Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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10. AMENDMENTS AND MODIFICATIONS

Amendments or revisions to this Agreement must be in writing, signed by both
Stereotaxis and Supplier duly authorized representatives, traced by revision
numbers and attached to this original Agreement. The master copy of this
Agreement and any revisions are to be maintained by Stereotaxis and Supplier.
Captions in this Agreement are for the convenience of the parties only and shall
not affect the interpretation or construction of this Agreement. The provisions
of this Agreement (including Exhibits and Attachments) shall be construed as a
whole, each supplementing the other. In the event any provision of this
Agreement is held to be invalid or unenforceable, such provision shall be
severed from the remainder of this Agreement, and such remainder will remain in
force and effect. This Agreement, including also any Purchase Order issued for
Items, shall control over any invoice, delivery ticket, or other document issued
by Supplier, and Supplier's acceptance of this Agreement shall constitute
agreement to the terms set out in this Agreement.

11. LIABILITY

11.1 SUPPLIER ASSUMES NO LIABILITY ON USE OF ITEMS

Stereotaxis unconditionally releases Supplier, its raw material suppliers, and
other sub-tier suppliers from all liabilities that may occur in the use of Items
by Stereotaxis for whatever purpose.

SUPPLIER ASSUMES NO LIABILITY FOR CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES
SHALL SUPPLIER BE LIABLE TO STEREOTAXIS OR ANY OTHER PERSON FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES
BASED UPON USE OF ITEMS FOR WHATEVER PURPOSE, LOST GOODWILL, LOST SALES OR
PROFITS, WORK STOPPAGES, DELAY WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH
OF CONTRACT, NEGLIGENCE OF OTHERWISE, and in any case, Supplier's liability for
any and all losses and damages sustained by the Stereotaxis and others, arising
out of or by reason of this Agreement shall not exceed the original purchase
price of the products upon which liability is founded.

11.2 FORCE MAJEURE.

Failure of Supplier to deliver hereunder, or delay in making shipments, if
occasioned by fire, explosion, flood, earthquake, war, riots, insurrection,
civil disturbance, accident, storm, interruption or delay in transportation,
shortage, strike or other labor dispute, inability to obtain materials and
supplies, acts of government, any act of God, or any other causes of like or
different character beyond Supplier's control shall not subject Supplier to any
liability to Stereotaxis.

12. NOTICES

Revisions, updates or other amendments or modifications to this Agreement
(including Exhibits and Attachments) may be communicated via memos sent by mail,
fax or e-mail, or by other electronic transaction means, where authorized, to
the individuals listed below. Each party shall advise the other in writing of
any change to such party's contact persons.

All notices shall be delivered as follows:

If to Supplier:
Anil Nanji
Magnet Sales & Manufacturing Inc.
11250 Playa Court
Culver City CA 90230
Phone: 310-391-7213
Fax:310-390-4357
E-Mail:aniln@magnetsales.com



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