted at

         Siemens' expense, except in those cases where the auditor detects

         deviations that are greater than ten percent (10%) from Stereotaxis's

         payment obligations hereunder to the disadvantage of Siemens, in which

         latter case the cost of the audit shall be borne by Stereotaxis.

9.2      Any and all reports or records or notes other than the report

         mentioned in Section 9.1 above taken by the auditor shall not be

         disclosed to Siemens and shall be maintained by the auditor in

         confidence as Confidential Information of Stereotaxis, pursuant to a

         written agreement with Stereotaxis that is no less protective of

         Confidential information than the corresponding terms of this

         Agreement.

ARTICLE 10 - MAINTENANCE

10.1     Siemens shall provide software maintenance services as detailed in

         Annex 5. The maintenance services for the Licensed Software are subject

         to the maintenance fees set out in Annex 5, except as specified

         otherwise in Article 6 above.

10.2     Stereotaxis will communicate to Siemens suspected errors in the

         Licensed Software along with information reasonably requested by

         Siemens in order to reproduce the errors on the Reference Environment.

         Siemens agrees to respond and correct such

         errors without undue delay.

10.3     The Parties will promptly notify each other of any suspected bugs or

         errors in the Licensed Software.

10.4     Notwithstanding any other provision of this Agreement, Siemens shall

         have no obligation to provide maintenance services:

         -    With respect to any non-Siemens computer programs, technology or

              hardware not provided by Siemens; or

         -    With respect to any Licensed Software that is not current within

              two (2) prior Updates of the most recent Updates.

10.5     Siemens represents and warrants that the maintenance services shall be

         provided in accordance with this Agreement and with reasonable care and

         skill.

ARTICLE 11 - CONFIDENTIALITY

11.1     Each Party acknowledges and agrees that it will have access to

         information, including, but not limited to, intellectual property,

         trade secrets, business, commercial or technical information, ideas,

         expressions and the terms of this Agreement, which are represented to

         be proprietary to the other Party, irrespective of the medium in which

         such information or data is embedded which shall - when disclosed in

         tangible form - be marked "Confidential" or with a similar legend by

         the disclosing Party or which shall - when disclosed orally or visually

         - be identified as such prior to disclosure and summarized in writing

         by the disclosing Party and said summary (which shall be marked

         "Confidential" or with a similar legend) is given to the receiving

         Party within thirty (30) days after such disclosure (hereinafter

         referred to as "Confidential Information"). In case of disagreement,

         the receiving Party must present its objections to the summary in

         writing within thirty (30) days of receipt. Confidential Information

         shall include any copies or abstracts made thereof as well as any

         apparatus, modules, samples, prototypes or parts thereof.

                                                      CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

11.2     The terms and conditions of this Agreement shall be deemed to be

         Confidential Information of both Parties.

11.3     All Confidential Information exchanged between the Parties:

11.3.1   shall be used by the receiving Party exclusively for the purposes of

         this Agreement, unless otherwise expressly agreed to in writing by the

         disclosing Party;

11.3.2   shall during the term of the Agreement and for a period of 5 years

         after its termination or expiration not be distributed or disclosed in

         any way or form by the receiving Party to anyone except its employees

         or those of an Affiliate, consulting firm, counsel or other

         professional advisors who reasonably need to know such Confidential

         Information for the purposes of this Agreement and who are bound to

         confidentiality either by their employment agreement or otherwise that

         is substantially similar to the confidentiality obligations under this

         Agreement. Prior to any disclosure to its Affiliates or to its

         consulting firms, the receiving Party must have an appropriate

         agreement with any such Affiliate or any such consulting firm

         sufficient to require the Affiliate or the consulting firm to treat

         Confidential Information in accordance with this Agreement. Any

         unauthorized disclosure of the disclosing Party's Confidential

         Information by the receiving Party, its Affiliates or Affiliates'

         employees or by its consultants shall constitute a breach of this

         Agreement by the receiving Party;

11.3.3   shall be treated by the receiving Party with the same degree of care as

         is used with respect to the receiving Party's own equally important

         confidential information of a similar nature to avoid disclosure to any

         third party, but at least with reasonable care; and

11.3.4   shall remain the property of the disclosing Party.

