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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                            SECTION 12 GOVERNING LAW

This Research Agreement shall be governed by and construed in accordance with
the laws of Germany.

                             SECTION 13 JURISDICTION

If any provision of this Research Agreement will be or become unenforceable,
this does not effect the validity of the other contract provisions. The invalid
provision shall be replaced by a legally valid provision, the contents of which
will best correspond to the objective of the invalid provision. Siemens AG,
Stereotaxis.Inc. and proresearch undertake to come to an understanding in case
of any queries or conflicts arising from this Research Agreement or from its
execution. Modifications and supplements of this Agreement will be agreed as
amendments and have to be provided in writing.

If the contracting parties consent, disputes arising out of or in connection
with the present Agreement or its validity shall be finally settled in
accordance with the rules of arbitration of the Deutsche Institution fur
Schiedsgerichtsbarkeit e.V. (German Arbitration Institution) in Bonn without the
possibility of recourse legal action. The arbitration court can also make
binding decisions on the validity of this arbitration agreement.


Account holder:     [***]
Account no.:        [***]
Bank:               [***]
Sort code:          [***]

[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.]

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