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, INC.


         export, re-export, or tranship the Licensed Software or the Software
         Documentation in violation of any export laws, rules or regulations of
         Germany or the United States.

         Stereotaxis when sublicensing the Licensed Software to End-users shall
         also oblige such End-users to adhere to the aforementioned export
         provision.

         The Licensed Software has no bit encryption.

ARTICLE 19 - MISCELLANEOUS

19.1     Each Party shall name to the other authorized representatives forthwith
         after signing of the Agreement who shall bring about any and all
         decisions in connection with the performance of this Agreement.

19.2     This Agreement shall not be modified or amended except by a written
         agreement dated subsequently to the date of this Agreement and signed
         on behalf of Siemens and Stereotaxis by their respective duly
         authorized representatives as an amendment hereto. This requirement of
         written form can only be waived in writing.

19.3     All Annexes shall be considered as an integral part of this Agreement.

19.4     If Stereotaxis licenses Licensed Software, including Software
         Documentation, to the US Government, the following provisions apply: if
         Licensed Software is supplied to the Department of Defense ("DOD"),
         Licensed Software is subject to "Restricted Rights" including a legend
         to be affixed to the Licensed Software, as that term is defined in the
         DOD Supplement to the Federal Acquisition Regulations ("DFAR") in
         paragraph 252.227-7013(c)(1); if Licensed Software is supplied to any
         unit or agency of the US Government other than DOD, the US Government's
         rights in the Licensed Software will be as defined in paragraph
         52.227-19(c)(2) of the Federal Acquisition Regulations ("FAR"). Any
         failure by Siemens to affix a Restricted Rights legend on Licensed
         Software shall not be deemed to constitute a waiver of any obligation
         of Stereotaxis imposed by this Agreement.

         Under no circumstances shall Siemens be obligated to comply with any
         requirements imposed by the US Government regarding submission of, or
         the request for exemption

                                                                                

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