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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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usefulness or safety, except as may be approved in advance by Stereotaxis).
These warranties are in addition to all other warranties, whether expressed or
implied, and will survive any delivery, inspection, acceptance, or payment by
Stereotaxis. If any Items delivered by Supplier do not meet the warranties
specified herein or otherwise applicable, Stereotaxis may, at its option, take
one or more of the following actions and/or any other action permitted by law or

         (i)      Require Supplier to correct at no cost to Stereotaxis any
                  defective or nonconforming Items by repair or replacement;

         (ii)     Return such defective or nonconforming Item at Supplier's
                  expense to Supplier and recover from Supplier the purchase
                  price thereof; or

         (iii)    Notify the Supplier that Stereotaxis will correct the
                  defective or nonconforming Item itself and charge Supplier
                  with the reasonable cost of such correction.

Stereotaxis' approval of Supplier's material or design will relieve Supplier of
the warranties established in this agreement. If Stereotaxis waives any drawing
or specification requirement for one or more of the Items, it will not
constitute a waiver of all requirements for the remaining Items to be delivered
unless stated by Stereotaxis in writing.



This Agreement may be terminated by Stereotaxis if:

         a)       Supplier fails to perform its obligations to deliver Items
                  that meet the specifications agreed upon by Stereotaxis and
                  Supplier, and fails to cure such deficiencies within 30 days
                  of Stereotaxis' written notice;

         b)       Supplier fails to perform its obligations to deliver Items
                  within the agreed upon delivery schedule, for reasons that are
                  within its control, and fails to cure such deficiencies within
                  30 days of Stereotaxis' written notice; or,

         c)       Supplier fails to meet documented market prices received from
                  other potential suppliers that are capable of producing Items,
                  with terms, conditions, and specifications being materially
                  the same as those offered by Supplier. In this case,
                  Stereotaxis will provide Supplier evidence of market pricing,
                  name the potential competition, provide Supplier with evidence
                  of potential supplier's capability to produce Items, and allow
                  Supplier 30 days to study its own cost model in order to
                  respond to such pricing.


This Agreement may be terminated by Supplier if:

         a)       Stereotaxis fails to make payments as they become due
                  (provided such payments are not subject to bona fide dispute)
                  and fails to cure such breach of this Agreement within 30 days
                  of receipt of written notification by Supplier. By termination
                  the Agreement for this reason, Supplier does not relinquish
                  its rights under law to collect payments as properly due. In
                  this case, Supplier reserves the right to charge a financing
                  charge of 1.5% per month until amounts properly due are


Stereotaxis and Supplier shall each provide the other with notice of any of the
termination events described above and provide the other with an opportunity to
cure such default within 30 days or within such other time period as the parties
may mutually agree.

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