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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2010.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number:
000-50884





STEREOTAXIS, INC.

(Exact name of registrant as specified in its charter)







|                                                      |  |                                     
|----------------------------------------------------- |  | ------------------------------------
|Delaware                                              |  | 94-3120386                          
|(State of Incorporation)                              |  | (I.R.S. employer identification no.)
|                                                      | 
|4320 Forest Park Avenue Suite 100 St. Louis, Missouri |  | 63108                               
|(Address of principal executive offices)              |  | (Zip Code)                          

Registrants telephone number, including area code: (314) 678-6100





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Registration S-T (§232.405 of this chapter ) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).     ̈  Yes     ̈  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈            Accelerated filer  x            Non-accelerated
filer   ̈            Smaller reporting company   ̈

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ̈  Yes    x  No

The number of outstanding shares of the registrants common stock on November 1, 2010 was 50,419,239.









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STEREOTAXIS, INC.

INDEX TO FORM 10-Q



|                             |  |               |  |                                                                                       |    |      |       | 
|---------------------------- |  | ------------- |  | ------------------------------------------------------------------------------------- | -- | ---- | ----- | 
|                             |  |               |  |                                                                                       |    | Page |      
|Part I Financial Information |  |               |  |                                                                                      
|                             |  |               | 
|                             |  | Item 1.       |  | Financial Statements (unaudited)                                                      |    |      |       | 
|                             |  |               |  | Balance Sheets                                                                        |    |      | 3     | 
|                             |  |               |  | Statements of Operations                                                              |    |      | 4     | 
|                             |  |               |  | Statements of Cash Flows                                                              |    |      | 5     | 
|                             |  |               |  | Notes to Financial Statements                                                         |    |      | 6-12  | 
|                             |  |               | 
|                             |  | Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |    |      | 13-17 | 
|                             |  |               | 
|                             |  | Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                            |    |      | 18    | 
|                             |  |               | 
|                             |  | Item 4.       |  | Controls and Procedures                                                               |    |      | 19    | 
|                             | 
|Part II Other Information    |  |               |  |                                                                                      
|                             |  |               | 
|                             |  | Item 1.       |  | Legal Proceedings                                                                     |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 1A.      |  | Risk Factors                                                                          |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 3.       |  | Defaults upon Senior Securities                                                       |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 4.       |  | [Reserved]                                                                            |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 5.       |  | Other Information                                                                     |    |      | 20    | 
|                             |  |               | 
|                             |  | Item 6.       |  | Exhibits                                                                              |    |      | 20    | 
|                             |  |              
|                             |  | Signatures    |  |                                                                                       | 21 |     
|                             |  |              
|                             |  | Exhibit Index |  |                                                                                       | 22 |     



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ITEM 1. FINANCIAL STATEMENTS

STEREOTAXIS, INC.

BALANCE SHEETS



|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                       |  | September 30,2010 |              |   | December 31,2009 |  
|                                                                                                                                                       |  | (unaudited)       |              |   |                  |  
|Assets                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Current assets:                                                                                                                                        |  |                   |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                              |  | $                 | 21,792,728   |   |                  | $ | 30,546,550   |  
|Accounts receivable, net of allowance of $311,680 and $322,463 in 2010 and 2009, respectively                                                          |  |                   | 10,909,844   |   |                  |   | 11,152,648   |  
|Current portion of long-term receivables                                                                                                               |  |                   | 63,800       |   |                  |   | 66,800       |  
|Inventories                                                                                                                                            |  |                   | 5,258,338    |   |                  |   | 4,403,675    |  
|Prepaid expenses and other current assets                                                                                                              |  |                   | 2,585,139    |   |                  |   | 3,872,535    |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Total current assets                                                                                                                                   |  |                   | 40,609,849   |   |                  |   | 50,042,208   |  
|Property and equipment, net                                                                                                                            |  |                   | 4,108,137    |   |                  |   | 4,790,310    |  
|Intangible assets, net                                                                                                                                 |  |                   | 2,653,945    |   |                  |   | 1,144,445    |  
|Long-term receivables                                                                                                                                  |  |                   | 136,845      |   |                  |   | 138,441      |  
|Other assets                                                                                                                                           |  |                   | 5,113        |   |                  |   | 5,112        |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Total assets                                                                                                                                           |  | $                 | 47,513,889   |   |                  | $ | 56,120,516   |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|                                                                                                                                                       |  |                  
|Liabilities and stockholders equity                                                                                                                   |  |                   |              |   |                  |   |              |  
|Current liabilities:                                                                                                                                   |  |                   |              |   |                  |   |              |  
|Short-term debt and current maturities of long-term debt                                                                                               |  | $                 | 20,969,199   |   |                  | $ | 3,333,333    |  
|Accounts payable                                                                                                                                       |  |                   | 6,754,672    |   |                  |   | 3,881,205    |  
|Accrued liabilities                                                                                                                                    |  |                   | 7,840,984    |   |                  |   | 8,615,287    |  
|Deferred revenue                                                                                                                                       |  |                   | 7,172,396    |   |                  |   | 7,191,492    |  
|Warrants                                                                                                                                               |  |                   | 4,092,784    |   |                  |   | 4,142,614    |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Total current liabilities                                                                                                                              |  |                   | 46,830,035   |   |                  |   | 27,163,931   |  
|                                                                                                                                                       |  |                  
|Long-term debt, less current maturities                                                                                                                |  |                   | 5,555,754    |   |                  |   | 20,346,655   |  
|Long-term deferred revenue                                                                                                                             |  |                   | 436,094      |   |                  |   | 948,574      |  
|Other liabilities                                                                                                                                      |  |                   | 11,462       |   |                  |   | 20,013       |  
|                                                                                                                                                       |  |                  
|Stockholders equity:                                                                                                                                  |  |                   |              |   |                  |   |              |  
|Preferred stock, par value $0.001; 10,000,000 shares authorized at 2010 and 2009, none outstanding at 2010 and
2009                                    |  |                   | -            |   |                  |   | -            |  
|                                                                                                                                                       |  |                  
|Common stock, par value $0.001; 100,000,000 shares authorized at 2010 and 2009, 50,403,055 and 50,208,171 shares issued at 2010
and 2009, respectively |  |                   | 50,403       |   |                  |   | 50,208       |  
|Additional paid in capital                                                                                                                             |  |                   | 335,721,565  |   |                  |   | 331,249,918  |  
|Treasury stock, 40,151 shares at 2010 and 2009                                                                                                         |  |                   | (205,999     | ) |                  |   | (205,999     | )
|Accumulated deficit                                                                                                                                    |  |                   | (340,885,425 | ) |                  |   | (323,452,784 | )
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Total stockholders equity (deficit)                                                                                                                   |  |                   | (5,319,456   | ) |                  |   | 7,641,343    |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                             |  | $                 | 47,513,889   |   |                  | $ | 56,120,516   |  
|                                                                                                                                                       |  |                   |              |   |                  |   |              |  

See accompanying notes.



