Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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ARTICLE 13 - FORCE MAJEURE

         Neither Party shall be liable to the other for failure or delay in the
         performance of any of its obligations under this Agreement for the time
         and to the extent such failure or delay is caused by events or
         circumstances beyond the Party's reasonable control such as, but not
         limited to, riots, civil commotions, wars, strikes, lock-outs,
         hostilities between nations, governmental laws, orders or regulations,
         actions by the government or any agency thereof, storms, fires,
         sabotages, explosions or any other contingencies beyond the reasonable
         control of the respective Party and of its sub-contractors (hereinafter
         referred to as "Force Majeure"). In such events, the affected Party
         shall immediately inform the other Party of such circumstances together
         with documents of proof and the performance of obligations hereunder
         shall be suspended during, but not longer than, the period of existence
         of such cause and the period reasonably required to perform the
         obligations in such cases. Unavailability of funds shall not be deemed
         Force Majeure. Notwithstanding the foregoing, the non-affected Party
         may, in its sole discretion, terminate this Agreement if the period of
         delay exceeds six (6) months.

ARTICLE 14 - ARBITRATION

14.1     Any differences or disputes arising from this Agreement or from
         agreements regarding its performance shall be settled by an amicable
         effort on the part of both parties to the Agreement. An attempt to
         arrive at a settlement shall be deemed to have failed as soon as one of
         the parties to the Agreement so notifies the other party in writing.

14.2     If an attempt at settlement has failed, the disputes shall be finally
         settled under the Rules of Conciliation and Arbitration of the
         International Chamber of Commerce in Paris (Rules) by three arbitrators
         appointed in accordance with the Rules.

14.3     The place of arbitration shall be Berne, Switzerland. The procedural
         law of this place shall apply where the Rules are silent.

14.4     The arbitral award shall be substantiated in writing. The arbitral
         tribunal shall decide on the matter of costs of the arbitration.

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