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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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11.3     Sections 6, 7, 8, 11, 12 shall survive termination of this Agreement.


12.1     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.

12.2     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.

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

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


         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.


14.1     This Agreement may not be released, discharged, abandoned, changed or
         modified in any manner, except by an instrument in writing signed on
         behalf of each of the parties hereto by their duly authorized

14.2     The failure of any party hereto to enforce at any time any of the
         provisions of this Agreement shall in no way be construed to be a
         waiver of any such provision, nor in any way to affect the validity of
         this Agreement or any part thereof or the right of any party thereafter
         to enforce each and every such provision. No waiver of any breach of
         this Agreement shall be held to be a waiver of any breach of this
         Agreement shall be held to be a waiver of any other or subsequent

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