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STEREOTAXIS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|-------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                     |  | Three Months EndedSeptember 30, |            |   | Nine Months EndedSeptember 30, |  
|                                                                     |  | 2010                            |            |   | 2009                           |   |            | 2010 |  |   | 2009        |  
|Revenue:                                                             |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Systems                                                              |  | $                               | 8,153,088  |   |                                | $ | 8,671,302  |      |  | $ | 22,826,700  |   |  | $ | 23,694,613  |  
|Disposables, service and accessories                                 |  |                                 | 5,719,166  |   |                                |   | 4,619,391  |      |  |   | 16,680,241  |   |  |   | 13,373,484  |  
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Total revenue                                                        |  |                                 | 13,872,254 |   |                                |   | 13,290,693 |      |  |   | 39,506,941  |   |  |   | 37,068,097  |  
|                                                                     |  |                                 |            |  
|Cost of revenue:                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Systems                                                              |  |                                 | 3,091,734  |   |                                |   | 3,474,492  |      |  |   | 9,482,225   |   |  |   | 9,250,005   |  
|Disposables, service and accessories                                 |  |                                 | 763,348    |   |                                |   | 811,089    |      |  |   | 2,219,680   |   |  |   | 3,162,142   |  
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Total cost of revenue                                                |  |                                 | 3,855,082  |   |                                |   | 4,285,581  |      |  |   | 11,701,905  |   |  |   | 12,412,147  |  
|                                                                     |  |                                 |            |  
|Gross margin                                                         |  |                                 | 10,017,172 |   |                                |   | 9,005,112  |      |  |   | 27,805,036  |   |  |   | 24,655,950  |  
|                                                                     |  |                                 |            |  
|Operating expenses:                                                  |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Research and development                                             |  |                                 | 2,868,426  |   |                                |   | 3,302,008  |      |  |   | 9,595,972   |   |  |   | 10,247,877  |  
|Sales and marketing                                                  |  |                                 | 7,269,005  |   |                                |   | 6,290,814  |      |  |   | 22,410,734  |   |  |   | 21,424,796  |  
|General and administrative                                           |  |                                 | 3,471,244  |   |                                |   | 3,654,207  |      |  |   | 11,337,637  |   |  |   | 11,006,981  |  
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Total operating expenses                                             |  |                                 | 13,608,675 |   |                                |   | 13,247,029 |      |  |   | 43,344,343  |   |  |   | 42,679,654  |  
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Operating loss                                                       |  |                                 | (3,591,503 | ) |                                |   | (4,241,917 | )    |  |   | (15,539,307 | ) |  |   | (18,023,704 | )
|                                                                     |  |                                 |            |  
|Other income (expense)                                               |  |                                 | (920,222   | ) |                                |   | (489,139   | )    |  |   | 49,830      |   |  |   | 66,507      |  
|Interest income                                                      |  |                                 | 3,004      |   |                                |   | 2,721      |      |  |   | 7,934       |   |  |   | 34,069      |  
|Interest expense                                                     |  |                                 | (635,176   | ) |                                |   | (1,085,408 | )    |  |   | (1,951,098  | ) |  |   | (2,860,479  | )
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Net loss                                                             |  | $                               | (5,143,897 | ) |                                | $ | (5,813,743 | )    |  | $ | (17,432,641 | ) |  | $ | (20,783,607 | )
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Net loss per common share:                                           |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Basic and diluted                                                    |  | $                               | (0.10      | ) |                                | $ | (0.14      | )    |  | $ | (0.35       | ) |  | $ | (0.50       | )
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|                                                                     |  |                                 |            |  
|Weighted average shares used in computing net loss per common share: |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  
|Basic and diluted                                                    |  |                                 | 50,137,857 |   |                                |   | 41,988,251 |      |  |   | 49,847,321  |   |  |   | 41,649,094  |  
|                                                                     |  |                                 |            |   |                                |   |            |      |  |   |             |   |  |   |             |  

See accompanying notes.



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STEREOTAXIS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                        |  |                                 |             |   |      |   |             |  
|----------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ---- | - | ----------- | -
|                                                                        |  | Nine Months Ended September 30, |            
|                                                                        |  | 2010                            |             |   | 2009 |  
|Cash flows from operating activities                                    |  |                                 |             |   |      |   |             |  
|Net loss                                                                |  | $                               | (17,432,641 | ) |      | $ | (20,783,607 | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                 |             |   |      |   |             |  
|Depreciation                                                            |  |                                 | 1,320,082   |   |      |   | 1,628,909   |  
|Amortization                                                            |  |                                 | 155,500     |   |      |   | 100,000     |  
|Amortization of warrants                                                |  |                                 | 906,525     |   |      |   | 1,174,882   |  
|Share-based compensation                                                |  |                                 | 1,361,352   |   |      |   | 3,658,620   |  
|Loss on asset disposal                                                  |  |                                 | 5,039       |   |      |   | 551,559     |  
|Impairment charge                                                       |  |                                 | -           |   |      |   | 338,821     |  
|Non-cash royalty income, net                                            |  |                                 | (2,490,119  | ) |      |   | (1,306,530  | )
|Warrant adjustment                                                      |  |                                 | (49,830     | ) |      |   | (66,507     | )
|Changes in operating assets and liabilities:                            |  |                                 |             |   |      |   |             |  
|Accounts receivable                                                     |  |                                 | 242,804     |   |      |   | (1,808,719  | )
|Other receivables                                                       |  |                                 | 4,596       |   |      |   | 12,418      |  
|Inventories                                                             |  |                                 | (891,938    | ) |      |   | 1,275,199   |  
|Prepaid expenses and other current assets                               |  |                                 | 797,438     |   |      |   | 749,058     |  
|Other assets                                                            |  |                                 | -           |   |      |   | 71,220      |  
|Accounts payable                                                        |  |                                 | 2,873,467   |   |      |   | (477,891    | )
|Accrued liabilities                                                     |  |                                 | (346,707    | ) |      |   | (1,519,652  | )
|Deferred revenue                                                        |  |                                 | (531,576    | ) |      |   | (2,991,563  | )
|Other liabilities                                                       |  |                                 | (8,552      | ) |      |   | (145,942    | )
|                                                                        |  |                                 |             |   |      |   |             |  
|Net cash used in operating activities                                   |  |                                 | (14,084,560 | ) |      |   | (19,539,725 | )
|                                                                        |  |                                
|Cash flows from investing activities                                    |  |                                 |             |   |      |   |             |  
|Purchase of equipment                                                   |  |                                 | (605,673    | ) |      |   | (1,372,906  | )
|                                                                        |  |                                 |             |   |      |   |             |  
|Net cash used in investing activities                                   |  |                                 | (605,673    | ) |      |   | (1,372,906  | )
|                                                                        |  |                                
|Cash flows from financing activities                                    |  |                                 |             |   |      |   |             |  
|Proceeds from revolving line of credit                                  |  |                                 | 42,469,200  |   |      |   | 3,000,000   |  
|Payments of revolving line of credit                                    |  |                                 | (35,833,334 | ) |      |   | (499,998    | )
|Payments of long-term debt                                              |  |                                 | (1,300,782  | ) |      |   | -           |  
|Proceeds from issuance of stock and warrants, net of issuance costs     |  |                                 | 601,327     |   |      |   | 69,631      |  
|                                                                        |  |                                 |             |   |      |   |             |  
|Net cash provided by financing activities                               |  |                                 | 5,936,411   |   |      |   | 2,569,633   |  
|                                                                        |  |                                 |             |   |      |   |             |  
|                                                                        |  |                                
|Net decrease in cash and cash equivalents                               |  |                                 | (8,753,822  | ) |      |   | (18,342,998 | )
|Cash and cash equivalents at beginning of period                        |  |                                 | 30,546,550  |   |      |   | 30,355,657  |  
|                                                                        |  |                                 |             |   |      |   |             |  
|Cash and cash equivalents at end of period                              |  | $                               | 21,792,728  |   |      | $ | 12,012,659  |  
|                                                                        |  |                                 |             |   |      |   |             |  

See accompanying notes.



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STEREOTAXIS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Notes to Financial Statements

1.
Basis of Presentation

The accompanying unaudited financial statements of Stereotaxis, Inc. (the Company) have
been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the disclosures required by U.S. generally accepted accounting
principles for complete financial statements. In the opinion of management, they include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. Operating
results for the three and nine month periods ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010 or for future operating periods.

These interim financial statements and the related notes should be read in conjunction with the annual financial statements and notes
included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (the SEC) on March 15, 2010.

2. Summary of Significant Accounting Policies

Revenue and Costs of Revenue

For arrangements with multiple
deliverables, the Company allocates the total revenue to each deliverable based on the provisions of general accounting principles for revenue recognition and multiple-deliverable revenue arrangements and recognizes revenue for each separate element
as the criteria for revenue recognition are met. Each element is assigned an estimated selling price using vendor-specific objective evidence, third party evidence, or managements estimate.

