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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         E.       The right of termination, as provided herein, is absolute and
                  the parties recognize that termination of this Agreement may
                  result in loss or damage to either Party, but hereby expressly
                  agree that neither Party shall be liable to the other by
                  reason of any loss or damage resulting from the termination of
                  this Agreement by the other for cause including, without
                  limitation, any loss of prospective profits, or any damage
                  occasioned by loss of goodwill or by reason of any
                  expenditures, investments leases or commitments made in
                  anticipation of the continuance of this Agreement. Without
                  limiting the generality of the foregoing reciprocal releases
                  of liability for loss or damage occasioned by termination,
                  Distributor agrees that Stereotaxis may, at any time, be at
                  liberty to negotiate with and appoint any other person, firm
                  or corporation with respect to the replacement of Distributor
                  in whole or in part as a distributor in the Territory, and
                  Stereotaxis shall not be liable or responsible to Distributor
                  for any loss of profits or other damage that may be suffered
                  by Distributor by reason of any publicity attendant upon any
                  such negotiation or appointment or otherwise.

         F.       Any notice of termination shall be deemed fully and completely
                  given upon the posting of the same by registered or certified
                  mail, return receipt requested, in an envelope properly
                  addressed to the other Party at the address set forth above or
                  to such other or further address as such other Party, by like
                  notice, may have theretofore designated or by personal
                  delivery to the office of the other Party.

XIV.     Rights and Obligations of the Parties Upon Termination.

         A.       Upon the giving by either Party of notice of termination,
                  Stereotaxis shall have the following rights, each exercisable
                  in its sole and absolute discretion:

                  1.       to reject, in whole or in part, any order or orders
                           for the Products theretofore submitted by

                  2.       Upon termination of the Agreement, the Distributor
                           shall be entitled to receive the products that are
                           necessary to fill valid and binding orders received
                           from its customers before termination and/or to
                           respect contractual obligation undertaken with Public
                           Hospitals through tendering procedures before
                           termination. To this extent, within 20 days from
                           effective termination date, the Distributor will
                           provide Stereotaxis with a detailed list of the
                           binding orders received from its Customers and of the
                           contractual obligation undertaken to Public Hospital
                           before termination, together with an estimate of the
                           requested delivery dates of such products. For these
                           supplies, if termination is a consequence of Ab
                           Medica's breach of its contractual obligations,
                           Stereotaxis will be entitled to demand anticipated or
                           immediate payment of the merchandise to be delivered.

                  3.       to purchase from Distributor at such time or times,
                           within the ninety day period immediately following
                           the termination date or such other period as
                           Stereotaxis in its sole discretion may determine, and
                           on the terms and conditions hereinafter set forth all
                           or any portion of Distributor's inventory


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