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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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cash management services agreements related to such Cash Management Services
(the "Cash Management Services"). Such aggregate amounts utilized under the Cash
Management Services Sublimit shall at all times reduce the amount otherwise
available for Credit Extensions under the Revolving Line. Any amounts Bank pays
on behalf of Borrower or any amounts that are not paid by Borrower for any Cash
Management Services will be treated as Advances under the Revolving Line and
will accrue interest at the interest rate applicable to Advances.

            2.1.5 EQUIPMENT ADVANCES.

            (a) Availability. Through June 30, 2004 (the "Equipment Availability
End Date"), Bank shall make advances ("Equipment Advance" and, collectively,
"Equipment Advances") not exceeding the Equipment Line. The Equipment Advances
may only be used to finance Eligible Equipment purchased (i) on and after March
31, 2003 through September 30, 2003, and (ii) on and after October 1, 2003 and
through December 31, 2004. No Equipment Advances may exceed 100% of the
equipment invoice (with the exception of Eligible Equipment purchased between
March 31, 2003 and September 30, 2003, for which Equipment Advances shall be
equal to 100% of the aggregate net book value of such Eligible Equipment)
excluding taxes, shipping, warranty charges, freight discounts and installation
expense relating to such Equipment, unless such costs constitute Other
Equipment. Borrower shall provide Bank with equipment invoices (aggregate book
value for Eligible Equipment purchased between March 31, 2003 and September 30,
2003) totaling the aggregate Equipment Advances made hereunder, on or before
December 31, 2004. In the event that the total outstanding Equipment Advances as
of December 31, 2004, is less than the aggregate invoices (aggregate book value
for Eligible Equipment purchased between March 31, 2003 and September 30, 2003)
for Eligible Equipment for the periods referenced above (the "Equipment Value"),
the Bank may, at its sole and absolute discretion, demand, and Borrower shall
immediately pay Bank, the difference between the outstanding Equipment Advances
and the Equipment Value. The Borrower may only request a total of two (2)
Equipment Advances under the Equipment Line. After repayment, Equipment Advances
may not be reborrowed.

            (b) Interest. Interest accrues from the date of each Equipment
Advance fixed at the per annum rate of seven percent (7.0%) and is payable

            (c) Repayment. Each Equipment Advance is payable in (a) thirty-six
(36) consecutive equal monthly installments of principal, plus, (b) monthly
payments of accrued interest, beginning on the first calendar day of each month
following the Funding Date with respect to such Equipment Advance, and
continuing thereafter on the first calendar day of each successive calendar
month (each a "Payment Date"). All unpaid principal and interest is due and
payable in full on the last Payment Date with respect to such Equipment Advance.
Payments received after 12:00 noon Eastern time are considered received at the
opening of business on the next Business Day.

            (d) To obtain an Equipment Advance, Borrower must notify Bank (the
notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1)
Business Day before the day on which the Equipment Advance is to be made. The
notice in the form of Exhibit B (Payment/Advance Form) must be signed by a
Responsible Officer or designee and include a copy of the invoice for the
Equipment being financed.

            2.1.6 UNDISBURSED CREDIT EXTENSIONS. The Bank's obligation to lend
the undisbursed portion of the Obligations shall terminate if, in Bank's sole
discretion, there has been a Material Adverse Change, or there has been any
material adverse deviation by Borrower from the most recent business plan of
Borrower presented to and accepted by Bank prior to the execution of this

      2.2 OVERADVANCES. If Borrower's Obligations under Section 2.1.1, 2.1.2,
2.1.3., and 2.1.4 exceed the lesser of either (i) the Revolving Line or (ii) the
Borrowing Base, Borrower must immediately pay in cash to Bank the excess.



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