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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, INC.


ARTICLE 15 -- SUBSTANTIVE LAW

         All disputes shall be settled in accordance with the provisions of this
         Agreement and all other agreements regarding its performance, otherwise
         in accordance with the substantive law in force in the Canton of Berne,
         Switzerland, without reference to other laws.


ARTICLE 16 -- TERM OF THE AGREEMENT

         16.1  This Agreement shall commence on the Effective Date and remain in
               effect for a period of six (6) years thereafter, unless
               terminated earlier by either Party as hereinafter provided, and
               shall automatically be renewed for consecutive one (1) year
               periods unless either Party provides written notice to the other
               Party of an intention not to renew at least ninety (90) days
               prior to the end of the original six (6) year period or any
               subsequent one (1) year renewal periods (the original period
               along with any extension periods, the "Term").

         16.2  The rights to use paid-up copies of the Licensed Software will
               not be affected by the expiration hereof pursuant to Section 16.1
               of this Agreement.

ARTICLE 17 -- TERMINATION

         17.1  This Agreement may by written notice be forthwith terminated by a
               Party having such right as herein provided -- and save of any
               other rights such Party may have -- upon the occurrence of either
               one or more of the following events stated below:

               --  by either Party in the event that the other Party has failed
                   in the performance of any material obligation under this
                   Agreement by giving not less than forty-five (45) days
                   written notice specifying any such breach (hereinafter
                   referred to as "Notice") unless within the period of such
                   Notice all breaches specified shall have been remedied or a
                   plan for remedying such breaches has been proposed by the
                   other Party and has been accepted by the first Party
                   mentioned during such forty-five (45) day period, with the
                   understanding that Notice shall not be required for


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