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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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               any failure in the performance of any material obligation under
               this Agreement which cannot be remedied or which relates to
               Siemens' warranty or support obligations under this Agreement; or

          -    by either Party in the event that the other Party voluntarily
               files a petition in bankruptcy or has such a petition
               involuntarily filed against it (which petition is not discharged
               within sixty (60) days after filing), or is placed in an
               insolvency proceeding, or if an order is issued appointing a
               receiver or trustee or a levy or attachment is made against a
               substantial portion of its assets which order shall not be
               vacated, or set aside within sixty (60) days from date of
               issuance, or if any assignment for the benefit of its creditors
               is made, or

          -    by either Party if there is a change in control of the other
               Party which in the reasonable opinion of the terminating Party
               adversely affects such Party's position, rights or interests.

17.2     Upon termination or expiration of this Agreement, Stereotaxis shall
         promptly pay Siemens any undisputed amounts due to Siemens and cease
         any use of the Licensed Software, including copies thereof and Software
         Documentation in Stereotaxis's possession. Notwithstanding the
         foregoing, Stereotaxis may continue to provide Licensed Software
         support (including previously received Updates) to existing End-users
         for a period not to exceed six (6) months after such termination or
         expiration but may not sublicense the Licensed Software to any new
         End-users and Siemens is not obligated to provide any continuing
         support. All obligations of either Party accrued prior to termination,
         and those obligations relating to confidentiality, protection of the
         Software and the Software Documentation and restriction to use shall
         survive termination. Any sublicenses granted to End-users prior to the
         termination or expiration of this Agreement shall not be affected by
         such termination or expiration.


         Stereotaxis shall comply with all export laws applicable to the
         Licensed Software and/or the Software Documentation in effect from time
         to time. Without limiting the generality of the foregoing, Stereotaxis
         expressly warrants that it will not directly or indirectly

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