Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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5.5 EFFECT OF PAYMENT

The time and method of payment shall not alter the time at which title to Items
passes to Stereotaxis nor shall it preclude revocation of acceptance as
permitted by law. As to Items that are non-conforming, Stereotaxis may revoke
acceptance, recover and offset or adjust payments in respect of such Items, and
return same to Supplier, in which case title shall revert to Supplier, or
Stereotaxis may enforce any of its other remedies for non-conforming Items,
including warranty remedies.

6. PRICING FRAMEWORK

Attachment 1 contains Contract Prices for all Items.

Any remaining balance of undelivered Items on open Purchase Orders as of the
date of this Agreement will not become subject to the Contract Prices on the
Effective Date of this Agreement.

Specific circumstances may result in mutual review and mutually agreed written
changes of Agreement terms, including Contract Prices. These circumstances
include, but are not limited to:

         (a)      Volume increases or decreases resulting in an increase or
                  decrease in the value of the Agreement value of over [***]
                  (subsequent to completion of negotiations on the existing
                  prices);

         (b)      Addition or subtraction of Items to the Agreement increasing
                  or decreasing the value of the Agreement over [***];

         (c)      Cost reductions/savings in Supplier's performance plan; and

         (d)      Changes in market prices for equivalent materials and
                  services.

Unless otherwise indicated, prices are exclusive of all city, state and federal
taxes. Any taxes which Supplier may be required to pay or collect under any
existing or future law upon or with respect to the sale, purchase delivery,
storage, processing, use or consumption of any of the material covered hereby,
including taxes upon or measured by the receipts from the sale, thereof, shall
be for the account of Stereotaxis and Stereotaxis shall promptly pay such amount
to Supplier upon demand.

Both Stereotaxis and Supplier will separately and jointly work towards
identifying process and product changes that will reduce cost. Supplier will
participate in benefits of cost savings under Contract Prices so as to preserve
a commercially reasonable profit margin to Supplier.

7. TECHNICAL ISSUES

7.1 ENGINEERING CHANGE ORDERS

Stereotaxis may change its drawings, design, and Specifications at any time and
generate a proposed Engineering Change Order (ECO). A Stereotaxis supplier
engineer will review with Supplier all proposed ECO's that affect the form, fit,
or function of Items. Stereotaxis will provide, in writing, approved ECO's
indicating the effective dates of all changes. Unless otherwise notified,
Stereotaxis' receiving inspection will inspect to the latest revision in effect
at the time of receipt of Items.

Supplier may submit requests for engineering changes to an Item, submitting the
proposed change and reasons for change. Reasons for change may include but are
not limited to:

         (a)      Manufacturability of Items

         (b)      Cost reduction opportunities

         (c)      Enhanced reliability of Items

         (d)      Safety of manufacture, transportation or use of items

Such changes may include without limitation changes in component parts, testing
or manufacturing procedures or cosmetic changes.

[*** Indicates portions of this exhibit that have been omitted and filed 
separately with the Securities and Exchange Commission pursuant to a request 
for confidential treatment.]

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