11.4     The obligations of Section 11.3 above shall, however, not apply to any

         Confidential Information which:

11.4.1   was lawfully in the receiving Party's possession without

         confidentiality obligation prior to receipt from the disclosing Party;

11.4.2   is at this time of disclosure already in the public domain or becomes

         available to the public through no breach by the receiving Party;

11.4.3   is lawfully obtained by the receiving Party from a third party without

         an obligation of confidentiality, provided such third party is not, to

         the receiving Party's knowledge, in breach of any confidentiality

         obligation relating to such information;

11.4.4   is developed by the receiving Party or its Affiliates independently

         from and without reference to such Confidential Information;

11.4.5   was approved for release by written agreement with the disclosing

         Party.

11.5     The receiving Party will derive no rights of any kind, in particular no

         rights of prior use, from the fact that they as a result of the

         Confidential Information may possibly obtain knowledge of patentable

         inventions for which the disclosing Party may possibly apply for

         intellectual property rights.

11.6     Upon any termination or expiration of this Agreement, unless otherwise

         instructed in writing by the disclosing Party, the receiving Party

         shall cease using any Confidential Information of the disclosing Party

         including such Confidential Information on record-bearing media, as

         well as any copies thereof. Upon request of the disclosing Party, made

         in writing to the receiving Party within ninety (90) days after

         termination of this Agreement the receiving Party shall as per the

         notice either return such Confidential Information to the disclosing

         Party or destroy it. This shall not apply to routinely made back-up

         copies of electronically-exchanged data. In case of a destruction, the

         receiving Party shall confirm in writing such destruction to the

         disclosing Party within fourteen (14) days after receipt of the

         respective request.

11.7     The receiving Party shall not be considered to have breached its

         obligations under this Article for disclosing Confidential Information

         of the other Party if such disclosure is required by law or regulation,

         government authority, duly authorized subpoena or court order or

         regulatory request. Promptly upon receiving notice of any such

         requirement or request and to the extent that it may legally do so,

         such Party shall take reasonable commercial efforts to advise the other

         Party of the required disclosure prior to making such disclosure in

         order to afford the other Party a reasonable opportunity to take such

         action as it deems appropriate to protect such Confidential

         Information.

Article 12 - Limitation of Liability

12.1     Each Party will without limit be liable for personal injury for which

         such Party can be held responsible. Each Party will be liable for

         damages to the other Party's property for which such Party can be held

         responsible up to a maximum amount of [***] Euro [***] per damage

         event.

12.2     SUBJECT TO THE EXCLUSION OF EACH PARTY'S INDEMNIFICATION OBLIGATIONS

         HEREUNDER, NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT,

         WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER

         LEGAL OR EQUITABLE THEORY FOR DAMAGE TO OR LOSS OF OTHER PROPERTY OR

         EQUIPMENT, BUSINESS INTERRUPTION OR LOST REVENUE, LOSS OF PROFITS OR

         SALES, COST OF CAPITAL, FOR ANY LOSS OF USE, FOR ANY LOSS OR CORRUPTION

         OF DATA OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR

         CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS, COSTS OR EXPENSES OF A

         SIMILAR TYPE, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN

         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3     THE LIABILITY OF EACH PARTY FOR ANY ACT OR OMISSION, OR WITH RESPECT TO

         LICENSED SOFTWARE FURNISHED AS WELL AS SERVICES RENDERED UNDER THIS

         AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR

         STRICT LIABILITY), INDEMNITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY,

         WILL IN NO EVENT EXCEED [***] EURO [***] FOR ALL LIABILITY IN THE

         AGGREGATE.