Under our revenue recognition policy, a portion of revenue for NIOBE® systems is recognized upon delivery, provided that title has passed, there are no uncertainties regarding
acceptance, persuasive evidence of an arrangement exists, the sales price is fixed and determinable, and collection of the related receivable is reasonably assured. Beginning in the quarter ended March 31, 2010, revenue for ODYSSEYTMVISION Standard HD systems was recognized upon delivery due to the fact that third parties became
qualified to perform installations. However, this change did not have a material impact on revenue recognition for the three months ended March 31, 2010. Beginning in the quarter ended June 30, 2010, revenue for ODYSSEY
VISION Quad systems was recognized upon delivery due to the fact that third parties became qualified to perform installations. This change resulted in additional revenue of $1.2 million and additional gross margin of $0.6 million
during the quarter ended June 30, 2010. Revenue is recognized for other types of ODYSSEY systems upon completion of installation, since there are no qualified third party installers. We may deliver systems to a non-hospital site
at the customers request. We evaluate whether delivery has occurred considering general accounting principles for revenue recognition with respect to bill and hold transactions. Amounts collected prior to satisfying the above
revenue recognition criteria are reflected as deferred revenue.

Revenue from services and license fees, whether sold
individually or as a separate unit of accounting in a multiple-deliverable arrangement, is deferred and amortized over the service or license fee period, which is typically one year. Revenue from services is derived primarily from the sale of annual
product maintenance plans. We recognize revenue from disposable device sales or accessories upon shipment and establish an appropriate reserve for returns. The return reserve, which is applicable only to disposable devices, is estimated based on
historical experience which is periodically reviewed and updated as necessary. In the past, changes in estimate have had only a de minimis effect on revenue recognized in the period. We believe that the estimate is not likely to change significantly
in the future.

Costs of systems revenue include direct product costs, installation labor and other costs, estimated warranty
costs, and initial training and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty costs and are recorded at the time of sale. Cost of revenue from
services and license fees are recorded when incurred.



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Net Loss per Common Share

Basic and diluted net loss per common share is computed by dividing the net loss for the period by the weighted
average number of common shares outstanding during the period. The largest adjustment between the shares outstanding at September 30, 2010 and the weighted average shares used for calculating basic earnings per share for the quarter ended
September 30, 2010 is the deduction of unvested restricted shares, which amounted to 320,388 at September 30, 2010. This amount is primarily comprised of 252,000 performance-based shares that are outstanding at September 30, 2010, but
for which the performance conditions are not expected to be met. In addition, the Company did not include any portion of unearned restricted shares, outstanding options, stock appreciation rights or warrants in the calculation of diluted loss per
common share because all such securities are anti-dilutive for all periods presented. The application of the two-class method of computing earnings per share under general accounting principles for participating securities is not applicable because
the Companys unearned restricted shares do not contractually participate in its losses.

As of September 30, 2010,
the Company had 5,229,656 shares of common stock issuable upon the exercise of outstanding options and stock appreciation rights at a weighted average exercise price of $6.19 per share and 9,623,711 shares of common stock issuable upon the exercise
of outstanding warrants at a weighted average exercise price of $4.26 per share. The Company had a weighted average of 310,900 and 496,356 unearned restricted shares for the three and nine months ended September 30, 2010.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and warrants. General accounting principles for fair value measurement
established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities
(Level 1) and the lowest priority to unobservable inputs (Level 3).

The Companys financial
assets consist of cash equivalents invested in money market funds in the amount of $1,178,971 and $27,239,083 at September 30, 2010 and December 31, 2009, respectively. These assets are classified as Level 1 as described above and total
interest income recorded for these investments was approximately $3,000 and $7,900 during the three and nine month periods ended September 30, 2010. There were no transfers in or out of Level 1 during the three and nine month periods ended
September 30, 2010.

The Companys financial liabilities consist of warrants valued at $4,092,784 at
September 30, 2010. These liabilities are classified as Level 3 as described above and are measured using the Black-Scholes valuation model. The mark-to-market adjustment recorded in other income (expense) for these warrants was $(920,222) and
$49,830 during the three and nine month periods ended September 30, 2010. There were no purchases, sales, issuances, transfers, or settlements of Level 3 financial instruments during the three and nine month periods ended September 30,
2010. These warrants were transferred into Level 3 on January 1, 2009 based on the adoption of general accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock. See Note 11 for
additional details.

Fair Value  Other Financial Instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for other financial instruments as
of September 30, 2010 and December 31, 2009.

Cash, accounts receivable, accounts payable and accrued expenses have
carrying values which approximate fair value due to the short maturity or the financial nature of these instruments.

Long and
short-term debt fair value estimates are based on estimated borrowing rates to discount the cash flows to their present value. See Note 9 for disclosure of the fair value of debt.

Share-Based Compensation

The Company accounts for its grants of
stock options, stock appreciation rights and restricted shares and for its employee stock purchase plan in accordance with the provisions of general accounting principles for share-based payments. These accounting principles require the
determination of the fair value of the share-based compensation at the grant date and the recognition of the related expense over the requisite service period.

The Company utilizes the Black-Scholes valuation model to determine the fair value of stock options and stock appreciation rights at the date of grant. The resulting compensation expense is recognized
over the requisite service period, which is generally four years. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated based on the Companys historical experience and future
expectations. Restricted shares granted to employees are valued at the fair market value at the date of grant. The Company records the amount to expense over the service period on a straight-line basis. If the shares are subject to performance
objectives, the resulting compensation expense is amortized over the anticipated vesting period and is subject to adjustment based on the actual achievement of objectives.



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Recently Issued Accounting
Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06 (ASU 2010-06),
which is an amendment to the Fair Value Measurements and Disclosures topic of the Accounting Standards Codification. This amendment requires disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales,
issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment is effective for
periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements, which will be effective for fiscal years beginning after December 15, 2010. See
Fair Value Measurements section of Note 2 for required disclosures.

3. Inventory

Inventory consists of the following:



|                         |  |                   |           |   |                  |   |           |  
|------------------------ |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                         |  | September 30,2010 |           |   | December 31,2009 |  
|Raw materials            |  | $                 | 2,204,037 |   |                  | $ | 1,785,908 |  
|Work in process          |  |                   | 283,225   |   |                  |   | 312,797   |  
|Finished goods           |  |                   | 3,356,628 |   |                  |   | 3,117,438 |  
|Reserve for obsolescence |  |                   | (585,552  | ) |                  |   | (812,468  | )
|                         |  |                   |           |   |                  |   |           |  
|Total inventory          |  | $                 | 5,258,338 |   |                  | $ | 4,403,675 |  
|                         |  |                   |           |   |                  |   |           |  

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:



|                                                |  |                   |           |  |                  |   |           | 
|----------------------------------------------- |  | ----------------- | --------- |  | ---------------- | - | --------- | 
|                                                |  | September 30,2010 |           |  | December 31,2009 |  
|Prepaid expenses                                |  | $                 | 320,932   |  |                  | $ | 733,966   | 
|Deferred cost of revenue                        |  |                   | 760,039   |  |                  |   | 960,145   | 
|Other assets                                    |  |                   | 1,504,168 |  |                  |   | 2,178,424 | 
|                                                |  |                   |           |  |                  |   |           | 
|Total prepaid expenses and other current assets |  | $                 | 2,585,139 |  |                  | $ | 3,872,535 | 
|                                                |  |                   |           |  |                  |   |           | 

Deferred cost of revenue represents the cost of systems for which title has transferred from the Company but
for which revenue has not been recognized.

