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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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         (c) Stereotaxis may from time to time develop additional software
options which will be available for sale to SAM or if SAM declines, for sale to
customers directly. Each of these software options may have annual license fees
which will be the responsibility of SAM from the date the option is sold. These
annual license fees will also continue after the termination or expiration of
this Agreement.


       (a) SAM and Stereotaxis will mutually agree upon [***] promotional sites
[***]. SAM will cooperate to facilitate timely installation of these systems in
[***]. [***] sites are targeted to be installed in [***] in order to qualify as
research institutions for their respective applications. [***].

       (b) [***].

       (c) Stereotaxis and SAM to cooperate so as to jointly exhibit at trade
shows set forth in SCHEDULE B in 2004 and 2005. [***].


       (a) Notwithstanding any other provision of this Agreement, this Agreement
may be terminated (i) by the Parties at any time and for any reason upon the
Parties' mutual written agreement, or (ii) by either Party for a material breach
by the other Party if such breach continues unremedied for a period of thirty
(30) days after receipt by the breaching Party of notice of the breach from the
non-breaching Party.

       (b) This Agreement shall be construed and enforced in accordance with the
laws of the State of New York, USA.

       (c) All disputes arising out of this Agreement shall be finally resolved
by arbitration conducted in the English language in accordance with the

[*** Indicates portions of this exhibit that have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.] 


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