12.4     The rights and remedies explicitly contained in this Agreement are

         exclusive, not cumulative and the Parties accept these remedies in

         lieu of all rights and remedies available at law or otherwise, in

         contract (including warranty) or in tort (including negligence), for

         any and all claims of any nature arising under this Agreement or any

         performance or breach arising out of this Agreement.

12.5     This Article 12 shall survive any 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.]

ARTICLE 13 - FORCE MAJEURE

         Neither Party shall be liable to the other for failure or delay in the

         performance of any of its obligations under this Agreement for the time

         and to the extent such failure or delay is caused by events or

         circumstances beyond the Party's reasonable control such as, but not

         limited to, riots, civil commotions, wars, strikes, lock-outs,

         hostilities between nations, governmental laws, orders or regulations,

         actions by the government or any agency thereof, storms, fires,

         sabotages, explosions or any other contingencies beyond the reasonable

         control of the respective Party and of its sub-contractors (hereinafter

         referred to as "Force Majeure"). In such events, the affected Party

         shall immediately inform the other Party of such circumstances together

         with documents of proof and the performance of obligations hereunder

         shall be suspended during, but not longer than, the period of existence

         of such cause and the period reasonably required to perform the

         obligations in such cases. Unavailability of funds shall not be deemed

         Force Majeure. Notwithstanding the foregoing, the non-affected Party

         may, in its sole discretion, terminate this Agreement if the period of

         delay exceeds six (6) months.

ARTICLE 14 - ARBITRATION

14.1     Any differences or disputes arising from this Agreement or from

         agreements regarding its performance shall be settled by an amicable

         effort on the part of both parties to the Agreement. An attempt to

         arrive at a settlement shall be deemed to have failed as soon as one of

         the parties to the Agreement so notifies the other party in writing.

14.2     If an attempt at settlement has failed, the disputes shall be finally

         settled under the Rules of Conciliation and Arbitration of the

         International Chamber of Commerce in Paris (Rules) by three arbitrators

         appointed in accordance with the Rules.

14.3     The place of arbitration shall be Berne, Switzerland. The procedural

         law of this place shall apply where the Rules are silent.

14.4     The arbitral award shall be substantiated in writing. The arbitral

         tribunal shall decide on the matter of costs of the arbitration.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

ARTICLE 15 -- SUBSTANTIVE LAW

         All disputes shall be settled in accordance with the provisions of this

         Agreement and all other agreements regarding its performance, otherwise

         in accordance with the substantive law in force in the Canton of Berne,

         Switzerland, without reference to other laws.

ARTICLE 16 -- TERM OF THE AGREEMENT

         16.1  This Agreement shall commence on the Effective Date and remain in

               effect for a period of six (6) years thereafter, unless

               terminated earlier by either Party as hereinafter provided, and

               shall automatically be renewed for consecutive one (1) year

               periods unless either Party provides written notice to the other

               Party of an intention not to renew at least ninety (90) days

               prior to the end of the original six (6) year period or any

               subsequent one (1) year renewal periods (the original period

               along with any extension periods, the "Term").

         16.2  The rights to use paid-up copies of the Licensed Software will

               not be affected by the expiration hereof pursuant to Section 16.1

               of this Agreement.

ARTICLE 17 -- TERMINATION

         17.1  This Agreement may by written notice be forthwith terminated by a

               Party having such right as herein provided -- and save of any

               other rights such Party may have -- upon the occurrence of either

               one or more of the following events stated below:

               --  by either Party in the event that the other Party has failed

                   in the performance of any material obligation under this

                   Agreement by giving not less than forty-five (45) days

                   written notice specifying any such breach (hereinafter

                   referred to as "Notice") unless within the period of such

                   Notice all breaches specified shall have been remedied or a

                   plan for remedying such breaches has been proposed by the

                   other Party and has been accepted by the first Party

                   mentioned during such forty-five (45) day period, with the

                   understanding that Notice shall not be required for

               any failure in the performance of any material obligation under

               this Agreement which cannot be remedied or which relates to

               Siemens' warranty or support obligations under this Agreement; or

          -    by either Party in the event that the other Party voluntarily

               files a petition in bankruptcy or has such a petition

               involuntarily filed against it (which petition is not discharged

               within sixty (60) days after filing), or is placed in an

               insolvency proceeding, or if an order is issued appointing a

               receiver or trustee or a levy or attachment is made against a

               substantial portion of its assets which order shall not be

               vacated, or set aside within sixty (60) days from date of

               issuance, or if any assignment for the benefit of its creditors

               is made, or

          -    by either Party if there is a change in control of the other

               Party which in the reasonable opinion of the terminating Party

               adversely affects such Party's position, rights or interests.

17.2     Upon termination or expiration of this Agreement, Stereotaxis shall

         promptly pay Siemens any undisputed amounts due to Siemens and cease

         any use of the Licensed Software, including copies thereof and Software

         Documentation in Stereotaxis's possession. Notwithstanding the

         foregoing, Stereotaxis may continue to provide Licensed Software

         support (including previously received Updates) to existing End-users

         for a period not to exceed six (6) months after such termination or

         expiration but may not sublicense the Licensed Software to any new

         End-users and Siemens is not obligated to provide any continuing

         support. All obligations of either Party accrued prior to termination,

         and those obligations relating to confidentiality, protection of the

         Software and the Software Documentation and restriction to use shall

         survive termination. Any sublicenses granted to End-users prior to the

         termination or expiration of this Agreement shall not be affected by

         such termination or expiration.

ARTICLE 18 - EXPORT REGULATIONS

         Stereotaxis shall comply with all export laws applicable to the

         Licensed Software and/or the Software Documentation in effect from time

         to time. Without limiting the generality of the foregoing, Stereotaxis

         expressly warrants that it will not directly or indirectly

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

         export, re-export, or tranship the Licensed Software or the Software

         Documentation in violation of any export laws, rules or regulations of

         Germany or the United States.

         Stereotaxis when sublicensing the Licensed Software to End-users shall

         also oblige such End-users to adhere to the aforementioned export

         provision.

         The Licensed Software has no bit encryption.

ARTICLE 19 - MISCELLANEOUS

19.1     Each Party shall name to the other authorized representatives forthwith

         after signing of the Agreement who shall bring about any and all

         decisions in connection with the performance of this Agreement.

19.2     This Agreement shall not be modified or amended except by a written

         agreement dated subsequently to the date of this Agreement and signed

         on behalf of Siemens and Stereotaxis by their respective duly

         authorized representatives as an amendment hereto. This requirement of

         written form can only be waived in writing.

19.3     All Annexes shall be considered as an integral part of this Agreement.

19.4     If Stereotaxis licenses Licensed Software, including Software

         Documentation, to the US Government, the following provisions apply: if

         Licensed Software is supplied to the Department of Defense ("DOD"),

         Licensed Software is subject to "Restricted Rights" including a legend

         to be affixed to the Licensed Software, as that term is defined in the

         DOD Supplement to the Federal Acquisition Regulations ("DFAR") in

         paragraph 252.227-7013(c)(1); if Licensed Software is supplied to any

         unit or agency of the US Government other than DOD, the US Government's

         rights in the Licensed Software will be as defined in paragraph

         52.227-19(c)(2) of the Federal Acquisition Regulations ("FAR"). Any

         failure by Siemens to affix a Restricted Rights legend on Licensed

         Software shall not be deemed to constitute a waiver of any obligation

         of Stereotaxis imposed by this Agreement.

         Under no circumstances shall Siemens be obligated to comply with any

         requirements imposed by the US Government regarding submission of, or

         the request for exemption

         from, submission of cost or pricing data or cost accounting

         requirements for any distribution or license of Licensed Software that

         would require compliance by Siemens with US Governmental requirements

         relating to cost or pricing data or cost accounting requirements.

