Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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            (k) Accounts for which Bank reasonably determines collection to be
            doubtful after inquiry and consultation with Borrower.

      "ELIGIBLE EQUIPMENT" is (a) general purpose computer equipment, office
equipment, test and laboratory equipment, furnishings, subject to the
limitations set forth herein, (b) two (2)demonstration machines located at
University of Iowa and University of Oklahoma, costing approximately One Million
Three Hundred Twenty Thousand Dollars ($1,320,000.00), (c) five (5)offsite test
machines, costing approximately One Hundred Thousand Dollars ($100,000.00) each,
and (d) Other Equipment that complies with all of Borrower's representations and
warranties to Bank and which is acceptable to Bank in all respects.

      "ELIGIBLE INVENTORY" is Borrower's Inventory, including raw materials,
located at its principal place of business (or any location permitted under
Section 7.2) that complies with representations and warranties in Section 5.2,
but does not include used, returned, obsolete, consigned, demonstrative
inventory, supplies, packing or shipping materials, or inventory pending
approval by the Food and Drug Administration, but may include work in progress.

      "EQUIPMENT" is all present and future machinery, equipment, tenant
improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest.

      "EQUIPMENT ADVANCE" is defined in Section 2.1.5.

      "EQUIPMENT LINE" is an Equipment Advance or Equipment Advances of up to
Two Million Dollars ($2,000,000.00).

      "ERISA" is the Employment Retirement Income Security Act of 1974, and its
regulations.

      "EXISTING LOANS" means, collectively the First Equipment Loan Agreement
and the Second Equipment Loan Agreement.

      "FIRST EQUIPMENT LOAN AGREEMENT" is that certain Loan and Security
Agreement by and between the Borrower and the Bank dated January 31, 2002.

      "FUNDING DATE" is any date on which an Equipment Advance is made to or on
account of Borrower.

      "FX FORWARD CONTRACT" is defined in Section 2.1.3.

      "FX RESERVE" is defined in Section 2.1.3.

      "GAAP" is generally accepted accounting principles.

      "GUARANTOR" is any present or future guarantor of the Obligations.

      "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.

      "INITIAL PUBLIC OFFERING" is Borrower's initial underwritten public
offering and sale of its securities, pursuant to an effective registration
statement under the Securities Act of 1933, as amended.


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