5. Property and Equipment

Property and equipment consist of the following:



|                               |  |                   |            |   |                  |   |            |  
|------------------------------ |  | ----------------- | ---------- | - | ---------------- | - | ---------- | -
|                               |  | September 30,2010 |            |   | December 31,2009 |  
|Equipment                      |  | $                 | 9,044,047  |   |                  | $ | 8,541,355  |  
|Equipment held for lease       |  |                   | 547,415    |   |                  |   | 547,416    |  
|Leasehold improvements         |  |                   | 2,328,380  |   |                  |   | 2,317,753  |  
|                               |  |                   |            |   |                  |   |            |  
|                               |  |                   | 11,919,842 |   |                  |   | 11,406,524 |  
|Less: Accumulated depreciation |  |                   | (7,811,705 | ) |                  |   | (6,616,214 | )
|                               |  |                   |            |   |                  |   |            |  
|Net property and equipment     |  | $                 | 4,108,137  |   |                  | $ | 4,790,310  |  
|                               |  |                   |            |   |                  |   |            |  



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6. Intangible Assets

On June 4, 2010, the Company entered into an agreement to issue 450,000 shares of its common stock to a consultant
(the Purchaser) in exchange for intellectual property rights related to the Companys products. The Company issued 200,000 shares upon execution of the agreement and will issue an aggregate of 250,000 shares in annual installments
on the first three anniversaries of the agreement. The unissued shares meet the criteria for equity classification under Accounting Standards Codification 480 Distinguishing Liabilities from Equity and therefore are recorded in additional paid-in
capital. There was no cash consideration paid for the securities. The securities were issued in consideration of the assignment to the Company of the Purchasers rights in certain intellectual property, including patent applications, in all
inventions and discoveries in the Companys business field (as defined in the agreement) that had been developed under various other agreements, which were terminated. The securities were sold by the Company in a private placement exempt from
registration under Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. There were no underwriters or placement agents involved in the transaction.

7. Accrued Liabilities

Accrued liabilities consist of the following:



|                                          |  |                   |           |  |                  |   |           | 
|----------------------------------------- |  | ----------------- | --------- |  | ---------------- | - | --------- | 
|                                          |  | September 30,2010 |           |  | December 31,2009 |  
|Accrued salaries, bonus, and benefits     |  | $                 | 4,617,784 |  |                  | $ | 5,160,246 | 
|Accrued research and development          |  |                   | 48,384    |  |                  |   | 140,284   | 
|Accrued legal and other professional fees |  |                   | 273,511   |  |                  |   | 539,651   | 
|Other                                     |  |                   | 2,901,305 |  |                  |   | 2,775,106 | 
|                                          |  |                   |           |  |                  |   |           | 
|Total accrued liabilities                 |  | $                 | 7,840,984 |  |                  | $ | 8,615,287 | 
|                                          |  |                   |           |  |                  |   |           | 

8. Deferred Revenue

Deferred revenue consists of the following:



|                                  |  |                   |           |   |                  |   |           |  
|--------------------------------- |  | ----------------- | --------- | - | ---------------- | - | --------- | -
|                                  |  | September 30,2010 |           |   | December 31,2009 |  
|Product shipped, revenue deferred |  | $                 | 923,121   |   |                  | $ | 1,898,701 |  
|Customer deposits                 |  |                   | 917,026   |   |                  |   | 1,022,476 |  
|Deferred service and license fees |  |                   | 5,768,343 |   |                  |   | 5,218,889 |  
|                                  |  |                   |           |   |                  |   |           |  
|                                  |  |                   | 7,608,490 |   |                  |   | 8,140,066 |  
|Less: Long-term deferred revenue  |  |                   | (436,094  | ) |                  |   | (948,574  | )
|                                  |  |                   |           |   |                  |   |           |  
|Total current deferred revenue    |  | $                 | 7,172,396 |   |                  | $ | 7,191,492 |  
|                                  |  |                   |           |   |                  |   |           |  

9. Long-Term Debt and Credit Facilities

Debt outstanding consists of the following:



|                                           |  |                    |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|------------------------------------------ |  | ------------------ | ----------- | - | ------------------- | - | ----------- | -------------- |  | - | ------------------- | - |  | - | ---------- | -
|                                           |  | September 30, 2010 |             |   | December 31, 2009   |  
|                                           |  | CarryingAmount     |             |   | EstimatedFair Value |   |             | CarryingAmount |  |   | EstimatedFair Value |  
|Revolving credit agreement, due March 2011 |  | $                  | 16,969,199  |   |                     | $ | 17,144,335  |                |  | $ | 10,000,000          |   |  | $ | 10,261,547 |  
|June 2007 term note, matured June 2010     |  |                    | -           |   |                     |   | -           |                |  |   | 333,334             |   |  |   | 334,243    |  
|Biosense Webster Advance                   |  |                    | 9,555,754   |   |                     |   | 9,719,383   |                |  |   | 13,346,654          |   |  |   | 13,683,595 |  
|                                           |  |                    |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|Total debt                                 |  |                    | 26,524,953  |   |                     |   | 26,863,718  |                |  |   | 23,679,988          |   |  |   | 24,279,385 |  
|Less current maturities                    |  |                    | (20,969,199 | ) |                     |   | (21,212,830 | )              |  |   | (3,333,333          | ) |  |   | (3,359,455 | )
|                                           |  |                    |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  
|Total long term debt                       |  | $                  | 5,555,754   |   |                     | $ | 5,650,888   |                |  | $ | 20,346,655          |   |  | $ | 20,919,930 |  
|                                           |  |                    |             |   |                     |   |             |                |  |   |                     |   |  |   |            |  



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Revolving line of credit

In December 2009, the Company amended its agreement with its primary lender to extend the maturity of the current
working capital line of credit from March 31, 2010 to March 31, 2011 and to increase the total availability under the line from $25 million to $30 million, retaining the $10 million sublimit for borrowings supported by guarantees from
stockholders who are affiliates of two members of its board of directors (Lenders) and considered to be related parties. Under the revised facility the Company is required to maintain a minimum tangible net worth as defined
in the agreement. Interest on the facility accrues at the rate of prime plus 0.5% subject to a floor of 6% for the amount under guarantee and prime plus 1.75% subject to a floor of 7% for the remaining amounts.

As of September 30, 2010, the Company had $17.0 million outstanding under the revolving line of credit and a current borrowing
capacity of $17.2 million based on the Companys collateralized assets, including amounts already drawn. As such, the Company had the ability to borrow an additional $0.2 million under the revolving line of credit at September 30, 2010. As
of September 30, 2010, the Company was in compliance with all covenants of the bank loan agreement and had no remaining availability on its Lender loan and guarantee.

The revolving line of credit is secured by substantially all of the Companys assets. The Company is also required under the revolving line of credit to maintain its primary operating account and the
majority of its cash and investment balances in accounts with the primary lender.

Biosense Webster Advance

In July 2008, the Company and Biosense Webster entered into an amendment to their existing agreements relating to the development and sale
of catheters. Pursuant to the amendment, Biosense Webster agreed to pay the Company $10.0 million as an advance on royalty amounts that were owed at the time the amendment was executed or would be owed in the future by Biosense Webster to the
Company pursuant to the royalty provisions of one of the existing agreements. The Company and Biosense Webster also agreed that an aggregate of up to $8.0 million of certain agreed upon research and development expenses that were owed at the time
the amendment was executed or may be owed in the future by the Company to Biosense Webster pursuant to the existing agreement would be deferred and will be due, together with any unrecouped portion of the $10.0 million royalty advance, on the Final
Payment Date (as defined below). Interest on the outstanding and unrecouped amounts of the royalty advance and deferred research and development expenses will accrue at an interest rate of the prime rate plus 0.75%. Outstanding royalty advances and
deferred research and development expenses and accrued interest thereon will be recouped by Biosense Webster by deductions from royalty amounts otherwise owed to the Company from Biosense Webster pursuant to the existing agreement. The Company has
the right to prepay any amounts due pursuant to the Amendment at any time without penalty. As of September 30, 2010, approximately $18.0 million had been advanced by Biosense Webster to the Company pursuant to the amendment. As of
September 30, 2010, $8.8 million of royalty payments owed by Biosense had been used to reduce the advances together with accrued interest thereon and the remaining approximately $9.6 million of amounts owed to Biosense Webster has been
classified as debt in the accompanying balance sheet including $4.0 million as short-term debt and $5.6 million as long-term debt. The Company recorded research and development expenses of $0.1 million and $0.4 million and royalties within
disposables, service and accessories revenue of $1.0 million and $2.9 million for the three and nine months ended September 30, 2010, related to this agreement.