19.5     Nothing contained in this Agreement shall be construed as creating a

         joint venture, partnership or employment relationship. Except as

         specified herein, neither Party shall have the right, power or implied

         authority to create any obligation or duty, express or implied, on

         behalf of the other Party hereto.

19.6     Press releases or other information on the conclusion or content of

         this Agreement shall only be made available to third parties, in

         particular press agencies, with the prior written consent of the other

         Party hereto, provided, however, Stereotaxis may disclose this

         Agreement to third parties that have a sincere interest in acquiring

         Stereotaxis or any share of the company exceeding 5% under an

         obligation of confidentiality not less stringent than the provisions

         provided for in Article 11 for purposes of legal or financial due

         diligence after informing Siemens in detail of such event. Neither

         Party will use any of the other Party or its Affiliates' trademarks,

         trade names or representations of the other Party or its Affiliates'

         products or services, or refer directly or indirectly to the other

         Party or its Affiliates', or the products or services of either in

         order to make known and/or publicize its relationship with the other

         Party or its Affiliates' without, in any case, obtaining the prior

         written permission of the other Party and its parent companies, if any.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

19.7     Notices and communications between Stereotaxis and Siemens shall be

         given in writing or by e-mail or facsimile in English language to the

         following addresses of the Parties or to such other address as the

         party concerned may subsequently notify in writing to the other Party:

         If to Stereotaxis:

         Stereotaxis, Inc.

         4041 Forest Park Avenue

         St. Louis, MO 63108

         Attention: Chief Executive Officer and Sr. Vice President of Research

                    & Development

         Tel. 314-615-6940

         Fax 314-615-6922

         and, if to Siemens:

         Siemens Aktiengesellschaft

         Attn.: Dr. Reinmar Killmann

         SiemensstraBe 1

         91301 Forchheim

         Germany

         Tel. +49 (9191) 18 8979

         Fax +49 (9191) 18 8951

         E-Mail reinmar.killmann@siemens.com

19.8     A waiver of any default by either Party of any of the terms and

         conditions of this Agreement shall not be deemed to be a continuing

         waiver or a waiver of any other provisions of this Agreement, but shall

         apply solely to the instances to which such waiver is granted.

19.9     Should individual provisions of this Agreement be illegal or

         unenforceable for legal reasons then, unless the basic intentions of

         the Parties under this Agreement are materially altered, the validity

         of the remaining provisions of this Agreement shall not be

         affected thereby. In such a case the Parties shall come to an agreement

         approximating as closely as possible the arrangement originally

         envisaged in this Agreement.

19.10    The titles to the Articles of this Agreement are for convenience or

         reference only and are not part of this Agreement and shall not in any

         way affect the interpretation thereof.

19.11    This Agreement constitutes the entire agreement between the Parties

         hereto with respect to the subject matter hereof and supersedes all

         previous communications, representations, understanding and agreements,

         either oral or written, between the Parties with respect to such

         subject matter hereof. Notwithstanding the foregoing, this Agreement

         shall not alter or amend the rights or obligations of either party as

         set forth in and provided under the Extended Collaboration Agreement.

19.12    Neither the rights nor the obligations of this Agreement may be

         assigned or transferred in any manner, except with the prior written

         consent of the other Party or except as part of a transfer of all or of

         a substantial part of the activities to which the subject matter of

         this Agreement pertains whether by sale, merger or consolidation,

         provided, however, that either Party may assign any and all of its

         rights and obligations without the prior written consent of the other

         Party to an Affiliate. In case of such a transfer the respective Party

         shall ensure that the transferee, assignee or successor will comply

         with the terms of this Agreement.

19.13    Siemens agrees to discuss with Stereotaxis any plans that Siemens may

         now or in the future have to create upgrades that are not specified in

         Annex 1 of the Licensed Software and to offer Stereotaxis the ability

         to negotiate the functionality of any such upgrades on reasonable terms

         and conditions to be agreed upon by the Parties.

19.14    By the signature of each of the representatives of the Parties placed

         on this Agreement, each such signatory represents and warrants that he

         or she is authorized to sign this Agreement on behalf of the Party for

         whom he or she is acting.

