Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         A.       In no event will Stereotaxis' liability hereunder exceed the
                  actual loss or damage sustained by Distributor, up to the
                  purchase price of the Products.

         B.       STEREOTAXIS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE
                  OR ANTICIPATED PROFITS, LOSS OF STORED, TRANSMITTED OR
                  RECORDED DATA, OR FOR ANY INCIDENTAL, UNFORESEEN, SPECIAL,
                  PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
                  CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE
                  PRODUCTS. This provision does not affect third party claims
                  for personal injury arising as a result of Stereotaxis'
                  negligence or product defect. THE FOREGOING IS A SEPARATE,
                  ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON
                  THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.

X.       INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

         A.       Infringement by Stereotaxis. Stereotaxis warrants that the
                  Products manufactured by Stereotaxis and sold hereunder do not
                  infringe any patent or copyright in the Territory. If
                  Distributor receives a claim that any such Product, or parts
                  thereof, infringe upon the rights of others under any U.S.
                  patent or copyright, Distributor will notify the Stereotaxis
                  in writing. As to all infringement claims relating to Products
                  or parts manufactured by Stereotaxis or one of its affiliates:

                  (1)      Distributor will give Stereotaxis information,
                           assistance and exclusive authority to evaluate,
                           defend and settle such claims; and

                  (2)      Stereotaxis will then, at its own expense, defend or
                           settle such claims, procure the right to use the
                           Products, or remove or modify them to avoid
                           infringement. If none of these alternatives is
                           available on terms reasonable to Stereotaxis, then
                           Distributor will return (or cause to be returned) the
                           Products to Stereotaxis, and Stereotaxis will refund
                           to Distributor the purchase price paid by the
                           Distributor less reasonable depreciation for
                           Distributor's use of the Products.

         B.       Infringement by Distributor. If some or all of the Products
                  sold hereunder are made by Stereotaxis pursuant to drawings or
                  specifications furnished by the Distributor or one of its
                  customers, or if the Distributor modifies or combines,
                  operates or uses the Products other than as specified by
                  Stereotaxis or with any product, data, software, apparatus or
                  program not provided or approved by Stereotaxis, then the
                  indemnity obligation of Stereotaxis under Section 13.1 will be
                  null and void and should a claim be made that such Products
                  infringe the rights of any third party under patent, trademark
                  or otherwise, then Distributor will indemnify and hold
                  Stereotaxis harmless against any liability or expense,
                  including reasonable attorneys fees, incurred by Stereotaxis
                  in connection therewith.

XI.      DESIGNS AND TRADE SECRETS/LICENSE

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