Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         Stereotaxis agrees to pay to Siemens for each copy of the Licensed
         Software that has been licensed by Stereotaxis to and accepted by an
         End-user the license fees as stated in ANNEX 4 under terms and
         conditions detailed therein. There will be no license fee due during a
         trial period for an End-user, which shall not exceed six (6) months.

8.2      Siemens may issue invoices for fees and other amounts due hereunder
         quarterly for Licensed Software, as described in Section 8.1 above, and
         maintenance services. Such invoices shall regularly follow the receipt
         of the list of End-users provided by Stereotaxis in accordance with
         Section 4.1 above. Stereotaxis shall pay to Siemens all undisputed
         amounts set forth on each such invoice within thirty (30) days of
         Stereotaxis's receipt of such invoice.

8.3      Any payments to be made by Stereotaxis to Siemens under or in
         connection with this Agreement, shall be made by Stereotaxis to the
         following bank account of Siemens (until the next payment due after
         written notice of change is given by Siemens):

                                     [***]

8.4      If Stereotaxis fails to make any payment (other than payments
         reasonably disputed by Stereotaxis) in the manner described in this
         Article 8, i.e., within thirty (30) days of Stereotaxis's receipt of
         the corresponding invoice, then Siemens shall notify Stereotaxis in
         writing of the nature of such failure. If Stereotaxis fails to make
         such payment within thirty (30) days of Stereotaxis's receipt of such
         notice from Siemens that a payment has not been made within thirty (30)
         days of Stereotaxis's receipt of the corresponding invoice, then an
         interest at a rate of five percent (5%) per year above the 3 Month US $
         LIBOR rate shall be paid by Stereotaxis on such payment.

ARTICLE 9 - AUDITING RIGHTS

[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]

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