Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                  appoint the third arbitrator, who shall be neither a citizen
                  nor resident of either the United States or the Territory,
                  within thirty (30) days of the appointment of the second
                  arbitrator. The language of the arbitration shall be English,
                  and all three arbitrators must be fluent in English.

         B.       Each Party acknowledges and agrees that arbitration pursuant
                  to this Section shall be the sole and exclusive procedure for
                  resolving any Dispute, and that any award rendered by the
                  arbitral tribunal shall be final and binding upon the parties.
                  Judgment upon the award may be entered, and application for
                  judicial confirmation or enforcement of the award may be made,
                  in any competent court having jurisdiction thereof, and the
                  parties hereto submit to the jurisdiction of such court for
                  purposes of enforcement of this Section and any award rendered
                  hereunder.

         C.       In the event of any Dispute, the parties shall continue to
                  perform their respective obligations under this Agreement
                  during the pendency of arbitration proceedings unless and
                  until the arbitral tribunal otherwise orders.

         D.       The expenses of the arbitration, including all arbitrators'
                  and attorneys' fees, shall be borne by the non-prevailing
                  Party unless the arbitral tribunal determines that it would be
                  unjust or inequitable by reason of the substantive effect of
                  its award to have one Party bear all such expenses and fees,
                  in which case it shall, in its award, so divide and allocate
                  all such expenses on a basis which it determines to be just
                  and equitable in the circumstances.]

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