Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                          CONFIDENTIAL TREATMENT
                                                     REQUESTED BY STEREOTAXIS, I

9.1      Stereotaxis shall keep records of all sublicenses granted to 
         End-users. Siemens shall have the right to appoint an independent,
         certified public accounting firm, provided that such firm regularly
         performs audit work for Fortune 500 companies but is not the
         predominant accounting firm of Siemens, to audit such Stereotaxis
         records, as well as such other documents as may be reasonably required,
         solely for the purpose of verifying Stereotaxis's compliance with its
         Licensed Software-related payment obligations hereunder. Such audit
         shall be conducted upon at least five (5) business days notice, during
         Stereotaxis's normal working hours, at the Stereotaxis location where
         such records are maintained and in a manner that will not be unduly
         disruptive to Stereotaxis's operations. The auditor shall prepare a
         report either verifying such compliance or summarizing the total of any
         deviations therefrom, which report shall be furnished to each Party but
         shall be deemed to be the Confidential Information (as defined in
         Article 11 below) of Stereotaxis. Such audit shall be conducted no more
         often than once every twelve (12) months and shall be conducted at
         Siemens' expense, except in those cases where the auditor detects
         deviations that are greater than ten percent (10%) from Stereotaxis's
         payment obligations hereunder to the disadvantage of Siemens, in which
         latter case the cost of the audit shall be borne by Stereotaxis.

9.2      Any and all reports or records or notes other than the report 
         mentioned in Section 9.1 above taken by the auditor shall not be
         disclosed to Siemens and shall be maintained by the auditor in
         confidence as Confidential Information of Stereotaxis, pursuant to a
         written agreement with Stereotaxis that is no less protective of
         Confidential information than the corresponding terms of this
         Agreement.

ARTICLE 10 - MAINTENANCE

10.1     Siemens shall provide software maintenance services as detailed in 
         Annex 5. The maintenance services for the Licensed Software are subject
         to the maintenance fees set out in Annex 5, except as specified
         otherwise in Article 6 above.

10.2     Stereotaxis will communicate to Siemens suspected errors in the 
         Licensed Software along with information reasonably requested by
         Siemens in order to reproduce the errors on the Reference Environment.
         Siemens agrees to respond and correct such 

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