Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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            (a) Default Rate. After an Event of Default, Obligations shall bear
interest at five percent (5.0%) above the rate effective immediately before the
Event of Default. The applicable interest rate hereunder shall increase or
decrease when the Prime Rate changes. Interest is computed on the basis of a 360
day year for the actual number of days elapsed.

            (b) Payments. Interest is payable on the first calendar day of each
month. Payments received after 12:00 noon Eastern time are considered received
at the opening of business on the next Business Day. When a payment is due on a
day that is not a Business Day, the payment is due the next Business Day and
additional fees or interest, as applicable, shall continue to accrue.

            (c) Debit of Accounts. Bank may debit any of Borrower's deposit
accounts including Account Number __________ for principal and interest payments
or any amounts Borrower owes Bank. Bank shall promptly notify Borrower when it
debits Borrower's accounts. These debits shall not constitute a set-off.

      2.4 FEES. Borrower shall pay to Bank:

            (a) Revolving Line Commitment Fee. (i) A fully earned,
non-refundable commitment fee of Forty Thousand Dollars ($40,000.00) due on the
Closing Date, and (ii) a fully earned, non-refundable commitment fee of Twenty
Thousand Dollars ($20,000.00) due on the Closing Date and payable on the first
(1st) anniversary of the Closing Date.

            (b) Equipment Line Commitment Fee. A fully earned non-refundable
commitment fee of Ten Thousand Dollars ($10,000.00); and

            (c) Equipment Line Prepayment Fee. In the event that any portion of
the Equipment Line is repaid in connection with the proceeds of a debt
refinancing by another lender, prior to the scheduled payments of principal and
interest hereunder, the Borrower shall immediately pay a Prepayment Fee, as
defined herein, if and when applicable;

            (d) Premium Event Fee. As defined herein, if and when applicable;
and

            (e) Bank Expenses. All Bank Expenses (including reasonable
attorneys' fees and expenses) incurred through and after the Closing Date, when
due.

      2.5 ADDITIONAL COSTS. If any new law or regulation increases Bank's costs
or reduces its income for any loan, Borrower shall pay the increase in cost or
reduction in income or additional expense; provided, however, that Borrower
shall not be liable for any amount attributable to any period before 180 days
prior to the date Bank notifies Borrower of such increased costs. Bank agrees
that it shall allocate any increased costs among its customers similarly
affected in good faith and in a manner consistent with Bank's customary
practice.

3     CONDITIONS OF LOANS

      3.1 CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION. The Bank's
obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, the following:

            (a) this Agreement;

            (b) a certificate of the Secretary of Borrower with respect to
articles, bylaws, incumbency and resolutions authorizing the execution and
delivery of this Agreement;


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