                                                          CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed

by their respective duly authorized representatives.

Date:                                     Date: 3-March-2004

Stereotaxis Inc.                          Siemens Aktiengesellschaft

/s/ Michael P. Kaminski                   /s/ Dr. Reinmar Killmann

-------------------------                 ----------------------------------

Name:  Michael P. Kaminski                Name:  Dr. Reinmar Killmann

Title: COO                                Med AX PLM-I FC

                                          /s/ Dr. Ralf Thomas

                                          ----------------------------------

                                          Name:  Dr. Ralf Thomas

                                          Med KL AX

ANNEX 1: "LICENSED SOFTWARE"

1. FUNCTIONALITY

The requirements of the Licensed Software are described in the following

document:

Requirement Specification "3D Pre-Operative Image Navigation", V1.0, by Walter

Blume and Jan Boese, released 22.05.2003, signed by Siemens AX, Stereotaxis and

Siemens SCR.

2.DELIVERY

 The Licensed Software will be delivered via CD-ROM. The delivery will include:

     -    binaries (e.g. executables, libraries, OCXs, lib-files, dll-files)

     -    include files

     -    documentation (see Annex 2)

     -    software containing application examples for using the interfaces of

          delivered components

3.SOFTWARE ENVIRONMENT

 The Licensed Software will run under Windows 2000. The Licensed Software is

 intended to run as a component (library) of the software of the Product.

                                                      CONFIDENTIAL TREATMENT

                                                  REQUESTED BY STEREOTAXIS, INC.

ANNEX 2: "SOFTWARE DOCUMENTATION"

Software Documentation will be delivered as follows:

- Detailed description of the programming interface

  This description will be delivered in form of header files containing

  description of functions and variables.

ANNEX 3: HARDWARE

The Licensed Software will run as part of the Product on the Product hardware

platform, which is as follows:

PC with the following properties (minimal configuration):

-        CPU                 Intel P4 2GHz

-        Memory              1 Gb Kingston DDR RAM (2x512)

-        CD.RW               IDE 12*10*32 (At least)

-        Graphics Card       OpenGI support of 3d texture rendering required

                                                      Confidential Treatment

                                              Requested by Stereotaxis, Inc.

ANNEX 4: LICENSE FEES

Fee for one license: [***]

Invoices will be issued in Euro.

[*** 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.]

ANNEX 5: MAINTENANCE SERVICES AND MAINTENANCE FEES

1. MAINTENANCE SERVICES

Maintenance service covers:

     -    Error correction

     -    Migration to higher versions of Windows compatible operating systems

     -    Migration to higher versions of the DICOM standard in order to

          read/import the actual version of single, static, uncompressed cardiac

          3D DICOM images (CT, MR)

     -    Vendor-required hardware changes

2. MAINTENANCE FEES

Maintenance service is free for 12 months after sublicensing, as per Article 6

above.

     -    Maintenance fee for one license is [***] E per year.

     -    The above maintenance fees are mandatory for the first three years

          after the one-year period of cost-free maintenance as described in

          article 6.2.

     -    Stereotaxis has the option to extend this pricing after the first

          mandatory 3 years on yearly basis on unchanged conditions (concerning

          maintenance service and maintenance fees) through no less than the end

          of the original six (6) year period of the Term.

3. HOURLY SERVICE

     -    If maintenance service is required due to an event at an End-user site

          at which no service and maintenance contract is in effect between

          Stereotaxis and Siemens (i.e. if the maintenance contract is not

          prolonged after the 3 years of mandatory maintenance), Siemens will

          provide this service to Stereotaxis at an hourly rate of [***] E. This

          service will be provided by Siemens through any of its Affiliates

          deemed to be appropriate by Siemens. This price shall be fixed until

          the end of the original six (6) year period of the Term and subject to

          renegotiation thereafter.

Invoices will be issued in Euro

[*** 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.]