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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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Supplier shall request any such engineering changes via a detailed letter and
shall submit such request to Stereotaxis designated buyer who shall submit such
request to the appropriate Stereotaxis engineering personnel.

The Supplier shall not implement any changes (and Supplier shall not ship any
Items with any such changes) until written permission to proceed is given by
Stereotaxis' authorized purchasing representative and the Purchase Order is
modified accordingly.


Any tooling which is built or procured by Supplier and which is unique to the
Items and/or relevant to the manufacture, testing, maintenance, repair or
troubleshooting of Items and has not previously been charged to Stereotaxis
will, upon Stereotaxis' request, be sold to Stereotaxis by Supplier at [***].

Supplier agrees to provide a separate line Item quote for tooling. Stereotaxis
will, upon its agreement to a quote for tooling, pay for the tooling cost
separately. Title to any non-unique tooling shall remain with Supplier, unless
required to allow production continuation as described in Section 2.

Supplier shall not at any time use the tools (including test fixtures) furnished
by or purchased from or by Stereotaxis ("Stereotaxis tooling") for the
production of goods for persons other than Stereotaxis or in any manner other
than in performance of this Agreement without Stereotaxis' written approval.
Supplier will use commercially reasonable best efforts to maintain the
Stereotaxis tooling in good condition and repair and to provide all necessary
calibration services for the Stereotaxis tooling. Stereotaxis and Supplier agree
to execute a tooling loan agreement as set out in Attachment 3 for any
Stereotaxis tooling in Supplier's possession. Supplier will be responsible for
obtaining the requisite insurance coverage and conducting appropriate
inspections for such loaned tooling.


For the term of this Agreement, Supplier will not make changes to the design of
any Item that may alter the Specifications, form, fit, function or manufacturing
process of such Items, without first submitting a detailed written description
of proposed changes to Stereotaxis' authorized representative. Supplier may make
such authorized design changes only upon obtaining prior written approval from
Stereotaxis' authorized purchasing representative and modification of Purchase
Orders relating to the Item in question.

If Stereotaxis' design changes affect the pricing, delivery, lead-time, or other
terms and conditions of this Agreement and the parties cannot agree upon
alternate terms, then Stereotaxis may remove the affected Items from this
Agreement without affecting the remaining Items.


Supplier agrees to inform Stereotaxis of any process or sub-tier supplier
changes to Items, including without limitation any changes in the manufacturing
process of a sub-tier supplier, even when Specifications are being met. Supplier
must receive approval in writing from Stereotaxis before implementing such


Supplier shall not subcontract for components, processes or completed or
substantially completed Items supplied to Stereotaxis without prior written
approval from Stereotaxis. Supplier will ensure that all sub-tier suppliers of
Supplier who have access (directly or indirectly) to Stereotaxis' specifications
or internal Stereotaxis data or other Confidential Information will sign and be
governed by an Non-Disclosure Statement (NDA) that is similar in form and
substance to Stereotaxis' NDA with Supplier. Approval by Stereotaxis of a
subcontractor selected by Supplier shall not alter Supplier's obligations to

[*** 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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