Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                  supplies or consumable parts not approved by Stereotaxis. In
                  addition and without limitation, no warranty extended by
                  Stereotaxis will apply to any failure to comply with Section
                  III.A or any failure due to events such as cracking from high
                  impact drops, cable rupture from rolling equipment over
                  cables, or delamination from cleaning with inappropriate
                  solutions. Stereotaxis' obligation under this warranty is
                  limited to the repair or replacement, at Stereotaxis' option,
                  of defective parts. Stereotaxis may effectuate such repair at
                  the installed site for any NIOBE System sold, delivered and
                  installed hereunder, provided Stereotaxis is furnished safe
                  and sufficient access for such repair. Repair or replacement
                  may be with parts or products that are new, used or
                  refurbished. Repairs or replacements will not interrupt,
                  extend or prolong the term of the warranty. Distributor will
                  pay Stereotaxis its normal charges for service and parts for
                  any inspection, repair or replacement that is not, in
                  Stereotaxis' sole judgment, required by noncompliance with the
                  warranty set forth in Section VIII.B. Stereotaxis' warranty
                  does not apply to consumable materials, except as specifically
                  stated in writing, nor to products or parts thereof supplied
                  by Distributor.

         D.       This warranty is made on condition that immediate written
                  notice of any noncompliance is given to Stereotaxis and
                  Stereotaxis' inspection reveals that the Distributor's claim
                  is valid under the terms of the warranty (i.e. that the
                  noncompliance is due to traceable defects in original
                  materials and/or workmanship).

         E.       All services performed at times outside of any standard
                  service package purchased by Distributor's customers shall be
                  at an additional charge at Stereotaxis' then current rates.
                  Stereotaxis may utilize sub-contractors for purposes of
                  carrying out warranty service.

         F.       STEREOTAXIS MAKES NO WARRANTY OTHER THAN THE ONE SET FORTH
                  HEREIN, WHICH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
                  EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS
                  OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR
                  PARTICULAR PURPOSES, AND SUCH CONSTITUTES THE ONLY WARRANTY
                  MADE WITH RESPECT TO THE PRODUCTS AND ANY PRODUCT, SERVICE OR
                  OTHER ITEM FURNISHED UNDER THIS AGREEMENT.

         G.       The Parties acknowledge that the Products available for resale
                  by Distributor will include Stereotaxis' standard service
                  maintenance, repair and service plans in effect from time to
                  time (which currently include the "Gold" and, where available,
                  "Platinum" service plans), which will be priced at [***] below
                  the net sales price in the US for such plans, subject to
                  adjustment on an annual basis each November during the term
                  hereof as provide in Section V.A. above.

IX.      LIMITATION OF LIABILITY


[*** 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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