All funds owed by the Company to Biosense Webster must be repaid on the sooner of December 31, 2011 or the date of an Accelerating Recoupment Event as defined below (the Final Payment
Date). Commencing on May 15, 2010 the Company was required to make quarterly payments (the Supplemental Payments) to Biosense Webster equal to the difference between the aggregate royalty payments recouped by Biosense Webster
from the Company (other than royalty amounts attributable to Biosense Websters sales of irrigated catheters) in such quarter and $1 million, until the earlier of (1) the date all funds owed by the Company to Biosense Webster pursuant to
the Amendment are fully repaid or (2) the Final Payment Date. An Accelerating Recoupment Event means any of the following: (i) the closing of any equity-based registered public financing transaction or in the event of
convertible debt, the conversion of such debt into equity which raises at least $50 million for the Company; (ii) the failure of the Company to make any Supplemental Payment; or (iii) a change of control of the Company (as defined in the
amendment).



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10. Stockholders Equity

Stock Award Plans

The Company has various stock plans that permit the Company to provide incentives to employees and directors of the Company in the form of equity compensation that are described in both the Companys
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and the Companys definitive Proxy Statement on Schedule 14A filed with the SEC on April 15, 2010. At September 30, 2010, the Board of Directors had reserved
a total of 7,222,681 shares of the Companys common stock to provide for current and future grants under its various equity plans.

At September 30, 2010, the total compensation cost related to options, stock appreciation rights and non-vested stock granted to employees under the Companys stock award plans but not yet
recognized was approximately $3.8 million, net of estimated forfeitures of approximately $1.2 million. This cost will be amortized over a period of up to four years on a straight-line basis over the underlying estimated service periods and will be
adjusted for subsequent changes in estimated forfeitures and anticipated vesting periods. In March 2010, the Company made an adjustment to its forfeiture rate based on historical information, which resulted in a reduction of share-based compensation
of $0.8 million for the nine months ended September 30, 2010.

A summary of the option and stock appreciation rights
activity for the nine months ended September 30, 2010 is as follows:



|                                |  |                       |           |   |                        |                |                                        |   |      | 
|------------------------------- |  | --------------------- | --------- | - | ---------------------- | -------------- | -------------------------------------- | - | ---- | 
|                                |  | Number ofOptions/SARs |           |   | Range of ExercisePrice |                | WeightedAverageExercise Priceper Share |  
|Outstanding, December 31, 2009  |  |                       | 4,675,450 |   |                        | $0.78 - $14.84 |                                        | $ | 6.63 | 
|Granted                         |  |                       | 1,100,000 |   |                        | $3.20 - $4.86  |                                        | $ | 4.21 | 
|Exercised                       |  |                       | (130,555  | ) |                        | $1.62 - $4.94  |                                        | $ | 3.53 | 
|Forfeited                       |  |                       | (415,239  | ) |                        | $3.46 - $14.84 |                                        | $ | 6.73 | 
|                                |  |                       |           |   |                        |                |                                        |   |      | 
|Outstanding, September 30, 2010 |  |                       | 5,229,656 |   |                        | $0.78 - $14.84 |                                        | $ | 6.19 | 
|                                |  |                       |           |   |                        |                |                                        |   |      | 

A summary of the restricted share grant activity for the nine months ended September 30, 2010
is as follows:



|                                |  |                  |          |   |                                                |   |      | 
|------------------------------- |  | ---------------- | -------- | - | ---------------------------------------------- | - | ---- | 
|                                |  | Number of Shares |          |   | Weighted AverageGrant Date FairValue per Share |  
|Outstanding, December 31, 2009  |  |                  | 858,938  |   |                                                | $ | 6.66 | 
|Granted                         |  |                  | 53,500   |   |                                                | $ | 4.08 | 
|Vested                          |  |                  | (274,103 | ) |                                                | $ | 5.73 | 
|Forfeited                       |  |                  | (317,947 | ) |                                                | $ | 8.99 | 
|                                |  |                  |          |   |                                                |   |      | 
|Outstanding, September 30, 2010 |  |                  | 320,388  |   |                                                | $ | 4.72 | 
|                                |  |                  |          |   |                                                |   |      | 

A summary of the restricted stock outstanding as of September 30, 2010 is as follows:



|                                    |  |                 |         | 
|----------------------------------- |  | --------------- | ------- | 
|                                    |  | Number ofShares |        
|Time based restricted shares        |  |                 | 39,388  | 
|Performance based restricted shares |  |                 | 281,000 | 
|                                    |  |                 |         | 
|Outstanding, September 30, 2010     |  |                 | 320,388 | 
|                                    |  |                 |         | 

11. Warrants Liability

The Company currently does not have derivative instruments to manage its exposure to currency fluctuations or other business risks. The Company evaluates all of its financial instruments to determine if
such instruments are derivatives or contain features that qualify as embedded derivatives. All derivative financial instruments are recognized in the balance sheet at fair value.



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In conjunction with
its December 29, 2008 registered direct offering, the Company issued warrants to purchase 1,792,408 shares of the Companys common stock that contained a provision that required a reduction of the exercise price if certain equity events
occurred. Under the provisions of general accounting principles for derivatives and hedging activities and determining whether an instrument (or embedded feature) is indexed to an entitys own stock, such a reset provision does not meet the
exemptions for equity classification and as such, the Company accounts for these warrants as derivative instruments. The calculated fair value of the warrants is classified as a liability and is periodically remeasured with any changes in value
recognized in Other income (expense) in the Statement of Operations. General accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock became effective for the Company as
of January 1, 2009. Accordingly, the fair value of the warrants as of that date was reclassified from stockholders equity into current liabilities.

In accordance with general accounting principles for fair value measurement, the Companys warrants in the amount of $4,092,784 were measured at fair value on a recurring basis as of
September 30, 2010 and were valued using Level 3 valuation inputs. A Black-Scholes model was used to value the Companys warrants at September 30, 2010 using the following assumptions: 1) dividend yield of 0%; 2) volatility of
65%; 3) risk-free interest rate of 1.27%; and 4) expected life of 3.75 years. The fair value of the outstanding derivative instrument and the effect on the Statement of Operations is as follows:



|                            |  |                       |           |  
|--------------------------- |  | --------------------- | --------- | -
|                            |  | Fair Value ofWarrants |          
|Balance, December 31, 2009  |  | $                     | 4,142,614 |  
|Change in fair value        |  |                       | (49,830   | )
|                            |  |                       |           |  
|Balance, September 30, 2010 |  | $                     | 4,092,784 |  
|                            |  |                       |           |  

12. Product Warranty Provisions

The Companys standard policy is to warrant all NIOBE and ODYSSEY systems against defects in material or workmanship for one year following installation. The
Companys estimate of costs to service the warranty obligations is based on historical experience and current product performance trends. A regular review of warranty obligations is performed to determine the adequacy of the reserve and
adjustments are made to the estimated warranty liability as appropriate.

Accrued warranty, which is included in accrued
liabilities - other, consists of the following:



|                                     |  |                   |          |  
|------------------------------------ |  | ----------------- | -------- | -
|                                     |  | September 30,2010 |         
|Warranty accrual, December 31, 2009  |  | $                 | 547,483  |  
|Warranty expense incurred            |  |                   | 396,308  |  
|Payments made                        |  |                   | (363,711 | )
|                                     |  |                   |          |  
|Warranty accrual, September 30, 2010 |  | $                 | 580,080  |  
|                                     |  |                   |          |  

13. Commitments and Contingencies

The Company at times becomes a party to claims in the ordinary course of business. Management believes that the ultimate resolution of pending or threatened proceedings will not have a material effect on
the financial position, results of operations or liquidity of the Company.

