Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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             form originated by either Party will be applicable unless such
             provision is expressly accepting in writing by the other Party.

      17.5   Captions and Section Headings. The captions and section and
             paragraph headings used in this Agreement are inserted for
             convenience only and will not affect the meaning or interpretation
             of this Agreement.

      17.6   Partial Invalidity. If any paragraph, provision, or clause thereof
             in this Agreement will be found or be held to be invalid or
             unenforceable in any jurisdiction, in which this Agreement is being
             performed, the remainder of this Agreement will be valid and
             enforceable and the Parties will negotiate, in good faith, a
             substitute, valid and enforceable provision that most nearly
             reflects the Parties' intent in entering into this Agreement.

      17.7   Presumptions. In construing the terms of this Agreement, no
             presumption will operate in either Party's favor as a result of its
             counsel's role in drafting the terms or provisions hereof.

      17.8   Waiver. The failure of either Party to enforce at any time the
             provisions of this Agreement, or the failure to require at any time
             performance by the other Party of any of the provisions of this
             Agreement, will in no way be construed to be a present or future
             waiver of such provisions, nor in any way affect the right of
             either Party to enforce each and every such provision thereafter.
             The express waiver by either Party of any provision, condition or
             requirement of this Agreement will not constitute a waiver of any
             future obligation to comply with such provision, condition or
             requirement.

      17.9   Cumulative Remedies. The remedies under this Agreement will be
             cumulative and not alternative and the election of one remedy for a
             breach will not preclude pursuit of other remedies unless as
             expressly provided in this Agreement.

      17.10  Independent Contractors. In performing their respective services
             hereunder, each of the Parties will operate as, and have the status
             of, an independent contractor and will not act as or be an agent,
             partner, co-venturer or employee of the other Party. Neither Party
             will have the right or authority to assume or create any
             obligations or to make any representations or warranties on behalf
             of any other Party, whether express or implied, or to bind the
             other Party in any respect whatsoever.

      17.11. Confidentiality of Agreement. Each Party agrees that the terms and
             conditions of this Agreement will be treated as confidential
             information and that neither Party will disclose the terms or
             conditions to any third party without the prior written consent of
             the other Party; provided, however, that each Party may disclose
             the terms and conditions of this Agreement, to the extent
             necessary;

      17.11.1 as required by any court or other governmental body;

      17.11.2 as otherwise required by law;



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