Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                            SECTION 9 INDEMNIFICATION

11.1   Siemens AG and Stereotaxis shall defend, indemnify and hold harmless
       proresearch, its trustees, officers, agents and their employees
       (collectively the "Indemnitees") from any and all losses, costs,
       expenses, liabilities, claims, actions and damages, including, without
       limitation, interest penalties and reasonable attorney's fees, based on a
       personal injury arising out of or connected with the performance of the
       activities to be carried out pursuant to this Research Agreement.

11.2   The above obligation of Siemens AG or Stereotaxis shall not apply and
       Siemens AG or Stereotaxis shall not be liable for any indemnification or
       expenses for actions or claims in any way arising from or caused by the
       willful, reckless, or negligent acts or omissions, or professional
       malpractice of the Indemnities.

                  SECTION 10 ENTIRE AGREEMENT AND MODIFICATIONS

This Agreement contains the complete understanding between the parties and
supersedes any prior agreement, whether oral or in writing, between the parties,
with the exception that the right on patents will be governed in named
subagreements. It may not be altered, amended or modified except by written
document signed by all parties.

                                SECTION 11 NOTICE

Any notices given hereunder shall be sent by mail, by fax or personally
delivered as follows:

TO:            Siemens AG
               Legal Services Med
               Werner von Siemens Str. 50
               91052 Erlangen
               Germany

TO:            Stereotaxis Inc.
               4041 Forest Park Ave.
               St. Louis, MO 63108
               USA

TO:            LBK Hamburg
               proresearch clinical research and development
               Ruebenkamp 148, Haus 10
               D-22291 Hamburg
               Germany
        Attn: Dr. Gabriele Schonharl-Voss


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