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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         reasonable care.

Other than as permitted hereunder, as contemplated under the Extended
Collaboration Agreement or required by law, Stereotaxis shall not copy,
translate, modify, create derivative works, disassemble, reverse engineer,
decompile, attempt, directly or indirectly, to otherwise obtain or create source
code of the Licensed Software or otherwise use the Licensed Software and
Software Documentation

3.4      Stereotaxis agrees that using, distributing, copying, duplicating or
         otherwise reproducing all or any part of the Licensed Software other
         than in accordance with this Agreement, and Stereotaxis's failure to
         perform its obligations for End-users as set forth in this Agreement,
         may be considered a material breach of this Agreement.

3.6      In case of Siemens' knowledge or reasonable assumption that, as a
         result of an action or inaction by Stereotaxis a third party is using
         or has used the Licensed Software or Software Documentation without
         proper authorization, then upon receipt of written request from
         Siemens, Stereotaxis shall confirm in writing whether such third party
         is an End-user or not. If such third party is an End-user, then Siemens
         and Stereotaxis shall mutually decide on the proper course of action to
         address the potential infringement. If such third party is not an
         End-user, then Stereotaxis shall reasonably assist Siemens in enforcing
         its rights (which assistance shall not include preparation for or
         participation in litigation) against such third party, and shall
         furnish all available information thereto which Stereotaxis is
         permitted to disclose.


4.1      Siemens will supply to Stereotaxis the Object Code of the Licensed
         Software and Software Documentation on CD or other electronic form as a
         master copy. During the term of this Agreement, Stereotaxis may use,
         copy and distribute the Licensed Software and the Software
         Documentation. Stereotaxis shall provide to Siemens on a quarterly
         basis a list of the number of new End-users. Siemens may audit
         Stereotaxis in accordance with Section 9 below.

4.2      Siemens will without undue delay make available to Stereotaxis any new
         Update for licensing under the terms and conditions of this Agreement.

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