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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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period, including but not limited to any payment with Seller, then Seller will
have no obligation to continue performance under any agreement with Purchaser.

4.3      Payment of Lesser Amount

If Purchaser pays, or Seller otherwise receives, a lesser amount than the full
amount provided for under this Agreement, such payment or receipt will not
constitute or be construed other than as on account of the earliest amount due
Seller. Seller may accept any check or payment in any amount without prejudice
to Seller's right to recover the balance of the amount due or pursue any other
right or remedy. No endorsement or statement on any check or payment will
constitute or be construed as an accord or satisfaction.

4.4      Where Upon Installation or Completion

In respect of amounts payable upon completion of installation, where such
completion is delayed for any reason for which Seller is not responsible, the
Products will be deemed installed within 30 days of delivery and, if no other
terms were agreed in writing by the parties, the balance of payments will be due
no later than thirty (30) days thereafter, regardless of the actual date of
completion of installation.

4.5      Failure of Purchaser to Pay

Upon Purchaser's failure to pay when due any amount required to be paid to
Seller under this Agreement the, at Seller's election: (a) the entire amount of
any indebtedness and obligation due Seller under this Agreement and interest
thereon will become immediately due and payable without notice, demand, or
period of grace; (b) Purchaser will put Seller in possession of the Products
upon demand; (c) Seller may enter any premises where the Products are located
and take possession of the Products without notice or demand and without legal
proceedings; or (d) at the request of Seller, Purchaser will assemble the
Products and make them available to Seller at a place designated by Seller which
is reasonable and convenient to all parties. Where this Agreement is referred to
an attorney for collection or realization then Seller will be entitled to
recover amounts including, without limitation, a reasonable sum for attorneys
fees, expenses of title search, all court costs and other reasonable legal
expenses and where any partial collection is made, Purchaser will pay any
deficiency remaining after collection of or realization by Seller on the


5.1      Permits & Licenses

Purchaser will procure all necessary permits and licenses for shipment and
compliance with any governmental regulations concerning control of final
destination of Products.

5.2      Compliance With Regulations

Purchaser will not, directly or indirectly, violate any applicable law,
regulation or treaty, or any other international treaty or agreement relating to
the export or re-export of any Product or associated technical data, to which
the U.S. adheres or with which the U.S. complies. Purchaser will defend,
indemnify and hold Seller harmless from any claim, damage, liability or expense
(including but not limited to reasonable attorney fees) arising out of or in
connection with any violation of the preceding sentence. If Purchaser purchases
a Product at the domestic price and exports such Product, or transfers such
Product to a third party for export, outside of the U.S., Purchaser will pay to
Seller the difference between the domestic price and the international retail
price of such Product pursuant to the payment terms set forth herein. Purchaser
will deliver to Seller, upon Seller's request, written assurance regarding
compliance with this section in form and content reasonably acceptable to


6.1      Delivery Date

Delivery and completion schedules are approximate only and are based on
conditions at the time of acceptance of Purchaser's order by Seller. Seller will
make every reasonable effort to meet delivery date(s) quoted or acknowledged,
but will not be liable for any failure to meet such date(s). Partial shipments
may be made.

6.2      Risk of Loss, Title

Unless otherwise agreed to in writing, delivery will be complete upon transfer
of possession to common carrier, F.O.B. point of origin, whereupon title to and
all risk of loss, damage to or destruction of the Products will pass to
Purchaser. All freight charges and other transportation, packing and insurance
costs, license fees, customer duties and other similar charges will be the sole
responsibility of the Purchaser unless otherwise agreed to in writing by the
Seller. In the event of any loss or damage to any of the Products during
shipment, Purchaser should make claim against the carrier.


Seller will have a purchase money security interest in the Products (and all
accessories and replacements thereto and all proceeds thereof) until payment in
full by Purchaser and satisfaction of all other obligations of Purchaser
hereunder. Purchaser authorizes Seller to file (and Purchaser will promptly
execute, if requested by Seller) and (ii) irrevocably appoints Seller its agent
and attomey-in-fact to execute in the name of Purchaser and file, with such
authorities and at such locations as Seller may deem appropriate, any financing
statements required by applicable regulation with respect to the Products and/or
this Agreement. Purchaser also agrees that an original or a photocopy of this
Agreement (including any addenda, attachments and amendments hereto) may be
filed by Seller as a Uniform Commercial Code financing statement in the U.S.
Purchaser further represents and covenants that (a) it will keep the Products in
good order and repair until the purchase price has been paid in full, (b) it
will promptly pay all taxes and assessments upon the Products or the use
thereof, (c) it will not attempt to transfer any interest in the Products until
the purchase price has been paid in full, and (d) it is solvent and financially
capable of paying the full purchase price for the Products.


8.1      Orders Final

Orders accepted by Seller are not subject to change except upon written
agreement. Orders accepted by Seller are non-cancelable.

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