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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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      "CREDIT EXTENSION" is each Advance, Equipment Advance, Letter of Credit,
F/X Forward Contract, or any other extension of credit by Bank for Borrower's

      "CURRENT LIABILITIES" are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year, which shall include, without
limitation, all short term and long term obligations and liabilities of Borrower
to Bank.

      "DEFERRED REVENUE" is all amounts received in advance of performance under
contracts and not yet recognized as revenue.

      "ELIGIBLE ACCOUNTS" are billed Accounts in the ordinary course of
Borrower's business that meet all Borrower's representations and warranties in
Section 5.2; but Bank may change eligibility standards by giving Borrower
notice. Unless Bank agrees otherwise in writing, Eligible Accounts shall not

            (a) Accounts that the account debtor has not paid within one hundred
            twenty (120) days of invoice date;

            (b) Accounts for an account debtor, fifty percent (50%) or more of
            whose Accounts have not been paid within one hundred twenty (120)
            days of invoice date;

            (c) Credit balances over ninety (90) days from invoice date;

            (d) Accounts for an individual account debtor, whose total
            obligations to Borrower exceed Eight Hundred Thousand Dollars
            ($800,000.00) shall be excluded (but only with respect to that
            portion of the total obligations which exceed that amount, unless
            Bank approves in writing);

            (e) Accounts for which the account debtor does not have its
            principal place of business in the United States, unless those
            Accounts are: (i) billed and collected in the United States, (ii)
            invoiced by Medlink, Inc; (iii) covered by credit insurance
            satisfactory to the Bank, less any deductible; or (iv) supported by
            letter(s) of credit acceptable to Bank;

            (f) Accounts for which the account debtor is a federal, state or
            local government entity or any department, agency, or
            instrumentality thereof;

            (g) Accounts for which Borrower owes the account debtor, but only up
            to the amount owed (sometimes called "contra" accounts, accounts
            payable, customer deposits or credit accounts);

            (h) Accounts for demonstration or promotional equipment, or in which
            goods are consigned, sales guaranteed, sale or return, sale on
            approval, bill and hold, or other terms if account debtor's payment
            may be conditional;

            (i) Accounts for which the account debtor is Borrower's Affiliate,
            officer, employee, or agent;

            (j) Accounts in which the account debtor disputes liability or makes
            any claim and Bank believes there may be a basis for dispute (but
            only up to the disputed or claimed amount), or if the account debtor
            is subject to an Insolvency Proceeding, or becomes insolvent, or
            goes out of business;


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