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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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Stereotaxis' request, Supplier will ensure Stereotaxis' access to any sub-tier
supplier facility for the purpose of conducting on-site quality audits of such
sub-tier supplier.


Supplier agrees to provide Stereotaxis with a quality plan that will include a
timeline showing critical milestones for the implementation of all the
requirements of the Quality Requirements Document. Periodic assessment of this
quality plan may be conducted by Stereotaxis' quality organization to ensure
conformance to requirements.


First Article inspections for Items shall be conducted by Supplier in compliance
with the Quality Requirements Document.

A new component, a component with revised drawings, or components manufactured
after a change in Supplier's manufacturing location or other changes as
delineated in the Quality Requirements Document, must have a First Article of
such component evaluated and accepted by Supplier, prior to incorporation into
Items. Supplier will maintain a First Article qualifications/evidence data file
with content as defined by Stereotaxis for the components. Stereotaxis may
conduct a First Article validation on any subassembly or component at any time.



In recognition of the complexity of the Items to be produced and the long
lead-times associated with production of Items, Stereotaxis agrees that certain
deposits shall be made upon placement of Purchase Orders and upon completion of
certain milestones. Such deposits and their application to invoices are detailed
in Attachment 2.


All invoices must be sent directly to Stereotaxis' Accounts Payable Department.
Invoices shall contain the following information: Purchase Order number, Item
number, description, sizes, quantities, unit prices, and extended totals in
addition to tax amounts and any other information requested. Stereotaxis'
payment of an invoice or other account does not in itself represent
unconditional acceptance of Items and Stereotaxis may revoke acceptance at any
time until final inspection and acceptance of Items. All payments made prior to
receipt, inspection, and final acceptance by Stereotaxis will be subject to
adjustment for errors, shortages, non-conformities or defects. Stereotaxis shall
not be required to elect among its remedies, including revocation of acceptance
and remedies for breach of warranty or non-conformity.


Payment will be made net forty-five (45) days from receipt of invoice, in form
and substance acceptable to Stereotaxis. Supplier shall generate invoices upon
evidence being sent to Stereotaxis of satisfactory completion of Acceptance Test
Procedure on Items.

Stereotaxis may request Supplier to store completed Items until Supplier is
instructed to ship Items to locations specified by Stereotaxis.


Stereotaxis is authorized by Supplier to make payments under this Agreement by
either check or electronic funds transfer. Supplier will provide Stereotaxis
with the required bank routing coordinates and other information that may be
required by Stereotaxis to establish electronic funds transfer capability. All
payments will be made in United States currency.

Supplier shall quote all prices in US dollars; prices for foreign manufactured
Items will not be adjusted to reflect changes in the exchange rate.

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