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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         employees and agents having access to such Confidential INFORMATION OF 
         receiving Party's confidentiality obligations.

6.2      The aforementioned obligation shall not apply to INFORMATION which is:

6.2.1    published or otherwise made available to the public other than by a 
         breach of this Agreement; or

6.2.2    rightfully received by a Party from a third party without confidential
         obligation; or

6.2.3    shown through competent evidence to have been independently developed
         by the other Party without reference to the INFORMATION; or to have
         been known by the receiving Party prior to its first receipt of such
         INFORMATION from the other Party; or

6.2.4    required to be disclosed pursuant to a legal, judicial, or
         administrative proceeding, or by law; or

6.2.5    approved for disclosure by prior written consent of an authorized
         corporate representative of the disclosing Party.

6.3      The aforementioned obligations do apply accordingly with regard to
         DEVELOPMENT RESULTS of the other Party.

6.4      The non-disclosure obligations set forth in this Section 6 shall
         survive expiration or termination of this Agreement by three (3) years.

6.5      Press releases or other information on the conclusion/content of this
         Agreement shall only be made available to third parties/press agencies
         (other than disclosure by Stereotaxis in relation to raising private
         equity funds or as legally required pursuant to an initial public
         offering of equity) with the prior written consent of the other Party
         hereto such consent not to be unreasonably withheld.


7.1      Provided it complies with the provisions of Section 2.4 above, no party
         shall be liable towards the other party in the case that the
         DEVELOPMENT WORK cannot be successfully completed as per Section 2.5.

7.2      The sole obligation of each party with respect to its INFORMATION and
         DEVELOPMENT RESULTS shall be to forward same to the other party as
         provided in this Agreement, and, to correct errors that might have
         occurred in this INFORMATION and DEVELOPMENT RESULTS without undue
         delay after such errors become known to the party which forwarded the

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