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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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First Article and Source Inspections shall be conducted in compliance with the
quality provisions of this Agreement (Section 4).


Supplier agrees to maintain capability to provide Items and technical and
service support to Stereotaxis for all of the Items for a minimum of five (5)
years from the date of final shipment of an Item to Stereotaxis. Alternatively,
the parties may agree to establish a product support period of less than five
(5) years, provided that Supplier agrees to sell to Stereotaxis as part of such
alternative a non-exclusive, irrevocable, royalty free, worldwide and
transferable license of intellectual property to make, or have made the Items,
in a form and on terms acceptable to Stereotaxis.



All Items are warranted to meet all applicable Stereotaxis Specifications as
stated in this Agreement (including all Attachments, technical Specifications
and manufacturing work instructions). Supplier will replace or repair defective
Items at Supplier's expense within the time period necessary to meet
Stereotaxis' production requirements. Supplier is required to use the most
expeditious manner possible to effect the corrections; at Stereotaxis' request,
in certain circumstances, Suppliers may be asked to provide new Items in lieu of
repairing a part to ensure immediate corrective action or credit for the failed

Stereotaxis will notify Supplier of defects and obtain a Return Material
Authorization number from the Supplier. Stereotaxis will then return the Item to
the Supplier together with a discrepant material report ("DMR"). Supplier will
promptly respond as appropriate to meet the production or repair requirements of
Stereotaxis. A corrective action process to resolve nonconformance will be
documented and used by the parties. In addition, Supplier will participate in
continuous improvement plans and programs as defined by Stereotaxis and

Should any Item fail to conform to the Specifications established in this
Agreement, in addition to any other remedies in this Agreement, Stereotaxis may
purchase products comparable to the items or substitutes for Items in the open
market or from other suppliers as necessary to meet its requirements.


Stereotaxis will, at its option, return at its expense Items that do not conform
to Stereotaxis' requirements due to Stereotaxis' errors. These Items will be
returned to Supplier for repair or potential rework. Stereotaxis and Supplier
will agree in advance of repairs on "standard" repair costs (labor, Items and
freight) for Items not covered under warranty.

Prior to Supplier's return of a repaired Item to Stereotaxis, Supplier will mark
such Item with Stereotaxis' part number, and serial number. Stereotaxis shall
bear the risk of loss or damage during transit of repaired or reworked Items
whether or not the Items meet warranty or other requirements.


Supplier warrants (a) that, for a period of 12 months from delivery to
Stereotaxis, all Items delivered to Stereotaxis (i) will be free from defects in
workmanship, material, and manufacture, (ii) will comply with the requirements
of this Agreement, and (iii) to the extent design is Supplier's responsibility,
will be free from defects in design and (b) that all services will be performed
in a competent, professional and workmanlike manner, free from defects and in
accordance with the best professional practices in the industry. Supplier
further warrants that all Items purchased or repaired will consist of new
materials (not used, recycled or of such age as to impair its 

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