14. Subsequent Events

In November 2010, the Company was awarded $1.5 million in grants under the Qualifying Therapeutic Discovery Project Program. The grants
were awarded for costs incurred on 2009 and 2010 projects. The Company will receive $1.1 million of the grants in the quarter ending December 31, 2010 and the remaining $0.4 million in the quarter ending March 31, 2011.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included in this
report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2009. Operating results are not necessarily indicative of results that may occur in future periods.

This report includes various forward-looking statements that are subject to risks and uncertainties, many of which are beyond our
control. Our actual results could differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth in Item 1A Risk Factors and in our Annual Report on Form 10-K
for the year ended December 31, 2009. Forward-looking statements discuss matters that are not historical facts and include, but are not limited to, discussions regarding our operating strategy, sales and marketing strategy, regulatory strategy,
industry, economic conditions, financial condition, liquidity and capital resources and results of operations. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words
believes, expects, anticipates, intends, estimates, projects, can, could, may, will, would, or similar expressions.
For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of
the date on which they were made. They give our expectations regarding the future, but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, unless required by law.

Overview

Stereotaxis designs, manufactures and markets an advanced cardiology instrument control system for use in a
hospitals interventional surgical suite to enhance the treatment of coronary artery disease and arrhythmias. The
Niobe® Remote Magnetic Navigation System is designed to enable physicians to complete more complex
interventional procedures by providing image guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using computer-controlled, externally applied magnetic fields that
govern the motion of the working tip of the catheter or guidewire, resulting in improved navigation, shorter procedure time and reduced x-ray exposure. Stereotaxis Odyssey portfolio of products provides an innovative enterprise solution
for integrating, recording and networking interventional lab information within hospitals and around the world. Odyssey Vision integrates data for magnetic and standard interventional labs, enhancing the physician workflow through a
consolidated display of multiple systems and eliminating the challenge of interacting simultaneously with many separate diagnostic systems. Odyssey Enterprise Cinema then captures a complete record of synchronized procedure data that can be
viewed live or from a comprehensive archive of cases performed. Odyssey then enables hospitals to efficiently share live and recorded clinical data anywhere around the world to maximize referrals and promote collaboration. The core components
of the Stereotaxis systems have received regulatory clearance in the U.S., Europe, Canada and elsewhere.

Critical Accounting Policies and
Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements. For a complete listing of our critical accounting
policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2009.

Revenue Recognition

For arrangements with multiple deliverables, the Company allocates the total revenue to each deliverable based on the provisions of
general accounting principles for revenue recognition and multiple-deliverable revenue arrangements and recognizes revenue for each separate element as the criteria for revenue recognition are met. Each element is assigned an estimated selling price
using vendor-specific objective evidence, third party evidence, or managements estimate.



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Under our revenue
recognition policy, a portion of revenue for NIOBE systems is recognized upon delivery, provided that title has passed, there are no uncertainties regarding acceptance, persuasive evidence of an arrangement exists, the sales price is
fixed and determinable, and collection of the related receivable is reasonably assured. Beginning in the quarter ended March 31, 2010, revenue for ODYSSEY VISION Standard HD systems was recognized upon delivery due
to the fact that third parties became qualified to perform installations. However, this change did not have a material impact on revenue recognition for the three months ended March 31, 2010. Beginning in the quarter ended June 30, 2010,
revenue for the ODYSSEY VISION Quad systems was recognized upon delivery due to the fact that third parties became qualified to perform installations. This change resulted in additional revenue of $1.2 million and
additional gross margin of $0.6 million during the quarter ended June 30, 2010. Revenue is recognized for other types of ODYSSEY systems upon completion of installation, since there are no qualified third party installers. We may
deliver systems to a non-hospital site at the customers request. We evaluate whether delivery has occurred considering general accounting principles for revenue recognition with respect to bill and hold transactions. Amounts
collected prior to satisfying the above revenue recognition criteria are reflected as deferred revenue.

Revenue from services
and license fees, whether sold individually or as a separate unit of accounting in a multiple-deliverable arrangement, is deferred and amortized over the service or license fee period, which is typically one year. Revenue from services is derived
primarily from the sale of annual product maintenance plans. We recognize revenue from disposable device sales or accessories upon shipment and establish an appropriate reserve for returns. The return reserve, which is applicable only to disposable
devices, is estimated based on historical experience which is periodically reviewed and updated as necessary. In the past, changes in estimate have had only a de minimis effect on revenue recognized in the period. We believe that the estimate is not
likely to change significantly in the future.

Costs of systems revenue include direct product costs, installation labor and
other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty costs and are recorded at the
time of sale. Cost of revenue from services and license fees are recorded when incurred.

Results of Operations

Comparison of the Three Months Ended September 30, 2010 and 2009

Revenue. Revenue increased from $13.3 million for the three months ended September 30, 2009 to $13.9 million for the three
months ended September 30, 2010, an increase of approximately 4%. Revenue from the sale of systems decreased from $8.7 million to $8.2 million, a decrease of approximately 6%. We recognized revenue on five NIOBE systems and a
total of $2.6 million for ODYSSEY systems during the 2010 period, versus six NIOBE systems and a total of $1.4 million for ODYSSEY systems during the 2009 period. Revenue from sales of disposable
interventional devices, service and accessories increased to $5.7 million for the three months ended September 30, 2010 from $4.6 million for the three months ended September 30, 2009, an increase of approximately 24%. The increase was
attributable to the increased base of installed systems, the resulting increase in disposable sales and service contracts, as well as increased volume and favorable pricing on a next generation proprietary disposable.

Cost of Revenue.Cost of revenue decreased from $4.3 million for the three months ended September 30, 2009 to $3.9 million
for the three months ended September 30, 2010, a decrease of approximately 10%. As a percentage of our total revenue, overall gross margin improved to 72% for the three months ended September 30, 2010 compared to 68% during the same three
month period of the prior year due to a shift from system revenue to recurring revenue. Cost of revenue for systems sold decreased from $3.5 million for the three months ended September 30, 2009 to $3.1 million for the three months ended
September 30, 2010, a decrease of approximately 11%. This decrease was the result of the decrease in the number of NIOBE systems sold in the most recent quarter as well as lower average cost per unit, partially offset by higher
ODYSSEY cost of revenue attributable to product mix. Cost of revenue for disposables, service and accessories remained consistent at $0.8 million between the 2010 and 2009 periods, resulting in an increase in gross margin to 87% from
82% between these periods.

Research and Development Expenses. Research and development expenses decreased from $3.3
million for the three months ended September 30, 2009 to $2.9 million for the three months ended September 30, 2010, a decrease of approximately 13%. This decrease was primarily due to reduced consulting costs associated with new product
development and introductions.

Sales and Marketing Expenses. Sales and marketing expenses increased from $6.3 million
for the three months ended September 30, 2009 to $7.3 million for the three months ended September 30, 2010, an increase of approximately 16%. The increase is primarily due to $1.5 million of expense related to additional headcount
supporting capital penetration and clinical adoption efforts.



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General and
Administrative Expenses.General and administrative expenses include regulatory, clinical, general management and training expenses. General and administrative expenses decreased from $3.7 million to $3.5 million for the three months ended
September 30, 2009 and 2010, respectively, a decrease of approximately 5%. This decrease was primarily due to foreign currency fluctuation.

Other Income (Expense). Other income (expense) represents the change in market value of certain warrants classified as a derivative and recorded as a current liability under general accounting
principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock. The primary drivers of fluctuations in this balance are changes in the Companys stock price from one period to the next.

Interest Income. Interest income remained consistent at less than $0.1 million for the three months ended
September 30, 2010 and 2009.

Interest Expense. Interest expense decreased to $0.6 million for the three months
ended September 30, 2010 from $1.1 million for the three months ended September 30, 2009, primarily due to lower average debt balances outstanding.

