Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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     (e) make PHI available to the customer in accordance with applicable law;

     (f) make its internal practices, books, and records relating to the use and
disclosure of PHI received from Siemens or customer available to the Secretary
of the United States Health & Human Services for purposes of determining the
customer's compliance with applicable law; (in addition, a party shall
immediately notify the other party and the customer upon receipt by that party
of any such request, and shall provide the other party with copies of any such
materials);

     (g) make available the information required to provide an accounting of
disclosures of PHI pursuant to applicable law, and

     (h) on termination of this Agreement, return or destroy all PHI that a
party still maintains in any form and retain no copies of PHI.

     34. FURTHER ASSURANCES. Each party agrees to do such further acts, execute
such further documents, secure such written assignments and acknowledgments
necessary to carry out the terms and conditions hereof.

     35. ADDITIONAL DOCUMENTS. Each of the parties hereto agrees to execute any
document or documents that may be reasonably requested from time to time by the
other party to implement or complete such party's obligation pursuant to this
Agreement

     36. WAIVER. No term or provision of this Agreement, or of the Exhibits
attached hereto, shall be deemed to be waived, or a breach excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have
waived or consented. Any waiver of a breach, whether express or implied, shall
not constitute a consent to or waiver of any different or subsequent breach.

     37. ADVERSE ACTS. Each party shall not at any time engage in any acts
(including entry into any agreements or arrangements with third parties) to
oppose, dilute, reduce, defeat, or adversely affect the rights of the other
party under this Agreement.

     38. HEADINGS; NUMBER. The titles or headings used herein are inserted
merely for convenience and shall be given no legal effect. Whenever the context
so requires, the masculine shall include the feminine and neuter, and the
singular shall include the plural, and conversely.

     39. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits,
each of which is incorporated fully and is made part of this Agreement by this
reference, sets forth the entire and only agreement between Siemens and
Stereotaxis concerning the subject matter hereof. No provisions of this
Agreement can be modified except by a written amendment signed by both parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.


SIEMENS MEDICAL SOLUTIONS USA, INC.     STEREOTAXIS, INC.



By:     /s/ Richard Kubsch              By:         /s/ Nicola Young
   --------------------------------         ------------------------------------

Title:       Product Manager            Title:            CFO
       ----------------------------            ---------------------------------

Date:          11-24-02                 Date:           11/18/02
      -----------------------------           ----------------------------------


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