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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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            (a) Bank shall issue or have issued Letters of Credit for Borrower's
account not exceeding (i) the lesser of the Revolving Line or the Borrowing Base
minus (ii) the outstanding principal balance of any Advances (including any Cash
Management Services), minus (iii) the amount of all Letters of Credit (including
drawn but unreimbursed Letters of Credit), plus an amount equal to any Letter of
Credit Reserves. The face amount of outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) may
not exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00). Each
Letter of Credit shall have an expiry date no later than 180 days after the
Revolving Maturity Date provided Borrower's Letter of Credit reimbursement
obligation shall be secured by cash on terms acceptable to Bank on and after (i)
the Maturity Date of the Revolving Line if the Maturity Date of the Revolving
Line is not extended by Bank, or (ii) the occurrence of an Event of Default
hereunder. All Letters of Credit shall be, in form and substance, acceptable to
Bank in its sole discretion and shall be subject to the terms and conditions of
Bank's form of standard Application and Letter of Credit Agreement. Borrower
agrees to execute any further documentation in connection with the Letters of
Credit as Bank may reasonably request.

            (b) The obligation of Borrower to immediately reimburse Bank for
drawings made under Letters of Credit shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement and such Letters of Credit, under all circumstances whatsoever.
Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss,
cost, expense or liability, including, without limitation, reasonable attorneys'
fees, arising out of or in connection with any Letters of Credit.

            (c) Borrower may request that Bank issue a Letter of Credit payable
in a currency other than United States Dollars. If a demand for payment is made
under any such Letter of Credit, Bank shall treat such demand as an Advance to
Borrower of the equivalent of the amount thereof (plus cable charges) in United
States currency at the then prevailing rate of exchange in San Francisco,
California, for sales of that other currency for cable transfer to the country
of which it is the currency.

            (d) Upon the issuance of any letter of credit payable in a currency
other than United States Dollars, Bank shall create a reserve (the "Letter of
Credit Reserve") under the Revolving Line for letters of credit against
fluctuations in currency exchange rates, in an amount equal to ten percent (10%)
of the face amount of such letter of credit. The amount of such reserve may be
amended by Bank from time to time to account for fluctuations in the exchange
rate. The availability of funds under the Revolving Line shall be reduced by the
amount of such reserve for so long as such letter of credit remains outstanding.

            2.1.3 FOREIGN EXCHANGE SUBLIMIT. If there is availability under the
Revolving Line and the Borrowing Base, then Borrower may enter in foreign
exchange forward contracts with the Bank under which Borrower commits to
purchase from or sell to Bank a set amount of foreign currency more than one
business day after the contract date (the "FX Forward Contract"). Bank shall
subtract 10% of each outstanding FX Forward Contract from the foreign exchange
sublimit, which sublimit is a maximum of Three Million Five Hundred Thousand
Dollars ($3,500,000.00) (the "FX Reserve"). The total FX Forward Contracts at
any one time may not exceed 10 times the amount of the FX Reserve. Bank may
terminate the FX Forward Contracts if an Event of Default occurs.

            2.1.4 CASH MANAGEMENT SERVICES SUBLIMIT. Borrower may use up to
Three Million Five Hundred Thousand Dollars ($3,500,000.00) for the Bank's Cash
Management Services, which may include merchant services, direct deposit of
payroll, business credit card, and check cashing services identified in the


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