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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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      "PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

      "PREMIUM EVENT" is the occurrence of: (i) the Initial Public Offering,
or (ii) the consummation of the sale of substantially all assets of the

      "PREMIUM EVENT FEE" is a fully earned, non-refundable fee of
Twenty-Thousand Dollars ($20,000.00), due on the date of the Premium Event.

      "PREPAYMENT FEE" shall be an amount equal to :

            (a) for a prepayment made between the Closing Date and April 29,
            2005, two percent (2.0%) of the principal amount repaid; or

            (b) for a prepayment made at any time after April 29, 2005 and prior
            to the scheduled payments of principal and interest hereunder, one
            percent (1.0%) of the principal amount repaid.

      "PRIME RATE" is the greater of: (i) Bank's most recently announced "prime
rate," even if it is not Bank's lowest rate, and (ii) four percent (4.0%).

      "QUICK ASSETS" is, on any date, the Borrower's consolidated, unrestricted
cash, cash equivalents, net billed accounts receivable and investments with
maturities of fewer than 12 months determined according to GAAP.

      "RESPONSIBLE OFFICER" is each of the Chief Executive Officer, President,
Chief Financial Officer and Controller of Borrower.

      "REVOLVING LINE" is an Advance or Advances of up to Eight Million Dollars

      "REVOLVING MATURITY DATE" is April 29, 2006.

      "SECOND EQUIPMENT LOAN AGREEMENT" is that certain Loan and Security
Agreement by and between the Borrower and the Bank dated September 30, 2002.

      "SUBORDINATED DEBT" is debt incurred by Borrower subordinated to
Borrower's debt to Bank (pursuant to a subordination agreement entered into
between the Bank, the Borrower and the subordinated creditor), on terms
acceptable to Bank.

       "SUBSIDIARY" is any Person, corporation, partnership, limited liability
company, joint venture, or any other business entity of which more than 50% of
the voting stock or other equity interests is owned or controlled, directly or
indirectly, by the Person or one or more Affiliates of the Person.

      "TANGIBLE NET WORTH" is, on any date, the consolidated total assets of
Borrower and its Subsidiaries minus (i) any amounts attributable to (a)
goodwill, (b) intangible items including unamortized debt discount and expense,
patents, trade and service marks and names, copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already
deducted from assets, minus (ii) Total Liabilities, plus (iii) Subordinated


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