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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                  regulations. For jurisdictions within the Territory where
                  Distributor advises Stereotaxis that Stereotaxis' U.S.
                  labeling is acceptable, Stereotaxis shall be responsible for
                  preparing and attaching said labeling to the Product.
                  Stereotaxis warrants that the content of such labeling shall
                  be in compliance with any applicable U.S. governmental
                  regulations. When Stereotaxis' U.S. labeling is not in
                  compliance with applicable laws and regulations in a
                  particular jurisdiction in the Territory, Distributor shall be
                  responsible, at Distributor's sole cost and expense, for
                  providing Stereotaxis with "camera-ready" label art work and
                  content as required by applicable laws and regulations within
                  such Territory and as reasonably required by Stereotaxis'
                  production schedule, and Stereotaxis shall prepare the
                  labeling in accordance with Distributor's art work and attach
                  said labeling to the Product.

VII.     Installation.

         A.       The installation of the Products covered shall be the
                  responsibility of, and at the expense of, Distributor.
                  Distributor will cause the Products covered hereby and to be
                  installed and connected in accordance with installation
                  specifications supplied by Stereotaxis. Distributor is
                  responsible for ensuring compliance with local regulations
                  relating to installation at its sole cost and expense.

VIII.    Warranties.

         A.       Distributor agrees to make no warranty in respect of the
                  Products to its customers or otherwise in addition to,
                  different from or inconsistent with any warranty contained in
                  Stereotaxis' standard terms and conditions (or in any other
                  applicable Product warranty form of Stereotaxis in effect at
                  the date of sale). The provisions of this Section shall
                  survive termination, for whatever reason, of this Agreement.

         B.       Stereotaxis warrants that the Products manufactured by
                  Stereotaxis and sold hereunder will be free from defects in
                  material or workmanship under normal use and service for the
                  period a period of one year following completion of
                  installation in accordance with the terms hereof, which date
                  will be confirmed in writing by Stereotaxis. Stereotaxis makes
                  no warranty for any Products made by persons other than
                  Stereotaxis, or its affiliates, and Distributor's sole
                  warranty therefore, if any, is the original manufacturer's
                  warranty, which Stereotaxis agrees to pass on it Distributor,
                  as applicable.

         C.       No warranty extended by Stereotaxis will apply to any Products
                  which have been damaged by accident, misuse, abuse,
                  negligence, improper application or alteration or by a force
                  majeure occurrence or by the Distributor's failure to operate
                  the Products in accordance with the manufacturer's
                  instructions or to maintain the recommended operating
                  environment and line conditions; which are defective due to
                  unauthorized attempts to repair, relocate, maintain, service,
                  add to or modify the Products by the Distributor or any third
                  party or due to the attachment and/or use of non-Stereotaxis
                  supplied equipment without Stereotaxis' prior written
                  approval; which failed due to causes from the use of operating


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