Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         -  if the other party hereto is declared bankrupt or otherwise
            cannot fulfill its financial obligations; or

         -  if the other party hereto substantially defaults in the
            performance of this Agreement and does not remedy the default
            within 4 weeks after receipt of a relevant written request of
            the one party; or

         -  if the other party comes under direct or indirect control or
            direction of any other entity competing with the one party.

9.3      Sections 6,7,8,10 and 11 shall survive termination of this Agreement.

10.      ARBITRATION

10.1     Any differences or disputes arising from this Agreement or from
         agreements regarding its performance shall be settled by an amicable
         effort on the part of both parties to the Agreement. An attempt to
         arrive at a settlement shall be deemed to have failed as soon as one of
         the parties to the Agreement so notifies the other party in writing.

10.2     If an attempt at settlement has failed, the disputes shall be
         finally settled under the Rules of Conciliation and Arbitration
         of the International Chamber of Commerce in Paris (Rules) by three
         arbitrators appointed in accordance with the Rules.

10.3     The place of arbitration shall be Berne, Switzerland. The procedural 
         law of this place shall apply where the Rules are silent.

10.4     The arbitral award shall be substantiated in writing. The arbitral
         tribunal shall decide on the matter of costs of the arbitration.

11.      SUBSTANTIVE LAW

         All disputes shall be settled in accordance with the provisions of
         this Agreement and all other agreements regarding its performance, 
         otherwise in accordance with the substantive law in force in the
         Canton of Berne, Switzerland, without reference to other laws.

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