Comparison of the Nine Months Ended September 30, 2010 and 2009

Revenue. Revenue increased from $37.1 million for the nine months ended September 30, 2009 to $39.5 million for the nine
months ended September 30, 2010, an increase of approximately 7%. Revenue from the sale of systems decreased from $23.7 million to $22.8 million, a decrease of approximately 4%, primarily due to a decrease in the number of NIOBE
systems sold, slightly offset by an increase in ODYSSEY sales. We recognized revenue on 16 NIOBE systems and a total of $6.0 million for ODYSSEY systems during the 2010 period, versus 19
NIOBE systems and a total of $2.7 million for ODYSSEY systems during the 2009 period. Revenue from sales of disposable interventional devices, service and accessories increased to $16.7 million for the nine months ended
September 30, 2010 from $13.4 million for the nine months ended September 30, 2009, an increase of approximately 25%. The increase was attributable to the increased base of installed systems, the resulting disposable sales and service
contracts, as well as favorable pricing on a next generation proprietary disposable.

Cost of Revenue.Cost of revenue
decreased from $12.4 million for the nine months ended September 30, 2009 to $11.7 million for the nine months ended September 30, 2010, a decrease of approximately 6%. As a percentage of our total revenue, overall gross margin improved to
70% for the nine months ended September 30, 2010 compared to 67% during the same nine month period of the prior year, due to a shift from system revenue to recurring revenue. Cost of revenue for systems sold increased from $9.3 million for the
nine months ended September 30, 2009 to $9.5 million for the nine months ended September 30, 2010, an increase of approximately 3%, primarily due to a change in product mix for ODYSSEY systems sold in 2010. Cost of revenue
for disposables, service and accessories decreased to $2.2 million during the 2010 period from $3.2 million during the 2009 period, resulting in an increase in gross margin to 87% from 76% between these periods. This decrease in cost of revenue was
primarily due to higher costs associated with software upgrades in 2009 compared to 2010.

Research and Development
Expenses. Research and development expenses decreased from $10.2 million for the nine months ended September 30, 2009 to $9.6 million for the nine months ended September 30, 2010, a decrease of approximately 6%. This decrease was
primarily due to reduced consulting costs associated with new product development and introductions.

Sales and Marketing
Expenses. Sales and marketing expenses increased to $22.4 million from $21.4 million for the nine months ended September 30, 2010 and 2009, respectively, an increase of approximately 5%. Current year expenses include $3.1 million related to
additional headcount supporting capital penetration and clinical adoption efforts, which were offset by $0.9 million related to asset impairment charges in 2009, $0.4 million due to decreased depreciation in 2010, and $0.5 million of reduced
share-based compensation as a result of increased forfeiture rates.

General and Administrative Expenses.General and
administrative expenses include regulatory, clinical, general management and training expenses. General and administrative expenses increased to $11.3 million from $11.0 million for the nine months ended September 30, 2010 and 2009,
respectively, an increase of approximately 3%. This increase was primarily due to increased customer training costs and foreign currency fluctuation, offset by reduced share-based compensation as a result of increased forfeiture rates.

Other Income (Expense). Other income (expense) represents the change in market value of certain warrants classified
as a derivative and recorded as a current liability under general accounting principles for determining whether an instrument (or embedded feature) is indexed to an entitys own stock. The primary drivers of fluctuations in this balance are
changes in the Companys stock price from one period to the next.



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Interest
Income. Interest income remained consistent at less than $0.1 million for the nine months ended September 30, 2010 and 2009.

Interest Expense. Interest expense decreased to $2.0 million for the nine months ended September 30, 2010 from $2.9 million for the nine months ended September 30, 2009, primarily due to
lower average debt balances outstanding.

Liquidity and Capital Resources

Liquidity refers to the liquid financial assets available to fund our business operations and pay for near-term obligations. These liquid
financial assets consist of cash and cash equivalents. At September 30, 2010 we had $21.8 million of cash and equivalents. We had a working capital deficit of approximately ($6.2) million as of September 30, 2010 compared to working
capital of $22.9 million as of December 31, 2009. The decrease in working capital is primarily due to the reclassification of $10 million of debt from long-term to current and the $17.4 million net loss for the first nine months of 2010. As
previously announced, revenue growth for the second half of 2010 is being impacted by installation delays. These delays are not expected to have a significant impact on liquidity over the next 12 months.

The following table summarizes our cash flow by operating, investing and financing activities for each of the nine month periods ended
September 30, 2010 and 2009 (in thousands):



|                                           |  |                                |         |   |      |   |         |  
|------------------------------------------ |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                           |  | Nine Months EndedSeptember 30, |        
|                                           |  | 2010                           |         |   | 2009 |  
|Cash Flow used in Operating Activities     |  | $                              | (14,085 | ) |      | $ | (19,540 | )
|Cash Flow used in Investing Activities     |  |                                | (606    | ) |      |   | (1,373  | )
|Cash Flow provided by Financing Activities |  |                                | 5,936   |   |      |   | 2,570   |  

Net cash used in
operating activities. We used approximately $14.1 million and $19.5 million of cash for operating activities during the nine months ended September 30, 2010 and 2009, respectively. This decrease was driven by an improvement in our cash
position of operating assets and liabilities as well as a decrease in the net loss of $3.4 million.

Net cash used in
investing activities. We used approximately $0.6 million and $1.4 million of cash for purchases of equipment during the nine months ended September 30, 2010 and 2009, respectively.

Net cash provided by financing activities. We generated approximately $5.9 million of cash compared to $2.6 million for the nine
months ended September 30, 2010 and 2009, respectively. This increase in cash was primarily due to net additional borrowings against our line of credit during the nine months ended September 30, 2010.

Borrowing facilities

In December 2009, the Company amended its agreement with its primary lender to extend the maturity of the current working capital line of credit from March 31, 2010 to March 31, 2011 and to
increase the total availability under the line from $25 million to $30 million, retaining the $10 million sublimit for borrowings supported by guarantees from stockholders who are affiliates of two members of its board of directors
(Lenders) and considered to be related parties. Under the revised facility the Company is required to maintain a minimum tangible net worth as defined in the agreement. Interest on the facility accrues at the rate of prime
plus 0.5% subject to a floor of 6% for the amount under guarantee and prime plus 1.75% subject to a floor of 7% for the remaining amounts.

As of September 30, 2010, the Company had $17.0 million outstanding under the revolving line of credit and a current borrowing capacity of $17.2 million based on the Companys collateralized
assets, including amounts already drawn. As such, the Company had the ability to borrow an additional $0.2 million under the revolving line of credit at September 30, 2010. As of September 30, 2010, the Company was in compliance with all
covenants of the bank loan agreement and had no remaining availability on its Lender loan and guarantee.

The revolving line
of credit is secured by substantially all of the Companys assets. The Company is also required under the revolving line of credit to maintain its primary operating account and the majority of its cash and investment balances in accounts with
the primary lender.



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In July 2008, the
Company and Biosense Webster entered into an amendment to their existing agreements relating to the development and sale of catheters. Pursuant to the amendment, Biosense Webster agreed to pay the Company $10.0 million as an advance on royalty
amounts that were owed at the time the amendment was executed or would be owed in the future by Biosense Webster to the Company pursuant to the royalty provisions of one of the existing agreements. The Company and Biosense Webster also agreed that
an aggregate of up to $8.0 million of certain agreed upon research and development expenses that were owed at the time the amendment was executed or may be owed in the future by the Company to Biosense Webster pursuant to the existing agreement
would be deferred and will be due, together with any unrecouped portion of the $10.0 million royalty advance, on the Final Payment Date (as defined below). Interest on the outstanding and unrecouped amounts of the royalty advance and deferred
research and development expenses will accrue at an interest rate of the prime rate plus 0.75%. Outstanding royalty advances and deferred research and development expenses and accrued interest thereon will be recouped by Biosense Webster by
deductions from royalty amounts otherwise owed to the Company from Biosense Webster pursuant to the existing agreement. The Company has the right to prepay any amounts due pursuant to the Amendment at any time without penalty. As of
September 30, 2010, approximately $18.0 million had been advanced by Biosense Webster to the Company pursuant to the amendment. As of September 30, 2010, $8.8 million of royalty payments owed by Biosense had been used to reduce the
advances together with accrued interest thereon and the remaining approximately $9.6 million of amounts owed to Biosense Webster has been classified as debt in the accompanying balance sheet including $4.0 million as short-term debt and $5.6 million
as long-term debt. The Company recorded research and development expenses of $0.1 million and $0.4 million and royalties within disposables, service and accessories revenue of $1.0 million and $2.9 million for the three and nine months ended
September 30, 2010, related to this agreement.

