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.       Stereotaxis reserves the right from time to time in its sole
                  and absolute discretion, without thereby incurring any
                  liability to Distributor or otherwise, to discontinue or to
                  limit its production of any Product, to alter the design or
                  construction of any Product, and to add new and additional
                  Products. In case Stereotaxis decides to discontinue or limit
                  the Production of any product, then Stereotaxis will need to
                  give the Distributor a sixty (60) day written notice, and will
                  be bound to deliver Distributor any Product ordered prior to
                  the decision to discontinue or limit the production or during
                  the sixty (60) day notice period in order to limit potential
                  liabilities of Distributor toward its Customers.

         F.       Distributor agrees not to sell (i) as Stereotaxis products any
                  merchandise or accessories that have not been made, approved
                  in writing, or supplied by Stereotaxis or (ii) any merchandise
                  or accessories for use with or incorporation onto or into the
                  Products that, in Stereotaxis' sole and absolute discretion,
                  adversely affect the operation or safety of the Products.

         G.       Stereotaxis shall be responsible for using all reasonable
                  commercial efforts to obtain the necessary regulatory approval
                  for the Products from the European Union and shall be
                  responsible for all costs and expenses associated therewith.
                  Distributor and Stereotaxis agree to cooperate with each other
                  in order to obtain such approval.

         H.       Distributor agrees to comply with all laws and regulations of
                  the Territory pertaining to the importation, distribution,
                  sale and marketing of the Product in the Territory and agrees
                  to be responsible for obtaining all necessary regulatory
                  approvals in the Territory (other than as provided in Section
                  V.G.) and agrees to be responsible for all costs and expenses
                  associated therewith. Stereotaxis and Distributor agree to
                  cooperate with each other in order to comply with such laws
                  and regulations. Without limiting the generality of the
                  foregoing, Distributor agrees not to make any incorrect or
                  false claims regarding the features, operations or marketing
                  of any Product(s); not to make any incorrect or false claims
                  regarding the features, operations or marketing of any
                  Product(s); not to employ deceptive, illegal or unethical
                  practices in marketing the Product(s); and to represent
                  Stereotaxis in a way that will protect and enhance the
                  reputation of Stereotaxis.

         I.       The ownership of the legal and beneficial title to, the risk
                  of loss and the right to possession and control over, all of
                  the Products to be distributed by Distributor hereunder shall
                  be F.O.B. Origin (factory).

         J.       Payment for the Products shall be made in U.S. dollars within
                  sixty (60) days following the date of Stereotaxis' invoice.

VI.      Labeling

         A.       Stereotaxis shall provide Distributor with Product information
                  needed by Distributor to prepare labeling in compliance with
                  applicable laws and

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