All funds owed by the Company to Biosense Webster must be repaid on the
sooner of December 31, 2011 or the date of an Accelerating Recoupment Event as defined below (the Final Payment Date). Commencing on May 15, 2010 the Company was required to make quarterly payments (the Supplemental
Payments) to Biosense Webster equal to the difference between the aggregate royalty payments recouped by Biosense Webster from the Company (other than royalty amounts attributable to Biosense Websters sales of irrigated catheters) in
such quarter and $1 million, until the earlier of (1) the date all funds owed by the Company to Biosense Webster pursuant to the Amendment are fully repaid or (2) the Final Payment Date. An Accelerating Recoupment Event means
any of the following: (i) the closing of any equity-based registered public financing transaction or in the event of convertible debt, the conversion of such debt into equity which raises at least $50 million for the Company; (ii) the
failure of the Company to make any Supplemental Payment; or (iii) a change of control of the Company (as defined in the amendment).

Cash flow

We
expect to have negative cash flow from operations in 2010. Throughout 2010, we expect to continue the development and commercialization of our existing products and, to a lesser extent, our research and development programs and the advancement of
new products into clinical development. We expect that our sales and marketing expenditures and our general and administrative expenses will increase in 2010 in order to support our product commercialization efforts. Until we can generate
significant cash flow from our operations, we expect to continue to fund our operations with existing cash resources that were primarily generated from the proceeds of our public offerings, private sales of our equity securities and working capital
and equipment financing loans. In the future, we may finance future cash needs through the sale of other equity securities, strategic collaboration agreements and debt financings. We cannot accurately predict the timing and amount of our utilization
of capital, which will depend on a number of factors outside of our control.

As currently structured, the $30 million working
capital facility with our primary lender as well as the financing commitment provided by the Lenders expires on March 31, 2011. However, we are currently in discussions with each of these parties regarding renewing our financing commitment as
well as renewing and potentially expanding our existing debt facility. While we believe our existing cash, cash equivalents and borrowing facilities will be sufficient to fund our operating expenses and capital equipment requirements through the
next 12 months (assuming extensions of the guarantee from the Lenders as well as the revolving line of credit following March 31, 2011), we cannot assure that we will not require additional financing before that time. We also cannot assure that
such additional financing will be available on a timely basis on terms acceptable to us or at all, or that such financing will not be dilutive to our stockholders. If adequate funds are not available to us, we could be required to delay development
or commercialization of new products, to license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize ourselves or to reduce the sales, marketing, customer support or other resources
devoted to our products, any of which could have a material adverse effect on our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose
entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded
contracts. As a result, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

We
operate mainly in the U.S., Europe and Asia and we expect to continue to sell our products both within and outside of the U.S. Although the majority of our revenue and expenses are transacted in U.S. dollars, a portion of our activities are
conducted in Euros and to a lesser extent, in other currencies. As such, we have foreign exchange exposure with respect to non-U.S. dollar revenues and expenses as well as cash balances, accounts receivable and accounts payable balances denominated
in non-US dollar currencies. Our international activities are subject to risks typical of international activities, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other
regulations and restrictions, and foreign exchange rate volatility. Future fluctuations in the value of these currencies may affect the price competitiveness of our products. In addition, because we have a relatively long installation cycle for our
systems, we will be subject to risk of currency fluctuations between the time we execute a purchase order and the time we deliver the system and collect payments under the order, which could adversely affect our operating margins. As of
September 30, 2010 we have not hedged exposures in foreign currencies or entered into any other derivative instruments.

For the nine months ended September 30, 2010, sales denominated in foreign currencies were approximately 15% of total revenue and as
such, our revenue would have decreased by approximately $0.6 million if the U.S. dollar exchange rate used would have strengthened by 10%. For the nine months ended September 30, 2010, expenses denominated in foreign currencies were
approximately 13% of our total expenses and as such, our operating expenses would have decreased by approximately $0.6 million if the U.S. dollar exchange rate used would have strengthened by 10%. In addition, we have assets and liabilities
denominated in foreign currencies. A 10% strengthening of the U.S. dollar exchange rate against all currencies with which we have exposure at September 30, 2010 would have decreased the carrying amounts of those net assets by approximately $0.5
million.

Interest Rate Risk

We have exposure to interest rate risk related to our investment portfolio. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we
receive from our invested cash without significantly increasing the risk of loss. Our interest income is sensitive to changes in the general level of U.S. interest rates. When appropriate, we invest our excess cash primarily in U.S. government
securities and marketable debt securities of financial institutions and corporations with strong credit ratings. These instruments generally have maturities of two years or less when acquired. We do not utilize derivative financial instruments,
derivative commodity instruments or other market risk sensitive instruments, positions or transactions. Accordingly, we believe that while the instruments we typically purchase are subject to changes in the financial standing of the issuer of such
securities, we are not subject to any material risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk sensitive instruments.

We have exposure to market risk related to any investments we might hold. Market liquidity issues might make it impossible for the
Company to liquidate its holdings or require that the Company sell the securities at a substantial loss. As of September 30, 2010, the Company did not hold any investments.

We have exposure to interest rate risk related to our borrowings as the interest rates for certain of our outstanding loans are subject
to increase should the interest rate increase above a defined percentage. However, because our outstanding debt is subject to minimum interest rates ranging from 5.75% to 7.0%, a hypothetical increase in interest rates of 100 basis points would have
resulted in no increase in interest expense for the nine months ended September 30, 2010.

Inflation Risk

We do not believe that inflation has had a material adverse impact on our business or operating results during the periods covered by this
report.



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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures: The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this
report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and
procedures were effective.

Changes In Internal Control Over Financial Reporting: The Companys management, with
the participation of the Companys Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Companys internal control over financial reporting to determine whether any changes occurred during the period
covered by this report that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Based on that evaluation, there has been no such change during the period covered by
this report.



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STEREOTAXIS, INC.

PART II  OTHER INFORMATION

ITEM 1. LEGAL
PROCEEDINGS

We are involved from time to time in various lawsuits and claims arising in the ordinary course of business.
Although the outcomes of these lawsuits and claims are uncertain, we do not believe any of them will have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to our Risk Factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [RESERVED]

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits: See Exhibit Index herein



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STEREOTAXIS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                       |  |                   |  |                        
|---------------------- |  | ----------------- |  | -----------------------
|                       |  | STEREOTAXIS, INC.
|                       |  | (Registrant)     
|                       |  |                  
|Date: November 5, 2010 |  | By:               |  | /s/ Michael P. Kaminski
|                       |  |                   |  | Michael P. Kaminski,   
|                       |  |                   |  | Chief Executive Officer
|                       |  |                  
|Date: November 5, 2010 |  | By:               |  | /s/ Daniel J. Johnston 
|                       |  |                   |  | Daniel J. Johnston,    
|                       |  |                   |  | Chief Financial Officer



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EXHIBIT INDEX



|       |  |                                                                                                                                         
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                             
|       | 
|3.1(1) |  | Restated Certificate of Incorporation of the Company                                                                                    
|       | 
|3.2(1) |  | Restated Bylaws of the Company                                                                                                          
|       | 
|31.1   |  | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).
|       | 
|31.2   |  | Rule 13a-14(a)/15d-14(a) Certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).
|       | 
|32.1   |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Executive Officer).            
|       | 
|32.2   |  | Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Chief Financial Officer).            



|(1) | This exhibit was previously filed as an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (filed
November 12, 2004) (File No. 000-50884), and is incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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